A Dark Vector Cognition product

Item 15. (b) EXHIBITS

34K characters. Original on sec.gov · Markdown

Item 15. (b) EXHIBITS

Number
(3.1)The Company’s Restated Certificate of Incorporation, as amended through May 10, 2004 (incorporated by reference to Exhibits 3.1 and 3.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on August 6, 2003).
(3.2)Amendment, dated May 11, 2004, to the Company’s Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly report on Form 10-Q (File No. 1-15202) filed with the Commission on August 5, 2004).
(3.3)Amendment, dated May 16, 2006, to the Company’s Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the Commission on May 17, 2006).
(3.4)Amended and Restated By-Laws (incorporated by reference to Exhibit 3 (ii) of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the Commission on March 1, 2012).
(4.1)Indenture, dated as of February 14, 2003, between the Company and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K (File No. 1-15202) filed with the Commission of March 31, 2003).
(4.2)Third Supplemental Indenture, dated as of August 24, 2004, between the Company and The Bank of New York, as Trustee, relating to $150,000,000 principal amount of the Company’s 6.150% Senior Notes due 2019, including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.4 of the Company’s Annual Report on Form 10-K (File No. 1-15202) filed with the Commission on March 14, 2005).
(4.3)Fourth Supplemental Indenture, dated as of May 9, 2005, between the Company and The Bank of New York, as Trustee, relating to $200,000,000 principal amount of the Company’s 5.60% Senior Notes due 2015, including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15200) filed with the Commission on August 2, 2005).
(4.4)Fifth Supplemental Indenture, dated as of February 9, 2007, between the Company and The Bank of New York, as Trustee, relating to $250,000,000 principal amount of the Company’s 6.25% Senior Notes due 2037, including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K (File No. 1-15202) filed with the Commission on March 1, 2007).
(4.5)Sixth Supplemental Indenture, dated as of September 14, 2009, between the Company and The Bank of New York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company’s 7.375% Senior Notes due 2019, including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K (File No. 1-15202) filed with the Commission on February 26, 2010).
(4.6)Seventh Supplemental Indenture, dated as of September 16, 2010, between the Company and The Bank of New York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company’s 5.375% Senior Notes due 2020, including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the Commission on September 16, 2010).
(4.7)Eighth Supplemental Indenture, dated as of March 16, 2012, between the Company and The Bank of New York Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 4.625% Senior Notes due 2022, including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File No. 1-15202) filed with the Commission on March 16, 2012).
(4.8)Ninth Supplemental Indenture, dated as of August 6, 2014, between the Company and The Bank of New York Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 4.75% Senior Notes due 2044, including form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File No. 1-15202) filed with the Commission on August 6, 2014).
(4.9)Subordinated Indenture, dated as of May 2, 2013, between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File No. 1-15202) filed with the Commission on May 2, 2013).
(4.10)First Supplemental Indenture, dated as of May 2, 2013, between the Company and The Bank of New York Mellon, as Trustee, relating to $350,000,000 principal amount of the Company's 5.625% Subordinated Debentures due 2053, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File No. 1-15202) filed with the Commission on May 2, 2013).
(4.11)The instruments defining the rights of holders of the other long term debt securities of the Company are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company agrees to furnish supplementally copies of these instruments to the Commission upon request.
(10.1)W. R. Berkley Corporation 2003 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s 2003 Proxy Statement (File No. 1-15202) filed with the Commission on April 14, 2003).
(10.2)W. R. Berkley Corporation 2012 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s 2012 Proxy Statement (File No. 1-15202) filed with the Commission on April 9, 2012).
(10.3)Form of Performance-Based Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on November 7, 2014).
(10.4)Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on November 8, 2012).
(10.5)Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on May 3, 2005).
(10.6)Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on August 6, 2010).
(10.7)Form of Restricted Stock Unit Agreement for grant of April 4, 2003 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on August 6, 2003).
(10.8)W. R. Berkley Corporation Deferred Compensation Plan for Officers as amended and restated effective December 3, 2007 (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the Commission on December 19, 2007).
(10.9)W. R. Berkley Corporation Deferred Compensation Plan for Directors as amended and restated effective December 3, 2007 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the Commission on December 19, 2007).
(10.10)W. R. Berkley Corporation 2007 Annual Incentive Compensation Plan (incorporated by reference to Annex A of the Company’s 2006 Proxy Statement (File No. 1-15202) filed with the Commission on April 18, 2006).
(10.11)W. R. Berkley Corporation 2009 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company’s 2009 Proxy Statement (File No. 1-15202) filed with the Commission on April 17, 2009).
(10.12)Form of 2011 Performance Unit Award Agreement under the W. R. Berkley Corporation 2009 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.12 of the Company's Annual Report on Form 10-K (File No. 1-15202) filed with the Commission on February 28, 2012).
(10.13)W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company’s 2014 Proxy Statement (File No. 1-15202) filed with the Commission on April 7, 2014).
(10.14)Form of 2014 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on May 12, 2014).
(10.15)W. R. Berkley Corporation 2009 Directors Stock Plan (incorporated by reference to Annex B of the Company’s 2009 Proxy Statement (File No. 1-15202) filed with the Commission on April 17, 2009).
(10.16)Supplemental Benefits Agreement between William R. Berkley and the Company as amended and restated as of December 21, 2011 (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K (File No. 1-15202) filed with the Commission on February 28, 2012).
(14)Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K (File No. 1-15202) filed with the Commission on March 14, 2005).
(21)Following is a list of the Company’s significant subsidiaries and other operating entities. Subsidiaries of subsidiaries are indented and the parent of each such corporation owns 100% of the outstanding voting securities of such corporation except as noted below.
Jurisdiction of IncorporationPercentage owned by the Company (1)
Berkley International, LLC (2)New York100%
Queen's Island Insurance Company, Ltd.Bermuda100%
Signet Star Holdings, Inc.Delaware100%
Berkley Insurance CompanyDelaware100%
Admiral Insurance CompanyDelaware100%
Admiral Indemnity CompanyDelaware100%
Carolina Casualty Insurance CompanyIowa100%
Clermont Insurance CompanyIowa100%
Nautilus Insurance CompanyArizona100%
Berkley Assurance CompanyIowa100%
Berkley Life and Health Insurance CompanyIowa100%
Berkley London Holdings, Inc. (3)Delaware100%
W. R. Berkley London Holdings, LimitedUnited Kingdom100%
W. R. Berkley Insurance (Europe), LimitedUnited Kingdom100%
Berkley National Insurance CompanyIowa100%
Berkley Regional Insurance CompanyDelaware100%
Acadia Insurance CompanyNew Hampshire100%
American Mining Insurance CompanyIowa100%
Berkley Regional Specialty Insurance CompanyDelaware100%
Continental Western Insurance CompanyIowa100%
Firemen’s Insurance Company of Washington, D.C.Delaware100%
Tri-State Insurance Company of MinnesotaIowa100%
Union Insurance CompanyIowa100%
Gemini Insurance CompanyDelaware100%
Great Divide Insurance CompanyNorth Dakota100%
Key Risk Insurance CompanyNorth Carolina100%
Midwest Employers Casualty CompanyDelaware100%
Preferred Employers Casualty CompanyCalifornia100%
Riverport Insurance CompanyIowa100%
StarNet Insurance CompanyDelaware100%

(1)W. R. Berkley Corporation is the ultimate parent. The subsidiary of a direct parent is indicated by an indentation, and its percentage ownership is as indicated in this column.
(2)Berkley International, LLC is held by W. R. Berkley Corporation and its subsidiaries as follows: W. R. Berkley Corporation (2%), Admiral Insurance Company (35%), Berkley Regional Insurance Company (14%), Nautilus Insurance Company (14%) and Berkley Insurance Company (35%).
(3)Berkley London Holdings, Inc. is held by Admiral Insurance Company (66.7%) and Berkley Insurance Company (33.3%).
(23)Consent of Independent Registered Public Accounting Firm.
(31.1)Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a).
(31.2)Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a).
(32.1)Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

W. R. Berkley Corporation:

Under date of February 27, 2015, we reported on the consolidated balance sheets of W. R. Berkley Corporation and subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2014, which are included in the Annual Report on Form 10-K for the year ended December 31, 2014. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related consolidated financial statement schedules II through VI. These financial statement schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits.

In our opinion, such financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/S/ KPMG LLP

New York, New York

February 27, 2015

Schedule II

W. R. Berkley Corporation

Condensed Financial Information of Registrant

Balance Sheets (Parent Company)

December 31,
(In thousands)20142013
Assets:
Cash and cash equivalents$90,693$17,315
Fixed maturity securities available for sale at fair value (cost $272,283 and $61,084 at December 31, 2014 and 2013, respectively)273,77363,115
Equity securities available for sale, at fair value (cost $3,738 in 2014 and $4,668 in 2013)3,73811,240
Investment in subsidiaries6,693,7316,250,979
Due from subsidiaries—13,648
Deferred Federal income taxes—51,346
Current Federal income taxes62,88217,540
Property, furniture and equipment at cost, less accumulated depreciation9,8529,028
Other assets6,9785,795
Total assets$7,141,647$6,440,006
Liabilities and stockholders’ equity
Liabilities:
Due to subsidiaries$87,540$—
Other liabilities162,648148,903
Deferred Federal income taxes149—
Subordinated debentures340,060339,800
Senior notes1,961,3051,615,268
Total liabilities2,551,7022,103,971
Stockholders’ equity:
Preferred stock——
Common stock47,02447,024
Additional paid-in capital991,512967,440
Retained earnings (including accumulated undistributed net income of subsidiaries of $4,700,821 and $4,393,420 at December 31, 2014 and 2013, respectively)5,732,4105,265,015
Accumulated other comprehensive income183,550189,391
Treasury stock, at cost(2,364,551)(2,132,835)
Total stockholders’ equity4,589,9454,336,035
Total liabilities and stockholders’ equity$7,141,647$6,440,006

See accompanying Report of Independent Registered Public Accounting Firm and note to condensed financial statements.

Schedule II, Continued

W. R. Berkley Corporation

Condensed Financial Information of Registrant, Continued

Statements of Income (Parent Company)

Years Ended December 31,
(In thousands)201420132012
Management fees and investment income including dividends from subsidiaries of $503,483, $269,626, and $25,968 for the years ended December 31, 2014, 2013 and 2012, respectively$515,775$277,223$29,961
Net investment gains5,48724,55071,130
Other income450223271
Total revenues521,712301,996101,362
Operating costs and expense148,288122,562133,326
Interest expense125,352120,066124,298
Income (loss) before federal income taxes248,07259,368(156,262)
Federal income taxes:
Federal income taxes provided by subsidiaries on a separate return basis366,721225,845132,379
Federal income tax expense on a consolidated return basis(273,310)(154,928)(160,226)
Net expense93,41170,917(27,847)
Income (loss) before undistributed equity in net income of subsidiaries341,483130,285(184,109)
Equity in undistributed net income of subsidiaries307,401369,640694,701
Net income$648,884$499,925$510,592

See accompanying Report of Independent Registered Public Accounting Firm and note to condensed financial statements.

Schedule II, Continued

W. R. Berkley Corporation

Condensed Financial Information of Registrant, Continued

Statements of Cash Flows (Parent Company)

Years Ended December 31,
(In thousands)201420132012
Cash flows (used in) from operating activities:
Net income$648,884$499,925$510,592
Adjustments to reconcile net income to net cash from operating activities:
Net investment gains(5,487)(24,550)(71,130)
Depreciation and amortization2,91610,3975,624
Equity in undistributed earnings of subsidiaries(307,401)(369,640)(694,701)
Tax payments received from subsidiaries462,80977,305125,046
Federal income taxes provided by subsidiaries on a separate return basis(366,721)(225,845)(132,379)
Stock incentive plans28,06823,78426,763
Change in:
Federal income taxes(15,239)21,86644,423
Other assets(364)(821)911
Other liabilities(39,780)(15,470)28,017
Accrued investment income(820)96797
Other, net——(13)
Net cash (used in) from operating activities406,865(2,082)(156,750)
Cash from (used in) investing activities:
Proceeds from sales of fixed maturity securities289,683230,85493,354
Proceeds from maturities and prepayments of fixed maturity securities103,64668,918121,191
Proceeds from sales of equity securities7,35623,39572,565
Cost of purchases of fixed maturity securities(605,768)(79,132)(255,885)
Cost of purchases of equity securities—(4,668)—
Cost of acquired companies(82,879)——
Investments in and advances to subsidiaries, net34,191(58,454)(16,480)
Change in balance due to security broker(2,151)6,918(4,767)
Net additions to real estate, furniture & equipment(1,615)(1,896)(1,857)
Net cash from (used in) investing activities(257,537)185,9358,121
Cash from (used in) financing activities:
Net proceeds from issuance of senior notes344,472339,627345,823
Net proceeds from stock options exercised—5313,544
Repayment of senior notes—(450,000)—
Purchase of common treasury shares(238,933)(166,473)(134,456)
Cash dividends to common stockholders(181,489)(52,717)(183,947)
Net cash from (used in) financing activities(75,950)(329,510)40,964
Net increase (decrease) in cash and cash equivalents73,378(145,657)(107,665)
Cash and cash equivalents at beginning of year17,315162,972270,637
Cash and cash equivalents at end of year$90,693$17,315$162,972

See accompanying Report of Independent Registered Public Accounting Firm and note to condensed financial statements.

W. R. Berkley Corporation

Condensed Financial Information of Registrant,Continued

December 31, 2014

Note to Condensed Financial Statements (Parent Company)

The accompanying condensed financial statements should be read in conjunction with the notes to consolidated financial statements included elsewhere herein. Reclassifications have been made in the 2013 and 2012 financial statements as originally reported to conform them to the presentation of the 2014 financial statements.

The Company files a consolidated federal tax return with the results of its domestic insurance subsidiaries included on a statutory basis. Under present Company policy, federal income taxes payable by subsidiary companies on a separate-return basis are paid to W. R. Berkley Corporation, and the Company pays the tax due on a consolidated return basis.

Schedule III

W. R. Berkley Corporation and Subsidiaries

Supplementary Insurance Information

December 31, 2014, 2013 and 2012

(In thousands)Deferrred Policy Acquisition CostReserve for Losses and Loss ExpensesUnearned PremiumsNet Premiums EarnedNet Investment IncomeLoss and Loss ExpensesAmortization of Deferred Policy Acquisition CostOther Operating Cost and ExpensesNet Premiums Written
December 31, 2014
Insurance-Domestic$347,261$8,000,863$2,384,511$4,271,933$428,632$2,571,010$710,141$729,958$4,517,587
Insurance-International60,900855,852342,746802,37555,407503,997173,877150,129828,076
Reinsurance-Global80,3641,512,986299,475670,11088,821415,560169,37958,315651,284
Corporate and adjustments————28,025——165,657—
Total$488,525$10,369,701$3,026,732$5,744,418$600,885$3,490,567$1,053,397$1,104,059$5,996,947
December 31, 2013
Insurance-Domestic$306,464$7,715,124$2,107,768$3,782,416$404,280$2,318,541$651,524$671,096$3,994,387
Insurance-International60,751672,009317,691723,15147,039429,900152,843124,497756,185
Reinsurance-Global84,8861,693,808355,978720,97089,090448,583186,70364,567749,601
Corporate and adjustments————3,882——149,454—
Total$452,101$10,080,941$2,781,437$5,226,537$544,291$3,197,024$991,070$1,009,614$5,500,173
December 31, 2012
Insurance-Domestic$269,418$7,466,538$1,844,452$3,417,022$424,787$2,169,090$613,252$584,100$3,569,883
Insurance-International56,995622,202297,581631,84145,796377,459136,412112,128664,459
Reinsurance-Global77,6341,662,346332,814624,653106,932401,930167,91958,044664,197
Corporate and adjustments————9,248——127,768—
Total$404,047$9,751,086$2,474,847$4,673,516$586,763$2,948,479$917,583$882,040$4,898,539

See accompanying Report of Independent Registered Public Accounting Firm.

Schedule IV

W. R. Berkley Corporation and Subsidiaries

Reinsurance

Years ended December 31, 2014, 2013 and 2012

Premiums Written
(In thousands, other than percentages)Direct AmountCeded to Other CompaniesAssumed from Other CompaniesNet AmountPercentage of Amount Assumed to Net
Year ended December 31, 2014:
Insurance-Domestic$5,214,849$866,092$168,830$4,517,5873.7%
Insurance-International927,799156,19556,472828,0766.8%
Reinsurance-Global42,59443,604652,294651,284100.2%
Total$6,185,242$1,065,891$877,596$5,996,94714.6%
Year ended December 31, 2013:
Insurance-Domestic$4,699,348$809,368$104,407$3,994,3872.6%
Insurance-International887,027142,59111,749756,1851.6%
Reinsurance-Global39,79758,959768,763749,601102.6%
Total$5,626,172$1,010,918$884,919$5,500,17316.1%
Year ended December 31, 2012:
Insurance-Domestic$4,133,960$691,284$127,207$3,569,8833.6%
Insurance-International798,750137,5983,307664,4590.5%
Reinsurance-Global31,35952,458685,296664,197103.2%
Total$4,964,069$881,340$815,810$4,898,53916.7%

See accompanying Report of Independent Registered Public Accounting Firm.

Schedule V

W. R. Berkley Corporation and Subsidiaries

Valuation and Qualifying Accounts

Years ended December 31, 2014, 2013 and 2012

(In thousands)Opening BalanceAdditions- Charged to ExpenseDeduction- Amounts Written OffEnding Balance
Year ended December 31, 2014:
Premiums and fees receivable$20,951$5,944$(5,449)$21,446
Due from reinsurers1,385301(542)1,144
Deferred federal and foreign income taxes—1,335—1,335
Loan loss reserves2,087399—2,486
Total$24,423$7,979$(5,991)$26,411
Year ended December 31, 2013:
Premiums and fees receivable$22,919$3,133$(5,101)$20,951
Due from reinsurers1,680186(481)1,385
Loan loss reserves5,620308(3,841)2,087
Total$30,219$3,627$(9,423)$24,423
Year ended December 31, 2012:
Premiums and fees receivable$17,666$9,598$(4,345)$22,919
Due from reinsurers3,16922(1,511)1,680
Loan loss reserves19,805(13,723)(462)5,620
Total$40,640$(4,103)$(6,318)$30,219

See accompanying Report of Independent Registered Public Accounting Firm.

Schedule VI

W. R. Berkley Corporation and Subsidiaries

Supplementary Information Concerning Property-Casualty Insurance Operations

Years Ended December 31, 2014, 2013 and 2012

(In thousands)201420132012
Deferred policy acquisition costs$488,525$452,101$404,047
Reserves for losses and loss expenses10,369,70110,080,9419,751,086
Unearned premium3,026,7322,781,4372,474,847
Net premiums earned5,744,4185,226,5374,673,516
Net investment income600,885544,291586,763
Losses and loss expenses incurred:
Current year3,495,8253,221,3932,997,995
Prior years(75,764)(78,810)(102,571)
Loss reserve discount accretion70,50654,44153,055
Amortization of deferred policy acquisition costs1,053,397991,070917,583
Paid losses and loss expenses3,115,2272,878,0712,708,935
Net premiums written5,996,9475,500,1734,898,539

See accompanying Report of Independent Registered Public Accounting Firm.

Previous: Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES