0000011544-15-000058.txt : 20150625 0000011544-15-000058.hdr.sgml : 20150625 20150625114353 ACCESSION NUMBER: 0000011544-15-000058 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141231 FILED AS OF DATE: 20150625 DATE AS OF CHANGE: 20150625 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BERKLEY W R CORP CENTRAL INDEX KEY: 0000011544 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 221867895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15202 FILM NUMBER: 15951049 BUSINESS ADDRESS: STREET 1: 475 STEAMBOAT ROAD STREET 2: . CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293000 MAIL ADDRESS: STREET 1: 475 STEAMBOAT ROAD STREET 2: . CITY: GREENWICH STATE: CT ZIP: 06830 11-K 1 wrb11-k2014.htm 11-K 2014 WRB 11-K 2014
 

 
 

United States Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
Annual Report
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
(Mark One)
þ
 
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2014
o
 
Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from                      to                     
Commission file number 001-15202

A.
Full title of the plan and the address of the plan, if different from that of the issuer named below:
W. R. Berkley Corporation Profit Sharing Plan

B.
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
W. R. Berkley Corporation
475 Steamboat Road
Greenwich, CT 06830
 
 

 





 

W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
December 31, 2014 and 2013
Index to Financial Statements and Supplemental Schedules
 
 
 
 
 
Page(s)
Report of Independent Registered Public Accounting Firm
 
1
 
 
 
Financial Statements:
 
 
 
 
 
Statements of Net Assets Available for Plan Benefits as of December 31, 2014 and 2013
 
2
 
 
 
Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2014
 
3
 
 
 
Notes to Financial Statements
 
4-11
 
 
 
Supplemental Schedules*:
 
 
 
 
 
Supplemental Schedule H, Line 4i — Schedule of Assets (Held at End of Year) — December 31, 2014
 
12-13
 
 
 
Supplemental Schedule H, Line 4a — Schedule of Nonexempt Transactions for Delinquent Participant Contributions — Year ended December 31, 2014
 
14
 
 
 
Exhibit 23 - Consent of Independent Registered Public Accounting Firm
 
EX-23
 

 
*
 
Schedules required by Form 5500 which are not applicable have not been included herein.






 


 
Report of Independent Registered Public Accounting Firm
The Plan Administrator
W. R. Berkley Corporation Profit Sharing Plan:
We have audited the accompanying statements of net assets available for plan benefits of the W. R. Berkley Corporation Profit Sharing Plan (the “Plan”) as of December 31, 2014 and 2013, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2014. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the W. R. Berkley Corporation Profit Sharing Plan as of December 31, 2014 and 2013, and the changes in net assets available for plan benefits for the year ended December 31, 2014 in conformity with U.S. generally accepted accounting principles.

The supplemental information in the accompanying schedules of Schedule H, line 4i - Schedule of Assets (Held at End of Year) - December 31, 2014 and Schedule H, line 4a - Schedule of Nonexempt Transactions for Delinquent Participant Contributions - year ended December 31, 2014, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s 2014 financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedules of Schedule H, line 4i - Schedule of Assets (Held at End of Year) - December 31, 2014 and Schedule H, line 4a - Schedule of Nonexempt Transactions for Delinquent Participant Contributions - year ended December 31, 2014 are fairly stated in all material respects in relation to the 2014 financial statements as a whole.

/s/ KPMG LLP
New York, New York
June 24, 2015


1



W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2014 and 2013
 
 
 
 
 
2014
 
2013
Assets:
 
 
 
Investments, at fair value (note 6):
 
 
 
W. R. Berkley Corporation Common Stock Fund
$
103,465,616

 
$
90,622,898

Mutual Funds
708,345,751

 
650,905,977

 
 
 
 
 
 
 
 
Total investments
811,811,367

 
741,528,875

 
 
 
 
 
 
 
 
Participant loans receivable
18,011,306

 
17,792,109

 
 
 
 
Contributions receivable:
 
 
 
Employer
36,886,616

 
32,080,721

Participants
810,843

 
505,168

 
 
 
 
 
 
 
 
Total contributions receivable
37,697,459

 
32,585,889

 
 
 
 
 
 
 
 
Net assets available for plan benefits
$
867,520,132

 
$
791,906,873

See accompanying notes to financial statements.







2



W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 2014
 
 
 
 
Additions to net assets attributed to:
 
Investment income:
 
Net appreciation in fair value of investments (note 6)
$
20,373,607

Interest and dividends
43,671,403

 
 
Net investment income
64,045,010

 
 
 
 
Interest on participant loans
580,774

 
 
Contributions:
 
Employer
36,886,616

Participants
31,171,674

Rollovers
8,658,169

 
 
 
 
Total contributions
76,716,459

 
 
 
 
Total additions
141,342,243

 
 
 
 
Deductions from net assets attributed to:
 
Benefits paid to participants
65,682,764

Administrative expenses
46,220

 
 
 
 
Total deductions
65,728,984

 
 
 
 
Net increase in net assets available for plan benefits
75,613,259

 
 
Net assets available for plan benefits at:
 
Beginning of year
791,906,873

 
 
End of year
$
867,520,132

See accompanying notes to financial statements.

3



W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2014 and 2013

(1)    Plan Description

The following brief description of the W. R. Berkley Corporation (the “Company”) Profit Sharing Plan (the “Plan”) is provided for
general information purposes only. This brief description is qualified in its entirety by the text of the Plan, and Participants should
refer to the Plan document for a more complete description of the Plan. Capitalized terms used herein shall have the respective
meanings as set forth in the Plan.

(a)    General

The Plan is a defined contribution plan and was established for the benefit of eligible Employees of the Company and its
participating subsidiaries. Effective July 1, 2011, Employees of the Company and its participating subsidiaries became eligible
to participate in the Plan for purposes of making Tax-Deferred Contributions, Catch-Up Contributions and Rollover
Contribution/Transfer Amounts on the date they were first credited with an Hour-of-Service. Prior to July 1, 2011, an Employee
became eligible to participate in the Plan on the first day of the Calendar Quarter following the first full Calendar Quarter after
completing 250 Hours-of-Service, or on the first day of the Calendar Quarter following the first employment year (the 12 consecutive month period measured from the date of the first Hour-of-Service) in which the Participant completes at least 1,000 Hours-of-Service provided they are an employee on the first day of such Calendar Quarter. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan allows for mandatory distributions to terminated Participants whose vested Account balance is less than $1,000.

Fidelity Management Trust Company (“Fidelity”) is the Trustee, custodian and record keeper for the Plan. The Company has a
Profit Sharing Plan Finance Committee ("Finance Committee") to select the investment alternatives provided by the Plan. The
Company has a Profit Sharing Plan Administrative Committee ("Administrative Committee") to assist in the administration of
the Plan.

(b)    Contributions

Employer Contributions
        
Each Plan Year, the Company makes an Employer Profit Sharing Contribution to the Plan. The Company’s current minimum
Employer Profit Sharing Contribution for each Plan Year is 5% of a Participant’s Eligible Earnings, as defined in the Plan for the
period of the calendar year that the Employee was a Participant, up to the maximum amount permitted for one year by the Internal Revenue Code of 1986, as amended ("IRC"). The Company’s contribution is allocated as follows: 60% to the Participant’s Company Profit Sharing Account, subject to the Plan’s Vesting Schedule; and 40% to the Participant’s Company 401(k) Account,     which is 100% vested.

Employer Profit Sharing Contributions are determined separately for each Participating Employer prior to the end of each
calendar year and are allocated as of the last day of the calendar year based on the Participant’s Earnings. Eligible Earnings
accrue on the first day of the Calendar Quarter following the first full Calendar Quarter in which the Participant completes 250
Hours-of-Service, or on the first day of the Calendar Quarter following the first employment year (the 12 consecutive month
period measured from the date of the first Hour-of-Service) in which the Participant completes at least 1,000 Hours-of-Service
provided they are an employee on the first day of such Calendar Quarter. If the Participant’s employment during a single Plan
Year was divided between two or more Participating Employers, and the Participant is eligible for an Employer Profit Sharing
Contribution for the Plan Year, each Participating Employer for which the Participant worked will make the appropriate
contribution to the Participant’s Account based on their period of service with, and Earnings from, the Participating Employer.

Nonexempt Transaction

There were unintentional delays in the submission of employee contributions of $28,031 and $4,619 to the Plan during 2014 and
2013, respectively. The Company reimbursed lost interest of $97 and $148 related to the delayed contributions to the Plan from
August through December 2014 and from February through May 2014, respectively.
    
        

4



W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2014 and 2013

Participant Contributions

Tax-Deferred Contributions
    
A Participant in the Plan may elect to have voluntary Tax-Deferred Contributions deducted from their pay, for each pay period, in
any amount from 1% to 50% of their Eligible Earnings. A Participant may also elect to have an amount in excess of 50% of their
Eligible Earnings for a pay period deducted provided that their aggregate Tax-Deferred Contributions for the calendar year do not
exceed 50% of the Participant’s Eligible Earnings to date up to a statutory limit ($17,500 for 2014). A Participant may change or
suspend their Tax-Deferred Contributions election.
    
Roth Contributions

A Participant may designate part or all of their Plan contributions as either Tax-Deferred Contributions or as After-Tax Roth
Contributions combined not to exceed 50% of the Participant’s Eligible Earnings for the Plan year up to a statutory limit ($5,500
for 2014). An in-Plan Roth conversion feature is available subject to terms and conditions established by the Plan's Administrative
Committee. Participants may be eligible to convert certain pre-tax contributions and earnings in Plan accounts that are eligible for
in-service withdrawal (other than hardship withdrawal) to a designated Roth account within the Plan.

Rollover Contributions/Transfer Amounts

A Participant who receives a qualifying rollover distribution from an eligible retirement plan may make a Rollover Contribution
even though the Participant has not otherwise become eligible to participate in the Plan. Amounts that are attributable to Roth
Contributions may be rolled into the Plan only from another employer’s eligible retirement plan; they may not be rolled into the
Plan from a Roth IRA, even if the only monies held in the Roth IRA were previously distributed from an eligible retirement plan.
In addition, amounts attributable to Roth Contributions must be rolled over to the Plan by means of a Direct Rollover.

Catch-Up Contributions

In addition to the regular Tax-Deferred Contributions and/or Roth Contributions described above, Plan Participants who will be at
least 50 years old by the end of the calendar year and who have contributed the maximum amount of regular Tax-Deferred
Contributions and/or Roth Contributions for the year may make additional “Catch-up Contributions” to the Plan. For 2014, Tax-
Deferred and Roth Catch-up Contributions have a combined limit of $5,500.

(c)    Participants’ Accounts

Each Participant’s Account is credited with the Participant’s contributions, the appropriate amount of the Company’s contributions
and an allocation of investment fund earnings or losses in which the Participant has directed his or her contribution. The benefit to
which a Participant is entitled is the benefit that can be provided from the Participant’s vested Account. The Account of each
Participant is valued on a daily basis.

(d)    Vesting

Participants are fully vested in their Tax-Deferred and After-Tax Roth Contributions, Roll-Over Contributions, Catch-up Contributions, the Employer Profit Sharing Contribution to their 401(k) Account, and earnings thereon. Effective January 1, 2007, the vesting percent in the portion of the Employer Profit Sharing Contribution allocated to the Participant's Company Profit Sharing Account occurs at the rate of 20% per year beginning after two years of continuous employment.

(e)    Payments of Benefits

On termination of employment, retirement or death, a Participant or Participant’s beneficiary may elect to receive the payment
benefits in a lump sum or in annual installments not to exceed 15 years. Distributions to terminated Participants are based upon
the closing price of the funds on the date the Participant requests the distribution from Fidelity. Withdrawals to active Participants
are based on the date the withdrawals have been approved by the Plan Administrator and are processed by Fidelity.

Hardship withdrawals are allowed under certain circumstances as defined in the Plan Document. Participants are suspended from
making contributions for six months after taking a hardship withdrawal from the Plan.




5


 
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2014 and 2013

(f)    Forfeitures

Amounts forfeited by nonvested participants who terminated employment during the year were $861,607 and $573,192 for the
years ended December 31, 2014 and 2013, respectively. The Company allocates these Forfeitures in the subsequent year to the
Accounts of the remaining active Participants as of the last day of the Plan year. The Forfeiture balance totaled $1,008,414 and
$971,046 as of December 31, 2014 and 2013, respectively.

(g)    Participant Loans

The Plan allows Participants to borrow from their Account. Participants may borrow up to 50% of their vested Account balance;
the minimum amount of any loan from the Plan is $1,000, and the maximum amount is the lesser of $50,000 or 50% of the value
of the Participant’s vested Account. A Participant may request a loan for any reason and the loan may be repaid over 60 months.
For the purchase of a primary residence, however, the loan may be repaid over 25 years. At December 31, 2014 and 2013, there
were 2,114 and 2,067 individual loans outstanding, respectively, bearing an interest rate ranging from 3.25% to 9.50% per annum with maturities ranging from 1 to 25 years for both years.

The interest rate charged on the loan and repaid to the Participant’s Account is set to the prime rate as of the first day of the
quarter in which the loan originated and fixed for the duration of the loan. A Participant may have up to two loans outstanding at a
time. Payment is made through payroll deductions or the loan may be paid in full by a lump-sum payment. A partial repayment is
not permitted other than pursuant to the aforementioned payroll deductions or as set forth in the following sentence. A Participant with an outstanding loan balance who separates from service with the Company has the option of repaying the loan in a lump sum or continuing to pay the monthly loan payment amount directly to Fidelity.

(h)
Investments

Participants are responsible for directing the investment of their respective Accounts. Starting in 2011 any contributions for which
the Participant does not provide investment direction will be invested in the Plan’s designated default option (the “Plan
Designated Fund”). Effective August 15, 2011, the Fidelity Freedom K Fund became the Plan Designated Fund. Investment changes requested by Participants are implemented as soon as administratively practical in accordance with the Plan     document.


 


6


 
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2014 and 2013


(2) Summary of Significant Accounting Policies    

The following are the more significant accounting policies followed by the Plan:
    
(a)    Basis of Accounting and Use of Estimates

The financial statements of the Plan are prepared under the accrual method of accounting. The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America (GAAP) requires the Plan to make
estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, as well as disclosure of
contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates and
assumptions.    

(b)    Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Shares of registered investment companies (mutual funds) are valued at quoted
market prices, which represent the net asset value of shares held by the Plan at year-end. The W. R. Berkley Company Common
Stock Fund (the "Company Common Stock Fund") is valued at its year-end unit closing price. A net asset value (“NAV”) per unit
is determined on a daily basis. In determining the NAV, the value of the Company Common Stock Fund is based on the closing
price of the Company’s Shares on the New York Stock Exchange (“NYSE”). The NAV will be adjusted by dividends paid on
common stock, interest on short-term investments held in the fund and expenses of the fund. Purchases and sales of investments
are recorded on a trade date basis. Realized gains and losses are based on specific identification method and are included in net
appreciation (depreciation) in fair value of investments. Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.    

Investment management fees, including brokerage fees and commissions on the purchase and sale of securities and other related
portfolio management expenses, are paid from assets of, and applied against the investment performance of, the respective
investment funds.                

(c)    Plan Expenses

Certain general expenses of operating and administering the Plan are paid by the Company but may be charged against investment
fund assets in the future, as determined by the Company.

        
(d)    Payment of Benefits

Benefit payments are recorded when paid.    


(e)    Recently Issued Accounting Pronouncement

On May 1, 2015, the Financial Accounting Standards Board issued Accounting Standards Update (ASU) No. 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), which removes the requirement to categorize within the fair value hierarchy all investments for which the fair value is measured using the net asset value per share practical expedient. The ASU also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. The ASU is effective for public business entities for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The effective date for all other entities is fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for all entities. Management is currently evaluating the impact of adopting this new accounting standard update on the Plan’s financial statements.



7



W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2014 and 2013




(3) Risks and Uncertainties
    
The Plan offers a number of investment options including the Company Common Stock Fund and a variety of pooled investment
funds, which consist of registered investment companies. The investment funds are comprised of U.S. equities, international
equities, and fixed income securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and
overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonable to expect that
changes in the values of investment securities will occur in the near term and that such changes could materially affect Participant
Account balances and the Statement of Changes in Net Assets Available for Plan Benefits.
           
The Plan’s exposure to a concentration of credit risk is limited by the diversification of investments across all Participant-directed
fund elections. Additionally, the investments within each Participant-directed fund election are further diversified into varied
financial instruments, with the exception of the Company Common Stock Fund, which principally invests in a security of a single
issuer. More than 10% of the Plan’s net assets were invested in the Company Common Stock Fund as of December 31, 2014 and
2013.

The Plan investments include mutual funds that may directly or indirectly invest in securities with contractual cash flows, such as
asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed
by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic
conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market’s
perception of the issuers and changes in interest rates.

(4)    Plan Termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.

In the event of termination of the Plan, all amounts credited to the Participants will become fully vested, and all assets remaining
after payments of any expenses properly chargeable against the Plan will be distributed to the Participants pro rata in accordance with the value of each Participant’s Account on the date of such termination.

(5)    Tax Status

The Internal Revenue Service has determined and informed the Company by a letter dated February 7, 2012 that the Plan and
related trust are designed in accordance with applicable sections of the IRC.

GAAP requires the Plan's management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan
has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service.
The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2014, there are
no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the
financial statements.

The Plan is subject to routine audits by various taxing jurisdictions. There are currently no audits for any periods in progress.

 

8



W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2014 and 2013

(6)
 
Investments
 
 
 
 
The following investments represent 5% or more of the Plan’s net assets as of December 31, 2014 and 2013:
 
 
 
 
 
2014
 
2013
 
 
W. R. Berkley Corporation Common Stock Fund
$
103,465,616

 
$
90,622,898

 
 
 
 
         Mutual Funds:
 
 
 
         Fidelity Contrafund® — Class K
125,623,974

 
118,672,081

         Vanguard Prime Money Market Fund — Institutional Shares
57,878,347

 
56,116,326

         Fidelity Growth Company Fund — Class K
52,073,384

 
44,180,867

         Vanguard Institutional Index Fund Institutional Shares
48,223,860

 
44,326,921

         Fidelity Freedom K 2030 Fund
47,289,059

 
38,089,608

     
The net appreciation on investments (including gains and losses on investments bought and sold, as well as held) for the year ended December 31, 2014 are as follows:
W. R. Berkley Corporation Common Stock Fund
$
18,435,245

Mutual Funds
1,938,362

 
 
Net appreciation in fair value of investments
$
20,373,607




(7)    Fair Value Measurement of Investments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. The Plan uses ASC 820 fair value hierarchy, which requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value as follows:

    
Level 1 — Quoted prices in active markets for identical assets or liabilities.


Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or inputs that are observable or corroborated by observable market date for substantially the full term of
the assets or liabilities.

    
Level 3 — Unobservable inputs supported by little or no market activity and that reflect the reporting entity’s own assumptions
about the exit price, including assumptions that market participants would use in pricing the asset or liability.




9


W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2014 and 2013

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Fair value estimates are made at a specific point in time, based on available market information and other observable inputs. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. In addition, the disclosed fair value may not be realized in the ultimate settlement of the financial asset as these values do not represent any premium or discount that could result from selling an entire holding of a particular financial asset at one time. Other expenses that would be incurred in an actual sale or settlement are not included in the amounts disclosed.
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2014 and 2013.
Money Market Funds and Equity Securities — Valued at the closing price reported on the active market on which the individual securities are traded.
Mutual Funds — Valued at the NAV of shares held by the Plan at year end.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2014 and 2013:
 
 
 
 
 
 
 
 
 
Fair Value Measurements at December 31, 2014
 
 
 
Quoted
 
Significant
 
 
 
 
 
prices in
 
other
 
Significant
 
Total assets
 
active
 
observable
 
unobservable
 
measured at
 
markets
 
market data
 
market data
 
fair value
 
(Level 1)
 
(Level 2)
 
(Level 3)
W. R. Berkley Corporation Common Stock Fund
$
103,465,616

 
$
103,465,616

 

 

Mutual Funds:
 
 
 
 
 
 
 
     Large Cap equity funds
283,688,615

 
283,688,615

 

 

     Target Date blended funds
138,949,128

 
138,949,128

 

 

     Fixed Income funds
69,757,905

 
69,757,905

 

 

     Money Market funds
57,878,347

 
57,878,347

 

 

     Small Cap equity funds
48,846,913

 
48,846,913

 

 

     International equity funds
41,847,449

 
41,847,449

 

 

     Other blended funds
40,381,612

 
40,381,612

 

 

     Mid Cap equity funds
18,602,028

 
18,602,028

 

 

     Other funds
6,335,709

 
6,335,709

 

 

     Specialty funds
2,058,045

 
2,058,045

 

 

 
 
 
 
 
 
 
 
Total investments
$
811,811,367

 
$
811,811,367

 

 


10



W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2014 and 2013


 
Fair Value Measurements at December 31, 2013
 
 
 
Quoted
 
Significant
 
 
 
 
 
prices in
 
other
 
Significant
 
Total assets
 
active
 
observable
 
unobservable
 
measured at
 
markets
 
market data
 
market data
 
fair value
 
(Level 1)
 
(Level 2)
 
(Level 3)
W. R. Berkley Corporation Common Stock Fund
$
90,622,898

 
$
90,622,898

 

 

Mutual Funds:
 
 
 
 
 
 
 
     Large Cap equity funds
257,322,469

 
257,322,469

 

 

     Target Date blended funds
118,321,410

 
118,321,410

 

 

     Fixed Income funds
66,916,758

 
66,916,758

 

 

     Money Market funds
56,116,326

 
56,116,326

 

 

     Small Cap equity funds
49,183,354

 
49,183,354

 

 

     International equity funds
43,976,041

 
43,976,041

 

 

     Other blended funds
36,936,471

 
36,936,471

 

 

     Mid Cap equity funds
14,763,748

 
14,763,748

 
 
 
 
     Other funds
5,290,947

 
5,290,947

 

 

     Specialty funds
2,078,453

 
2,078,453

 

 

 
 
 
 
 
 
 
 
Total investments
$
741,528,875

 
$
741,528,875

 

 

 
 
 
 
 
 
 
 


(8) Related Party Transactions
Certain Plan investments are managed or sponsored by Fidelity Investments, an affiliate of Fidelity who is the Trustee as defined by
the Plan and accordingly, these transactions with Fidelity Investments qualify as party-in-interest transactions. Investments in the
Company Common Stock Fund also qualify as party-in-interest transactions.

(9) Subsequent Events
The Company noted no additional subsequent events which would require recognition or disclosure in its evaluation through
June 24, 2015, the date on which these financial statements were issued.






11



W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2014


 
 
 
 
Fair value at
 
 
 
 
December 31,
Identity of issuer
 
Description and number of shares
 
2014
* W. R. Berkley Corporation Common Stock Fund
 
Common Stock Fund: 1,991,780 shares
 
$
103,465,616

 
 
 
 
 
* Fidelity Capital Appreciation Fund — Class K
 
Mutual Funds: 492,098 shares
 
17,754,892

* Fidelity Contrafund® — Class K
 
Mutual Funds:1,283,187 shares
 
125,623,974

* Fidelity Freedom K 2010 Fund
 
Mutual Funds: 755,510 shares
 
9,972,734

* Fidelity Freedom K 2020 Fund
 
Mutual Funds: 2,850,430 shares
 
40,590,117

* Fidelity Freedom K 2030 Fund
 
Mutual Funds: 3,117,275 shares
 
47,289,059

* Fidelity Freedom K 2040 Fund
 
Mutual Funds: 1,683,937 shares
 
26,353,621

* Fidelity Freedom K 2050 Fund
 
Mutual Funds: 581,206 shares
 
9,398,100

* Fidelity Freedom K Income Fund
 
Mutual Funds: 451,478 shares
 
5,345,497

* Fidelity Government Income Fund
 
Mutual Funds: 1,601,241 shares
 
16,829,039

* Fidelity Small Cap Discovery Fund
 
Mutual Funds: 1,118,450 shares
 
33,654,160

* Fidelity Growth Company Fund — Class K
 
Mutual Funds: 395,334 shares
 
52,073,384

* Fidelity Intermediate Bond Fund
 
Mutual Funds: 1,488,811 shares
 
16,272,707

* Fidelity Puritan® Fund — Class K
 
Mutual Funds: 1,879,963 shares
 
40,381,612

* Fidelity Select Gold Portfolio
 
Mutual Funds: 125,185 shares
 
2,058,045

AIM Small Cap Growth Fund — Class I
 
Mutual Funds: 388,561 shares
 
15,192,753

Harbor International Fund — Institutional Class
 
Mutual Funds: 313,812 shares
 
20,328,743

JPMorgan Mid Cap Value Fund — Institutional Class
 
Mutual Funds: 180,410 shares
 
6,702,216

Neuberger Berman Mid Cap Growth — Institutional Class
 
Mutual Funds: 79,408 shares
 
1,087,091

PIMCO Low Duration Fund — Institutional Class
 
Mutual Funds: 815,210 shares
 
8,184,711

PIMCO Total Return Fund — Institutional Class
 
Mutual Funds: 2,399,622 shares
 
25,579,973









12



W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2014

 
 
 
 
Fair value at
 
 
 
 
December 31,
Identity of issuer
 
Description and number of shares
 
2014
RS Emerging Markets CL Y
 
Mutual Funds: 196,407 shares
 
3,382,132

Spartan Extended Money Market Index Fund – Fidelity Advantage Class
 
Mutual Funds: 195,954 shares
 
10,812,721

Thornburg International Value Fund Class R5
 
Mutual Funds: 454,896 shares
 
12,459,604

Vanguard Inflation-Protected Securities Fund Admiral Shares
 
Mutual Funds: 244,906 shares
 
6,335,709

Vanguard Institutional Index Fund Institutional Shares
 
Mutual Funds: 255,599 shares
 
48,223,860

Vanguard Prime Money Market Fund Institutional
 
Mutual Funds: 57,878,347 shares
 
57,878,347

Vanguard Total International Stock AD
 
Mutual Funds: 218,345 shares
 
5,676,970

Vanguard Total Bond Market ADM
 
Mutual Funds: 266,005 shares
 
2,891,475

Vanguard Equity-Income Fund Admiral Shares
 
Mutual Funds: 611,718 shares
 
40,012,505

 
 
 
 
 
     Total Mutual Funds
 
 
 
708,345,751

 
 
 
 
 
* Participant loans
 
2,114 Participant loans (interest rates range from 3.25% to 9.50% per annum with maturities ranging from 1 to 25 years)
 
18,011,306

 
 
 
 
 
Total investments and participant loans
 
 
 
$
829,822,673

* Party-in-interest as defined by ERISA
See accompanying report of independent registered public accounting firm.



13



W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Schedule H, Line 4a — Schedule of Nonexempt Transactions
for Delinquent Participant Contributions

Year ended December 31, 2014


 
Total that constitute nonexempt prohibited Transactions
 
Participant contributions transferred late to plan
Contributions not corrected
Contributions corrected outside VFCP
Contributions pending correction in VFCP
Total fully corrected under VFCP and PTE 2002-51
$28,031
$28,031


It was noted that there were unintentional delays during 2014 by the Plan Sponsor in submitting employee contributions to
the Plan. The delays ranged from 18 to 271 days and the withholding amount was $28,031 per the Plan Sponsor. Lost interest
was $97. The Participants’ contributions have been credited and the lost interest was reimbursed to the Plan from August through December 2014.
               
Year ended December 31, 2013


 
Total that constitute nonexempt prohibited Transactions
 
Participant contributions transferred late to plan
Contributions not corrected
Contributions corrected outside VFCP
Contributions pending correction in VFCP
Total fully corrected under VFCP and PTE 2002-51
$4,619
$4,619

It was noted that there were unintentional delays during 2013 by the Plan Sponsor in submitting employee contributions to
the Plan. The delays ranged from 34 to 455 days and the withholding amount was $4,619 per the Plan Sponsor. Lost interest
was $148. The Participants’ contributions have been credited and the lost interest was reimbursed to the Plan from February through May 2014.
       

See accompanying report of independent registered public accounting firm.
 


14



Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Finance Committee of W. R. Berkley Corporation Profit Sharing Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
 
 
 
W. R. BERKLEY CORPORATION
 
PROFIT SHARING PLAN
 
 
 
/s/ Eugene G. Ballard
 
By
 
Eugene G. Ballard
 
 
 
Member, Profit Sharing Plan
 
 
 
Administrative Committee
 
 
 
 
June 24, 2015
Exhibit Index
Exhibit 23            Consent of Independent Registered Public Accounting Firm


EX-23 2 exhibit23-11kx2014.htm EXHIBIT 23 - 11K2014 Exhibit 23 - 11K - 2014


Exhibit 23
W. R. Berkley Corporation Profit Sharing Plan
Consent of Independent Registered Public Accounting Firm

Profit Sharing Plan Administrative Committee
W. R. Berkley Corporation Profit Sharing Plan:
We consent to the incorporation by reference in the Registration Statement No. 333-183191 on Form S-8 of W. R. Berkley Corporation of our report dated June 24, 2015 with respect to the statements of net assets available for plan benefits of the W. R. Berkley Corporation Profit Sharing Plan (the "Plan") as of December 31, 2014 and 2013, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2014, and the related supplemental schedules, Schedule H, line 4i — Schedule of Assets (Held at End of Year) — December 31, 2014 and Schedule H, line 4a — Schedule of Nonexempt Transactions for Delinquent Participant Contributions — year ended December 31, 2014, which report appears in the December 31, 2014 annual report on Form 11-K of the Plan.
/s/ KPMG LLP
New York, New York
June 24, 2015