8-K

BERKLEY W R CORP (WRB)

8-K 2023-07-20 For: 2023-07-20
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): July 20, 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 second quarter of 2023. The press release was issued on July 20, 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 July 20, 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: July 20, 2023

W. R. Berkley Corporation         6

EXHIBIT INDEX

Exhibit:

99.1         Press Release dated July 20, 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 Second Quarter Results

Return on Equity of 21.1%;

Quarterly Net Income Doubles to $356 Million

Greenwich, CT, July 20, 2023 - W. R. Berkley Corporation (NYSE: WRB) today reported its second quarter 2023 results.

Summary Financial Data

(Amounts in thousands, except per share data)

Second Quarter Six Months
2023 2022 2023 2022
Gross premiums written $ 3,336,773 $ 3,052,401 $ 6,386,091 $ 5,912,237
Net premiums written 2,811,515 2,585,635 5,386,339 4,998,889
Net income to common stockholders 356,308 179,322 650,434 769,960
Net income per diluted share 1.30 0.64 2.36 2.76
Operating income (1) 310,862 313,359 586,531 619,827
Operating income per diluted share 1.14 1.12 2.13 2.22
Return on equity (2) 21.1 % 10.8 % 19.3 % 23.1 %
Operating return on equity (1) (2) 18.4 % 18.8 % 17.4 % 18.6 %

(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

Second quarter highlights included:

•Return on equity and operating return on equity of 21.1% and 18.4%, respectively.

•Net income doubles to $356.3 million.

•Record net investment income of $245.2 million driven by core portfolio increase of 71.6%.

•Average rate increases excluding workers' compensation were approximately 8.2%.

•The current accident year combined ratio before catastrophe losses of 2.1 loss ratio points was 87.6%.

•The reported combined ratio was 89.6%, including current accident year catastrophe losses of $53.5 million.

•Record gross and net premiums written grew 9.3% and 8.7% to $3.3 billion and $2.8 billion, respectively.

•Total capital returned to shareholders was $320.8 million, consisting of $292.5 million of share repurchases and $28.3 million of regular dividends.

The Company commented:

The Company reported excellent results for the second quarter of 2023, with an annualized return on equity of 21.1%.

As anticipated, growth in premiums written accelerated compared to the first quarter of 2023, setting premium on pace for another record year. We continue to selectively expand in areas that we anticipate will meet or exceed our targeted risk-adjusted return, as distinct market segments and lines of business move independently. We maintained our rate momentum and reported a strong combined ratio, though the industry experienced another quarter of elevated natural catastrophe losses.

Net investment income grew 42.9% during the quarter as an increasingly greater portion of our fixed-maturity portfolio was (re)invested at higher interest rates. The short duration and high quality of our fixed-maturity portfolio has enabled us to simultaneously benefit from improved yields and grow book value as interest rates have risen. In addition, during the quarter, our investment results continued to benefit from our total return approach.

The Company’s focus on risk-adjusted return in all aspects of our business continues to generate superior results for our shareholders. Having a decentralized model allows us to navigate risks and embrace opportunities in a wide range of economic and operating environments. We have positive momentum as we head into the second half of the year and are very optimistic about the remainder of 2023 and beyond.

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 July 20, 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 cybersecurity-related risks; natural and man-made catastrophic losses, including as a result of terrorist activities; the ongoing effects of the COVID-19 pandemic; 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, 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 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)

Second Quarter Six Months
2023 2022 2023 2022
Revenues:
Net premiums written $ 2,811,515 $ 2,585,635 $ 5,386,339 $ 4,998,889
Change in unearned premiums (258,788) (228,477) (342,180) (392,645)
Net premiums earned 2,552,727 2,357,158 5,044,159 4,606,244
Net investment income 245,152 171,574 468,551 345,086
Net investment gains (losses):
Net realized and unrealized gains (losses) on investments 68,647 (163,935) 91,258 205,947
Change in allowance for credit losses on investments (9,993) (7,620) (9,594) (11,237)
Net investment gains (losses) 58,654 (171,555) 81,664 194,710
Revenues from non-insurance businesses 113,910 128,421 238,110 226,197
Insurance service fees 25,471 26,393 58,328 54,344
Other Income 896 106 1,716
Total Revenues 2,995,914 2,512,887 5,890,918 5,428,297
Expenses:
Loss and loss expenses 1,569,654 1,435,817 3,108,409 2,775,069
Other operating costs and expenses 823,682 699,819 1,649,255 1,413,718
Expenses from non-insurance businesses 113,538 122,966 236,306 217,822
Interest expense 31,856 31,723 63,692 66,693
Total expenses 2,538,730 2,290,325 5,057,662 4,473,302
Income before income tax 457,184 222,562 833,256 954,995
Income tax expense (101,460) (43,095) (181,803) (182,499)
Net Income before noncontrolling interests 355,724 179,467 651,453 772,496
Noncontrolling interest 584 (145) (1,019) (2,536)
Net income to common stockholders $ 356,308 $ 179,322 $ 650,434 $ 769,960
Net income per share:
Basic $ 1.32 $ 0.65 $ 2.38 $ 2.78
Diluted $ 1.30 $ 0.64 $ 2.36 $ 2.76
Average shares outstanding (1):
Basic 270,864 276,815 272,909 276,794
Diluted 273,095 279,525 275,213 279,327

(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)

Second Quarter Six Months
2023 2022 2023 2022
Insurance:
Gross premiums written $ 3,016,024 $ 2,771,665 $ 5,668,259 $ 5,256,464
Net premiums written 2,527,198 2,326,125 4,738,033 4,399,416
Net premiums earned 2,246,394 2,070,157 4,428,269 4,032,991
Pre-tax income 386,264 347,461 738,463 729,873
Loss ratio 63.1 % 61.0 % 62.9 % 60.3 %
Expense ratio 28.0 % 27.7 % 28.4 % 27.9 %
GAAP Combined ratio 91.1 % 88.7 % 91.3 % 88.2 %
Reinsurance & Monoline Excess:
Gross premiums written $ 320,749 $ 280,736 $ 717,832 $ 655,773
Net premiums written 284,317 259,510 648,306 599,473
Net premiums earned 306,333 287,001 615,890 573,253
Pre-tax income 105,506 92,177 207,218 149,805
Loss ratio 49.7 % 60.4 % 52.1 % 60.2 %
Expense ratio 29.0 % 27.4 % 29.2 % 28.4 %
GAAP Combined ratio 78.7 % 87.8 % 81.3 % 88.6 %
Corporate and Eliminations:
Net investment gains (losses) $ 58,654 $ (171,555) $ 81,664 $ 194,710
Interest expense (31,856) (31,723) (63,692) (66,693)
Other expenses (61,384) (13,798) (130,397) (52,700)
Pre-tax (loss) income (34,586) (217,076) (112,425) 75,317
Consolidated:
Gross premiums written $ 3,336,773 $ 3,052,401 $ 6,386,091 $ 5,912,237
Net premiums written 2,811,515 2,585,635 5,386,339 4,998,889
Net premiums earned 2,552,727 2,357,158 5,044,159 4,606,244
Pre-tax income 457,184 222,562 833,256 954,995
Loss ratio 61.5 % 60.9 % 61.6 % 60.2 %
Expense ratio 28.1 % 27.7 % 28.5 % 28.0 %
GAAP Combined ratio 89.6 % 88.6 % 90.1 % 88.2 %

(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)

Second Quarter Six Months
2023 2022 2023 2022
Net premiums written:
Other liability $ 988,393 $ 878,120 $ 1,890,272 $ 1,708,187
Short-tail lines (1) 575,050 484,849 1,019,162 878,767
Workers' compensation 325,170 330,721 635,154 634,141
Commercial automobile 356,293 335,451 657,519 614,978
Professional liability 282,292 296,984 535,926 563,343
Total Insurance 2,527,198 2,326,125 4,738,033 4,399,416
Casualty reinsurance 185,554 189,983 388,891 388,138
Monoline excess 25,104 24,228 129,621 116,764
Property reinsurance 73,659 45,299 129,794 94,571
Total Reinsurance & Monoline Excess 284,317 259,510 648,306 599,473
Total $ 2,811,515 $ 2,585,635 $ 5,386,339 $ 4,998,889
Current accident year losses from catastrophes (including COVID-19 related losses):
Insurance $ 48,007 $ 39,891 $ 93,249 $ 50,658
Reinsurance & Monoline Excess 5,540 18,000 8,167 36,065
Total $ 53,547 $ 57,891 $ 101,416 $ 86,723
Net Investment income:
Core portfolio (2) $ 229,302 $ 133,587 $ 432,265 $ 245,899
Investment funds (1,187) 33,861 993 85,874
Arbitrage trading account 17,037 4,126 35,293 13,313
Total $ 245,152 $ 171,574 $ 468,551 $ 345,086
Net realized and unrealized gains (losses) on investments:
Net realized gains (losses) on investments $ 47,387 $ (32,405) $ 26,594 $ 244,264
Change in unrealized gains (losses) on equity securities 21,260 (131,530) 64,664 (38,317)
Total $ 68,647 $ (163,935) $ 91,258 $ 205,947
Other operating costs and expenses:
Policy acquisition and insurance operating expenses $ 718,234 $ 653,093 $ 1,436,510 $ 1,288,547
Insurance service expenses 23,931 23,890 49,111 46,356
Net foreign currency losses (gains) 11,226 (39,827) 20,721 (43,995)
Other costs and expenses 70,291 62,663 142,913 122,810
Total $ 823,682 $ 699,819 $ 1,649,255 $ 1,413,718
Cash flow from operations $ 708,745 $ 527,971 $ 1,154,069 $ 1,005,653
Reconciliation of net income to operating income:
Net income $ 356,308 $ 179,322 $ 650,434 $ 769,960
Pre-tax investment (gains) losses, net of related expenses (57,862) 171,555 (81,250) (190,056)
Income tax expense (benefit) 12,416 (37,518) 17,347 39,923
Operating income after-tax (3) $ 310,862 $ 313,359 $ 586,531 $ 619,827

(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. Net investment 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        8

Selected Balance Sheet Information

(Amounts in thousands, except per share data)

June 30, 2023 December 31, 2022
Net invested assets (1) $ 25,293,717 $ 24,545,672
Total assets 35,308,694 33,815,103
Reserves for losses and loss expenses 17,919,996 17,011,223
Senior notes and other debt 1,827,080 1,828,823
Subordinated debentures 1,008,730 1,008,371
Common stockholders' equity (2) 6,887,185 6,748,332
Common stock outstanding (3) 257,517 264,546
Book value per share (4) 26.74 25.51
Tangible book value per share (4) 25.85 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 June 30, 2023, reflected in common stockholders' equity are after-tax unrealized investment losses of $825 million and unrealized currency translation losses of $356 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 six months ended June 30, 2023, the Company repurchased 7,098,959 shares of its common stock for $427.6 million. During the three months ended June 30, 2023, the Company repurchased 5,060,568 shares of its common stock for $292.5 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

June 30, 2023

(Amounts in thousands, except percentages)

Carrying Value Percent of Total
Fixed maturity securities:
United States government and government agencies $ 1,238,117 4.9 %
State and municipal:
Special revenue 1,641,909 6.5 %
Local general obligation 412,160 1.6 %
State general obligation 402,251 1.6 %
Corporate backed 188,741 0.7 %
Pre-refunded 107,086 0.4 %
Total state and municipal 2,752,147 10.8 %
Mortgage-backed securities:
Agency 1,081,894 4.3 %
Commercial 604,096 2.4 %
Residential - Prime 217,690 0.9 %
Residential - Alt A 3,200 0.0 %
Total mortgage-backed securities 1,906,880 7.6 %
Asset-backed securities 3,743,803 14.8 %
Corporate:
Industrial 3,299,928 13.0 %
Financial 2,618,100 10.4 %
Utilities 621,425 2.5 %
Other 467,615 1.8 %
Total corporate 7,007,068 27.7 %
Foreign government 1,407,608 5.6 %
Total fixed maturity securities (1) 18,055,623 71.4 %
Equity securities available for sale:
Common stocks 1,014,820 4.0 %
Preferred stocks 224,892 0.9 %
Total equity securities available for sale 1,239,712 4.9 %
Cash and cash equivalents (2) 2,207,220 8.7 %
Investment funds (3) 1,593,433 6.3 %
Real estate 1,292,200 5.1 %
Arbitrage trading account 723,967 2.9 %
Loans receivable 181,562 0.7 %
Net invested assets $ 25,293,717 100.0 %

(1)Total fixed maturity securities had an average rating of AA- and an average duration of 2.3 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 $0.8 million.