8-K

As filed with the Securities and Exchange Commission on April 28, 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): April 27, 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

EX-99.1

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 first quarter of 2009. The press release was issued on April 27, 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 April 27, 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: April 28, 2009

EXHIBIT INDEX

Exhibit:
99.1	Press Release dated April 27, 2009

EX-99.1

Exhibit 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 FIRST QUARTER RESULTS
Combined Ratio 93.7%, Book Value per Share Increases to $19.22

          Greenwich, CT, April 27, 2009 — W. R. Berkley Corporation (NYSE: WRB) today reported a net loss for the first quarter of 2009 of $20 million, or 13 cents per share, compared to net income of $188 million, or $1.03 per share, for the first quarter of 2008. Net operating income for the first quarter of 2009 was $42 million, or 25 cents per share, compared with $153 million, or 83 cents per share, for the first quarter of 2008. 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)

	First Quarter
	2009			2008
Gross premiums written	$	1,148,242		$	1,285,173
Net premiums written		1,023,472			1,157,565
Net income (loss)		(20,346	)		188,438
Net income (loss) per diluted share		(0.13	)		1.03
Net operating income		42,498			153,326
Net operating income per diluted share		0.25			0.83

W. R. Berkley Corporation Page 2

First quarter 2009 highlights included:

• GAAP combined ratio was 93.7%.

• Paid loss ratio was 59.4%.

• Book value per share increased 2% to $19.22.

• The Company repurchased 1.6 million shares of its common stock at an average cost of $19.46 per share.

• Cash flow from operations (before cash transferred to investment trading account) was $92 million.

          Commenting on the Company’s performance, William R. Berkley, chairman and chief executive officer, said: “The results for the quarter were generally in line with our expectations. Continued underwriting profitability and improved market values of our core fixed maturity securities more than offset previously announced investment losses, resulting in book value per share growth of approximately 2%.

          “We continue to see our investment risks diminish and our underwriting opportunities improve. Our view of pricing trends remains unchanged as price declines have slowed significantly. By the end of the quarter, prices were increasing in some lines of business and the rate of decline was approaching zero in several others. Our pricing discipline has resulted in a loss of business to our top-line focused competitors. As the overall industry results suffer from aggressive competition, we expect pricing to improve in the latter half of the year.

          “We are beginning to see greater contributions from our start-up ventures and anticipate they will provide a significant benefit to earnings by the first quarter of 2010. The combination of our start-ups and an improving cycle will substantially increase our momentum.

          “In addition, the adjustment of the duration of our bond portfolio over the next nine months to more closely match the duration of our liabilities should increase our investment income significantly. Our positive view remains unabated and we believe the cyclical change is underway,” 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 Tuesday, April 28, 2009 at 9:00 a.m. eastern time. The conference call will be webcast live on the Company’s website at www.wrberkley.com, and related charts will be posted there prior to the call. 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 potential impact of the current conditions in the financial markets and the ongoing economic downturn 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 and the ongoing economic downturn; investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, merger arbitrage and private equity investments; the uncertain nature of damage theories and loss amounts; 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 Programs Reauthorization Act of 2007; the ability of our reinsurers to pay reinsurance recoverables owed to us; the impact of current conditions in the financial markets and the ongoing economic downturn 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 industry; changes in the ratings assigned to us or our insurance company subsidiaries by rating 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 and uncertainties could cause our actual results for the year 2009 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our 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)

	First Quarter
	2009			2008
Revenues:
Net premiums written	$	1,023,472		$	1,157,565
Change in unearned premiums		(44,264	)		(33,256	)
Premiums earned		979,208			1,124,309
Net investment income		138,216			138,771
Income (loss) from investment funds		(115,074	)		5,726
Insurance service fees		26,583			27,112
Realized investment gains (losses), including other than temporary impairments		(96,808	)		54,026
Revenues from wholly-owned investees		30,903			24,888
Other revenues		593			372
Total revenues		963,621			1,375,204
Expenses:
Losses and loss expenses		610,445			683,041
Operating costs and expenses		357,347			380,173
Expenses from wholly-owned investees		29,954			24,935
Interest expense		20,224			22,744
Total expenses		1,017,970			1,110,893
Income (loss) before income taxes		(54,349	)		264,311
Income tax (expense) benefit		34,065			(75,706	)
Net income (loss) before noncontrolling interests		(20,284	)		188,605
Noncontrolling interests		(62	)		(167	)
Net income (loss) attributable to common shareholders	$	(20,346	)	$	188,438
Net income (loss) per share:
Basic	$	(0.13	)	$	1.07
Diluted	$	(0.13	)	$	1.03
Average shares outstanding:
Basic		161,090			176,699
Diluted (1)		161,090			183,804

(1) For the three months ended March 31, 2009, the anti-dilutive effects of 7,001 potential common shares outstanding were excluded from the outstanding diluted shares due to the first quarter net loss.

W. R. Berkley Corporation Page 5

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

	First Quarter
	2009			2008
Specialty:
Gross premiums written	$	364,894		$	428,142
Net premiums written		322,557			397,787
Premiums earned		357,928			429,336
Pre-tax income		27,744			112,786
Loss ratio		62.8	%		58.1	%
Expense ratio		30.7	%		27.6	%
GAAP combined ratio		93.5	%		85.7	%
Regional: (2)
Gross premiums written	$	322,801		$	372,995
Net premiums written		282,035			323,576
Premiums earned		285,616			311,269
Pre-tax income		18,365			37,804
Loss ratio		61.0	%		63.6	%
Expense ratio		33.1	%		31.1	%
GAAP combined ratio		94.1	%		94.7	%
Alternative Markets:
Gross premiums written	$	248,874		$	268,084
Net premiums written		225,715			238,037
Premiums earned		151,993			155,209
Pre-tax income		30,434			60,982
Loss ratio		62.2	%		57.5	%
Expense ratio		24.1	%		23.8	%
GAAP combined ratio		86.3	%		81.3	%
Reinsurance:
Gross premiums written	$	107,856		$	136,465
Net premiums written		100,833			129,646
Premiums earned		105,623			152,434
Pre-tax income		2,999			33,289
Loss ratio		63.4	%		64.0	%
Expense ratio		35.6	%		34.6	%
GAAP combined ratio		99.0	%		98.6	%
International:
Gross premiums written	$	103,817		$	79,487
Net premiums written		92,332			68,519
Premiums earned		78,048			76,061
Pre-tax income		6,168			10,646
Loss ratio		64.1	%		64.0	%
Expense ratio		37.6	%		36.5	%
GAAP combined ratio		101.7	%		100.5	%

W. R. Berkley Corporation Page 6

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

	First Quarter
	2009			2008
Corporate and Eliminations:
Realized investment gains (losses), including other than temporary impairments	$	(96,808	)	$	54,026
Interest expense		(20,224	)		(22,744	)
Other revenues and expenses (3)		(23,027	)		(22,478	)
Pre-tax income (loss)		(140,059	)		8,804
Total:
Gross premiums written	$	1,148,242		$	1,285,173
Net premiums written		1,023,472			1,157,565
Premiums earned		979,208			1,124,309
Pre-tax income (loss)		(54,349	)		264,311
Loss ratio		62.3	%		60.8	%
Expense ratio		31.4	%		29.6	%
GAAP combined ratio		93.7	%		90.4	%

(1)	Loss ratio is losses and loss expenses 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 $9 million and $14 million for the first quarter of 2009 and 2008, respectively.
(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)

	March 31,		December 31,
	2009		2008
Net invested assets (1)	$	12,483,233	$	12,522,360
Total assets		16,193,308		16,121,158
Reserves for losses and loss expenses		9,041,703		8,999,596
Senior notes and other debt		1,021,978		1,021,869
Junior subordinated debentures		249,640		249,584
Total equity (2) (3)		3,079,957		3,051,680
Common stockholders’ equity (4)		3,074,605		3,046,319
Common shares outstanding (4)		159,968		161,467
Common stockholders’ equity per share		19.22		18.87

(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.
(2)	The Company adopted FASB Statement 160 (“FAS 160”), “Non-controlling Interests in Consolidated Financial Statements” effective January 1, 2009. FAS 160 requires that noncontrolling (minority) interests in a subsidiary be reported as equity in the consolidated financial statements. The presentation requirements of FAS 160 were applied retrospectively to the 2008 financial statements. The effect of the adoption of FAS 160 was to increase total equity as of December 31, 2008 by $5 million.
(3)	After-tax unrealized investment losses were $52 million and $142 million as of March 31, 2009 and December 31, 2008, respectively. Unrealized currency translation losses were $80 million and $72 million as of March 31, 2009 and December 31, 2008, respectively.
(4)	During the first quarter 2009, the Company repurchased 1.6 million shares of its common stock for $32 million.

W. R. Berkley Corporation Page 8

Supplemental Information
(Amounts in thousands)

	First Quarter
Reconciliation of net operating income to net income:	2009			2008
Net operating income (1)	$	42,498		$	153,326
Realized investment gains (losses), net of taxes (2)		(62,844	)		35,112
Net income (loss)	$	(20,346	)	$	188,438
Return on common equity (3):
Net income		—			21.0	%
Net operating income		5.6	%		17.1	%
Cash flow:
Cash flow from operations before cash transfers to/from trading account (4)	$	91,560		$	213,360
Trading account transfers		(70,000	)		—
Cash flow from operations	$	21,560		$	213,360

(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 $72 million and $12 million for the first quarter of 2009 and 2008, respectively.
(3)	Return on equity represents net income and net operating income expressed on an annualized basis as a percentage of beginning of year common stockholders’ equity.
(4)	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.