8-K

As filed with the Securities and Exchange Commission on October 26, 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): October 25, 2010

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))

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 third quarter of 2010. The press release was issued on October 25, 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 October 25, 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: October 25, 2010

EXHIBIT INDEX

Exhibit:
99.1	Press Release dated October 25, 2010

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:	Karen A. Horvath
		Vice President — External
		Financial Communications
		(203) 629–3000

W. R. BERKLEY CORPORATION REPORTS THIRD QUARTER RESULTS
Net Income of $94 Million, Book Value per Share Up 6%

     Greenwich, CT, October 25, 2010 — W. R. Berkley Corporation (NYSE: WRB) today reported net income for the third quarter of 2010 of $94 million, or 61 cents per share, compared with $98 million, or 59 cents per share, for the third quarter of 2009. Operating income for the third quarter of 2010 was $103 million, or 67 cents per share, compared with $112 million, or 67 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)

	Third Quarter				Nine Months
	2010		2009		2010		2009
Gross premiums written	$	1,121,395	$	1,096,740	$	3,360,984	$	3,299,559
Net premiums written		986,706		969,329		2,932,010		2,901,713
Net income		93,619		97,722		322,436		174,763
Net income per diluted share		0.61		0.59		2.05		1.05
Operating income		102,579		111,746		316,054		328,972
Operating income per diluted share		0.67		0.67		2.01		1.97

W. R. Berkley Corporation Page 2

Third quarter highlights included:

• Net premiums written increased 2%.

• GAAP combined ratio was 95.4%.

• Operating return on equity was 11.4%.

• Book value per share increased 6% to $26.36.

• Repurchased 3.3 million shares of common stock at an average cost of $26.41 per share and an aggregate cost of $88 million.

     Commenting on the Company’s performance, William R. Berkley, chairman and chief executive officer, said: “We are satisfied with our third quarter results. In spite of substantial weather-related losses, our combined ratio was in line with our expectations. We continue to record the current accident year on a cautious basis. Given the duration of our loss reserves, we believe the long-term threat of inflation requires a cautious approach to establishing casualty reserves.

     “Our latest price monitor shows no overall change in year over year price levels, and, in fact, prices are increasing in some lines of business. We believe the industry is currently running at an operating loss with an accident year combined ratio of approximately 110%. Current behavior needs to change, and it will when declining investment returns and underwriting losses can no longer be ignored.

     “We have been able to maintain our investment returns in spite of the decline in interest rates. Our overall investment income improved from the previous quarter in large part due to the improvement in our merger arbitrage account. Our focus continues to be on maintaining the quality of the portfolio and optimizing our after-tax return. We have kept our portfolio duration between 3.5 and 3.6 years. We have been able to find high quality securities with attractive returns that do not fit in portfolios of other investors who have a greater need for short-term liquidity.

     “Overall, business is more than satisfactory. Our start-up companies continue to gain traction, and we expect to grow modestly in 2010 and more significantly next year. We anticipate an improving return from this point forward, and we remain optimistic about the direction of our business for the foreseeable future,” 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, October 26, 2010 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 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 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)

	Third Quarter						Nine Months
	2010			2009			2010			2009
Revenues:
Net premiums written	$	986,706		$	969,329		$	2,932,010		$	2,901,713
Change in unearned premiums		(19,409	)		(26,189	)		(86,024	)		(28,193	)
Net premiums earned		967,297			943,140			2,845,986			2,873,520
Net investment income		138,187			141,029			405,221			411,380
Losses from investment funds		(19,044	)		(25,657	)		(12,786	)		(178,552	)
Insurance service fees		22,175			22,039			64,050			73,879
Net investment gains (losses):
Net realized gains on investment sales		6,327			9,594			26,355			72,210
Other-than-temporary impairments		(1,123	)		(5,316	)		(3,705	)		(139,448	)
Less other-than-temporary impairments recognized in other comprehensive income		—			(195	)		—			8,409
Net investment gains (losses)		5,204			4,083			22,650			(58,829	)
Revenues from wholly-owned investees		61,983			51,201			166,488			132,046
Other income		310			474			1,118			1,584
Total revenues		1,176,112			1,136,309			3,492,727			3,255,028
Expenses:
Losses and loss expenses		597,907			585,964			1,718,355			1,793,676
Other operating costs and expenses		369,217			353,122			1,108,007			1,075,983
Expenses from wholly-owned investees		60,963			49,849			159,871			126,594
Interest expense		26,725			21,599			78,780			62,036
Total expenses		1,054,812			1,010,534			3,065,013			3,058,289
Income before income taxes		121,300			125,775			427,714			196,739
Income tax expense		(27,631	)		(27,987	)		(105,040	)		(21,803	)
Net income before noncontrolling interests		93,669			97,788			322,674			174,936
Noncontrolling interests		(50	)		(66	)		(238	)		(173	)
Net income to common stockholders	$	93,619		$	97,722		$	322,436		$	174,763
Net income per share:
Basic	$	0.64		$	0.61		$	2.14		$	1.09
Diluted	$	0.61		$	0.59		$	2.05		$	1.05
Average shares outstanding:
Basic		147,079			160,468			150,556			160,520
Diluted		154,160			166,736			157,054			166,765

W. R. Berkley Corporation Page 5

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

	Third Quarter						Nine Months
	2010			2009			2010			2009
Specialty:
Gross premiums written	$	383,877		$	352,372		$	1,131,216		$	1,112,155
Net premiums written		330,985			300,512			975,188			961,752
Premiums earned		326,239			326,645			955,705			1,030,625
Pre-tax income		61,989			56,211			212,836			149,875
Loss ratio		61.6	%		63.8	%		59.0	%		62.2	%
Expense ratio		32.0	%		31.5	%		32.7	%		30.6	%
GAAP combined ratio		93.6	%		95.3	%		91.7	%		92.8	%
Regional:(2)
Gross premiums written	$	300,010		$	311,430		$	889,362		$	951,676
Net premiums written		272,116			277,097			802,691			836,862
Premiums earned		268,089			276,369			798,387			843,888
Pre-tax income		22,946			30,287			90,415			60,329
Loss ratio		62.6	%		62.6	%		60.7	%		63.4	%
Expense ratio		35.6	%		33.1	%		35.5	%		33.5	%
GAAP combined ratio		98.2	%		95.7	%		96.2	%		96.9	%
Alternative Markets:
Gross premiums written	$	184,568		$	191,493		$	572,518		$	554,327
Net premiums written		152,068			169,214			479,565			494,415
Premiums earned		148,830			149,606			458,842			452,908
Pre-tax income		42,007			42,713			138,563			110,108
Loss ratio		68.0	%		63.9	%		65.9	%		64.1	%
Expense ratio		26.0	%		26.6	%		25.8	%		25.4	%
GAAP combined ratio		94.0	%		90.5	%		91.7	%		89.5	%
Reinsurance:(2)
Gross premiums written	$	102,785		$	131,779		$	323,800		$	355,852
Net premiums written		98,428			122,963			304,832			330,851
Premiums earned		103,126			107,045			308,316			306,925
Pre-tax income		26,508			26,261			91,085			50,488
Loss ratio		53.7	%		57.1	%		53.3	%		59.1	%
Expense ratio		39.5	%		39.7	%		41.4	%		39.3	%
GAAP combined ratio		93.2	%		96.8	%		94.7	%		98.4	%
International:(2)
Gross premiums written	$	150,155		$	109,666		$	444,088		$	325,549
Net premiums written		133,109			99,543			369,734			277,833
Premiums earned		121,013			83,475			324,736			239,174
Pre-tax income		12,712			9,496			19,671			16,384
Loss ratio		60.1	%		57.4	%		62.8	%		61.1	%
Expense ratio		38.3	%		41.0	%		40.9	%		39.1	%
GAAP combined ratio		98.4	%		98.4	%		103.7	%		100.2	%

W. R. Berkley Corporation Page 6

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

	Third Quarter						Nine Months
	2010			2009			2010			2009
Corporate and Eliminations:
Net investment gains (losses)	$	5,204		$	4,083		$	22,650		$	(58,829	)
Interest expense		(26,725	)		(21,599	)		(78,780	)		(62,036	)
Other revenues and expenses (3)		(23,341	)		(21,677	)		(68,726	)		(69,580	)
Pre-tax loss		(44,862	)		(39,193	)		(124,856	)		(190,445	)
Consolidated:
Gross premiums written	$	1,121,395		$	1,096,740		$	3,360,984		$	3,299,559
Net premiums written		986,706			969,329			2,932,010			2,901,713
Premiums earned		967,297			943,140			2,845,986			2,873,520
Pre-tax income		121,300			125,775			427,714			196,739
Loss ratio		61.8	%		62.1	%		60.4	%		62.4	%
Expense ratio		33.6	%		32.9	%		34.3	%		32.3	%
GAAP combined ratio		95.4	%		95.0	%		94.7	%		94.7	%

(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)	For the third quarter of 2010 and 2009, catastrophe and weather-related losses were $22 million and $23 million, respectively. For the first nine months of 2010 and 2009, catastrophe and weather-related losses were $75 million and $59 million, 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)

	September 30,		December 31,
	2010		2009
Net invested assets (1)	$	14,181,280	$	13,726,213
Total assets		17,812,851		17,328,596
Reserves for losses and loss expenses		9,135,156		9,071,671
Senior notes and other debt		1,494,207		1,345,481
Junior subordinated debentures		242,733		249,793
Common stockholders’ equity (2) (3)		3,827,392		3,596,067
Common stock outstanding (3)		145,203		156,552
Common stockholders’ equity per share (3)		26.36		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 $451 million and $219 million as of September 30, 2010 and December 31, 2009, respectively. Unrealized currency translation losses were $40 million as of September 30, 2010 and December 31, 2009.
(3)	During the first nine months of 2010, the Company repurchased 12.2 million shares of its common stock at an average cost of $26.09 per share and an aggregate cost of $319 million.

W. R. Berkley Corporation Page 8

Supplemental Information
(Amounts in thousands)

	Third Quarter						Nine Months
	2010			2009			2010			2009
Reconciliation of operating income to net income:
Operating income (1)	$	102,579		$	111,746		$	316,054		$	328,972
Investment gains (losses), net of tax		3,364			2,653			14,656			(38,150	)
Income (losses) from investment funds, net of tax		(12,324	)		(16,677	)		(8,274	)		(116,059	)
Net income	$	93,619		$	97,722		$	322,436		$	174,763
Return on equity:
Net income (2)		10.4	%		12.8	%		12.0	%		7.6	%
Operating income (1) (2)		11.4	%		14.7	%		11.7	%		14.4	%
Cash flow:
Cash flow from operations before cash transfers to/from trading account (3)	$	204,047		$	267,870		$	390,717		$	548,638
Cash transfers to/from trading account		—			(93,341	)		—			(383,341	)
Cash flow from operations	$	204,047		$	174,529		$	390,717		$	165,297
Other operating costs and expenses:
Underwriting expenses	$	325,340		$	310,618		$	975,542		$	927,544
Service expenses		17,487			19,770			54,442			62,330
Net foreign currency losses (gains)		(1,916	)		(4,631	)		(5,627	)		1,328
Other costs and expenses		28,306			27,365			83,650			84,781
Total	$	369,217		$	353,122		$	1,108,007		$	1,075,983

(1)	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. 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.

W. R. Berkley Corporation Page 9

Investment Portfolio
September 30, 2010
(Amounts in thousands)

			Carrying		Percent
	Cost		Value		of Total
Fixed maturity securities:
United States government and government agencies	$	1,365,193	$	1,446,917		10.2	%
State and municipal		5,516,125		5,830,960		41.1	%
Mortgage-backed securities
Agency		1,023,612		1,081,663		7.6	%
Residential — Prime		270,893		267,492		1.9	%
Residential — Alt A		81,150		80,098		0.6	%
Commercial		43,341		36,664		0.2	%
Total mortgage-backed securities		1,418,996		1,465,917		10.3	%
Corporate
Industrial		883,951		974,331		6.9	%
Financial		606,501		631,629		4.5	%
Utilities		177,124		193,121		1.4	%
Asset-backed		240,211		231,704		1.6	%
Other		135,242		137,148		1.0	%
Total corporate		2,043,029		2,167,933		15.4	%
Foreign government and foreign government agencies		449,659		475,030		3.3	%
Total fixed maturity securities		10,793,002		11,386,757		80.3	%
Equity securities available for sale:
Preferred stocks
Financial		110,163		103,902		0.8	%
Real estate		73,287		76,323		0.5	%
Utilities		52,888		53,931		0.4	%
Common stock		125,513		227,635		1.6	%
Total equity securities available for sale		361,851		461,791		3.3	%
Arbitrage trading account		472,209		472,209		3.3	%
Investment in arbitrage funds		60,127		60,127		0.4	%
Investment funds		408,158		409,004		2.9	%
Loans receivable		357,805		357,805		2.5	%
Cash and cash equivalents (1)		1,033,587		1,033,587		7.3	%
Net invested assets	$	13,486,739	$	14,181,280		100.0	%

(1) Includes trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases.