8-K

As filed with the Securities and Exchange Commission on October 26, 2011

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2011

W. R. BERKLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-15202	22-1867895
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

475 Steamboat Road, Greenwich, CT	06830
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (203) 629-3000

Not Applicable

(Former name or former address, if changed since last report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

     Reference is made to the press release of W. R. Berkley Corporation (the “Company”) relating to the announcement of the Company’s results of operations for the third quarter of 2011. The press release was issued on October 26, 2011. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

     The information contained herein shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits

99.1 Press Release dated October 26, 2011

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	W. R. BERKLEY CORPORATION
	By:	/s/ Eugene G. Ballard
		Name:	Eugene G. Ballard
Date: October 26, 2011		Title:	Senior Vice President — Chief Financial Officer

EXHIBIT INDEX

Exhibit:
	99.1	Press Release dated October 26, 2011

EX-99.1

Exhibit 99.1

W. R. Berkley Corporation	NEWS RELEASE
475 Steamboat Road
Greenwich, Connecticut 06830
(203) 629-3000

FOR IMMEDIATE RELEASE	CONTACT:	Karen A. Horvath
		Vice President — External
		Financial Communications
		(203)629-3000

W. R. BERKLEY CORPORATION REPORTS THIRD QUARTER RESULTS
Net Premiums Written Increased 14%

     Greenwich, CT, October 26, 2011 — W. R. Berkley Corporation (NYSE: WRB) today reported net income for the third quarter of 2011 of $77 million, or 53 cents per share, compared with $94 million, or 61 cents per share, for the third quarter of 2010.

Summary Financial Data
(Amounts in thousands, except per share data)

	Third Quarter				Nine Months
	2011		2010		2011		2010
Gross premiums written	$	1,306,300	$	1,121,395	$	3,821,434	$	3,360,984
Net premiums written		1,126,139		986,706		3,266,857		2,932,010
Net income		77,308		93,619		276,877		322,436
Net income per diluted share		0.53		0.61		1.89		2.05
Operating income (1)		63,524		90,255		229,967		307,780
Operating income per diluted share		0.44		0.59		1.57		1.96

(1) Operating income is a non-GAAP financial measure defined by the Company as net income excluding net investment gains and losses.

W. R. Berkley Corporation Page 2

Third quarter highlights included:

• Premiums written increased 14% on a net basis and 16% on a gross basis.

• Average premium rates increased 3%.

• GAAP combined ratio was 99.1% including catastrophe losses and 94.3% excluding catastrophe losses.

• The Company repurchased 4 million shares of common stock at an average cost of $29.70 per share and an aggregate cost of $118 million.

     Commenting on the Company’s performance, William R. Berkley, chairman and chief executive officer, said: “We are pleased with our third quarter results, especially given the level of catastrophe activity, the difficult economic environment and historically low interest rates. Our net written premiums increased by more than 14% in the quarter as our operating units found opportunities to grow profitably. The visibility of a cycle change is even more evident, with prices for the quarter up three percent over last year. We believe that price increases and premium volume growth will continue.

     “Our investment results continue to be more than satisfactory. The yield on our fixed income portfolio is approximately the same as it was a year ago. While we anticipate more volatility in the balance of the portfolio from quarter to quarter, we do not expect our investment returns over a longer period of time to vary significantly from historical levels.

     “While some industry observers suggest that excess capital is a major restraint on pricing levels, history does not support their perception. Capital has never been the primary driver of cyclical change in the business; it has merely added impetus or restraint. Given the current interest rate environment, the industry needs significant price increases in nearly all lines of business in order to achieve even minimally adequate returns.

     “We are confident that our results will benefit from the improving market conditions as well as our focus on optimizing risk adjusted returns and increasing book value for our shareholders,” Mr. Berkley concluded.

W. R. Berkley Corporation Page 3

Webcast Conference Call

     The Company will hold its quarterly conference call with analysts and investors to discuss its earnings and other information on Thursday, October 27, 2011 at 9:30 a.m. eastern time. The conference call will be webcast live on the Company’s website at www.wrberkley.com. A recording of the call will be available on the Company’s website approximately two hours after the end of the conference call.

About W. R. Berkley Corporation

     Founded in 1967, W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates in five segments of the property casualty insurance business: specialty insurance, regional property casualty insurance, alternative markets, reinsurance and international.

Forward Looking Information

This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including statements related to our outlook for the industry and for our performance for the year 2011 and beyond, are based upon the Company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. They are subject to various risks and uncertainties, including but not limited to: the cyclical nature of the property casualty industry; the long-tail and potentially volatile nature of the insurance and reinsurance business; product demand and pricing; claims development and the process of estimating reserves; investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, municipal bonds, mortgage-backed securities, loans receivable, investment funds, real estate, merger arbitrage and private equity investments; the impact of significant competition; the uncertain nature of damage theories and loss amounts; natural and man-made catastrophic losses, including as a result of terrorist activities; the potential impact of the economic downturn, and any legislative, regulatory, accounting or other initiatives taken in response to it, on our results and financial condition; the success of our new ventures or acquisitions and the availability of other opportunities; the availability of reinsurance; our retention under the Terrorism Risk Insurance Programs Reauthorization Act of 2007; the ability of our reinsurers to pay reinsurance recoverables owed to us; foreign currency and political risks relating to our international operations; other legislative and regulatory developments, including those related to business practices in the insurance industry; changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; the availability of dividends from our insurance company subsidiaries; our ability to attract and retain key personnel and qualified employees; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties could cause our actual results for the year 2011 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our revenues would not necessarily result in commensurate levels of earnings. Forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update publicly or revise any forward-looking statement, whether as a result of new information, future developments or otherwise.

# # #

W. R. Berkley Corporation Page 4

Consolidated Financial Summary
(Amounts in thousands, except per share data)

	Third Quarter						Nine Months
	2011			2010			2011			2010
Revenues:
Net premiums written	$	1,126,139		$	986,706		$	3,266,857		$	2,932,010
Change in unearned premiums		(70,316	)		(19,409	)		(211,293	)		(86,024	)
Net premiums earned		1,055,823			967,297			3,055,564			2,845,986
Net investment income		114,063			119,143			409,261			392,435
Insurance service fees		22,279			22,175			69,487			64,050
Net investment gains:
Net realized gains on sales		21,238			6,327			73,812			26,355
Other-than-temporary impairments		—			(1,123	)		(400	)		(3,705	)
Net investment gains		21,238			5,204			73,412			22,650
Revenues from wholly-owned investees		65,922			61,983			175,943			166,488
Other income		406			310			1,364			1,118
Total revenues		1,279,731			1,176,112			3,785,031			3,492,727
Expenses:
Losses and loss expenses		683,980			597,907			1,965,351			1,718,355
Other operating costs and expenses		405,850			369,217			1,193,040			1,108,007
Expenses from wholly-owned investees		64,388			60,963			174,059			159,871
Interest expense		28,068			26,725			84,317			78,780
Total expenses		1,182,286			1,054,812			3,416,767			3,065,013
Income before income taxes		97,445			121,300			368,264			427,714
Income tax expense		(20,176	)		(27,631	)		(91,485	)		(105,040	)
Net income before noncontrolling interests		77,269			93,669			276,779			322,674
Noncontrolling interests		39			(50	)		98			(238	)
Net income to common stockholders	$	77,308		$	93,619		$	276,877		$	322,436
Net income per share:
Basic	$	0.56		$	0.64		$	1.97		$	2.14
Diluted	$	0.53		$	0.61		$	1.89		$	2.05
Average shares outstanding:
Basic		138,816			147,079			140,535			150,556
Diluted		144,538			154,160			146,553			157,054

W. R. Berkley Corporation Page 5

Operating Results by Segment
(Amounts in thousands, except ratios (1) (2))

	Third Quarter						Nine Months
	2011			2010			2011			2010
Specialty:
Gross premiums written	$	454,560		$	383,877		$	1,344,139		$	1,131,216
Net premiums written		382,541			330,985			1,146,091			975,188
Premiums earned		367,417			326,239			1,047,567			955,705
Pre-tax income		71,046			61,989			238,979			212,836
Loss ratio		58.3	%		61.6	%		57.8	%		59.0	%
Expense ratio		32.7	%		32.0	%		32.7	%		32.7	%
GAAP combined ratio		91.0	%		93.6	%		90.5	%		91.7	%
Regional:
Gross premiums written	$	301,542		$	300,010		$	881,224		$	889,362
Net premiums written		277,177			272,116			817,380			802,691
Premiums earned		267,142			268,089			795,423			798,387
Pre-tax income (loss)		(10,700	)		22,946			(1,381	)		90,415
Loss ratio		74.2	%		62.6	%		71.5	%		60.7	%
Expense ratio		35.7	%		35.6	%		36.0	%		35.5	%
GAAP combined ratio		109.9	%		98.2	%		107.5	%		96.2	%
Alternative Markets:
Gross premiums written	$	222,423		$	184,568		$	656,062		$	572,518
Net premiums written		174,744			152,068			497,117			479,565
Premiums earned		156,820			148,830			454,156			458,842
Pre-tax income		33,076			42,007			116,285			138,563
Loss ratio		70.9	%		68.0	%		71.9	%		65.9	%
Expense ratio		26.7	%		26.0	%		26.7	%		25.8	%
GAAP combined ratio		97.6	%		94.0	%		98.6	%		91.7	%
Reinsurance:
Gross premiums written	$	118,266		$	102,785		$	337,696		$	323,800
Net premiums written		113,620			98,428			319,524			304,832
Premiums earned		103,906			103,126			315,220			308,316
Pre-tax income		16,134			26,508			66,857			91,085
Loss ratio		61.5	%		53.7	%		60.9	%		53.3	%
Expense ratio		40.9	%		39.5	%		40.7	%		41.4	%
GAAP combined ratio		102.4	%		93.2	%		101.6	%		94.7	%
International:
Gross premiums written	$	209,509		$	150,155		$	602,313		$	444,088
Net premiums written		178,057			133,109			486,745			369,734
Premiums earned		160,538			121,013			443,198			324,736
Pre-tax income		14,182			12,712			28,208			19,671
Loss ratio		60.0	%		60.1	%		61.6	%		62.8	%
Expense ratio		38.9	%		38.3	%		39.7	%		40.9	%
GAAP combined ratio		98.9	%		98.4	%		101.3	%		103.7	%

W. R. Berkley Corporation Page 6

Operating Results by Segment (Continued)
(Amounts in thousands, except ratios(1) (2))

	Third Quarter						Nine Months
	2011			2010			2011			2010
Corporate and Eliminations:
Net investment gains	$	21,238		$	5,204		$	73,412		$	22,650
Interest expense		(28,068	)		(26,725	)		(84,317	)		(78,780	)
Other revenues and expenses (3)		(19,463	)		(23,341	)		(69,779	)		(68,726	)
Pre-tax loss		(26,293	)		(44,862	)		(80,684	)		(124,856	)
Consolidated:
Gross premiums written	$	1,306,300		$	1,121,395		$	3,821,434		$	3,360,984
Net premiums written		1,126,139			986,706			3,266,857			2,932,010
Premiums earned		1,055,823			967,297			3,055,564			2,845,986
Pre-tax income		97,445			121,300			368,264			427,714
Loss ratio		64.8	%		61.8	%		64.3	%		60.4	%
Expense ratio		34.3	%		33.6	%		34.5	%		34.3	%
GAAP combined ratio		99.1	%		95.4	%		98.8	%		94.7	%

(1)	Loss ratio is losses and loss expenses incurred expressed as a percentage of premiums earned. Expense ratio is underwriting expenses expressed as a percentage of premiums earned. Underwriting expenses do not include expenses related to insurance services or unallocated corporate expenses. GAAP combined ratio is the sum of the loss ratio and the expense ratio.
(2)	For the third quarters of 2011 and 2010, catastrophe losses were $51 million and $22 million, respectively. For the first nine months of 2011 and 2010, catastrophe losses were $139 million and $75 million, respectively. These amounts are net of reinsurance coverage and reinstatement premiums.
(3)	Other revenues and expenses include corporate investment income, expenses not allocated to the business segments and revenues and expenses from investments in wholly-owned, non-insurance subsidiaries that are consolidated for financial reporting purposes.

W. R. Berkley Corporation Page 7

Selected Balance Sheet Information
(Amounts in thousands, except per share data)

	September 30, 2011		December 31, 2010
Net invested assets (1)	$	14,352,064	$	13,918,768
Total assets		18,330,821		17,528,547
Reserves for losses and loss expenses		9,261,584		9,016,549
Senior notes and other debt		1,501,773		1,500,419
Junior subordinated debentures		242,945		242,784
Common stockholders’ equity (2)(3)		3,862,393		3,702,876
Common stock outstanding (3)		137,082		141,010
Common stockholders’ equity per share (3)		28.18		26.26

(1)	Net invested assets include investments, cash and cash equivalents, trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases.
(2)	After-tax unrealized investment gains were $413 million and $335 million as of September 30, 2011 and December 31, 2010, respectively. Unrealized currency translation losses were $64 million and $42 million as of September 30, 2011 and December 31, 2010, respectively.
(3)	During 2011, the Company repurchased 5.1 million shares of common stock at an average cost of $30.16 per share and an aggregate cost of $154 million.

W. R. Berkley Corporation Page 8

Supplemental Information
(Amounts in thousands)

	Third Quarter						Nine Months
	2011			2010			2011			2010
Reconciliation of operating income to net income:
Operating income (1)	$	63,524		$	90,255		$	229,967		$	307,780
Investment gains, net of tax		13,784			3,364			46,910			14,656
Net income	$	77,308		$	93,619		$	276,877		$	322,436
Return on equity (2)		8.4	%		10.4	%		10.0	%		12.0	%
Cash flow from operations	$	268,851		$	204,047		$	485,243		$	390,717
Other operating costs and expenses:
Underwriting expenses	$	362,590		$	325,340		$	1,055,589		$	975,542
Service expenses		18,873			17,487			55,764			54,442
Net foreign currency gains		(2,700	)		(1,916	)		(2,171	)		(5,627	)
Other costs and expenses		27,087			28,306			83,858			83,650
Total	$	405,850		$	369,217		$	1,193,040		$	1,108,007

(1)	Operating income is a non-GAAP financial measure defined by the Company as net income excluding net investment gains and losses. Management believes that excluding net investment gains and losses, which are often discretionary and frequently relate to economic factors, provides a useful indicator of trends in the Company’s underlying operations.
	In 2011, the Company modified its definition of operating income to include income and losses from investment funds, which had previously been excluded. Operating income for prior periods has been modified to conform to this definition. For the third quarters of 2011 and 2010, losses from investment funds were $8 million and $19 million, respectively. For the first nine months of 2011 and 2010, income (losses) from investment funds was $24 million and ($13 million), respectively.
(2)	Return on equity represents net income expressed on an annualized basis as a percentage of beginning of year stockholders’ equity.

W. R. Berkley Corporation Page 9

Investment Portfolio
September 30, 2011
(Amounts in thousands)

	Carrying		Percent
	Value		of Total
Fixed maturity securities:
United States government and government agencies	$	1,073,737		7.5	%
State and municipal:
Special revenue		2,114,164		14.7	%
Pre-refunded		1,361,871		9.5	%
State general obligation		965,393		6.7	%
Corporate backed		480,074		3.3	%
Local general obligation		438,318		3.1	%
Total state and municipal (1)		5,359,820		37.3	%
Mortgage-backed securities:
Agency		1,155,843		8.0	%
Residential — Prime		243,817		1.7	%
Residential — Alt A		83,850		0.6	%
Commercial		55,277		0.4	%
Total mortgage-backed securities		1,538,787		10.7	%
Corporate:
Industrial		1,281,946		8.9	%
Financial		810,086		5.7	%
Asset-backed		323,099		2.3	%
Utilities		198,627		1.4	%
Other		106,689		0.7	%
Total corporate		2,720,447		19.0	%
Foreign government and foreign government agencies		537,979		3.7	%
Total fixed maturity securities (1)		11,230,770		78.2	%
Equity securities available for sale:
Common stocks		310,938		2.2	%
Preferred stocks
Financial		64,846		0.5	%
Utilities		44,591		0.3	%
Real estate		18,090		0.1	%
Total equity securities available for sale		438,465		3.1	%
Cash and cash equivalents (2)		1,116,332		7.8	%
Investment funds (3)		552,433		3.8	%
Real estate		346,015		2.4	%
Arbitrage trading account		327,883		2.3	%
Loans receivable		283,560		2.0	%
Investment in arbitrage funds		56,606		0.4	%
Net invested assets	$	14,352,064		100.0	%

(1)	For state and municipal securities, the average rating was AA and the average duration was 3.9 years. For total fixed maturity securities, the average rating was AA and the average duration was 3.5 years.
(2)	Cash and cash equivalents includes trading accounts receivable from brokers and clearing organizations, trading account securities sold but not yet purchased and unsettled purchases.
(3)	Investment funds are net of related liabilities of $58,080.