8-K

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 21, 2022

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
5.700% 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 2022. The press release was issued on July 21, 2022. 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 21, 2022

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 21, 2022

W. R. Berkley Corporation         6

EXHIBIT INDEX

Exhibit:

99.1         Press Release dated July 21, 2022

EX-99.1

	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 Second Quarter Results

Net Premiums Written Grew 16.9% to a Quarterly Record of $2.6 Billion;

Operating Income Increased 43.0%

Greenwich, CT, July 21, 2022 - W. R. Berkley Corporation (NYSE: WRB) today reported its second quarter 2022 results.

Summary Financial Data

(Amounts in thousands, except per share data)

	Second Quarter						Six Months
	2022			2021			2022			2021
Gross premiums written	$	3,052,401		$	2,661,236		$	5,912,237		$	5,145,948
Net premiums written	2,585,635			2,212,181			4,998,889			4,262,219
Net income to common stockholders	179,322			237,238			769,960			466,763
Net income per diluted share (2)	0.64			0.85			2.76			1.66
Operating income (1)	313,359			219,059			619,827			420,840
Operating income per diluted share (2)	1.12			0.78			2.22			1.50
Return on equity (3)	10.8		%	15.0		%	23.1		%	14.8		%
Operating return on equity (1) (3)	18.8		%	13.9		%	18.6		%	13.3		%

(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)The 2021 per share amounts were restated for comparative purposes to reflect the 3-for-2 common stock split effected on March 23, 2022.

(3)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:

•Record gross and net premiums written grew 14.7% and 16.9% to $3.1 billion and $2.6 billion, respectively.

•Underwriting income increased 32.6% to $268.2 million.

•The current accident year combined ratio before catastrophe losses of 2.5 loss ratio points was 86.2%.

•The reported combined ratio was 88.6%, including catastrophe losses of $57.9 million.

•Net investment income for the core portfolio grew 29.7%.

•Total capital returned to shareholders was $159.2 million, consisting of $132.7 million of special dividends and $26.5 million of regular dividends.

•Operating return on equity of 18.8%.

The Company commented:

The Company reported excellent results for the second quarter of 2022, principally due to strong underwriting income, with an 88.6% combined ratio and an 18.8% annualized operating return on beginning stockholders’ equity. The short duration of our investment portfolio tempered the impact of rising interest rates on the value of the Company’s fixed-maturity securities and consequently its book value.

Net premiums written grew by nearly 17% as market conditions remained favorable for most lines of business. The majority of our businesses expanded, particularly in the E&S and specialty markets. After several years of compounding rate, most of our businesses are achieving or exceeding our target return on equity, and we are placing greater emphasis on exposure growth. In addition, this growth has driven further improvement in our expense ratio.

Core net investment income grew nearly 30% due primarily to higher yields. Our investment funds, which are reported on a one-quarter lag, performed well despite challenging equity markets in the first quarter of 2022. We expect investment income will benefit further as interest rates continue to move higher.

The Company is performing exceptionally well. Our results demonstrate how our strategy and execution translate into consistently superior long-term risk-adjusted returns and value creation. Our talented team is well-prepared and our underwriting and investment portfolios remain well-positioned for the uncertainties and challenges of today’s environment, including inflation. We continue to be optimistic about the remainder of 2022 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 21, 2022, 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 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/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 2022 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 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 2022 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
	2022		2021		2022		2021
Revenues:
Net premiums written	$	2,585,635	$	2,212,181	$	4,998,889	$	4,262,219
Change in unearned premiums	(228,477)		(240,557)		(392,645)		(440,639)
Net premiums earned	2,357,158		1,971,624		4,606,244		3,821,580
Net investment income	171,574		168,187		345,086		326,764
Net investment (losses) gains:
Net realized and unrealized (losses) gains on investments	(163,935)		20,461		205,947		72,219
Change in allowance for credit losses on investments	(7,620)		3,603		(11,237)		(13,316)
Net investment (losses) gains	(171,555)		24,064		194,710		58,903
Revenues from non-insurance businesses	128,421		109,122		226,197		196,552
Insurance service fees	26,393		22,256		54,344		48,064
Other Income	896		833		1,716		1,092
Total Revenues	2,512,887		2,296,086		5,428,297		4,452,955
Expenses:
Loss and loss expenses	1,435,817		1,203,647		2,775,069		2,325,238
Other operating costs and expenses	699,819		647,705		1,413,718		1,263,973
Expenses from non-insurance businesses	122,966		106,698		217,822		192,989
Interest expense	31,723		38,096		66,693		74,747
Total expenses	2,290,325		1,996,146		4,473,302		3,856,947
Income before income tax	222,562		299,940		954,995		596,008
Income tax expense	(43,095)		(62,262)		(182,499)		(126,614)
Net Income before noncontrolling interests	179,467		237,678		772,496		469,394
Noncontrolling interest	(145)		(440)		(2,536)		(2,631)
Net income to common stockholders	$	179,322	$	237,238	$	769,960	$	466,763
Net income per share (1):
Basic	$	0.65	$	0.85	$	2.78	$	1.68
Diluted	$	0.64	$	0.85	$	2.76	$	1.66
Average shares outstanding (1) (2):
Basic	276,815		277,733		276,794		277,763
Diluted	279,525		280,659		279,327		280,478

(1)The 2021 per share amounts were restated for comparative purposes to reflect the 3-for-2 common stock split effected on March 23, 2022.

(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)

	Second Quarter						Six Months
	2022			2021			2022			2021
Insurance:
Gross premiums written	$	2,771,665		$	2,421,846		$	5,256,464		$	4,561,859
Net premiums written	2,326,125			1,994,212			4,399,416			3,734,036
Net premiums earned	2,070,157			1,727,202			4,032,991			3,332,181
Pre-tax income	347,461			291,290			729,873			548,399
Loss ratio	61.0		%	61.4		%	60.3		%	61.3		%
Expense ratio	27.7		%	28.5		%	27.9		%	28.9		%
GAAP Combined ratio	88.7		%	89.9		%	88.2		%	90.2		%
Reinsurance & Monoline Excess:
Gross premiums written	$	280,736		$	239,390		$	655,773		$	584,089
Net premiums written	259,510			217,969			599,473			528,183
Net premiums earned	287,001			244,422			573,253			489,399
Pre-tax income	92,177			74,794			149,805			143,443
Loss ratio	60.4		%	58.2		%	60.2		%	57.4		%
Expense ratio	27.4		%	30.4		%	28.4		%	30.6		%
GAAP Combined ratio	87.8		%	88.6		%	88.6		%	88.0		%
Corporate and Eliminations:
Net investment (losses) gains	$	(171,555)		$	24,064		$	194,710		$	58,903
Interest expense	(31,723)			(38,096)			(66,693)			(74,747)
Other expenses	(13,798)			(52,112)			(52,700)			(79,990)
Pre-tax (loss) gain	(217,076)			(66,144)			75,317			(95,834)
Consolidated:
Gross premiums written	$	3,052,401		$	2,661,236		$	5,912,237		$	5,145,948
Net premiums written	2,585,635			2,212,181			4,998,889			4,262,219
Net premiums earned	2,357,158			1,971,624			4,606,244			3,821,580
Pre-tax income	222,562			299,940			954,995			596,008
Loss ratio	60.9		%	61.0		%	60.2		%	60.8		%
Expense ratio	27.7		%	28.7		%	28.0		%	29.1		%
GAAP Combined ratio	88.6		%	89.7		%	88.2		%	89.9		%

(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
	2022		2021		2022		2021
Net premiums written:
Other liability	$	878,120	$	727,384	$	1,708,187	$	1,401,416
Short-tail lines (1)	484,849		391,778		878,767		716,830
Workers' compensation	330,721		315,638		634,141		602,362
Commercial automobile	335,451		279,204		614,978		527,771
Professional liability	296,984		280,208		563,343		485,657
Total Insurance	2,326,125		1,994,212		4,399,416		3,734,036
Casualty reinsurance	189,983		156,216		388,138		331,081
Monoline excess	24,228		23,664		116,764		109,172
Property reinsurance	45,299		38,089		94,571		87,930
Total Reinsurance & Monoline Excess	259,510		217,969		599,473		528,183
Total	$	2,585,635	$	2,212,181	$	4,998,889	$	4,262,219
Current accident year losses from catastrophes (including COVID-19 related losses):
Insurance	$	39,891	$	36,803	$	50,658	$	69,632
Reinsurance & Monoline Excess	18,000		7,162		36,065		10,162
Total	$	57,891	$	43,965	$	86,723	$	79,794
Net Investment income:
Core portfolio (2)	$	133,587	$	102,961	$	245,899	$	203,528
Investment funds	33,861		61,311		85,874		100,246
Arbitrage trading account	4,126		3,915		13,313		22,989
Total	$	171,574	$	168,187	$	345,086	$	326,764
Net realized and unrealized (losses) gains on investments:
Net realized (losses) gains on investments	$	(32,405)	$	38,700	$	244,264	$	114,793
Change in unrealized losses on equity securities	(131,530)		(18,239)		(38,317)		(42,574)
Total	$	(163,935)	$	20,461	$	205,947	$	72,219
Other operating costs and expenses:
Policy acquisition and insurance operating expenses	$	653,093	$	565,733	$	1,288,547	$	1,111,483
Insurance service expenses	23,890		21,789		46,356		42,575
Net foreign currency gains	(39,827)		(1,125)		(43,995)		(6,719)
Debt extinguishment costs	—		7,903		—		11,520
Other costs and expenses	62,663		53,405		122,810		105,114
Total	$	699,819	$	647,705	$	1,413,718	$	1,263,973
Cash flow from operations	$	527,971	$	384,819	$	1,005,653	$	695,809
Reconciliation of net income to operating income:
Net income	$	179,322	$	237,238	$	769,960	$	466,763
Pre-tax investment losses (gains), net of related expenses	171,555		(23,271)		(190,056)		(56,573)
Income tax (benefit) expense	(37,518)		5,092		39,923		10,650
Operating income after-tax (3)	$	313,359	$	219,059	$	619,827	$	420,840

(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)

	June 30, 2022		December 31, 2021
Net invested assets (1)	$	23,545,192	$	23,705,508
Total assets	32,692,447		32,047,876
Reserves for losses and loss expenses	16,145,821		15,390,888
Senior notes and other debt	1,832,273		2,259,416
Subordinated debentures	1,008,011		1,007,652
Common stockholders' equity (2)	6,514,485		6,653,011
Common stock outstanding (3) (4)	265,273		265,171
Book value per share (4) (5)	24.56		25.09
Tangible book value per share (4) (5)	23.60		24.27

(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, 2022, reflected in common stockholders' equity are after-tax unrealized investment losses of $670 million and unrealized currency translation losses of $360 million. As of December 31, 2021, after-tax unrealized investment gains were $91 million and unrealized currency translation losses were $373 million.

(3)During the six months ended June 30, 2022, the Company did not repurchase any shares of its common stock. The number of shares of common stock outstanding excludes shares held in a grantor trust.

(4)The 2021 per share amounts were restated for comparative purposes to reflect the 3-for-2 common stock split effected on March 23, 2022.

(5)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, 2022

(Amounts in thousands, except percentages)

	Carrying Value		Percent of Total
Fixed maturity securities:
United States government and government agencies	$	720,914	3.1	%
State and municipal:
Special revenue	1,867,636		7.9	%
Local general obligation	416,940		1.8	%
State general obligation	414,939		1.7	%
Pre-refunded	203,899		0.9	%
Corporate backed	160,208		0.7	%
Total state and municipal	3,063,622		13.0	%
Mortgage-backed securities:
Agency	821,398		3.5	%
Commercial	405,597		1.7	%
Residential - Prime	250,052		1.1	%
Residential - Alt A	4,207		0.0	%
Total mortgage-backed securities	1,481,254		6.3	%
Asset-backed securities	4,292,488		18.2	%
Corporate:
Industrial	3,215,637		13.7	%
Financial	1,811,661		7.7	%
Utilities	422,101		1.8	%
Other	239,726		1.0	%
Total corporate	5,689,125		24.2	%
Foreign government	1,604,111		6.8	%
Total fixed maturity securities (1)	16,851,514		71.6	%
Equity securities available for sale:
Common stocks	932,672		4.0	%
Preferred stocks	222,654		0.9	%
Total equity securities available for sale	1,155,326		4.9	%
Investment funds (3)	1,701,478		7.2	%
Real estate	1,304,094		5.5	%
Cash and cash equivalents (2)	1,277,294		5.4	%
Arbitrage trading account	1,142,003		4.9	%
Loans receivable	113,483		0.5	%
Net invested assets	$	23,545,192	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 $0.8 million.

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Cover Page	Jul. 21, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jul. 21, 2022
Entity File Number	1-15202
Entity Registrant Name	W. R. BERKLEY CORP
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	22-1867895
Entity Address, Address Line One	475 Steamboat Road
Entity Address, City or Town	Greenwich
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06830
City Area Code	(203)
Local Phone Number	629-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.20 per share
Trading Symbol	WRB
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000011544
Amendment Flag	false
5.700% Subordinated Debentures due 2058
Entity Information [Line Items]
Title of 12(b) Security	5.700% Subordinated Debentures due 2058
Trading Symbol	WRB-PE
Security Exchange Name	NYSE
5.100% Subordinated Debentures due 2059
Entity Information [Line Items]
Title of 12(b) Security	5.100% Subordinated Debentures due 2059
Trading Symbol	WRB-PF
Security Exchange Name	NYSE
4.250% Subordinated Debentures due 2060
Entity Information [Line Items]
Title of 12(b) Security	4.250% Subordinated Debentures due 2060
Trading Symbol	WRB-PG
Security Exchange Name	NYSE
4.125% Subordinated Debentures due 2061
Entity Information [Line Items]
Title of 12(b) Security	4.125% Subordinated Debentures due 2061
Trading Symbol	WRB-PH
Security Exchange Name	NYSE