8-K

As filed with the Securities and Exchange Commission on February 9, 2009

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 9, 2009

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-15202	22-1867895
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-99.1: PRESS RELEASE

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 fourth quarter of 2008 and the year then ended. The press release was issued on February 9, 2009. 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.

     (d) Exhibits

     99.1   Press Release dated February 9, 2009

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 9, 2009

EXHIBIT INDEX

Exhibit:
99.1	Press Release dated February 9, 2009

EX-99.1

Exhibit 99.1

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

FOR IMMEDIATE RELEASE	CONTACT:	Karen A. Horvath
		Vice President — External
		Financial Communications
		(203) 629-3000

W. R. BERKLEY CORPORATION REPORTS 2008 FINANCIAL RESULTS
Net Income $281 Million/Net Operating Income $513 Million

     Greenwich, CT, February 9, 2009 — W. R. Berkley Corporation (NYSE: WRB) today reported net income for 2008 of $1.62 per share, or $281 million, compared to $3.90 per share, or $766 million, for 2007. Net operating income for 2008 was $2.96 per share, or $513 million, compared with $3.73 per share, or $734 million, for 2007. During 2008, the Company changed its method of accounting for certain cash distributions received from investees. This change, which was applied retrospectively, increased net income for 2007 by $23 million, or 12 cents per share. Net operating income is a non-GAAP financial measure defined by the Company as net income excluding realized investment gains and losses.

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

	Fourth Quarter				Full Year
	2008		2007		2008		2007
Gross premiums written	$	1,000,009	$	1,160,080	$	4,520,126	$	5,053,230
Net premiums written		888,452		1,051,964		4,033,899		4,575,989
Net income		40,326		184,124		281,141		766,239
Net income per diluted share		0.24		0.97		1.62		3.90
Net operating income		103,363		183,213		513,099		734,005
Net operating income per diluted share		0.62		0.97		2.96		3.73

W. R. Berkley Corporation Page 2

Full year 2008 highlights included:

• Operating return on equity was 14.3%.

• GAAP combined ratio was 93.1%.

• Paid loss ratio was 55.7%.

• The Company repurchased 20 million shares of its common stock.

• Cash flow from operations (not including cash received from investment trading account) was $1 billion.

• The Company started five new operating units — Berkley Asset Protection Underwriters, LLC, FinSecure LLC, Berkley Underwriting Managers Canada, Ltd., Berkley Professional Liability, LLC and Berkley Offshore Underwriting Managers, LLC.

     Commenting on the Company’s performance, William R. Berkley, chairman and chief executive officer, said: “Our operating results for the quarter were satisfactory. The combined ratio and underwriting profitability continued to be good, particularly given the current economic conditions. The Company’s balance sheet and liquidity remain strong.

     “During the year, 20 million shares of our common stock were repurchased. This is part of our on-going focus to maintain the appropriate balance between capital adequacy and return on equity. Our book value per share was up for the year when adjusted for share repurchases and dividends.

     “The tumultuous financial markets in 2008 had an adverse impact on a small portion of our approximately $13 billion investment portfolio. Over 10% of the portfolio is maintained in cash and short-term assets as we believe exceptional liquidity is prudent at this time, in spite of the concomitant loss of investment income.

     “While price competition continues, we are beginning to see selective rate increases in some lines of business. We anticipate consequential improvement in the pricing environment by the end of this year. 2009 will still have substantial underwriting profitability, and we are optimistic that our operating returns will be in line with our targeted annual returns,” Mr. Berkley concluded.

W. R. Berkley Corporation Page 3

Webcast Conference Call

     The Company will hold its quarterly conference call with analysts and investors to discuss its earnings and other information on Monday, February 9, 2009 at 9:00 a.m. eastern time. The conference call will be webcast live on the Company’s website at www.wrberkley.com. A recording of the call will be available on the Company’s website approximately two hours after the end of the conference call.

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 in five segments of the property casualty insurance business: specialty insurance, regional property casualty insurance, alternative markets, reinsurance and international.

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 2009 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 insurance and reinsurance business, product demand and pricing, claims development and the process of estimating reserves, the uncertain nature of damage theories and loss amounts, the potential impact of the current conditions in the financial markets on our results and financial condition, particularly if such conditions continue, the potential impact of current legislative, regulatory, accounting and other initiatives taken or which may be taken in response to the current conditions in the financial markets, natural and man-made catastrophic losses, including as a result of terrorist activities, the impact of significant and increasing competition, the success of our new ventures or acquisitions and the availability of other opportunities, the availability of reinsurance, exposure as to coverage for terrorist acts, our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2007, the ability of our reinsurers to pay reinsurance recoverables owed to us, investment risks, including those of our portfolio of fixed income securities and investments in equity securities, including investments in financial institutions, merger arbitrage and private equity investments, the impact of current conditions in the financial markets on our ability to raise debt or equity capital, if needed, foreign currency and political risks relating to our international operations, other legislative and regulatory developments, including those related to alleged anti-competitive or other improper business practices in the insurance or reinsurance industry, changes in the ratings assigned to us by ratings agencies, the availability of dividends from our insurance company subsidiaries, 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 2009 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
	2008			2007			2008			2007
Revenues:
Net premiums written	$	888,452		$	1,051,964		$	4,033,899		$	4,575,989
Change in unearned premiums		146,867			109,600			255,681			87,712
Premiums earned		1,035,319			1,161,564			4,289,580			4,663,701
Net investment income		113,584			165,634			537,033			634,386
Income (loss) from investment funds		(31,942	)		6,872			(3,553	)		38,274
Insurance service fees		25,355			22,663			102,856			97,689
Realized investment gains (losses)		(108,764	)		1,456			(356,931	)		49,696
Revenues from wholly-owned investees		44,765			41,619			137,280			102,846
Other revenues		518			195			2,543			1,805
Total revenues		1,078,835			1,400,003			4,708,808			5,588,397
Expenses:
Losses and loss expenses		631,663			684,388			2,688,661			2,779,578
Operating costs and expenses		360,163			391,232			1,475,165			1,530,987
Expenses from wholly-owned investees		43,422			39,929			134,037			96,444
Interest expense		20,232			22,889			84,623			88,996
Total expenses		1,055,480			1,138,438			4,382,486			4,496,005
Income before income taxes and minority interest		23,355			261,565			326,322			1,092,392
Income tax benefit (expense)		16,996			(76,050	)		(44,919	)		(323,070	)
Minority interest		(25	)		(1,391	)		(262	)		(3,083	)
Net income	$	40,326		$	184,124		$	281,141		$	766,239
Net income per share:
Basic	$	0.25		$	1.01		$	1.68		$	4.05
Diluted	$	0.24		$	0.97		$	1.62		$	3.90
Average shares outstanding:
Basic		161,388			181,930			166,956			188,981
Diluted		167,859			189,167			173,454			196,698

W. R. Berkley Corporation Page 5

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

	Fourth Quarter						Full Year
	2008			2007			2008			2007
Specialty: (2)
Gross premiums written	$	382,535		$	450,323		$	1,590,335		$	1,816,727
Net premiums written		344,270			415,963			1,453,778			1,704,880
Premiums earned		390,195			445,038			1,618,915			1,772,547
Pre-tax income		66,767			127,985			375,429			516,931
Loss ratio		60.8	%		57.6	%		60.1	%		57.3	%
Expense ratio		29.2	%		27.7	%		28.4	%		26.7	%
GAAP combined ratio		90.0	%		85.3	%		88.5	%		84.0	%
Regional: (2)
Gross premiums written	$	308,147		$	336,646		$	1,385,791		$	1,441,077
Net premiums written		272,728			299,305			1,211,096			1,267,451
Premiums earned		309,673			321,377			1,237,258			1,250,914
Pre-tax income		27,747			54,497			108,720			215,228
Loss ratio		61.2	%		59.2	%		65.4	%		59.1	%
Expense ratio		33.6	%		31.7	%		32.3	%		31.4	%
GAAP combined ratio		94.8	%		90.9	%		97.7	%		90.5	%
Alternative Markets:
Gross premiums written	$	125,387		$	139,631		$	715,979		$	758,285
Net premiums written		104,738			114,791			622,185			656,369
Premiums earned		158,615			164,293			626,858			651,909
Pre-tax income		36,399			56,764			201,879			248,080
Loss ratio		64.3	%		62.9	%		62.7	%		59.2	%
Expense ratio		25.7	%		22.5	%		24.2	%		23.1	%
GAAP combined ratio		90.0	%		85.4	%		86.9	%		82.3	%
Reinsurance: (2)
Gross premiums written	$	91,113		$	139,800		$	458,668		$	732,233
Net premiums written		87,148			134,120			435,108			682,241
Premiums earned		110,806			167,616			519,717			740,439
Pre-tax income		21,473			41,109			117,946			178,302
Loss ratio		59.9	%		60.3	%		64.7	%		65.3	%
Expense ratio		36.3	%		37.1	%		34.7	%		31.3	%
GAAP combined ratio		96.2	%		97.4	%		99.4	%		96.6	%
International:
Gross premiums written	$	92,827		$	93,680		$	369,353		$	304,908
Net premiums written		79,568			87,785			311,732			265,048
Premiums earned		66,030			63,240			286,832			247,892
Pre-tax income		21,580			17,880			52,945			44,457
Loss ratio		55.3	%		53.3	%		61.7	%		62.6	%
Expense ratio		42.6	%		34.6	%		38.9	%		32.4	%
GAAP combined ratio		97.9	%		87.9	%		100.6	%		95.0	%

W. R. Berkley Corporation Page 6

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

	Fourth Quarter						Full Year
	2008			2007			2008			2007
Corporate and Eliminations:
Realized investment gains (losses)	$	(108,764	)	$	1,456		$	(356,931	)	$	49,696
Interest expense		(20,232	)		(22,889	)		(84,623	)		(88,996	)
Other revenues and expenses (3)		(21,615	)		(15,237	)		(89,043	)		(71,306	)
Pre-tax loss		(150,611	)		(36,670	)		(530,597	)		(110,606	)
Total:
Gross premiums written	$	1,000,009		$	1,160,080		$	4,520,126		$	5,053,230
Net premiums written		888,452			1,051,964			4,033,899			4,575,989
Premiums earned		1,035,319			1,161,564			4,289,580			4,663,701
Pre-tax income		23,355			261,565			326,322			1,092,392
Loss ratio		61.0	%		58.9	%		62.7	%		59.6	%
Expense ratio		31.6	%		29.8	%		30.4	%		28.5	%
GAAP combined ratio		92.6	%		88.7	%		93.1	%		88.1	%

(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. Underwriting expenses do not include expenses related to insurance services or unallocated corporate expenses. GAAP combined ratio is the sum of the loss ratio and the expense ratio.
(2)	Weather-related losses were $6 million and $3 million for the fourth quarter of 2008 and 2007, respectively, and $114 million and $34 million for full year 2008 and 2007, respectively. The 2008 weather-related losses, which included losses from Hurricanes Ike, Gustav and Dolly, were $90 million for the regional segment, $9 million for the specialty segment and $15 million for the reinsurance segment.
(3)	Other revenues and expenses include corporate investment income, expenses not allocated to the business segments and revenues and expenses from investments in wholly-owned, non-insurance subsidiaries that are consolidated for financial reporting purposes.

W. R. Berkley Corporation Page 7

Selected Balance Sheet Information
(Amounts in thousands, except per share data)

	December 31,		December 31,
	2008		2007
Net invested assets (1)	$	12,522,360	$	13,251,497
Total assets		16,121,158		16,820,005
Reserves for losses and loss expenses		8,999,596		8,678,034
Senior notes and other debt		1,021,869		1,121,793
Junior subordinated debentures		249,584		249,375
Stockholders’ equity (2) (3) (4)		3,046,319		3,592,368
Shares outstanding (3)		161,467		180,321
Stockholders’ equity per share (4)		18.87		19.92
Stockholders’ equity per share, as previously reported (4)	NA			19.80

(1)	Net invested assets include investments, cash investments and cash equivalents, trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases. Reclassifications have been made to 2007 balance sheet accounts to conform to the presentation of the 2008 financial statements.
(2)	After-tax unrealized investment losses were $142 million as of December 31, 2008 compared with unrealized investment gains of $52 million as of December 31, 2007. Unrealized currency translation losses were $72 million as of December 31, 2008 compared with unrealized currency translation gains of $18 million as of December 31, 2007.
(3)	During 2008, the Company repurchased 20 million shares of its common stock for $546 million. Share repurchases for the full year of 2008 resulted in a reduction of stockholders’ equity per share of $0.89.
(4)	In the fourth quarter of 2008, the Company changed its method of accounting for cash distributions received in excess of an investment’s carrying value. Previously such distributions were reported as a deferred credit and recognized in earnings upon disposal of the investment. Under the new method, such distributions are recognized as a realized gain upon receipt. The Company received cash distributions in excess of the carrying value of an investment in 2007, and the accounting change was applied retrospectively to the 2007 financial statements. The effect of the change was to increase net income and stockholders’ equity by $23 million, or $0.12 per share.

W. R. Berkley Corporation Page 8

Supplemental Information
(Amounts in thousands)

	Fourth Quarter						Full Year
	2008			2007			2008			2007
Reconciliation of net operating income to net income:
Net operating income (1)	$	103,363		$	183,213		$	513,099		$	734,005
Realized investment gains (losses), net of taxes(2)		(70,630	)		911			(231,958	)		32,234
Effective tax rate adjustment (3)		7,593			—			—			—
Net income	$	40,326		$	184,124		$	281,141		$	766,239
Return on equity (4):
Net income		4.5	%		22.1	%		7.8	%		23.0	%
Net operating income		11.5	%		22.0	%		14.3	%		22.0	%
Cash flow:
Cash flow from operations before cash transfers to/from trading account (5)	$	262,991		$	354,441		$	999,147		$	1,449,884
Trading account transfers		503,813			—			553,813			—
Cash flow from operations	$	766,804		$	354,441		$	1,552,960		$	1,449,884

(1)	Net operating income is a non-GAAP financial measure defined by the Company as net income excluding realized investment gains and losses. Management believes that excluding realized investment gains and losses, which result primarily from changes in general economic conditions, provides a useful indicator of trends in the Company’s underlying operations.
(2)	Realized losses include after-tax write-downs of securities determined to have other-than-temporary declines in fair value of $68 million and $282 million for the fourth quarter and full year 2008, respectively.
(3)	Income taxes are allocated to operating income and realized gains and losses based on the actual year-to-date tax rate. For interim periods, any difference between the actual year-to-date tax rate and the previously projected full year effective tax rate is reported separately.
(4)	Return on equity represents net income and net operating income expressed on an annualized basis as a percentage of beginning of year stockholders’ equity.
(5)	Cash flow before trading account transfers is a non-GAAP financial measure that excludes cash contributions to and withdrawals from the arbitrage trading account. Cash transfers to and withdrawals from the arbitrage trading account are the result of changes in investment allocations and management believes that excluding such transfers provides a useful measure of the Company’s cash flow. Reclassifications have been made to the 2007 cash flow to conform to the presentation of the 2008 financial statements.

W. R. Berkley Corporation Page 9

Investment Information
As of December 31, 2008

Investment Allocation (based on carrying values):

U.S. government and agencies		9	%
State and municipal		45	%
Mortgage-backed securities, primarily U.S. government agencies		14	%
Corporate		8	%
Loans receivable, primarily mortgages		3	%
Foreign governments and agencies		2	%
Cash and cash equivalents (includes receivable from brokers and clearing organizations)		11	%
Total fixed maturities		92	%
Trading account equities		1	%
Preferred stock		2	%
Common stock		1	%
Investment funds (1)		4	%
Total invested assets		100	%
Duration	3.1 years
Average quality rating	AA

Net Investment Income (amounts in thousands):

	Fourth Quarter						Full Year
	2008			2007			2008			2007
Fixed maturities, including cash	$	118,700		$	128,205		$	497,549		$	500,378
Equity securities available for sale		6,848			24,408			38,144			57,502
Arbitrage trading account		(10,750	)		14,336			6,032			80,253
Investment expenses		(1,214	)		(1,315	)		(4,692	)		(3,747	)
Total	$	113,584		$	165,634		$	537,033		$	634,386

(1) Financial results for certain investment funds are reported in the Company’s financial statements on a one quarter lag to facilitate the timely completion of the consolidated financial statements.