8-K

As filed with the Securities and Exchange Commission on February 9, 2010

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 8, 2010

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))

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 2009 and the year then ended. The press release was issued on February 8, 2010. 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 8, 2010

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

Date: February 8, 2010

EXHIBIT INDEX

Exhibit:
99.1	Press Release dated February 8, 2010

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 FOURTH QUARTER RESULTS
Net Income $134 million, Return on Equity 17.6%

     Greenwich, CT, February 8, 2010 — W. R. Berkley Corporation (NYSE: WRB) today reported net income for the fourth quarter of 2009 of $134 million, or 81 cents per share, compared with $40 million, or 24 cents per share, for the fourth quarter of 2008. Operating income for the fourth quarter of 2009 was $118 million, or 71 cents per share, compared with $124 million, or 74 cents per share, for the corresponding quarter of 2008. Operating income is a non-GAAP financial measure defined by the Company as net income excluding income and losses from investment funds and net investment gains and losses.

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

	Fourth Quarter				Full Year
	2009		2008		2009		2008
Gross premiums written	$	953,880	$	1,000,009	$	4,253,439	$	4,520,126
Net premiums written		828,382		888,452		3,730,095		4,033,899
Net income		134,294		40,326		309,057		281,141
Net income per diluted share		0.81		0.24		1.86		1.62
Operating income		117,768		124,125		446,740		515,408
Operating income per diluted share		0.71		0.74		2.68		2.97

W. R. Berkley Corporation Page 2

Fourth quarter highlights included:

• The overall return on equity was 17.6%, and the operating return on equity was 15.5%.

• Book value per share increased to $22.97.

• Investment income increased 24%.

• GAAP combined ratio was 92.6%.

• Cash flow from operations was $151 million.

• Repurchased 4.6 million shares of common stock for $112 million.

     The Company also announced that its Board of Directors has increased the Company’s share repurchase authorization by 10 million shares, to 11.5 million shares. The increased authorization represents approximately 7 percent of the Company’s shares outstanding at December 31, 2009. Repurchases may be made from time to time at prevailing prices in the open market or in privately negotiated transactions, subject to market conditions and other factors.

     Commenting on the Company’s performance, William R. Berkley, chairman and chief executive officer, said: “We are pleased with our results for the quarter. Underwriting performance was in line with our expectations and investment returns are approaching their historic levels. Operating return on equity of 15.5 percent reached our target even as we continued to invest in new operating units that will better position us for the future.

     “As we maintain disciplined pricing, our existing book of business continues to modestly shrink. It is still hard to find new business that is attractively priced in the current marketplace. However, we are beginning to see improving price trends in selected lines of business.

     “Our investment portfolio continues to perform well with the fixed income portion having an average rating of AA and a duration that is slightly shorter than the duration of our liabilities. We feel comfortable with our existing investment portfolio and remain optimistic about its longer term performance.

     “In the fourth quarter, the company repurchased 4.6 million shares of its common stock, and in January of 2010 we repurchased another 3.8 million shares. As our earnings generate capital in excess of what our business requires, we will evaluate how to use the excess in our already well-capitalized business. We see signs of a cyclical change and are particularly well-positioned for a market turn. We are expecting to achieve our goal of a 15% return on equity for the year and continue to be positive on the opportunities for our company,” 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, February 9, 2010 at 10:00 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 2010 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; the impact of significant competition; 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, merger arbitrage and private equity investments; the uncertain nature of damage theories and loss amounts; the potential impact of the economic downturn, and any legislative, regulatory, accounting or other initiatives taken in response to it, on our results and financial condition; natural and man-made catastrophic losses, including as a result of terrorist activities; 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 Programs Reauthorization Act of 2007; the ability of our reinsurers to pay reinsurance recoverables owed to us; 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 2010 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)

	Fourth Quarter						Full Year
	2009			2008			2009			2008
Revenues:
Net premiums written	$	828,382		$	888,452		$	3,730,095		$	4,033,899
Change in unearned premiums		103,947			146,867			75,754			255,681
Net premiums earned		932,329			1,035,319			3,805,849			4,289,580
Net investment income		141,181			113,584			552,561			537,033
Income (losses) from investment funds		4,999			(31,942	)		(173,553	)		(3,553	)
Insurance service fees		19,366			25,355			93,245			102,856
Net investment gains (losses):
Net realized gains (losses) on investment sales		32,243			(4,327	)		104,453			76,619
Other-than-temporary impairments		(12,279	)		(104,437	)		(151,727	)		(433,550	)
Portion of impairments reclassified to other comprehensive income		457			—			8,866			—
Net investment gains (losses)		20,421			(108,764	)		(38,408	)		(356,931	)
Revenues from wholly-owned investees		57,301			44,765			189,347			137,280
Other income		553			518			2,137			2,543
Total revenues		1,176,150			1,078,835			4,431,178			4,708,808
Expenses:
Losses and loss expenses		543,031			631,663			2,336,707			2,688,661
Other operating costs and expenses		364,855			360,163			1,440,838			1,475,165
Expenses from wholly-owned investees		56,820			43,422			183,414			134,037
Interest expense		25,953			20,232			87,989			84,623
Total expenses		990,659			1,055,480			4,048,948			4,382,486
Income before income taxes		185,491			23,355			382,230			326,322
Income tax (expense) benefit		(51,347	)		16,996			(73,150	)		(44,919	)
Net income before noncontrolling interests		134,144			40,351			309,080			281,403
Noncontrolling interests		150			(25	)		(23	)		(262	)
Net income to common stockholders	$	134,294		$	40,326		$	309,057		$	281,141
Net income per share:
Basic	$	0.84		$	0.25		$	1.93		$	1.68
Diluted	$	0.81		$	0.24		$	1.86		$	1.62
Average shares outstanding:
Basic		159,873			161,388			160,357			166,956
Diluted		166,193			167,859			166,574			173,454

W. R. Berkley Corporation Page 5

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

	Fourth Quarter						Full Year
	2009			2008			2009			2008
Specialty: (2)
Gross premiums written	$	352,050		$	382,535		$	1,464,205		$	1,590,335
Net premiums written		298,699			344,270			1,260,451			1,453,778
Premiums earned		323,730			390,195			1,354,355			1,618,915
Pre-tax income		71,031			66,767			220,906			375,429
Loss ratio		61.2	%		60.8	%		61.9	%		60.1	%
Expense ratio		32.4	%		29.2	%		31.1	%		28.4	%
GAAP combined ratio		93.6	%		90.0	%		93.0	%		88.5	%
Regional: (2)
Gross premiums written	$	278,110		$	308,147		$	1,229,786		$	1,385,791
Net premiums written		244,238			272,728			1,081,100			1,211,096
Premiums earned		272,983			309,673			1,116,871			1,237,258
Pre-tax income		45,749			27,747			106,078			108,720
Loss ratio		55.3	%		61.2	%		61.4	%		65.4	%
Expense ratio		36.4	%		33.6	%		34.2	%		32.3	%
GAAP combined ratio		91.7	%		94.8	%		95.6	%		97.7	%
Alternative Markets:
Gross premiums written	$	110,422		$	125,387		$	664,749		$	715,979
Net premiums written		95,222			104,738			589,637			622,185
Premiums earned		145,024			158,615			597,932			626,858
Pre-tax income		52,767			36,399			162,875			201,879
Loss ratio		61.0	%		64.3	%		63.4	%		62.7	%
Expense ratio		27.0	%		25.7	%		25.8	%		24.2	%
GAAP combined ratio		88.0	%		90.0	%		89.2	%		86.9	%
Reinsurance: (2)
Gross premiums written	$	100,116		$	91,113		$	455,968		$	458,668
Net premiums written		92,574			87,148			423,425			435,108
Premiums earned		104,586			110,806			411,511			519,717
Pre-tax income		35,870			21,473			86,358			117,946
Loss ratio		54.3	%		59.9	%		57.9	%		64.7	%
Expense ratio		38.5	%		36.3	%		39.1	%		34.7	%
GAAP combined ratio		92.8	%		96.2	%		97.0	%		99.4	%
International:
Gross premiums written	$	113,182		$	92,827		$	438,731		$	369,353
Net premiums written		97,649			79,568			375,482			311,732
Premiums earned		86,006			66,030			325,180			286,832
Pre-tax income (3)		6,335			21,580			22,719			52,945
Loss ratio		56.6	%		55.3	%		59.9	%		61.7	%
Expense ratio		43.3	%		42.6	%		40.2	%		38.9	%
GAAP combined ratio		99.9	%		97.9	%		100.1	%		100.6	%

W. R. Berkley Corporation Page 6

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

	Fourth Quarter						Full Year
	2009			2008			2009			2008
Corporate and Eliminations:
Net investment gains (losses)	$	20,421		$	(108,764	)	$	(38,408	)	$	(356,931	)
Interest expense		(25,953	)		(20,232	)		(87,989	)		(84,623	)
Other revenues and expenses (4)		(20,729	)		(21,615	)		(90,309	)		(89,043	)
Pre-tax loss		(26,261	)		(150,611	)		(216,706	)		(530,597	)
Consolidated:
Gross premiums written	$	953,880		$	1,000,009		$	4,253,439		$	4,520,126
Net premiums written		828,382			888,452			3,730,095			4,033,899
Premiums earned		932,329			1,035,319			3,805,849			4,289,580
Pre-tax income		185,491			23,355			382,230			326,322
Loss ratio		58.2	%		61.0	%		61.4	%		62.7	%
Expense ratio		34.4	%		31.6	%		32.8	%		30.4	%
GAAP combined ratio		92.6	%		92.6	%		94.2	%		93.1	%

(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 $4 million and $6 million for the fourth quarter of 2009 and 2008, respectively, and $63 million and $114 million for full year 2009 and 2008, respectively.
(3)	Pre-tax income for the international segment is net of foreign currency losses of $1 million in the fourth quarter of 2009 compared with foreign currency gains of $16 million in the fourth quarter of 2008.
(4)	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,
	2009		2008
Net invested assets (1)	$	13,726,213	$	12,522,360
Total assets		17,328,596		16,121,158
Reserves for losses and loss expenses		9,071,671		8,999,596
Senior notes and other debt		1,345,481		1,021,869
Junior subordinated debentures		249,793		249,584
Common stockholders’ equity (2) (3)		3,596,067		3,046,319
Common stock outstanding (3)		156,552		161,467
Common stockholders’ equity per share (3)		22.97		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)	After-tax unrealized investment gains were $219 million at December 31, 2009, compared with after-tax unrealized investment losses of $142 million at December 31, 2008. Unrealized currency translation losses were $40 million and $72 million as of December 31, 2009 and 2008, respectively.
(3)	During 2009, the Company repurchased 6.2 million shares of its common stock at an average cost of $23.02 and an aggregate cost of $144 million.

W. R. Berkley Corporation Page 8

Supplemental Information
(Amount in thousands)

	Fourth Quarter						Full Year
	2009			2008			2009			2008
Reconciliation of operating income to net income:
Operating income (1)	$	117,768		$	124,125		$	446,740		$	515,408
Investment gains (losses), net of tax		13,276			(70,630	)		(24,874	)		(231,958	)
Income (losses) from investment funds, net of tax		3,250			(20,762	)		(112,809	)		(2,309	)
Effective tax rate adjustment		—			7,593			—			—
Net income	$	134,294		$	40,326		$	309,057		$	281,141
Return on equity:
Net income (2)		17.6	%		4.5	%		10.1	%		7.8	%
Operating income (2)		15.5	%		13.8	%		14.7	%		14.3	%
Cash flow:
Cash flow from operations before cash transfers to/from trading account (3)	$	150,757		$	262,991		$	699,395		$	999,147
Cash transfers to/from trading account		—			503,813			(383,341	)		553,813
Cash flow from operations	$	150,757		$	766,804		$	316,054		$	1,552,960
Other operating costs and expenses:
Underwriting expenses	$	320,919		$	326,953		$	1,248,463		$	1,303,551
Service expenses		16,001			21,388			78,331			87,397
Net foreign currency (gains) losses		2,885			(15,868	)		4,213			(23,213	)
Other costs and expenses		25,050			27,690			109,831			107,430
Total	$	364,855		$	360,163		$	1,440,838		$	1,475,165

(1)	Operating income is a non-GAAP financial measure defined by the Company as net income excluding income or losses from investment funds and net investment gains and losses. The Company refined its definition of operating income beginning with the second quarter of 2009. Management believes that excluding income and losses from investment funds and net 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)	Return on equity represents net income and net operating 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 and withdrawals 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.