8-K

As filed with the Securities and Exchange Commission on February 14, 2005

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): February 14, 2005

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-15202	22-1867895
(State or other jurisdiction	(Commission File	(IRS Employer
of incorporation)	Number)	Identification No.)
475 Steamboat Road, Greenwich, CT		06830
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:		(203) 629-3000

Not Applicable
(Former name or former address, 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):

     o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-99.1: PRESS RELEASE

Item 2.02. Results of Operation 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 fourth quarter of 2004 and the year then ended. The press release was issued on February 14, 2005. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

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

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits

     99.1 Press Release, dated February 14, 2005

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/ Eugene G. Ballard
		Name:	Eugene G. Ballard
		Title:	Senior Vice President,
			Chief Financial Officer
			and Treasurer
Date: February 14, 2005

EXHIBIT INDEX

Exhibit:
99.1	Press Release dated February 14, 2005

EX-99.1

EXHIBIT 99.1

W. R. Berkley Corporation	NEWS RELEASE
475 Steamboat Road
Greenwich, Connecticut 06830
(203) 629-3000

FOR IMMEDIATE RELEASE	CONTACT:	Eugene G. Ballard
		Chief Financial Officer
		(203)629-3000

W. R. BERKLEY CORPORATION REPORTS FOURTH QUARTER EARNINGS

     Greenwich, CT, February 14, 2005 — W. R. Berkley Corporation (NYSE: BER) today reported net income for the fourth quarter of 2004 of $116 million, or $1.31 per share, a 25% increase from $93 million, or $1.07 per share, a year ago. Fourth quarter 2004 net operating income increased 43% to $114 million, or $1.29 per share, compared with $79 million, or $0.91 per share, for the fourth quarter of 2003. Net operating income is a non-GAAP financial measure defined by the Company as net income excluding realized investment gains and the effect of a change in accounting principle.

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

	Fourth Quarter				Full Year
	2004		2003		2004		2003
Gross premiums written	$	1,202,993	$	1,063,167	$	4,724,128	$	4,243,415
Net premiums written		1,104,902		963,322		4,266,361		3,670,515
Net income		116,121		93,208		438,105		337,220
Net income per diluted share		1.31		1.07		4.97		3.87
Net operating income		113,710		79,460		407,526		283,886
Net operating income per diluted share	$	1.29	$	0.91	$	4.62	$	3.26

W. R. Berkley Corporation Page 2

Fourth quarter highlights are as follows:

•   Net premiums written rose to $1.1 billion, an increase of 15% from the comparable quarter of 2003.

•   The GAAP combined ratio was 89.9% compared with 90.5% in the prior year period.

•   The paid loss ratio decreased to 35.6% from 35.9% in the prior year quarter.

•   Investment income increased 46% to $82 million.

•   Cash flow from operations increased 15% to $487 million compared with $424 million in the year-earlier period.

     Commenting on the Company’s performance, William R. Berkley, chairman and chief executive officer, said: “We are very pleased with the fourth quarter and full year results. The business continued its robust performance, generating an after-tax return on equity of over 27% for the fourth quarter. Each segment of the business reported underwriting profits in 2004. At the same time, we had cash flow for the year of over $1.6 billion. As a result of the cash flow and an upturn in investment yields, investment income reached $82 million in the fourth quarter. For the year, investment income grew 39% to over $291 million.

     “We continue to be optimistic about the environment and expect relative price stability in most parts of our marketplace. There is pressure on prices in some areas, but the overall business continues to look excellent. We expect to continue to enjoy moderate growth and we are confident that 2005 will result in after tax returns exceeding 20%,” Mr. Berkley concluded.

W. R. Berkley Corporation Page 3

     Founded in 1967, W. R. Berkley Corporation is an insurance holding company that operates in five segments of the property casualty insurance business: specialty insurance, regional property casualty insurance, alternative markets, reinsurance and international.

     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 2005 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 long-tail and potentially volatile nature of the reinsurance business, product demand and pricing, claims development and the process of estimating reserves, the uncertain nature of damage theories and loss amounts, natural and man-made catastrophic losses, including as a result of terrorist activities, increases in the level of our retention, the impact of competition, the availability of reinsurance, the ability of our reinsurers to pay reinsurance recoverables owed to us, investment risks, including those relating to fixed income securities, merger arbitrage investments, and other equity securities, exchange rate and political risks relating to our international operations, legislative and regulatory developments, including those related to alleged anti-competitive or other improper sales and practices in the insurance industry, changes in the ratings assigned to us by ratings agencies, the availability of dividends from our insurance company subsidiaries, our ability to successfully acquire and integrate companies and invest in new insurance ventures, our ability to attract and retain qualified employees, and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These risks could cause actual results of the industry or our actual results for the year 2005 and beyond to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Any projections of growth in the Company’s net premiums written and management fees would not necessarily result in commensurate levels of underwriting and operating profits. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

# # #

W. R. Berkley Corporation Page 4

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

	Fourth Quarter						Full Year
	2004			2003			2004			2003
Revenues:
Net premiums written	$	1,104,902		$	963,322		$	4,266,361		$	3,670,515
Change in unearned premiums		(33,805	)		(70,886	)		(205,269	)		(435,905	)
Premiums earned		1,071,097			892,436			4,061,092			3,234,610
Net investment income		82,286			56,197			291,295			210,056
Service fees		25,378			24,861			109,344			101,715
Realized investment gains		3,709			21,186			48,268			81,692
Other income		770			676			2,236			2,035
Total revenues		1,183,240			995,356			4,512,235			3,630,108
Expenses:
Losses and loss expenses		657,693			558,933			2,559,310			2,050,177
Other operating expenses		336,343			285,600			1,247,989			1,035,894
Interest expense		18,191			15,540			66,423			54,733
Total expenses		1,012,227			860,073			3,873,722			3,140,804
Income before income taxes and minority interest		171,013			135,283			638,513			489,304
Income tax expense		(53,398	)		(42,666	)		(196,235	)		(150,626	)
Minority interest		(1,494	)		591			(3,446	)		(1,458	)
Net income before change in accounting principle		116,121			93,208			438,832			337,220
Cumulative effect of change in accounting principle, net of taxes		—			—			(727	)		—
Net income	$	116,121		$	93,208		$	438,105		$	337,220
Net income per share:
Basic	$	1.38		$	1.12		$	5.22		$	4.06
Diluted	$	1.31		$	1.07		$	4.97		$	3.87
Average shares outstanding:
Basic		84,190			83,417			83,961			83,124
Diluted		88,414			87,370			88,181			87,063

W. R. Berkley Corporation Page 5

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

	Fourth Quarter						Full Year
	2004			2003			2004			2003
Specialty (2):
Gross premiums written	$	481,198		$	371,191		$	1,675,320		$	1,428,218
Net premiums written		456,514			337,508			1,581,180			1,295,570
Premiums earned		389,505			307,247			1,466,840			1,117,781
Pre-tax income		76,367			50,993			290,442			201,885
Loss ratio		62.3	%		63.8	%		62.0	%		63.3	%
Expense ratio		25.5	%		26.1	%		25.2	%		24.9	%
GAAP combined ratio		87.8	%		89.9	%		87.2	%		88.2	%
Regional (2):
Gross premiums written	$	307,002		$	282,810		$	1,295,659		$	1,154,772
Net premiums written		273,768			256,058			1,128,800			963,988
Premiums earned		282,065			245,914			1,068,552			880,597
Pre-tax income		59,372			46,121			184,152			153,292
Loss ratio		51.4	%		55.5	%		55.7	%		56.3	%
Expense ratio		31.8	%		30.0	%		31.2	%		31.2	%
GAAP combined ratio		83.2	%		85.5	%		86.9	%		87.5	%
Alternative Markets (2):
Gross premiums written	$	150,447		$	127,961		$	707,878		$	557,038
Net premiums written		131,429			126,796			616,282			482,389
Premiums earned		158,752			120,010			583,693			410,926
Pre-tax income		32,704			22,344			128,660			85,397
Loss ratio		70.9	%		68.4	%		70.5	%		68.6	%
Expense ratio		21.7	%		23.9	%		21.5	%		24.6	%
GAAP combined ratio		92.6	%		92.3	%		92.0	%		93.2	%
Reinsurance (2):
Gross premiums written	$	242,077		$	262,990		$	963,135		$	1,031,155
Net premiums written		223,171			226,392			865,559			861,457
Premiums earned		222,584			203,304			870,827			760,558
Pre-tax income		22,478			22,656			87,373			59,984
Loss ratio		65.8	%		66.3	%		69.4	%		69.6	%
Expense ratio		33.0	%		29.3	%		29.3	%		29.5	%
GAAP combined ratio		98.8	%		95.6	%		98.7	%		99.1	%
International:
Gross premiums written	$	22,269		$	18,215		$	82,136		$	72,232
Net premiums written		20,020			16,568			74,540			67,111
Premiums earned		18,191			15,961			71,180			64,748
Pre-tax income (loss)		3,186			(1,542	)		7,437			3,347
Loss ratio		61.1	%		61.4	%		55.2	%		54.4	%
Expense ratio		45.5	%		42.9	%		42.0	%		42.3	%
GAAP combined ratio		106.6	%		104.3	%		97.2	%		96.7	%

(Continued)

W. R. Berkley Corporation Page 6

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

	Fourth Quarter						Full Year
	2004			2003			2004			2003
Corporate and Eliminations:
Realized investment gains	$	3,709		$	21,186		$	48,268		$	81,692
Interest and other, net		(26,803	)		(26,475	)		(107,819	)		(96,293	)
Pre-tax loss		(23,094	)		(5,289	)		(59,551	)		(14,601	)
Total (2):
Gross premiums written	$	1,202,993		$	1,063,167		$	4,724,128		$	4,243,415
Net premiums written		1,104,902			963,322			4,266,361			3,670,515
Premiums earned		1,071,097			892,436			4,061,092			3,234,610
Pre-tax income		171,013			135,283			638,513			489,304
Loss ratio		61.4	%		62.6	%		63.0	%		63.4	%
Expense ratio		28.5	%		27.9	%		27.4	%		28.0	%
GAAP combined ratio		89.9	%		90.5	%		90.4	%		91.4	%

(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. Underwriting expenses do not include expenses related to insurance services or unallocated corporate expenses. Combined ratio is the sum of loss ratio and expense ratio.
(2)	Weather-related losses were $2 million in the fourth quarter of 2004 compared to weather-related losses of $3 million in the fourth quarter of 2003. For the full year of 2004, weather-related losses were $60 million compared to $38 million in the corresponding 2003 period.

W. R. Berkley Corporation Page 7

Supplemental Information
(Amounts in thousands, except per share data)

	Fourth Quarter						Full Year
Reconciliation of net operating
income to net income:	2004			2003			2004			2003
Net operating income (1)	$	113,710			79,460		$	407,526		$	283,886
Realized investment gains, net of taxes		2,411			13,748			31,306			53,334
Cumulative effect of change in accounting principle		—			—			(727	)		—
Net income	$	116,121			93,208		$	438,105		$	337,220
Return on equity (2)		27.6	%		27.9	%		26.0	%		25.3	%
Cash flow from operations	$	486,516		$	424,328		$	1,619,689		$	1,399,968
Cash flow from operations before cash transfers to/from trading account (3)	$	486,516		$	424,328		$	1,692,689		$	1,399,968

	December 31,		December 31,
Selected balance sheet information	2004		2003
Total investments (4)	$	8,341,944	$	6,480,713
Total assets		11,451,033		9,334,685
Reserves for losses and loss expenses		5,449,611		4,192,091
Debt		808,264		659,208
Junior subordinated debentures		208,286		193,336
Stockholders’ equity (5)		2,109,702		1,682,562
Shares outstanding		84,273		83,538
Stockholders’ equity per share		25.03		20.14

(1)	Net operating income is a non-GAAP financial measure defined by the Company as net income excluding realized investment gains and the effect of a change in accounting principle. Management believes that excluding realized investment gains, which result primarily from changes in general economic conditions and the effect of a change in accounting principle provides a useful indicator of trends in the Company’s underlying operations.
(2)	Return on equity represents net income expressed on an annualized basis as a percentage of beginning of year stockholders’ equity.
(3)	Cash flow from operations before cash transfers to/from trading account is a non-GAAP financial measure that excludes cash contributions to and withdrawals from the arbitrage trading account. Management believes that cash transfers to/from the arbitrage trading account are the result of changes in investment allocations and that excluding such transfers provides a useful measure of the Company’s cash flow.
(4)	Investments include cash and cash equivalents, accounts receivable from brokers and clearing organizations and securities sold but not yet purchased.
(5)	Stockholders’ equity includes after-tax unrealized gains from investments and foreign exchange of $112 million and $120 million as of December 31, 2004 and December 31, 2003, respectively.