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): October 24, 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 third quarter of 2022. The press release was issued on October 24, 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 October 24, 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: October 24, 2022

W. R. Berkley Corporation         6

EXHIBIT INDEX

Exhibit:

99.1         Press Release dated October 24, 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 Third Quarter Results

Operating Return on Equity of 16.9% and Return on Equity of 13.8%;

Core Net Investment Income Up 51.0% and Pre-Tax Underwriting Income of $192 Million

Greenwich, CT, October 24, 2022 - W. R. Berkley Corporation (NYSE: WRB) today reported its third quarter 2022 results.

Summary Financial Data

(Amounts in thousands, except per share data)

	Third Quarter						Nine Months
	2022			2021			2022			2021
Gross premiums written	$	3,081,938		$	2,787,499		$	8,994,175		$	7,933,446
Net premiums written	2,577,274			2,325,138			7,576,163			6,587,357
Net income to common stockholders	228,879			261,297			998,839			728,060
Net income per diluted share (2)	0.82			0.93			3.57			2.59
Operating income (1)	281,833			246,699			901,436			667,539
Operating income per diluted share (2)	1.01			0.88			3.22			2.38
Return on equity (3)	13.8		%	16.6		%	20.0		%	15.4		%
Operating return on equity (1) (3)	16.9		%	15.6		%	18.1		%	14.1		%

(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)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

Third quarter highlights included:

•Operating return on equity of 16.9%.

•Average rate increases excluding workers' compensation were approximately 7.3%.

•Pre-tax underwriting income of $192.1 million.

•The current accident year combined ratio before catastrophe losses of 3.9 loss ratio points was 86.6%.

•The reported combined ratio was 92.1%, including catastrophe losses of $94.1 million.

•Net investment income for the core portfolio grew 51.0%, driving record quarterly net investment income.

•Operating income increased 14.2% to $281.8 million.

•Record gross premiums written grew 10.6% to $3.1 billion and net premiums written grew 10.8% to $2.6 billion.

The Company commented:

Results for the third quarter of 2022 were excellent, with strong underwriting performance and net investment income driving a 16.9% annualized operating return on beginning stockholders’ equity. Net premiums written grew 10.8%. The short duration and high quality of our fixed-maturity securities tempered the market value impact on the Company’s book value and allowed us to quickly invest more funds at higher interest rates and grow core net investment income by 51%.

Growth in net premiums written reflected the continuation of favorable market conditions for many of our products. After several years of compounding rate, the majority of our businesses are achieving or exceeding our target return on equity. As a result, we continue to expand our business, while maintaining our focus on rate adequacy in this inflationary environment.

We manage the business for lower relative volatility, which was again demonstrated in our results during another quarter of significant industry-wide catastrophe losses. We continue to evaluate the changing market conditions and the opportunities available to deploy capital where we believe adequate risk-adjusted returns can be achieved.

The uncertainties and challenges of today’s environment provide many opportunities. Our knowledge, expertise and experience allow us to navigate the risks and embrace opportunities in our underwriting and investing activities. The Company continues to perform exceptionally well, delivering superior long-term risk-adjusted returns and creating value for shareholders. We remain optimistic about the 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 24, 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)

	Third Quarter				Nine Months
	2022		2021		2022		2021
Revenues:
Net premiums written	$	2,577,274	$	2,325,138	$	7,576,163	$	6,587,357
Change in unearned premiums	(135,313)		(244,120)		(527,958)		(684,759)
Net premiums earned	2,441,961		2,081,018		7,048,205		5,902,598
Net investment income	202,816		179,851		547,902		506,615
Net investment (losses) gains:
Net realized and unrealized (losses) gains on investments	(66,282)		17,187		139,664		89,407
Change in allowance for credit losses on investments	(1,128)		2,314		(12,365)		(11,003)
Net investment (losses) gains	(67,410)		19,501		127,299		78,404
Revenues from non-insurance businesses	119,013		120,374		345,210		316,927
Insurance service fees	27,940		21,467		82,284		69,531
Other Income	80		2,072		1,797		3,163
Total Revenues	2,724,400		2,424,283		8,152,697		6,877,238
Expenses:
Loss and loss expenses	1,564,578		1,298,392		4,339,646		3,623,630
Other operating costs and expenses	725,537		643,045		2,139,256		1,907,020
Expenses from non-insurance businesses	116,240		115,465		334,062		308,453
Interest expense	31,780		35,100		98,473		109,846
Total expenses	2,438,135		2,092,002		6,911,437		5,948,949
Income before income tax	286,265		332,281		1,241,260		928,289
Income tax expense	(55,791)		(64,963)		(238,290)		(191,577)
Net Income before noncontrolling interests	230,474		267,318		1,002,970		736,712
Noncontrolling interest	(1,595)		(6,021)		(4,131)		(8,652)
Net income to common stockholders	$	228,879	$	261,297	$	998,839	$	728,060
Net income per share (1):
Basic	$	0.83	$	0.94	$	3.61	$	2.62
Diluted	$	0.82	$	0.93	$	3.57	$	2.59
Average shares outstanding (1) (2):
Basic	277,192		277,547		276,928		277,691
Diluted	279,642		280,113		279,644		280,590

(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)

	Third Quarter						Nine Months
	2022			2021			2022			2021
Insurance:
Gross premiums written	$	2,719,824		$	2,446,758		$	7,976,288		$	7,008,617
Net premiums written	2,237,608			2,007,194			6,637,024			5,741,229
Net premiums earned	2,129,014			1,819,071			6,162,005			5,151,253
Pre-tax income	322,312			314,000			1,052,185			862,399
Loss ratio	63.2		%	61.4		%	61.3		%	61.4		%
Expense ratio	28.0		%	27.9		%	27.9		%	28.5		%
GAAP Combined ratio	91.2		%	89.3		%	89.2		%	89.9		%
Reinsurance & Monoline Excess:
Gross premiums written	$	362,114		$	340,740		$	1,017,887		$	924,829
Net premiums written	339,666			317,945			939,139			846,128
Net premiums earned	312,947			261,947			886,200			751,345
Pre-tax income	59,561			52,742			209,366			196,185
Loss ratio	70.2		%	69.3		%	63.7		%	61.5		%
Expense ratio	28.4		%	29.1		%	28.4		%	30.1		%
GAAP Combined ratio	98.6		%	98.4		%	92.1		%	91.6		%
Corporate and Eliminations:
Net investment (losses) gains	$	(67,410)		$	19,501		$	127,299		$	78,404
Interest expense	(31,780)			(35,100)			(98,473)			(109,846)
Other expenses	3,582			(18,862)			(49,117)			(98,853)
Pre-tax loss	(95,608)			(34,461)			(20,291)			(130,295)
Consolidated:
Gross premiums written	$	3,081,938		$	2,787,499		$	8,994,175		$	7,933,446
Net premiums written	2,577,274			2,325,138			7,576,163			6,587,357
Net premiums earned	2,441,961			2,081,018			7,048,205			5,902,598
Pre-tax income	286,265			332,281			1,241,260			928,289
Loss ratio	64.1		%	62.4		%	61.6		%	61.4		%
Expense ratio	28.0		%	28.0		%	28.0		%	28.7		%
GAAP Combined ratio	92.1		%	90.4		%	89.6		%	90.1		%

(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
	2022		2021		2022		2021
Net premiums written:
Other liability	$	861,551	$	768,261	$	2,569,737	$	2,169,678
Short-tail lines (1)	439,630		373,427		1,318,398		1,090,257
Commercial automobile	333,935		295,132		948,913		822,903
Workers' compensation	306,593		277,490		940,734		879,852
Professional liability	295,899		292,882		859,242		778,539
Total Insurance	2,237,608		2,007,194		6,637,024		5,741,229
Casualty reinsurance	195,642		194,253		583,780		525,333
Monoline excess	75,959		75,504		192,723		184,676
Property reinsurance	68,065		48,189		162,636		136,118
Total Reinsurance & Monoline Excess	339,666		317,945		939,139		846,128
Total	$	2,577,274	$	2,325,138	$	7,576,163	$	6,587,357
Current accident year losses from catastrophes (including COVID-19 related losses):
Insurance	$	51,144	$	39,230	$	101,802	$	108,863
Reinsurance & Monoline Excess	42,999		34,560		79,063		44,722
Total	$	94,143	$	73,790	$	180,865	$	153,585
Net Investment income:
Core portfolio (2)	$	156,077	$	103,372	$	401,975	$	306,901
Investment funds	36,045		69,292		121,919		169,538
Arbitrage trading account	10,694		7,187		24,008		30,176
Total	$	202,816	$	179,851	$	547,902	$	506,615
Net realized and unrealized (losses) gains on investments:
Net realized (losses) gains on investments	$	(15,898)	$	36,431	$	228,365	$	151,225
Change in unrealized losses on equity securities	(50,384)		(19,244)		(88,701)		(61,818)
Total	$	(66,282)	$	17,187	$	139,664	$	89,407
Other operating costs and expenses:
Policy acquisition and insurance operating expenses	$	685,325	$	583,065	$	1,974,676	$	1,694,548
Insurance service expenses	24,991		21,243		71,348		63,817
Net foreign currency gains	(41,065)		(12,497)		(85,060)		(19,216)
Debt extinguishment costs	—		—		—		11,521
Other costs and expenses	56,286		51,234		178,292		156,350
Total	$	725,537	$	643,045	$	2,139,256	$	1,907,020
Cash flow from operations	$	767,649	$	828,585	$	1,773,303	$	1,524,394
Reconciliation of net income to operating income:
Net income	$	228,879	$	261,297	$	998,839	$	728,060
Pre-tax investment losses (gains), net of related expenses	67,410		(18,820)		(122,930)		(75,393)
Income tax (benefit) expense	(14,456)		4,222		25,527		14,872
Operating income after-tax (3)	$	281,833	$	246,699	$	901,436	$	667,539

(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, 2022		December 31, 2021
Net invested assets (1)	$	23,636,966	$	23,705,508
Total assets	33,076,819		32,047,876
Reserves for losses and loss expenses	16,540,123		15,390,888
Senior notes and other debt	1,834,287		2,259,416
Subordinated debentures	1,008,191		1,007,652
Common stockholders' equity (2)	6,346,066		6,653,011
Common stock outstanding (3) (4)	265,802		265,171
Book value per share (4) (5)	23.88		25.09
Tangible book value per share (4) (5)	22.93		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 September 30, 2022, reflected in common stockholders' equity are after-tax unrealized investment losses of $985 million and unrealized currency translation losses of $400 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 three and nine months ended September 30, 2022, the Company repurchased 106,304 shares of its common stock for $6.6 million. 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

September 30, 2022

(Amounts in thousands, except percentages)

	Carrying Value		Percent of Total
Fixed maturity securities:
United States government and government agencies	$	870,592	3.7	%
State and municipal:
Special revenue	1,751,924		7.4	%
Local general obligation	433,131		1.8	%
State general obligation	392,565		1.7	%
Corporate backed	185,091		0.8	%
Pre-refunded	157,431		0.7	%
Total state and municipal	2,920,142		12.4	%
Mortgage-backed securities:
Agency	906,645		3.9	%
Commercial	456,937		1.9	%
Residential - Prime	227,402		1.0	%
Residential - Alt A	3,857		0.0	%
Total mortgage-backed securities	1,594,841		6.8	%
Asset-backed securities	4,241,438		17.9	%
Corporate:
Industrial	3,131,786		13.3	%
Financial	2,269,552		9.6	%
Utilities	458,097		1.9	%
Other	345,309		1.5	%
Total corporate	6,204,744		26.3	%
Foreign government	1,399,179		5.9	%
Total fixed maturity securities (1)	17,230,936		73.0	%
Equity securities available for sale:
Common stocks	952,369		4.0	%
Preferred stocks	221,220		1.0	%
Total equity securities available for sale	1,173,589		5.0	%
Investment funds (2)	1,661,237		7.0	%
Real estate	1,320,550		5.5	%
Arbitrage trading account	1,165,016		4.9	%
Cash and cash equivalents (3)	972,838		4.1	%
Loans receivable	112,800		0.5	%
Net invested assets	$	23,636,966	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)Investment funds are net of related liabilities of $0.8 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.

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Cover Page	Oct. 24, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 24, 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