8-K

As filed with the Securities and Exchange Commission on April 27, 2010

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): April 26, 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 first quarter of 2010. The press release was issued on April 26, 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 April 26, 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
Date: April 26, 2010		Title:	Senior Vice President—Chief Financial Officer

EXHIBIT INDEX

Exhibit:
	99.1	Press Release dated April 26, 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 FIRST QUARTER RESULTS
Net Income $119 Million, Return on Equity 13.2%

          Greenwich, Conn., April 26, 2010 — W. R. Berkley Corporation (NYSE: WRB) today reported net income for the first quarter of 2010 of $119 million, or 74 cents per share, compared with a loss of $20 million, or 13 cents per share, for the first quarter of 2009. Operating income for the first quarter of 2010 was $112 million, or 70 cents per share, compared with $117 million, or 70 cents per share, for the corresponding quarter of 2009. 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)

	First Quarter
	2010		2009
Gross premiums written	$	1,126,120	$	1,148,242
Net premiums written		983,950		1,023,472
Net income (loss)		118,610		(20,346	)
Net income (loss) per diluted share		0.74		(0.13	)
Operating income		111,700		117,296
Operating income per diluted share		0.70		0.70

W. R. Berkley Corporation Page 2

First quarter highlights included:

• Return on equity was 13.2%.

• Book value per share increased 3.6% to $23.80.

• GAAP combined ratio was 94.1%.

• Repurchased 3.8 million shares of common stock at an average cost of $24.78 per share and an aggregate cost of $95 million.

          Commenting on the Company’s performance, William R. Berkley, chairman and chief executive officer, said: “We continue to be pleased with our results, especially given the current competitive environment. Our insurance rates remain generally flat, and the pace of the decline in our written premiums has slowed over the past twelve months. We were able to selectively increase prices, although the overall insurance market momentum has not yet turned positive. We are maintaining underwriting discipline and continue to obtain adequately-priced business with customers who value the strengths of our enterprise.

          “As an international insurer, we are working hard to avoid the extreme volatility that creates unpredictability for our stakeholders. In spite of the earthquake in Chile and the winter storms in the Northeast and Europe, we were able to absorb these losses without a significant impact on our results. We pride ourselves on being able to deliver excellent returns while attempting to protect our shareholders from the extremes of unpredictable financial results that natural disasters often bring.

          “As we strive to adjust our business for the current and future environment, we have added operating units and entered new lines of business. We are also building management depth by adding outstanding people throughout the organization. In the short run, we are impacted by an increased expense ratio as earned premium in these new businesses takes time to build. We believe this investment in our future and the concomitant increase in our expense ratio will create long-term value for our enterprise.

          “Book value continued to increase due to a combination of our earnings and the improvement in the value of our investment portfolio. Given our already well-capitalized position, we elected to use most of the earnings generated this quarter to repurchase our shares at prices that we perceived to be attractive. In the long run, we recognize that creating value for our shareholders occurs when we build a better business that has good predictability, high risk-adjusted returns and the right amount of capital,” 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 27, 2010 at 8:30 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; 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 impact of significant competition; 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; the uncertain nature of damage theories and loss amounts; 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)

	First Quarter
	2010			2009
Revenues:
Net premiums written	$	983,950		$	1,023,472
Change in unearned premiums		(53,389	)		(44,264	)
Net premiums earned		930,561			979,208
Net investment income		138,843			138,216
Income (losses) from investment funds		4,718			(115,074	)
Insurance service fees		21,485			26,583
Net investment gains (losses):
Net realized gains on investment sales		8,494			13,392
Other-than-temporary impairments		(2,582	)		(110,200	)
Net investment gains (losses)		5,912			(96,808	)
Revenues from wholly-owned investees		51,576			30,903
Other income		452			593
Total revenues		1,153,547			963,621
Expenses:
Losses and loss expenses		549,973			610,445
Other operating costs and expenses		367,967			357,347
Expenses from wholly-owned investees		48,974			29,954
Interest expense		26,041			20,224
Total expenses		992,955			1,017,970
Income (loss) before income taxes		160,592			(54,349	)
Income tax (expense) benefit		(41,811	)		34,065
Net income (loss) before noncontrolling interests		118,781			(20,284	)
Noncontrolling interests		(171	)		(62	)
Net income (loss) to common stockholders	$	118,610		$	(20,346	)
Net income (loss) per share:
Basic	$	0.77		$	(0.13	)
Diluted	$	0.74		$	(0.13	)
Average shares outstanding:
Basic		153,445			161,090
Diluted (1)		159,771			161,090

(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 a net loss for that period.

W. R. Berkley Corporation Page 5

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

	First Quarter
	2010			2009
Specialty: (2)
Gross premiums written	$	342,932		$	364,894
Net premiums written		301,928			322,557
Premiums earned		312,953			357,928
Pre-tax income		75,670			27,744
Loss ratio		57.9	%		62.8	%
Expense ratio		33.6	%		30.7	%
GAAP combined ratio		91.5	%		93.5	%
Regional: (2)
Gross premiums written	$	302,641		$	322,801
Net premiums written		272,032			282,035
Premiums earned		263,669			285,616
Pre-tax income		41,964			18,365
Loss ratio		57.2	%		61.0	%
Expense ratio		35.5	%		33.1	%
GAAP combined ratio		92.7	%		94.1	%
Alternative Markets:
Gross premiums written	$	241,351		$	248,874
Net premiums written		210,405			225,715
Premiums earned		154,785			151,993
Pre-tax income		50,985			30,434
Loss ratio		64.6	%		62.2	%
Expense ratio		25.5	%		24.1	%
GAAP combined ratio		90.1	%		86.3	%
Reinsurance: (2)
Gross premiums written	$	106,369		$	107,856
Net premiums written		98,771			100,833
Premiums earned		99,558			105,623
Pre-tax income		34,420			2,999
Loss ratio		50.4	%		63.4	%
Expense ratio		43.8	%		35.6	%
GAAP combined ratio		94.2	%		99.0	%
International: (2)
Gross premiums written	$	132,827		$	103,817
Net premiums written		100,814			92,332
Premiums earned		99,596			78,048
Pre-tax income		373			6,168
Loss ratio		67.9	%		64.1	%
Expense ratio		43.6	%		37.6	%
GAAP combined ratio		111.5	%		101.7	%

W. R. Berkley Corporation Page 6

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

	First Quarter
	2010			2009
Corporate and Eliminations:
Net investment gains (losses)	$	5,912		$	(96,808	)
Interest expense		(26,041	)		(20,224	)
Other revenues and expenses (3)		(22,691	)		(23,027	)
Pre-tax loss		(42,820	)		(140,059	)
Consolidated:
Gross premiums written	$	1,126,120		$	1,148,242
Net premiums written		983,950			1,023,472
Premiums earned		930,561			979,208
Pre-tax income (loss)		160,592			(54,349	)
Loss ratio		59.1	%		62.3	%
Expense ratio		35.0	%		31.4	%
GAAP combined ratio		94.1	%		93.7	%

(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)	Catastrophe and weather-related losses were $23 million and $9 million for the first quarter of 2010 and 2009, 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,
	2010		2009
Net invested assets (1)	$	13,681,731	$	13,726,213
Total assets		17,231,923		17,328,596
Reserves for losses and loss expenses		9,072,061		9,071,671
Senior notes and other debt		1,345,463		1,345,481
Junior subordinated debentures		242,631		249,793
Common stockholders’ equity (2) (3)		3,645,984		3,596,067
Common stock outstanding (3)		153,188		156,552
Common stockholders’ equity per share (3)		23.80		22.97

(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 $259 million and $219 million as of March 31, 2010 and December 31, 2009, respectively. Unrealized currency translation losses were $53 million and $40 million as of March 31, 2010 and December 31, 2009, respectively.
(3)	During the first quarter of 2010, the Company repurchased 3.8 million shares of its common stock at an average cost of $24.78 per share and an aggregate cost of $95 million.

W. R. Berkley Corporation Page 8

Supplemental Information
(Amounts in thousands)

	First Quarter
	2010			2009
Reconciliation of operating income to net income (loss):
Operating income (1)	$	111,700		$	117,296
Investment gains (losses), net of tax		3,843			(62,844	)
Income (losses) from investment funds, net of tax		3,067			(74,798	)
Net income (loss)	$	118,610		$	(20,346	)
Return on equity:
Net income (2)		13.2	%		N/M
Operating income (1) (2)		12.4	%		15.4	%
Cash flow:
Cash flow from operations before cash transfers to/from trading account (3)	$	57,159		$	91,560
Cash transfers to/from trading account		—			(70,000	)
Cash flow from operations	$	57,159		$	21,560
Other operating costs and expenses:
Underwriting expenses	$	325,603		$	307,956
Service expenses		18,544			22,057
Net foreign currency losses (gains)		(5,027	)		532
Other costs and expenses		28,847			26,802
Total	$	367,967		$	357,347

(1)	Operating income is a non-GAAP financial measure defined by the Company as net income (loss) excluding income and losses from investment funds and net investment gains and losses. The Company refined its definition of operating income to exclude income and losses from investment funds beginning with the second quarter of 2009. Operating income for the first quarter of 2009 was restated to reflect this change. 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.