W. R. Berkley (WRB) 10-K risk factor changes: FY2020 vs FY2020
The 2022-12-31 10-K against the 2021-12-31 one, compared heading by heading and sentence by sentence.
Item 1A63 rewritten27 added41 removed241 unchanged
All filing items1,275 rewritten665 added577 removed2,322 unchanged
Summary
counted, not written
- Item 1A lists 28 risk factor headings: 2 new, 1 reworded and 25 unchanged since FY2020. 2 headings from FY2020 no longer appear.
- Sentence by sentence, 665 added, 577 removed, 1,275 rewritten and 2,322 unchanged across 16 items that differ.
New Item 1A headings (2)
- The COVID-19 pandemic has previously materially and adversely affected our results of operations, and, whether as a result of COVID-19's long-term effects, or new or emerging variants, or other potential pandemics, may further materially and adversely affect our results of operations, financial position and liquidity in the future.
- We are exposed to, and may face adverse developments involving, mass tort claims.
Removed Item 1A headings (2)
- The COVID-19 pandemic has previously materially and adversely affected our results of operations, and may further materially and adversely affect our results of operations, financial position and liquidity.
- The United Kingdom leaving the EU could adversely affect our business.
Reworded Item 1A headings (1)
- We could be adversely affected by
[removed: recent and future]changes in U.S. Federal income tax laws.
A heading is new when no FY2020 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
22 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2020; struck-through words were in FY2020. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
63 rewritten, 27 added, 41 removed, 241 unchanged
[removed: In recent years, we] [added: We] have faced significant competition in our [removed: business,] [added: business] as a result of [removed: new entrants and capital providers, as well as] existing insurers seeking to gain or maintain market [removed: share.][added: share as well as new entrants and capital providers.]
Recently, premium rates have increased [removed: at an accelerating pace] for most lines of business, while they have decreased in others, most notably workers' compensation.
The adequacy of premium rates is affected mainly by the severity and frequency of claims, which are influenced by many factors, including natural disasters, regulatory measures and court decisions that define and expand the extent of [removed: coverage] [added: coverage,] and the effects of economic [removed: or] [added: and] social inflation on the amount of [removed: compensation] [added: claims payments] due for injuries or losses.
Competitiveness in our businesses is based on many factors, including premium charges, ratings assigned by independent rating agencies, commissions paid to producers, the perceived financial strength of the company, other terms and conditions offered, services [removed: provided (including] [added: provided,] ease of doing [removed: business over the internet),] [added: business,] speed of claims payment and reputation and experience in the lines to be written.
[added: Periods of insurance industry consolidation may further increase] competition in some parts of our business and may cause our insurance subsidiaries to incur greater customer retention and acquisition expenses, affecting the profitability of existing and new business.
These competitors within the reinsurance market include Swiss Re, Munich Re, Berkshire [removed: Hathaway, Transatlantic Reinsurance,] [added: Hathaway] and Partner Re.
[removed: With the low level of] [added: Despite rising] interest [removed: rates available,] [added: rates,] current price levels for certain lines of business may remain below the prices required for us to achieve our long-term return objectives.
We expect to continue to face strong competition in [removed: some parts of] our business.
Further, an expanded supply of [removed: reinsurance] capital may lower costs for insurers [removed: that rely on reinsurance] and, as a consequence, those insurers may be able to price their products more competitively.
Our gross reserves for losses and loss expenses were approximately [removed: $15.4] [added: $17.0] billion as of December 31, [removed: 2021.][added: 2022.]
In periods with increased economic volatility, it becomes more difficult to accurately [removed: predict] [added: estimate] claim costs.
[added: In addition, although] the Company has estimated the potential COVID-19 impact to its contingency and event cancellation, workers’ compensation, and other lines of business under a number of possible scenarios, [removed: due to COVID-19’s continued evolving impact,] there remains [removed: a high degree of] uncertainty around [added: COVID-19's ultimate impact on] the [removed: Company’s COVID-19-related] [added: Company and its related] reserves.
For example, catastrophe losses net of reinsurance [removed: recoveries] [added: recoveries, including COVID-19 related losses,] were [removed: $202] [added: $212] million in [removed: 2021 (including COVID-19 related losses), $340] [added: 2022, $202] million in [removed: 2020 (including COVID-19 related losses),] [added: 2021,] and [removed: $90] [added: $340] million in [removed: 2019.][added: 2020.]
The COVID-19 pandemic has previously materially and adversely affected our results of operations, [removed: and] [added: and, whether as a result of COVID-19's long-term effects, or new or emerging variants, or other potential pandemics,] may further materially and adversely affect our results of operations, financial position and [removed: liquidity.][added: liquidity in the future.]
The ongoing COVID-19 pandemic, including the related impact on the U.S. and global economies, [removed: had] materially and adversely affected our results of operations.
We [removed: expect the pandemic and its impact on our business may continue, and potentially even worsen, but we] cannot predict the magnitude or duration of [removed: its continued] [added: such] impact, particularly given the [removed: great] uncertainties associated with COVID-19, including regarding the [removed: reopening of the] U.S. and global economies and the recovery from its devastating economic and other effects.
The ultimate impact of COVID-19 on our results of operations, financial position and liquidity is not yet known, [removed: and likely will not be known for some time,] but includes the following:
Legislative and regulatory initiatives [removed: taken or which may be taken] in response to COVID-19 [added: or other similar pandemics] may adversely affect us, particularly in our workers’ compensation and property coverages businesses.
[removed: For] example, our business may be subject to, certain initiatives, including, but not limited to: legislative and regulatory action that seeks to retroactively mandate coverage for losses that our insurance policies would not otherwise cover and which were not priced to cover; legislative and regulatory action providing for shifting presumptions with respect to the burdens of proof for “essential” workers on workers’ compensation coverages and varying definitions of “essential” workers; actions prohibiting us from cancelling insurance policies in accordance with our policy terms or non-renewing policies at their natural expiration; and/or orders to provide premium refunds, grant extended grace periods for premium payments, and provide extended time to pay past due premiums.
As of December 31, [removed: 2021,] [added: 2022,] we recorded approximately [removed: $274] [added: $341] million for COVID-19-related losses.
[removed: Given] [added: Accordingly, given] the [removed: great] uncertainties [added: still] associated with COVID-19 and its [removed: impact and the limited information upon which our current assumptions and assessments have been made,] [added: impact,] our reserves and the underlying estimated level of claim losses and costs arising from COVID-19 may materially change.
Consequently, [added: any] reduced economic activity relating to [removed: the] COVID-19 [removed: pandemic] [added: or other potential pandemics] is likely to decrease demand for our insurance products and services and negatively impact our premium volumes (and, in certain cases, may result in return of premiums due to a decrease in exposures).
In addition, as we continue to evaluate the effects of COVID-19 on the insurance coverages we currently offer, our appetite for providing certain coverages in various jurisdictions may [removed: change] [added: change,] which could further negatively impact our premium volumes.
Further disruptions in global financial markets due to the continuing impact of COVID-19 [added: or future pandemics] could cause us to incur additional unrealized and/or realized investment [removed: losses (beyond the investment fund losses incurred in prior years),] [added: losses,] including impairments in our fixed maturity portfolio and other investments.
In addition, the economic uncertainty [removed: resulting from COVID-19] may result in a [removed: further] decline in interest rates, which may negatively impact our net investment income from future investment activity.
In addition, our agents, brokers, suppliers and other third party service providers, which we rely on for key aspects of our operations, are subject to [added: similar] risks and [removed: uncertainties][added: uncertainties, which may interfere with their ability to fulfill their respective commitments and responsibilities to us in a timely manner and in accordance with the agreed-upon terms.]
[removed: In response to the COVID-19 pandemic, we have in place] [added: Any] remote working policies [removed: which have resulted] [added: we implement may result] in disruptions to our business routines, heightened risk to cybersecurity attacks and data security incidents and a greater dependency on internet and telecommunication access and capabilities.
Over the past several years, changing weather patterns and climatic conditions, such as global warming, appear to have contributed to the unpredictability, frequency and severity of natural disasters and created additional uncertainty as to future [removed: trends and exposures.]
There is a growing scientific consensus that global warming and other climate change are altering the frequency, severity [removed: and/or] [added: and] peril characteristics of catastrophic weather events, such as hurricanes, windstorms, floods and other natural disasters.
Based on our [removed: 2021] [added: 2022] earned premiums, our aggregate deductible under TRIPRA during [removed: 2022] [added: 2023] is approximately [removed: $1,135] [added: $1,310] million.
The FIO also can recommend [removed: to] [added: that] the FSOC [removed: that it] designate an insurer as an entity posing risks to the United States financial stability in the event of the insurer's material financial distress or failure.
The topic of climate risk has come under increased scrutiny by [added: the NAIC and] insurance regulators.
[removed: In September 2020,] [added: For instance, in New York,] the NYDFS issued a circular letter [added: in September 2020 that applies] to [added: both] New York domestic and foreign authorized [removed: insurance companies, which impacts] [added: insurers, such as] our insurance subsidiaries licensed in New York.
The circular letter states that the NYDFS expects [added: these] insurers to integrate financial risks related to climate change into their governance frameworks, risk management [removed: processes and] [added: processes,] business [removed: strategies.][added: strategies and scenario analysis, and develop their approach to climate-related financial disclosure.]
The NYDFS also [removed: adopted an amendment to] [added: amended] the regulation [removed: that governs] [added: governing] enterprise risk management, [removed: effective as of August 13, 2021,] [added: which applies to our insurance subsidiaries licensed in New York,] that requires an insurance [removed: group] [added: group's enterprise risk management function] to [removed: include] [added: address] certain additional risks, [removed: such as] [added: including] climate change [removed: risk, in its enterprise risk management function.][added: risk.]
In addition, the [removed: new] [added: current] U.S. administration and the volatile political environment may increase the chance of other federal legislative and regulatory changes that could affect us in ways we cannot predict.
With respect to international measures, Solvency II, the EU regime concerning the capital adequacy, risk management [added: and regulatory reporting for insurers and reinsurers may affect our insurance businesses.]
If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities [removed: could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us.]
[added: Also, changes] in the level of regulation of the insurance industry, whether federal, state or foreign, or changes in laws or regulations themselves or interpretations [added: thereof] by regulatory authorities, may further restrict the conduct of our business.
If the quality of our underwriting team and other personnel decreases, we may be unable to [added: maintain our current competitive position in the specialized markets in which we operate, and be unable to expand our operations into new products and markets.]
In addition, investment rates of return impact rate adequacy.
Depending on market conditions and other factors, we may seek to increase our writing of property casualty insurance, and, accordingly, our exposure to catastrophic events would be increased.
The pandemic and its impact on our business may continue, and potentially even worsen, whether as a result of COVID-19's long-term effects, or new or emerging variants, or even other potential pandemics.
For
trends and exposures.
We are exposed to, and may face adverse developments involving, mass tort claims.
We are exposed to, and may face adverse developments involving, mass tort claims such as those relating to exposure to potentially harmful products or substances.
We face potential exposure to mass tort claims, including claims related to exposure to potentially harmful products or substances, such as lead paint, polyfluoroalkyl substances, talc and opioids.
Establishing loss reserves for mass tort claims is subject to uncertainties because of many factors, including adverse changes to the tort environment (e.g., increased and more aggressive attorney involvement in insurance claims, increased litigation, expanded theories of liability, higher jury awards, lawsuit abuse and third-party litigation finance, among others); evolving judicial interpretations, including application of various theories of joint and several liabilities; disputes concerning medical causation with respect to certain diseases; geographical concentration of the lawsuits asserting the claims; and the potential for a large rise in the total number of claims without underlying epidemiological developments suggesting an increase in disease rates.
Because of the uncertainties set forth above, additional liabilities may arise for amounts in excess of the current loss reserves.
In addition, our estimate of loss reserves may change.
These additional liabilities or increases in estimates, or a range of either, could vary significantly from period to period and could materially and adversely affect our results of operations and/or our financial position.
In addition, the FIO is assessing how the insurance sector may help mitigate climate-related risks and achieve national climate-related goals.
These measures may subject us to increased oversight at the state and federal level.
The European Council published its agreed position on the European Commission’s proposed reforms in June 2022, and it is now discussing this proposed legislation with the European Parliament.
Similar considerations apply to our U.K. subsidiaries, which are now subject to a separate U.K. prudential regime, which is broadly identical to Solvency II.
However, the two regimes, and their respective requirements, are likely to diverge in the near future due to both the EU’s review of Solvency II described above and HM Treasury’s publication of a finalized package of reforms to the U.K.’s domestic prudential regime on November 17, 2022 (please see “International Regulation” above for more information).
We therefore may be required to utilize additional resources to ensure compliance with the different rules in each regime.
could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us.
Our U.K. business could be specifically adversely impacted by the imposition of trade barriers between the EU and the U.K. following Brexit, which has already reduced the level of trade between the two markets and the U.K.’s overall trade exports, thereby negatively affecting the attractiveness of the U.K. market.
For example our policyholders, independent agents or brokers may not pay a part of or the full amount of premiums owed to us
for impairment of long-term assets or goodwill and indemnification.
Cybersecurity breaches, including physical or electronic break-ins, computer viruses, malware, attacks by hackers, ransomware attacks, phishing attacks, supply chain attacks, breaches due to employee error or misconduct and other similar breaches can create system disruptions, shutdowns or unauthorized access to information maintained in our information technology systems and in the information technology systems of our vendors and other third parties.
We have in the past experienced cybersecurity breaches of our information technology systems as well as the information technology systems of our vendors and other third parties, but, to our knowledge, we have not experienced any material cybersecurity breaches.
We expect cybersecurity breaches to continue to occur in the future and we are constantly managing efforts to infiltrate and compromise our systems and data.
corporate income tax rate.
losses.
In addition, investment rates of return have impacted rate adequacy, with interest rates remaining at or near historic lows.
In recent years, the insurance industry has undergone consolidation, which may further increase
The insurance industry continues to attract new capital which leads to increased competition in our business.
In addition, although
Of the $274 million of COVID-19-related losses, $239 million are reported losses and $35 million is booked as IBNR.
Credit Risk.
As credit risk is generally a function of the economy, we face greater credit risk from our policyholders, independent agents and brokers in connection with the payment and remittance of premiums as a result of the economic conditions caused by COVID-19.
Similarly, our credit risk related to the reimbursement of deductibles from policyholders and in connection with reinsurance recoverables has increased.
related to the COVID-19 pandemic, which may interfere with their ability to fulfill their respective commitments and responsibilities to us in a timely manner and in accordance with the agreed-upon terms.
In addition, the FIO has been instructed by President Biden’s Executive Order on Climate-Related Financial Risk, dated May 20, 2021, to seek public comment on a series of questions that “will help inform FIO’s assessment of climate-related financial risks for the insurance sector.” The FIO’s Request for Information notes that it “plans to … take a leadership role in analyzing how the insurance sector may help mitigate climate-related risks \[and to that end, it\] will engage with the insurance sector to assess how the sector may help achieve national climate-related goals, including mitigation, adaptation and transition to a lower carbon economy.” These measures may subject us to increased oversight at the state and federal level.
and regulatory reporting for insurers and reinsurers may affect our insurance businesses.
This proposed legislation is now being discussed by the European Parliament and the European Commission.
Similarly, following the U.K.’s withdrawal from the EU, and the expiry of the transition period on December 31, 2020, our U.K. subsidiaries are now subject to a separate U.K. prudential regime, to which the same considerations will apply.
The U.K.’s domestic prudential regime is currently identical to Solvency II, although the two regimes, and their respective requirements, may diverge over time.
The U.K. has already declared that it considers the Solvency II regime as “equivalent” to its own.
However, the EU is still determining whether to make “equivalency” declarations in respect of the U.K.’s prudential regime.
It is also possible that any “equivalency” determinations made by either side could be withdrawn in the future, which would adversely affect our capital and compliance requirements.
Also, changes
The United Kingdom leaving the EU could adversely affect our business.
In accordance with the withdrawal agreement implementing the U.K. leaving the EU (“Brexit”), the U.K. formally left the EU on January 31, 2020.
The agreement provided for a transitional period, which ended on December 31, 2020, during which time the U.K. continued to enjoy the same rights and obligations as it had as a member state, though without participating in the EU institutions.
During the transitional period, the U.K. and the EU negotiated a long-term agreement covering, among other things, the terms of trade between them, culminating in the execution of the entry into a “Trade and Cooperation Agreement”.
However, notwithstanding the finalization of the Trade and Cooperation Agreement between the U.K. and the EU, uncertainty remains regarding the impact of Brexit, including the implementation and enforcement of terms and conditions of the agreement, and the U.K.’s future relationship with the EU.
Brexit could also lead to legal uncertainty and differing laws and regulations between the U.K. and the EU.
Specifically in relation to financial services, the Trade and Cooperation Agreement
did not provide for EU and U.K. regulated firms to be able to access each other’s markets via passporting rights.
Both EU and U.K. insurers therefore lost their respective passporting rights from January 1, 2021.
It is also unclear whether the EU will make “equivalence” determinations in respect of relevant aspects of U.K. financial services regulation.
As a result, the U.K. branch of our Liechtenstein subsidiary has applied to be directly authorized to perform insurance business in the U.K., which application remains under consideration.
More generally, barriers to trade resulting from Brexit could affect the attractiveness of the U.K. and impact our U.K. business.
We also face risks associated with the potential uncertainty and consequences related to Brexit, including with respect to volatility in financial markets, exchange rates and interest rates.
These uncertainties could increase the volatility of, or reduce, our investment results in particular periods or over time.
Brexit could adversely affect European or worldwide political, regulatory, economic or market conditions and could contribute to instability in political institutions and regulatory agencies.
Any of these potential effects, and others we cannot anticipate, could adversely affect our results of operations or financial condition.
maintain our current competitive position in the specialized markets in which we operate, and be unable to expand our operations into new products and markets.
While, to our knowledge, we have not recently experienced any material security incidents, we are constantly managing an influx of attempts and efforts to infiltrate and compromise our systems and data.
Computer viruses, hackers, employee misconduct and other external hazards could expose our data systems to security breaches.
actions.
business could be materially and adversely affected.
During periods of market disruption, it
An excerpt. Shown here: 40 of 63 rewritten, all 27 added and 40 of 41 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2020 filing and the FY2020 filing.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
203 rewritten, 111 added, 107 removed, 397 unchanged
The COVID-19 pandemic, including the related impact on the U.S. and global economies, [removed: has materially and] [added: continued to] adversely [removed: affected] [added: affect] our results of operations.
For the year ended December 31, [removed: 2021,] [added: 2022,] the Company [removed: recorded approximately $58 million for] [added: recognized] current accident year [added: losses for] COVID-19-related [removed: losses,] [added: claims activity,] net of [removed: reinsurance.][added: reinsurance, of approximately $5 million, of which $3 million relates to the Insurance segment and $2 million relates to the Reinsurance & Monoline Excess segment.]
At the same time, COVID-19 has led to reduced loss frequency in certain lines of business (which [removed: has begun to return] [added: partially returned] to pre-pandemic levels as many economies and legal systems have [removed: reopened as a result of higher levels of vaccination).][added: reopened).]
The ultimate impact of COVID-19 on the economy and the Company’s results of operations, financial position and liquidity is not within the Company’s control and remains unclear due to, among other factors, [added: its ongoing impact and] uncertainty in connection with its claims, reserves and reinsurance recoverables.
The following table reflects the impact of changes (which could be favorable or unfavorable) in frequency and severity, relative to our assumptions, on our loss estimate for claims occurring in [removed: 2021:][added: 2022:]
Our net reserves for losses and loss expenses of approximately [removed: $12.8] [added: $14.2] billion as of December 31, [removed: 2021] [added: 2022] relate to multiple accident years.
Approximately [removed: $2.8] [added: $3.0] billion, or [removed: 22%,] [added: 21%,] of the Company’s net loss reserves as of December 31, [removed: 2021] [added: 2022] relate to the Reinsurance & Monoline Excess segment.
Following is a summary of the Company’s reserves for losses and loss expenses by business segment as of December 31, [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]
| (In thousands) | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | | [added: | | | | | |]
| Insurance | | | $ | [removed: 10,060,420] [added: 11,233,924] | | | | | $ | [removed: 9,034,969] [added: 10,060,420] | |
| Reinsurance & Monoline Excess | | | [removed: 2,787,942] [added: 3,014,955] | | | | | | [removed: 2,585,424] [added: 2,787,942] | | |
| Net reserves for losses and loss expenses | | | [removed: 12,848,362] [added: 14,248,879] | | | | | | [removed: 11,620,393] [added: 12,848,362] | | |
| Ceded reserves for losses and loss expenses | | | [removed: 2,542,526] [added: 2,762,344] | | | | | | [removed: 2,164,037] [added: 2,542,526] | | |
| Gross reserves for losses and loss expenses | | | $ | [removed: 15,390,888] [added: 17,011,223] | | | | | $ | [removed: 13,784,430] [added: 15,390,888] | |
Following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of December 31, [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]
(1)Reserves for excess and assumed workers’ compensation business are net of an aggregate net discount of [removed: $452] [added: $416] million and [removed: $483] [added: $452] million as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
| (In thousands) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | |
| Increase in prior year loss reserves | | | $ | [removed: (863)] [added: (54,511)] | | | | | $ | [removed: (627)] [added: (863)] | | | | | $ | [removed: (34,079)] [added: (627)] | | | | | | | |
| Increase in prior year earned premiums | | | [removed: 7,510] [added: 18,106] | | | | | | [removed: 16,807] [added: 7,510] | | | | | | [removed: 53,511] [added: 16,807] | | | | | | | | |
| Net [added: (unfavorable)] favorable prior year development | | | $ | [removed: 6,647] [added: (36,405)] | | | | | $ | [removed: 16,180] [added: 6,647] | | | | | $ | [removed: 19,432] [added: 16,180] | | | | | | | |
Losses incurred from COVID-19-related claims have been offset, to a certain extent, by lower claim frequency in certain lines of our businesses; however, as the economy and legal systems have reopened, the benefit of lower claim frequency has [removed: begun to abate.][added: partially abated.]
New variants of the COVID-19 [removed: virus, including the “Omicron” variant, and the slowing of vaccination rates among certain populations] [added: virus] continue to create risks with respect to loss costs and the potential for renewed impact of the other effects of COVID-19 associated with economic conditions, inflation, and social distancing and work from home rules.
The Company has estimated the potential COVID-19 impact to its contingency and event cancellation, workers’ compensation, and other lines of business under a number of possible scenarios; however, due to COVID-19’s continued evolving impact, there remains [removed: a high degree of] uncertainty around the Company’s COVID-19 reserves.
In addition, should the pandemic continue or worsen as a result of new COVID-19 variants or otherwise, governments in the jurisdictions where we operate may [added: impose restrictions, including lockdowns, as well as] renew their efforts to expand policy coverage terms beyond the policy’s intended coverage.
As of December 31, [removed: 2021,] [added: 2022,] the Company had recognized losses for COVID-19-related claims activity, net of reinsurance, of approximately [removed: $274] [added: $341] million, of which [removed: $233] [added: $290] million relates to the Insurance segment and [removed: $41] [added: $51] million relates to the Reinsurance & Monoline Excess segment.
Such [removed: $274] [added: $341] million of COVID-19-related losses included [removed: $239] [added: $337] million of reported losses and [removed: $35] [added: $4] million of IBNR.
The Company also experienced significantly lower reported claim frequency in these lines in 2020 relative to historical averages, and lower [added: reported incurred losses relative to its expectations.]
[removed: Favorable] [added: Unfavorable] prior year development (net of additional and return premiums) was [removed: $19] [added: $36] million in [removed: 2019.][added: 2022.]
Insurance [removed: -] [added: –] Reserves for the Insurance segment developed [removed: favorably] [added: unfavorably] by [removed: $21] [added: $40] million in [removed: 2019] [added: 2022] (net of additional and return premiums).
Reinsurance & Monoline Excess [removed: -] [added: –] Reserves for the Reinsurance & Monoline Excess segment developed [removed: unfavorably] [added: favorably] by [removed: $2] [added: $4] million in [removed: 2019.][added: 2022 (net of additional and return premiums).]
The [removed: unfavorable] [added: overall favorable] development [removed: in] [added: for] the segment was driven [added: mainly] by [removed: non-proportional assumed liability business] [added: favorable development] in [removed: both the U.S. and U.K., and was largely] [added: excess workers compensation, substantially] offset by [removed: favorable] [added: unfavorable] development [removed: on excess workers’ compensation] [added: in the professional liability and non-proportional reinsurance assumed liability lines of] business.
The amount of workers’ compensation reserves that were discounted was [removed: $1,387] [added: $1,267] million and [removed: $1,655] [added: $1,387] million at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was [removed: $452] [added: $416] million and [removed: $483] [added: $452] million at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.
At December 31, [removed: 2021,] [added: 2022,] discount rates by year ranged from 0.7% to 6.5%, with a weighted average discount rate of 3.4%.
Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, [removed: 2021)] [added: 2022)] are excess workers’ compensation reserves.
The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing approximately 3% of total discounted reserves at December 31, [removed: 2021),] [added: 2022),] including reserves for quota share reinsurance and reserves related to losses regarding occupational lung disease.
Estimated assumed premiums receivable were approximately $60 million [removed: and $44 million] at [added: both] December 31, [removed: 2021] [added: 2022] and [removed: 2020, respectively.][added: 2021.]
The impairment related to non-credit factors is recognized in other comprehensive income [removed: (loss) .][added: (loss).]
A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at December 31, [removed: 2021] [added: 2022] is presented in the table below.
| Mortgage-backed securities | | | [removed: 4] [added: 14] | | | | | | [removed: 210] [added: 4,464] | | | | | | [removed: 13] [added: 269] | | |
On February 25, 2022, the Company announced that its Board of Directors approved a 3-for-2 common stock split which was paid in the form of a stock dividend to holders of record as of March 9, 2022.
The additional shares were issued on March 23, 2022.
Shares outstanding and per share amounts in this Form 10-K reflect such 3-for-2 common stock split.
On March 7, 2022, the Company sold a real estate investment consisting of an office building located in London for £718 million.
The Company realized a pretax gain of $317 million in the first quarter of 2022, before transaction expenses and the impact of foreign currency, including the reversal of the currency translation adjustment.
The gain was $251 million after such adjustments.
| 1% | | | $ | 116,072 | | | | | $ | 349,370 | | | | | $ | 640,993 | |
| 5% | | | 349,370 | | | | | | 591,908 | | | | | | 895,081 | | |
| 10% | | | 640,993 | | | | | | 895,081 | | | | | | 1,212,690 | | |
| December 31, 2022 | | | | | | | | | | | | | | | | | |
| Other liability | | | $ | 1,808,700 | | | | | $ | 3,826,444 | | | | | $ | 5,635,144 | |
| Workers’ compensation (1) | | | 1,023,961 | | | | | | 899,215 | | | | | | 1,923,176 | | |
| Professional liability | | | 501,572 | | | | | | 1,243,604 | | | | | | 1,745,176 | | |
| Commercial automobile | | | 629,149 | | | | | | 528,398 | | | | | | 1,157,547 | | |
| Short-tail lines (2) | | | 403,974 | | | | | | 368,907 | | | | | | 772,881 | | |
| Total Insurance | | | 4,367,356 | | | | | | 6,866,568 | | | | | | 11,233,924 | | |
| Reinsurance & Monoline Excess (1) (3) | | | 1,551,687 | | | | | | 1,463,268 | | | | | | 3,014,955 | | |
| Total | | | $ | 5,919,043 | | | | | $ | 8,329,836 | | | | | $ | 14,248,879 | |
The ultimate net impact of COVID-19 on the Company remains uncertain.
The unfavorable development in the segment primarily related to COVID-19 losses at two businesses.
These businesses wrote policies providing coverage for event cancellation and film production delay which were heavily impacted by losses directly caused by the COVID-19 pandemic.
Most of this COVID-19 related unfavorable development emerged during the third quarter as a result of settlements of claims at values higher than our expectations.
However, the Company believes that as a result of these settlements the remaining level of uncertainty around the ultimate value of its known COVID-19 claims has been significantly reduced.
The unfavorable development mentioned above also includes favorable prior year development for the Insurance segment primarily attributable to the 2020 and 2021 accident years and unfavorable development on the 2015 through 2019 accident years.
The favorable development on the 2020 and 2021 accident years was concentrated in certain casualty lines of business including general liability, professional liability, and workers’ compensation.
The Company experienced lower
reported claim frequency in these lines of business during 2020 and 2021 relative to historical averages, and continued to experience lower reported incurred losses relative to its expectations for these accident years as they developed during 2022.
These trends began in 2020 and we believe were caused by the impacts of the COVID-19 pandemic, including for example, lockdowns, reduced driving/traffic and increased work from home.
Due to the ongoing uncertainty regarding the ultimate impacts of the pandemic on accident years 2020 and 2021 incurred losses, the Company has been cautious in reacting to these lower trends in setting and updating its loss ratio estimates for these years.
As these accident years have continued to mature, the Company has continued to recognize some of the favorable reported experience in its ultimate loss estimates made during 2022.
The unfavorable development on the 2015 through 2019 accident years was concentrated in the general liability and professional liability, including medical professional, lines of business, as well as commercial auto liability.
The development was driven by a larger than expected number of large losses reported.
The Company believes social inflation is contributing to an increase in the frequency of large losses for these accident years.
Social inflation can include higher settlement demands from plaintiffs, use of tactics such as litigation funding by the plaintiffs’ bar, negative public sentiment towards large businesses and corporations, and erosion of tort reforms, among others.
The favorable excess workers’ compensation development was spread across most prior accident years, including 2012 and prior years, and was driven by a review of the Company’s claim reporting patterns as well as a number of favorable claim settlements relative to expectations.
The unfavorable professional liability and non-proportional reinsurance assumed liability development was concentrated mainly in accident years 2016 through 2018 and was associated primarily with our U.S. assumed reinsurance business and related to accounts insuring construction projects and professional liability exposures.
| Foreign government | | | 36 | | | | | | $ | 119,332 | | | | | $ | 73,900 | |
| Corporate | | | 10 | | | | | | 39,347 | | | | | | 4,649 | | |
| Total | | | 62 | | | | | | $ | 175,406 | | | | | $ | 81,584 | |
| Independent pricing services | | | $ | 17,025,723 | | | | | 97.1 | | % |
Returns available on fixed maturity investments have been at low levels for an extended period.
On February 23, 2022, the Company announced that it has entered into an agreement for the sale of a real estate investment consisting of an office building located at 52 Lime Street, London, U.K. (known as “The Scalpel”) for £718 million, subject to agreed upon adjustments.
The transaction is scheduled to close on March 7, 2022.
The Company estimates that it will realize a pretax gain of more than $300 million in the first quarter of 2022, subject to adjustment for final transaction expenses and certain items, including the impact of the foreign exchange rate at the date of the close.
The scope, duration and magnitude of the direct and indirect effects of COVID-19 continue to evolve in ways that are difficult or impossible to anticipate.
While many of the potential impacts on the Company have receded as populations have begun to become vaccinated, new variants of the COVID-19 virus, including the “Omicron” variant, and the slowing of vaccination rates among certain populations, continue to create risks to the Company.
As a result, the impact of COVID-19 on the Company’s results of operations for the year of 2021 is not necessarily indicative of its impact for 2022 or beyond.
Despite the effects of COVID-19 to date, the Company’s financial position and liquidity improved for the year ended December 31, 2021.
| | | | | | | | | | | | | | | | | | |
| 1% | | | $ | 98,916 | | | | | $ | 297,732 | | | | | $ | 546,252 | |
| 5% | | | 297,732 | | | | | | 504,422 | | | | | | 762,785 | | |
| 10% | | | 546,252 | | | | | | 762,785 | | | | | | 1,033,450 | | |
| December 31, 2020 | | | | | | | | | | | | | | | | | |
| Other liability | | | $ | 1,534,514 | | | | | $ | 2,968,428 | | | | | $ | 4,502,942 | |
| Workers’ compensation (1) | | | 977,035 | | | | | | 873,072 | | | | | | 1,850,107 | | |
| Professional liability | | | 414,104 | | | | | | 771,495 | | | | | | 1,185,599 | | |
| Commercial automobile | | | 442,975 | | | | | | 398,688 | | | | | | 841,663 | | |
| Short-tail lines (2) | | | 295,313 | | | | | | 359,345 | | | | | | 654,658 | | |
| Total Insurance | | | 3,663,941 | | | | | | 5,371,028 | | | | | | 9,034,969 | | |
| Reinsurance & Monoline Excess (1) (3) | | | 1,442,099 | | | | | | 1,143,325 | | | | | | 2,585,424 | | |
| Total | | | $ | 5,106,040 | | | | | $ | 6,514,353 | | | | | $ | 11,620,393 | |
Although as populations have continued to be vaccinated against the virus and the effects of the pandemic have receded in many jurisdictions, most particularly the United States, it remains too early to determine the ultimate net impact of COVID-19 on the Company.
For the year ended December 31, 2021, the Company recognized current accident year losses for COVID-19-related claims activity, net of reinsurance, of approximately $58 million, of which $54 million relates to the Insurance segment and $4 million relates to the Reinsurance & Monoline Excess segment.
reported incurred losses relative to its expectations.
The long term trend of declining workers’ compensation frequency can be attributable to improved workplace safety.
Loss severity trends were also aided by our continued investment in claims handling initiatives such as medical case management services and vendor savings through usage of preferred provider networks and pharmacy benefit managers.
This overall favorable development resulted from more significant favorable development on workers’ compensation business, which was partially offset by unfavorable development on professional liability and general liability business.
For workers’ compensation, the favorable development was spread across many accident years, including prior to 2010, but was most significant in accident years 2014 through 2018, and particularly 2017 and 2018.
The favorable workers’ compensation development reflects a continuation during 2019 of the benign loss cost trends experienced during recent years, particularly the favorable claim frequency trends (i.e., number of reported claims per unit of exposure).
Our initial loss ratio “picks” for this line of business over the past few accident years have contemplated an increase in loss cost trends and reflect decreasing premium rates in the marketplace; reported workers’ compensation losses in 2019 continued to be below our expectations at most of our
operating units, and were below the assumptions underlying our initial loss ratio picks and our previous reserve estimates.
For professional liability business, the unfavorable development was driven mainly by an increase in the number of large losses reported in the lawyers professional liability and directors and officers (“D&O”) liability lines of business.
Many of the lawyers large losses involved claims made against insured law firms relating to work performed on matters stemming from the 2008 financial crisis.
These claims affected mainly accident years 2013 through 2016.
In addition, for both of these lines of business, we have seen evidence of social inflation in the form of higher jury awards on cases that go to trial, and corresponding higher demands from plaintiffs and higher values required to reach settlement on cases that do not go to trial.
The unfavorable development for D&O affected mainly accident years 2014 through 2017.
For general liability business, most of the unfavorable development emanated from our excess and surplus lines (E&S) businesses, and was driven by an increase in the number of large losses reported.
Many of these large losses were from construction and contracting classes of business, which have also been impacted by social inflation.
The general liability unfavorable development impacted mainly accident years 2015 through 2018.
The unfavorable non-proportional assumed liability development was concentrated in accident years 2015 through 2018, and included an adjustment for the Ogden discount rate in the U.K.
An excerpt. Shown here: 40 of 203 rewritten, 40 of 111 added and 40 of 107 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2020 filing and the FY2020 filing.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
6 rewritten, 14 added, 13 removed, 24 unchanged
The effective duration for the fixed maturity portfolio (including cash and cash equivalents) was 2.4 years at both December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]
The following table outlines the groups of fixed maturity securities and their effective duration at December 31, [removed: 2021:][added: 2022:]
| U.S. government and government agencies | | | [removed: 1.8] [added: 3.1] | | | | | | [removed: 855,343] [added: 892,258] | | |
| Asset-backed securities | | | 0.9 | | | | | | [removed: 4,490,565] [added: 3,982,773] | | |
| Cash and cash equivalents | | | 0.0 | | | | | | [removed: 1,568,843] [added: 1,449,346] | | |
The estimated fair value at specified levels at December 31, [removed: 2021] [added: 2022] would be as follows:
| Mortgage-backed securities | | | 4.5 | | | | | | $ | 1,669,056 | |
| State and municipal | | | 3.3 | | | | | | 2,942,025 | | |
| Corporate | | | 2.7 | | | | | | 6,703,992 | | |
| Foreign government | | | 2.2 | | | | | | 1,401,522 | | |
| Loans receivable | | | 1.3 | | | | | | 187,981 | | |
| Total | | | 2.4 | | | | | | $ | 19,228,953 | |
| 300 basis point rise | | | $ | 17,931,180 | | | | | $ | (1,297,772) | |
| 200 basis point rise | | | 18,344,941 | | | | | | (884,011) | | |
| 100 basis point rise | | | 18,778,053 | | | | | | (450,899) | | |
| Base scenario | | | 19,228,952 | | | | | | — | | |
| 100 basis point decline | | | 19,692,291 | | | | | | 463,339 | | |
| 200 basis point decline | | | 20,161,330 | | | | | | 932,378 | | |
| 300 basis point decline | | | 20,632,243 | | | | | | 1,403,291 | | |
| | | | | | | | | | | | |
| Mortgage-backed securities | | | 4.2 | | | | | | $ | 1,073,536 | |
| State and municipal | | | 3.6 | | | | | | 3,384,098 | | |
| Corporate | | | 3.1 | | | | | | 5,595,675 | | |
| Foreign government | | | 2.6 | | | | | | 1,214,901 | | |
| Loans receivable | | | 1.6 | | | | | | 116,534 | | |
| Total | | | 2.4 | | | | | | $ | 18,299,495 | |
| 300 basis point rise | | | $ | 16,979,390 | | | | | $ | (1,320,105) | |
| 200 basis point rise | | | 17,405,419 | | | | | | (894,076) | | |
| 100 basis point rise | | | 17,850,047 | | | | | | (449,448) | | |
| Base scenario | | | 18,299,495 | | | | | | — | | |
| 100 basis point decline | | | 18,746,633 | | | | | | 447,138 | | |
| 200 basis point decline | | | 19,236,343 | | | | | | 936,848 | | |
| 300 basis point decline | | | 19,792,462 | | | | | | 1,492,967 | | |
Item 1. BUSINESS
209 rewritten, 51 added, 47 removed, 420 unchanged
- Insurance - [added: Our Insurance business underwrite] predominantly commercial insurance business, including excess and surplus lines, admitted lines and specialty personal lines throughout the United States, as well as insurance business in [removed: the United Kingdom,] [added: Asia, Australia, Canada,] Continental Europe, [removed: South America, Canada,] Mexico, Scandinavia, [removed: Asia] [added: South America] and [removed: Australia.][added: the United Kingdom.]
- Reinsurance & Monoline Excess - [removed: reinsurance business on a] [added: Our Reinsurance businesses provide] facultative and treaty [removed: basis, primarily] [added: reinsurance] in the United States, [added: as well as in] the [removed: United Kingdom,] [added: Asia Pacific region, Australia,] Continental Europe, [removed: Australia, the Asia-Pacific region and] South [removed: Africa, as well as operations that solely retain risk on an excess basis.][added: Africa and the United Kingdom.]
Of our [removed: 56] [added: 59] businesses, [removed: 49] [added: 52] have been organized and developed internally and seven have been added through acquisition.
| (In thousands) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | |
| Insurance | | | $ | [removed: 7,743,814] [added: 8,784,146] | | | | | $ | [removed: 6,347,101] [added: 7,743,814] | | | | | $ | [removed: 6,086,009] [added: 6,347,101] | | | | | | | | | | | | | | | | | | | |
| Reinsurance & Monoline Excess | | | [removed: 1,119,053] [added: 1,219,924] | | | | | | [removed: 915,336] [added: 1,119,053] | | | | | | [removed: 777,490] [added: 915,336] | | | | | | | | | | | | | | | | | | | | |
| Total | | | $ | [removed: 8,862,867] [added: 10,004,070] | | | | | $ | [removed: 7,262,437] [added: 8,862,867] | | | | | $ | [removed: 6,863,499] [added: 7,262,437] | | | | | | | | | | | | | | | | | | | |
| Insurance | | | [removed: 87.4] [added: 87.8] | | % | | | | 87.4 | | % | | | | [removed: 88.7] [added: 87.4] | | % | | | | | | | | | | | | | | | | | | |
| Reinsurance & Monoline Excess | | | [removed: 12.6] [added: 12.2] | | | | | | 12.6 | | | | | | [removed: 11.3] [added: 12.6] | | | | | | | | | | | | | | | | | | | | |
[removed: Thirty] [added: Thirty-two] of our insurance company subsidiaries are rated by A.M. Best Company, Inc. ("A.M. Best") and have financial strength ratings of A+ (Superior) (the second highest rating out of 15 possible ratings).
Our [removed: twenty-four] [added: twenty-three] insurance company subsidiaries rated by Standard & Poor's (“S&P”) have financial strength ratings of A+ (the seventh highest rating out of twenty-seven possible ratings).
Our Moody's financial strength ratings are A1 for Berkley Insurance Company, Berkley Regional Insurance Company and Admiral Insurance Company (the [removed: sixth] [added: fifth] highest rating out of twenty-one possible ratings).
Our [removed: twenty-six] [added: twenty-five] insurance company subsidiaries rated by Fitch Ratings ("Fitch") have insurer financial strength ratings of [removed: A+] [added: AA-] (the [removed: seventh] [added: fourth] highest rating out of twenty-seven possible ratings).
The businesses are identified [removed: by us] for descriptive purposes only and are not legal entities, but for marketing purposes may sometimes be referred to individually as "a Berkley company" or collectively as "Berkley companies." Unless otherwise indicated, all references in this Form 10-K to “Berkley,” “we,” “us,” “our,” the “Company” or similar terms refer to W. R. Berkley Corporation together with its subsidiaries and businesses.
They offer multiple lines of business with policies tailored to address [removed: these] [added: the] unique [removed: exposures,] [added: exposures of these industries,] often with the flexibility of providing coverages on either an admitted or a non-admitted basis in the U.S., as well as internationally.
In addition, through our non-U.S. insurance businesses, we write business in more than 60 countries worldwide, with branches or offices in [removed: 29 locations] [added: 43 cities] outside the United States, [removed: including the United Kingdom,] [added: in Asia, Australia, Canada,] Continental Europe, [removed: South America, Canada,] Mexico, Scandinavia, [removed: Asia] [added: South America] and [removed: Australia.][added: the United Kingdom.]
It serves a limited distribution channel, including select Berkley [removed: member company] [added: business] agents.
*Berkley Human Services* provides property casualty insurance coverages to human services organizations, including nonprofit and for-profit [removed: organizations, public schools, sports and recreational organizations, and special events.][added: organizations.]
*Berkley [removed: Industrial*] [added: Industrial Comp*] specializes in writing workers' compensation insurance for diverse high hazard industries in select states.
*Berkley Latinoamérica* [removed: is a leading provider of] [added: provides] property, casualty, automobile, surety, group life and workers' compensation products and services in its operating territories of Argentina, Brazil, the Caribbean, Colombia, Mexico and Uruguay.
*Berkley Management Protection* offers a modular suite of management liability products for small and middle market companies through a bespoke and easy to use platform tailored [removed: towards] [added: to] independent agents.
Berkley Transactional, a division of Berkley Professional Liability, underwrites a full suite of transactional insurance products, including representations and warranties insurance, [added: and] tax opinion [removed: insurance and contingency liability] insurance.
It also offers executive liability products, including directors and officers liability, employment practices and fiduciary liability, to small to middle market privately held and [removed: not for profit] [added: not-for-profit] customers.
*Intrepid Direct* provides business insurance coverages through a direct distribution model focused on the franchise market, with specialties [removed: in] [added: including] the restaurant, garage and fitness industries.
*W R B Europe* is comprised of specialist [removed: operating units] [added: businesses] offering a focused range of insurance products to markets in Continental Europe.
*W / R / B Underwriting* provides a broad range of [removed: leading] insurance products to the Lloyd's marketplace, with a concentration in specialist classes of business including property, professional indemnity and [removed: crisis management.][added: financial lines.]
| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | | | | | | | |
| Acadia Insurance | | | [removed: 5.5%] [added: 5.2%] | | | | | | [removed: 6.0%] [added: 5.5%] | | | | | | [removed: 5.9%] [added: 6.0%] | | | | | | | | | | | | | | | | | | | | |
| Admiral Insurance | | | [removed: 5.9] [added: 6.2] | | | | | | [removed: 5.6] [added: 5.9] | | | | | | [removed: 5.9] [added: 5.6] | | | | | | | | | | | | | | | | | | | | |
| Berkley Accident and Health | | | [removed: 5.0] [added: 5.1] | | | | | | [removed: 5.2] [added: 5.0] | | | | | | [removed: 5.7] [added: 5.2] | | | | | | | | | | | | | | | | | | | | |
| Berkley Agribusiness | | | 0.8 | | | | | | [removed: 1.2] [added: 0.8] | | | | | | [removed: 1.1] [added: 1.2] | | | | | | | | | | | | | | | | | | | | |
| Berkley Alliance Managers | | | [removed: 2.8] [added: 2.7] | | | | | | 2.8 | | | | | | [removed: 3.0] [added: 2.8] | | | | | | | | | | | | | | | | | | | | |
| Berkley Aspire | | | [removed: 0.7] [added: 0.9] | | | | | | [removed: 0.5] [added: 0.7] | | | | | | [removed: 0.4] [added: 0.5] | | | | | | | | | | | | | | | | | | | | |
| Berkley Asset Protection | | | [removed: 0.8] [added: 1.0] | | | | | | 0.8 | | | | | | [removed: 0.6] [added: 0.8] | | | | | | | | | | | | | | | | | | | | |
| Berkley Canada | | | 1.2 | | | | | | [removed: 1.1] [added: 1.2] | | | | | | [removed: 1.0] [added: 1.1] | | | | | | | | | | | | | | | | | | | | |
| Berkley Construction Solutions | | | [removed: —] [added: 0.4] | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
| Berkley Custom Insurance | | | [removed: 3.2] [added: 3.1] | | | | | | [removed: 3.5] [added: 3.2] | | | | | | [removed: 3.1] [added: 3.5] | | | | | | | | | | | | | | | | | | | | |
| Berkley Cyber Risk Solutions | | | [removed: 0.8] [added: 0.9] | | | | | | [removed: 0.5] [added: 0.8] | | | | | | [removed: 0.3] [added: 0.5] | | | | | | | | | | | | | | | | | | | | |
| Berkley Entertainment | | | 1.8 | | | | | | [removed: 2.1] [added: 1.8] | | | | | | [removed: 2.7] [added: 2.1] | | | | | | | | | | | | | | | | | | | | |
| Berkley Environmental | | | [removed: 5.2] [added: 5.6] | | | | | | [removed: 5.4] [added: 5.2] | | | | | | [removed: 4.9] [added: 5.4] | | | | | | | | | | | | | | | | | | | | |
Monoline Excess businesses retain risk solely on an excess basis.
*Berkley E&S Solutions* provides general liability excess and surplus lines coverages for mid-market U.S. companies with generally hard-to-place, specialized risks that involve moderate to high degrees of hazard and require tailored terms, utilizing self-insurance retentions.
The distribution of products is highly limited to a small number of individually appointed wholesale brokers.
*Berkley Enterprise Risk Solutions* provides custom workers' compensation programs to large, motivated employers operating in a broad range of industries.
Loss sensitive and/or guaranteed cost programs are offered to employers with exposure predominately in California.
Its product offerings include traditional primary and excess coverages.
*Berkley Product Protection* offers a broad product suite, including Product Liability and Product Recall and Contamination, to assist clients in the manufacturing, wholesale and import space with their risk management and insurance needs.
Its *Berkley Prime Transportation* business provides primary auto liability, auto physical damage and general liability to a broad array of trucking operations.
| Berkley E&S Solutions | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
| Berkley Enterprise Risk Solutions | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |
| Berkley Product Protection | | | 0.3 | | | | | | 0.4 | | | | | | 0.4 | | | | | | | | | | | | | | | | | | | | |
| Carolina Casualty | | | 2.1 | | | | | | 1.7 | | | | | | 0.9 | | | | | | | | | | | | | | | | | | | | |
| Other | | | 2.1 | | | | | | 1.2 | | | | | | 2.0 | | | | | | | | | | | | | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | |
| Other liability | | | 37.0% | | | | | | 35.6% | | | | | | 36.0% | | | | | | | | | | | | | | | | | | | | |
| Professional liability | | | 15.5 | | | | | | 17.3 | | | | | | 14.6 | | | | | | | | | | | | | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | |
| Berkley Re America | | | 34.6% | | | | | | 31.2% | | | | | | 31.6% | | | | | | | | | | | | | | | | | | | | |
| Total | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | | | | | | | | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | |
| Casualty | | | 61.7% | | | | | | 61.8% | | | | | | 58.1% | | | | | | | | | | | | | | | | | | | | |
| Total | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | | | | | | | | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | |
| | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | | | | | | | | | |
| 1 year or less | | | 8.7% | | | | | | 9.5% | | | | | | 11.4% | | | | | | | | | | | | | | | | | | | | |
| Total | | | 100.0% | | | | | | 100.0% | | | | | | 100.0% | | | | | | | | | | | | | | | | | | | | |
| (In thousands) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | | | |
| Ceded reserves | | | 2,762,344 | | |
*Legislative and Regulatory Activity Related to the COVID-19 Pandemic.* In response to the outbreak of the COVID-19 pandemic in 2020, legislators in several states and in the United States Congress introduced proposals that would have mandated insurance coverage for certain pandemic-related losses, including business interruption losses, under previously-issued policies that were not designed or priced to provide such coverage.
While these state and federal proposals have not meaningfully progressed, there remains a risk that they might be revived, or that future variants of COVID-19 or concerns about the possibility of a future pandemic might prompt similar legislative and regulatory proposals.
This annual filing requirement became effective in Delaware, our lead state insurance regulator, on February 7, 2022.
In November 2022, the NYDFS proposed amendments to New York’s cybersecurity regulation, which, if adopted, would require additional reporting, governance and oversight measures to be implemented.
The amended Safeguards Rule will become effective in June 2023.
California subsequently enacted the California Privacy Rights Act (“CPRA”), which came into full effect in January 2023.
For instance, Virginia enacted a data privacy law in 2021 that became effective in January 2023.
In addition, some states require insurers to
The NAIC and state insurance regulators are evaluating issues related to the topic of climate risk.
The NAIC’s goal is to address climate-related risks through three areas of insurance regulation: financial risk analysis; insurance market availability and affordability; and consumer education and outreach.
In addition, the Federal Insurance Office (the “FIO”) is authorized to monitor the U.S. insurance industry under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), as discussed below under “Federal Regulation.” The FIO is assessing how the insurance sector may help mitigate climate-related risks and achieve national climate-related goals.
| Total | | | 100.0 | | % | | | | 100.0 | | % | | | | 100.0 | | % | | | | | | | | | | | | | | | | | | |
*Berkley Global Product Recall Management* provides worldwide insurance protection and technical assistance to help clients with the prevention, management and indemnification of product recall and contamination events.
Its product offerings include traditional primary coverages and risk purchasing groups, as well as alternative market solutions for clients who wish to retain a larger share of their risks.
| Berkley Global Product Recall Management | | | 0.4 | | | | | | 0.4 | | | | | | 0.5 | | | | | | | | | | | | | | | | | | | | |
| Carolina Casualty | | | 1.3 | | | | | | 0.6 | | | | | | 0.7 | | | | | | | | | | | | | | | | | | | | |
| Other | | | 1.6 | | | | | | 2.3 | | | | | | 3.0 | | | | | | | | | | | | | | | | | | | | |
| Other liability | | | 35.2% | | | | | | 35.5% | | | | | | 33.9% | | | | | | | | | | | | | | | | | | | | |
| Professional liability | | | 17.7 | | | | | | 15.1 | | | | | | 13.3 | | | | | | | | | | | | | | | | | | | | |
| Berkley Re America | | | 31.2 | | % | | | | 31.6 | | % | | | | 34.2 | | % | | | | | | | | | | | | | | | | | | |
| Casualty | | | 61.8 | | % | | | | 58.1 | | % | | | | 55.7 | | % | | | | | | | | | | | | | | | | | | |
See Note 10 of the Consolidated Financial Statements for components of net investment gains.
| 1 year or less | | | 9.5 | | % | | | | 11.4 | | % | | | | 6.5 | | % | | | | | | | | | | | | | | | | | | |
(1)The cumulative effect adjustment resulting from changes in accounting principals relates to the allowance for expected credit losses on reinsurance recoverables that commenced on January 1, 2020 due to the adoption of ASU 2016-13.
See Note 1 for more details.
| Ceded reserves | | | 2,542,526 | | |
subject to varying degrees of regulation and supervision in the other U.S. jurisdictions in which they do business.
subsidiaries, must generally file all rates with the insurance department of each state in which they operate.
*Legislative and Regulatory Activity Related to the COVID-19 Pandemic.* In 2020, U.S. state insurance regulators issued directives and guidance in response to the economic impacts of the COVID-19 pandemic, which encouraged or directed insurance companies to implement accommodations such as extending grace periods for premium payments and forbearing on the cancellation or non-renewal of policies due to non-payment of premiums.
In addition, there has been industry and regulatory discussion regarding the appropriate role of pandemic business interruption coverage, and whether insurers should be required to provide such coverage.
In 2020, legislators of several states proposed bills that would mandate retroactive coverage of pandemic-related business interruption losses.
To date, however, none of these proposals has meaningfully progressed or been enacted.
At the federal level, there are ongoing discussions regarding a federal response to the risk of future pandemics, some of which include proposals to create public-private partnerships with insurers.
It is too early to determine which proposal, if any, may ultimately gain the support of Congress, and how any new legislation might affect our business.
In 2020, the NAIC adopted amendments to the
The NAIC has proposed an accreditation standard for these amendments for a one-year comment period starting on January 1, 2022.
integrity and availability of the licensee’s information systems.
CCPA became effective on January 1, 2020.
The CPRA will come into full effect in January 2023; compliance with CCPA/CPRA
\- similar proposals.
The topic of climate risk has come under increased scrutiny by insurance regulators.
In addition, the Federal Insurance Office (the “FIO”) has been instructed by President Biden’s Executive Order on Climate-Related Financial Risk, dated May 20, 2021, to seek public comment on a series of questions that “will help inform FIO’s assessment of climate-related financial risks for the insurance sector.” The FIO’s Request for Information notes that it “plans to … take a leadership role in analyzing how the insurance sector may help mitigate climate-related risks \[and to that
end, it\] will engage with the insurance sector to assess how the sector may help achieve national climate-related goals, including mitigation, adaptation and transition to a lower carbon economy.” The comment period ended in November 2021.
*Diversity and Corporate Governance*.
Insurance regulators are also focused on the topic of race, diversity and inclusion.
into a covered agreement with the U.K. (the “U.K. Covered Agreement,” and together with the EU Covered Agreement, the “Covered Agreements”) in anticipation of the U.K.’s exit from the EU.
Under the terms of the Covered Agreements, state credit for reinsurance laws that result in non-U.S. reinsurers subject to the Covered Agreements being treated less favorably than U.S. reinsurers may be preempted by the applicable Covered Agreement beginning on September 1, 2022.
Accordingly, in June 2019, the NAIC adopted amendments to its Credit
These amendments will become an NAIC accreditation standard beginning on September 1, 2022, with enforcement beginning on January 1, 2023.
Following the expiry of the transition period for the United Kingdom’s withdrawal from the EU on December 31, 2020, an insurance company with authorization to write insurance business in the U.K. is no longer permitted to provide cross-border services on a “passporting” basis in the remaining member states of the European Economic Area (“EEA”), a group including member states of the EU and Norway, Liechtenstein and Iceland.
Instead, U.K. insurance companies are now required to establish either a subsidiary or a branch in an EEA member state and apply for direct authorization with the local regulator in that jurisdiction.
An excerpt. Shown here: 40 of 209 rewritten, 40 of 51 added and 40 of 47 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2020 filing and the FY2020 filing.
Cover and table of contents
37 rewritten, 5 added, 1 removed, 109 unchanged
For the fiscal year ended December 31, [removed: 2021][added: 2022]
The aggregate market value of the registrant's common stock held by non-affiliates as of June 30, [removed: 2021,] [added: 2022,] the last business day of the registrant’s most recently completed second fiscal quarter, was [removed: $10,893,170,124.][added: $14,340,165,170.]
Number of shares of common stock, $.20 par value, outstanding as of February [removed: 17, 2022: 176,790,914][added: 15, 2023: 263,446,321]
Portions of the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2021,] [added: 2022,] are incorporated herein by reference in Part III.
| [SAFE HARBOR [removed: STATEMENT](#i67b60c53c37a48a19fb3486df5ad9bb6_10)] [added: STATEMENT](#i35d9cb1974e34186ad62b3eebe1a5e07_10)] | | | | | | | | | | | |
| ITEM | | | 1. | | | [removed: [BUSINESS](#i67b60c53c37a48a19fb3486df5ad9bb6_16)] [added: [BUSINESS](#i35d9cb1974e34186ad62b3eebe1a5e07_16)] | | | [removed: [6](#i67b60c53c37a48a19fb3486df5ad9bb6_16)] [added: [6](#i35d9cb1974e34186ad62b3eebe1a5e07_16)] | | |
| ITEM | | | 1A. | | | [RISK [removed: FACTORS](#i67b60c53c37a48a19fb3486df5ad9bb6_19)] [added: FACTORS](#i35d9cb1974e34186ad62b3eebe1a5e07_19)] | | | [removed: [25](#i67b60c53c37a48a19fb3486df5ad9bb6_19)] [added: [25](#i35d9cb1974e34186ad62b3eebe1a5e07_19)] | | |
| ITEM | | | 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i67b60c53c37a48a19fb3486df5ad9bb6_22)] [added: COMMENTS](#i35d9cb1974e34186ad62b3eebe1a5e07_22)] | | | [removed: [36](#i67b60c53c37a48a19fb3486df5ad9bb6_22)] [added: [36](#i35d9cb1974e34186ad62b3eebe1a5e07_22)] | | |
| ITEM | | | 2. | | | [removed: [PROPERTIES](#i67b60c53c37a48a19fb3486df5ad9bb6_25)] [added: [PROPERTIES](#i35d9cb1974e34186ad62b3eebe1a5e07_25)] | | | [removed: [36](#i67b60c53c37a48a19fb3486df5ad9bb6_25)] [added: [36](#i35d9cb1974e34186ad62b3eebe1a5e07_25)] | | |
| ITEM | | | 3. | | | [LEGAL [removed: PROCEEDINGS](#i67b60c53c37a48a19fb3486df5ad9bb6_28)] [added: PROCEEDINGS](#i35d9cb1974e34186ad62b3eebe1a5e07_28)] | | | [removed: [36](#i67b60c53c37a48a19fb3486df5ad9bb6_28)] [added: [36](#i35d9cb1974e34186ad62b3eebe1a5e07_28)] | | |
| ITEM | | | 4. | | | [MINE SAFETY [removed: DISCLOSURES](#i67b60c53c37a48a19fb3486df5ad9bb6_31)] [added: DISCLOSURES](#i35d9cb1974e34186ad62b3eebe1a5e07_31)] | | | [removed: [37](#i67b60c53c37a48a19fb3486df5ad9bb6_31)] [added: [36](#i35d9cb1974e34186ad62b3eebe1a5e07_31)] | | |
| ITEM | | | 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i67b60c53c37a48a19fb3486df5ad9bb6_37)] [added: SECURITIES](#i35d9cb1974e34186ad62b3eebe1a5e07_37)] | | | [removed: [38](#i67b60c53c37a48a19fb3486df5ad9bb6_37)] [added: [37](#i35d9cb1974e34186ad62b3eebe1a5e07_37)] | | |
| ITEM | | | 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i67b60c53c37a48a19fb3486df5ad9bb6_40)] [added: OPERATIONS](#i35d9cb1974e34186ad62b3eebe1a5e07_40)] | | | [removed: [40](#i67b60c53c37a48a19fb3486df5ad9bb6_40)] [added: [39](#i35d9cb1974e34186ad62b3eebe1a5e07_40)] | | |
| ITEM | | | 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i67b60c53c37a48a19fb3486df5ad9bb6_58)] [added: RISK](#i35d9cb1974e34186ad62b3eebe1a5e07_58)] | | | [removed: [60](#i67b60c53c37a48a19fb3486df5ad9bb6_58)] [added: [60](#i35d9cb1974e34186ad62b3eebe1a5e07_58)] | | |
| ITEM | | | 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i67b60c53c37a48a19fb3486df5ad9bb6_61)] [added: DATA](#i35d9cb1974e34186ad62b3eebe1a5e07_61)] | | | [removed: [61](#i67b60c53c37a48a19fb3486df5ad9bb6_61)] [added: [61](#i35d9cb1974e34186ad62b3eebe1a5e07_61)] | | |
| ITEM | | | 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i67b60c53c37a48a19fb3486df5ad9bb6_160)] [added: DISCLOSURE](#i35d9cb1974e34186ad62b3eebe1a5e07_163)] | | | [removed: [113](#i67b60c53c37a48a19fb3486df5ad9bb6_160)] [added: [113](#i35d9cb1974e34186ad62b3eebe1a5e07_163)] | | |
| ITEM | | | 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i67b60c53c37a48a19fb3486df5ad9bb6_163)] [added: PROCEDURES](#i35d9cb1974e34186ad62b3eebe1a5e07_166)] | | | [removed: [113](#i67b60c53c37a48a19fb3486df5ad9bb6_163)] [added: [113](#i35d9cb1974e34186ad62b3eebe1a5e07_166)] | | |
| ITEM | | | 9B. | | | [OTHER [removed: INFORMATION](#i67b60c53c37a48a19fb3486df5ad9bb6_166)] [added: INFORMATION](#i35d9cb1974e34186ad62b3eebe1a5e07_169)] | | | [removed: [115](#i67b60c53c37a48a19fb3486df5ad9bb6_166)] [added: [115](#i35d9cb1974e34186ad62b3eebe1a5e07_169)] | | |
| ITEM | | | 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i67b60c53c37a48a19fb3486df5ad9bb6_1839)] [added: INSPECTIONS](#i35d9cb1974e34186ad62b3eebe1a5e07_172)] | | | [removed: [115](#i67b60c53c37a48a19fb3486df5ad9bb6_1839)] [added: [115](#i35d9cb1974e34186ad62b3eebe1a5e07_172)] | | |
| ITEM | | | 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i67b60c53c37a48a19fb3486df5ad9bb6_172)] [added: GOVERNANCE](#i35d9cb1974e34186ad62b3eebe1a5e07_178)] | | | [removed: [116](#i67b60c53c37a48a19fb3486df5ad9bb6_172)] [added: [116](#i35d9cb1974e34186ad62b3eebe1a5e07_178)] | | |
| ITEM | | | 11. | | | [EXECUTIVE [removed: COMPENSATION](#i67b60c53c37a48a19fb3486df5ad9bb6_175)] [added: COMPENSATION](#i35d9cb1974e34186ad62b3eebe1a5e07_181)] | | | [removed: [116](#i67b60c53c37a48a19fb3486df5ad9bb6_175)] [added: [116](#i35d9cb1974e34186ad62b3eebe1a5e07_181)] | | |
| ITEM | | | 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i67b60c53c37a48a19fb3486df5ad9bb6_178)] [added: MATTERS](#i35d9cb1974e34186ad62b3eebe1a5e07_184)] | | | [removed: [116](#i67b60c53c37a48a19fb3486df5ad9bb6_178)] [added: [116](#i35d9cb1974e34186ad62b3eebe1a5e07_184)] | | |
| ITEM | | | 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i67b60c53c37a48a19fb3486df5ad9bb6_181)] [added: INDEPENDENCE](#i35d9cb1974e34186ad62b3eebe1a5e07_187)] | | | [removed: [116](#i67b60c53c37a48a19fb3486df5ad9bb6_181)] [added: [116](#i35d9cb1974e34186ad62b3eebe1a5e07_187)] | | |
| ITEM | | | 14. | | | [PRINCIPAL ACCOUNTANT FEES AND [removed: SERVICES](#i67b60c53c37a48a19fb3486df5ad9bb6_184)] [added: SERVICES](#i35d9cb1974e34186ad62b3eebe1a5e07_190)] | | | [removed: [116](#i67b60c53c37a48a19fb3486df5ad9bb6_184)] [added: [116](#i35d9cb1974e34186ad62b3eebe1a5e07_190)] | | |
| ITEM | | | 15. | | | [EXHIBITS AND FINANCIAL STATEMENT [removed: SCHEDULES](#i67b60c53c37a48a19fb3486df5ad9bb6_190)] [added: SCHEDULES](#i35d9cb1974e34186ad62b3eebe1a5e07_196)] | | | [removed: [117](#i67b60c53c37a48a19fb3486df5ad9bb6_190)] [added: [117](#i35d9cb1974e34186ad62b3eebe1a5e07_196)] | | |
| ITEM | | | 16. | | | [FORM 10-K [removed: SUMMARY](#i67b60c53c37a48a19fb3486df5ad9bb6_7)] [added: SUMMARY](#i35d9cb1974e34186ad62b3eebe1a5e07_7)] | | | [removed: [121](#i67b60c53c37a48a19fb3486df5ad9bb6_199)] [added: [121](#i35d9cb1974e34186ad62b3eebe1a5e07_205)] | | |
| EX-4.1 | | | | | | [DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF [removed: 1934](https://www.sec.gov/Archives/edgar/data/11544/000001154422000007/wrb1231202110-kex41.htm)] [added: 1934](https://www.sec.gov/Archives/edgar/data/11544/000001154423000004/wrb1231202210-kex41.htm)] | | | | | |
| EX-21 | | | | | | [LIST OF COMPANIES AND [removed: SUBSIDIARIES](https://www.sec.gov/Archives/edgar/data/11544/000001154422000007/wrb1231202110-kex21.htm)] [added: SUBSIDIARIES](https://www.sec.gov/Archives/edgar/data/11544/000001154423000004/wrb1231202210-kex21.htm)] | | | | | |
| EX-23 | | | | | | [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING [removed: FIRM](https://www.sec.gov/Archives/edgar/data/11544/000001154422000007/wrb1231202110-kex23.htm)] [added: FIRM](https://www.sec.gov/Archives/edgar/data/11544/000001154423000004/wrb1231202210-kex23.htm)] | | | | | |
| EX-31.1 | | | | | | [CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) [removed: /15d-14(a)](https://www.sec.gov/Archives/edgar/data/11544/000001154422000007/wrb1231202110-kex311.htm)] [added: /15d-14(a)](https://www.sec.gov/Archives/edgar/data/11544/000001154423000004/wrb1231202210-kex311.htm)] | | | | | |
| EX-31.2 | | | | | | [CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) [removed: /15d-14(a)](https://www.sec.gov/Archives/edgar/data/11544/000001154422000007/wrb1231202110-kex312.htm)] [added: /15d-14(a)](https://www.sec.gov/Archives/edgar/data/11544/000001154423000004/wrb1231202210-kex312.htm)] | | | | | |
| EX-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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/11544/000001154422000007/wrb1231202110-kex321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/11544/000001154423000004/wrb1231202210-kex321.htm)] | | | | | |
Any forward-looking statements contained in this report including statements related to our outlook for the industry and for our performance for the year [removed: 2022] [added: 2023] and beyond, are based upon our historical performance and on current plans, estimates and expectations.
- the uncertain nature of damage theories and loss amounts, including claims for cyber [removed: security related] [added: security-related] risks;
- the ongoing [added: effects of the] COVID-19 pandemic;
- foreign currency and political risks [removed: (including those associated with the United Kingdom's withdrawal from the European Union, or "Brexit")] relating to our international operations;
These risks and uncertainties could cause our actual results for the year [removed: 2022] [added: 2023] and beyond to differ materially from those expressed in any forward-looking statement we make.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant
to §240.10D-1(b).
- cyber security breaches of our information technology systems and the information technology systems of our vendors and other third parties;
- potential difficulties with technology and/or cyber security issues;
Item 2. PROPERTIES
3 rewritten, 0 added, 0 removed, 1 unchanged
At December 31, [removed: 2021,] [added: 2022,] the Company had aggregate office space of [removed: 4,276,456] [added: 4,295,165] square feet, of which [removed: 1,105,205] [added: 1,048,136] were owned and [removed: 3,171,251] [added: 3,247,029] were leased.
Rental expense for the Company's operations was approximately [removed: $44,051,000, $44,291,000] [added: $43,383,000, $44,051,000] and [removed: $44,107,000] [added: $44,291,000] for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.
Future minimum lease payments, without provision for sublease income, are [removed: $44,962,000] [added: $32,282,796] in [removed: 2022, $43,674,000] [added: 2023, $33,528,105] in [removed: 2023] [added: 2024] and [removed: $155,277,000] [added: $599,371,375] thereafter.
Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
8 rewritten, 6 added, 6 removed, 9 unchanged
In [removed: 2021,] [added: 2022,] the Board declared regular quarterly cash dividends of [removed: $0.12] [added: $0.09] per share in the first quarter, and [removed: $0.13] [added: $0.10] per share in each of the remaining three quarters, and special dividends of $0.50 per share in the second [removed: quarter and $1.00 per share in the fourth] quarter.
The approximate number of record holders of the common stock on February [removed: 17, 2022] [added: 15, 2023] was [removed: 302.][added: 323.]
*Assumes initial investment of $100 on January 1, [removed: 2016,] [added: 2017,] with dividends reinvested.*
[removed: ][added: ]
[removed: The S&P 500® Property and Casualty Insurance Index consists of Allstate Corporation,] [added: 2022),] Chubb, Ltd., Cincinnati Financial Corporation, Progressive Corporation, The Travelers Companies, Inc., and W. R. Berkley Corporation (added Dec.
| | | | | | | [removed: 2016 | | |] 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | [added: 2022 | | |]
| S&P 500 Property and Casualty Insurance Index | | | Cum $ | | | 100.00 | | | [removed: 122.39] [added: 95.31] | | | [removed: 116.64] [added: 119.97] | | | [removed: 146.82] [added: 127.56] | | | [removed: 156.12] [added: 149.90] | | | [removed: 183.45] [added: 178.27] | | |
Set forth below is a summary of the shares repurchased by the Company during the fourth quarter of [removed: 2021] [added: 2022] and the remaining number of shares authorized for purchase by the Company during such period.
As of December 31, 2022, the S&P 500® Property and Casualty Insurance Index consists of Allstate Corporation, Arch Capital Group Ltd. (added Nov.
| W. R. Berkley Corporation | | | Cum $ | | | 100.00 | | | 104.61 | | | 150.46 | | | 145.72 | | | 185.56 | | | 240.56 | | |
| S&P 500 Index - Total Returns | | | Cum $ | | | 100.00 | | | 95.61 | | | 125.70 | | | 148.81 | | | 191.48 | | | 156.69 | | |
| October 2022 | | | 325,596 | | | | | | $ | 69.22 | | | | | 325,596 | | | | | | 14,568,100 | | |
| November 2022 | | | 938,494 | | | | | | 69.29 | | | | | | 938,494 | | | | | | 13,629,606 | | |
| December 2022 | | | — | | | | | | — | | | | | | — | | | | | | 13,629,606 | | |
| W. R. Berkley Corporation | | | Cum $ | | | 100.00 | | | 110.18 | | | 115.26 | | | 165.78 | | | 160.56 | | | 204.45 | | |
| S&P 500 Index - Total Returns | | | Cum $ | | | 100.00 | | | 121.83 | | | 116.48 | | | 153.15 | | | 181.30 | | | 233.29 | | |
| October 2021 | | | — | | | | | | — | | | | | | — | | | | | | 4,982,103 | | |
| November 2021 (1) | | | — | | | | | | — | | | | | | — | | | | | | 10,000,000 | | |
| December 2021 | | | — | | | | | | — | | | | | | — | | | | | | 10,000,000 | | |
(1) The Company's repurchase authorization was increased to 10,000,000 shares on November 5, 2021.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
598 rewritten, 407 added, 338 removed, 854 unchanged
To the Stockholders and [added: the] Board of Directors
We have audited the accompanying consolidated balance sheets of W. R. Berkley Corporation and subsidiaries (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedules II to VI (collectively, the consolidated financial statements).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, [removed: 2021,] [added: 2022,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, [removed: 2022] [added: 2023] expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
As discussed in Notes 1 and [removed: 13] [added: 14] to the consolidated financial statements, the Company estimates the reserves for losses and loss expenses (reserves) using a variety of actuarial techniques and methods.
- evaluating the Company’s actuarial point estimate by examining the Company actuaries’ process, and [removed: certain] key assumptions for [added: certain of] the remaining businesses;
| (In thousands, except per share data) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Net premiums written | | | $ | [removed: 8,862,867] [added: 10,004,070] | | | | | $ | [removed: 7,262,437] [added: 8,862,867] | | | | | $ | [removed: 6,863,499] [added: 7,262,437] | |
| Change in net unearned premiums | | | [removed: (756,836)] [added: (442,641)] | | | | | | [removed: (331,594)] [added: (756,836)] | | | | | | [removed: (230,211)] [added: (331,594)] | | |
| Net premiums earned | | | [removed: 8,106,031] [added: 9,561,429] | | | | | | [removed: 6,930,843] [added: 8,106,031] | | | | | | [removed: 6,633,288] [added: 6,930,843] | | |
| Net investment income | | | [removed: 671,618] [added: 779,185] | | | | | | [removed: 583,821] [added: 671,618] | | | | | | [removed: 645,614] [added: 583,821] | | |
| Net realized and unrealized gains on investments | | | [removed: 106,958] [added: 217,311] | | | | | | [removed: 73,514] [added: 106,958] | | | | | | [removed: 120,703] [added: 73,514] | | |
| Change in allowance for expected credit losses on investments | | | [removed: (16,326)] [added: (14,914)] | | | | | | [removed: 29,486] [added: (16,326)] | | | | | | [removed: —] [added: 29,486] | | |
| Net investment gains | | | [removed: 90,632] [added: 202,397] | | | | | | [removed: 103,000] [added: 90,632] | | | | | | [removed: 120,703] [added: 103,000] | | |
| Revenues from non-insurance businesses | | | [removed: 489,151] [added: 509,548] | | | | | | [removed: 389,888] [added: 489,151] | | | | | | [removed: 406,541] [added: 389,888] | | |
| Insurance service fees | | | [removed: 93,857] [added: 110,544] | | | | | | [removed: 88,777] [added: 93,857] | | | | | | [removed: 92,680] [added: 88,777] | | |
| Other income | | | [removed: 4,177] [added: 3,396] | | | | | | [removed: 2,596] [added: 4,177] | | | | | | [removed: 3,370] [added: 2,596] | | |
| Total revenues | | | [removed: 9,455,466] [added: 11,166,499] | | | | | | [removed: 8,098,925] [added: 9,455,466] | | | | | | [removed: 7,902,196] [added: 8,098,925] | | |
| Losses and loss expenses | | | [removed: 4,953,960] [added: 5,861,750] | | | | | | [removed: 4,468,706] [added: 4,953,960] | | | | | | [removed: 4,131,116] [added: 4,468,706] | | |
| Other operating costs and expenses | | | [removed: 2,599,270] [added: 2,961,505] | | | | | | [removed: 2,390,392] [added: 2,599,270] | | | | | | [removed: 2,362,082] [added: 2,390,392] | | |
| Expenses from non-insurance businesses | | | [removed: 472,151] [added: 493,189] | | | | | | [removed: 384,488] [added: 472,151] | | | | | | [removed: 402,669] [added: 384,488] | | |
| Interest expense | | | [removed: 147,180] [added: 130,374] | | | | | | [removed: 150,537] [added: 147,180] | | | | | | [removed: 153,409] [added: 150,537] | | |
| Total operating costs and expenses | | | [removed: 8,172,561] [added: 9,446,818] | | | | | | [removed: 7,394,123] [added: 8,172,561] | | | | | | [removed: 7,049,276] [added: 7,394,123] | | |
| Income before income taxes | | | [removed: 1,282,905] [added: 1,719,681] | | | | | | [removed: 704,802] [added: 1,282,905] | | | | | | [removed: 852,920] [added: 704,802] | | |
| Income tax expense | | | [removed: (251,890)] [added: (334,727)] | | | | | | [removed: (171,817)] [added: (251,890)] | | | | | | [removed: (168,935)] [added: (171,817)] | | |
| Net income before noncontrolling interests | | | [removed: 1,031,015] [added: 1,384,954] | | | | | | [removed: 532,985] [added: 1,031,015] | | | | | | [removed: 683,985] [added: 532,985] | | |
| Noncontrolling interests | | | [removed: (8,525)] [added: (3,892)] | | | | | | [removed: (2,315)] [added: (8,525)] | | | | | | [removed: (2,041)] [added: (2,315)] | | |
| Net income to common stockholders | | | $ | [removed: 1,022,490] [added: 1,381,062] | | | | | $ | [removed: 530,670] [added: 1,022,490] | | | | | $ | [removed: 681,944] [added: 530,670] | |
| (In thousands) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Net income before noncontrolling interests | | | $ | [removed: 1,031,015] [added: 1,384,954] | | | | | $ | [removed: 532,985] [added: 1,031,015] | | | | | $ | [removed: 683,985] [added: 532,985] | |
| Change in unrealized translation adjustments | | | [removed: (20,969)] [added: 1,179] | | | | | | [removed: 29,927] [added: (20,969)] | | | | | | [removed: 37,166] [added: 29,927] | | |
| Change in unrealized investment (losses) gains, net of taxes | | | [removed: (198,812)] [added: (983,803)] | | | | | | [removed: 140,250] [added: (198,812)] | | | | | | [removed: 215,902] [added: 140,250] | | |
| Other comprehensive (loss) gain | | | [removed: (219,781)] [added: (982,624)] | | | | | | [removed: 170,177] [added: (219,781)] | | | | | | [removed: 253,068] [added: 170,177] | | |
| Comprehensive income | | | [removed: 811,234] [added: 402,330] | | | | | | [removed: 703,162] [added: 811,234] | | | | | | [removed: 937,053] [added: 703,162] | | |
| Comprehensive income to common stockholders | | | $ | [removed: 802,711] [added: 398,440] | | | | | $ | [removed: 700,849] [added: 802,711] | | | | | $ | [removed: 934,909] [added: 700,849] | |
| (In thousands, except [added: per] share data) | | | [added: | | | | | | | | | | | | | | | | | | 2022 | | | | | |] 2021 | | | | | | 2020 | | |
| Fixed maturity securities (amortized cost of [removed: $16,471,304] [added: $18,715,483] and [removed: $13,755,858;] [added: $16,471,304;] allowance for expected credit losses of [removed: $22,625] [added: $37,466] and [removed: $2,580] [added: $22,625] at December 31, [removed: 2021] [added: 2022] and [removed: 2020)] [added: 2021)] | | | $ | [removed: 16,602,673] [added: 17,587,349] | | | | | $ | [removed: 14,159,369] [added: 16,602,673] | |
| Investment funds | | | [removed: 1,480,612] [added: 1,608,548] | | | | | | [removed: 1,309,430] [added: 1,480,612] | | |
| Real estate | | | [removed: 1,852,508] [added: 1,340,622] | | | | | | [removed: 1,960,914] [added: 1,852,508] | | |
| Arbitrage trading account | | | [removed: 1,179,606] [added: 944,230] | | | | | | [removed: 341,473] [added: 1,179,606] | | |
The reserves as of December 31, 2022 were $17.0 billion.
February 24, 2023
| Basic | | | $ | 4.99 | | | | | $ | 3.69 | | | | | $ | 1.89 | |
| Diluted | | | $ | 4.94 | | | | | $ | 3.66 | | | | | $ | 1.87 | |
| Noncontrolling interests | | | (3,890) | | | | | | (8,523) | | | | | | (2,313) | | |
| Authorized 1,250,000,000 shares and 750,000,000 shares, respectively, issued and outstanding, net of treasury shares, 264,546,100 and 265,170,882 shares, respectively | | | 105,803 | | | | | | 105,803 | | |
| Additional paid-in capital | | | 997,534 | | | | | | 981,104 | | |
| Treasury stock, at cost, 264,468,528 and 263,843,868 shares, respectively | | | (3,251,429) | | | | | | (3,167,076) | | |
| Beginning of period | | | | | | | | | | | | | | | | | | | | | $ | 981,104 | | | | | $ | 977,215 | | | | | $ | 1,020,774 | |
| End of period | | | | | | | | | | | | | | | | | | | | | $ | 997,534 | | | | | $ | 981,104 | | | | | $ | 977,215 | |
| Net income to common stockholders | | | $ | 1,381,062 | | | | | $ | 1,022,490 | | | | | $ | 530,670 | |
| Cash received in connection with business disposition | | | 906,789 | | | | | | — | | | | | | — | | |
| Payment for business purchased, net of cash acquired | | | (49,572) | | | | | | — | | | | | | — | | |
Shares outstanding and per share amounts have been adjusted to reflect the 3-for-2 common stock split effected on March 23, 2022.
In the fourth quarter of 2022, the Company adjusted the proceeds from sale of fixed maturity securities and purchase of fixed maturity securities lines within the consolidated statements of cash flows for an incremental inter-company elimination which resulted in no impact on the total amount of investing activities.
For the years ended December 31, 2021 and 2020, the Company did not correct these line items as the effects were not material and had no impact on the total amount of investing activities.
hold to maturity are classified as held to maturity and reported at amortized cost.
term assumptions linearly over 5 years beyond the forecast period.
(2) Acquisitions
In March 2022, the Company acquired an 80.0% ownership interest for $51.1 million in a company engaged in residential and commercial textiles.
The fair value of the assets acquired and liabilities assumed have been estimated based on a third party valuation.
The following table summarizes the estimated fair value of net assets acquired and liabilities assumed for the business combination completed in 2022:
| (In thousands) | | | 2022 | | |
| Cash and cash equivalents | | | $ | 1,564 | |
| Real estate, furniture and equipment | | | 6,000 | | |
| Intangible assets | | | 25,600 | | |
| Goodwill | | | 15,857 | | |
| Other assets | | | 20,349 | | |
| Total assets acquired | | | 69,370 | | |
| Other liabilities assumed | | | (12,420) | | |
| Noncontrolling interest | | | (5,814) | | |
| | | | | | |
| Net assets acquired | | | $ | 51,136 | |
| Beginning of period | | | $ | 90,900 | | | | | $ | (372,855) | | | | | | | | | | | $ | (281,955) | |
| Other comprehensive (loss) income before reclassifications | | | (1,054,838) | | | | | | 1,179 | | | | | | | | | | | | (1,053,659) | | |
| Other comprehensive (loss) income | | | (983,803) | | | | | | 1,179 | | | | | | | | | | | | (982,624) | | |
| Ending balance | | | $ | (892,905) | | | | | $ | (371,676) | | | | | | | | | | | $ | (1,264,581) | |
| Pre-tax | | | $ | (1,248,128) | | | | | $ | 1,179 | | | | | | | | | | | $ | (1,246,949) | |
| Other comprehensive (loss) income | | | $ | (983,803) | | | | | $ | 1,179 | | | | | | | | | | | $ | (982,624) | |
| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The reserves as of December 31, 2021 were $15,391 million.
February 24, 2022
| | | | | | | | | | | | | | | | | | |
| Basic | | | $ | 5.53 | | | | | $ | 2.84 | | | | | $ | 3.58 | |
| Diluted | | | $ | 5.48 | | | | | $ | 2.81 | | | | | $ | 3.52 | |
| Comprehensive income to the noncontrolling interest | | | (8,523) | | | | | | (2,313) | | | | | | (2,144) | | |
| Authorized 750,000,000 shares, issued and outstanding, net of treasury shares, 176,780,588 and 177,825,150 shares, respectively | | | 70,535 | | | | | | 70,535 | | |
| Additional paid-in capital | | | 1,016,372 | | | | | | 1,012,483 | | |
| Treasury stock, at cost, 175,895,912 and 174,851,350 shares, respectively | | | (3,167,076) | | | | | | (3,058,425) | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Beginning of period | | | | | | | | | | | | | | | | | | | | | $ | 1,012,483 | | | | | $ | 1,056,042 | | | | | $ | 1,039,633 | |
| End of period | | | | | | | | | | | | | | | | | | | | | $ | 1,016,372 | | | | | $ | 1,012,483 | | | | | $ | 1,056,042 | |
| Cash and cash equivalents at beginning of year | | | 2,372,366 | | | | | | 1,023,710 | | | | | | 817,602 | | |
corresponding credit or charge to interest income or expense.
| Beginning of period | | | $ | 124,514 | | | | | $ | (381,813) | | | | | | | | | | | $ | (257,299) | |
| Restated beginning of period | | | 149,466 | | | | | | (381,813) | | | | | | | | | | | | (232,347) | | |
| Other comprehensive income before reclassifications | | | 114,049 | | | | | | 29,927 | | | | | | | | | | | | 143,976 | | |
| Other comprehensive income | | | 140,250 | | | | | | 29,927 | | | | | | | | | | | | 170,177 | | |
| Ending balance | | | $ | 289,714 | | | | | $ | (351,886) | | | | | | | | | | | $ | (62,172) | |
| Pre-tax | | | $ | 164,645 | | | | | $ | 29,927 | | | | | | | | | | | $ | 194,572 | |
| Other comprehensive income | | | $ | 140,250 | | | | | $ | 29,927 | | | | | | | | | | | $ | 170,177 | |
| December 31, 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| State and municipal | | | $ | 67,117 | | | | | $ | (798) | | | | | $ | 13,217 | | | | | $ | — | | | | | 79,536 | | | | | | $ | 66,319 | |
| Residential mortgage-backed | | | 6,455 | | | | | | — | | | | | | 1,043 | | | | | | — | | | | | | 7,498 | | | | | | 6,455 | | |
| Total held to maturity | | | 73,572 | | | | | | (798) | | | | | | 14,260 | | | | | | — | | | | | | 87,034 | | | | | | 72,774 | | |
| U.S. government and government agency | | | 586,020 | | | | | | — | | | | | | 18,198 | | | | | | (347) | | | | | | 603,871 | | | | | | 603,871 | | |
| Special revenue | | | 2,137,162 | | | | | | — | | | | | | 96,924 | | | | | | (714) | | | | | | 2,233,372 | | | | | | 2,233,372 | | |
| State general obligation | | | 417,397 | | | | | | — | | | | | | 33,407 | | | | | | — | | | | | | 450,804 | | | | | | 450,804 | | |
| Pre-refunded | | | 250,081 | | | | | | — | | | | | | 21,472 | | | | | | (162) | | | | | | 271,391 | | | | | | 271,391 | | |
| Corporate backed | | | 206,356 | | | | | | — | | | | | | 8,755 | | | | | | (638) | | | | | | 214,473 | | | | | | 214,473 | | |
| Local general obligation | | | 410,583 | | | | | | — | | | | | | 40,596 | | | | | | (555) | | | | | | 450,624 | | | | | | 450,624 | | |
| Total state and municipal | | | 3,421,579 | | | | | | — | | | | | | 201,154 | | | | | | (2,069) | | | | | | 3,620,664 | | | | | | 3,620,664 | | |
| Residential | | | 813,187 | | | | | | — | | | | | | 24,664 | | | | | | (5,238) | | | | | | 832,613 | | | | | | 832,613 | | |
| Commercial | | | 181,105 | | | | | | — | | | | | | 6,725 | | | | | | (113) | | | | | | 187,717 | | | | | | 187,717 | | |
| Total mortgage-backed securities | | | 994,292 | | | | | | — | | | | | | 31,389 | | | | | | (5,351) | | | | | | 1,020,330 | | | | | | 1,020,330 | | |
| Asset-backed securities | | | 3,218,048 | | | | | | — | | | | | | 10,035 | | | | | | (33,497) | | | | | | 3,194,586 | | | | | | 3,194,586 | | |
| Industrial | | | 2,456,516 | | | | | | (518) | | | | | | 115,926 | | | | | | (7,449) | | | | | | 2,564,475 | | | | | | 2,564,475 | | |
| Financial | | | 1,513,943 | | | | | | — | | | | | | 62,947 | | | | | | (987) | | | | | | 1,575,903 | | | | | | 1,575,903 | | |
| Utilities | | | 389,267 | | | | | | — | | | | | | 31,931 | | | | | | (33) | | | | | | 421,165 | | | | | | 421,165 | | |
| Other | | | 109,353 | | | | | | — | | | | | | 696 | | | | | | (11) | | | | | | 110,038 | | | | | | 110,038 | | |
An excerpt. Shown here: 40 of 598 rewritten, 40 of 407 added and 40 of 338 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2020 filing and the FY2020 filing.
Item 9A. CONTROLS AND PROCEDURES
5 rewritten, 1 added, 1 removed, 29 unchanged
During the quarter ended December 31, [removed: 2021,] [added: 2022,] there have been no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
Based on our evaluation under the framework in Internal Control - Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]
We have audited W. R. Berkley Corporation and subsidiaries’ (the Company) internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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, [removed: 2021,] [added: 2022,] and the related notes and financial statement schedules II to VI (collectively, the consolidated financial statements), and our report dated February 24, [removed: 2022] [added: 2023] expressed an unqualified opinion on those consolidated financial statements.
February 24, 2023
February 24, 2022
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2021,] [added: 2022,] and which is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
1 rewritten, 0 added, 0 removed, 0 unchanged
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2021,] [added: 2022,] and which is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
1 rewritten, 3 added, 0 removed, 4 unchanged
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2021,] [added: 2022,] and which is incorporated herein by reference.
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2022, and which is incorporated herein by reference.
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2022, and which is incorporated herein by reference.
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2022, and which is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
1 rewritten, 0 added, 0 removed, 0 unchanged
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2021,] [added: 2022,] and which is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
1 rewritten, 0 added, 0 removed, 2 unchanged
Reference is made to the registrant's definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, [removed: 2021,] [added: 2022,] and which is incorporated herein by reference.
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
43 rewritten, 8 added, 4 removed, 79 unchanged
| | | | [Schedule II — Condensed Financial Information of [removed: Registrant](#i67b60c53c37a48a19fb3486df5ad9bb6_205)] [added: Registrant](#i35d9cb1974e34186ad62b3eebe1a5e07_211)] | | | [removed: [123](#i67b60c53c37a48a19fb3486df5ad9bb6_205)] [added: [124](#i35d9cb1974e34186ad62b3eebe1a5e07_211)] | | |
| | | | [Schedule III — Supplementary Insurance [removed: Information](#i67b60c53c37a48a19fb3486df5ad9bb6_208)] [added: Information](#i35d9cb1974e34186ad62b3eebe1a5e07_214)] | | | [removed: [127](#i67b60c53c37a48a19fb3486df5ad9bb6_208)] [added: [128](#i35d9cb1974e34186ad62b3eebe1a5e07_214)] | | |
| | | | [Schedule V — Valuation and Qualifying [removed: Accounts](#i67b60c53c37a48a19fb3486df5ad9bb6_214)] [added: Accounts](#i35d9cb1974e34186ad62b3eebe1a5e07_220)] | | | [removed: [129](#i67b60c53c37a48a19fb3486df5ad9bb6_214)] [added: [130](#i35d9cb1974e34186ad62b3eebe1a5e07_220)] | | |
| | | | [Schedule VI — Supplementary Information Concerning Property — Casualty Insurance [removed: Operations](#i67b60c53c37a48a19fb3486df5ad9bb6_217)] [added: Operations](#i35d9cb1974e34186ad62b3eebe1a5e07_223)] | | | [removed: [130](#i67b60c53c37a48a19fb3486df5ad9bb6_217)] [added: [131](#i35d9cb1974e34186ad62b3eebe1a5e07_223)] | | |
| [removed: ([3.5](http://www.sec.gov/Archives/edgar/data/11544/000089914015000593/b3-2.htm))] [added: ([3.6](http://www.sec.gov/Archives/edgar/data/11544/000089914015000593/b3-2.htm))] | | | 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 August 5, 2015). | | |
| [removed: ([4.1](https://www.sec.gov/Archives/edgar/data/11544/000001154422000007/wrb1231202110-kex41.htm))] [added: ([4.1](https://www.sec.gov/Archives/edgar/data/11544/000001154423000004/wrb1231202210-kex41.htm))] | | | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | | |
| ([4.3](http://www.sec.gov/Archives/edgar/data/11544/000095012307003012/y30637exv4w7.txt)) | | | 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 [removed: 6.25%] [added: 6.250%] Senior Notes due 2037, including [added: the] 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). | | |
| [removed: ([4.4](http://www.sec.gov/Archives/edgar/data/11544/000119312512119781/d316663dex42.htm))] [added: ([4.4](http://www.sec.gov/Archives/edgar/data/11544/000119312514297751/d767573dex42.htm))] | | | [removed: Eighth] [added: Ninth] Supplemental Indenture, dated as of [removed: March 16, 2012,] [added: 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 [removed: 4.625%] [added: 4.750%] Senior Notes due [removed: 2022,] [added: 2044,] including [added: the] 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 [removed: March 16, 2012).] [added: August 6, 2014).] | | |
| [removed: ([4.5](http://www.sec.gov/Archives/edgar/data/11544/000119312514297751/d767573dex42.htm))] [added: ([4.](http://www.sec.gov/Archives/edgar/data/11544/000119312520140282/d867995dex42.htm)6)] | | | [removed: Ninth] [added: First] Supplemental Indenture, dated as of [removed: August 6, 2014,] [added: May 12, 2020,] between the Company and The Bank of New York Mellon, as Trustee, relating to [removed: $350,000,000] [added: $470,000,000] principal amount of the Company’s [removed: 4.75%] [added: 4.000%] Senior Notes due [removed: 2044,] [added: 2050,] including [added: the] form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the [removed: Company's] [added: Company’s] Current Report on Form 8-K (File No. 1-15202) filed with the Commission on [removed: August 6, 2014).] [added: May 12, 2020).] | | |
| [removed: ([4.6](http://www.sec.gov/Archives/edgar/data/11544/000119312520140282/d867995dex41.htm))] [added: ([4.5](http://www.sec.gov/Archives/edgar/data/11544/000119312520140282/d867995dex41.htm))] | | | Indenture, dated as of May 12, 2020, 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 12, 2020). | | |
| [removed: ([4.7](http://www.sec.gov/Archives/edgar/data/11544/000119312520140282/d867995dex42.htm))] [added: ([4.1](http://www.sec.gov/Archives/edgar/data/11544/000119312520249826/d70744dex42.htm)[2](http://www.sec.gov/Archives/edgar/data/11544/000119312520249826/d70744dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/11544/000119312520249826/d70744dex42.htm)] | | | [removed: First] [added: Third] Supplemental Indenture, dated as of [removed: May 12,] [added: September 21,] 2020, between the Company and The Bank of New York Mellon, as Trustee, relating to [removed: $470,000,000] [added: $250,000,000] principal amount of the Company’s [removed: 4.00% Senior Notes] [added: 4.250% Subordinated Debentures] due [removed: 2050,] [added: 2060,] including [added: the] form of the [removed: Notes] [added: 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 [removed: May 12,] [added: September 21,] 2020). | | |
| [removed: [(4.8)](https://www.sec.gov/Archives/edgar/data/0000011544/000119312521082861/d130286dex42.htm)] [added: [(4.](https://www.sec.gov/Archives/edgar/data/0000011544/000119312521082861/d130286dex42.htm)[7](https://www.sec.gov/Archives/edgar/data/0000011544/000119312521082861/d130286dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/0000011544/000119312521082861/d130286dex42.htm)] | | | Second Supplemental Indenture, dated as of March 16, 2021, between the Company and The Bank of New York Mellon, as Trustee, relating to $400,000,000 principal amount of the Company’s 3.550% Senior Notes due 2052, including [added: the] 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, 2021). | | |
| [removed: [(4.9)](https://www.sec.gov/Archives/edgar/data/0000011544/000119312521273619/d225177dex42.htm)] [added: [(4.](https://www.sec.gov/Archives/edgar/data/0000011544/000119312521273619/d225177dex42.htm)[8](https://www.sec.gov/Archives/edgar/data/0000011544/000119312521273619/d225177dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/0000011544/000119312521273619/d225177dex42.htm)] | | | Third Supplemental Indenture, dated as of September 15, 2021, between the Company and The Bank of New York Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 3.150% Senior Notes due 2061, including [added: the] 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 15, 2021). | | |
| [removed: [(](https://www.sec.gov/Archives/edgar/data/11544/000119312518095381/d542041dex41.htm)[4.10)](https://www.sec.gov/Archives/edgar/data/11544/000119312518095381/d542041dex41.htm)] [added: [(4.](https://www.sec.gov/Archives/edgar/data/11544/000119312518095381/d542041dex41.htm)[9](https://www.sec.gov/Archives/edgar/data/11544/000119312518095381/d542041dex41.htm)[)](https://www.sec.gov/Archives/edgar/data/11544/000119312518095381/d542041dex41.htm)] | | | Subordinated Indenture, dated as of March 26, 2018, 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 March 26, 2018). | | |
| [removed: [(](https://www.sec.gov/Archives/edgar/data/11544/000119312518095381/d542041dex42.htm)[4.11)](https://www.sec.gov/Archives/edgar/data/11544/000119312518095381/d542041dex42.htm)] [added: [(4.1](https://www.sec.gov/Archives/edgar/data/11544/000119312518095381/d542041dex42.htm)[0](https://www.sec.gov/Archives/edgar/data/11544/000119312518095381/d542041dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/11544/000119312518095381/d542041dex42.htm)] | | | First Supplemental Indenture, dated as of March 26, 2018, between the Company and The Bank of New York Mellon, as Trustee, relating to $185,000,000 principal amount of the Company’s [removed: 5.7%] [added: 5.700%] Subordinated Debentures due 2058, 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 March 26, 2018). | | |
| [removed: [(4.12)](https://www.sec.gov/Archives/edgar/data/11544/000119312519315039/d797169dex42.htm)] [added: [(4.1](https://www.sec.gov/Archives/edgar/data/11544/000119312519315039/d797169dex42.htm)[1](https://www.sec.gov/Archives/edgar/data/11544/000119312519315039/d797169dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/11544/000119312519315039/d797169dex42.htm)] | | | Second Supplemental Indenture, dated as of December 16, 2019, between the Company and the Bank of New York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company's [removed: 5.10%] [added: 5.100%] Subordinated Debentures due 2059, 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 December 16, 2019). | | |
| [removed: ([4.1](http://www.sec.gov/Archives/edgar/data/11544/000119312520249826/d70744dex42.htm)[3](http://www.sec.gov/Archives/edgar/data/11544/000119312520249826/d70744dex42.htm)[)](http://www.sec.gov/Archives/edgar/data/11544/000119312520249826/d70744dex42.htm)] [added: [(4.1](https://www.sec.gov/Archives/edgar/data/11544/000119312521035890/d17400dex42.htm)[3](https://www.sec.gov/Archives/edgar/data/11544/000119312521035890/d17400dex42.htm)[)](https://www.sec.gov/Archives/edgar/data/11544/000119312521035890/d17400dex42.htm)] | | | [removed: Third] [added: Fourth] Supplemental Indenture, dated as of [removed: September 21, 2020,] [added: February 10, 2021,] between the Company and The Bank of New York Mellon, as Trustee, relating to [removed: $250,000,000] [added: $300,000,000] principal amount of the Company’s [removed: 4.25%] [added: 4.125%] Subordinated Debentures [removed: Notes] due [removed: 2060,] [added: 2061,] including [added: 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 [removed: September 21, 2020).] [added: February 10, 2021).] | | |
| [removed: (4.15)] [added: (4.14)] | | | 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. | | |
| [removed: ([10.1](http://www.sec.gov/Archives/edgar/data/11544/000119312518122833/d560593ddef14a.htm))] [added: ([10.](http://www.sec.gov/Archives/edgar/data/11544/000119312518122833/d560593ddef14a.htm)2)] | | | W. R. Berkley Corporation 2018 Stock Incentive Plan (incorporated by reference to Annex B of the Company’s 2018 Proxy Statement (File No. 1-15202) filed with the Commission on April 19, 2018). | | |
| [removed: ([10.2](http://www.sec.gov/Archives/edgar/data/11544/000095012303009001/y89010exv10w2.txt))] [added: ([10.](http://www.sec.gov/Archives/edgar/data/11544/000095012303009001/y89010exv10w2.txt)3)] | | | 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). | | |
| [removed: ([10.3](http://www.sec.gov/Archives/edgar/data/11544/000095012305005491/y08534exv10w2.htm))] [added: ([10.](http://www.sec.gov/Archives/edgar/data/11544/000095012305005491/y08534exv10w2.htm)4)] | | | 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). | | |
| [removed: ([10.4](http://www.sec.gov/Archives/edgar/data/11544/000095012310073981/y85252exv10w1.htm))] [added: ([10.](http://www.sec.gov/Archives/edgar/data/11544/000095012310073981/y85252exv10w1.htm)5)] | | | 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). | | |
| [removed: ([10.5](http://www.sec.gov/Archives/edgar/data/11544/000001154412000092/wrb9302012ex101.htm))] [added: ([10.](http://www.sec.gov/Archives/edgar/data/11544/000001154412000092/wrb9302012ex101.htm)6)] | | | 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). | | |
| [removed: ([10.6](http://www.sec.gov/Archives/edgar/data/11544/000001154414000066/wrb9302014ex101.htm))] [added: ([10.](http://www.sec.gov/Archives/edgar/data/11544/000001154414000066/wrb9302014ex101.htm)7)] | | | Form of 2014 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). | | |
| [removed: ([10.7](http://www.sec.gov/Archives/edgar/data/11544/000001154415000076/wrb9302015ex101.htm))] [added: ([10.](http://www.sec.gov/Archives/edgar/data/11544/000001154415000076/wrb9302015ex101.htm)8)] | | | Form of 2015 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 9, 2015). | | |
| [removed: ([10.8](http://www.sec.gov/Archives/edgar/data/11544/000001154417000088/wrb9302017ex101.htm))] [added: ([10.](http://www.sec.gov/Archives/edgar/data/11544/000001154417000088/wrb9302017ex101.htm)9)] | | | Form of 2017 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 8, 2017). | | |
| [removed: ([10.9](http://www.sec.gov/Archives/edgar/data/11544/000001154418000089/wrb930201810qex101.htm))] [added: ([10.](http://www.sec.gov/Archives/edgar/data/11544/000001154418000089/wrb930201810qex101.htm)10)] | | | Form of 2018 Performance-Based Restricted Stock Unit Agreement Under the W. R. Berkley Corporation 2018 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, 2018). | | |
| [removed: ([10.10](http://www.sec.gov/Archives/edgar/data/11544/000001154420000143/wrb930202010-qex101.htm))] [added: ([10.1](http://www.sec.gov/Archives/edgar/data/11544/000001154420000143/wrb930202010-qex101.htm)1)] | | | Form of 2020 Performance-Based Restricted Stock Unit Agreement Under the W. R. Berkley Corporation 2018 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 5, 2020). | | |
| [removed: ([10.11](http://www.sec.gov/Archives/edgar/data/11544/000095012307016856/y44975exv10w1.htm))] [added: ([10.1](http://www.sec.gov/Archives/edgar/data/11544/000095012307016856/y44975exv10w1.htm)2)] | | | W. R. Berkley Corporation Deferred Compensation Plan for Officers as amended and restated effective December 1, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the Commission on November 12, 2021). | | |
| [removed: [(10.12)](https://www.sec.gov/Archives/edgar/data/11544/000095012307016856/y44975exv10w2.htm)] [added: [(10.1](https://www.sec.gov/Archives/edgar/data/11544/000095012307016856/y44975exv10w2.htm)[3](https://www.sec.gov/Archives/edgar/data/11544/000095012307016856/y44975exv10w2.htm)[)](https://www.sec.gov/Archives/edgar/data/11544/000095012307016856/y44975exv10w2.htm)] | | | W. R. Berkley Corporation Deferred Compensation Plan for Directors as amended and restated effective December 1, 2021 (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 November 12, 2021). | | |
| [removed: [(10.13)](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813b.htm)] [added: [(10.1](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813b.htm)[4](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813b.htm)[)](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813b.htm)] | | | W. R. Berkley Corporation Amended and Restated Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (File No. 1-15202) filed with the Commission on February 25, 2019). | | |
| [removed: [(](https://www.sec.gov/Archives/edgar/data/11544/000119312514133484/d704105ddef14a.htm)[10.14](https://www.sec.gov/Archives/edgar/data/11544/000119312514133484/d704105ddef14a.htm)[)](https://www.sec.gov/Archives/edgar/data/11544/000119312514133484/d704105ddef14a.htm)] [added: [(10.20)](https://www.sec.gov/Archives/edgar/data/11544/000119312515138266/d910510ddef14a.htm)] | | | W. R. Berkley Corporation [removed: 2014 Long-Term Incentive] [added: 2009 Directors Stock] Plan (incorporated by reference to Annex [removed: A] [added: B] of the Company’s [removed: 2014] [added: 2021] Proxy Statement (File No. 1-15202) filed with the Commission on April [removed: 7, 2014).] [added: 27, 2021).] | | |
| [removed: [(](https://www.sec.gov/Archives/edgar/data/11544/000001154418000022/wrb331201810qex101.htm)[10.15)](https://www.sec.gov/Archives/edgar/data/11544/000001154418000022/wrb331201810qex101.htm)] [added: [(10.1](https://www.sec.gov/Archives/edgar/data/11544/000001154420000087/wrb630202010-qex101.htm)[7](https://www.sec.gov/Archives/edgar/data/11544/000001154420000087/wrb630202010-qex101.htm)[)](https://www.sec.gov/Archives/edgar/data/11544/000001154420000087/wrb630202010-qex101.htm)] | | | Form of [removed: 2018] [added: 2020] Performance Unit Award Agreement under the W. R. Berkley Corporation [removed: 2014] [added: 2019] 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 [removed: May 7, 2018).] [added: August 3, 2020).] | | |
| [removed: [(10.16)](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813c.htm)] [added: [(10.1](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813c.htm)[5](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813c.htm)[)](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813c.htm)] | | | W. R. Berkley Corporation 2019 Long-Term Incentive Plan (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 February 25, 2019). | | |
| [removed: [(10.17)](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813e.htm)] [added: [(10.1](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813e.htm)[6](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813e.htm)[)](https://www.sec.gov/Archives/edgar/data/11544/000089914019000260/b28130813e.htm)] | | | Form of 2019 Performance Unit Award Agreement under the W. R. Berkley Corporation 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the Commission on February 25, 2019). | | |
| [removed: [(10.18)](https://www.sec.gov/Archives/edgar/data/11544/000001154420000087/wrb630202010-qex101.htm)] [added: [(10.1](https://www.sec.gov/Archives/edgar/data/0000011544/000001154421000078/wrb930202110-qex101.htm)[8](https://www.sec.gov/Archives/edgar/data/0000011544/000001154421000078/wrb930202110-qex101.htm)[)](https://www.sec.gov/Archives/edgar/data/0000011544/000001154421000078/wrb930202110-qex101.htm)] | | | Form of [removed: 2020] [added: 2021] Performance Unit Award Agreement under the W. R. Berkley Corporation 2019 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 [removed: August 3, 2020).] [added: November 4, 2021).] | | |
| [removed: [(10.19)](https://www.sec.gov/Archives/edgar/data/0000011544/000001154421000078/wrb930202110-qex101.htm)] [added: (10.19)] | | | Form of [removed: 2021] [added: 2022] Performance Unit Award Agreement under the W. R. Berkley Corporation 2019 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 [removed: November 4, 2021).] [added: May 3, 2022).] | | |
| [removed: [(](https://www.sec.gov/Archives/edgar/data/11544/000001154412000021/wrb12312011ex10-14serp.htm)[10.21)](https://www.sec.gov/Archives/edgar/data/11544/000001154412000021/wrb12312011ex10-14serp.htm)] [added: [(10.21)](https://www.sec.gov/Archives/edgar/data/11544/000001154412000021/wrb12312011ex10-14serp.htm)] | | | 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). | | |
| [removed: ([21](https://www.sec.gov/Archives/edgar/data/11544/000001154422000007/wrb1231202110-kex21.htm))] [added: ([21](https://www.sec.gov/Archives/edgar/data/11544/000001154423000004/wrb1231202210-kex21.htm))] | | | List of the Company’s subsidiaries. | | |
| [removed: ([23](https://www.sec.gov/Archives/edgar/data/11544/000001154422000007/wrb1231202110-kex23.htm))] [added: ([23](https://www.sec.gov/Archives/edgar/data/11544/000001154423000004/wrb1231202210-kex23.htm))] | | | Consent of Independent Registered Public Accounting Firm. | | |
| | | | [Schedule IV — Reinsurance](#i35d9cb1974e34186ad62b3eebe1a5e07_217) | | | [129](#i35d9cb1974e34186ad62b3eebe1a5e07_217) | | |
| [(3.5)](https://www.sec.gov/Archives/edgar/data/11544/000001154422000019/exhibit316152022.htm) | | | Amendment, dated June 15, 2022, to the Company’s Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the Commission on June 16, 2022). | | |
| [(10.1)](https://www.sec.gov/Archives/edgar/data/11544/000119312522095101/d335739dex101.htm) | | | Credit Agreement, dated as of April 1, 2022, by and among W. R. Berkley Corporation, as borrower, each lender from time to time party thereto, Credit Suisse AG, New York Branch, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. as Syndication Agents, and Bank of America, N.A., as Administrative Agent, Several L/C Agent and Fronting L/C Issuer (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 1-15202) filed with the Commission on April 4, 2022). | | |
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| | | | [Schedule IV — Reinsurance](#i67b60c53c37a48a19fb3486df5ad9bb6_211) | | | [128](#i67b60c53c37a48a19fb3486df5ad9bb6_211) | | |
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| [(4.14)](https://www.sec.gov/Archives/edgar/data/11544/000119312521035890/d17400dex42.htm) | | | Fourth Supplemental Indenture, dated as of February 10, 2021, between the Company and The Bank of New York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company’s 4.125% Subordinated Debentures Notes due 2061, including 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 February 10, 2021). | | |
| [(](https://www.sec.gov/Archives/edgar/data/11544/000119312515138266/d910510ddef14a.htm)[10.20)](https://www.sec.gov/Archives/edgar/data/11544/000119312515138266/d910510ddef14a.htm) | | | W. R. Berkley Corporation 2009 Directors Stock Plan (incorporated by reference to Annex B of the Company’s 2021 Proxy Statement (File No. 1-15202) filed with the Commission on April 27, 2021). | | |
An excerpt. Shown here: 40 of 43 rewritten, all 8 added and all 4 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES in the FY2020 filing and the FY2020 filing.
Item 16. FORM 10-K Summary
95 rewritten, 32 added, 19 removed, 144 unchanged
| /s/ William R. Berkley | | | | | | Executive Chairman | | | | | | February 24, [removed: 2022] [added: 2023] | | |
| /s/ W. Robert Berkley, Jr. | | | | | | President | | | | | | February 24, [removed: 2022] [added: 2023] | | |
| /s/ Christopher L. Augostini | | | | | | Director | | | | | | February 24, [removed: 2022] [added: 2023] | | |
| /s/ Ronald E. Blaylock | | | | | | Director | | | | | | February 24, [removed: 2022] [added: 2023] | | |
| /s/ Mark [removed: E. Brockbank] [added: L. Shapiro] | | | | | | Director | | | | | | February 24, [removed: 2022] [added: 2023] | | |
| /s/ Mary C. Farrell | | | | | | Director | | | | | | February 24, [removed: 2022] [added: 2023] | | |
| /s/ María Luisa Ferré | | | | | | Director | | | | | | February 24, [removed: 2022] [added: 2023] | | |
| /s/ Jonathan Talisman | | | | | | Director | | | | | | February 24, [removed: 2022] [added: 2023] | | |
| /s/ Richard M. Baio | | | | | | Executive Vice President | | | | | | February 24, [removed: 2022] [added: 2023] | | |
| (In thousands) | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |
| Cash and cash equivalents [removed: |] [added: at beginning of year] | | [removed: $] | 684,037 | | | | | [removed: $] | 296,960 | | [added: | | | | 389,801 | | |]
| Fixed maturity securities available for sale at fair value (cost [removed: $805,211] [added: $285,900] and [removed: $792,752] [added: $805,211] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively) | | | [removed: 806,074] [added: 275,511] | | | | | | [removed: 800,263] [added: 806,074] | | |
| Loans receivable (net of allowance for expected credit losses of [removed: $647] [added: $559] and [removed: $28] [added: $647] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively) | | | [removed: 93,397] [added: 109,793] | | | | | | [removed: 75,789] [added: 93,397] | | |
| Equity securities, at fair value (cost $3,430 in [removed: 2021] [added: both 2022] and [removed: 2020 respectively)] [added: 2021)] | | | 3,430 | | | | | | 3,430 | | |
| Investment in subsidiaries | | | [removed: 8,516,916] [added: 8,888,455] | | | | | | [removed: 7,957,501] [added: 8,516,916] | | |
| Current federal income taxes | | | [removed: 23,424] [added: 34,452] | | | | | | [removed: —] [added: 23,424] | | |
| Deferred federal income taxes | | | [removed: 11,796] [added: 304,191] | | | | | | [removed: —] [added: 11,796] | | |
| Property, furniture and equipment at cost, less accumulated depreciation | | | [removed: 11,916] [added: 11,356] | | | | | | [removed: 11,412] [added: 11,916] | | |
| Other assets | | | [removed: 43,793] [added: 39,741] | | | | | | [removed: 11,231] [added: 43,793] | | |
| Total assets | | | $ | [removed: 10,194,783] [added: 9,770,451] | | | | | $ | [removed: 9,156,586] [added: 10,194,783] | |
| Due to subsidiaries | | | $ | [removed: 138,376] [added: 53,029] | | | | | $ | [removed: 77,860] [added: 138,376] | |
| Other liabilities | | | [removed: 146,892] [added: 139,150] | | | | | | [removed: 106,064] [added: 146,892] | | |
| Subordinated debentures | | | [removed: 1,007,652] [added: 1,008,371] | | | | | | [removed: 1,102,309] [added: 1,007,652] | | |
| Senior notes | | | [removed: 2,248,852] [added: 1,821,569] | | | | | | [removed: 1,512,038] [added: 2,248,852] | | |
| Total liabilities | | | [removed: 3,541,772] [added: 3,022,119] | | | | | | [removed: 2,845,784] [added: 3,541,772] | | |
| Common stock | | | [removed: 70,535] [added: 105,803] | | | | | | [removed: 70,535] [added: 105,803] | | |
| Retained earnings (including accumulated undistributed net income of subsidiaries of [removed: $6,463,882] [added: $7,975,360] and [removed: $5,700,515] [added: $6,463,882] at December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively) | | | [removed: 9,015,135] [added: 10,161,005] | | | | | | [removed: 8,348,381] [added: 9,015,135] | | |
| Accumulated other comprehensive loss | | | [removed: (281,955)] [added: (1,264,581)] | | | | | | [removed: (62,172)] [added: (281,955)] | | |
| Treasury stock, at cost | | | [removed: (3,167,076)] [added: (3,251,429)] | | | | | | [removed: (3,058,425)] [added: (3,167,076)] | | |
| Total stockholders’ equity | | | [removed: 6,653,011] [added: 6,748,332] | | | | | | [removed: 6,310,802] [added: 6,653,011] | | |
| Total liabilities and stockholders’ equity | | | $ | [removed: 10,194,783] [added: 9,770,451] | | | | | $ | [removed: 9,156,586] [added: 10,194,783] | |
| (In thousands) | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |
| Management fees and investment income including dividends from subsidiaries of [added: $22,807,] $520,251, [removed: $617,424,] and [removed: $416,027] [added: $617,424] for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively | | | $ | [removed: 548,512] [added: 32,585] | | | | | $ | [removed: 654,485] [added: 548,512] | | | | | $ | [removed: 470,773] [added: 654,485] | |
| Net investment gains | | | [removed: 1,474] [added: 1,007] | | | | | | [removed: 3,580] [added: 1,474] | | | | | | [removed: 850] [added: 3,580] | | |
| Other income | | | [removed: 1,138] [added: 1,916] | | | | | | [removed: 568] [added: 1,138] | | | | | | [removed: 117] [added: 568] | | |
| Total revenues | | | [removed: 551,124] [added: 35,508] | | | | | | [removed: 658,633] [added: 551,124] | | | | | | [removed: 471,740] [added: 658,633] | | |
| Operating costs and expense | | | [removed: 214,995] [added: 192,175] | | | | | | [removed: 166,892] [added: 214,995] | | | | | | [removed: 204,812] [added: 166,892] | | |
| Interest expense | | | [removed: 144,837] [added: 129,633] | | | | | | [removed: 145,417] [added: 144,837] | | | | | | [removed: 148,282] [added: 145,417] | | |
| [removed: Income] [added: (Loss) income] before federal income taxes | | | [removed: 191,292] [added: (286,300)] | | | | | | [removed: 346,324] [added: 191,292] | | | | | | [removed: 118,646] [added: 346,324] | | |
| Federal income taxes provided by subsidiaries on a separate return basis | | | [removed: 294,731] [added: 414,660] | | | | | | [removed: 188,490] [added: 294,731] | | | | | | [removed: 207,647] [added: 188,490] | | |
February 24, 2023
| | | | | | | Director | | | | | | | | |
| /s/ Daniel L. Mosley | | | | | | Director | | | | | | February 24, 2023 | | |
| Daniel L. Mosley | | | | | | | | | | | | | | |
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| (In thousands) | | | 2022 | | | | | | 2021 | | |
| Cash and cash equivalents | | | $ | 103,522 | | | | | $ | 684,037 | |
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| Additional paid-in capital | | | 997,534 | | | | | | 981,104 | | |
| Net income | | | $ | 1,381,062 | | | | | $ | 1,022,490 | | | | | $ | 530,670 | |
December 31, 2022
| December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Insurance | | | $ | 651,257 | | | | | $ | 13,786,112 | | | | | $ | 4,779,214 | | | | | $ | 8,369,062 | | | | | $ | 550,084 | | | | | $ | 5,130,909 | | | | | $ | 935,469 | | | | | $ | 1,430,456 | | | | | $ | 8,784,146 | |
| Reinsurance & Monoline Excess | | | 112,229 | | | | | | 3,225,111 | | | | | | 518,440 | | | | | | 1,192,367 | | | | | | 194,272 | | | | | | 730,841 | | | | | | 103,434 | | | | | | 235,836 | | | | | | 1,219,924 | | |
| Total | | | $ | 763,486 | | | | | $ | 17,011,223 | | | | | $ | 5,297,654 | | | | | $ | 9,561,429 | | | | | $ | 779,185 | | | | | $ | 5,861,750 | | | | | $ | 1,038,903 | | | | | $ | 1,922,602 | | | | | $ | 10,004,070 | |
| Insurance | | | $ | 10,363,730 | | | | | $ | 1,799,639 | | | | | $ | 220,055 | | | | | $ | 8,784,146 | | | | | 2.5 | | % |
| Reinsurance & Monoline Excess | | | 331,408 | | | | | | 105,343 | | | | | | 993,859 | | | | | | 1,219,924 | | | | | | 81.5 | | % |
| Total | | | $ | 10,695,138 | | | | | $ | 1,904,982 | | | | | $ | 1,213,914 | | | | | $ | 10,004,070 | | | | | 12.1 | | % |
| Year ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Premiums, fees and other receivables | | | $ | 30,860 | | | | | $ | — | | | | | $ | 13,734 | | | | | $ | (7,663) | | | | | $ | 36,931 | |
| Due from reinsurers | | | 7,713 | | | | | | — | | | | | | 352 | | | | | | (1) | | | | | | 8,064 | | |
| Fixed maturity securities | | | 22,625 | | | | | | — | | | | | | 15,152 | | | | | | (311) | | | | | | 37,466 | | |
| Loan loss reserves | | | 1,718 | | | | | | — | | | | | | 73 | | | | | | — | | | | | | 1,791 | | |
| Total | | | $ | 138,146 | | | | | $ | — | | | | | $ | 30,357 | | | | | $ | (37,085) | | | | | $ | 131,418 | |
Years Ended December 31, 2022, 2021 and 2020
| (In thousands) | | | 2022 | | | | | | 2021 | | | | | | 2020 | | |
February 24, 2022
| /s/ Leigh Ann Pusey | | | | | | Director | | | | | | February 24, 2022 | | |
| Leigh Ann Pusey | | | | | | | | | | | | | | |
| /s/ Mark L. Shapiro | | | | | | Director | | | | | | February 24, 2022 | | |
| Current federal income taxes | | | — | | | | | | 15,662 | | |
| Deferred federal income taxes | | | — | | | | | | 31,851 | | |
| Additional paid-in capital | | | 1,016,372 | | | | | | 1,012,483 | | |
| Cash and cash equivalents at end of year | | | $ | 684,037 | | | | | $ | 296,960 | | | | | $ | 389,801 | |
| December 31, 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Insurance | | | $ | 438,082 | | | | | $ | 9,836,950 | | | | | $ | 3,304,152 | | | | | $ | 5,919,819 | | | | | $ | 429,405 | | | | | $ | 3,692,551 | | | | | $ | 840,333 | | | | | $ | 1,049,328 | | | | | $ | 6,086,009 | |
| Reinsurance & Monoline Excess | | | 79,282 | | | | | | 2,746,299 | | | | | | 352,355 | | | | | | 713,469 | | | | | | 164,082 | | | | | | 438,565 | | | | | | 161,278 | | | | | | 88,520 | | | | | | 777,490 | | |
| Total | | | $ | 517,364 | | | | | $ | 12,583,249 | | | | | $ | 3,656,507 | | | | | $ | 6,633,288 | | | | | $ | 645,614 | | | | | $ | 4,131,116 | | | | | $ | 1,001,611 | | | | | $ | 1,360,471 | | | | | $ | 6,863,499 | |
| Insurance | | | $ | 7,180,759 | | | | | $ | 1,312,564 | | | | | $ | 217,814 | | | | | $ | 6,086,009 | | | | | 3.6 | | % |
| Reinsurance & Monoline Excess | | | 206,000 | | | | | | 86,155 | | | | | | 657,645 | | | | | | 777,490 | | | | | | 84.6 | | % |
| Total | | | $ | 7,386,759 | | | | | $ | 1,398,719 | | | | | $ | 875,459 | | | | | $ | 6,863,499 | | | | | 12.8 | | % |
| Premiums, fees and other receivables | | | $ | 39,093 | | | | | $ | — | | | | | $ | (5,549) | | | | | $ | (6,998) | | | | | $ | 26,546 | |
| Due from reinsurers | | | 947 | | | | | | — | | | | | | — | | | | | | (257) | | | | | | 690 | | |
| Loan loss reserves | | | 3,383 | | | | | | — | | | | | | — | | | | | | (1,237) | | | | | | 2,146 | | |
| Total | | | $ | 78,618 | | | | | $ | — | | | | | $ | (4,251) | | | | | $ | (11,735) | | | | | $ | 62,632 | |
An excerpt. Shown here: 40 of 95 rewritten, all 32 added and all 19 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K Summary in the FY2020 filing and the FY2020 filing.