W. R. Berkley
Annual Report 2019

Plain-text annual report

W. R. Berkley Corporation 2019 ANNUAL REPORT Financial Highlights By taking advantage of challenging opportunities and bringing together talented people and capital, we feel confident we will be able to continue to deliver outstanding returns. COMBINED RATIO AVERAGED 94.8% OVER THE PAST 5 YEARS. 93.8% TOTAL REVENUES INCREASED 11% OVER THE PAST 5 YEARS $7.9B RETURN ON STOCKHOLDERS' EQUITY AVERAGED 12% OVER THE PAST 5 YEARS TOTAL RETURN GROWTH IN STOCK PRICE PLUS DIVIDENDS OUTPACED THE 33% S&P 500® TOTAL RETURN IN 2019 12.5% 43.7% TABLE OF CONTENTS 01. FINANCIAL RESULTS 14. INVESTMENTS 03. LETTER TO OUR SHAREHOLDERS 15. FORM 10-K 08. SELECTED FINANCIAL DATA 149. OPERATING UNITS 10. OUR BUSINESS 159. BOARD OF DIRECTORS & OFFICERS 12. SEGMENT OVERVIEW IBC. CORPORATE INFORMATION Financial Results AT-A-GLANCE TOTAL REVENUES (dollars in billions) 7.9 7.7 7.7 7.7 7.2 INVESTMENTS Market Value (dollars in billions) 18.5 17.7 17.5 16.6 15.4 15 16 17 18 19 15 16 17 18 19 RESERVES FOR LOSSES AND LOSS EXPENSES (dollars in billions) 12.6 12.0 11.7 11.2 10.7 COMMON STOCKHOLDERS' EQUITY* (dollars in billions) 6.1 5.4 5.4 5.0 4.6 15 16 17 18 19 15 16 17 18 19 * Net of $1.4 billion in special dividends and shares repurchased from 2015–2019. W. R. BERKLEY CORPORATION’S PERFORMANCE VS. THE S&P 500® Annual Percentage Change In Per-Share Book Value of W. R. Berkley Corporation with Dividends Included In S&P 500® with Dividends Included Relative Results Year 1974 1975 1976 1977 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Average Annual Gain — 1973–2019 Overall Gain — 1973–2019 Overall gain 1973–2019 with dividends compounded = 73,325% ■ W. R. Berkley Corporation ■ S&P 500® 75,000% 65,000% 40,000% 20,000% 0% (1) 50.0% 12.5% 29.6% 28.6% 24.4% 18.2% 9.4% 14.5% -9.0% -11.6% -16.9% 59.6% 106.8% 23.5% 22.5% 13.2% 7.8% 20.8% 13.5% 16.7% -10.8% 34.5% 7.9% 15.9% 1.9% -18.1% 17.1% 7.6% 31.2% 26.7% 25.6% 21.9% 30.1% 16.3% -4.1% 23.3% 15.4% 12.2% 14.8% 4.8% 14.8% 4.3% 15.7% 10.6% 4.8% 17.1% 16.8% (2) -26.4% 37.2% 23.6% -7.4% 6.4% 18.2% 32.3% -5.0% 21.4% 22.4% 6.1% 31.6% 18.6% 5.1% 16.6% 31.7% -3.1% 30.5% 7.6% 10.1% 1.3% 37.6% 23.0% 33.4% 28.6% 21.0% -9.1% -11.9% -22.1% 28.7% 10.9% 4.9% 15.8% 5.5% -37.0% 26.5% 15.1% 2.1% 16.0% 32.4% 13.7% 1.4% 12.0% 21.3% -4.4% 31.5% 12.5% (1)-(2) 76.4% -24.7% 6.0% 36.0% 18.0% 0.0% -22.9% 19.5% -30.4% -34.0% -23.0% 28.0% 88.2% 18.4% 5.9% -18.5% 10.9% -9.7% 5.9% 6.6% -12.1% -3.1% -15.1% -17.5% -26.7% -39.1% 26.2% 19.5% 53.3% -2.0% 14.7% 17.0% 14.3% 10.8% 32.9% -3.2% 0.3% 10.1% -1.2% -27.6% 1.1% 3.0% 3.7% -10.7% 9.2% -14.4% 4.3% 69,998% 12,454% 73,325% 1974 1976 1978 1980 1982 1984 1986 1988 1990 1992 1994 1996 1998 2000 2002 2004 2006 2008 2010 2012 2014 2016 2018 2019 Notes: W. R. Berkley Corporation’s book value per share has been adjusted for stock dividends paid from 1975 to 1983. Stock dividends were 6% in each year from 1975 to 1978, 14% in 1979, and 7% in each year from 1980 to 1983. The Company has paid cash dividends each year since 1976. 02 | W . R. Berkley Corporation | 2019 Annual Report W. R. BERKLEY CORPORATION’S PERFORMANCE VS. THE S&P 500® To Our SHAREHOLDERS, "Our people have truly been our greatest asset during our more than 50-year history, and will continue to be long into the future." " (left to right) W. Robert Berkley, Jr., President and Chief Executive Officer & William R. Berkley, Executive Chairman  BY EVERY MEASURE, OUR 2019 RESULTS WERE EXCELLENT. OUR AFTER TAX RETURN ON CAPITAL WAS 12.5%, UP FROM 11.8% IN 2018, AND WE WERE ABLE TO GROW OUR PREMIUMS BY OVER 6%. THESE ARE GOOD SIGNS OF A STRONG YEAR. We achieved rate increases and growth at the same time, while remaining steadfast in our focus on underwriting discipline. Our loss ratio improved slightly, and we managed to further reduce our expense ratio from 32.9% to 31.5%. These are positive numbers for the underwriting results of our business, and they are driving our momentum. We remain focused on improving our underwriting results. The key elements of our year were rate increases, premium growth, maintaining our disciplined investment approach with a focus on total-return, and embedding the behaviors that foster innovation into our culture. The Company continues to focus on improving underwriting margins and growing our most profitable lines of business, and we believe our 2019 return on equity is a sign of a positive trend. The improving rate environment, along with continued opportunities for growth, offers the likelihood of better risk-adjusted returns in the next few years. Cost controls and growth will help with our expense ratio. The economy was favorable throughout 2019, which put the wind at our backs. We became more confident as we saw both rate increases and growth improve quarter to quarter. The fourth quarter served as additional confirmation of the growing momentum in rate, as well as the opportunities for utilizing our competitive strengths. New business pricing, which is a key indicator of the market temperament, was at least as good, and sometimes even better than, pricing of our renewal business. This trend is a good sign for the direction of the market. Investment income, the other key part of our economic model, is being challenged by low interest rates and a relatively flat yield curve. This environment puts pressure on our core invest- ment income. We work diligently to maintain a very high-quality, short duration fixed-maturity portfolio, which had an average rating of AA- and an average duration under 2.8 years during 2019. This task has not been easy, but it is a key element of our strategy to ameliorate investment risk. Our high-quality, short-duration bond portfolio represents approximately 75% of our invested assets. In addition, we invest in a modest amount of common and preferred stocks, a merger arbitrage portfolio, investment partnerships, and real estate that consists of Class A office buildings primarily in New York City, Washington, D.C., and London. We also have a modest private equity business that is giving us outstanding returns that have averaged close to 20% over the past 10 or more years. Each of these asset classes has been critical to offsetting the impact 37% FIVE YEAR GROWTH IN BOOK VALUE PER SHARE 12% FIVE YEAR AVERAGE RETURN ON EQUITY 04 | W . R. Berkley Corporation | 2019 Annual Report "2019 was a year full of challenges and successes. It was a year of performance for our Company." " of declining interest rates. We do not believe the inherent risk in our aggregate portfolio of non-fixed income securities significantly changes the risk profile of our total portfolio. Their allocation does, however, change the liquidity profile, yet we retain substantially more liquidity than we require. Given our long-term view, we are not overly concerned with the lack of quarterly predictability in returns for these asset classes. Over time, they have been accretive to our overall return on equity. We are pleased overall with the portfolio and its balance. We believe the physical assets in our real estate portfolio and certain of our investment funds reasonably protect our balance sheet from the prospect of inflation, while, at the same time, the short duration in our bond portfolio provides substantial flexibility. We continue to focus on optimizing our long-term risk-adjusted return, and, as we reflect on the year just passed, we must recognize that it is not just about the numbers. While we believe we have many obligations, all of which must be fulfilled and none of which can be considered mutually exclusive, we always start with our shareholders. We believe that we can only achieve the best long-term return for our shareholders by meeting the interrelated needs of our customers, agents and brokers, and society. We meet those needs by providing meaningful products and services along with the confidence that we will meet our coverage commitments. Through our business and charitable works, we contribute to society in a manner that makes our world a better and more humane place. Our success in these endeavors generates strong returns, which in turn, provides access to the capital that we need to grow. All of these obligations go hand-in-hand. We have long believed that in order to meet these obligations and to make a successful enterprise, we must have the best people. "It is just as clear that we have the people, the mindset and the tools to do even greater things in 2020."" Our people have truly been our greatest asset during our more than 50-year history, and will continue to be long into the future. We decided that in order to maintain our Company as a dynamic entrepreneurial enterprise, we had to embed the behaviors that foster innovation into our culture. We first recognized the need to engage our full team in new ways of thinking and doing if we wished to continue to grow and prosper. Early on, it became clear that the best ideas often come from cubicles rather than from corner offices. We, therefore, invested heavily in training to ensure an under- standing at every level of the organization that innovation is not a separate function, but a way for each of us to look at everything we do with a fresh set of eyes. Our innovation mindset has now set standards for examining all of our activities. It has compelled each individual to consider whether what they do and how they do it will help us fulfill our mission. We want to be sure we always remember that meeting the needs of our customers, shareholders, employees, and the society in which we operate is not just a series of one-time tests, but in fact, is something we must think about continually. Our innovation initiative has become a key element that will enable us to maintain our entrepreneurial culture for many years to come. An annual report is a brief summary of 365 days of activity. The good days and bad days are a blur, but without a doubt, we can be proud of what we have accomplished in 2019. It was a year full of challenges and successes. It was a year of performance for our Company. It was a year we can look back on with great satisfaction. Like every other year, we would not have succeeded without the commitment of our agents, brokers, shareholders and employees, and the support of our Board of Directors. It is clear the current environment is 06 | W . R. Berkley Corporation | 2019 Annual Report uncertain and the risks we face each day create challenges for people in our business, because our job is to help ameliorate the risks of other businesses, institutions and individuals who are our insureds. And it is just as clear that we have the people, the mindset and the tools to do even greater things in 2020. William R. Berkley Executive Chairman W. Robert Berkley, Jr. President and Chief Executive Officer P.S. As this annual report goes to press, we are in what feels like a different world since the beginning of 2020. The Coronavirus, which originated in China, has now swept the world. Nations are on lockdown as the infection rate increases and thousands of lives have been lost. The economies of the world are suspended, and we all sit and look in amazement at things we have never seen. The level and speed of economic rebound will be uncertain and, in part, depends on the nature and speed of various government programs and efforts. There is no question that the government wants to act positively. There is a question of whether they can in fact put all the pieces together. Fortunately, property casualty companies are designed to deal with uncertainty and society should be able to weather the storm. We are optimistic that by the time this report is distributed, the world will be over the crest and things will begin to get better. In the meantime, we hope we all get through the current crisis and survive this great uncertainty successfully. Selected FINANCIAL DATA In thousands, except per share data Years ended December 31, 2015 2016 2017 2018 2019 Total revenues Net premiums written Net investment income Net realized and unrealized gains on investments $7,206,457 $7,654,184 $7,684,764 $7,691,651 $7,902,196 6,189,515 6,423,913 6,260,508 6,433,227 6,863,499 512,645 564,163 575,788 674,235 645,614 92,324 267,005 335,858 154,488 Insurance service fees 139,440 138,944 134,729 117,757 Net income to common stockholders 503,694 601,916 549,094 649,749 NET INCOME PER COMMON SHARE Basic Diluted 2.71 2.58 3.27 3.12 2.93 2.84 3.37 3.33 Return on common stockholders’ equity 11.0% 13.1% 10.9% 11.8% 120,703 92,680 681,944 3.58 3.52 12.5% AT YEAR END Total assets Total investments $21,730,967 $23,364,844 $24,299,917 $24,895,977 $26,643,428 15,351,467 16,649,792 17,450,508 17,723,089 18,473,674 Reserves for losses and loss expenses 10,669,150 11,197,195 11,670,408 11,966,448 12,583,249 Common stockholders’ equity 4,600,246 5,047,208 5,411,343 5,437,851 6,074,939 Common shares outstanding Common stockholders’ equity per share 184,962 24.87 181,194 27.76 182,272 182,994 29.69 29.72 183,412 33.12 Per share data and common shares outstanding have been adjusted for the 3-for-2 common stock split effected on April 2, 2019. * Beginning in 2018, net unrealized gains on equity securities are included within net income due to our adoption of ASU 2016-01 on January 1, 2018. 08 | W . R. Berkley Corporation | 2019 Annual Report Relative Stock Price PERFORMANCE: Cumulative Growth 34,450% ■ W. R. Berkley Corporation ■ S&P 500® 3,212% 88 89 90 91 92 93 94 95 96 97 98 99 00 01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18 19 Our BUSINESS Today, as yesterday and tomorrow, the combined expertise of underwriting, risk management, claims handling and investing will deliver outstanding risk-adjusted returns. INSURANCE: The Insurance units underwrite predominately commercial insurance business, including excess and surplus lines and admitted lines, and specialty personal lines, throughout the United States, as well as insurance business in the United Kingdom, Continental Europe, South America, Canada, Scandinavia, Australia, Asia and Mexico. 2019 RESULTS TOTAL REVENUES WERE: $6.4B PRE-TAX INCOME WAS: $815M REINSURANCE & MONOLINE EXCESS: 2019 RESULTS The Reinsurance & Monoline Excess units write reinsurance business on a facultative and treaty basis, primarily in the United States, United Kingdom, Continental Europe, Australia, the Asia-Pacific Region and South Africa. Monoline Excess units solely retain risk on an excess basis. TOTAL REVENUES WERE: $879M PRE-TAX INCOME WAS: $189M 10 | W . R. Berkley Corporation | 2019 Annual Report Our COMPANY W. R. Berkley Corporation, founded in 1967, is one of the nation’s premier commercial lines property casualty insurance providers. Each of the operating units within Berkley participates in a niche market requiring specialized knowledge about a territory or product. Our competitive advantage lies in our long-term strategy of decentralized operations, allowing each of our units to identify and respond quickly and effectively to changing market conditions and local customer needs. This decentralized structure provides financial accountability and incentives to local management and enables us to attract and retain the highest caliber professionals. We have the expertise and resources to utilize our strengths in the present environment, and the flexibility to anticipate, innovate and respond to whatever opportunities and challenges the future may hold. HOW WE ARE DIFFERENT RISK-ADJUSTED RETURNS Management company-wide is focused on obtaining the best potential returns with a real understanding of the amount of risk being assumed. Superior risk- adjusted returns are generated over the insurance cycle. ACCOUNTABILITY The business is operated with an ownership perspective and a clear sense of fiduciary responsibility to shareholders. PEOPLE-ORIENTED STRATEGY New businesses are started when opportunities are identified and, most importantly, when the right talent is found to lead a business. Of the Company’s 53 operating units, 46 were developed internally and seven were acquired. RESPONSIBLE FINANCIAL PRACTICES Risk exposures are managed proactively. A strong balance sheet, including a high-quality investment portfolio, ensures ample resources to grow the business profitably whenever there are opportunities to do so. TRANSPARENCY Consistent and objective standards are used to measure performance — and, the same standards are used regardless of the environment. Segment OVERVIEW Each of our business segments—Insurance and Reinsurance & Monoline Excess—comprises individual operating units that serve a market defined by geography, products, services, or types of customers. Our growth is based on meeting the needs of customers, maintaining a high-quality balance sheet, and allocating capital to our best opportunities. We combine capital with outstanding people and wrap it all in a culture that is focused on optimizing risk-adjusted returns. It creates a permanent competitive advantage that can only be acquired over many years with consistent discipline. 12 | W . R. Berkley Corporation | 2019 Annual Report 2019 SEGMENT DATA 2019 NET PREMIUMS WRITTEN BY MAJOR LINE OF BUSINESS (in percent) 10% 13% 21% 20% 21% 35% INSURANCE $6.1B 21% ■ Other Liability ■ Short-tail Lines ■ Professional Liability ■ Workers' Compensation ■ Commercial Automobile REINSURANCE & MONOLINE EXCESS 59% ■ Casualty ■ Monoline Excess ■ Property $777M 2019 ASSETS AND NET RESERVES (dollars in billions) INSURANCE $9.8 RESERVES $20.0 ASSETS REINSURANCE & MONOLINE EXCESS $4.7 ASSETS $2.7 RESERVES INVESTMENTS Over the past few years, we have shortened the duration of our fixed-income portfolio to 2.8 years, while maintaining its high quality with an average rating of AA-. As a result, there has been less volatility in our book value from mark-to-market accounting and we are better able to manage the uncertain interest rate environment. In addition, we have allocated a portion of our portfolio to investments designed to generate capital gains. As investment income is an important component of our economic model, we will continue to position our portfolio to manage the yield curve as well as the impact of potential inflation. INVESTMENT DATA (dollars in millions) 2018 2019 CASH AND INVESTED ASSETS Invested assets 17,723 18,473 Cash and cash equivalents 818 1,024 W. R. BERKLEY CORPORATION 2019 FINANCIAL INFORMATION BREAKDOWN OF FIXED MATURITY SECURITIES (including cash) 6% 7% 6% 11% 27% TOTAL 18,541 19,497 Net Investment Income 674 646 Net realized and unrealized gains on investments 154 121 18% 25% ■ Corporate Bonds ■ State and Municipal Bonds ■ Asset-backed Securities ■ Mortgage-backed Securities ■ Foreign Bonds ■ Cash and Cash Equivalents ■ U.S. Government and Government Agency Bonds 14 | W . R. Berkley Corporation | 2019 Annual Report Form 10K W. R. BERKLEY CORPORATION 2019 FINANCIAL INFORMATION 3 2 7 9 8 3 b e 1 0 K 27983be 10K 3 SECURITIES A(cid:1)D EXCHA(cid:1)GE COMMISSIO(cid:1) Washington, D.C. 20549 Form 10-K Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer (cid:1)on-accelerated filer Accelerated filer Smaller reporting company Emerging growth company (Mark One) A(cid:1)(cid:1)UAL REPORT PURSUA(cid:1)T TO SECTIO(cid:1) 13 or 15(d) OF THE SECURITIES EXCHA(cid:1)GE ACT OF 1934 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. For the fiscal year ended December 31, 2019 OR TRA(cid:1)SITIO(cid:1) REPORT PURSUA(cid:1)T TO SECTIO(cid:1) 13 OR 15(d) OF THE SECURITIES EXCHA(cid:1)GE ACT OF 1934 For the transition period from ______ to ______. Commission file number 1-15202 W. R. BERKLEY CORPORATIO(cid:1) (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:1)o The aggregate market value of the voting and non-voting common stock held by non-affiliates (computed by reference to the price at which the common stock was last sold) as of the last business day of the registrant’s most recently completed second fiscal quarter was $9,617,776,032. (cid:1)umber of shares of common stock, $.20 par value, outstanding as of February 18, 2020: 183,421,709 DOCUME(cid:1)TS I(cid:1)CORPORATED BY REFERE(cid:1)CE Portions of the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2019, are incorporated herein by reference in Part III. Delaware (State or other jurisdiction of incorporation or organization) 475 Steamboat Road (Address of principal executive offices) 22-1867895 (I.R.S. Employer Identification (cid:1)umber) Greenwich, CT 06830 (Zip Code) Registrant’s telephone number, including area code: (203) 629-3000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) (cid:1)ame of each exchange on which registered Common Stock, par value $.20 per share WRB 5.625% Subordinated Debentures due 2053 5.90% Subordinated Debentures due 2056 5.75% Subordinated Debentures due 2056 5.70% Subordinated Debentures due 2058 5.10% Subordinated Debentures due 2059 WRB PRB WRB PRC WRB PRD WRB PRE WRB PRF (cid:1)ew York Stock Exchange (cid:1)ew York Stock Exchange (cid:1)ew York Stock Exchange (cid:1)ew York Stock Exchange (cid:1)ew York Stock Exchange (cid:1)ew York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: (cid:1)one Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:1)o (cid:1)o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes (cid:1)o (cid:1)o 1 3 27983be 10K 27983be_10K.indd 3 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 3 2/26/20 12:08 PM 2 27983be 10K 4 4 2 7 9 8 3 b e 1 0 K Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer (cid:1)on-accelerated filer Accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:1)o The aggregate market value of the voting and non-voting common stock held by non-affiliates (computed by reference to the price at which the common stock was last sold) as of the last business day of the registrant’s most recently completed second fiscal quarter was $9,617,776,032. (cid:1)umber of shares of common stock, $.20 par value, outstanding as of February 18, 2020: 183,421,709 DOCUME(cid:1)TS I(cid:1)CORPORATED BY REFERE(cid:1)CE Portions of the Company’s definitive proxy statement, which will be filed with the Securities and Exchange Commission within 120 days after December 31, 2019, are incorporated herein by reference in Part III. SECURITIES A(cid:1)D EXCHA(cid:1)GE COMMISSIO(cid:1) Washington, D.C. 20549 Form 10-K (Mark One) OF 1934 A(cid:1)(cid:1)UAL REPORT PURSUA(cid:1)T TO SECTIO(cid:1) 13 or 15(d) OF THE SECURITIES EXCHA(cid:1)GE ACT TRA(cid:1)SITIO(cid:1) REPORT PURSUA(cid:1)T TO SECTIO(cid:1) 13 OR 15(d) OF THE SECURITIES EXCHA(cid:1)GE ACT OF 1934 For the fiscal year ended December 31, 2019 OR For the transition period from ______ to ______. Commission file number 1-15202 W. R. BERKLEY CORPORATIO(cid:1) (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 22-1867895 (I.R.S. Employer Identification (cid:1)umber) 475 Steamboat Road Greenwich, CT (Address of principal executive offices) 06830 (Zip Code) Registrant’s telephone number, including area code: (203) 629-3000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) (cid:1)ame of each exchange on which registered Common Stock, par value $.20 per share WRB 5.625% Subordinated Debentures due 2053 5.90% Subordinated Debentures due 2056 5.75% Subordinated Debentures due 2056 5.70% Subordinated Debentures due 2058 5.10% Subordinated Debentures due 2059 WRB PRB WRB PRC WRB PRD WRB PRE WRB PRF (cid:1)one Securities registered pursuant to Section 12(g) of the Act: (cid:1)ew York Stock Exchange (cid:1)ew York Stock Exchange (cid:1)ew York Stock Exchange (cid:1)ew York Stock Exchange (cid:1)ew York Stock Exchange (cid:1)ew York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:1)o Yes (cid:1)o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:1)o Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes (cid:1)o 1 2 4 27983be 10K 27983be_10K.indd 4 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 4 2/26/20 12:08 PM 5 2 7 9 8 3 b e 1 0 K SAFE HARBOR STATEME(cid:1)T ITEM ITEM ITEM ITEM ITEM ITEM PART I 1. BUSI(cid:1)ESS 1A. RISK FACTORS 1B. U(cid:1)RESOLVED STAFF COMME(cid:1)TS 2. 3. PROPERTIES LEGAL PROCEEDI(cid:1)GS 4. MI(cid:1)E SAFETY DISCLOSURES PART II ITEM 5. MARKET FOR REGISTRA(cid:1)T’S COMMO(cid:1) EQUITY, RELATED STOCKHOLDER MATTERS A(cid:1)D ISSUER PURCHASES OF EQUITY SECURITIES 6. SELECTED FI(cid:1)A(cid:1)CIAL DATA 7. MA(cid:1)AGEME(cid:1)T’S DISCUSSIO(cid:1) A(cid:1)D A(cid:1)ALYSIS OF FI(cid:1)A(cid:1)CIAL CO(cid:1)DITIO(cid:1) A(cid:1)D RESULTS OF OPERATIO(cid:1)S 7A. QUA(cid:1)TITATIVE A(cid:1)D QUALITATIVE DISCLOSURES ABOUT MARKET RISK 8. 9. FI(cid:1)A(cid:1)CIAL STATEME(cid:1)TS A(cid:1)D SUPPLEME(cid:1)TARY DATA CHA(cid:1)GES I(cid:1) A(cid:1)D DISAGREEME(cid:1)TS WITH ACCOU(cid:1)TA(cid:1)TS O(cid:1) ACCOU(cid:1)TI(cid:1)G A(cid:1)D FI(cid:1)A(cid:1)CIAL DISCLOSURE 9A. CO(cid:1)TROLS A(cid:1)D PROCEDURES 9B. OTHER I(cid:1)FORMATIO(cid:1) PART III 10. DIRECTORS, EXECUTIVE OFFICERS A(cid:1)D CORPORATE GOVER(cid:1)A(cid:1)CE 11. 12. EXECUTIVE COMPE(cid:1)SATIO(cid:1) SECURITY OW(cid:1)ERSHIP OF CERTAI(cid:1) BE(cid:1)EFICIAL OW(cid:1)ERS A(cid:1)D MA(cid:1)AGEME(cid:1)T A(cid:1)D RELATED STOCKHOLDER MATTERS 13. CERTAI(cid:1) RELATIO(cid:1)SHIPS A(cid:1)D RELATED TRA(cid:1)SACTIO(cid:1)S, A(cid:1)D DIRECTOR I(cid:1)DEPE(cid:1)DE(cid:1)CE 14. PRI(cid:1)CIPAL ACCOU(cid:1)TI(cid:1)G FEES A(cid:1)D SERVICES PART IV 15. EXHIBITS, FI(cid:1)A(cid:1)CIAL STATEME(cid:1)T SCHEDULES 16. FORM 10-K SUMMARY DESCRIPTIO(cid:1) OF REGISTRA(cid:1)T’S SECURITIES REGISTERED PURSUA(cid:1)T TO SECTIO(cid:1) 12 OF THE SECURITIES EXCHA(cid:1)GE ACT OF 1934 LIST OF COMPA(cid:1)IES A(cid:1)D SUBSIDIARIES CO(cid:1)SE(cid:1)T OF I(cid:1)DEPE(cid:1)DE(cid:1)T REGISTERED PUBLIC ACCOU(cid:1)TI(cid:1)G FIRM 27983be 10K 5 Page 1 18 27 27 27 28 29 31 32 56 57 108 108 110 111 111 111 111 111 112 116 ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM EX-4.1 EX-21 EX-23 EX-31.1 EX-31.2 EX-32.1 EX-101 EX-101 EX-101 EX-101 EX-101 EX-101 CERTIFICATIO(cid:1) OF THE CHIEF EXECUTIVE OFFICER PURSUA(cid:1)T TO RULE 13a-14(a) /15d-14(a) the availability of reinsurance; CERTIFICATIO(cid:1) OF THE CHIEF FI(cid:1)A(cid:1)CIAL OFFICER PURSUA(cid:1)T TO RULE 13a-14(a) /15d-14(a) CERTIFICATIO(cid:1) OF THE CHIEF EXECUTIVE OFFICER A(cid:1)D CHIEF FI(cid:1)A(cid:1)CIAL OFFICER PURSUA(cid:1)T TO 18 U.S.C. SECTIO(cid:1) 1350, AS ADOPTED PURSUA(cid:1)T TO SECTIO(cid:1) 906 OF THE SARBA(cid:1)ES-OXLEY ACT OF 2002 I(cid:1)STA(cid:1)CE DOCUME(cid:1)T SCHEMA DOCUME(cid:1)T CALCULATIO(cid:1) LI(cid:1)KBASE DOCUME(cid:1)T LABELS LI(cid:1)KBASE DOCUME(cid:1)T PRESE(cid:1)TATIO(cid:1) LI(cid:1)KBASE DOCUME(cid:1)T DEFI(cid:1)ITIO(cid:1) LI(cid:1)KBASE DOCUME(cid:1)T 3 5 27983be 10K 27983be_10K.indd 5 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 5 2/26/20 12:08 PM SAFE HARBOR STATEME(cid:1)T U(cid:1)DER THE PRIVATE SECURITIES LITIGATIO(cid:1) REFORM ACT OF 1995 This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “potential,” “continued,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report including statements related to our outlook for the industry and for our performance for the year 2020 and beyond, are based upon our 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 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 impact of significant competition, including new alternative entrants to the 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, including real estate, merger arbitrage, energy related and private equity investments; the effects of emerging claim and coverage issues; the uncertain nature of damage theories and loss amounts, including claims for cyber security related risks; natural and man-made catastrophic losses, including as a result of terrorist activities; the impact of climate change, which may increase the frequency and severity of catastrophe events; general economic and market activities, including inflation, interest rates and volatility in the credit and capital markets; the impact of conditions in the financial markets and the global economy, and the potential effect of legislative, regulatory, accounting or other initiatives taken in response to it, on our results and financial condition; foreign currency and political risks (including those associated with the United Kingdom's withdrawal from the European Union, or "Brexit") relating to our international operations; our ability to attract and retain key personnel and qualified employees; continued availability of capital and financing; the success of our new ventures or acquisitions and the availability of other opportunities; our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2015 ("TRIPRA"); the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us; other legislative and regulatory developments, including those related to business practices in the insurance industry; credit risk relating to our policyholders, independent agents and brokers; changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; the availability of dividends from our insurance company subsidiaries; potential difficulties with technology and/or cyber security issues; the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and 4 6 2 7 9 8 3 b e 1 0 K Page 1 18 27 27 27 28 29 31 32 56 57 108 108 110 111 111 111 111 111 112 116 SAFE HARBOR STATEME(cid:1)T PART I 1. BUSI(cid:1)ESS 1A. RISK FACTORS 1B. U(cid:1)RESOLVED STAFF COMME(cid:1)TS PROPERTIES LEGAL PROCEEDI(cid:1)GS 4. MI(cid:1)E SAFETY DISCLOSURES PART II PURCHASES OF EQUITY SECURITIES 6. SELECTED FI(cid:1)A(cid:1)CIAL DATA 2. 3. 8. 9. PART III 11. 12. PART IV ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM ITEM EX-4.1 EX-21 EX-23 EX-31.1 EX-31.2 EX-32.1 EX-101 EX-101 EX-101 EX-101 EX-101 EX-101 ITEM 5. MARKET FOR REGISTRA(cid:1)T’S COMMO(cid:1) EQUITY, RELATED STOCKHOLDER MATTERS A(cid:1)D ISSUER 7. MA(cid:1)AGEME(cid:1)T’S DISCUSSIO(cid:1) A(cid:1)D A(cid:1)ALYSIS OF FI(cid:1)A(cid:1)CIAL CO(cid:1)DITIO(cid:1) A(cid:1)D RESULTS OF OPERATIO(cid:1)S 7A. QUA(cid:1)TITATIVE A(cid:1)D QUALITATIVE DISCLOSURES ABOUT MARKET RISK FI(cid:1)A(cid:1)CIAL STATEME(cid:1)TS A(cid:1)D SUPPLEME(cid:1)TARY DATA CHA(cid:1)GES I(cid:1) A(cid:1)D DISAGREEME(cid:1)TS WITH ACCOU(cid:1)TA(cid:1)TS O(cid:1) ACCOU(cid:1)TI(cid:1)G A(cid:1)D FI(cid:1)A(cid:1)CIAL DISCLOSURE 9A. CO(cid:1)TROLS A(cid:1)D PROCEDURES 9B. OTHER I(cid:1)FORMATIO(cid:1) 10. DIRECTORS, EXECUTIVE OFFICERS A(cid:1)D CORPORATE GOVER(cid:1)A(cid:1)CE EXECUTIVE COMPE(cid:1)SATIO(cid:1) STOCKHOLDER MATTERS SECURITY OW(cid:1)ERSHIP OF CERTAI(cid:1) BE(cid:1)EFICIAL OW(cid:1)ERS A(cid:1)D MA(cid:1)AGEME(cid:1)T A(cid:1)D RELATED 13. CERTAI(cid:1) RELATIO(cid:1)SHIPS A(cid:1)D RELATED TRA(cid:1)SACTIO(cid:1)S, A(cid:1)D DIRECTOR I(cid:1)DEPE(cid:1)DE(cid:1)CE 14. PRI(cid:1)CIPAL ACCOU(cid:1)TI(cid:1)G FEES A(cid:1)D SERVICES 15. EXHIBITS, FI(cid:1)A(cid:1)CIAL STATEME(cid:1)T SCHEDULES 16. FORM 10-K SUMMARY SECURITIES EXCHA(cid:1)GE ACT OF 1934 LIST OF COMPA(cid:1)IES A(cid:1)D SUBSIDIARIES DESCRIPTIO(cid:1) OF REGISTRA(cid:1)T’S SECURITIES REGISTERED PURSUA(cid:1)T TO SECTIO(cid:1) 12 OF THE CO(cid:1)SE(cid:1)T OF I(cid:1)DEPE(cid:1)DE(cid:1)T REGISTERED PUBLIC ACCOU(cid:1)TI(cid:1)G FIRM CERTIFICATIO(cid:1) OF THE CHIEF EXECUTIVE OFFICER PURSUA(cid:1)T TO RULE 13a-14(a) /15d-14(a) CERTIFICATIO(cid:1) OF THE CHIEF FI(cid:1)A(cid:1)CIAL OFFICER PURSUA(cid:1)T TO RULE 13a-14(a) /15d-14(a) CERTIFICATIO(cid:1) OF THE CHIEF EXECUTIVE OFFICER A(cid:1)D CHIEF FI(cid:1)A(cid:1)CIAL OFFICER PURSUA(cid:1)T TO 18 U.S.C. SECTIO(cid:1) 1350, AS ADOPTED PURSUA(cid:1)T TO SECTIO(cid:1) 906 OF THE SARBA(cid:1)ES-OXLEY ACT OF 2002 I(cid:1)STA(cid:1)CE DOCUME(cid:1)T SCHEMA DOCUME(cid:1)T CALCULATIO(cid:1) LI(cid:1)KBASE DOCUME(cid:1)T LABELS LI(cid:1)KBASE DOCUME(cid:1)T PRESE(cid:1)TATIO(cid:1) LI(cid:1)KBASE DOCUME(cid:1)T DEFI(cid:1)ITIO(cid:1) LI(cid:1)KBASE DOCUME(cid:1)T 27983be 10K 6 SAFE HARBOR STATEME(cid:1)T U(cid:1)DER THE PRIVATE SECURITIES LITIGATIO(cid:1) REFORM ACT OF 1995 This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. This document may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Some of the forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “potential,” “continued,” “may,” “will,” “should,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of those words or other comparable words. Any forward-looking statements contained in this report including statements related to our outlook for the industry and for our performance for the year 2020 and beyond, are based upon our 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 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 impact of significant competition, including new alternative entrants to the 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, including real estate, merger arbitrage, energy related and private equity investments; the effects of emerging claim and coverage issues; the uncertain nature of damage theories and loss amounts, including claims for cyber security related risks; natural and man-made catastrophic losses, including as a result of terrorist activities; the impact of climate change, which may increase the frequency and severity of catastrophe events; general economic and market activities, including inflation, interest rates and volatility in the credit and capital markets; the impact of conditions in the financial markets and the global economy, and the potential effect of legislative, regulatory, accounting or other initiatives taken in response to it, on our results and financial condition; foreign currency and political risks (including those associated with the United Kingdom's withdrawal from the European Union, or "Brexit") relating to our international operations; our ability to attract and retain key personnel and qualified employees; continued availability of capital and financing; 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 Program Reauthorization Act of 2015 ("TRIPRA"); the ability or willingness of our reinsurers to pay reinsurance recoverables owed to us; other legislative and regulatory developments, including those related to business practices in the insurance industry; credit risk relating to our policyholders, independent agents and brokers; changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; the availability of dividends from our insurance company subsidiaries; potential difficulties with technology and/or cyber security issues; the effectiveness of our controls to ensure compliance with guidelines, policies and legal and regulatory standards; and 3 4 K 0 1 e b 3 8 9 7 2 6 6 27983be 10K 27983be_10K.indd 6 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 27983be 10K 7 7 2 7 9 8 3 b e 1 0 K • other risks detailed in this Form 10-K and from time to time in our other filings with the Securities and Exchange Commission (“SEC”). We describe these risks and uncertainties in greater detail in Item 1A, Risk Factors. These risks and uncertainties could cause our actual results for the year 2020 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. Our future financial performance is dependent upon factors discussed elsewhere in this Form 10-K and our other SEC filings. Forward-looking statements speak only as of the date on which they are made. 5 7 27983be 10K 27983be_10K.indd 7 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 7 2/26/20 12:08 PM PART I ITEM 1. BUSI(cid:1)ESS W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates worldwide in two segments of the property casualty insurance business: • • Insurance - 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 the United Kingdom, Continental Europe, South America, Canada, Mexico, Scandinavia, Asia and Australia. Reinsurance & Monoline Excess - reinsurance business on a facultative and treaty basis, primarily in the United States, the United Kingdom, Continental Europe, Australia, the Asia-Pacific region and South Africa, as well as operations that solely retain risk on an excess basis. Our two reporting segments are each composed of individual operating units that serve a market defined by geography, products, services or industry served. Each of our operating units is positioned close to its customer base and participates in a niche market requiring specialized knowledge. This strategy of decentralized operations allows each of our units to identify and respond quickly and effectively to changing market conditions and specific customer needs, while capitalizing on the benefits of centralized capital, investment and reinsurance management, and corporate actuarial, financial, enterprise risk management and legal staff support. Our business approach is focused on meeting the needs of our customers, maintaining a high quality balance sheet, and allocating capital to our best opportunities. (cid:1)ew businesses are started when opportunities are identified and when the right talent and expertise are found to lead a business. Of our 52 operating units, 45 have been organized and developed internally and seven have been added through acquisition. (cid:1)et premiums written, as reported based on United States generally accepted accounting principles (“GAAP”), for each of our operating segments for each of the past five years were as follows: (In thousands) (cid:1)et premiums written: Reinsurance & Monoline Excess Percentage of net premiums written: Reinsurance & Monoline Excess Insurance Total Insurance Total 2019 2018 2017 2016 2015 Year Ended December 31, $ $ 6,086,009 777,490 6,863,499 $ $ 5,791,905 641,322 6,433,227 $ $ 5,555,515 704,993 6,260,508 $ $ 5,597,147 826,766 6,423,913 $ $ 5,414,261 775,254 6,189,515 88.7% 11.3 100.0% 90.0% 10.0 100.0% 88.7% 11.3 100.0% 87.1% 12.9 100.0% 87.5% 12.5 100.0% Thirty 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). A.M. Best's ratings are based upon factors of concern to policyholders, insurance agents and brokers and are not directed toward the protection of investors. A.M. Best states: “The Financial Strength Rating opinion addresses the relative ability of an insurer to meet its ongoing insurance obligations. The ratings are not assigned to specific insurance policies or contracts and do not address any other risk.” A.M. Best reviews its ratings on a periodic basis, and its ratings of the Company's subsidiaries are therefore subject to change. Our twenty-four 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 sixth highest rating out of twenty-one possible ratings). Our twenty-five insurance company subsidiaries rated by Fitch Ratings ("Fitch") have insurer financial strength ratings of A+ (the seventh highest rating out of twenty-seven possible ratings). 1 • other risks detailed in this Form 10-K and from time to time in our other filings with the Securities and Exchange PART I 8 2 7 9 8 3 b e 1 0 K 27983be 10K 8 Commission (“SEC”). We describe these risks and uncertainties in greater detail in Item 1A, Risk Factors. These risks and uncertainties could cause our actual results for the year 2020 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. Our future financial performance is dependent upon factors discussed elsewhere in this Form 10-K and our other SEC filings. Forward-looking statements speak only as of the date on which they are made. ITEM 1. BUSI(cid:1)ESS W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates worldwide in two segments of the property casualty insurance business: • • Insurance - 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 the United Kingdom, Continental Europe, South America, Canada, Mexico, Scandinavia, Asia and Australia. Reinsurance & Monoline Excess - reinsurance business on a facultative and treaty basis, primarily in the United States, the United Kingdom, Continental Europe, Australia, the Asia-Pacific region and South Africa, as well as operations that solely retain risk on an excess basis. Our two reporting segments are each composed of individual operating units that serve a market defined by geography, products, services or industry served. Each of our operating units is positioned close to its customer base and participates in a niche market requiring specialized knowledge. This strategy of decentralized operations allows each of our units to identify and respond quickly and effectively to changing market conditions and specific customer needs, while capitalizing on the benefits of centralized capital, investment and reinsurance management, and corporate actuarial, financial, enterprise risk management and legal staff support. Our business approach is focused on meeting the needs of our customers, maintaining a high quality balance sheet, and allocating capital to our best opportunities. (cid:1)ew businesses are started when opportunities are identified and when the right talent and expertise are found to lead a business. Of our 52 operating units, 45 have been organized and developed internally and seven have been added through acquisition. (cid:1)et premiums written, as reported based on United States generally accepted accounting principles (“GAAP”), for each of our operating segments for each of the past five years were as follows: (In thousands) (cid:1)et premiums written: Insurance Reinsurance & Monoline Excess Total Percentage of net premiums written: Insurance Reinsurance & Monoline Excess Total 2019 2018 2017 2016 2015 Year Ended December 31, $ $ 6,086,009 777,490 6,863,499 $ $ 5,791,905 641,322 6,433,227 $ $ 5,555,515 704,993 6,260,508 $ $ 5,597,147 826,766 6,423,913 $ $ 5,414,261 775,254 6,189,515 88.7% 11.3 100.0% 90.0% 10.0 100.0% 88.7% 11.3 100.0% 87.1% 12.9 100.0% 87.5% 12.5 100.0% Thirty 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). A.M. Best's ratings are based upon factors of concern to policyholders, insurance agents and brokers and are not directed toward the protection of investors. A.M. Best states: “The Financial Strength Rating opinion addresses the relative ability of an insurer to meet its ongoing insurance obligations. The ratings are not assigned to specific insurance policies or contracts and do not address any other risk.” A.M. Best reviews its ratings on a periodic basis, and its ratings of the Company's subsidiaries are therefore subject to change. Our twenty-four 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 sixth highest rating out of twenty-one possible ratings). Our twenty-five insurance company subsidiaries rated by Fitch Ratings ("Fitch") have insurer financial strength ratings of A+ (the seventh highest rating out of twenty-seven possible ratings). 5 1 8 27983be 10K 27983be_10K.indd 8 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 15:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 2/26/20 3:11 PM 27983be 10K 9 9 2 7 9 8 3 b e 1 0 K The following sections describe our reporting segments and their operating units in greater detail. These operating units Berkley Alliance Managers offers tailored insurance coverages and comprehensive risk management solutions designed to underwrite on behalf of one or more affiliated insurance companies within the group. The operating units are identified 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 operating units. W. R. Berkley Corporation is a Delaware corporation formed in 1970. Insurance Our U.S.-based operating units predominantly underwrite commercial insurance business primarily throughout the United States, although many units offer coverage globally, focusing on the following general areas: Excess & Surplus Lines: A number of our operating units are dedicated to the U.S. excess and surplus lines market. They serve a diverse group of customers that often have complex risk or unique exposures that typically fall outside the underwriting guidelines of the standard insurance market. Lines of business underwritten by our excess and surplus lines operating units include premises operations, commercial automobile, property, products liability, general liability and professional liability lines. Products are generally distributed through wholesale agents and brokers. Industry Specialty: Certain other operating units focus on providing specialty coverages to customers within a particular industry that are best served by underwriters and claims professionals with specialized knowledge of that industry. They offer multiple lines of business with policies tailored to address these unique exposures, often with the flexibility of providing coverages on either an admitted or a non-admitted basis in the U.S., as well as internationally. Each operating unit delivers its products through one or more distribution channels, including retail and wholesale agents, brokers, and managing general agents (MGAs), depending on the customer and the particular risks insured. Product Specialty: Other operating units specialize in providing specific lines of insurance coverage, such as workers’ compensation or professional liability, to a wide range of customers. They offer insurance products, analytical tools and risk management services such as loss control and claims management that enable clients to manage their risk appropriately. Business is typically written on an admitted basis, although some units may offer non-admitted products in the U.S. and offer products internationally. Independent agents and brokers are the primary means of distribution. enhance profitability and reduce susceptibility to loss in four target markets - Design Professionals, Construction Professionals, Accounting Professionals and miscellaneous non-medical Service Professionals. Berkley Aspire provides excess and surplus lines coverage on a national basis to small to medium-sized insureds with low to moderate insurance risk. Its product lines include general liability, liquor liability and some property and inland marine coverage. It serves a limited distribution channel consisting of select Berkley member company agents. Berkley Canada underwrites specialty, casualty and surety lines of business on behalf of the Canadian branch of Berkley Insurance Company. It specializes in commercial casualty and professional liability, and offers a broad portfolio of risk products that include commercial general liability, umbrella, professional liability, directors and officers, commercial property and surety, in addition to niche products for specific industries such as technology, life sciences and travel. Berkley Custom Insurance focuses on the excess casualty insurance market and offers umbrella and excess liability coverages to clients from the small/middle market to Fortune 1000 companies in target classes of business including construction, manufacturing, retail/wholesale trade, finance, real estate, public entities and oil & gas. Berkley Cyber Risk Solutions focuses on insurance and risk management products that respond to the changing cyber security vulnerabilities of organizations around the world. It offers specialty commercial cyber insurance coverages on a worldwide basis to clients of all sizes. Berkley Entertainment underwrites property casualty insurance products, both on an admitted and non-admitted basis, for clients in the entertainment industry and sports-related organizations. Berkley Environmental underwrites casualty and specialty environmental products for environmental customers including contractors, consultants, property owners and facilities operators. Berkley FinSecure serves the insurance needs of companies in the financial services industry. It offers a comprehensive range of property, casualty, professional liability, and specialty lines insurance products. Its Berkley crime division provides crime and fidelity related insurance products for commercial organizations, financial institutions and governmental entities. Berkley Fire & Marine offers a broad range of preferred inland marine and related property risks and services to Regional: Certain operating units offer standard insurance products and services focused on meeting the specific needs of customers throughout the United States. Products are distributed through independent agents and brokers. a geographically differentiated customer base. Key clients of these units are small-to-midsized businesses. These regionally focused operating units provide a broad array of commercial insurance products to customers primarily in 45 states and the District of Columbia and have developed expertise in niches that reflect local economies. They are organized geographically in order to provide them with the flexibility to adapt quickly to local market conditions and customer needs. In addition, through our non-U.S. insurance operating units, we write business in more than 60 countries worldwide, with branches or offices in 29 locations outside the United States, including the United Kingdom, Continental Europe, South America, Canada, Mexico, Scandinavia, Asia and Australia. In each of our operating territories, we have built decentralized structures that allow products and services to be tailored to each regional customer base. Our businesses are managed by teams of professionals with expertise in local markets and knowledge of regional environments. In addition to providing insurance products, certain operating units also provide a wide variety of fee-based services, including claims, administrative and consulting services. Operating units comprising the Insurance segment are as follows: Acadia Insurance is a (cid:1)ortheast regional property casualty underwriter offering a broad portfolio of products exclusively through local independent agents in Connecticut, Maine, Massachusetts, (cid:1)ew Hampshire, (cid:1)ew York and Vermont. In addition to its general offerings, Acadia has specialized expertise in insuring regional industries such as construction, lumber, fishing and transportation. Admiral Insurance provides excess and surplus lines coverage for commercial risks that generally consist of hard-to- place, specialized risks that involve moderate to high degrees of hazard. In both general liability and professional lines, Admiral has a broad line of products to meet the needs of existing as well as emerging opportunities. The distribution of products is limited solely to wholesale brokers. Berkley Accident and Health underwrites accident and health insurance and reinsurance products in four primary areas: medical stop loss, managed care, special risk and group captive. It has a diversified product and service portfolio serving a range of clients from small employers, health care organizations, and membership groups to Fortune 500 companies. Berkley Agribusiness offers insurance for larger commercial risks across the United States involved in the supply, storage, handling, processing and distribution of commodities related to the agriculture and food industries. 2 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. Berkley Healthcare underwrites customized, comprehensive insurance solutions for the full spectrum of healthcare providers. Through Berkley Med, it offers a wide range of medical professional coverages. Through Berkley Healthcare Financial Lines, it offers a comprehensive suite of financial lines coverages. Berkley Human Services provides property casualty insurance coverages to human services organizations, including nonprofit and for-profit organizations, public schools, sports and recreational organizations, and special 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 Industrial specializes in mono-line workers’ compensation coverage for mining and mining related and high hazard industries in select states. Berkley Insurance Asia underwrites specialty commercial insurance coverages to clients in (cid:1)orth Asia and Southeast Asia through offices in Hong Kong, Singapore, Labuan and Shanghai. Berkley Insurance Australia underwrites general insurance business in Australia, including professional indemnity insurance for companies of all sizes. Berkley Latinoamérica is a leading provider of 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 Life Sciences offers a comprehensive spectrum of property casualty products to the life sciences industry on a global basis, including both primary and excess liability coverages. It serves pharmaceutical and biotech companies, medical device companies, dietary supplement companies, medical and research related software developers, contract research and manufacturing organizations, research institutions and organizations, and other related businesses. K 0 1 e b 3 8 9 7 2 9 3 9 27983be 10K 27983be_10K.indd 9 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 27983be 10K 10 1 0 2 7 9 8 3 b e 1 0 K The following sections describe our reporting segments and their operating units in greater detail. These operating units underwrite on behalf of one or more affiliated insurance companies within the group. The operating units are identified 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 operating units. W. R. Berkley Corporation is a Delaware corporation formed in 1970. Insurance Our U.S.-based operating units predominantly underwrite commercial insurance business primarily throughout the United States, although many units offer coverage globally, focusing on the following general areas: Excess & Surplus Lines: A number of our operating units are dedicated to the U.S. excess and surplus lines market. They serve a diverse group of customers that often have complex risk or unique exposures that typically fall outside the underwriting guidelines of the standard insurance market. Lines of business underwritten by our excess and surplus lines operating units include premises operations, commercial automobile, property, products liability, general liability and professional liability lines. Products are generally distributed through wholesale agents and brokers. Industry Specialty: Certain other operating units focus on providing specialty coverages to customers within a particular industry that are best served by underwriters and claims professionals with specialized knowledge of that industry. They offer multiple lines of business with policies tailored to address these unique exposures, often with the flexibility of providing coverages on either an admitted or a non-admitted basis in the U.S., as well as internationally. Each operating unit delivers its products through one or more distribution channels, including retail and wholesale agents, brokers, and managing general agents Berkley Alliance Managers offers tailored insurance coverages and comprehensive risk management solutions designed to enhance profitability and reduce susceptibility to loss in four target markets - Design Professionals, Construction Professionals, Accounting Professionals and miscellaneous non-medical Service Professionals. Berkley Aspire provides excess and surplus lines coverage on a national basis to small to medium-sized insureds with low to moderate insurance risk. Its product lines include general liability, liquor liability and some property and inland marine coverage. It serves a limited distribution channel consisting of select Berkley member company agents. Berkley Canada underwrites specialty, casualty and surety lines of business on behalf of the Canadian branch of Berkley Insurance Company. It specializes in commercial casualty and professional liability, and offers a broad portfolio of risk products that include commercial general liability, umbrella, professional liability, directors and officers, commercial property and surety, in addition to niche products for specific industries such as technology, life sciences and travel. Berkley Custom Insurance focuses on the excess casualty insurance market and offers umbrella and excess liability coverages to clients from the small/middle market to Fortune 1000 companies in target classes of business including construction, manufacturing, retail/wholesale trade, finance, real estate, public entities and oil & gas. Berkley Cyber Risk Solutions focuses on insurance and risk management products that respond to the changing cyber security vulnerabilities of organizations around the world. It offers specialty commercial cyber insurance coverages on a worldwide basis to clients of all sizes. Berkley Entertainment underwrites property casualty insurance products, both on an admitted and non-admitted basis, for clients in the entertainment industry and sports-related organizations. (MGAs), depending on the customer and the particular risks insured. Berkley Environmental underwrites casualty and specialty environmental products for environmental customers including Product Specialty: Other operating units specialize in providing specific lines of insurance coverage, such as workers’ compensation or professional liability, to a wide range of customers. They offer insurance products, analytical tools and risk management services such as loss control and claims management that enable clients to manage their risk appropriately. Business is typically written on an admitted basis, although some units may offer non-admitted products in the U.S. and offer products internationally. Independent agents and brokers are the primary means of distribution. contractors, consultants, property owners and facilities operators. Berkley FinSecure serves the insurance needs of companies in the financial services industry. It offers a comprehensive range of property, casualty, professional liability, and specialty lines insurance products. Its Berkley crime division provides crime and fidelity related insurance products for commercial organizations, financial institutions and governmental entities. Berkley Fire & Marine offers a broad range of preferred inland marine and related property risks and services to Regional: Certain operating units offer standard insurance products and services focused on meeting the specific needs of customers throughout the United States. Products are distributed through independent agents and brokers. a geographically differentiated customer base. Key clients of these units are small-to-midsized businesses. These regionally focused operating units provide a broad array of commercial insurance products to customers primarily in 45 states and the District of Columbia and have developed expertise in niches that reflect local economies. They are organized geographically in order to provide them with the flexibility to adapt quickly to local market conditions and customer needs. In addition, through our non-U.S. insurance operating units, we write business in more than 60 countries worldwide, with branches or offices in 29 locations outside the United States, including the United Kingdom, Continental Europe, South America, Canada, Mexico, Scandinavia, Asia and Australia. In each of our operating territories, we have built decentralized structures that allow products and services to be tailored to each regional customer base. Our businesses are managed by teams of professionals with expertise in local markets and knowledge of regional environments. In addition to providing insurance products, certain operating units also provide a wide variety of fee-based services, including claims, administrative and consulting services. Operating units comprising the Insurance segment are as follows: Acadia Insurance is a (cid:1)ortheast regional property casualty underwriter offering a broad portfolio of products exclusively through local independent agents in Connecticut, Maine, Massachusetts, (cid:1)ew Hampshire, (cid:1)ew York and Vermont. In addition to 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. Berkley Healthcare underwrites customized, comprehensive insurance solutions for the full spectrum of healthcare providers. Through Berkley Med, it offers a wide range of medical professional coverages. Through Berkley Healthcare Financial Lines, it offers a comprehensive suite of financial lines coverages. Berkley Human Services provides property casualty insurance coverages to human services organizations, including nonprofit and for-profit organizations, public schools, sports and recreational organizations, and special 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 Industrial specializes in mono-line workers’ compensation coverage for mining and mining related and high hazard industries in select states. Berkley Insurance Asia underwrites specialty commercial insurance coverages to clients in (cid:1)orth Asia and Southeast Asia through offices in Hong Kong, Singapore, Labuan and Shanghai. its general offerings, Acadia has specialized expertise in insuring regional industries such as construction, lumber, fishing and Berkley Insurance Australia underwrites general insurance business in Australia, including professional indemnity transportation. insurance for companies of all sizes. Admiral Insurance provides excess and surplus lines coverage for commercial risks that generally consist of hard-to- place, specialized risks that involve moderate to high degrees of hazard. In both general liability and professional lines, Admiral has a broad line of products to meet the needs of existing as well as emerging opportunities. The distribution of products is Berkley Latinoamérica is a leading provider of 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. limited solely to wholesale brokers. Berkley Accident and Health underwrites accident and health insurance and reinsurance products in four primary areas: medical stop loss, managed care, special risk and group captive. It has a diversified product and service portfolio serving a range of clients from small employers, health care organizations, and membership groups to Fortune 500 companies. Berkley Agribusiness offers insurance for larger commercial risks across the United States involved in the supply, storage, handling, processing and distribution of commodities related to the agriculture and food industries. Berkley Life Sciences offers a comprehensive spectrum of property casualty products to the life sciences industry on a global basis, including both primary and excess liability coverages. It serves pharmaceutical and biotech companies, medical device companies, dietary supplement companies, medical and research related software developers, contract research and manufacturing organizations, research institutions and organizations, and other related businesses. 2 3 10 27983be 10K 27983be_10K.indd 10 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 0 1 2/26/20 12:08 PM 27983be 10K 11 1 1 2 7 9 8 3 b e 1 0 K Berkley Luxury Group provides commercial package insurance programs for high-end cooperative, condominium, and Continental Western Group is a Midwest regional property and casualty insurance operation based in Des Moines, Iowa, quality rental apartment buildings and upscale restaurants in the (cid:1)ew York, (cid:1)ew Jersey, Chicago and Washington, D.C. metropolitan markets, as well as other select markets. Berkley Mid-Atlantic Group provides commercial property casualty coverages to a wide variety of businesses in Delaware, the District of Columbia, Maryland, Ohio, Pennsylvania, and Virginia. Focusing on middle market accounts, it complements its standard writings with specialized products in areas such as construction. Berkley (cid:1)et Underwriters focuses on small and medium-sized commercial risks, using a web-based system to allow producers to quote, bind and service workers' compensation insurance products on behalf of Berkley member insurance companies. Berkley (cid:1)et Underwriters also manages Berkley's assigned risk servicing carrier operations. Berkley (cid:1)orth Pacific provides local underwriting, claims and risk management services for businesses in the (cid:1)orthwest. It operates with a select group of agents in Idaho, Montana, Oregon, Utah and Washington to sell and service property and casualty policies for larger middle-market standard businesses and specialty lines, such as construction, restaurants and manufacturing. Berkley Offshore Underwriting Managers is a specialist global underwriter of energy and marine risks. Its three divisions provide specialty insurance products in the energy upstream, energy liability and marine sectors. Berkley Oil & Gas provides property casualty products and risk services to the United States energy sector. Its customer base includes risks of all sizes that work in the oil patch, including operators, drillers, geophysical contractors, well-servicing contractors, and manufacturers/distributors of oil field products, as well as those in the renewable energy sector. Berkley One provides a customizable suite of personal lines insurance solutions including home, condo/co-op, auto, liability and collectibles. Berkley One targets high net worth individuals and families with sophisticated risk management needs. Berkley Professional Liability specializes in professional liability insurance for publicly-traded and private entities on a worldwide basis. Its liability coverages include directors and officers, errors and omissions, fiduciary, employment practices, and sponsored insurance agents' errors and omissions. Berkley Transactional, a division of Berkley Professional Liability, underwrites a full suite of transactional insurance products, including representations and warranties insurance, tax opinion insurance and contingency liability insurance. Berkley Program Specialists is a program management company offering both admitted and non-admitted insurance support on a nationwide basis for commercial casualty and property program administrators with specialized insurance expertise. Its book is built around blocks of homogeneous business, or programs, allowing for efficient processes, effective oversight of existing programs and sound implementation of new programs. providing underwriting and risk management services to a broad array of regional businesses in thirteen Midwest states. In addition to its generalist portfolio, Continental Western offers specialty underwriting solutions for diversified agriculture, construction, light manufacturing, transportation, volunteer fire departments, rural utilities and public entities. Gemini Transportation is a national provider of excess liability insurance for various domestic surface transportation businesses, including the railroad industry as well as the trucking, busing and other industries that use rubber-wheeled vehicles for over-the-road use. It includes Berkley Prime Transportation, which leverages analytics and technology to provide quality products and responsive service to the commercial transportation industry. Intrepid Direct offers business coverages to franchise restaurants, auto service and repair garages, junk hauler franchisors and gym and fitness franchises on a direct basis. Key Risk provides workers' compensation insurance to middle market accounts in several niches that appreciate expertise and exceptional service. The unit operates two business units; one focused on middle market accounts located primarily in the mid-Atlantic and southeastern United States and one focused on national temporary staffing and United States Longshoreman & Harbor Act (USL&H) specialty programs. Its products are distributed by a select group of independent retail agents and wholesale brokers located through the United States. (cid:1)autilus Insurance Group insures excess and surplus lines risks for small to medium-sized commercial risks with low to moderate susceptibility to loss. It writes commercial excess and surplus lines business nationwide and admitted lines commercial business in a limited number of states. A substantial portion of (cid:1)autilus' business is written through its close, long-standing network of general agents, who are chosen on a highly selective basis. Preferred Employers Insurance focuses exclusively on workers' compensation products and services for businesses in California. It serves over 18,000 customers covering a broad spectrum of industries throughout the state. Union Standard offers preferred commercial property and casualty insurance products and services to a wide range of small to medium size commercial entities through independent agents in Arizona, Arkansas, (cid:1)ew Mexico, Oklahoma and Texas. Vela Insurance Services specializes in commercial casualty insurance on an excess and surplus lines basis. Its primary focus is on general liability insurance for construction, manufacturing and general casualty clients as well as products liability and miscellaneous professional liability coverages distributed through wholesale insurance brokers. Verus Underwriting Managers offers general liability, professional liability and property coverages for small to mid-sized commercial risks in the excess and surplus lines insurance market through a select group of appointed wholesale brokers and agents. Berkley Public Entity specializes in providing excess coverage and services to individual governmental and scholastic W R B Europe is comprised of specialist operating units offering a focused range of insurance products to markets in entities and intergovernmental risk sharing groups. Products include general liability, automobile liability, law enforcement liability, public officials and educator's legal liability, employment practices liability, incidental medical, property and crime. Berkley Risk provides at-risk and alternative risk insurance program management services for a broad range of groups and individuals including public entity pools, professional associations, captives and self-insured clients. As a third party administrator, it manages workers’ compensation, liability and property claims nationwide. Berkley Select specializes in underwriting professional liability insurance on a surplus lines basis for law firms and accounting firms through a limited number of brokers. It also offers executive and professional liability products, including directors and officers liability, errors and omissions, and employment practices liability, to small to middle market privately held and not for profit customers on both an admitted and surplus lines basis. Berkley Southeast offers a wide array of commercial lines products in six southeastern states: Alabama, Georgia, Mississippi, (cid:1)orth Carolina, South Carolina and Tennessee, specializing in small to mid-sized accounts. Berkley Surety provides a full spectrum of surety bonds for construction, environmental and commercial surety accounts in the U.S. and Canada, through an independent agency and broker platform across 18 field locations. Berkley Technology Underwriters provides a broad range of first and third-party insurance programs for technology exposures and technology industries on both a local and global basis. Carolina Casualty is a national provider of primary commercial insurance products and services to the transportation industry. It underwrites on an admitted basis in all 50 states and the District of Columbia. Continental Europe and (cid:1)ordic countries. W / R / B Underwriting provides a broad range of leading insurance products to the Lloyd's marketplace, with a concentration in specialist classes of business including property, professional indemnity, crisis management, and asset protection. 4 11 27983be 10K 27983be_10K.indd 11 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 1 2/26/20 12:08 PM 5 27983be 10K 12 Berkley Luxury Group provides commercial package insurance programs for high-end cooperative, condominium, and quality rental apartment buildings and upscale restaurants in the (cid:1)ew York, (cid:1)ew Jersey, Chicago and Washington, D.C. metropolitan markets, as well as other select markets. Berkley Mid-Atlantic Group provides commercial property casualty coverages to a wide variety of businesses in 1 2 2 7 9 8 3 b e 1 0 K Continental Western Group is a Midwest regional property and casualty insurance operation based in Des Moines, Iowa, providing underwriting and risk management services to a broad array of regional businesses in thirteen Midwest states. In addition to its generalist portfolio, Continental Western offers specialty underwriting solutions for diversified agriculture, construction, light manufacturing, transportation, volunteer fire departments, rural utilities and public entities. Delaware, the District of Columbia, Maryland, Ohio, Pennsylvania, and Virginia. Focusing on middle market accounts, it Gemini Transportation is a national provider of excess liability insurance for various domestic surface transportation complements its standard writings with specialized products in areas such as construction. Berkley (cid:1)et Underwriters focuses on small and medium-sized commercial risks, using a web-based system to allow producers to quote, bind and service workers' compensation insurance products on behalf of Berkley member insurance companies. Berkley (cid:1)et Underwriters also manages Berkley's assigned risk servicing carrier operations. Berkley (cid:1)orth Pacific provides local underwriting, claims and risk management services for businesses in the (cid:1)orthwest. It operates with a select group of agents in Idaho, Montana, Oregon, Utah and Washington to sell and service property and casualty policies for larger middle-market standard businesses and specialty lines, such as construction, restaurants and manufacturing. Berkley Offshore Underwriting Managers is a specialist global underwriter of energy and marine risks. Its three divisions provide specialty insurance products in the energy upstream, energy liability and marine sectors. Berkley Oil & Gas provides property casualty products and risk services to the United States energy sector. Its customer base includes risks of all sizes that work in the oil patch, including operators, drillers, geophysical contractors, well-servicing contractors, and manufacturers/distributors of oil field products, as well as those in the renewable energy sector. Berkley One provides a customizable suite of personal lines insurance solutions including home, condo/co-op, auto, liability and collectibles. Berkley One targets high net worth individuals and families with sophisticated risk management needs. Berkley Professional Liability specializes in professional liability insurance for publicly-traded and private entities on a worldwide basis. Its liability coverages include directors and officers, errors and omissions, fiduciary, employment practices, and sponsored insurance agents' errors and omissions. Berkley Transactional, a division of Berkley Professional Liability, underwrites a full suite of transactional insurance products, including representations and warranties insurance, tax opinion insurance and contingency liability insurance. Berkley Program Specialists is a program management company offering both admitted and non-admitted insurance businesses, including the railroad industry as well as the trucking, busing and other industries that use rubber-wheeled vehicles for over-the-road use. It includes Berkley Prime Transportation, which leverages analytics and technology to provide quality products and responsive service to the commercial transportation industry. Intrepid Direct offers business coverages to franchise restaurants, auto service and repair garages, junk hauler franchisors and gym and fitness franchises on a direct basis. Key Risk provides workers' compensation insurance to middle market accounts in several niches that appreciate expertise and exceptional service. The unit operates two business units; one focused on middle market accounts located primarily in the mid-Atlantic and southeastern United States and one focused on national temporary staffing and United States Longshoreman & Harbor Act (USL&H) specialty programs. Its products are distributed by a select group of independent retail agents and wholesale brokers located through the United States. (cid:1)autilus Insurance Group insures excess and surplus lines risks for small to medium-sized commercial risks with low to moderate susceptibility to loss. It writes commercial excess and surplus lines business nationwide and admitted lines commercial business in a limited number of states. A substantial portion of (cid:1)autilus' business is written through its close, long-standing network of general agents, who are chosen on a highly selective basis. Preferred Employers Insurance focuses exclusively on workers' compensation products and services for businesses in California. It serves over 18,000 customers covering a broad spectrum of industries throughout the state. Union Standard offers preferred commercial property and casualty insurance products and services to a wide range of small to medium size commercial entities through independent agents in Arizona, Arkansas, (cid:1)ew Mexico, Oklahoma and Texas. Vela Insurance Services specializes in commercial casualty insurance on an excess and surplus lines basis. Its primary focus is on general liability insurance for construction, manufacturing and general casualty clients as well as products liability and miscellaneous professional liability coverages distributed through wholesale insurance brokers. support on a nationwide basis for commercial casualty and property program administrators with specialized insurance expertise. Verus Underwriting Managers offers general liability, professional liability and property coverages for small to mid-sized Its book is built around blocks of homogeneous business, or programs, allowing for efficient processes, effective oversight of existing programs and sound implementation of new programs. commercial risks in the excess and surplus lines insurance market through a select group of appointed wholesale brokers and agents. Berkley Public Entity specializes in providing excess coverage and services to individual governmental and scholastic W R B Europe is comprised of specialist operating units offering a focused range of insurance products to markets in entities and intergovernmental risk sharing groups. Products include general liability, automobile liability, law enforcement Continental Europe and (cid:1)ordic countries. liability, public officials and educator's legal liability, employment practices liability, incidental medical, property and crime. Berkley Risk provides at-risk and alternative risk insurance program management services for a broad range of groups and individuals including public entity pools, professional associations, captives and self-insured clients. As a third party administrator, it manages workers’ compensation, liability and property claims nationwide. Berkley Select specializes in underwriting professional liability insurance on a surplus lines basis for law firms and accounting firms through a limited number of brokers. It also offers executive and professional liability products, including directors and officers liability, errors and omissions, and employment practices liability, to small to middle market privately held and not for profit customers on both an admitted and surplus lines basis. Berkley Southeast offers a wide array of commercial lines products in six southeastern states: Alabama, Georgia, Mississippi, (cid:1)orth Carolina, South Carolina and Tennessee, specializing in small to mid-sized accounts. Berkley Surety provides a full spectrum of surety bonds for construction, environmental and commercial surety accounts in the U.S. and Canada, through an independent agency and broker platform across 18 field locations. Berkley Technology Underwriters provides a broad range of first and third-party insurance programs for technology exposures and technology industries on both a local and global basis. Carolina Casualty is a national provider of primary commercial insurance products and services to the transportation industry. It underwrites on an admitted basis in all 50 states and the District of Columbia. W / R / B Underwriting provides a broad range of leading insurance products to the Lloyd's marketplace, with a concentration in specialist classes of business including property, professional indemnity, crisis management, and asset protection. 4 5 12 27983be 10K 27983be_10K.indd 12 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 2 1 2/26/20 12:08 PM 1 3 2 7 9 8 3 b e 1 0 K The following table sets forth the percentage of gross premiums written by each Insurance operating unit: The following table sets forth percentages of gross premiums written, by line, by our Insurance operations: 27983be 10K 13 Acadia Insurance Admiral Insurance Berkley Accident and Health Berkley Agribusiness Berkley Alliance Managers Berkley Aspire Berkley Canada Berkley Custom Insurance Berkley Cyber Risk Solutions Berkley Entertainment Berkley Environmental Berkley FinSecure Berkley Fire & Marine Berkley Global Product Recall Management Berkley Healthcare Berkley Human Services Berkley Industrial Berkley Insurance Asia Berkley Insurance Australia Berkley Latinoamérica Berkley Life Sciences Berkley Luxury Group Berkley Mid-Atlantic Group Berkley (cid:1)et Underwriters Berkley (cid:1)orth Pacific Berkley Offshore Underwriting Managers Berkley Oil & Gas Berkley One Berkley Professional Liability Berkley Program Specialists Berkley Public Entity Berkley Risk Berkley Select Berkley Southeast Berkley Surety Berkley Technology Underwriters Carolina Casualty Continental Western Group Gemini Transportation Intrepid Direct Key Risk (cid:1)autilus Insurance Group Preferred Employers Insurance Union Standard Vela Insurance Services Verus Underwriting Managers WRB Europe W/R/B Underwriting Other Total 2019 5.9% 5.9 5.7 1.1 3.0 0.4 1.0 3.1 0.3 2.7 4.9 0.9 0.7 0.5 1.6 0.8 0.9 0.6 1.2 3.6 0.7 1.3 1.2 3.0 0.8 1.2 4.1 0.3 2.9 1.1 0.4 0.3 2.8 2.0 1.2 0.7 0.7 2.6 2.9 0.5 2.7 4.8 2.4 2.1 2.8 0.8 1.4 4.5 3.0 100.0% 6 Year Ended December 31, 2017 7.0% 5.8 4.9 1.2 2.0 0.3 0.9 2.6 0.1 2.2 4.7 1.0 0.5 0.3 1.1 0.7 0.8 0.2 1.0 4.9 0.8 1.4 1.1 6.8 1.5 1.1 2.7 — 1.6 1.3 0.5 0.3 3.5 1.9 1.2 0.7 0.4 3.9 2.1 0.1 2.8 5.2 2.9 2.8 3.1 0.9 1.8 3.2 2.2 100.0% 2016 6.9% 5.7 4.5 1.1 1.5 0.3 0.8 2.7 — 2.1 4.2 0.9 0.4 0.2 1.0 0.7 0.7 — 1.1 4.2 0.8 1.3 1.2 8.2 1.6 1.1 2.8 — 1.6 1.2 0.5 0.2 4.0 2.0 1.2 0.6 0.6 4.1 1.9 — 2.7 5.1 2.6 2.7 4.0 0.9 1.8 4.1 2.2 100.0% 2018 6.7% 5.8 5.7 1.2 2.6 0.3 1.0 2.7 0.2 2.6 5.1 0.9 0.6 0.5 1.2 0.8 0.9 0.4 1.2 4.2 0.8 1.4 1.2 5.0 1.2 1.1 3.6 0.2 1.9 1.1 0.4 0.2 3.2 2.0 1.3 0.7 0.5 3.5 2.3 0.3 2.9 5.0 2.5 2.7 2.6 0.9 1.9 3.5 1.5 100.0% 13 27983be 10K 27983be_10K.indd 13 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be Other liability Short-tail lines (1) Workers' compensation Professional liability Commercial auto Total Year Ended December 31, 2019 33.9% 23.5 17.8 13.3 11.5 2018 32.4% 23.5 20.6 12.0 11.5 2017 31.4% 23.5 22.7 11.2 11.2 2016 31.4% 23.6 23.4 11.0 10.6 2015 30.1% 24.8 23.8 9.7 11.6 100.0% 100.0% 100.0% 100.0% 100.0% ___________________ (1) Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler and machinery and other lines. Reinsurance & Monoline Excess We provide other insurance companies and self-insureds with assistance in managing their net risk through reinsurance on either a portfolio basis, through treaty reinsurance, or on an individual basis, through facultative reinsurance. Operating units comprising the Reinsurance & Monoline Excess segment are as follows: Berkley Re America provides treaty and facultative reinsurance solutions on a variety of product lines through reinsurance brokers to companies whose primary operations are within the United States and Canada. Berkley Re Asia Pacific provides property and casualty reinsurance to the Asia Pacific marketplace. With offices in Brisbane, Melbourne, Sydney, Beijing, Hong Kong, Labuan and Singapore, each branch focuses on excess of loss reinsurance, targeting both property and casualty treaty and facultative contracts, through multiple distribution channels. Berkley Re Solutions is a direct casualty facultative reinsurance underwriter serving clients through a nationwide network of regional offices. Its facultative reinsurance products include automatic, semi-automatic and individual risk assumed reinsurance. It also provides its customers with turnkey products such as cyber, employment practices liability insurance ("EPLI"), and liquor liability insurance to help enhance their clients' product offerings, along with underwriting, claims, and actuarial consultation. Berkley Re UK writes international property casualty treaty accounts. Its territorial scope includes reinsured clients domiciled in the United Kingdom, Europe, Africa, the Middle East and the Caribbean. Lloyd's Syndicate 2791 Participation represents the Company's minority participation in a Lloyd's syndicate that writes a broad range of mainly short-tail classes of business. Midwest Employers Casualty provides excess workers' compensation insurance products to individual employers, groups and workers' compensation insurance companies across the United States. Its workers' compensation excess of loss products include self-insured excess of loss coverages and large deductible policies. Through its relationship with Berkley (cid:1)et Underwriters, Midwest Employers Casualty also offers multi-state coverage for group self-insureds. It has developed sophisticated, proprietary analytical tools and risk management services designed to help its insureds lower their total cost of risk. 2015 6.9% 5.0 3.8 0.9 0.7 0.4 0.6 2.9 — 2.0 3.8 1.0 0.3 — 1.0 0.6 0.8 — 0.8 4.8 0.8 1.3 1.8 4.1 1.7 1.4 3.3 — 1.8 1.2 0.5 4.1 4.1 2.4 1.3 0.5 1.3 4.1 1.1 — 2.9 4.8 2.5 2.7 3.4 0.9 1.9 5.6 2.5 100.0% K 0 1 e b 3 8 9 7 2 3 1 2/26/20 12:08 PM 7 The following table sets forth the percentage of gross premiums written by each Insurance operating unit: Year Ended December 31, 2019 5.9% 2018 6.7% 2017 7.0% 2016 6.9% 2015 6.9% 1 4 2 7 9 8 3 b e 1 0 K Berkley Global Product Recall Management Acadia Insurance Admiral Insurance Berkley Accident and Health Berkley Agribusiness Berkley Alliance Managers Berkley Aspire Berkley Canada Berkley Custom Insurance Berkley Cyber Risk Solutions Berkley Entertainment Berkley Environmental Berkley FinSecure Berkley Fire & Marine Berkley Healthcare Berkley Human Services Berkley Industrial Berkley Insurance Asia Berkley Insurance Australia Berkley Latinoamérica Berkley Life Sciences Berkley Luxury Group Berkley Mid-Atlantic Group Berkley (cid:1)et Underwriters Berkley (cid:1)orth Pacific Berkley Oil & Gas Berkley One Berkley Professional Liability Berkley Program Specialists Berkley Public Entity Berkley Risk Berkley Select Berkley Southeast Berkley Surety Berkley Technology Underwriters Carolina Casualty Continental Western Group Gemini Transportation Intrepid Direct Key Risk (cid:1)autilus Insurance Group Preferred Employers Insurance Union Standard Vela Insurance Services Verus Underwriting Managers WRB Europe W/R/B Underwriting Other Total Berkley Offshore Underwriting Managers 5.9 5.7 1.1 3.0 0.4 1.0 3.1 0.3 2.7 4.9 0.9 0.7 0.5 1.6 0.8 0.9 0.6 1.2 3.6 0.7 1.3 1.2 3.0 0.8 1.2 4.1 0.3 2.9 1.1 0.4 0.3 2.8 2.0 1.2 0.7 0.7 2.6 2.9 0.5 2.7 4.8 2.4 2.1 2.8 0.8 1.4 4.5 3.0 5.8 5.7 1.2 2.6 0.3 1.0 2.7 0.2 2.6 5.1 0.9 0.6 0.5 1.2 0.8 0.9 0.4 1.2 4.2 0.8 1.4 1.2 5.0 1.2 1.1 3.6 0.2 1.9 1.1 0.4 0.2 3.2 2.0 1.3 0.7 0.5 3.5 2.3 0.3 2.9 5.0 2.5 2.7 2.6 0.9 1.9 3.5 1.5 5.8 4.9 1.2 2.0 0.3 0.9 2.6 0.1 2.2 4.7 1.0 0.5 0.3 1.1 0.7 0.8 0.2 1.0 4.9 0.8 1.4 1.1 6.8 1.5 1.1 2.7 — 1.6 1.3 0.5 0.3 3.5 1.9 1.2 0.7 0.4 3.9 2.1 0.1 2.8 5.2 2.9 2.8 3.1 0.9 1.8 3.2 2.2 5.7 4.5 1.1 1.5 0.3 0.8 2.7 — 2.1 4.2 0.9 0.4 0.2 1.0 0.7 0.7 — 1.1 4.2 0.8 1.3 1.2 8.2 1.6 1.1 2.8 — 1.6 1.2 0.5 0.2 4.0 2.0 1.2 0.6 0.6 4.1 1.9 — 2.7 5.1 2.6 2.7 4.0 0.9 1.8 4.1 2.2 5.0 3.8 0.9 0.7 0.4 0.6 2.9 — 2.0 3.8 1.0 0.3 — 1.0 0.6 0.8 — 0.8 4.8 0.8 1.3 1.8 4.1 1.7 1.4 3.3 — 1.8 1.2 0.5 4.1 4.1 2.4 1.3 0.5 1.3 4.1 1.1 — 2.9 4.8 2.5 2.7 3.4 0.9 1.9 5.6 2.5 100.0% 100.0% 100.0% 100.0% 100.0% 27983be 10K 14 The following table sets forth percentages of gross premiums written, by line, by our Insurance operations: Other liability Short-tail lines (1) Workers' compensation Professional liability Commercial auto Total Year Ended December 31, 2019 33.9% 23.5 17.8 13.3 11.5 2018 32.4% 23.5 20.6 12.0 11.5 2017 31.4% 23.5 22.7 11.2 11.2 2016 31.4% 23.6 23.4 11.0 10.6 2015 30.1% 24.8 23.8 9.7 11.6 100.0% 100.0% 100.0% 100.0% 100.0% ___________________ (1) Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler and machinery and other lines. Reinsurance & Monoline Excess We provide other insurance companies and self-insureds with assistance in managing their net risk through reinsurance on either a portfolio basis, through treaty reinsurance, or on an individual basis, through facultative reinsurance. Operating units comprising the Reinsurance & Monoline Excess segment are as follows: Berkley Re America provides treaty and facultative reinsurance solutions on a variety of product lines through reinsurance brokers to companies whose primary operations are within the United States and Canada. Berkley Re Asia Pacific provides property and casualty reinsurance to the Asia Pacific marketplace. With offices in Brisbane, Melbourne, Sydney, Beijing, Hong Kong, Labuan and Singapore, each branch focuses on excess of loss reinsurance, targeting both property and casualty treaty and facultative contracts, through multiple distribution channels. Berkley Re Solutions is a direct casualty facultative reinsurance underwriter serving clients through a nationwide network of regional offices. Its facultative reinsurance products include automatic, semi-automatic and individual risk assumed reinsurance. It also provides its customers with turnkey products such as cyber, employment practices liability insurance ("EPLI"), and liquor liability insurance to help enhance their clients' product offerings, along with underwriting, claims, and actuarial consultation. Berkley Re UK writes international property casualty treaty accounts. Its territorial scope includes reinsured clients domiciled in the United Kingdom, Europe, Africa, the Middle East and the Caribbean. Lloyd's Syndicate 2791 Participation represents the Company's minority participation in a Lloyd's syndicate that writes a broad range of mainly short-tail classes of business. Midwest Employers Casualty provides excess workers' compensation insurance products to individual employers, groups and workers' compensation insurance companies across the United States. Its workers' compensation excess of loss products include self-insured excess of loss coverages and large deductible policies. Through its relationship with Berkley (cid:1)et Underwriters, Midwest Employers Casualty also offers multi-state coverage for group self-insureds. It has developed sophisticated, proprietary analytical tools and risk management services designed to help its insureds lower their total cost of risk. 6 7 14 27983be 10K 27983be_10K.indd 14 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 4 1 2/26/20 12:08 PM 27983be 10K 15 1 5 2 7 9 8 3 b e 1 0 K The following table sets forth the percentages of gross premiums written by each Reinsurance & Monoline Excess operating unit: Berkley Re America Berkley Re Asia Pacific Berkley Re Solutions Berkley Re UK Lloyd's Syndicate 2791 Participation Midwest Employers Casualty Other Total 2019 2018 2017 2016 2015 Year Ended December 31, 34.2% 31.7% 41.0% 53.1% 12.0 12.2 15.3 4.8 21.5 — 11.2 10.7 16.8 5.1 24.5 — 9.8 10.0 12.3 4.3 22.0 0.6 8.3 7.6 9.0 3.7 17.8 0.5 49.4% 12.6 6.6 8.3 4.2 18.9 — 100.0% 100.0% 100.0% 100.0% 100.0% The following table sets forth the percentages of gross premiums written, by line, by our Reinsurance & Monoline Excess operations: Casualty Property Monoline Excess Total Results by Segment Year Ended December 31, 2019 2018 2017 2016 2015 55.7% 22.8% 21.5% 100.0% 53.0% 22.5% 24.5% 100.0% 52.2% 25.8% 22.0% 100.0% 47.9% 34.3% 17.8% 100.0% 52.6% 28.5% 18.9% 100.0% Summary financial information about our segments is presented on a GAAP basis in the following table: (In thousands) Insurance Revenue Income before income taxes Reinsurance & Monoline Excess Revenue Income before income taxes Other (1) Revenue (Loss) income before income taxes Total Revenue Income before income taxes 2019 2018 2017 2016 2015 Year Ended December 31, $ 6,397,074 $ 6,208,290 $ 6,003,130 $ 5,935,268 $ 5,664,654 814,862 717,154 623,746 671,347 658,748 877,551 189,188 848,966 201,001 627,571 (151,130) 634,395 (106,061) 922,478 117,131 759,156 31,893 990,065 226,069 957,125 212,697 728,851 (978) 584,678 (139,415) $ $ 7,902,196 852,920 $ $ 7,691,651 812,094 $ $ 7,684,764 772,770 $ $ 7,654,184 896,438 $ $ 7,206,457 732,030 _______________________________________ (1) Represents corporate revenues and expenses, net investment gains and losses, and revenues and expenses from non- insurance businesses that are consolidated for financial reporting purposes. 8 15 27983be 10K 27983be_10K.indd 15 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 5 1 2/26/20 12:08 PM 62.4% 31.1 93.5% 61.5% 35.0 96.5% 62.3% 31.5 93.8% 62.5% 33.0 95.5% 70.0% 35.7 105.7% 63.4% 33.3 96.7% 61.9% 32.5 94.4% 55.7% 37.8 93.5% 61.1% 33.2 94.3% 60.9% 32.6 93.5% 57.7% 37.1 94.8% 60.5% 33.2 93.7% 62.5% 32.6 95.1% 61.0% 35.8 96.8% 62.4% 32.9 95.3% $ $ $ $ The table below represents summary underwriting ratios on a GAAP basis for our segments. Loss ratio is losses and loss expenses incurred expressed as a percentage of net premiums earned. Expense ratio is underwriting expenses expressed as a percentage of net premiums earned. Underwriting expenses do not include expenses related to insurance services or unallocated corporate expenses. Combined ratio is the sum of the loss ratio and the expense ratio. The combined ratio represents a measure of underwriting profitability, excluding investment income. A number in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit: 2019 2018 2017 2016 2015 Year Ended December 31, Reinsurance & Monoline Excess Insurance Loss ratio Expense ratio Combined ratio Loss ratio Expense ratio Combined ratio Total Loss ratio Expense ratio Combined ratio Investments Investment results, before income taxes, were as follows: Year Ended December 31, (In thousands) Average investments, at cost (1) (cid:1)et investment income (1) 2019 2018 2017 2016 2015 $ $ 19,145,567 18,392,297 17,530,590 16,730,964 15,970,931 645,614 674,235 575,788 564,163 512,645 Percent earned on average investments (1) 3.4% 3.7% 3.3% 3.4% 3.2% (cid:1)et realized and unrealized gains on investments (2) $ Change in unrealized investment gains (losses) (3) $ 120,703 261,970 154,488 (302,737) 335,858 (69,425) 267,005 371,715 92,324 (192,186) _______________________________________ (1) Includes 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) Represents realized gains on investments not classified as trading account securities prior to 2018. The inclusion of change in unrealized gains on equity securities within net income commenced January 1, 2018 due to our adoption of ASU 2016-01. The twelve months ended December 31, 2019 includes net realized gains on investment sales of $36 million and increased by a change in unrealized gains on equity securities of $85 million. The twelve months ended December 31, 2018 includes net realized gains on investment sales of $480 million reduced by a change in unrealized gains on equity securities of $320 million as well as $6 million in other-than-temporary impairments. (3) Represents the change in unrealized investment gains (losses) for available for sale securities recognized in stockholders' equity. Effective January 1, 2018, the Company adopted accounting guidance that requires all equity investments with readily determinable fair values (subject to certain exceptions) to be measured at fair value with changes in the fair value recognized in net income. As a result of this guidance, the Company recorded a cumulative effect adjustment of $291 million that increased retained earnings and decreased accumulated other comprehensive income ("AOCI"), resulting in no net impact to total stockholders' equity. returns for the S&P 500® Index: Barclays U.S. Aggregate Bond Index S&P 500® Index For comparison, the following are the coupon returns for the Barclays U.S. Aggregate Bond Index and the dividend 2019 2018 2017 2016 2015 Year Ended December 31, 3.0% 2.0 3.0% 2.4 3.0% 2.4 3.0% 2.1 3.2% 2.3 9 The following table sets forth the percentages of gross premiums written by each Reinsurance & Monoline Excess 1 6 2 7 9 8 3 b e 1 0 K The following table sets forth the percentages of gross premiums written, by line, by our Reinsurance & Monoline operating unit: Berkley Re America Berkley Re Asia Pacific Berkley Re Solutions Berkley Re UK Lloyd's Syndicate 2791 Participation Midwest Employers Casualty Other Total Excess operations: Casualty Property Monoline Excess Total Results by Segment (In thousands) Insurance Revenue Income before income taxes Reinsurance & Monoline Excess Income before income taxes (Loss) income before income taxes Revenue Other (1) Revenue Total Revenue Income before income taxes _______________________________________ Year Ended December 31, 2019 2018 2017 2016 2015 34.2% 31.7% 41.0% 53.1% 12.0 12.2 15.3 4.8 21.5 — 11.2 10.7 16.8 5.1 24.5 — 9.8 10.0 12.3 4.3 22.0 0.6 8.3 7.6 9.0 3.7 17.8 0.5 49.4% 12.6 6.6 8.3 4.2 18.9 — 100.0% 100.0% 100.0% 100.0% 100.0% Year Ended December 31, 2019 2018 2017 2016 2015 55.7% 22.8% 21.5% 100.0% 53.0% 22.5% 24.5% 100.0% 52.2% 25.8% 22.0% 100.0% 47.9% 34.3% 17.8% 100.0% 52.6% 28.5% 18.9% 100.0% 2019 2018 2017 2016 2015 Year Ended December 31, $ 6,397,074 $ 6,208,290 $ 6,003,130 $ 5,935,268 $ 5,664,654 814,862 717,154 623,746 671,347 658,748 877,551 189,188 848,966 201,001 627,571 (151,130) 634,395 (106,061) 922,478 117,131 759,156 31,893 990,065 226,069 957,125 212,697 728,851 (978) 584,678 (139,415) $ $ 7,902,196 852,920 $ $ 7,691,651 812,094 $ $ 7,684,764 772,770 $ $ 7,654,184 896,438 $ $ 7,206,457 732,030 Summary financial information about our segments is presented on a GAAP basis in the following table: (1) Represents corporate revenues and expenses, net investment gains and losses, and revenues and expenses from non- insurance businesses that are consolidated for financial reporting purposes. 8 27983be 10K 16 The table below represents summary underwriting ratios on a GAAP basis for our segments. Loss ratio is losses and loss expenses incurred expressed as a percentage of net premiums earned. Expense ratio is underwriting expenses expressed as a percentage of net premiums earned. Underwriting expenses do not include expenses related to insurance services or unallocated corporate expenses. Combined ratio is the sum of the loss ratio and the expense ratio. The combined ratio represents a measure of underwriting profitability, excluding investment income. A number in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit: Insurance Loss ratio Expense ratio Combined ratio Reinsurance & Monoline Excess Loss ratio Expense ratio Combined ratio Total Loss ratio Expense ratio Combined ratio Investments 2019 2018 2017 2016 2015 Year Ended December 31, 62.4% 31.1 93.5% 61.5% 35.0 96.5% 62.3% 31.5 93.8% 62.5% 32.6 95.1% 61.0% 35.8 96.8% 62.4% 32.9 95.3% 62.5% 33.0 95.5% 70.0% 35.7 105.7% 63.4% 33.3 96.7% 61.9% 32.5 94.4% 55.7% 37.8 93.5% 61.1% 33.2 94.3% 60.9% 32.6 93.5% 57.7% 37.1 94.8% 60.5% 33.2 93.7% Investment results, before income taxes, were as follows: (In thousands) Average investments, at cost (1) (cid:1)et investment income (1) 2019 $ $ 19,145,567 645,614 Percent earned on average investments (1) (cid:1)et realized and unrealized gains on investments (2) $ Change in unrealized investment gains (losses) (3) $ 3.4% 120,703 261,970 Year Ended December 31, 2018 18,392,297 674,235 3.7% 154,488 (302,737) $ $ $ $ 2017 17,530,590 575,788 3.3% 335,858 (69,425) $ $ $ $ 2016 16,730,964 564,163 3.4% 267,005 371,715 $ $ $ $ 2015 15,970,931 512,645 3.2% 92,324 (192,186) $ $ $ $ _______________________________________ (1) Includes 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) Represents realized gains on investments not classified as trading account securities prior to 2018. The inclusion of change in unrealized gains on equity securities within net income commenced January 1, 2018 due to our adoption of ASU 2016-01. The twelve months ended December 31, 2019 includes net realized gains on investment sales of $36 million and increased by a change in unrealized gains on equity securities of $85 million. The twelve months ended December 31, 2018 includes net realized gains on investment sales of $480 million reduced by a change in unrealized gains on equity securities of $320 million as well as $6 million in other-than-temporary impairments. (3) Represents the change in unrealized investment gains (losses) for available for sale securities recognized in stockholders' equity. Effective January 1, 2018, the Company adopted accounting guidance that requires all equity investments with readily determinable fair values (subject to certain exceptions) to be measured at fair value with changes in the fair value recognized in net income. As a result of this guidance, the Company recorded a cumulative effect adjustment of $291 million that increased retained earnings and decreased accumulated other comprehensive income ("AOCI"), resulting in no net impact to total stockholders' equity. For comparison, the following are the coupon returns for the Barclays U.S. Aggregate Bond Index and the dividend returns for the S&P 500® Index: Barclays U.S. Aggregate Bond Index S&P 500® Index 2019 2018 2017 2016 2015 Year Ended December 31, 3.0% 2.0 3.0% 2.4 3.0% 2.4 3.0% 2.1 3.2% 2.3 9 K 0 1 e b 3 8 9 7 2 6 1 16 27983be 10K 27983be_10K.indd 16 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 1 7 2 7 9 8 3 b e 1 0 K 27983be 10K 17 The percentages of the fixed maturity portfolio categorized by contractual maturity, based on fair value, on the dates indicated, are set forth below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or prepay certain obligations. 1 year or less Over 1 year through 5 years Over 5 years through 10 years Over 10 years Mortgage-backed securities Total Year Ended December 31, 2019 2018 2017 2016 2015 6.5% 6.9% 5.0% 7.9% 5.8% 35.9 24.7 21.4 11.5 34.3 22.3 24.7 11.8 37.2 24.8 23.3 9.7 39.6 24.6 18.8 9.1 33.6 30.5 20.3 9.8 100.0% 100.0% 100.0% 100.0% 100.0% At December 31, 2019, the fixed maturity portfolio had an effective duration of 2.8 years, including cash and cash equivalents. Loss and Loss Expense Reserves To recognize liabilities for unpaid losses, either known or unknown, insurers establish reserves, which is a balance sheet account representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred. Estimates and assumptions relating to reserves for losses and loss expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are also susceptible to change as significant periods of time may elapse between the occurrence of an insured loss, the report of the loss to the insurer, the ultimate determination of the cost of the loss and the insurer’s payment of that loss. In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate payment based upon known information about the claim at that time. The estimate represents an informed judgment based on general reserving practices and reflects the experience and knowledge of the claims personnel regarding the nature and value of the specific type of claim. Reserves are also established on an aggregate basis to provide for losses incurred but not reported (“IB(cid:1)R”) to the insurer, potential inadequacy of case reserves and the estimated expenses of settling claims, including legal and other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then current legal interpretation of coverage provided. In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These factors include, among others, historical data, legal developments, changes in social attitudes and economic conditions, including the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted judgmentally for the effects of current developments and anticipated trends, is an appropriate basis for predicting future outcomes. Reserve amounts are necessarily based on management’s informed estimates and judgments using currently available data. As additional experience and other data become available and are reviewed, these estimates and judgments may be revised. This may result in reserve increases or decreases that would be reflected in our results in periods in which such estimates and assumptions are changed. The risk and complexity of estimating loss reserves are greater when economic conditions are uncertain. It is especially difficult to estimate the impact of inflation on loss reserves given the current economic environment and related government actions. Whereas a slowing economy would generally lead to lower inflation or even deflation, increased government spending would generally lead to higher inflation. A change in our assumptions regarding inflation would result in reserve increases or decreases that would be reflected in our earnings in periods in which such assumptions are changed. Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management expects the ultimate settlement and claim administration will cost. While the methods for establishing the reserves are well tested over time, some of the major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation. These estimates, which generally involve actuarial projections, are based on management’s assessment of facts and circumstances then known, as well as estimates of trends in claims severity and frequency, judicial theories of liability and other factors, including the actions of third parties, which are beyond the Company’s control. These variables are affected by external and internal events, such as inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative changes and claim handling and reserving practices, which make it more difficult to accurately predict claim costs. The inherent uncertainties of estimating reserves are greater for certain types of liabilities where long periods of time elapse before a definitive determination of liability is made. Although the loss reserves included in the Company’s financial statements represent 10 17 27983be 10K 27983be_10K.indd 17 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be management’s best estimates, setting reserves is inherently uncertain and the Company cannot provide assurance that its current reserves will prove adequate in light of subsequent events. The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation reserves that were discounted was $1,731 million and $1,793 million at December 31, 2019 and 2018, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $530 million and $563 million at December 31, 2019 and 2018, respectively. At December 31, 2019, discount rates by year ranged from 2.0% to 6.5%, with a weighted average discount rate of 3.7%. Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2019) are excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized. The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout experience. The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing approximately 3% of total discounted reserves at December 31, 2019), including reserves for quota share reinsurance and reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates permitted by the Department of Insurance of the State of Delaware. To date, known environmental and asbestos claims have not had a material impact on the Company’s operations, because its subsidiaries generally did not insure large industrial companies that are subject to significant environmental or asbestos exposures prior to 1986 when an absolute exclusion was incorporated into standard policy language. The Company’s net reserves for losses and loss expenses relating to environmental and asbestos claims on policies written before adoption of the absolute exclusion was $24 million at December 31, 2019 and $28 million at December 31, 2018. The estimation of these liabilities is subject to significantly greater than normal variation and uncertainty because it is difficult to make an actuarial estimate of these liabilities due to the absence of a generally accepted actuarial methodology for these exposures and the potential effect of significant unresolved legal matters, including coverage issues, as well as the cost of litigating the legal issues. Additionally, the determination of ultimate damages and the final allocation of such damages to financially responsible parties are highly uncertain. K 0 1 e b 3 8 9 7 2 7 1 11 27983be 10K 18 1 8 2 7 9 8 3 b e 1 0 K management’s best estimates, setting reserves is inherently uncertain and the Company cannot provide assurance that its current reserves will prove adequate in light of subsequent events. The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation reserves that were discounted was $1,731 million and $1,793 million at December 31, 2019 and 2018, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $530 million and $563 million at December 31, 2019 and 2018, respectively. At December 31, 2019, discount rates by year ranged from 2.0% to 6.5%, with a weighted average discount rate of 3.7%. Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2019) are excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized. The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout experience. The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing approximately 3% of total discounted reserves at December 31, 2019), including reserves for quota share reinsurance and reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates permitted by the Department of Insurance of the State of Delaware. To date, known environmental and asbestos claims have not had a material impact on the Company’s operations, because its subsidiaries generally did not insure large industrial companies that are subject to significant environmental or asbestos exposures prior to 1986 when an absolute exclusion was incorporated into standard policy language. The Company’s net reserves for losses and loss expenses relating to environmental and asbestos claims on policies written before adoption of the absolute exclusion was $24 million at December 31, 2019 and $28 million at December 31, 2018. The estimation of these liabilities is subject to significantly greater than normal variation and uncertainty because it is difficult to make an actuarial estimate of these liabilities due to the absence of a generally accepted actuarial methodology for these exposures and the potential effect of significant unresolved legal matters, including coverage issues, as well as the cost of litigating the legal issues. Additionally, the determination of ultimate damages and the final allocation of such damages to financially responsible parties are highly uncertain. 1 year or less Over 1 year through 5 years Over 5 years through 10 years Over 10 years Mortgage-backed securities Total equivalents. Loss and Loss Expense Reserves The percentages of the fixed maturity portfolio categorized by contractual maturity, based on fair value, on the dates indicated, are set forth below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or prepay certain obligations. Year Ended December 31, 2019 2018 2017 2016 2015 6.5% 6.9% 5.0% 7.9% 5.8% 35.9 24.7 21.4 11.5 34.3 22.3 24.7 11.8 37.2 24.8 23.3 9.7 39.6 24.6 18.8 9.1 33.6 30.5 20.3 9.8 100.0% 100.0% 100.0% 100.0% 100.0% At December 31, 2019, the fixed maturity portfolio had an effective duration of 2.8 years, including cash and cash To recognize liabilities for unpaid losses, either known or unknown, insurers establish reserves, which is a balance sheet account representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred. Estimates and assumptions relating to reserves for losses and loss expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are also susceptible to change as significant periods of time may elapse between the occurrence of an insured loss, the report of the loss to the insurer, the ultimate determination of the cost of the loss and the insurer’s payment of that loss. In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate payment based upon known information about the claim at that time. The estimate represents an informed judgment based on general reserving practices and reflects the experience and knowledge of the claims personnel regarding the nature and value of the specific type of claim. Reserves are also established on an aggregate basis to provide for losses incurred but not reported (“IB(cid:1)R”) to the insurer, potential inadequacy of case reserves and the estimated expenses of settling claims, including legal and other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then current legal interpretation of coverage provided. In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These factors include, among others, historical data, legal developments, changes in social attitudes and economic conditions, including the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted judgmentally for the effects of current developments and anticipated trends, is an appropriate basis for predicting future outcomes. Reserve amounts are necessarily based on management’s informed estimates and judgments using currently available data. As additional experience and other data become available and are reviewed, these estimates and judgments may be revised. This may result in reserve increases or decreases that would be reflected in our results in periods in which such estimates and assumptions are changed. The risk and complexity of estimating loss reserves are greater when economic conditions are uncertain. It is especially difficult to estimate the impact of inflation on loss reserves given the current economic environment and related government actions. Whereas a slowing economy would generally lead to lower inflation or even deflation, increased government spending would generally lead to higher inflation. A change in our assumptions regarding inflation would result in reserve increases or decreases that would be reflected in our earnings in periods in which such assumptions are changed. Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management expects the ultimate settlement and claim administration will cost. While the methods for establishing the reserves are well tested over time, some of the major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation. These estimates, which generally involve actuarial projections, are based on management’s assessment of facts and circumstances then known, as well as estimates of trends in claims severity and frequency, judicial theories of liability and other factors, including the actions of third parties, which are beyond the Company’s control. These variables are affected by external and internal events, such as inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative changes and claim handling and reserving practices, which make it more difficult to accurately predict claim costs. The inherent uncertainties of estimating reserves are greater for certain types of liabilities where long periods of time elapse before a definitive determination of liability is made. Although the loss reserves included in the Company’s financial statements represent 10 11 18 27983be 10K 27983be_10K.indd 18 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:10PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 1 2/26/20 12:08 PM 1 9 2 7 9 8 3 b e 1 0 K The table below provides a reconciliation of the beginning of year and end of year property casualty reserves for the Reinsurance 27983be 10K 19 indicated years: (In thousands) (cid:1)et reserves at beginning of year (cid:1)et provision for losses and loss expenses: Claims occurring during the current year (1) Increase (decrease) in estimates for claims occurring in prior years (2) Loss reserve discount amortization Total (cid:1)et payments for claims: Current year Prior years Total Foreign currency translation (cid:1)et reserves at end of year Ceded reserves at end of year Gross reserves at end of year 2019 2018 2017 $ 10,248,883 $ 10,056,914 $ 9,590,265 4,057,989 3,926,489 3,963,543 34,079 39,048 6,831 41,382 (5,165) 43,970 4,131,116 3,974,702 4,002,348 985,599 2,673,803 3,659,402 (22,599) 10,697,998 1,885,251 964,808 2,700,077 3,664,885 (117,848) 10,248,883 1,717,565 1,027,405 2,562,550 3,589,955 54,256 10,056,914 1,613,494 $ 12,583,249 $ 11,966,448 $ 11,670,408 (cid:1)et change in premiums and losses occurring in prior years: (Increase) decrease in estimates for claims occurring in prior years (2) Retrospective premium adjustments for claims occurring in prior years (3) (cid:1)et favorable premium and reserve development on prior years $ $ (34,079) $ (6,831) $ 53,511 45,638 19,432 $ 38,807 $ 5,165 32,162 37,327 ____________________________________ (1) Claims occurring during the current year are net of loss reserve discounts of $20 million, $24 million and $22 million in 2019, 2018 and 2017, respectively. (2) The change in estimates for claims occurring in prior years is net of loss reserve discount. On an undiscounted basis, the estimates for claims occurring in prior years increased by $19 million in 2019, and decreased by $4 million in 2018 and $32 million in 2017, respectively. (3) For certain retrospectively rated insurance polices and reinsurance agreements, changes in loss and loss expenses for prior years are offset by additional or return premiums. Also, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 13, Reserves for Losses and Loss Expenses included in our audited consolidated financial statements for further information regarding the changes in estimates for claims occurring in prior years. A reconciliation between the reserves as of December 31, 2019 as reported in the accompanying consolidated GAAP financial statements and those reported on the basis of statutory accounting principles (“SAP”) in the Company’s U.S. regulatory filings is as follows: (In thousands) (cid:1)et reserves reported in U.S. regulatory filings on a SAP basis Reserves for non-U.S. companies Loss reserve discounting (1) Ceded reserves Gross reserves reported in the consolidated GAAP financial statements $ 10,292,373 447,526 (41,901) 1,885,251 $ 12,583,249 _________________________ (1) For statutory purposes, the Company discounts its workers’ compensation reinsurance reserves at 3.3% as prescribed or permitted by the Department of Insurance of the State of Delaware. In its GAAP financial statements, the Company discounts excess workers’ compensation reserves at the risk-free rate and assumed workers’ compensation reserves at the statutory rate. 12 19 27983be 10K 27983be_10K.indd 19 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 9 1 2/26/20 12:08 PM We follow a common industry practice of reinsuring a portion of our exposures and paying to reinsurers a portion of the premiums received on the policies that we write. Reinsurance is purchased principally to reduce net liability on individual risks and to protect against catastrophic losses. Although reinsurance does not legally discharge an insurer from its primary liability for the full amount of the policies, it does make the assuming reinsurer contractually liable to the insurer to the extent of the reinsurance coverage. We monitor the financial condition of our reinsurers and attempt to place our coverages only with substantial, financially sound carriers. As a result, generally the reinsurers who reinsure our casualty insurance must have an A.M. Best rating of “A (Excellent)” or better with at least $1 billion in policyholder surplus and the reinsurers who cover our property insurance must have an A.M. Best rating of “A- (Excellent)” or better with at least $1 billion in policyholder surplus. Regulation U.S. Regulation they do business. Our U.S. insurance subsidiaries are subject to varying degrees of regulation and supervision in the jurisdictions in which Overview. Our domestic insurance subsidiaries are subject to statutes which delegate regulatory, supervisory and administrative powers to state insurance commissioners. This regulation relates to such matters as the standards of solvency which must be met and maintained; the licensing of insurers and their agents; the nature of and limitations on investments; deposits of securities for the benefit of policyholders; approval of certain policy forms and premium rates; periodic examination of the affairs of insurance companies; annual and other reports required to be filed on the financial condition of insurers or for other purposes; establishment and maintenance of reserves for unearned premiums, loss expenses and losses; and requirements regarding numerous other matters. Our property casualty subsidiaries, other than excess and surplus and reinsurance subsidiaries, must generally file all rates with the insurance department of each state in which they operate. Our excess and surplus and reinsurance subsidiaries generally operate free of rate and form regulation. Holding Company Statutes. In addition to regulatory supervision of our insurance subsidiaries, we are subject to state statutes governing insurance holding company systems. Under the terms of applicable state statutes, any person or entity desiring to purchase more than a specified percentage (commonly 10%) of our outstanding voting securities would be required to obtain prior regulatory approval of the purchase. Typically, such statutes require that we periodically file information with the appropriate state insurance commissioner, including information concerning our capital structure, ownership, financial condition and general business operations. In addition, we must annually submit to our lead state regulator an “enterprise risk management report” which identifies the activities and circumstances of any affiliated company that might have a material adverse effect on the financial condition of our group or our U.S. licensed insurers. Approximately half the states have also adopted changes to the holding company act that authorize U.S. insurance regulators to lead or participate in the group-wide supervision of certain international insurance groups. In (cid:1)ovember 2019, the International Association of Insurance Supervisors (“IAIS”), an international standard setter, adopted a global framework for the supervision of internationally active insurance groups, as discussed below under “- International Regulation.” This framework includes a risk-based, group-wide global insurance capital standard (“ICS”), which will undergo a five-year monitoring period starting in January 2020. In the U.S., the (cid:1)ational Association of Insurance Commissioners (“(cid:1)AIC”) is developing a group capital calculation tool that uses a risk-based capital aggregation methodology for all entities in an insurance holding company system. The goal is to provide U.S. regulators with a method to aggregate the available capital and the minimum capital of each entity in a group in a way that applies to all companies regardless of their structure. The (cid:1)AIC expects to adopt the group capital calculation tool in 2020. It is unclear how the development of group capital measures will interact with existing capital requirements for insurance companies in the United States and with international capital standards. It is possible that we may be required to hold additional capital as a result of these developments. (cid:1)early all states have adopted the (cid:1)AIC's Risk Management and Own Risk and Solvency Assessment Model Act (the “ORSA Model Act”), which requires an insurance holding company system’s chief risk officer to submit annually to its lead state insurance regulator an Own Risk and Solvency Assessment Summary Report (“ORSA”). The ORSA is a confidential internal assessment of the material and relevant risks associated with an insurer’s current business plan and the sufficiency of capital resources to support those risks. Under ORSA, we are required to: regularly, no less than annually, conduct an ORSA to assess the adequacy of our risk management framework, and • • current and estimated projected future solvency position; internally document the process and results of the assessment; and 13 The table below provides a reconciliation of the beginning of year and end of year property casualty reserves for the indicated years: (In thousands) (cid:1)et reserves at beginning of year (cid:1)et provision for losses and loss expenses: Claims occurring during the current year (1) Increase (decrease) in estimates for claims occurring in prior years (2) Loss reserve discount amortization (cid:1)et payments for claims: Total Current year Prior years Total Foreign currency translation (cid:1)et reserves at end of year Ceded reserves at end of year Gross reserves at end of year 2019 2018 2017 $ 10,248,883 $ 10,056,914 $ 9,590,265 4,057,989 3,926,489 3,963,543 34,079 39,048 6,831 41,382 (5,165) 43,970 4,131,116 3,974,702 4,002,348 985,599 2,673,803 3,659,402 (22,599) 10,697,998 1,885,251 964,808 2,700,077 3,664,885 (117,848) 10,248,883 1,717,565 1,027,405 2,562,550 3,589,955 54,256 10,056,914 1,613,494 $ 12,583,249 $ 11,966,448 $ 11,670,408 (cid:1)et change in premiums and losses occurring in prior years: (Increase) decrease in estimates for claims occurring in prior years (2) Retrospective premium adjustments for claims occurring in prior years (3) (cid:1)et favorable premium and reserve development on prior years $ $ (34,079) $ (6,831) $ 53,511 45,638 19,432 $ 38,807 $ 5,165 32,162 37,327 (1) Claims occurring during the current year are net of loss reserve discounts of $20 million, $24 million and $22 million in ____________________________________ 2019, 2018 and 2017, respectively. (2) The change in estimates for claims occurring in prior years is net of loss reserve discount. On an undiscounted basis, the estimates for claims occurring in prior years increased by $19 million in 2019, and decreased by $4 million in 2018 and $32 (3) For certain retrospectively rated insurance polices and reinsurance agreements, changes in loss and loss expenses for prior million in 2017, respectively. years are offset by additional or return premiums. Also, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and note 13, Reserves for Losses and Loss Expenses included in our audited consolidated financial statements for further information regarding the changes in estimates for claims occurring in prior years. A reconciliation between the reserves as of December 31, 2019 as reported in the accompanying consolidated GAAP financial statements and those reported on the basis of statutory accounting principles (“SAP”) in the Company’s U.S. regulatory (cid:1)et reserves reported in U.S. regulatory filings on a SAP basis Gross reserves reported in the consolidated GAAP financial statements filings is as follows: (In thousands) Reserves for non-U.S. companies Loss reserve discounting (1) Ceded reserves _________________________ statutory rate. (1) For statutory purposes, the Company discounts its workers’ compensation reinsurance reserves at 3.3% as prescribed or permitted by the Department of Insurance of the State of Delaware. In its GAAP financial statements, the Company discounts excess workers’ compensation reserves at the risk-free rate and assumed workers’ compensation reserves at the $ 10,292,373 447,526 (41,901) 1,885,251 $ 12,583,249 2 0 2 7 9 8 3 b e 1 0 K Reinsurance 27983be 10K 20 We follow a common industry practice of reinsuring a portion of our exposures and paying to reinsurers a portion of the premiums received on the policies that we write. Reinsurance is purchased principally to reduce net liability on individual risks and to protect against catastrophic losses. Although reinsurance does not legally discharge an insurer from its primary liability for the full amount of the policies, it does make the assuming reinsurer contractually liable to the insurer to the extent of the reinsurance coverage. We monitor the financial condition of our reinsurers and attempt to place our coverages only with substantial, financially sound carriers. As a result, generally the reinsurers who reinsure our casualty insurance must have an A.M. Best rating of “A (Excellent)” or better with at least $1 billion in policyholder surplus and the reinsurers who cover our property insurance must have an A.M. Best rating of “A- (Excellent)” or better with at least $1 billion in policyholder surplus. Regulation U.S. Regulation Our U.S. insurance subsidiaries are subject to varying degrees of regulation and supervision in the jurisdictions in which they do business. Overview. Our domestic insurance subsidiaries are subject to statutes which delegate regulatory, supervisory and administrative powers to state insurance commissioners. This regulation relates to such matters as the standards of solvency which must be met and maintained; the licensing of insurers and their agents; the nature of and limitations on investments; deposits of securities for the benefit of policyholders; approval of certain policy forms and premium rates; periodic examination of the affairs of insurance companies; annual and other reports required to be filed on the financial condition of insurers or for other purposes; establishment and maintenance of reserves for unearned premiums, loss expenses and losses; and requirements regarding numerous other matters. Our property casualty subsidiaries, other than excess and surplus and reinsurance subsidiaries, must generally file all rates with the insurance department of each state in which they operate. Our excess and surplus and reinsurance subsidiaries generally operate free of rate and form regulation. Holding Company Statutes. In addition to regulatory supervision of our insurance subsidiaries, we are subject to state statutes governing insurance holding company systems. Under the terms of applicable state statutes, any person or entity desiring to purchase more than a specified percentage (commonly 10%) of our outstanding voting securities would be required to obtain prior regulatory approval of the purchase. Typically, such statutes require that we periodically file information with the appropriate state insurance commissioner, including information concerning our capital structure, ownership, financial condition and general business operations. In addition, we must annually submit to our lead state regulator an “enterprise risk management report” which identifies the activities and circumstances of any affiliated company that might have a material adverse effect on the financial condition of our group or our U.S. licensed insurers. Approximately half the states have also adopted changes to the holding company act that authorize U.S. insurance regulators to lead or participate in the group-wide supervision of certain international insurance groups. In (cid:1)ovember 2019, the International Association of Insurance Supervisors (“IAIS”), an international standard setter, adopted a global framework for the supervision of internationally active insurance groups, as discussed below under “- International Regulation.” This framework includes a risk-based, group-wide global insurance capital standard (“ICS”), which will undergo a five-year monitoring period starting in January 2020. In the U.S., the (cid:1)ational Association of Insurance Commissioners (“(cid:1)AIC”) is developing a group capital calculation tool that uses a risk-based capital aggregation methodology for all entities in an insurance holding company system. The goal is to provide U.S. regulators with a method to aggregate the available capital and the minimum capital of each entity in a group in a way that applies to all companies regardless of their structure. The (cid:1)AIC expects to adopt the group capital calculation tool in 2020. It is unclear how the development of group capital measures will interact with existing capital requirements for insurance companies in the United States and with international capital standards. It is possible that we may be required to hold additional capital as a result of these developments. (cid:1)early all states have adopted the (cid:1)AIC's Risk Management and Own Risk and Solvency Assessment Model Act (the “ORSA Model Act”), which requires an insurance holding company system’s chief risk officer to submit annually to its lead state insurance regulator an Own Risk and Solvency Assessment Summary Report (“ORSA”). The ORSA is a confidential internal assessment of the material and relevant risks associated with an insurer’s current business plan and the sufficiency of capital resources to support those risks. Under ORSA, we are required to: • • regularly, no less than annually, conduct an ORSA to assess the adequacy of our risk management framework, and current and estimated projected future solvency position; internally document the process and results of the assessment; and 12 13 20 27983be 10K 27983be_10K.indd 20 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 0 2 2/26/20 12:08 PM 27983be 10K 21 2 1 2 7 9 8 3 b e 1 0 K • provide a confidential high-level ORSA Summary Report annually to the Commissioner of Insurance of the State of Delaware (our lead state commissioner). Cybersecurity Regulations. (cid:1)ew York’s cybersecurity regulation for financial services institutions that are authorized by the (cid:1)ew York State Department of Financial Services ("Part 500"), including our insurance subsidiaries licensed in (cid:1)ew York, became effective on March 1, 2017. The regulation requires these entities to establish and maintain a cybersecurity program designed to protect consumers’ private data and the confidentiality, integrity and availability of the licensee’s information systems. On October 24, 2017, the (cid:1)AIC adopted the Insurance Data Security Model Law (the “Cybersecurity Model Law”), which establishes standards for data security, the investigation of cybersecurity events involving unauthorized access to, or the misuse of, certain nonpublic information, and reporting to insurance commissioners. The Cybersecurity Model Law imposes significant new regulatory burdens intended to protect the confidentiality, integrity and availability of information systems. Its implementation will be based on adoption by state legislatures. To date, the Cybersecurity Model Law has only been adopted in a few states, including one of our domiciliary states. Importantly, a drafting note in the Cybersecurity Model Law states that a licensee’s compliance with the (cid:1)ew York cybersecurity regulation is intended to constitute compliance with the Cybersecurity Model Law. Certain states are developing or have developed regulations related to privacy and data security. For example, in 2018 California enacted the California Consumer Privacy Act (“CCPA”), which broadly regulates the sale of California residents’ personal information and grants California residents certain rights to, among other things, access and delete data about them in certain circumstances. CCPA became effective on January 1, 2020, and compliance with the CCPA may increase the cost of providing our services in California. Other states have considered - and may adopt - similar proposals. We cannot predict the impact, if any, that any proposed or future cybersecurity regulations will have on our business, financial condition or results of operations. Risk-Based Capital Requirements. The (cid:1)AIC utilizes a Risk-Based Capital (“RBC”) formula that is designed to measure the adequacy of an insurer's statutory surplus in relation to the risks inherent in its business. The RBC formula develops a risk adjusted target level of adjusted statutory capital by applying certain factors to various asset, premium and reserve items. The (cid:1)AIC RBC Model Law provides for four incremental levels of regulatory attention for insurers whose surplus is below the calculated RBC target. These levels of attention range in severity from requiring the insurer to submit a plan for corrective action to actually placing the insurer under regulatory control. The RBC of each of our domestic insurance subsidiaries was above any RBC action level as of December 31, 2019. Insurance Regulatory Information System. The (cid:1)AIC also has developed a set of 13 financial ratios for property and casualty insurers referred to as the Insurance Regulatory Information System (“IRIS”). On the basis of statutory financial statements filed with state insurance regulators, the (cid:1)AIC annually calculates these IRIS ratios to assist state insurance regulators in monitoring the financial condition of insurance companies. The (cid:1)AIC has established an acceptable range for each of the IRIS financial ratios. Guaranty Funds. Our U.S. insurance subsidiaries are also subject to assessment by state guaranty funds when an insurer in a particular jurisdiction has been judicially declared insolvent and the insolvent company's available funds are insufficient to pay policyholders and claimants the amounts to which they are entitled. The protection afforded under a state's guaranty fund to policyholders of the insolvent insurer varies from state to state. Generally, all licensed property casualty insurers are considered to be members of the fund, and assessments are based upon their pro rata share of direct written premiums in that state. The (cid:1)AIC Post-Assessment Property and Liability Insurance Guaranty Association Model Act, which many states have adopted, limits assessments to an insurer to 2% of its subject premium and permits recoupment of assessments through rate setting. Likewise, several states (or underwriting organizations of which our insurance subsidiaries are required to be members) have limited assessment authority with regard to deficits in certain lines of business. Additionally, state insurance laws and regulations require us to participate in mandatory property-liability “shared market,” “pooling” or similar arrangements that provide certain types of insurance coverage to individuals or others who otherwise are unable to purchase coverage voluntarily provided by private insurers. Shared market mechanisms include assigned risk plans and fair access to insurance requirement or “FAIR” plans. In addition, some states require insurers to participate in reinsurance pools for claims that exceed specified amounts. Our participation in these mandatory shared market or pooling mechanisms generally is related to the amount of our direct writings for the type of coverage written by the specific arrangement in the applicable state. Trade Practices. State insurance laws and regulations include numerous provisions governing trade practices and the marketplace activities of insurers, including provisions governing marketing and sales practices, policyholder services, claims management and complaint handling. State regulatory authorities generally enforce these provisions through periodic market conduct examinations. Investment Regulation. Investments by our domestic insurance companies must comply with applicable laws and regulations which prescribe the kind, quality and concentration of investments. In general, these laws and regulations permit investments in federal, state and municipal obligations, corporate bonds, preferred and common equity securities, mortgage loans, real estate and certain other investments, subject to specified limits and certain other qualifications. Investments that do not comply with these limits and qualifications are deducted in our insurance subsidiaries' calculation of their statutory capital and surplus. Terrorism Risk Insurance. The Terrorism Risk Insurance Act of 2002 established a Federal program that provides for a system of shared public and private compensation for insured losses resulting from acts of terrorism. Pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”), the program was extended until December 31, 2027. TRIPRA provides a federal backstop to all U.S. based property and casualty insurers for insurance related losses resulting from any act of terrorism on U.S. soil or against certain U.S. air carriers, vessels or foreign missions. TRIPRA is applicable to almost all commercial lines of property and casualty insurance but excludes commercial auto, burglary and theft, surety, professional liability and farm owners' multi-peril insurance. Insurers with direct commercial property and casualty insurance exposure in the United States are required to participate in the program and make available coverage for certified acts of terrorism. TRIPRA's definition of certified acts includes domestic terrorism. Federal participation will be triggered under TRIPRA when the Secretary of Treasury certifies an act of terrorism. Under the program, the federal government will pay 81% of an insurer's covered losses in excess of the insurer's applicable deductible as of January 1, 2020. This amount will decrease to 80% on a pro-rata basis over a five-year period that began in 2017. The insurer's deductible is based on 20% of earned premium for the prior year for covered lines of commercial property and casualty insurance. Based on our 2019 earned premiums, our aggregate deductible under TRIPRA during 2020 will be approximately $993 million. The federal program will not pay losses for certified acts unless such losses exceed $200 million industry-wide for calendar year 2020 and any calendar year thereafter. TRIPRA limits the federal government's share of losses at $100 billion for a program year. In addition, an insurer that has satisfied its deductible is not liable for the payment of losses in excess of the $100 billion cap. Excess and Surplus Lines. The regulation of our U.S. subsidiaries' excess and surplus lines insurance business differs significantly from the regulation of our admitted business. Our surplus lines subsidiaries are subject to the surplus lines regulation and reporting requirements of the jurisdictions in which they are eligible to write surplus lines insurance. Although the surplus lines business is generally less regulated than admitted business, principally with respect to rates and policy forms, strict regulations apply to surplus lines placements in the laws of every state and the regulation of surplus lines insurance may undergo changes in the future. Federal or state measures may be introduced to increase the oversight of surplus lines insurance in the future. Federal Regulation. Although the federal government and its regulatory agencies generally do not directly regulate the business of insurance, federal initiatives could have an impact on our business in a variety of ways. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) effected sweeping changes to financial services regulation in the United States. The Dodd-Frank Act created two new federal government bodies, the Federal Insurance Office (the “FIO”) and the Financial Stability Oversight Council (the “FSOC”), which may impact the regulation of insurance. Although the FIO has preemption authority over state insurance laws that conflict with certain international agreements, it does not have general supervisory or regulatory authority over the business of insurance. The FIO has authority to represent the United States in international insurance matters and is authorized to monitor the U.S. insurance industry and identify potential regulatory gaps that could contribute to systemic risk. In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (“Economic Growth Act”) was signed into law. Among other things, the Economic Growth Act addresses the roles played by federal regulators at international insurance standard-setting forums. It directs the Director of the FIO and the Board of Governors of the Federal Reserve to support increased transparency at international standard-setting regulatory forums (e.g., the IAIS). These federal regulations also instruct the FIO and the Federal Reserve to achieve consensus positions with the states through the (cid:1)AIC prior to taking a position on any insurance proposal by a global insurance regulatory forum. Dividends. We receive funds from our insurance company subsidiaries in the form of dividends and management fees for The Dodd-Frank Act authorizes the Secretary of the Treasury and U.S. Trade Representative to enter into international certain management services. Annual dividends in excess of maximum amounts prescribed by state statutes may not be paid without the approval of the insurance commissioner of the state in which an insurance subsidiary is domiciled. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.” 14 21 27983be 10K 27983be_10K.indd 21 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 2 2/26/20 12:08 PM agreements of mutual recognition regarding the prudential regulation of insurance or reinsurance (a “Covered Agreement”). In September 2017, the U.S. and the European Union ("EU") signed the Covered Agreement. The Covered Agreement addresses three areas of prudential supervision: reinsurance, group supervision and the exchange of information between the U.S. and EU. Each party is working on its internal requirements and procedures (such as amending 15 27983be 10K 22 2 2 2 7 9 8 3 b e 1 0 K • provide a confidential high-level ORSA Summary Report annually to the Commissioner of Insurance of the State of Delaware (our lead state commissioner). Cybersecurity Regulations. (cid:1)ew York’s cybersecurity regulation for financial services institutions that are authorized by the (cid:1)ew York State Department of Financial Services ("Part 500"), including our insurance subsidiaries licensed in (cid:1)ew York, became effective on March 1, 2017. The regulation requires these entities to establish and maintain a cybersecurity program designed to protect consumers’ private data and the confidentiality, integrity and availability of the licensee’s information systems. On October 24, 2017, the (cid:1)AIC adopted the Insurance Data Security Model Law (the “Cybersecurity Model Law”), which establishes standards for data security, the investigation of cybersecurity events involving unauthorized access to, or the misuse of, certain nonpublic information, and reporting to insurance commissioners. The Cybersecurity Model Law imposes significant new regulatory burdens intended to protect the confidentiality, integrity and availability of information systems. Its implementation will be based on adoption by state legislatures. To date, the Cybersecurity Model Law has only been adopted in a few states, including one of our domiciliary states. Importantly, a drafting note in the Cybersecurity Model Law states that a licensee’s compliance with the (cid:1)ew York cybersecurity regulation is intended to constitute compliance with the Cybersecurity Model Law. operations. Certain states are developing or have developed regulations related to privacy and data security. For example, in 2018 California enacted the California Consumer Privacy Act (“CCPA”), which broadly regulates the sale of California residents’ personal information and grants California residents certain rights to, among other things, access and delete data about them in certain circumstances. CCPA became effective on January 1, 2020, and compliance with the CCPA may increase the cost of providing our services in California. Other states have considered - and may adopt - similar proposals. We cannot predict the impact, if any, that any proposed or future cybersecurity regulations will have on our business, financial condition or results of Risk-Based Capital Requirements. The (cid:1)AIC utilizes a Risk-Based Capital (“RBC”) formula that is designed to measure the adequacy of an insurer's statutory surplus in relation to the risks inherent in its business. The RBC formula develops a risk adjusted target level of adjusted statutory capital by applying certain factors to various asset, premium and reserve items. The (cid:1)AIC RBC Model Law provides for four incremental levels of regulatory attention for insurers whose surplus is below the calculated RBC target. These levels of attention range in severity from requiring the insurer to submit a plan for corrective action to actually placing the insurer under regulatory control. The RBC of each of our domestic insurance subsidiaries was above any RBC action level as of December 31, 2019. Insurance Regulatory Information System. The (cid:1)AIC also has developed a set of 13 financial ratios for property and casualty insurers referred to as the Insurance Regulatory Information System (“IRIS”). On the basis of statutory financial statements filed with state insurance regulators, the (cid:1)AIC annually calculates these IRIS ratios to assist state insurance regulators in monitoring the financial condition of insurance companies. The (cid:1)AIC has established an acceptable range for each of the IRIS financial ratios. Guaranty Funds. Our U.S. insurance subsidiaries are also subject to assessment by state guaranty funds when an insurer in a particular jurisdiction has been judicially declared insolvent and the insolvent company's available funds are insufficient to pay policyholders and claimants the amounts to which they are entitled. The protection afforded under a state's guaranty fund to policyholders of the insolvent insurer varies from state to state. Generally, all licensed property casualty insurers are considered to be members of the fund, and assessments are based upon their pro rata share of direct written premiums in that state. The (cid:1)AIC Post-Assessment Property and Liability Insurance Guaranty Association Model Act, which many states have adopted, limits assessments to an insurer to 2% of its subject premium and permits recoupment of assessments through rate setting. Likewise, several states (or underwriting organizations of which our insurance subsidiaries are required to be members) have limited assessment authority with regard to deficits in certain lines of business. Additionally, state insurance laws and regulations require us to participate in mandatory property-liability “shared market,” “pooling” or similar arrangements that provide certain types of insurance coverage to individuals or others who otherwise are unable to purchase coverage voluntarily provided by private insurers. Shared market mechanisms include assigned risk plans and fair access to insurance requirement or “FAIR” plans. In addition, some states require insurers to participate in reinsurance pools for claims that exceed specified amounts. Our participation in these mandatory shared market or pooling mechanisms generally is related to the amount of our direct writings for the type of coverage written by the specific arrangement in the applicable state. Trade Practices. State insurance laws and regulations include numerous provisions governing trade practices and the marketplace activities of insurers, including provisions governing marketing and sales practices, policyholder services, claims management and complaint handling. State regulatory authorities generally enforce these provisions through periodic market conduct examinations. Investment Regulation. Investments by our domestic insurance companies must comply with applicable laws and regulations which prescribe the kind, quality and concentration of investments. In general, these laws and regulations permit investments in federal, state and municipal obligations, corporate bonds, preferred and common equity securities, mortgage loans, real estate and certain other investments, subject to specified limits and certain other qualifications. Investments that do not comply with these limits and qualifications are deducted in our insurance subsidiaries' calculation of their statutory capital and surplus. Terrorism Risk Insurance. The Terrorism Risk Insurance Act of 2002 established a Federal program that provides for a system of shared public and private compensation for insured losses resulting from acts of terrorism. Pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”), the program was extended until December 31, 2027. TRIPRA provides a federal backstop to all U.S. based property and casualty insurers for insurance related losses resulting from any act of terrorism on U.S. soil or against certain U.S. air carriers, vessels or foreign missions. TRIPRA is applicable to almost all commercial lines of property and casualty insurance but excludes commercial auto, burglary and theft, surety, professional liability and farm owners' multi-peril insurance. Insurers with direct commercial property and casualty insurance exposure in the United States are required to participate in the program and make available coverage for certified acts of terrorism. TRIPRA's definition of certified acts includes domestic terrorism. Federal participation will be triggered under TRIPRA when the Secretary of Treasury certifies an act of terrorism. Under the program, the federal government will pay 81% of an insurer's covered losses in excess of the insurer's applicable deductible as of January 1, 2020. This amount will decrease to 80% on a pro-rata basis over a five-year period that began in 2017. The insurer's deductible is based on 20% of earned premium for the prior year for covered lines of commercial property and casualty insurance. Based on our 2019 earned premiums, our aggregate deductible under TRIPRA during 2020 will be approximately $993 million. The federal program will not pay losses for certified acts unless such losses exceed $200 million industry-wide for calendar year 2020 and any calendar year thereafter. TRIPRA limits the federal government's share of losses at $100 billion for a program year. In addition, an insurer that has satisfied its deductible is not liable for the payment of losses in excess of the $100 billion cap. Excess and Surplus Lines. The regulation of our U.S. subsidiaries' excess and surplus lines insurance business differs significantly from the regulation of our admitted business. Our surplus lines subsidiaries are subject to the surplus lines regulation and reporting requirements of the jurisdictions in which they are eligible to write surplus lines insurance. Although the surplus lines business is generally less regulated than admitted business, principally with respect to rates and policy forms, strict regulations apply to surplus lines placements in the laws of every state and the regulation of surplus lines insurance may undergo changes in the future. Federal or state measures may be introduced to increase the oversight of surplus lines insurance in the future. Federal Regulation. Although the federal government and its regulatory agencies generally do not directly regulate the business of insurance, federal initiatives could have an impact on our business in a variety of ways. The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) effected sweeping changes to financial services regulation in the United States. The Dodd-Frank Act created two new federal government bodies, the Federal Insurance Office (the “FIO”) and the Financial Stability Oversight Council (the “FSOC”), which may impact the regulation of insurance. Although the FIO has preemption authority over state insurance laws that conflict with certain international agreements, it does not have general supervisory or regulatory authority over the business of insurance. The FIO has authority to represent the United States in international insurance matters and is authorized to monitor the U.S. insurance industry and identify potential regulatory gaps that could contribute to systemic risk. In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (“Economic Growth Act”) was signed into law. Among other things, the Economic Growth Act addresses the roles played by federal regulators at international insurance standard-setting forums. It directs the Director of the FIO and the Board of Governors of the Federal Reserve to support increased transparency at international standard-setting regulatory forums (e.g., the IAIS). These federal regulations also instruct the FIO and the Federal Reserve to achieve consensus positions with the states through the (cid:1)AIC prior to taking a position on any insurance proposal by a global insurance regulatory forum. Dividends. We receive funds from our insurance company subsidiaries in the form of dividends and management fees for The Dodd-Frank Act authorizes the Secretary of the Treasury and U.S. Trade Representative to enter into international certain management services. Annual dividends in excess of maximum amounts prescribed by state statutes may not be paid without the approval of the insurance commissioner of the state in which an insurance subsidiary is domiciled. See “Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources.” agreements of mutual recognition regarding the prudential regulation of insurance or reinsurance (a “Covered Agreement”). In September 2017, the U.S. and the European Union ("EU") signed the Covered Agreement. The Covered Agreement addresses three areas of prudential supervision: reinsurance, group supervision and the exchange of information between the U.S. and EU. Each party is working on its internal requirements and procedures (such as amending 14 15 K 0 1 e b 3 8 9 7 2 2 2 22 27983be 10K 27983be_10K.indd 22 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 27983be 10K 23 2 3 2 7 9 8 3 b e 1 0 K or promulgating appropriate statutes and regulations) in order for the Covered Agreement to become effective. Under the Covered Agreement, reinsurance collateral requirements will no longer apply to qualifying EU reinsurers that sell reinsurance to the U.S. market, and U.S. reinsurers operating in the EU market will no longer be subject to “local presence” requirements. The Covered Agreement establishes group supervision practices that apply only to U.S. and EU insurance groups operating in both territories. For instance, the Covered Agreement states that, provided the U.S. has adopted group supervision including worldwide group governance, solvency, capital and reporting, U.S.-headquartered insurance groups with operations in the EU will be supervised at the worldwide level only by U.S. insurance regulators precluding EU insurance supervisors from exercising solvency and capital requirements over the worldwide operations of U.S.-headquartered insurers. U.S. states have five years from the date of signature to remove reinsurance collateral requirements for EU reinsurers that meet certain standards (such as minimum capital and solvency ratios and claims payment standards), while EU member states have two years to revise their “local presence” laws. Under the Dodd-Frank Act, the FIO has preemption authority over state insurance laws that conflict with the Covered Agreement. In late December 2018, the U.S. Department of the Treasury and the Office of the U.S. Trade Representative entered into a covered agreement with the U.K., which will extend the benefits of a Covered Agreement to the U.K. after Brexit. Additionally, in June 2019, the (cid:1)AIC adopted amendments to its Credit for Reinsurance Model Law in order to satisfy the substantive and timing requirements of the Covered Agreement and to pave the way for U.S. states to similarly amend their credit for reinsurance laws and avoid potential federal pre-emption of these laws. The (cid:1)AIC has also taken steps to make its amended Credit for Reinsurance Model Law an accreditation standard for all states. The newly amended Credit for Reinsurance Model Law also extends the zero reinsurance collateral provisions in the Covered Agreement to U.S. jurisdictions that are accredited by the (cid:1)AIC and to non-U.S. jurisdictions that have not entered into a covered agreement with the U.S. but the (cid:1)AIC has identified as “reciprocal jurisdictions” pursuant to the (cid:1)AIC Qualified Jurisdiction Process. We cannot currently predict the impact of these changes to the law or whether any other covered agreements will be successfully adopted, and cannot currently estimate the impact of these changes to the law and any such adopted covered agreements on our business, financial condition or operating results. The FIO also can recommend to the FSOC 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, i.e., a "systemically important financial institution" or a "non-bank SIFI." An insurer so designated by FSOC will be subject to Federal Reserve supervision and heightened prudential standards. There are currently no such non-bank SIFIs designated by FSOC. In (cid:1)ovember 2017, the U.S. Department of Treasury issued a report recommending certain changes to FSOC’s process for designating non-bank SIFIs in order to make the designation process more rigorous, clear and transparent. On December 4, 2019, FSOC approved final guidance related to a revised process for designating non-bank SIFIs, which substantially changes FSOC’s previous procedures by adopting an activities-based approach and moving away from the entities-based approach. The final guidance became effective on January 29, 2020. Based upon our current business model and balance sheet, we do not believe that we will be designated by the FSOC as such an institution. Although the potential impacts of the Dodd-Frank Act, its implementing regulations and potential amendments to the Dodd-Frank Act on the U.S. insurance industry are not clear, our business could be affected by changes to the U.S. system of insurance regulation or our designation or the designation of insurers or reinsurers with which we do business as systemically important non-bank financial companies. International Regulation Our insurance subsidiaries based in the United Kingdom are regulated by the Prudential Regulation Authority ("PRA") and/or the Financial Conduct Authority ("FCA"). The PRA's primary objectives with regard to insurers are to promote the safety and soundness of insurers and to contribute to the securing of an appropriate degree of protection for current and future policyholders, while the FCA has three operational objectives: (i) to secure an appropriate degree of protection for consumers, (ii) to protect and enhance the integrity of the United Kingdom's financial system, and (iii) to promote effective competition in the interests of consumers in the financial services markets. The PRA and FCA employ a variety of regulatory tools to achieve their objectives, including periodic auditing and reporting requirements, risk assessment reviews, minimum solvency margins and individual capital assessment requirements, dividend restrictions, in certain cases, approval requirements governing the appointment of key officers, approval requirements governing controlling ownership interests and various other requirements. Certain of our subsidiaries are authorized by the PRA to effect and carry out contracts of insurance (which includes reinsurance) in the U.K. and are regulated by both the PRA and the FCA for prudential and conduct of business matters respectively. Our Lloyd's managing agency is also regulated by Lloyd's, and the Lloyd's syndicate business is subject to Lloyd's supervision. Through Lloyd's, we are licensed to write business in various countries throughout the world by virtue of Lloyd's international licenses. In each such country, we are subject to the laws and insurance regulation of that country. Our insurance subsidiary based in Liechtenstein is regulated by the Financial Market Authority of Liechtenstein, which has regulatory tools 16 analogous to those of the U.K. regulators noted above. Additionally, U.K. and Liechtenstein laws and regulations also impact us as “controllers” of our European-regulated subsidiaries, whereby we are required to notify the appropriate authorities about significant events relating to such regulated subsidiaries' controllers (i.e. persons or entities which have certain levels of direct or indirect voting power or economic interests in the regulated entities) as well as changes of control, and to submit annual reports regarding their controllers. The PRA/FCA's Senior Managers and Certification Regime and analogous regulation in Liechtenstein further provide regulatory frameworks for standards of fitness and propriety, conduct and accountability for individuals in positions of responsibility at insurers. In addition, certain employees are individually registered at Lloyd's. An insurance company with authorization to write insurance business in the U.K. may currently provide cross-border services in the other member states of the European Economic Area (“EEA”), a group including member states of the EU and (cid:1)orway, Liechtenstein and Iceland. These rights may be restricted or modified depending on the United Kingdom’s withdrawal from the EU. See below “Risks Relating To Our Business-The United Kingdom leaving the EU could adversely affect our business” for more information. Our insurance business throughout the EU and EEA is subject to "Solvency II", an insurance regulatory regime governing, among other things, capital adequacy and risk management which became effective on January 1, 2016. Lloyd’s applies a capital adequacy test to all Lloyd’s syndicates, including our syndicate, that is based on Solvency II principles. Solvency II provides for the supervision of group solvency. Under Solvency II, it is possible that the U.S. parent of a European Union subsidiary could be subject to certain Solvency II requirements if the U.S. company is not already subject to regulations deemed “equivalent” to Solvency II. Currently, the U.S. system of insurance regulation relating to group supervision is not deemed "equivalent" to Solvency II by European Union authorities. However, we have received a waiver from the PRA, subject to conditions, with respect to the PRA's supervision of our group, which waives the requirement on us to maintain a group solvency capital requirement as calculated under Solvency II rules. The Covered Agreement also prohibits any EU supervisor from exercising group-wide supervision at any level above the highest company organized in the country of that supervisor. We must also comply with the EU General Data Protection Regulation (“GDPR”), which took effect in May 2018. The regulation’s goal is to impose increased individual rights and protections for all personal data located in or originating from the EU. GDPR is extraterritorial in that it applies to all businesses in the EU and any business outside the EU that process EU personal data of individuals in the EU. Moreover, there are significant fines associated with non-compliance. In particular, we will need to monitor our compliance with all relevant member states' laws and regulations, including where permitted derogations from the GDPR are introduced. The introduction of the GDPR, and any resultant changes in EU member states’ national laws and regulations, has increased our compliance obligations and has necessitated the review and implementation of policies and processes relating to our collection and use of data, and has required us to change our business practices regarding these matters. In addition, we may be affected by regulatory policies adopted by the IAIS, an international standard setter consisting of supervisors and regulators from more than 200 jurisdictions. The IAIS has been working on several initiatives to consider changes to insurer solvency standards and group supervision of companies in a holding company system in response to the increasing globalization of the insurance sector. In (cid:1)ovember 2019, the IAIS formally adopted a global framework for the supervision of internationally active insurance groups (“IAIGs”), which is referred to as the Common Framework for the Supervision of Internationally Active Insurance Groups, or “ComFrame.” ComFrame is intended to provide a framework of basic standards for IAIGs and a process for supervisors to cooperate in the supervision of IAIGs. Also in (cid:1)ovember 2019, the IAIS adopted a risk-based group-wide global insurance capital standard (“ICS”) that will apply to IAIGs and ultimately form a part of ComFrame. The ICS will undergo a five-year monitoring period starting in January 2020 during which time it will be used for confidential reporting and discussion in supervisory colleges to provide feedback to the IAIS on the ICS’s design and performance, but it will not trigger any supervisory action. Following the monitoring period, the ICS is expected to be implemented in 2025 as a group-wide prescribed capital requirement for IAIGs and integrated into the rest of ComFrame. As noted above under “- U.S. Regulation,” it is unclear how the development of the ICS will interact with existing capital requirements for insurance companies in the United States and the (cid:1)AIC’s development of the GCC. Our international operations are also subject to varying degrees of regulation in Mexico, Australia and Canada and in certain other countries in Europe, South America, and Southeast Asia. Generally, our subsidiaries must satisfy local regulatory requirements. While each country imposes licensing, solvency, auditing and financial reporting requirements, the type and extent of the requirements differ substantially. Key areas where country regulations may differ include: (i) the type of financial reports to be filed; (ii) a requirement to use local intermediaries; (iii) the amount of reinsurance permissible; (iv) the scope of any regulation of policy forms and rates; and (v) the type and frequency of regulatory examinations. K 0 1 e b 3 8 9 7 2 3 2 17 23 27983be 10K 27983be_10K.indd 23 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 2 4 2 7 9 8 3 b e 1 0 K or promulgating appropriate statutes and regulations) in order for the Covered Agreement to become effective. Under the Covered Agreement, reinsurance collateral requirements will no longer apply to qualifying EU reinsurers that sell reinsurance to the U.S. market, and U.S. reinsurers operating in the EU market will no longer be subject to “local presence” requirements. The Covered Agreement establishes group supervision practices that apply only to U.S. and EU insurance groups operating in both territories. For instance, the Covered Agreement states that, provided the U.S. has adopted group supervision including worldwide group governance, solvency, capital and reporting, U.S.-headquartered insurance groups with operations in the EU will be supervised at the worldwide level only by U.S. insurance regulators precluding EU insurance supervisors from exercising solvency and capital requirements over the worldwide operations of U.S.-headquartered insurers. U.S. states have five years from the date of signature to remove reinsurance collateral requirements for EU reinsurers that meet certain standards (such as minimum capital and solvency ratios and claims payment standards), while EU member states have two years to revise their “local presence” laws. Under the Dodd-Frank Act, the FIO has preemption authority over state insurance laws that conflict with the Covered Agreement. In late December 2018, the U.S. Department of the Treasury and the Office of the U.S. Trade Representative entered into a covered agreement with the U.K., which will extend the benefits of a Covered Agreement to the U.K. after Brexit. Additionally, in June 2019, the (cid:1)AIC adopted amendments to its Credit for Reinsurance Model Law in order to satisfy the substantive and timing requirements of the Covered Agreement and to pave the way for U.S. states to similarly amend their credit for reinsurance laws and avoid potential federal pre-emption of these laws. The (cid:1)AIC has also taken steps to make its amended Credit for Reinsurance Model Law an accreditation standard for all states. The newly amended Credit for Reinsurance Model Law also extends the zero reinsurance collateral provisions in the Covered Agreement to U.S. jurisdictions that are accredited by the (cid:1)AIC and to non-U.S. jurisdictions that have not entered into a covered agreement with the U.S. but the (cid:1)AIC has identified as “reciprocal jurisdictions” pursuant to the (cid:1)AIC Qualified Jurisdiction Process. We cannot currently predict the impact of these changes to the law or whether any other covered agreements will be successfully adopted, and cannot currently estimate the impact of these changes to the law and any such adopted covered agreements on our business, financial condition or operating results. The FIO also can recommend to the FSOC 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, i.e., a "systemically important financial institution" or a "non-bank SIFI." An insurer so designated by FSOC will be subject to Federal Reserve supervision and heightened prudential standards. There are currently no such non-bank SIFIs designated by FSOC. In (cid:1)ovember 2017, the U.S. Department of Treasury issued a report recommending certain changes to FSOC’s process for designating non-bank SIFIs in order to make the designation process more rigorous, clear and transparent. On December 4, 2019, FSOC approved final guidance related to a revised process for designating non-bank SIFIs, which substantially changes FSOC’s previous procedures by adopting an activities-based approach and moving away from the entities-based approach. The final guidance became effective on January 29, 2020. Based upon our current business model and balance sheet, we do not believe that we will be designated by the FSOC as such an institution. Although the potential impacts of the Dodd-Frank Act, its implementing regulations and potential amendments to the Dodd-Frank Act on the U.S. insurance industry are not clear, our business could be affected by changes to the U.S. system of insurance regulation or our designation or the designation of insurers or reinsurers with which we do business as systemically important non-bank financial companies. International Regulation Our insurance subsidiaries based in the United Kingdom are regulated by the Prudential Regulation Authority ("PRA") and/or the Financial Conduct Authority ("FCA"). The PRA's primary objectives with regard to insurers are to promote the safety and soundness of insurers and to contribute to the securing of an appropriate degree of protection for current and future policyholders, while the FCA has three operational objectives: (i) to secure an appropriate degree of protection for consumers, (ii) to protect and enhance the integrity of the United Kingdom's financial system, and (iii) to promote effective competition in the interests of consumers in the financial services markets. The PRA and FCA employ a variety of regulatory tools to achieve their objectives, including periodic auditing and reporting requirements, risk assessment reviews, minimum solvency margins and individual capital assessment requirements, dividend restrictions, in certain cases, approval requirements governing the appointment of key officers, approval requirements governing controlling ownership interests and various other requirements. Certain of our subsidiaries are authorized by the PRA to effect and carry out contracts of insurance (which includes reinsurance) in the U.K. and are regulated by both the PRA and the FCA for prudential and conduct of business matters respectively. Our Lloyd's managing agency is also regulated by Lloyd's, and the Lloyd's syndicate business is subject to Lloyd's supervision. Through Lloyd's, we are licensed to write business in various countries throughout the world by virtue of Lloyd's international licenses. In each such country, we are subject to the laws and insurance regulation of that country. Our insurance subsidiary based in Liechtenstein is regulated by the Financial Market Authority of Liechtenstein, which has regulatory tools 27983be 10K 24 analogous to those of the U.K. regulators noted above. Additionally, U.K. and Liechtenstein laws and regulations also impact us as “controllers” of our European-regulated subsidiaries, whereby we are required to notify the appropriate authorities about significant events relating to such regulated subsidiaries' controllers (i.e. persons or entities which have certain levels of direct or indirect voting power or economic interests in the regulated entities) as well as changes of control, and to submit annual reports regarding their controllers. The PRA/FCA's Senior Managers and Certification Regime and analogous regulation in Liechtenstein further provide regulatory frameworks for standards of fitness and propriety, conduct and accountability for individuals in positions of responsibility at insurers. In addition, certain employees are individually registered at Lloyd's. An insurance company with authorization to write insurance business in the U.K. may currently provide cross-border services in the other member states of the European Economic Area (“EEA”), a group including member states of the EU and (cid:1)orway, Liechtenstein and Iceland. These rights may be restricted or modified depending on the United Kingdom’s withdrawal from the EU. See below “Risks Relating To Our Business-The United Kingdom leaving the EU could adversely affect our business” for more information. Our insurance business throughout the EU and EEA is subject to "Solvency II", an insurance regulatory regime governing, among other things, capital adequacy and risk management which became effective on January 1, 2016. Lloyd’s applies a capital adequacy test to all Lloyd’s syndicates, including our syndicate, that is based on Solvency II principles. Solvency II provides for the supervision of group solvency. Under Solvency II, it is possible that the U.S. parent of a European Union subsidiary could be subject to certain Solvency II requirements if the U.S. company is not already subject to regulations deemed “equivalent” to Solvency II. Currently, the U.S. system of insurance regulation relating to group supervision is not deemed "equivalent" to Solvency II by European Union authorities. However, we have received a waiver from the PRA, subject to conditions, with respect to the PRA's supervision of our group, which waives the requirement on us to maintain a group solvency capital requirement as calculated under Solvency II rules. The Covered Agreement also prohibits any EU supervisor from exercising group-wide supervision at any level above the highest company organized in the country of that supervisor. We must also comply with the EU General Data Protection Regulation (“GDPR”), which took effect in May 2018. The regulation’s goal is to impose increased individual rights and protections for all personal data located in or originating from the EU. GDPR is extraterritorial in that it applies to all businesses in the EU and any business outside the EU that process EU personal data of individuals in the EU. Moreover, there are significant fines associated with non-compliance. In particular, we will need to monitor our compliance with all relevant member states' laws and regulations, including where permitted derogations from the GDPR are introduced. The introduction of the GDPR, and any resultant changes in EU member states’ national laws and regulations, has increased our compliance obligations and has necessitated the review and implementation of policies and processes relating to our collection and use of data, and has required us to change our business practices regarding these matters. In addition, we may be affected by regulatory policies adopted by the IAIS, an international standard setter consisting of supervisors and regulators from more than 200 jurisdictions. The IAIS has been working on several initiatives to consider changes to insurer solvency standards and group supervision of companies in a holding company system in response to the increasing globalization of the insurance sector. In (cid:1)ovember 2019, the IAIS formally adopted a global framework for the supervision of internationally active insurance groups (“IAIGs”), which is referred to as the Common Framework for the Supervision of Internationally Active Insurance Groups, or “ComFrame.” ComFrame is intended to provide a framework of basic standards for IAIGs and a process for supervisors to cooperate in the supervision of IAIGs. Also in (cid:1)ovember 2019, the IAIS adopted a risk-based group-wide global insurance capital standard (“ICS”) that will apply to IAIGs and ultimately form a part of ComFrame. The ICS will undergo a five-year monitoring period starting in January 2020 during which time it will be used for confidential reporting and discussion in supervisory colleges to provide feedback to the IAIS on the ICS’s design and performance, but it will not trigger any supervisory action. Following the monitoring period, the ICS is expected to be implemented in 2025 as a group-wide prescribed capital requirement for IAIGs and integrated into the rest of ComFrame. As noted above under “- U.S. Regulation,” it is unclear how the development of the ICS will interact with existing capital requirements for insurance companies in the United States and the (cid:1)AIC’s development of the GCC. Our international operations are also subject to varying degrees of regulation in Mexico, Australia and Canada and in certain other countries in Europe, South America, and Southeast Asia. Generally, our subsidiaries must satisfy local regulatory requirements. While each country imposes licensing, solvency, auditing and financial reporting requirements, the type and extent of the requirements differ substantially. Key areas where country regulations may differ include: (i) the type of financial reports to be filed; (ii) a requirement to use local intermediaries; (iii) the amount of reinsurance permissible; (iv) the scope of any regulation of policy forms and rates; and (v) the type and frequency of regulatory examinations. 16 17 24 27983be 10K 27983be_10K.indd 24 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 4 2 2/26/20 12:08 PM 2 5 2 7 9 8 3 b e 1 0 K Competition 27983be 10K 25 The property casualty insurance and reinsurance businesses are highly competitive, with many insurance companies of various sizes, as well as other entities offering risk alternatives such as self-insured retentions or captive programs, transacting business in the United States and internationally. We compete directly with a large number of these companies. Competition in our industry is largely measured by the ability to provide insurance and services at a price and on terms that are reasonable and acceptable to the customer. Our strategy in this highly fragmented industry is to seek specialized areas or geographic regions where our operating units can gain a competitive advantage by responding quickly to changing market conditions. Our operating units establish their own pricing practices based upon a Company-wide philosophy to price products with the intent of making an underwriting profit. Competition for insurance business within the United States comes from other specialty insurers, regional carriers, large national multi-line companies and reinsurers. Our specialty operating units compete with excess and surplus insurers as well as standard carriers. Other regional units compete with mutual and other regional stock companies as well as national carriers. Additionally, direct writers of property casualty insurance compete with our regional units by writing insurance through their salaried employees, generally at a lower acquisition cost than through independent agents such as those used by the Company. We compete internationally with native insurance operations both large and small, which in some cases are related to government entities, as well as with branches or local subsidiaries of multinational companies. Competition for reinsurance business, which is especially strong, comes from domestic and foreign reinsurers, which produce their business either on a direct basis or through the broker market. These competitors include Swiss Re, Munich Re, Berkshire Hathaway, Transatlantic Reinsurance, Partner Re and others. In recent years, various institutional investors have increasingly sought to participate in the property and casualty insurance and reinsurance industries. Well-capitalized new entrants to the property and casualty insurance and reinsurance industries, or existing competitors that receive substantial infusions of capital, provide increasing competition, which may adversely impact our business and profitability. Further, an expanded supply of reinsurance capital may lower costs for insurers that rely on reinsurance and, as a consequence, those insurers may be able to price their products more competitively. Employees As of January 31, 2020, we employed 7,493 individuals. Of this number, our subsidiaries employed 7,356 persons and the remaining persons were employed at the parent company. Other Information about the Company's Business We maintain an interest in the acquisition and startup of complementary businesses and continue to evaluate possible acquisitions and new ventures on an ongoing basis. In addition, our operating units develop new coverages or enter lines of business to meet the needs of insureds. Seasonal weather variations and other events affect the severity and frequency of losses sustained by the insurance and reinsurance operating units. Although the effect on our business of catastrophes such as tornadoes, hurricanes, hailstorms, wildfires, earthquakes and terrorist acts may be mitigated by reinsurance, they nevertheless can have a significant impact on the results of any one or more reporting periods. We have no customer that accounts for 10 percent or more of our consolidated revenues. Compliance by W. R. Berkley and its subsidiaries with federal, state and local provisions that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to protection of the environment, has not had a material effect upon our capital expenditures, earnings or competitive position. The Company's internet address is www.berkley.com. The information on our website is not incorporated by reference in this annual report on Form 10-K. The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act and other reports filed by us or with respect to our securities by others are accessible free of charge through this website as soon as reasonably practicable after they have been electronically filed with or furnished to the SEC. 18 25 27983be 10K 27983be_10K.indd 25 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 5 2 2/26/20 12:08 PM ITEM 1A. RISK FACTORS Our businesses face significant risks. If any of the events or circumstances described as risks below occur, our businesses, results of operations and/or financial condition could be materially and adversely affected. In addition to those described below, our businesses may also be adversely affected by risks and uncertainties not currently known to us or that we currently consider immaterial. Risks Relating to Our Industry industry. Our results may fluctuate as a result of many factors, including cyclical changes in the insurance and reinsurance The results of companies in the property casualty insurance industry historically have been subject to significant fluctuations and uncertainties in demand and pricing, causing cyclical changes in the insurance and reinsurance industry. The demand for insurance is influenced primarily by general economic conditions, while the supply of insurance is often directly related to available capacity or the perceived profitability of the business. In recent years, we have faced significant competition in our business, as a result of new entrants and capital providers, as well as existing insurers seeking to gain or maintain market share. Recently, premium rates have increased 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 coverage and the effects of economic or social inflation on the amount of compensation due for injuries or losses. In addition, investment rates of return have impacted rate adequacy, with interest rates remaining at or near historic lows. These factors can have a significant impact on ultimate profitability because a property casualty insurance policy is priced before its costs are known as premiums usually are determined long before claims are reported. These factors could produce results that would have a negative impact on our results of operations and financial condition. We face significant competitive pressures in our businesses, which have pressured premium rates in certain areas and could harm our ability to maintain or increase our profitability and premium volume. We compete with a large number of other companies in our selected lines of business. We compete, and will continue to compete, with major U.S. and non-U.S. insurers and reinsurers, other regional companies, as well as mutual companies, specialty insurance companies, underwriting agencies, diversified financial services companies and insurtech companies. 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 provided (including ease of doing business over the internet), speed of claims payment and reputation and experience in the lines to be written. In recent years, the insurance industry has undergone consolidation, which may further increase competition. Some of our competitors, particularly in the reinsurance business, have greater financial and/or marketing resources than we do. These competitors within the reinsurance market include Swiss Re, Munich Re, Berkshire Hathaway, Transatlantic Reinsurance, and Partner Re. We expect that perceived financial strength, in particular, will become more important as customers seek high quality reinsurers. Over the past several years, increased supply has led to significant competition in our business. Our E&S operating units have also encountered competition from admitted companies seeking to increase market share. More recently, insurance prices have generally increased for most lines of business, excluding workers' compensation. However, loss costs have also increased and the duration and magnitude of the improving pricing environment remains uncertain. With the low level of interest rates available, 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 these and our other lines of business. In recent years, various types of investors have increasingly sought to participate in the property and casualty insurance and reinsurance industries. Well-capitalized new entrants to the property and casualty insurance and reinsurance industries, or existing competitors that receive substantial infusions of capital or access to third-party capital, provide increasing competition, which may adversely impact our business and profitability. Further, an expanded supply of reinsurance capital may lower costs for insurers that rely on reinsurance and, as a consequence, those insurers may be able to price their products more competitively. In addition, technology companies or other third parties have created, and may in the future create, technology- enabled business models, processes, platforms or alternate distribution channels that may adversely impact our competitive position. This intense competition could cause the supply and/or demand for insurance or reinsurance to change, which affect our ability to price our products at attractive rates and retain existing business or write new products at adequate rates or on terms 19 2 6 2 7 9 8 3 b e 1 0 K Competition The property casualty insurance and reinsurance businesses are highly competitive, with many insurance companies of various sizes, as well as other entities offering risk alternatives such as self-insured retentions or captive programs, transacting business in the United States and internationally. We compete directly with a large number of these companies. Competition in our industry is largely measured by the ability to provide insurance and services at a price and on terms that are reasonable and acceptable to the customer. Our strategy in this highly fragmented industry is to seek specialized areas or geographic regions where our operating units can gain a competitive advantage by responding quickly to changing market conditions. Our operating units establish their own pricing practices based upon a Company-wide philosophy to price products with the intent of making an underwriting profit. Competition for insurance business within the United States comes from other specialty insurers, regional carriers, large national multi-line companies and reinsurers. Our specialty operating units compete with excess and surplus insurers as well as standard carriers. Other regional units compete with mutual and other regional stock companies as well as national carriers. Additionally, direct writers of property casualty insurance compete with our regional units by writing insurance through their salaried employees, generally at a lower acquisition cost than through independent agents such as those used by the Company. We compete internationally with native insurance operations both large and small, which in some cases are related to government entities, as well as with branches or local subsidiaries of multinational companies. Competition for reinsurance business, which is especially strong, comes from domestic and foreign reinsurers, which produce their business either on a direct basis or through the broker market. These competitors include Swiss Re, Munich Re, Berkshire Hathaway, Transatlantic Reinsurance, Partner Re and others. In recent years, various institutional investors have increasingly sought to participate in the property and casualty insurance and reinsurance industries. Well-capitalized new entrants to the property and casualty insurance and reinsurance industries, or existing competitors that receive substantial infusions of capital, provide increasing competition, which may adversely impact our business and profitability. Further, an expanded supply of reinsurance capital may lower costs for insurers that rely on reinsurance and, as a consequence, those insurers may be able to price their products more competitively. Employees As of January 31, 2020, we employed 7,493 individuals. Of this number, our subsidiaries employed 7,356 persons and the remaining persons were employed at the parent company. Other Information about the Company's Business We maintain an interest in the acquisition and startup of complementary businesses and continue to evaluate possible acquisitions and new ventures on an ongoing basis. In addition, our operating units develop new coverages or enter lines of business to meet the needs of insureds. Seasonal weather variations and other events affect the severity and frequency of losses sustained by the insurance and reinsurance operating units. Although the effect on our business of catastrophes such as tornadoes, hurricanes, hailstorms, wildfires, earthquakes and terrorist acts may be mitigated by reinsurance, they nevertheless can have a significant impact on the results of any one or more reporting periods. We have no customer that accounts for 10 percent or more of our consolidated revenues. Compliance by W. R. Berkley and its subsidiaries with federal, state and local provisions that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to protection of the environment, has not had a material effect upon our capital expenditures, earnings or competitive position. The Company's internet address is www.berkley.com. The information on our website is not incorporated by reference in this annual report on Form 10-K. The Company's annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act and other reports filed by us or with respect to our securities by others are accessible free of charge through this website as soon as reasonably practicable after they have been electronically filed with or furnished to the SEC. 27983be 10K 26 ITEM 1A. RISK FACTORS Our businesses face significant risks. If any of the events or circumstances described as risks below occur, our businesses, results of operations and/or financial condition could be materially and adversely affected. In addition to those described below, our businesses may also be adversely affected by risks and uncertainties not currently known to us or that we currently consider immaterial. Risks Relating to Our Industry Our results may fluctuate as a result of many factors, including cyclical changes in the insurance and reinsurance industry. The results of companies in the property casualty insurance industry historically have been subject to significant fluctuations and uncertainties in demand and pricing, causing cyclical changes in the insurance and reinsurance industry. The demand for insurance is influenced primarily by general economic conditions, while the supply of insurance is often directly related to available capacity or the perceived profitability of the business. In recent years, we have faced significant competition in our business, as a result of new entrants and capital providers, as well as existing insurers seeking to gain or maintain market share. Recently, premium rates have increased 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 coverage and the effects of economic or social inflation on the amount of compensation due for injuries or losses. In addition, investment rates of return have impacted rate adequacy, with interest rates remaining at or near historic lows. These factors can have a significant impact on ultimate profitability because a property casualty insurance policy is priced before its costs are known as premiums usually are determined long before claims are reported. These factors could produce results that would have a negative impact on our results of operations and financial condition. We face significant competitive pressures in our businesses, which have pressured premium rates in certain areas and could harm our ability to maintain or increase our profitability and premium volume. We compete with a large number of other companies in our selected lines of business. We compete, and will continue to compete, with major U.S. and non-U.S. insurers and reinsurers, other regional companies, as well as mutual companies, specialty insurance companies, underwriting agencies, diversified financial services companies and insurtech companies. 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 provided (including ease of doing business over the internet), speed of claims payment and reputation and experience in the lines to be written. In recent years, the insurance industry has undergone consolidation, which may further increase competition. Some of our competitors, particularly in the reinsurance business, have greater financial and/or marketing resources than we do. These competitors within the reinsurance market include Swiss Re, Munich Re, Berkshire Hathaway, Transatlantic Reinsurance, and Partner Re. We expect that perceived financial strength, in particular, will become more important as customers seek high quality reinsurers. Over the past several years, increased supply has led to significant competition in our business. Our E&S operating units have also encountered competition from admitted companies seeking to increase market share. More recently, insurance prices have generally increased for most lines of business, excluding workers' compensation. However, loss costs have also increased and the duration and magnitude of the improving pricing environment remains uncertain. With the low level of interest rates available, 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 these and our other lines of business. In recent years, various types of investors have increasingly sought to participate in the property and casualty insurance and reinsurance industries. Well-capitalized new entrants to the property and casualty insurance and reinsurance industries, or existing competitors that receive substantial infusions of capital or access to third-party capital, provide increasing competition, which may adversely impact our business and profitability. Further, an expanded supply of reinsurance capital may lower costs for insurers that rely on reinsurance and, as a consequence, those insurers may be able to price their products more competitively. In addition, technology companies or other third parties have created, and may in the future create, technology- enabled business models, processes, platforms or alternate distribution channels that may adversely impact our competitive position. This intense competition could cause the supply and/or demand for insurance or reinsurance to change, which affect our ability to price our products at attractive rates and retain existing business or write new products at adequate rates or on terms 18 19 K 0 1 e b 3 8 9 7 2 6 2 26 27983be 10K 27983be_10K.indd 26 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 2 7 2 7 9 8 3 b e 1 0 K 27983be 10K 27 and conditions acceptable to us. If we are unable to retain existing business or write new business at adequate rates or on terms and conditions acceptable to us, our results of operations could be materially and adversely affected. The effects of these and other unforeseen emerging claim and coverage issues are difficult to predict and could harm our business and materially and adversely affect our results of operations. Our actual claims losses may exceed our reserves for claims, which may require us to establish additional reserves. As a property casualty insurer, we face losses from natural and man-made catastrophes. Our gross reserves for losses and loss expenses were approximately $12.6 billion as of December 31, 2019. Our loss reserves reflect our best estimates of the cost of settling claims and related expenses with respect to insured events that have occurred. Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management expects the ultimate settlement and claims administration will cost for claims that have occurred, whether known or unknown. The major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation. These estimates, which generally involve actuarial projections, are based on management's assessment of facts and circumstances then known, as well as estimates of future trends in claims severity and frequency, inflation, judicial theories of liability, reinsurance coverage, legislative changes and other factors, including the actions of third parties, which are beyond our control. The inherent uncertainties of estimating reserves are greater for certain types of liabilities, where long periods of time elapse before a definitive determination of liability is made and settlement is reached. In periods with increased economic volatility, it becomes more difficult to accurately predict claim costs. It is especially difficult to estimate the impact of inflation on loss reserves given the current economic environment and related government actions. Both inflation overall and medical cost inflation, which has historically been greater than inflation overall, can have an adverse impact. Reserve estimates are continually refined in an ongoing process as experience develops and further claims are reported and settled. Adjustments to reserves are reflected in the results of the periods in which such estimates are changed. Because setting reserves is inherently uncertain, we cannot assure that our current reserves will prove adequate in light of subsequent events. Should we need to increase our reserves, our pre-tax income for the reporting period would decrease by a corresponding amount. We discount our reserves for excess and assumed workers' compensation business because of the long period of time over which losses are paid. Discounting is intended to appropriately match losses and loss expenses to income earned on investment securities supporting liabilities. The expected loss and loss expense payout pattern subject to discounting is derived from our loss payout experience. Changes in the loss and loss expense payout pattern are recorded in the period they are determined. If the actual loss payout pattern is shorter than anticipated, the discount will be reduced and pre-tax income will decrease by a corresponding amount. The effects of emerging claim and coverage issues on our business are uncertain. As industry practices and economic, legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claim and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims. Examples of emerging claims and coverage issues include, but are not limited to: • • • judicial expansion of policy coverage and a greater propensity to grant claimants more favorable amounts and the impact of new theories of liability; plaintiffs targeting property and casualty insurers, including us, in purported class action litigation relating to claims- handling and other practices; social inflation trends, including higher and more frequent claims, more favorable judgments and legislated increases; • medical developments that link health issues to particular causes, resulting in liability claims; • • • claims relating to unanticipated consequences of current or new technologies, including cyber security related risks; claims relating to potentially changing climate conditions; and increased claims due to third party funding of litigation. In some instances, these emerging issues may not become apparent for some time after we have issued the affected insurance policies. As a result, the full extent of liability under our insurance policies may not be known until many years after the policies are issued. In addition, the potential passage of new legislation designed to expand the right to sue, to remove limitations on recovery, to extend the statutes of limitations or otherwise to repeal or weaken tort reforms could have an adverse impact on our business. 20 Property casualty insurers are subject to claims arising out of catastrophes that may have a significant effect on their results of operations, liquidity and financial condition. Catastrophe losses have had a significant impact on our results. For example, catastrophe losses net of reinsurance recoveries were $90 million in 2019, $105 million in 2018, and $184 million in 2017. Similarly, man-made catastrophes can also have a material impact on our financial results. Catastrophes can be caused by various events, including hurricanes, windstorms, earthquakes, tsunamis, hailstorms, explosions, severe winter weather and fires, as well as terrorist and other man-made activities, including drilling, mining and other industrial accidents, cyber events or terrorist activities. The incidence and severity of catastrophes are inherently unpredictable. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Some catastrophes are restricted to small geographic areas; however, hurricanes, earthquakes, tsunamis and other disasters may produce significant damage in large, heavily populated areas. Catastrophes can cause losses in a variety of our property and casualty lines, and most of our past catastrophe-related claims have resulted from severe storms. Seasonal weather variations or the impact of climate change may affect the severity and frequency of our losses. Insurance companies are not permitted to reserve for a catastrophe until it has occurred. It is therefore possible that a catastrophic event or multiple catastrophic events could produce significant losses and have a material adverse effect on our results of operations and financial condition. Changing climate conditions may increase the frequency and severity of catastrophic events and thereby adversely affect our financial condition and results. 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 trends and exposures. There is a growing scientific consensus that global warming and other climate change are increasing the frequency and severity of catastrophic weather events, such as hurricanes, tornadoes, windstorms, floods and other natural disasters. Such changes make it more difficult for us to predict and model catastrophic events, reducing our ability to accurately price our exposure to such events and mitigate our risks. Any increase in the frequency or severity of natural disasters may adversely affect our financial condition and results. We, as a primary insurer, may have significant exposure for terrorist acts. To the extent an act of terrorism, whether a domestic or foreign act, is certified by the Secretary of Treasury, we may be covered under the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”), for up to 81% of our covered losses as of January 1, 2020 for certain property/casualty lines of insurance. However, any such coverage would be subject to a mandatory deductible based on 20% of earned premium for the prior year for the covered lines of commercial property and casualty insurance. Based on our 2019 earned premiums, our aggregate deductible under TRIPRA during 2020 is approximately $993 million. In addition, the coverage provided under TRIPRA does not apply to reinsurance that we write. We are subject to extensive governmental regulation, which increases our costs and could restrict the conduct of our business. We are subject to extensive governmental regulation and supervision in both the United States and foreign jurisdictions. Most insurance regulations are designed to protect the interests of policyholders rather than stockholders and other investors. This system of regulation, generally administered in the United States by a department of insurance in each state in which we do business, relates to, among other things: standards of solvency, including risk-based capital measurements; restrictions on the nature, quality and concentration of investments; requirements pertaining to certain methods of accounting; evaluating enterprise risk to an insurer; rate and form regulation pertaining to certain of our insurance businesses; potential assessments for the provision of funds necessary for the settlement of covered claims under certain policies provided by impaired, insolvent or failed insurance companies; and involvement in the payment or adjudication of catastrophe or other claims beyond the terms of the policies. 21 • • • • • • • K 0 1 e b 3 8 9 7 2 7 2 27 27983be 10K 27983be_10K.indd 27 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 2 8 2 7 9 8 3 b e 1 0 K 27983be 10K 28 and conditions acceptable to us. If we are unable to retain existing business or write new business at adequate rates or on terms The effects of these and other unforeseen emerging claim and coverage issues are difficult to predict and could harm our and conditions acceptable to us, our results of operations could be materially and adversely affected. business and materially and adversely affect our results of operations. Our actual claims losses may exceed our reserves for claims, which may require us to establish additional reserves. As a property casualty insurer, we face losses from natural and man-made catastrophes. Our gross reserves for losses and loss expenses were approximately $12.6 billion as of December 31, 2019. Our loss reserves reflect our best estimates of the cost of settling claims and related expenses with respect to insured events that have occurred. Reserves do not represent an exact calculation of liability. Rather, reserves represent an estimate of what management Property casualty insurers are subject to claims arising out of catastrophes that may have a significant effect on their results of operations, liquidity and financial condition. Catastrophe losses have had a significant impact on our results. For example, catastrophe losses net of reinsurance recoveries were $90 million in 2019, $105 million in 2018, and $184 million in 2017. Similarly, man-made catastrophes can also have a material impact on our financial results. expects the ultimate settlement and claims administration will cost for claims that have occurred, whether known or unknown. Catastrophes can be caused by various events, including hurricanes, windstorms, earthquakes, tsunamis, hailstorms, The major assumptions about anticipated loss emergence patterns are subject to unanticipated fluctuation. These estimates, which generally involve actuarial projections, are based on management's assessment of facts and circumstances then known, as well as estimates of future trends in claims severity and frequency, inflation, judicial theories of liability, reinsurance coverage, legislative changes and other factors, including the actions of third parties, which are beyond our control. The inherent uncertainties of estimating reserves are greater for certain types of liabilities, where long periods of time elapse before a definitive determination of liability is made and settlement is reached. In periods with increased economic volatility, it becomes more difficult to accurately predict claim costs. It is especially difficult to estimate the impact of inflation on loss reserves given the current economic environment and related government actions. Both inflation overall and medical cost inflation, which has historically been greater than inflation overall, can have an adverse impact. Reserve estimates are continually refined in an ongoing process as experience develops and further claims are reported and settled. Adjustments to reserves are reflected in the results of the periods in which such estimates are changed. Because setting reserves is inherently uncertain, we cannot assure that our current reserves will prove adequate in light of subsequent explosions, severe winter weather and fires, as well as terrorist and other man-made activities, including drilling, mining and other industrial accidents, cyber events or terrorist activities. The incidence and severity of catastrophes are inherently unpredictable. The extent of losses from a catastrophe is a function of both the total amount of insured exposure in the area affected by the event and the severity of the event. Some catastrophes are restricted to small geographic areas; however, hurricanes, earthquakes, tsunamis and other disasters may produce significant damage in large, heavily populated areas. Catastrophes can cause losses in a variety of our property and casualty lines, and most of our past catastrophe-related claims have resulted from severe storms. Seasonal weather variations or the impact of climate change may affect the severity and frequency of our losses. Insurance companies are not permitted to reserve for a catastrophe until it has occurred. It is therefore possible that a catastrophic event or multiple catastrophic events could produce significant losses and have a material adverse effect on our results of operations and financial condition. Changing climate conditions may increase the frequency and severity of catastrophic events and thereby adversely affect our financial condition and results. events. Should we need to increase our reserves, our pre-tax income for the reporting period would decrease by a corresponding Over the past several years, changing weather patterns and climatic conditions, such as global warming, appear to have amount. We discount our reserves for excess and assumed workers' compensation business because of the long period of time over which losses are paid. Discounting is intended to appropriately match losses and loss expenses to income earned on investment securities supporting liabilities. The expected loss and loss expense payout pattern subject to discounting is derived from our loss payout experience. Changes in the loss and loss expense payout pattern are recorded in the period they are determined. If the actual loss payout pattern is shorter than anticipated, the discount will be reduced and pre-tax income will decrease by a corresponding amount. The effects of emerging claim and coverage issues on our business are uncertain. As industry practices and economic, legal, judicial, social and other environmental conditions change, unexpected and unintended issues related to claim and coverage may emerge. These issues may adversely affect our business by either extending coverage beyond our underwriting intent or by increasing the number or size of claims. Examples of emerging claims and coverage issues include, but are not limited to: judicial expansion of policy coverage and a greater propensity to grant claimants more favorable amounts and the impact of new theories of liability; handling and other practices; increases; plaintiffs targeting property and casualty insurers, including us, in purported class action litigation relating to claims- social inflation trends, including higher and more frequent claims, more favorable judgments and legislated • medical developments that link health issues to particular causes, resulting in liability claims; claims relating to unanticipated consequences of current or new technologies, including cyber security related risks; claims relating to potentially changing climate conditions; and increased claims due to third party funding of litigation. In some instances, these emerging issues may not become apparent for some time after we have issued the affected insurance policies. As a result, the full extent of liability under our insurance policies may not be known until many years after In addition, the potential passage of new legislation designed to expand the right to sue, to remove limitations on recovery, to extend the statutes of limitations or otherwise to repeal or weaken tort reforms could have an adverse impact on our the policies are issued. business. • • • • • • contributed to the unpredictability, frequency and severity of natural disasters and created additional uncertainty as to future trends and exposures. There is a growing scientific consensus that global warming and other climate change are increasing the frequency and severity of catastrophic weather events, such as hurricanes, tornadoes, windstorms, floods and other natural disasters. Such changes make it more difficult for us to predict and model catastrophic events, reducing our ability to accurately price our exposure to such events and mitigate our risks. Any increase in the frequency or severity of natural disasters may adversely affect our financial condition and results. We, as a primary insurer, may have significant exposure for terrorist acts. To the extent an act of terrorism, whether a domestic or foreign act, is certified by the Secretary of Treasury, we may be covered under the Terrorism Risk Insurance Program Reauthorization Act of 2015 (“TRIPRA”), for up to 81% of our covered losses as of January 1, 2020 for certain property/casualty lines of insurance. However, any such coverage would be subject to a mandatory deductible based on 20% of earned premium for the prior year for the covered lines of commercial property and casualty insurance. Based on our 2019 earned premiums, our aggregate deductible under TRIPRA during 2020 is approximately $993 million. In addition, the coverage provided under TRIPRA does not apply to reinsurance that we write. We are subject to extensive governmental regulation, which increases our costs and could restrict the conduct of our business. We are subject to extensive governmental regulation and supervision in both the United States and foreign jurisdictions. Most insurance regulations are designed to protect the interests of policyholders rather than stockholders and other investors. This system of regulation, generally administered in the United States by a department of insurance in each state in which we do business, relates to, among other things: • • • • • • • standards of solvency, including risk-based capital measurements; restrictions on the nature, quality and concentration of investments; requirements pertaining to certain methods of accounting; evaluating enterprise risk to an insurer; rate and form regulation pertaining to certain of our insurance businesses; potential assessments for the provision of funds necessary for the settlement of covered claims under certain policies provided by impaired, insolvent or failed insurance companies; and involvement in the payment or adjudication of catastrophe or other claims beyond the terms of the policies. 20 21 28 27983be 10K 27983be_10K.indd 28 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 2 2/26/20 12:08 PM 2 9 2 7 9 8 3 b e 1 0 K 27983be 10K 29 State insurance departments conduct periodic examinations of the affairs of insurance companies and require the filing of Our investments in non-U.S.-denominated assets are subject to fluctuations in non-U.S. securities and currency markets, annual and other reports relating to the financial condition of insurance companies, holding company issues and other matters. Our Insurance business internationally is also generally subject to a similar regulatory scheme in each of the jurisdictions where we conduct operations outside the United States. Federal financial services modernization legislation and legislative and regulatory initiatives taken or which may be taken in response to conditions in the financial markets, global insurance supervision and other factors may lead to additional federal regulation of the insurance industry in the coming years. The Dodd-Frank Act effected sweeping changes to financial services regulation in the United States. The Dodd-Frank Act established the Financial Stability Oversight Council (“FSOC”), which is authorized to recommend that certain systemically significant non-bank financial companies, including insurance companies, be regulated by the Board of Governors of the Federal Reserve. The Dodd-Frank Act also established a Federal Insurance Office (“FIO”) which is authorized to study, monitor and report to Congress on the U.S. insurance industry and the significance of global reinsurance to the U.S. insurance market. The FIO also can recommend to the FSOC 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 potential impact of the Dodd-Frank Act, as amended by the Economic Growth Act, on the U.S. insurance business is not clear. Our business could be affected by changes, whether as a result of the Dodd-Frank Act or otherwise, to the U.S. system of insurance regulation or our designation or the designation of insurers or reinsurers with which we do business as systemically significant non-bank financial companies. Although state regulation is the primary form of regulation of insurance and reinsurance in the United States, in addition to the changes brought about by the Dodd-Frank Act, Congress has considered various proposals relating to the creation of an optional federal charter and repeal of the insurance company antitrust exemption from the McCarran-Ferguson Act. We may be subject to potentially increased federal oversight as a financial institution. In addition, the current 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 and regulatory reporting for insurers and reinsurers may affect our insurance businesses. Implementation of Solvency II in EU member states occurred on January 1, 2016, and as the Solvency II regime evolves over time, we may be required to utilize a significant amount of resources to ensure compliance. In addition, despite the waiver of the Solvency II group capital requirements we received, Solvency II may have the effect of increasing the capital requirements of our EU domiciled insurers. Additionally, our capital requirements and compliance requirements may be adversely affected if the EU Commission does not deem the insurance regulatory regimes of the jurisdictions outside the EU in which we have insurance or reinsurance companies domiciled to be "equivalent" to Solvency II. If our compliance with Solvency II or any other regulatory regime is challenged, we may be subject to monetary or other penalties. In addition, in order to ensure compliance with applicable regulatory requirements or as a result of any investigation, including remediation efforts, we could be required to incur significant expenses and undertake additional work, which in turn may divert resources from our business. We may be unable to maintain all required licenses and approvals and our business may not fully comply with the wide variety of applicable laws and regulations or the relevant authority's interpretation of the laws and regulations. Also, some regulatory authorities have relatively broad discretion to grant, renew or revoke licenses and approvals. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us. 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 by regulatory authorities, may further restrict the conduct of our business. Risks Relating to Our Business Our international operations expose us to investment, political and economic risks, including foreign currency and credit risk. Our expanding international operations in the United Kingdom, Continental Europe, South America, Canada, Mexico, Scandinavia, the Asia-Pacific region, South Africa and Australia expose us to increased investment, political and economic risks, including foreign currency and credit risk. Changes in the value of the U.S. dollar relative to other currencies could have an adverse effect on our results of operations and financial condition. 22 29 27983be 10K 27983be_10K.indd 29 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 9 2 2/26/20 12:08 PM and those markets can be volatile. (cid:1)on-U.S. currency fluctuations also affect the value of any dividends paid by our non- U.S. subsidiaries to their parent companies in the U.S. The United Kingdom leaving the EU could adversely affect our business. The 2016 U.K. referendum on its membership in the EU resulted in a majority of U.K. voters voting in favor of the U.K. leaving the EU (“Brexit”). In accordance with the Withdrawal Agreement implementing Brexit, the U.K. formally left the EU on January 31, 2020. The Withdrawal Agreement provides for a transitional period ending on December 31, 2020, during which time the U.K. will continue 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 are expected to negotiate a long-term agreement covering, among other things, the terms of trade between them, which will be based on the principles set out in the accompanying Political Declaration. However, EU officials and others have expressed skepticism that such a trade deal can be agreed in the time frame allowed. The U.K. government has stated that it will not seek to extend the transitional period. There is, therefore, a risk that at the end of 2020 no trade deal (or only a minimal trade deal) will have been completed, with the result that a “hard” Brexit occurs on December 31, 2020. Depending on the terms of the long-term trade deal with the EU and/or whether or not a “hard” Brexit occurs on December 31, 2020, the U.K. could lose access to the single EU market and to free trade deals with several countries that already have agreements with the EU. Such barriers to trade 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. Brexit could also lead to legal uncertainty and differing laws and regulations between the U.K. and the EU. Any of these potential effects, and others we cannot anticipate, could adversely affect our results of operations or financial condition. We may be unable to attract and retain key personnel and qualified employees. We depend on our ability to attract and retain key personnel, including our President and CEO, Executive Chairman, senior executive officers, presidents of our operating units, experienced underwriters and other skilled employees who are knowledgeable about our business. If the quality of our underwriting team and other personnel decreases, we may be unable to 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. We cannot guarantee that our reinsurers will pay in a timely fashion, if at all, and, as a result, we could experience losses. We purchase reinsurance by transferring part of the risk that we have assumed, known as ceding, to a reinsurance company in exchange for part of the premium we receive in connection with the risk. Although reinsurance makes the reinsurer contractually liable to us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us, the reinsured, of our liability to our policyholders. Our reinsurers may not pay the reinsurance recoverables that they owe to us or they may not pay such recoverables on a timely basis. Accordingly, we bear credit risk with respect to our reinsurers, and if our reinsurers fail to pay us, our financial results would be adversely affected. Underwriting results and investment returns of some of our reinsurers may affect their future ability to pay claims. As of December 31, 2019, the amount due from our reinsurers was approximately $2,134 million, including amounts due from state funds and industry pools where it was intended that we would bear no risk. Certain of these amounts are secured by letters of credit or by funds held in trust on our behalf. We are subject to credit risk relating to our policyholders, independent agents and brokers. In addition to exposure to credit risk related to our reinsurance recoverables and investment portfolio, we are exposed to credit risk in several other areas of our business, including credit risk relating to policyholders, independent agents and brokers. For example our policyholders, independent agents or brokers may not pay a part of or the full amount of premiums owed to us or our brokers or other third party claim administrators may not deliver amounts owed on claims under our insurance and reinsurance contracts for which we have provided funds. As credit risk is generally a function of the economy, we face a greater credit risk in an economic downturn. While we attempt to manage credit risks through underwriting guidelines, collateral requirements and other oversight mechanisms, our efforts may not be successful. For example, to reduce such credit risk, we require certain third parties to post collateral for some or all of their obligations to us. In cases where we receive pledged securities and the applicable counterparty is unable to honor 23 3 0 2 7 9 8 3 b e 1 0 K 27983be 10K 30 State insurance departments conduct periodic examinations of the affairs of insurance companies and require the filing of Our investments in non-U.S.-denominated assets are subject to fluctuations in non-U.S. securities and currency markets, annual and other reports relating to the financial condition of insurance companies, holding company issues and other matters. Our Insurance business internationally is also generally subject to a similar regulatory scheme in each of the jurisdictions where and those markets can be volatile. (cid:1)on-U.S. currency fluctuations also affect the value of any dividends paid by our non- U.S. subsidiaries to their parent companies in the U.S. we conduct operations outside the United States. Federal financial services modernization legislation and legislative and regulatory initiatives taken or which may be taken in response to conditions in the financial markets, global insurance supervision and other factors may lead to additional federal regulation of the insurance industry in the coming years. The Dodd-Frank Act effected sweeping changes to financial services regulation in the United States. The Dodd-Frank Act established the Financial Stability Oversight Council (“FSOC”), which is authorized to recommend that certain systemically significant non-bank financial companies, including insurance companies, be regulated by the Board of Governors of the Federal Reserve. The Dodd-Frank Act also established a Federal Insurance Office (“FIO”) which is authorized to study, monitor and report to Congress on the U.S. insurance industry and the significance of global reinsurance to the U.S. insurance market. The FIO also can recommend to the FSOC 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 potential impact of the Dodd-Frank Act, as amended by the Economic Growth Act, on the U.S. insurance business is not clear. Our business could be affected by changes, whether as a result of the Dodd-Frank Act or otherwise, to the U.S. system of insurance regulation or our designation or the designation of insurers or reinsurers with which we do business as systemically significant non-bank financial companies. Although state regulation is the primary form of regulation of insurance and reinsurance in the United States, in addition to the changes brought about by the Dodd-Frank Act, Congress has considered various proposals relating to the creation of an optional federal charter and repeal of the insurance company antitrust exemption from the McCarran-Ferguson Act. We may be subject to potentially increased federal oversight as a financial institution. In addition, the current 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 and regulatory reporting for insurers and reinsurers may affect our insurance businesses. Implementation of Solvency II in EU member states occurred on January 1, 2016, and as the Solvency II regime evolves over time, we may be required to utilize a significant amount of resources to ensure compliance. In addition, despite the waiver of the Solvency II group capital requirements we received, Solvency II may have the effect of increasing the capital requirements of our EU domiciled insurers. Additionally, our capital requirements and compliance requirements may be adversely affected if the EU Commission does not deem the insurance regulatory regimes of the jurisdictions outside the EU in which we have insurance or reinsurance companies domiciled to be "equivalent" to Solvency II. If our compliance with Solvency II or any other regulatory regime is challenged, we may be subject to monetary or other penalties. In addition, in order to ensure compliance with applicable regulatory requirements or as a result of any investigation, including remediation efforts, we could be required to incur significant expenses and undertake additional work, which in turn may divert resources from our business. We may be unable to maintain all required licenses and approvals and our business may not fully comply with the wide variety of applicable laws and regulations or the relevant authority's interpretation of the laws and regulations. Also, some regulatory authorities have relatively broad discretion to grant, renew or revoke licenses and approvals. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, the insurance regulatory authorities could preclude or temporarily suspend us from carrying on some or all of our activities or monetarily penalize us. 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 by regulatory authorities, may further restrict the conduct of our business. Risks Relating to Our Business credit risk. Our international operations expose us to investment, political and economic risks, including foreign currency and Our expanding international operations in the United Kingdom, Continental Europe, South America, Canada, Mexico, Scandinavia, the Asia-Pacific region, South Africa and Australia expose us to increased investment, political and economic risks, including foreign currency and credit risk. Changes in the value of the U.S. dollar relative to other currencies could have an adverse effect on our results of operations and financial condition. The United Kingdom leaving the EU could adversely affect our business. The 2016 U.K. referendum on its membership in the EU resulted in a majority of U.K. voters voting in favor of the U.K. leaving the EU (“Brexit”). In accordance with the Withdrawal Agreement implementing Brexit, the U.K. formally left the EU on January 31, 2020. The Withdrawal Agreement provides for a transitional period ending on December 31, 2020, during which time the U.K. will continue 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 are expected to negotiate a long-term agreement covering, among other things, the terms of trade between them, which will be based on the principles set out in the accompanying Political Declaration. However, EU officials and others have expressed skepticism that such a trade deal can be agreed in the time frame allowed. The U.K. government has stated that it will not seek to extend the transitional period. There is, therefore, a risk that at the end of 2020 no trade deal (or only a minimal trade deal) will have been completed, with the result that a “hard” Brexit occurs on December 31, 2020. Depending on the terms of the long-term trade deal with the EU and/or whether or not a “hard” Brexit occurs on December 31, 2020, the U.K. could lose access to the single EU market and to free trade deals with several countries that already have agreements with the EU. Such barriers to trade 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. Brexit could also lead to legal uncertainty and differing laws and regulations between the U.K. and the EU. Any of these potential effects, and others we cannot anticipate, could adversely affect our results of operations or financial condition. We may be unable to attract and retain key personnel and qualified employees. We depend on our ability to attract and retain key personnel, including our President and CEO, Executive Chairman, senior executive officers, presidents of our operating units, experienced underwriters and other skilled employees who are knowledgeable about our business. If the quality of our underwriting team and other personnel decreases, we may be unable to 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. We cannot guarantee that our reinsurers will pay in a timely fashion, if at all, and, as a result, we could experience losses. We purchase reinsurance by transferring part of the risk that we have assumed, known as ceding, to a reinsurance company in exchange for part of the premium we receive in connection with the risk. Although reinsurance makes the reinsurer contractually liable to us to the extent the risk is transferred or ceded to the reinsurer, it does not relieve us, the reinsured, of our liability to our policyholders. Our reinsurers may not pay the reinsurance recoverables that they owe to us or they may not pay such recoverables on a timely basis. Accordingly, we bear credit risk with respect to our reinsurers, and if our reinsurers fail to pay us, our financial results would be adversely affected. Underwriting results and investment returns of some of our reinsurers may affect their future ability to pay claims. As of December 31, 2019, the amount due from our reinsurers was approximately $2,134 million, including amounts due from state funds and industry pools where it was intended that we would bear no risk. Certain of these amounts are secured by letters of credit or by funds held in trust on our behalf. We are subject to credit risk relating to our policyholders, independent agents and brokers. In addition to exposure to credit risk related to our reinsurance recoverables and investment portfolio, we are exposed to credit risk in several other areas of our business, including credit risk relating to policyholders, independent agents and brokers. For example our policyholders, independent agents or brokers may not pay a part of or the full amount of premiums owed to us or our brokers or other third party claim administrators may not deliver amounts owed on claims under our insurance and reinsurance contracts for which we have provided funds. As credit risk is generally a function of the economy, we face a greater credit risk in an economic downturn. While we attempt to manage credit risks through underwriting guidelines, collateral requirements and other oversight mechanisms, our efforts may not be successful. For example, to reduce such credit risk, we require certain third parties to post collateral for some or all of their obligations to us. In cases where we receive pledged securities and the applicable counterparty is unable to honor 22 23 K 0 1 e b 3 8 9 7 2 0 3 30 27983be 10K 27983be_10K.indd 30 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 3 1 2 7 9 8 3 b e 1 0 K 27983be 10K 31 its obligations, we may be exposed to credit risk on the securities pledged and/or the risk that our access to that collateral may be stayed as a result of bankruptcy. In cases where we receive letters of credit from banks as collateral and one of our counterparties is unable to honor its obligations, we are exposed to the credit risk of the banks that issued the letters of credit. We are rated by A.M. Best, Standard & Poor's, Moody's, and Fitch, and a decline in these ratings could affect our standing in the insurance industry and cause our sales and earnings to decrease. Ratings have become an increasingly important factor in establishing the competitive position of insurance companies. Certain of our insurance company subsidiaries are rated by A.M. Best, Standard & Poor's, Moody's and Fitch. Our ratings are subject to periodic review, and we cannot assure you that we will be able to retain our current or any future ratings. If our ratings are reduced from their current levels by A.M. Best, Standard & Poor's, Moody's or Fitch, our competitive position in the insurance industry could suffer and it would be more difficult for us to market our products. A ratings downgrade could also adversely limit our access to capital markets, which may increase the cost of debt. A significant downgrade could result in a substantial loss of business as policyholders move to other companies with higher financial strength ratings. If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks or reduce the level of our underwriting commitments. renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions could be significantly impaired and our business could be harmed. Failure to maintain the security of our networks and confidential data may expose us to liability. Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Computer viruses, hackers, employee misconduct and other external hazards could expose our data systems to security breaches. Our electronic transmission of personal, confidential and proprietary information to third parties with whom we have business relationships and our outsourcing of certain technology and business process functions to third parties may expose us to enhanced risk related to data security. While we attempt to develop secure data transmission capabilities with these third-party vendors and others with whom we do business, our vendors and third parties could still suffer data breaches that could result in the exposure of sensitive data and the infiltration of our computer systems. Our failure to protect sensitive personal and our proprietary information, whether owing to breaches of our own systems or those of our vendors, could result in significant monetary and reputational damages. These increased risks, and expanding regulatory requirements regarding data security, could expose us to data loss, monetary and reputational damages and significant increases in compliance costs. As a result, our ability to conduct our business could be materially and adversely affected. We could be adversely affected if our controls to ensure compliance with guidelines, policies and legal and regulatory As part of our overall risk and capacity management strategy, we purchase reinsurance for certain amounts of risk standards are not effective. underwritten by our insurance company subsidiaries, especially catastrophe risks and those risks with relatively high policy limits. We also purchase reinsurance on risks underwritten by others which we reinsure. Market conditions beyond our control determine the availability and cost of the reinsurance protection we seek to purchase, which may affect the level of our business and profitability. Our reinsurance contracts are generally subject to annual renewal, and we may be unable to maintain our current reinsurance contracts or to obtain other reinsurance contracts in adequate amounts and at favorable rates. In addition, we may be unable to obtain reinsurance on terms acceptable to us relating to certain lines of business that we intend to begin writing. If we are unable to renew our expiring contracts or to obtain new reinsurance contracts, either our net exposures would increase or, if we are unwilling to bear an increase in net exposures, we would have to reduce the level of our underwriting commitments, especially catastrophe exposed risks. Our business is highly dependent on our ability to engage on a daily basis in a large number of insurance underwriting, claim processing and investment activities, many of which are highly complex. These activities often are subject to internal guidelines and policies, as well as legal and regulatory standards, including those related to privacy, anti-corruption, anti- bribery and global finance and insurance matters. Our continued expansion into new international markets has brought about additional requirements. A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system's objectives will be met. If our controls are not effective, it could lead to financial loss, unanticipated risk exposure (including underwriting, credit and investment risk) or damage to our reputation. We could be adversely affected by recent and future changes in U.S. Federal income tax laws. Depending on conditions in the financial markets and the general economy, we may be unable to raise debt or equity Tax legislation commonly referred to as the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, capital if needed. If conditions in the financial markets and the general economy are unfavorable, which may result from disruptions, uncertainty or volatility in the capital and credit markets, we may be unable to access debt or equity capital on acceptable terms if needed, which could have a negative impact on our ability to invest in our insurance company subsidiaries and/or to take advantage of opportunities to expand our business, such as possible acquisitions and the creation of new ventures, and inhibit our ability to refinance our existing indebtedness if we desire to do so, on terms acceptable to us. We may not find suitable acquisition candidates or new insurance ventures and even if we do, we may not successfully integrate any such acquired companies or successfully invest in such ventures. As part of our present strategy, we continue to evaluate possible acquisition transactions and the start-up of complementary businesses on an ongoing basis, and at any given time we may be engaged in discussions with respect to possible acquisitions and new ventures. We cannot assure you that we will be able to identify suitable acquisition targets or insurance ventures, that such transactions will be financed and completed on acceptable terms or that our future acquisitions or start-up ventures will be successful. The process of integrating any companies we do acquire or investing in new ventures may have a material adverse effect on our results of operations and financial condition. If we experience difficulties with our information technology, telecommunications or other computer systems, our ability to conduct our business could be negatively or severely impacted. Our business is highly dependent upon our employees' ability to perform necessary business functions in an efficient and uninterrupted fashion. A shut-down of, or inability to access, one or more of our facilities, a power outage or a failure of one or more of our information technology, telecommunications or other computer systems could significantly impair our employees' ability to perform such functions on a timely basis. In the event of a disaster such as a natural catastrophe, terrorist attack or industrial accident, or the infection of our systems by a malicious computer virus, our systems could be inaccessible for an extended period of time. In addition, because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials or failures of controls if demand for our service exceeds capacity or a third-party system fails or experiences an interruption. If our business continuity plans or system security does not sufficiently address such a business interruption, system failure or service denial, our ability to write and process new and 24 31 27983be 10K 27983be_10K.indd 31 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 3 2/26/20 12:08 PM fundamentally overhauled the U.S. tax system by, among other significant changes, reducing the U.S. corporate income tax rate to 21%. In the context of the taxation of U.S. property/casualty insurance companies such as the Company, the Act also modifies the loss reserve discounting rules and the proration rules that apply to reduce reserve deductions to reflect the lower corporate income tax rate. It is possible that other legislation could be introduced and enacted by the current Congress or future Congresses that could have an adverse impact on us. (cid:1)ew regulations or pronouncements interpreting or clarifying provisions of the Act may be forthcoming. We cannot predict if, when or in what form such regulations or pronouncements may be provided, whether such guidance will have a retroactive effect or their potential impact on us. Risks Relating to Our Investments A significant amount of our assets is invested in fixed maturity securities and is subject to market fluctuations. Our investment portfolio consists substantially of fixed maturity securities. As of December 31, 2019, our investment in fixed maturity securities was approximately $14.2 billion, or 72.6% of our total investment portfolio, including cash and cash equivalents. As of that date, our portfolio of fixed maturity securities consisted of the following types of securities: U.S. Government securities (5.5%); state and municipal securities (28.1%); corporate securities (29.2%); asset-backed securities (19.7%); mortgage-backed securities (11.5%) and foreign government (6.0%). The fair value of these assets and the investment income from these assets fluctuate depending on general economic and market conditions. The fair value of fixed maturity securities generally decreases as interest rates rise. If significant inflation or an increase in interest rates were to occur, the fair value of our fixed maturity securities would be negatively impacted. Conversely, if interest rates decline, investment income earned from future investments in fixed maturity securities will be lower. Some fixed maturity securities, such as mortgage-backed and other asset-backed securities, also carry prepayment risk as a result of interest rate fluctuations. Additionally, given the low interest rate environment, we may not be able to successfully reinvest the proceeds from maturing securities at yields commensurate with our target performance goals. The value of investments in fixed maturity securities is subject to impairment as a result of deterioration in the credit worthiness of the issuer, default by the issuer (including states and municipalities) in the performance of its obligations in respect of the securities and/or increases in market interest rates. To a large degree, the credit risk we face is a function of the economy; accordingly, we face a greater risk in an economic downturn or recession. During periods of market disruption, it may be difficult to value certain of our securities, particularly if trading becomes less frequent and/or market data becomes less 25 3 2 2 7 9 8 3 b e 1 0 K 27983be 10K 32 its obligations, we may be exposed to credit risk on the securities pledged and/or the risk that our access to that collateral may be stayed as a result of bankruptcy. In cases where we receive letters of credit from banks as collateral and one of our counterparties is unable to honor its obligations, we are exposed to the credit risk of the banks that issued the letters of credit. We are rated by A.M. Best, Standard & Poor's, Moody's, and Fitch, and a decline in these ratings could affect our standing in the insurance industry and cause our sales and earnings to decrease. Ratings have become an increasingly important factor in establishing the competitive position of insurance companies. Certain of our insurance company subsidiaries are rated by A.M. Best, Standard & Poor's, Moody's and Fitch. Our ratings are subject to periodic review, and we cannot assure you that we will be able to retain our current or any future ratings. If our ratings are reduced from their current levels by A.M. Best, Standard & Poor's, Moody's or Fitch, our competitive position in the insurance industry could suffer and it would be more difficult for us to market our products. A ratings downgrade could also adversely limit our access to capital markets, which may increase the cost of debt. A significant downgrade could result in a substantial loss of business as policyholders move to other companies with higher financial strength ratings. If market conditions cause reinsurance to be more costly or unavailable, we may be required to bear increased risks or reduce the level of our underwriting commitments. renewal business, provide customer service, pay claims in a timely manner or perform other necessary business functions could be significantly impaired and our business could be harmed. Failure to maintain the security of our networks and confidential data may expose us to liability. Our operations rely on the secure processing, storage and transmission of confidential and other information in our computer systems and networks. Computer viruses, hackers, employee misconduct and other external hazards could expose our data systems to security breaches. Our electronic transmission of personal, confidential and proprietary information to third parties with whom we have business relationships and our outsourcing of certain technology and business process functions to third parties may expose us to enhanced risk related to data security. While we attempt to develop secure data transmission capabilities with these third-party vendors and others with whom we do business, our vendors and third parties could still suffer data breaches that could result in the exposure of sensitive data and the infiltration of our computer systems. Our failure to protect sensitive personal and our proprietary information, whether owing to breaches of our own systems or those of our vendors, could result in significant monetary and reputational damages. These increased risks, and expanding regulatory requirements regarding data security, could expose us to data loss, monetary and reputational damages and significant increases in compliance costs. As a result, our ability to conduct our business could be materially and adversely affected. We could be adversely affected if our controls to ensure compliance with guidelines, policies and legal and regulatory As part of our overall risk and capacity management strategy, we purchase reinsurance for certain amounts of risk standards are not effective. underwritten by our insurance company subsidiaries, especially catastrophe risks and those risks with relatively high policy limits. We also purchase reinsurance on risks underwritten by others which we reinsure. Market conditions beyond our control determine the availability and cost of the reinsurance protection we seek to purchase, which may affect the level of our business and profitability. Our reinsurance contracts are generally subject to annual renewal, and we may be unable to maintain our current reinsurance contracts or to obtain other reinsurance contracts in adequate amounts and at favorable rates. In addition, we may be unable to obtain reinsurance on terms acceptable to us relating to certain lines of business that we intend to begin writing. If we are unable to renew our expiring contracts or to obtain new reinsurance contracts, either our net exposures would increase or, if we are unwilling to bear an increase in net exposures, we would have to reduce the level of our underwriting Our business is highly dependent on our ability to engage on a daily basis in a large number of insurance underwriting, claim processing and investment activities, many of which are highly complex. These activities often are subject to internal guidelines and policies, as well as legal and regulatory standards, including those related to privacy, anti-corruption, anti- bribery and global finance and insurance matters. Our continued expansion into new international markets has brought about additional requirements. A control system, no matter how well designed and operated, can provide only reasonable assurance that the control system's objectives will be met. If our controls are not effective, it could lead to financial loss, unanticipated risk exposure (including underwriting, credit and investment risk) or damage to our reputation. commitments, especially catastrophe exposed risks. We could be adversely affected by recent and future changes in U.S. Federal income tax laws. Depending on conditions in the financial markets and the general economy, we may be unable to raise debt or equity Tax legislation commonly referred to as the Tax Cuts and Jobs Act, which was signed into law on December 22, 2017, capital if needed. If conditions in the financial markets and the general economy are unfavorable, which may result from disruptions, uncertainty or volatility in the capital and credit markets, we may be unable to access debt or equity capital on acceptable terms if needed, which could have a negative impact on our ability to invest in our insurance company subsidiaries and/or to take advantage of opportunities to expand our business, such as possible acquisitions and the creation of new ventures, and inhibit our ability to refinance our existing indebtedness if we desire to do so, on terms acceptable to us. We may not find suitable acquisition candidates or new insurance ventures and even if we do, we may not successfully integrate any such acquired companies or successfully invest in such ventures. As part of our present strategy, we continue to evaluate possible acquisition transactions and the start-up of complementary businesses on an ongoing basis, and at any given time we may be engaged in discussions with respect to possible acquisitions and new ventures. We cannot assure you that we will be able to identify suitable acquisition targets or insurance ventures, that such transactions will be financed and completed on acceptable terms or that our future acquisitions or start-up ventures will be successful. The process of integrating any companies we do acquire or investing in new ventures may have a material adverse effect on our results of operations and financial condition. If we experience difficulties with our information technology, telecommunications or other computer systems, our ability to conduct our business could be negatively or severely impacted. Our business is highly dependent upon our employees' ability to perform necessary business functions in an efficient and uninterrupted fashion. A shut-down of, or inability to access, one or more of our facilities, a power outage or a failure of one or more of our information technology, telecommunications or other computer systems could significantly impair our employees' ability to perform such functions on a timely basis. In the event of a disaster such as a natural catastrophe, terrorist attack or industrial accident, or the infection of our systems by a malicious computer virus, our systems could be inaccessible for an extended period of time. In addition, because our information technology and telecommunications systems interface with and depend on third-party systems, we could experience service denials or failures of controls if demand for our service exceeds capacity or a third-party system fails or experiences an interruption. If our business continuity plans or system security does not sufficiently address such a business interruption, system failure or service denial, our ability to write and process new and fundamentally overhauled the U.S. tax system by, among other significant changes, reducing the U.S. corporate income tax rate to 21%. In the context of the taxation of U.S. property/casualty insurance companies such as the Company, the Act also modifies the loss reserve discounting rules and the proration rules that apply to reduce reserve deductions to reflect the lower corporate income tax rate. It is possible that other legislation could be introduced and enacted by the current Congress or future Congresses that could have an adverse impact on us. (cid:1)ew regulations or pronouncements interpreting or clarifying provisions of the Act may be forthcoming. We cannot predict if, when or in what form such regulations or pronouncements may be provided, whether such guidance will have a retroactive effect or their potential impact on us. Risks Relating to Our Investments A significant amount of our assets is invested in fixed maturity securities and is subject to market fluctuations. Our investment portfolio consists substantially of fixed maturity securities. As of December 31, 2019, our investment in fixed maturity securities was approximately $14.2 billion, or 72.6% of our total investment portfolio, including cash and cash equivalents. As of that date, our portfolio of fixed maturity securities consisted of the following types of securities: U.S. Government securities (5.5%); state and municipal securities (28.1%); corporate securities (29.2%); asset-backed securities (19.7%); mortgage-backed securities (11.5%) and foreign government (6.0%). The fair value of these assets and the investment income from these assets fluctuate depending on general economic and market conditions. The fair value of fixed maturity securities generally decreases as interest rates rise. If significant inflation or an increase in interest rates were to occur, the fair value of our fixed maturity securities would be negatively impacted. Conversely, if interest rates decline, investment income earned from future investments in fixed maturity securities will be lower. Some fixed maturity securities, such as mortgage-backed and other asset-backed securities, also carry prepayment risk as a result of interest rate fluctuations. Additionally, given the low interest rate environment, we may not be able to successfully reinvest the proceeds from maturing securities at yields commensurate with our target performance goals. The value of investments in fixed maturity securities is subject to impairment as a result of deterioration in the credit worthiness of the issuer, default by the issuer (including states and municipalities) in the performance of its obligations in respect of the securities and/or increases in market interest rates. To a large degree, the credit risk we face is a function of the economy; accordingly, we face a greater risk in an economic downturn or recession. During periods of market disruption, it may be difficult to value certain of our securities, particularly if trading becomes less frequent and/or market data becomes less 24 25 K 0 1 e b 3 8 9 7 2 2 3 32 27983be 10K 27983be_10K.indd 32 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 3 3 2 7 9 8 3 b e 1 0 K 27983be 10K 33 observable. There may be certain asset classes that were in active markets with significant observable data that become illiquid due to the then current financial environment. In such cases, more securities may require additional subjectivity and management judgment. Although the historical rates of default on state and municipal securities have been relatively low, our state and municipal fixed maturity securities could be subject to a higher risk of default or impairment due to declining municipal tax bases and revenue. Many states and municipalities operate under deficits or projected deficits, the severity and duration of which could have an adverse impact on both the valuation of our state and municipal fixed maturity securities and the issuer's ability to perform its obligations thereunder. Additionally, our investments are subject to losses as a result of a general decrease in commercial and economic activity for an industry sector in which we invest, as well as risks inherent in particular securities. Although we attempt to manage these risks through the use of investment guidelines and other oversight mechanisms and by diversifying our portfolio and emphasizing preservation of principal, our efforts may not be successful. Impairments, defaults and/or rate increases could reduce our net investment income and net realized investment gains or result in investment losses. Investment returns are currently, and will likely continue to remain, under pressure due to the continued low inflation, actions by the Federal Reserve, economic uncertainty, more generally, and the shape of the yield curve. As a result, our exposure to the risks described above could materially and adversely affect our results of operations, liquidity and financial condition. We have invested a portion of our assets in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets, which are subject to significant volatility and may decline in value. We invest a portion of our investment portfolio in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets. At December 31, 2019, our investment in these assets was approximately $4.3 billion, or 22.1%, of our investment portfolio, including cash and cash equivalents. Merger and arbitrage trading securities were $400.8 million, or 2.1% of our investment portfolio, including cash and cash equivalents at December 31, 2019. Merger arbitrage involves investing in the securities of publicly held companies that are the targets in announced tender offers and mergers. Merger arbitrage differs from other types of investments in its focus on transactions and events believed likely to bring about a change in value over a relatively short time period, usually four months or less. Our merger arbitrage positions are exposed to the risk associated with the completion of announced deals, which are subject to regulatory as well as political and other risks. Real estate related investments, including directly owned, investment funds and loans receivable, were $2.6 billion, or 13.2% of our investment portfolio, including cash and cash equivalents, at December 31, 2019. We also invest in real estate, financial services, energy, transportation and other investment funds. The values of these investments are subject to fluctuation based on changes in the economy and interest rates in general and the related asset valuations in particular. In addition, our investments in real estate related assets and other alternative investments are less liquid than our other investments. These investments are subject to significant volatility as a result of the conditions in the financial and commodity markets and the global economy. exist if any person, directly or indirectly, owns, controls, holds the power to vote, or holds proxies representing 10% or more of the voting securities of that insurer or any parent company of such insurer. Indirect ownership includes ownership of the shares of our common stock. Thus, the insurance regulatory authorities of the states in which our insurance subsidiaries are domiciled are likely to apply these restrictions on acquisition of control to any proposed acquisition of our common stock. Some states require a person seeking to acquire control of an insurer licensed but not domiciled in that state to make a filing prior to completing an acquisition if the acquirer and its affiliates, on the one hand, and the target insurer and its affiliates, on the other hand, have specified market shares in the same lines of insurance in that state. Additionally, many foreign jurisdictions where we conduct business impose similar restrictions and requirements. These provisions can also lead to the imposition of conditions on an acquisition that could delay or prevent its consummation. These laws may discourage potential acquisition proposals and may delay, deter or prevent a change in control of us through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be desirable. Certain provisions in our organizational documents may have the effect of hindering, delaying or preventing third party takeovers and thus may prevent our stockholders from receiving premium prices for their shares in an unsolicited takeover or make it more difficult for third parties to replace our current management. Provisions of our Restated Certificate of Incorporation and By-Laws, as well as state insurance statutes, may hinder, delay or prevent unsolicited acquisitions or changes of our control. These provisions may also have the effect of making it more difficult for third parties to cause the replacement of our current management without the concurrence of our board of directors. our classified board of directors and the ability of our board to increase its size and to appoint directors to fill newly the requirement that 80% of our stockholders must approve mergers and other transactions between us and the holder of 5% or more of our shares, unless the transaction was approved by our board of directors prior to such holder's acquisition of 5% of our shares; and the need for advance notice in order to raise business or make nominations at stockholders' meetings. These provisions may discourage potential acquisition proposals and may delay, deter or prevent a change in control of us through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be desirable. These provisions include: created directorships; • • • ITEM 1B. U(cid:1)RESOLVED STAFF COMME(cid:1)TS There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934. Risks Relating to Purchasing Our Securities ITEM 2. PROPERTIES We are an insurance holding company and, therefore, may not be able to receive dividends in needed amounts. As an insurance holding company, our principal assets are the shares of capital stock of our insurance company subsidiaries. We have to rely on dividends from our insurance company subsidiaries to meet our obligations for paying principal and interest on outstanding debt obligations, paying dividends to stockholders and repurchasing our shares and paying corporate expenses. The payment of dividends by our insurance company subsidiaries is subject to regulatory restrictions and will depend on the surplus and future earnings of these subsidiaries. During 2020, the maximum amount of dividends that can be paid without regulatory approval is approximately $601 million. As a result, in the future we may not be able to receive dividends from these subsidiaries at times and in amounts necessary to meet our obligations, pay dividends or repurchase shares. Laws and regulations of the jurisdictions in which we conduct business could delay, deter or prevent an attempt to acquire control of us that stockholders might consider to be desirable, and may restrict a stockholder's ability to purchase our common stock. Generally, United States insurance holding company laws require that, before a person can acquire control of an insurance company, prior written approval must be obtained from the insurance regulatory authorities in the state in which that insurance company is domiciled. Pursuant to applicable laws and regulations, “control” over an insurer is generally presumed to 26 W. R. Berkley and its subsidiaries own or lease office buildings or office space suitable to conduct their operations. At December 31, 2019, the Company had aggregate office space of 4,227,391 square feet, of which 1,129,970 were owned and 3,097,421 were leased. Rental expense for the Company's operations was approximately $44,107,000, $45,778,000 and $52,925,000 for 2019, 2018 and 2017, respectively. Future minimum lease payments, without provision for sublease income, are $49,293,000 in 2020, $47,107,000 in 2021 and $189,134,000 thereafter. ITEM 3. LEGAL PROCEEDI(cid:1)GS The Company's subsidiaries are subject to disputes, including litigation and arbitration, arising in the ordinary course of their insurance and reinsurance businesses. The Company's estimates of the costs of settling such matters are reflected in its aggregate reserves for losses and loss expenses, and the Company does not believe that the ultimate outcome of such matters will have a material adverse effect on its financial condition or results of operations. 27 K 0 1 e b 3 8 9 7 2 3 3 33 27983be 10K 27983be_10K.indd 33 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 3 4 2 7 9 8 3 b e 1 0 K 27983be 10K 34 observable. There may be certain asset classes that were in active markets with significant observable data that become illiquid due to the then current financial environment. In such cases, more securities may require additional subjectivity and management judgment. Although the historical rates of default on state and municipal securities have been relatively low, our state and municipal fixed maturity securities could be subject to a higher risk of default or impairment due to declining municipal tax bases and revenue. Many states and municipalities operate under deficits or projected deficits, the severity and duration of which could have an adverse impact on both the valuation of our state and municipal fixed maturity securities and the issuer's ability to perform its obligations thereunder. Additionally, our investments are subject to losses as a result of a general decrease in commercial and economic activity for an industry sector in which we invest, as well as risks inherent in particular securities. Although we attempt to manage these risks through the use of investment guidelines and other oversight mechanisms and by diversifying our portfolio and emphasizing preservation of principal, our efforts may not be successful. Impairments, defaults and/or rate increases could reduce our net investment income and net realized investment gains or result in investment losses. Investment returns are currently, and will likely continue to remain, under pressure due to the continued low inflation, actions by the Federal Reserve, economic uncertainty, more generally, and the shape of the yield curve. As a result, our exposure to the risks described above could materially and adversely affect our results of operations, liquidity and financial condition. We have invested a portion of our assets in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets, which are subject to significant volatility and may decline in value. We invest a portion of our investment portfolio in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets. At December 31, 2019, our investment in these assets was approximately $4.3 billion, or 22.1%, of our investment portfolio, including cash and cash equivalents. Merger and arbitrage trading securities were $400.8 million, or 2.1% of our investment portfolio, including cash and cash equivalents at December 31, 2019. Merger arbitrage involves investing in the securities of publicly held companies that are the targets in announced tender offers and mergers. Merger arbitrage differs from other types of investments in its focus on transactions and events believed likely to bring about a change in value over a relatively short time period, usually four months or less. Our merger arbitrage positions are exposed to the risk associated with the completion of announced deals, which are subject to regulatory as well as political and other risks. Real estate related investments, including directly owned, investment funds and loans receivable, were $2.6 billion, or 13.2% of our investment portfolio, including cash and cash equivalents, at December 31, 2019. We also invest in real estate, financial services, energy, transportation and other investment funds. The values of these investments are subject to fluctuation based on changes in the economy and interest rates in general and the related asset valuations in particular. In addition, our investments in real estate related assets and other alternative investments are less liquid than our other investments. These investments are subject to significant volatility as a result of the conditions in the financial and commodity markets and the global economy. exist if any person, directly or indirectly, owns, controls, holds the power to vote, or holds proxies representing 10% or more of the voting securities of that insurer or any parent company of such insurer. Indirect ownership includes ownership of the shares of our common stock. Thus, the insurance regulatory authorities of the states in which our insurance subsidiaries are domiciled are likely to apply these restrictions on acquisition of control to any proposed acquisition of our common stock. Some states require a person seeking to acquire control of an insurer licensed but not domiciled in that state to make a filing prior to completing an acquisition if the acquirer and its affiliates, on the one hand, and the target insurer and its affiliates, on the other hand, have specified market shares in the same lines of insurance in that state. Additionally, many foreign jurisdictions where we conduct business impose similar restrictions and requirements. These provisions can also lead to the imposition of conditions on an acquisition that could delay or prevent its consummation. These laws may discourage potential acquisition proposals and may delay, deter or prevent a change in control of us through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be desirable. Certain provisions in our organizational documents may have the effect of hindering, delaying or preventing third party takeovers and thus may prevent our stockholders from receiving premium prices for their shares in an unsolicited takeover or make it more difficult for third parties to replace our current management. Provisions of our Restated Certificate of Incorporation and By-Laws, as well as state insurance statutes, may hinder, delay or prevent unsolicited acquisitions or changes of our control. These provisions may also have the effect of making it more difficult for third parties to cause the replacement of our current management without the concurrence of our board of directors. These provisions include: • our classified board of directors and the ability of our board to increase its size and to appoint directors to fill newly created directorships; • • the requirement that 80% of our stockholders must approve mergers and other transactions between us and the holder of 5% or more of our shares, unless the transaction was approved by our board of directors prior to such holder's acquisition of 5% of our shares; and the need for advance notice in order to raise business or make nominations at stockholders' meetings. These provisions may discourage potential acquisition proposals and may delay, deter or prevent a change in control of us through transactions, and in particular unsolicited transactions, that some or all of our stockholders might consider to be desirable. ITEM 1B. U(cid:1)RESOLVED STAFF COMME(cid:1)TS There are no unresolved written comments that were received from the SEC staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Securities Exchange Act of 1934. Risks Relating to Purchasing Our Securities ITEM 2. PROPERTIES We are an insurance holding company and, therefore, may not be able to receive dividends in needed amounts. As an insurance holding company, our principal assets are the shares of capital stock of our insurance company subsidiaries. We have to rely on dividends from our insurance company subsidiaries to meet our obligations for paying principal and interest on outstanding debt obligations, paying dividends to stockholders and repurchasing our shares and paying corporate expenses. The payment of dividends by our insurance company subsidiaries is subject to regulatory restrictions and will depend on the surplus and future earnings of these subsidiaries. During 2020, the maximum amount of dividends that can be paid without regulatory approval is approximately $601 million. As a result, in the future we may not be able to receive dividends from these subsidiaries at times and in amounts necessary to meet our obligations, pay dividends or repurchase W. R. Berkley and its subsidiaries own or lease office buildings or office space suitable to conduct their operations. At December 31, 2019, the Company had aggregate office space of 4,227,391 square feet, of which 1,129,970 were owned and 3,097,421 were leased. Rental expense for the Company's operations was approximately $44,107,000, $45,778,000 and $52,925,000 for 2019, 2018 and 2017, respectively. Future minimum lease payments, without provision for sublease income, are $49,293,000 in 2020, $47,107,000 in 2021 and $189,134,000 thereafter. shares. our common stock. Laws and regulations of the jurisdictions in which we conduct business could delay, deter or prevent an attempt to acquire control of us that stockholders might consider to be desirable, and may restrict a stockholder's ability to purchase ITEM 3. LEGAL PROCEEDI(cid:1)GS Generally, United States insurance holding company laws require that, before a person can acquire control of an insurance company, prior written approval must be obtained from the insurance regulatory authorities in the state in which that insurance company is domiciled. Pursuant to applicable laws and regulations, “control” over an insurer is generally presumed to The Company's subsidiaries are subject to disputes, including litigation and arbitration, arising in the ordinary course of their insurance and reinsurance businesses. The Company's estimates of the costs of settling such matters are reflected in its aggregate reserves for losses and loss expenses, and the Company does not believe that the ultimate outcome of such matters will have a material adverse effect on its financial condition or results of operations. 26 27 K 0 1 e b 3 8 9 7 2 4 3 34 27983be 10K 27983be_10K.indd 34 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 27983be 10K 35 3 5 2 7 9 8 3 b e 1 0 K ITEM 4. MI(cid:1)E SAFETY DISCLOSURES (cid:1)ot applicable. PART II ITEM 5. MARKET FOR THE REGISTRA(cid:1)T'S COMMO(cid:1) EQUITY, RELATED STOCKHOLDER MATTERS A(cid:1)D ISSUER PURCHASES OF EQUITY SECURITIES The common stock of the Company is traded on the (cid:1)ew York Stock Exchange under the symbol “WRB”. All amounts have been adjusted to reflect the 3-for-2 common stock split effected on April 2, 2019. In 2019, the Board declared regular quarterly cash dividends of $0.10 per share in the first quarter, and $0.11 per share in each of the remaining three quarters, plus additional special dividends in the respective amounts of $0.50 per share in the second quarter and $0.75 per share in the fourth quarter. Subject to availability, the Board currently expects to continue such regular quarterly cash dividends. The approximate number of record holders of the common stock on February 18, 2020 was 319. 28 35 27983be 10K 27983be_10K.indd 35 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 5 3 2/26/20 12:08 PM 29 ITEM 4. MI(cid:1)E SAFETY DISCLOSURES (cid:1)ot applicable. 27983be 10K 36 3 6 2 7 9 8 3 b e 1 0 K PART II ITEM 5. MARKET FOR THE REGISTRA(cid:1)T'S COMMO(cid:1) EQUITY, RELATED STOCKHOLDER MATTERS A(cid:1)D ISSUER PURCHASES OF EQUITY SECURITIES The common stock of the Company is traded on the (cid:1)ew York Stock Exchange under the symbol “WRB”. All amounts have been adjusted to reflect the 3-for-2 common stock split effected on April 2, 2019. In 2019, the Board declared regular quarterly cash dividends of $0.10 per share in the first quarter, and $0.11 per share in each of the remaining three quarters, plus additional special dividends in the respective amounts of $0.50 per share in the second quarter and $0.75 per share in the fourth quarter. Subject to availability, the Board currently expects to continue such regular quarterly cash dividends. The approximate number of record holders of the common stock on February 18, 2020 was 319. 28 29 36 27983be 10K 27983be_10K.indd 36 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 6 3 2/26/20 12:08 PM 3 7 2 7 9 8 3 b e 1 0 K The chart below shows a comparison of 5 year cumulative total return. ITEM 6. SELECTED FI(cid:1)A(cid:1)CIAL DATA 27983be 10K 37 Comparison of 5 Year Cumulative Total Return Assumes initial investment of $100 on January 1, 2014, with dividends reinvested. (In thousands, except per share data) 2019 2018 2017 2016 As of and for the Year Ended December 31, (cid:1)et premiums written (cid:1)et premiums earned (cid:1)et investment income (cid:1)et realized and unrealized gains on investments Revenues from non-insurance businesses Insurance service fees Total revenues Interest expense Income before income taxes Income tax expense (cid:1)oncontrolling interests (cid:1)et income to common stockholders Data per common share: (cid:1)et income per basic share (cid:1)et income per diluted share Common stockholders’ equity Cash dividends declared Weighted average shares outstanding: Basic Diluted Investments Total assets Reserves for losses and loss expenses Senior notes and other debt Subordinated debentures Common stockholders’ equity 7,902,196 7,691,651 7,684,764 7,654,184 7,206,457 $ 6,863,499 $ 6,433,227 $ 6,260,508 $ 6,423,913 $ 6,633,288 6,371,505 6,311,419 6,293,348 645,614 120,703 406,541 92,680 153,409 852,920 (168,935) (2,041) 681,944 3.58 3.52 33.12 1.73 674,235 154,488 372,985 117,757 157,185 812,094 (163,028) (8,317) 640,749 3.37 3.33 29.72 1.39 575,788 335,858 326,165 134,729 147,297 772,770 (219,433) (4,243) 549,094 2.93 2.84 29.69 1.03 564,163 267,005 390,348 138,944 140,896 896,438 (292,953) (1,569) 601,916 3.27 3.12 27.76 1.01 2015 6,189,515 6,040,609 512,645 92,324 421,102 139,440 130,946 732,030 (227,923) (413) 503,694 2.71 2.58 24.87 0.31 190,722 193,521 190,048 192,395 187,265 193,527 183,977 192,830 186,060 195,284 $ 18,473,674 $ 17,723,089 $ 17,450,508 $ 16,649,792 $ 15,351,467 26,643,428 12,583,249 1,427,575 1,198,704 6,074,939 24,895,977 11,966,448 1,882,028 907,491 5,437,851 24,299,917 11,670,408 1,769,052 728,218 5,411,344 23,364,844 11,197,195 1,760,595 727,630 5,047,208 21,730,967 10,669,150 1,844,621 340,320 4,600,246 The S&P 500® Property and Casualty Insurance Index consists of Allstate Corporation, Chubb, Ltd., Cincinnati Financial Corporation, Progressive Corporation, The Travelers Companies, Inc., and W. R. Berkley Corporation (added Dec. 2019). W. R. Berkley Corporation S&P 500 Index - Total Returns 2014 2015 2016 2017 2018 2019 Cum $ 100.00 107.76 134.43 148.11 154.95 222.86 Cum $ 100.00 101.38 113.51 138.29 132.22 173.84 S&P 500 Property and Casualty Insurance Index Cum $ 100.00 109.53 126.73 155.10 147.83 186.07 Set forth below is a summary of the shares repurchased by the Company during the fourth quarter of 2019 and the remaining number of shares authorized for purchase by the Company during such period. October 2019 (cid:1)ovember 2019 December 2019 Total (cid:1)umber of Shares Purchased Average Price Paid per Share — 51,163 217,909 — 67.77 67.72 Total (cid:1)umber of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum (cid:1)umber of Shares that may yet be Purchased Under the Plans or Programs — 51,163 217,909 13,367,095 13,315,932 13,098,023 30 37 27983be 10K 27983be_10K.indd 37 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 7 3 2/26/20 12:08 PM 31 The chart below shows a comparison of 5 year cumulative total return. ITEM 6. SELECTED FI(cid:1)A(cid:1)CIAL DATA (In thousands, except per share data) 2019 2018 2017 2016 As of and for the Year Ended December 31, 3 8 2 7 9 8 3 b e 1 0 K Comparison of 5 Year Cumulative Total Return Assumes initial investment of $100 on January 1, 2014, with dividends reinvested. 27983be 10K 38 2015 6,189,515 6,040,609 512,645 92,324 421,102 139,440 (cid:1)et premiums written (cid:1)et premiums earned (cid:1)et investment income (cid:1)et realized and unrealized gains on investments Revenues from non-insurance businesses Insurance service fees Total revenues Interest expense Income before income taxes Income tax expense (cid:1)oncontrolling interests (cid:1)et income to common stockholders Data per common share: (cid:1)et income per basic share (cid:1)et income per diluted share Common stockholders’ equity Cash dividends declared Weighted average shares outstanding: Basic Diluted Investments Total assets Reserves for losses and loss expenses Senior notes and other debt Subordinated debentures Common stockholders’ equity $ 6,863,499 $ 6,433,227 $ 6,260,508 $ 6,423,913 $ 6,633,288 6,371,505 6,311,419 6,293,348 645,614 120,703 406,541 92,680 674,235 154,488 372,985 117,757 575,788 335,858 326,165 134,729 564,163 267,005 390,348 138,944 7,902,196 7,691,651 7,684,764 7,654,184 7,206,457 153,409 852,920 (168,935) (2,041) 681,944 3.58 3.52 33.12 1.73 157,185 812,094 (163,028) (8,317) 640,749 3.37 3.33 29.72 1.39 147,297 772,770 (219,433) (4,243) 549,094 2.93 2.84 29.69 1.03 140,896 896,438 (292,953) (1,569) 601,916 3.27 3.12 27.76 1.01 130,946 732,030 (227,923) (413) 503,694 2.71 2.58 24.87 0.31 190,722 193,521 190,048 192,395 187,265 193,527 183,977 192,830 186,060 195,284 $ 18,473,674 $ 17,723,089 $ 17,450,508 $ 16,649,792 $ 15,351,467 26,643,428 12,583,249 1,427,575 1,198,704 6,074,939 24,895,977 11,966,448 1,882,028 907,491 5,437,851 24,299,917 11,670,408 1,769,052 728,218 5,411,344 23,364,844 11,197,195 1,760,595 727,630 5,047,208 21,730,967 10,669,150 1,844,621 340,320 4,600,246 The S&P 500® Property and Casualty Insurance Index consists of Allstate Corporation, Chubb, Ltd., Cincinnati Financial Corporation, Progressive Corporation, The Travelers Companies, Inc., and W. R. Berkley Corporation (added Dec. 2019). W. R. Berkley Corporation S&P 500 Index - Total Returns 2014 2015 2016 2017 2018 2019 Cum $ 100.00 107.76 134.43 148.11 154.95 222.86 Cum $ 100.00 101.38 113.51 138.29 132.22 173.84 S&P 500 Property and Casualty Insurance Index Cum $ 100.00 109.53 126.73 155.10 147.83 186.07 Set forth below is a summary of the shares repurchased by the Company during the fourth quarter of 2019 and the remaining number of shares authorized for purchase by the Company during such period. October 2019 (cid:1)ovember 2019 December 2019 Total (cid:1)umber of Shares Purchased Average Price Paid per Share — 51,163 217,909 — 67.77 67.72 Total (cid:1)umber of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum (cid:1)umber of Shares that may yet be Purchased Under the Plans or Programs — 51,163 217,909 13,367,095 13,315,932 13,098,023 30 31 38 27983be 10K 27983be_10K.indd 38 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 3 2/26/20 12:08 PM 3 9 2 7 9 8 3 b e 1 0 K 27983be 10K 39 ITEM 7. MA(cid:1)AGEME(cid:1)T'S DISCUSSIO(cid:1) A(cid:1)D A(cid:1)ALYSIS OF FI(cid:1)A(cid:1)CIAL CO(cid:1)DITIO(cid:1) A(cid:1)D RESULTS OF OPERATIO(cid:1)S Overview W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates worldwide in two business segments of the property and casualty business: Insurance and Reinsurance & Monoline Excess. Our decentralized structure provides us with the flexibility to respond quickly and efficiently to local or specific market conditions and to pursue specialty business niches. It also allows us to be closer to our customers in order to better understand their individual needs and risk characteristics. While providing our business units with certain operating autonomy, our structure allows us to capitalize on the benefits of economies of scale through centralized capital, investment, reinsurance and enterprise risk management, and actuarial, financial and corporate legal staff support. The Company's primary sources of revenues and earnings are its insurance operations and its investments. An important part of our strategy is to form new operating units to capitalize on various business opportunities. Over the years, the Company has formed numerous new operating units that are focused on important parts of the economy in the U.S., including healthcare, cyber security, energy and agriculture, and on growing international markets, including the Asia-Pacific region, South America and Mexico. The profitability of the Company’s insurance business is affected primarily by the adequacy of premium rates. The ultimate adequacy of premium rates is not known with certainty at the time an insurance policy is issued because premiums are determined before claims are reported. The ultimate adequacy of premium rates is affected mainly by the severity and frequency of claims, which are influenced by many factors, including natural and other disasters, regulatory measures and court decisions that define and change the extent of coverage and the effects of economic or social inflation on the amount of compensation for injuries or losses. General insurance prices are also influenced by available insurance capacity, i.e., the level of capital employed in the industry, and the industry’s willingness to deploy that capital. The Company’s profitability is also affected by its investment income and investment gains. The Company’s invested assets are invested principally in fixed maturity securities. The return on fixed maturity securities is affected primarily by general interest rates, as well as the credit quality and duration of the securities. Returns available on fixed maturity investments have been at low levels for an extended period. The Company also invests in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets. The Company's investments in investment funds and its other alternative investments have experienced, and the Company expects to continue to experience, greater fluctuations in investment income. On April 2, 2019, a 3-for-2 common stock split was paid in the form of a stock dividend to holders of record as of March 14, 2019. Shares outstanding and per share amounts in this Form 10-K reflect this 3-for-2 common stock split effected on April 2, 2019. Commencing with the first quarter of 2019, the Company renamed the Reinsurance segment to Reinsurance & Monoline Excess, and reclassified the monoline excess business from the Insurance segment. The reclassified business includes operations that solely retain risk on an excess basis. Reclassifications have been made to the Company's prior periods financial information in this Form 10-K to conform with this presentation. Critical Accounting Estimates The following presents a discussion of accounting policies and estimates relating to reserves for losses and loss expenses, assumed reinsurance premiums and other-than-temporary impairments of investments. Management believes these policies and estimates are the most critical to its operations and require the most difficult, subjective and complex judgments. Reserves for Losses and Loss Expenses. To recognize liabilities for unpaid losses, either known or unknown, insurers establish reserves, which is a balance sheet account representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred. Estimates and assumptions relating to reserves for losses and loss expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are also susceptible to change as significant periods of time may elapse between the occurrence of an insured loss, the report of the loss to the insurer, the ultimate determination of the cost of the loss and the insurer’s payment of that loss. In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate payment based upon known information about the claim at that time. The estimate represents an informed judgment based on 32 39 27983be 10K 27983be_10K.indd 39 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be general reserving practices and reflects the experience and knowledge of the claims personnel regarding the nature and value of the specific type of claim. Reserves are also established on an aggregate basis to provide for losses incurred but not reported (“IB(cid:1)R”) to the insurer, potential inadequacy of case reserves and the estimated expenses of settling claims, including legal and other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then current legal interpretation of coverage provided. In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These factors include, among other things, historical data, legal developments, changes in social attitudes and economic conditions, including the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted judgmentally for the effects of current developments and anticipated trends, is an appropriate basis for predicting future outcomes. Reserve amounts are based on management’s informed estimates and judgments using currently available data. As additional experience and other data become available and are reviewed, these estimates and judgments may be revised. This may result in reserve increases or decreases that would be reflected in our results in periods in which such estimates and assumptions are changed. Reserves do not represent a certain calculation of liability. Rather, reserves represent an estimate of what management expects the ultimate settlement and claim administration will cost. While the methods for establishing reserves are well tested over time, the major assumptions about anticipated loss emergence patterns are subject to uncertainty. These estimates, which generally involve actuarial projections, are based on management’s assessment of facts and circumstances then known, as well as estimates of trends in claims severity and frequency, judicial theories of liability and other factors, including the actions of third parties which are beyond the Company’s control. These variables are affected by external and internal events, such as inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative changes and claim handling and reserving practices, which make it more difficult to accurately predict claim costs. The inherent uncertainties of estimating reserves are greater for certain types of liabilities where long periods of time elapse before a definitive determination of liability is made. Because setting reserves is inherently uncertain, the Company cannot provide assurance that its current reserves will prove adequate in light of subsequent events. Loss reserves included in the Company’s financial statements represent management’s best estimates based upon an actuarially derived point estimate and other considerations. The Company uses a variety of actuarial techniques and methods to derive an actuarial point estimate for each operating unit. These methods include paid loss development, incurred loss development, paid and incurred Bornhuetter-Ferguson methods and frequency and severity methods. In circumstances where one actuarial method is considered more credible than the others, that method is used to set the point estimate. For example, the paid loss and incurred loss development methods rely on historical paid and incurred loss data. For new lines of business, where there is insufficient history of paid and incurred claims data, or in circumstances where there have been significant changes in claim practices, the paid and incurred loss development methods would be less credible than other actuarial methods. The actuarial point estimate may also be based on a judgmental weighting of estimates produced from each of the methods considered. Industry loss experience is used to supplement the Company’s own data in selecting “tail factors” and in areas where the Company’s own data is limited. The actuarial data is analyzed by line of business, coverage and accident or policy year, as appropriate, for each operating unit. The establishment of the actuarially derived loss reserve point estimate also includes consideration of qualitative factors that may affect the ultimate losses. These qualitative considerations include, among others, the impact of re-underwriting initiatives, changes in the mix of business, changes in distribution sources and changes in policy terms and conditions. Examples of changes in terms and conditions that can have a significant impact on reserve levels are the use of aggregate policy limits, the expansion of coverage exclusions, whether or not defense costs are within policy limits, and changes in deductibles and attachment points. The key assumptions used to arrive at the best estimate of loss reserves are the expected loss ratios, rate of loss cost inflation, and reported and paid loss emergence patterns. Expected loss ratios represent management’s expectation of losses at the time the business is priced and written, before any actual claims experience has emerged. This expectation is a significant determinant of the estimate of loss reserves for recently written business where there is little paid or incurred loss data to consider. Expected loss ratios are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost trends and known changes in the type of risks underwritten. Expected loss ratios are estimated for each key line of business within each operating unit. Expected loss cost inflation is particularly important for the long-tail lines, such as excess casualty, and claims with a high medical component, such as workers’ compensation. Reported and paid loss emergence patterns are used to project current reported or paid loss amounts to their ultimate settlement value. Loss development factors are based on the historical emergence patterns of paid and incurred losses, and are derived from the Company’s own experience and industry data. The paid loss emergence pattern is also significant to excess and assumed workers’ compensation reserves because those reserves are discounted to their estimated present value based upon such estimated payout patterns. Management believes the estimates and assumptions it makes in the reserving process provide the best estimate of the ultimate cost of settling claims and 33 K 0 1 e b 3 8 9 7 2 9 3 4 0 2 7 9 8 3 b e 1 0 K ITEM 7. MA(cid:1)AGEME(cid:1)T'S DISCUSSIO(cid:1) A(cid:1)D A(cid:1)ALYSIS OF FI(cid:1)A(cid:1)CIAL CO(cid:1)DITIO(cid:1) A(cid:1)D RESULTS OF OPERATIO(cid:1)S Overview W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates worldwide in two business segments of the property and casualty business: Insurance and Reinsurance & Monoline Excess. Our decentralized structure provides us with the flexibility to respond quickly and efficiently to local or specific market conditions and to pursue specialty business niches. It also allows us to be closer to our customers in order to better understand their individual needs and risk characteristics. While providing our business units with certain operating autonomy, our structure allows us to capitalize on the benefits of economies of scale through centralized capital, investment, reinsurance and enterprise risk management, and actuarial, financial and corporate legal staff support. The Company's primary sources of revenues and earnings are its insurance operations and its investments. An important part of our strategy is to form new operating units to capitalize on various business opportunities. Over the years, the Company has formed numerous new operating units that are focused on important parts of the economy in the U.S., including healthcare, cyber security, energy and agriculture, and on growing international markets, including the Asia-Pacific region, South America and Mexico. The profitability of the Company’s insurance business is affected primarily by the adequacy of premium rates. The ultimate adequacy of premium rates is not known with certainty at the time an insurance policy is issued because premiums are determined before claims are reported. The ultimate adequacy of premium rates is affected mainly by the severity and frequency of claims, which are influenced by many factors, including natural and other disasters, regulatory measures and court decisions that define and change the extent of coverage and the effects of economic or social inflation on the amount of compensation for injuries or losses. General insurance prices are also influenced by available insurance capacity, i.e., the level of capital employed in the industry, and the industry’s willingness to deploy that capital. The Company’s profitability is also affected by its investment income and investment gains. The Company’s invested assets are invested principally in fixed maturity securities. The return on fixed maturity securities is affected primarily by general interest rates, as well as the credit quality and duration of the securities. Returns available on fixed maturity investments have been at low levels for an extended period. The Company also invests in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets. The Company's investments in investment funds and its other alternative investments have experienced, and the Company expects to continue to experience, greater fluctuations in investment income. On April 2, 2019, a 3-for-2 common stock split was paid in the form of a stock dividend to holders of record as of March 14, 2019. Shares outstanding and per share amounts in this Form 10-K reflect this 3-for-2 common stock split effected on April 2, 2019. Commencing with the first quarter of 2019, the Company renamed the Reinsurance segment to Reinsurance & Monoline Excess, and reclassified the monoline excess business from the Insurance segment. The reclassified business includes operations that solely retain risk on an excess basis. Reclassifications have been made to the Company's prior periods financial information in this Form 10-K to conform with this presentation. Critical Accounting Estimates The following presents a discussion of accounting policies and estimates relating to reserves for losses and loss expenses, assumed reinsurance premiums and other-than-temporary impairments of investments. Management believes these policies and estimates are the most critical to its operations and require the most difficult, subjective and complex judgments. Reserves for Losses and Loss Expenses. To recognize liabilities for unpaid losses, either known or unknown, insurers establish reserves, which is a balance sheet account representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred. Estimates and assumptions relating to reserves for losses and loss expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are also susceptible to change as significant periods of time may elapse between the occurrence of an insured loss, the report of the loss to the insurer, the ultimate determination of the cost of the loss and the insurer’s payment of that loss. In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate payment based upon known information about the claim at that time. The estimate represents an informed judgment based on 27983be 10K 40 general reserving practices and reflects the experience and knowledge of the claims personnel regarding the nature and value of the specific type of claim. Reserves are also established on an aggregate basis to provide for losses incurred but not reported (“IB(cid:1)R”) to the insurer, potential inadequacy of case reserves and the estimated expenses of settling claims, including legal and other fees and general expenses of administrating the claims adjustment process. Reserves are established based upon the then current legal interpretation of coverage provided. In examining reserve adequacy, several factors are considered in estimating the ultimate economic value of losses. These factors include, among other things, historical data, legal developments, changes in social attitudes and economic conditions, including the effects of inflation. The actuarial process relies on the basic assumption that past experience, adjusted judgmentally for the effects of current developments and anticipated trends, is an appropriate basis for predicting future outcomes. Reserve amounts are based on management’s informed estimates and judgments using currently available data. As additional experience and other data become available and are reviewed, these estimates and judgments may be revised. This may result in reserve increases or decreases that would be reflected in our results in periods in which such estimates and assumptions are changed. Reserves do not represent a certain calculation of liability. Rather, reserves represent an estimate of what management expects the ultimate settlement and claim administration will cost. While the methods for establishing reserves are well tested over time, the major assumptions about anticipated loss emergence patterns are subject to uncertainty. These estimates, which generally involve actuarial projections, are based on management’s assessment of facts and circumstances then known, as well as estimates of trends in claims severity and frequency, judicial theories of liability and other factors, including the actions of third parties which are beyond the Company’s control. These variables are affected by external and internal events, such as inflation and economic volatility, judicial and litigation trends, reinsurance coverage, legislative changes and claim handling and reserving practices, which make it more difficult to accurately predict claim costs. The inherent uncertainties of estimating reserves are greater for certain types of liabilities where long periods of time elapse before a definitive determination of liability is made. Because setting reserves is inherently uncertain, the Company cannot provide assurance that its current reserves will prove adequate in light of subsequent events. Loss reserves included in the Company’s financial statements represent management’s best estimates based upon an actuarially derived point estimate and other considerations. The Company uses a variety of actuarial techniques and methods to derive an actuarial point estimate for each operating unit. These methods include paid loss development, incurred loss development, paid and incurred Bornhuetter-Ferguson methods and frequency and severity methods. In circumstances where one actuarial method is considered more credible than the others, that method is used to set the point estimate. For example, the paid loss and incurred loss development methods rely on historical paid and incurred loss data. For new lines of business, where there is insufficient history of paid and incurred claims data, or in circumstances where there have been significant changes in claim practices, the paid and incurred loss development methods would be less credible than other actuarial methods. The actuarial point estimate may also be based on a judgmental weighting of estimates produced from each of the methods considered. Industry loss experience is used to supplement the Company’s own data in selecting “tail factors” and in areas where the Company’s own data is limited. The actuarial data is analyzed by line of business, coverage and accident or policy year, as appropriate, for each operating unit. The establishment of the actuarially derived loss reserve point estimate also includes consideration of qualitative factors that may affect the ultimate losses. These qualitative considerations include, among others, the impact of re-underwriting initiatives, changes in the mix of business, changes in distribution sources and changes in policy terms and conditions. Examples of changes in terms and conditions that can have a significant impact on reserve levels are the use of aggregate policy limits, the expansion of coverage exclusions, whether or not defense costs are within policy limits, and changes in deductibles and attachment points. The key assumptions used to arrive at the best estimate of loss reserves are the expected loss ratios, rate of loss cost inflation, and reported and paid loss emergence patterns. Expected loss ratios represent management’s expectation of losses at the time the business is priced and written, before any actual claims experience has emerged. This expectation is a significant determinant of the estimate of loss reserves for recently written business where there is little paid or incurred loss data to consider. Expected loss ratios are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost trends and known changes in the type of risks underwritten. Expected loss ratios are estimated for each key line of business within each operating unit. Expected loss cost inflation is particularly important for the long-tail lines, such as excess casualty, and claims with a high medical component, such as workers’ compensation. Reported and paid loss emergence patterns are used to project current reported or paid loss amounts to their ultimate settlement value. Loss development factors are based on the historical emergence patterns of paid and incurred losses, and are derived from the Company’s own experience and industry data. The paid loss emergence pattern is also significant to excess and assumed workers’ compensation reserves because those reserves are discounted to their estimated present value based upon such estimated payout patterns. Management believes the estimates and assumptions it makes in the reserving process provide the best estimate of the ultimate cost of settling claims and 32 33 40 27983be 10K 27983be_10K.indd 40 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 0 4 2/26/20 12:08 PM 4 1 2 7 9 8 3 b e 1 0 K 27983be 10K 41 related expenses with respect to insured events which have occurred; however, different assumptions and variables could lead to significantly different reserve estimates. Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions described in our discussion of loss and loss expense reserves, including expected loss ratios, rate of loss cost inflation and reported and paid loss emergence patterns. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Factors affecting loss frequency include the effectiveness of loss controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include changes in policy limits, retentions, rate of inflation and judicial interpretations. Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects our ability to accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags) as well as the amount of reserves needed for incurred but not reported losses (less IB(cid:1)R is required for lines with short reporting lags). As a result, loss reserves for lines with short reporting lags are likely to have less variation from initial loss estimates. For lines with short reporting lags, which include commercial automobile, primary workers’ compensation, other liability (claims-made) and property business, the key assumption is the loss emergence pattern used to project ultimate loss estimates from known losses paid or reported to date. For lines of business with long reporting lags, which include other liability (occurrence), products liability, excess workers’ compensation and liability reinsurance, the key assumption is the expected loss ratio since there is often little paid or incurred loss data to consider. Historically, the Company has experienced less variation from its initial loss estimates for lines of businesses with short reporting lags than for lines of business with long reporting lags. The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and adjusted, to the extent necessary, to reflect the latest reported loss data, current trends and other factors observed. If the actual level of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s estimate. 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 2019: (In thousands) Severity (+/-) 1% 5% 10% Frequency (+/-) 1% 5% 10% $ 81,566 $ 245,508 $ 245,508 450,437 415,944 628,988 450,437 628,988 852,178 Our net reserves for losses and loss expenses of approximately $10.7 billion as of December 31, 2019 relate to multiple accident years. Therefore, the impact of changes in frequency or severity for more than one accident year could be higher or lower than the amounts reflected above. The impact of such changes would likely be manifested gradually over the course of many years, as the magnitude of the changes became evident. Approximately $2.5 billion, or 23%, of the Company’s net loss reserves as of December 31, 2019 relate to the Reinsurance & Monoline Excess segment. There is a higher degree of uncertainty and greater variability regarding estimates of excess workers' compensation and assumed reinsurance loss reserves. In the case of excess workers’ compensation, our policies generally attach at $1 million or higher. The claims which reach our layer therefore tend to involve the most serious injuries and many remain open for the lifetime of the claimant, which extends the claim settlement tail. These claims also occur less frequently but tend to be larger than primary claims, which increases claim variability. In the case of assumed reinsurance our loss reserve estimates are based, in part, upon information received from ceding companies. If information received from ceding companies is not timely or correct, the Company’s estimate of ultimate losses may not be accurate. Furthermore, due to delayed reporting of claim information by ceding companies, the claim settlement tail for assumed reinsurance is also extended. Management considers the impact of delayed reporting and the extended tail in its selection of loss development factors for these lines of business. Information received from ceding companies is used to set initial expected loss ratios, to establish case reserves and to estimate reserves for incurred but not reported losses on assumed reinsurance business. This information, which is generally provided through reinsurance intermediaries, is gathered through the underwriting process and from periodic claim reports and other correspondence with ceding companies. The Company performs underwriting and claim audits of selected ceding companies to determine the accuracy and completeness of information provided to the Company. The information received from the ceding companies is supplemented by the Company’s own loss development experience with similar lines of business as well as industry loss trends and loss development benchmarks. Following is a summary of the Company’s reserves for losses and loss expenses by business segment as of December 31, Following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of 2019 $ 8,193,381 $ 2,504,617 10,697,998 1,885,251 2018 7,727,447 2,521,436 10,248,883 1,717,565 $ 12,583,249 $ 11,966,448 Reported Case Reserves Incurred But (cid:1)ot Reported Total $ 1,421,378 $ 2,522,957 $ $ $ $ $ 1,307,068 2,329,659 $ $ 918,619 399,411 412,036 271,192 3,422,636 1,469,363 4,891,999 962,664 306,018 365,253 294,122 3,235,125 1,479,604 964,102 713,433 300,339 269,914 4,770,745 1,035,254 5,805,999 955,711 659,596 290,217 257,139 4,492,322 1,041,832 3,944,335 1,882,721 1,112,844 712,375 541,106 8,193,381 2,504,617 10,697,998 3,636,727 1,918,375 965,614 655,470 551,261 7,727,447 2,521,436 $ 4,714,729 $ 5,534,154 $ 10,248,883 2019 and 2018: (In thousands) Insurance Reinsurance & Monoline Excess (cid:1)et reserves for losses and loss expenses Ceded reserves for losses and loss expenses Gross reserves for losses and loss expenses December 31, 2019 and 2018: (In thousands) December 31, 2019 Other liability Workers’ compensation (1) Professional liability Commercial automobile Short-tail lines (2) Total Insurance Reinsurance & Monoline Excess (1) Total December 31, 2018 Other liability Workers’ compensation (1) Professional liability Commercial automobile Short-tail lines (2) Total Insurance Reinsurance & Monoline Excess (1) (3) Total ____________________ (1) Reserves for excess and assumed workers’ compensation business are net of an aggregate net discount of $530 million and $563 million as of December 31, 2019 and 2018, respectively. (2) Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler (3) Reinsurance & Monoline Excess includes property and casualty reinsurance as well as operations that solely retain risk on and machinery and other lines. an excess basis. The Company evaluates reserves for losses and loss expenses on a quarterly basis. Changes in estimates of prior year losses are reported when such changes are made. The changes in prior year loss reserve estimates are generally the result of ongoing analysis of recent loss development trends. Original estimates are increased or decreased as additional information becomes known regarding individual claims and aggregate claim trends. Certain of the Company's insurance and reinsurance contracts are retrospectively rated, whereby the Company collects more or less premiums based on the level of loss activity. For those contracts, changes in loss and loss expenses for prior years may be fully or partially offset by additional or return premiums. 34 41 27983be 10K 27983be_10K.indd 41 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 4 2/26/20 12:08 PM 35 related expenses with respect to insured events which have occurred; however, different assumptions and variables could lead to significantly different reserve estimates. Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions described in our discussion of loss and loss expense reserves, including expected loss ratios, rate of loss cost inflation and reported and paid loss emergence patterns. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Factors affecting loss frequency include the effectiveness of loss controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include changes in policy limits, retentions, rate of inflation and judicial interpretations. Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects our ability to accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags) as well as the amount of reserves needed for incurred but not reported losses (less IB(cid:1)R is required for lines with short reporting lags). As a result, loss reserves for lines with short reporting lags are likely to have less variation from initial loss estimates. For lines with short reporting lags, which include commercial automobile, primary workers’ compensation, other liability (claims-made) and property business, the key assumption is the loss emergence pattern used to project ultimate loss estimates from known losses paid or reported to date. For lines of business with long reporting lags, which include other liability (occurrence), products liability, excess workers’ compensation and liability reinsurance, the key assumption is the expected loss ratio since there is often little paid or incurred loss data to consider. Historically, the Company has experienced less variation from its initial loss estimates for lines of businesses with short reporting lags than for lines of business with long reporting lags. The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and adjusted, to the extent necessary, to reflect the latest reported loss data, current trends and other factors observed. If the actual level of loss frequency and severity are higher or lower than expected, the ultimate losses will be different than management’s estimate. 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 2019: (In thousands) Severity (+/-) 1% 5% 10% Frequency (+/-) 1% 5% 10% $ 81,566 $ 245,508 $ 245,508 450,437 415,944 628,988 450,437 628,988 852,178 Our net reserves for losses and loss expenses of approximately $10.7 billion as of December 31, 2019 relate to multiple accident years. Therefore, the impact of changes in frequency or severity for more than one accident year could be higher or lower than the amounts reflected above. The impact of such changes would likely be manifested gradually over the course of many years, as the magnitude of the changes became evident. Approximately $2.5 billion, or 23%, of the Company’s net loss reserves as of December 31, 2019 relate to the Reinsurance & Monoline Excess segment. There is a higher degree of uncertainty and greater variability regarding estimates of excess workers' compensation and assumed reinsurance loss reserves. In the case of excess workers’ compensation, our policies generally attach at $1 million or higher. The claims which reach our layer therefore tend to involve the most serious injuries and 27983be 10K 42 4 2 2 7 9 8 3 b e 1 0 K Following is a summary of the Company’s reserves for losses and loss expenses by business segment as of December 31, 2019 and 2018: (In thousands) Insurance Reinsurance & Monoline Excess (cid:1)et reserves for losses and loss expenses Ceded reserves for losses and loss expenses Gross reserves for losses and loss expenses 2019 $ 8,193,381 $ 2,504,617 10,697,998 1,885,251 2018 7,727,447 2,521,436 10,248,883 1,717,565 $ 12,583,249 $ 11,966,448 Following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of December 31, 2019 and 2018: (In thousands) December 31, 2019 Other liability Workers’ compensation (1) Professional liability Commercial automobile Short-tail lines (2) Total Insurance Reinsurance & Monoline Excess (1) Total December 31, 2018 Other liability Workers’ compensation (1) Professional liability Commercial automobile Short-tail lines (2) Total Insurance Reinsurance & Monoline Excess (1) (3) Total Reported Case Reserves Incurred But (cid:1)ot Reported Total $ 1,421,378 $ 2,522,957 $ $ $ 918,619 399,411 412,036 271,192 3,422,636 1,469,363 4,891,999 1,307,068 962,664 306,018 365,253 294,122 3,235,125 1,479,604 $ $ 964,102 713,433 300,339 269,914 4,770,745 1,035,254 5,805,999 2,329,659 955,711 659,596 290,217 257,139 4,492,322 1,041,832 $ $ 3,944,335 1,882,721 1,112,844 712,375 541,106 8,193,381 2,504,617 10,697,998 3,636,727 1,918,375 965,614 655,470 551,261 7,727,447 2,521,436 $ 4,714,729 $ 5,534,154 $ 10,248,883 ____________________ (1) Reserves for excess and assumed workers’ compensation business are net of an aggregate net discount of $530 million and $563 million as of December 31, 2019 and 2018, respectively. (2) Short-tail lines include commercial multi-peril (non-liability), inland marine, accident and health, fidelity and surety, boiler and machinery and other lines. many remain open for the lifetime of the claimant, which extends the claim settlement tail. These claims also occur less (3) Reinsurance & Monoline Excess includes property and casualty reinsurance as well as operations that solely retain risk on frequently but tend to be larger than primary claims, which increases claim variability. In the case of assumed reinsurance our an excess basis. loss reserve estimates are based, in part, upon information received from ceding companies. If information received from ceding companies is not timely or correct, the Company’s estimate of ultimate losses may not be accurate. Furthermore, due to delayed reporting of claim information by ceding companies, the claim settlement tail for assumed reinsurance is also extended. Management considers the impact of delayed reporting and the extended tail in its selection of loss development factors for these lines of business. Information received from ceding companies is used to set initial expected loss ratios, to establish case reserves and to estimate reserves for incurred but not reported losses on assumed reinsurance business. This information, which is generally provided through reinsurance intermediaries, is gathered through the underwriting process and from periodic claim reports and other correspondence with ceding companies. The Company performs underwriting and claim audits of selected ceding companies to determine the accuracy and completeness of information provided to the Company. The information received from the ceding companies is supplemented by the Company’s own loss development experience with similar lines of business as well as industry loss trends and loss development benchmarks. The Company evaluates reserves for losses and loss expenses on a quarterly basis. Changes in estimates of prior year losses are reported when such changes are made. The changes in prior year loss reserve estimates are generally the result of ongoing analysis of recent loss development trends. Original estimates are increased or decreased as additional information becomes known regarding individual claims and aggregate claim trends. Certain of the Company's insurance and reinsurance contracts are retrospectively rated, whereby the Company collects more or less premiums based on the level of loss activity. For those contracts, changes in loss and loss expenses for prior years may be fully or partially offset by additional or return premiums. 34 35 42 27983be 10K 27983be_10K.indd 42 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 2 4 2/26/20 12:08 PM 4 3 2 7 9 8 3 b e 1 0 K (cid:1)et prior year development (i.e, the sum of prior year reserve changes and prior year earned premiums changes) for each For professional liability business, adverse development was primarily related to unexpected large directors and officers 27983be 10K 43 of the last three years ended December 31, are as follows: (In thousands) (Increase) decrease in prior year loss reserves Increase in prior year earned premiums (cid:1)et favorable prior year development 2019 2018 2017 $ $ (34,079) $ (6,831) $ 53,511 45,638 19,432 $ 38,807 $ 5,165 32,162 37,327 Favorable prior year development (net of additional and return premiums) was $19 million in 2019. Insurance - Reserves for the Insurance segment developed favorably by $21 million in 2019 (net of additional and return premiums). This overall favorable development resulted from more significant favorable development on workers’ compensation business, which was largely 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). 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. 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 which go to trial, and corresponding higher demands from plaintiffs and higher values required to reach settlement on cases which 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. Reinsurance & Monoline Excess - Reserves for the Reinsurance & Monoline Excess segment developed unfavorably by $2 million in 2019. The unfavorable development in the segment was driven by non-proportional assumed liability business in both the U.S. and U.K., and was largely offset by favorable development on excess workers’ compensation business. 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. Favorable prior year development (net of additional and return premiums) was $39 million in 2018. Insurance - Reserves for the Insurance segment developed favorably by $19 million in 2018. The favorable development was primarily attributable to workers’ compensation business, and was partially offset by unfavorable development for professional liability business. For workers’ compensation, the favorable development was spread across many accident years, but was most significant in accident years 2015 through 2017. The favorable workers’ compensation development reflects a continuation during 2018 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). 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. Reported workers’ compensation losses in 2018 continued to be below our expectations at most of our operating units, and were below the assumptions underlying our previous reserve estimates. 36 43 27983be 10K 27983be_10K.indd 43 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 3 4 2/26/20 12:08 PM (“D&O”) liability losses at one of our U.S. operating units, as well as lawyers professional liability losses at another operating unit. The adverse development stemmed primarily from accident years 2015 and 2016, and was driven by a higher frequency of large losses than we had experienced in previous years. Reinsurance & Monoline Excess - Reserves for the Reinsurance & Monoline Excess segment developed favorably by $20 million in 2018. The favorable development was primarily due to excess workers’ compensation business, and was spread across many accident years, including years prior to 2009. This favorable excess workers’ compensation development was partially offset by unfavorable development on U.S. casualty facultative assumed business from accident years 2009 and prior related to construction projects. Favorable prior year development (net of additional and return premiums) was $37 million in 2017. Insurance - Reserves for the Insurance segment developed favorably by $30 million in 2017. The favorable development was primarily attributable to workers’ compensation business, and was partially offset by unfavorable development for professional liability business. For workers’ compensation, the favorable development was spread across many accident years but was most significant in accident years 2014 through 2016. The favorable workers’ compensation development reflects a continuation during 2017 of the benign loss cost trends experienced in recent years, particularly the favorable claim frequency trends (i.e., number of reported claims per unit of exposure). Reported workers’ compensation losses in 2017 continued to be below our expectations at most of our operating units, and were below the assumptions underlying our previous reserve estimates. The favorable severity trends were also impacted by our continued investment in medical case management services and the higher usage of preferred provider networks. The long term trend of declining workers’ compensation frequency can be attributed to improved workplace safety. For professional liability business, adverse development was primarily related to unexpected large directors and officers (“D&O”) liability losses at one of our U.S. operating units, and large professional indemnity and D&O losses in the U.K. The adverse development stemmed mainly from accident years 2013 through 2016 in the U.S. and 2011 through 2016 in the U.K. Reinsurance & Monoline Excess - Reserves for the Reinsurance & Monoline Excess segment developed favorably by $7 million in 2017. This favorable development was primarily due to excess workers’ compensation business, and was spread across many accident years, including years prior to 2008. The favorable excess workers’ compensation development resulted due to the same causes discussed above for workers’ compensation in the Insurance segment. The favorable excess workers’ compensation development was largely offset by adverse development on U.K. assumed casualty reinsurance, as well as on U.S. facultative casualty excess of loss business. The adverse development on the U.K. casualty reinsurance was due to reserve strengthening associated with claims impacted by the change in the Ogden discount rate in the U.K. The Ogden rate is the discount rate used to calculate lump-sum bodily injury payouts in the U.K., and was reduced by the U.K. Ministry of Justice from +2.5% to -0.75%; the adverse development mostly related to U.K. motor bodily injury claims which we reinsured on an excess of loss basis in accident years 2012 through 2016. The adverse development on U.S. facultative casualty business was due to construction related risks in accident years 2008 and prior. Reserve Discount. The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation reserves that were discounted was $1,731 million and $1,793 million at December 31, 2019 and 2018, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $530 million and $563 million at December 31, 2019 and 2018, respectively. At December 31, 2019, discount rates by year ranged from 2.0% to 6.5%, with a weighted average discount rate of 3.7%. Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2019) are excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized. The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout experience. The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing approximately 3% of total discounted reserves at December 31, 2019), including reserves for quota share reinsurance and reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates prescribed or permitted by the Department of Insurance of the State of Delaware. 37 4 4 2 7 9 8 3 b e 1 0 K (cid:1)et prior year development (i.e, the sum of prior year reserve changes and prior year earned premiums changes) for each of the last three years ended December 31, are as follows: (In thousands) (Increase) decrease in prior year loss reserves Increase in prior year earned premiums (cid:1)et favorable prior year development 2019 2018 2017 $ $ (34,079) $ (6,831) $ 53,511 45,638 19,432 $ 38,807 $ 5,165 32,162 37,327 Favorable prior year development (net of additional and return premiums) was $19 million in 2019. Insurance - Reserves for the Insurance segment developed favorably by $21 million in 2019 (net of additional and return premiums). This overall favorable development resulted from more significant favorable development on workers’ compensation business, which was largely 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). 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. 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 which go to trial, and corresponding higher demands from plaintiffs and higher values required to reach settlement on cases which 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. Reinsurance & Monoline Excess - Reserves for the Reinsurance & Monoline Excess segment developed unfavorably by $2 million in 2019. The unfavorable development in the segment was driven by non-proportional assumed liability business in both the U.S. and U.K., and was largely offset by favorable development on excess workers’ compensation business. 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. Favorable prior year development (net of additional and return premiums) was $39 million in 2018. Insurance - Reserves for the Insurance segment developed favorably by $19 million in 2018. The favorable development was primarily attributable to workers’ compensation business, and was partially offset by unfavorable development for professional liability business. For workers’ compensation, the favorable development was spread across many accident years, but was most significant in accident years 2015 through 2017. The favorable workers’ compensation development reflects a continuation during 2018 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). 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. Reported workers’ compensation losses in 2018 continued to be below our expectations at most of our operating units, and were below the assumptions underlying our previous reserve estimates. 27983be 10K 44 For professional liability business, adverse development was primarily related to unexpected large directors and officers (“D&O”) liability losses at one of our U.S. operating units, as well as lawyers professional liability losses at another operating unit. The adverse development stemmed primarily from accident years 2015 and 2016, and was driven by a higher frequency of large losses than we had experienced in previous years. Reinsurance & Monoline Excess - Reserves for the Reinsurance & Monoline Excess segment developed favorably by $20 million in 2018. The favorable development was primarily due to excess workers’ compensation business, and was spread across many accident years, including years prior to 2009. This favorable excess workers’ compensation development was partially offset by unfavorable development on U.S. casualty facultative assumed business from accident years 2009 and prior related to construction projects. Favorable prior year development (net of additional and return premiums) was $37 million in 2017. Insurance - Reserves for the Insurance segment developed favorably by $30 million in 2017. The favorable development was primarily attributable to workers’ compensation business, and was partially offset by unfavorable development for professional liability business. For workers’ compensation, the favorable development was spread across many accident years but was most significant in accident years 2014 through 2016. The favorable workers’ compensation development reflects a continuation during 2017 of the benign loss cost trends experienced in recent years, particularly the favorable claim frequency trends (i.e., number of reported claims per unit of exposure). Reported workers’ compensation losses in 2017 continued to be below our expectations at most of our operating units, and were below the assumptions underlying our previous reserve estimates. The favorable severity trends were also impacted by our continued investment in medical case management services and the higher usage of preferred provider networks. The long term trend of declining workers’ compensation frequency can be attributed to improved workplace safety. For professional liability business, adverse development was primarily related to unexpected large directors and officers (“D&O”) liability losses at one of our U.S. operating units, and large professional indemnity and D&O losses in the U.K. The adverse development stemmed mainly from accident years 2013 through 2016 in the U.S. and 2011 through 2016 in the U.K. Reinsurance & Monoline Excess - Reserves for the Reinsurance & Monoline Excess segment developed favorably by $7 million in 2017. This favorable development was primarily due to excess workers’ compensation business, and was spread across many accident years, including years prior to 2008. The favorable excess workers’ compensation development resulted due to the same causes discussed above for workers’ compensation in the Insurance segment. The favorable excess workers’ compensation development was largely offset by adverse development on U.K. assumed casualty reinsurance, as well as on U.S. facultative casualty excess of loss business. The adverse development on the U.K. casualty reinsurance was due to reserve strengthening associated with claims impacted by the change in the Ogden discount rate in the U.K. The Ogden rate is the discount rate used to calculate lump-sum bodily injury payouts in the U.K., and was reduced by the U.K. Ministry of Justice from +2.5% to -0.75%; the adverse development mostly related to U.K. motor bodily injury claims which we reinsured on an excess of loss basis in accident years 2012 through 2016. The adverse development on U.S. facultative casualty business was due to construction related risks in accident years 2008 and prior. Reserve Discount. The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation reserves that were discounted was $1,731 million and $1,793 million at December 31, 2019 and 2018, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $530 million and $563 million at December 31, 2019 and 2018, respectively. At December 31, 2019, discount rates by year ranged from 2.0% to 6.5%, with a weighted average discount rate of 3.7%. Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2019) are excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized. The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout experience. The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing approximately 3% of total discounted reserves at December 31, 2019), including reserves for quota share reinsurance and reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates prescribed or permitted by the Department of Insurance of the State of Delaware. 36 37 K 0 1 e b 3 8 9 7 2 4 4 44 27983be 10K 27983be_10K.indd 44 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 4 5 2 7 9 8 3 b e 1 0 K Assumed Reinsurance Premiums. The Company estimates the amount of assumed reinsurance premiums that it will Impairment assessments for structured securities, including mortgage-backed securities and asset-backed securities, 27983be 10K 45 receive under treaty reinsurance agreements at the inception of the contracts. These premium estimates are revised as the actual amount of assumed premiums is reported to the Company by the ceding companies. As estimates of assumed premiums are made or revised, the related amount of earned premiums, commissions and incurred losses associated with those premiums are recorded. Estimated assumed premiums receivable were approximately $43 million and $41 million at December 31, 2019 and 2018, respectively. The assumed premium estimates are based upon terms set forth in reinsurance agreements, information received from ceding companies during the underwriting and negotiation of agreements, reports received from ceding companies and discussions and correspondence with reinsurance intermediaries. The Company also considers its own view of market conditions, economic trends and experience with similar lines of business. These premium estimates represent management’s best estimate of the ultimate amount of premiums to be received under its assumed reinsurance agreements. Other-Than-Temporary Impairments (OTTI) of Investments. The cost of securities is adjusted where appropriate to include a provision for decline in value which is considered to be other-than-temporary. An other-than-temporary decline is considered to occur in investments where there has been a sustained reduction in fair value and where the Company does not expect the fair value to recover prior to the time of sale or maturity. The Company classifies its fixed maturity securities by credit rating, primarily based on ratings assigned by credit rating agencies. For purposes of classifying securities with different ratings, the Company uses the average of the credit ratings assigned, unless in limited situations the Company's own analysis indicates an internal rating is more appropriate. Securities that are not rated by a rating agency are evaluated and classified by the Company on a case-by-case basis. Fixed Maturity Securities – For securities that we intend to sell or, more likely than not, would be required to sell, a decline in value below amortized cost is considered to be OTTI. The amount of OTTI is equal to the difference between amortized cost and fair value at the balance sheet date. For securities that we do not intend to sell or expect to be required to sell, a decline in value below amortized cost is considered to be an OTTI if we do not expect to recover the entire amortized cost basis of a security (i.e., the present value of cash flows expected to be collected is less than the amortized cost basis of the security). The portion of the decline in value considered to be a credit loss (i.e., the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security) is recognized in earnings. The portion of the decline in value not considered to be a credit loss (i.e., the difference in the present value of cash flows expected to be collected and the fair value of the security) is recognized in other comprehensive income. 38 45 27983be 10K 27983be_10K.indd 45 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 5 4 2/26/20 12:08 PM (cid:1)umber of Securities Aggregate Fair Value Unrealized Loss 480 $ 3,259,888 $ 41,541 16 13 21,171 60,173 509 $ 3,341,232 $ 32,311 62,534 136,386 (cid:1)umber of Securities Aggregate Fair Value Unrealized Loss $ 79,747 $ 21 14 5 5 65,710 437 954 92,369 4,319 113 17 45 $ 146,848 $ 96,818 collateralized debt obligations and corporate debt, are generally evaluated based on the performance of the underlying collateral under various economic and default scenarios that may involve subjective judgments and estimates by management. Modeling these securities involves various factors, such as projected default rates, the nature and realizable value of the collateral, if any, the ability of the issuer to make scheduled payments, historical performance and other relevant economic and performance factors. If an OTTI determination is made, a discounted cash flow analysis is used to ascertain the amount of the credit impairment. The following table provides a summary of fixed maturity securities in an unrealized loss position as of December 31, 2019: ($ in thousands) Unrealized loss less than 20% of amortized cost Unrealized loss of 20% or greater of amortized cost: Less than twelve months Twelve months and longer Total A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at December 31, 2019 is presented in the table below. ($ in thousands) Foreign government Corporate Asset-backed securities Mortgage-backed securities Total The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized loss is due primarily to temporary market and sector-related factors rather than to issuer-specific factors. (cid:1)one of these securities are delinquent or in default under financial covenants. Based on its assessment of these issuers, the Company expects them to continue to meet their contractual payment obligations as they become due and does not consider any of these securities to be OTTI. For the year ended December 31, 2019, there were no OTTI for fixed maturity securities recognized in earnings. For the year ended December 31, 2018, there were $6 million of OTTI recognized on fixed maturity securities. Loans Receivable – The Company monitors the performance of its loans receivable, including current market conditions for each loan and the ability to collect principal and interest. For loans where the Company determines it is probable that the contractual terms will not be met, an analysis is performed and a valuation reserve is established, if necessary, with a charge to earnings. Loans receivable are reported net of a valuation reserve of $2 million for December 31, 2019 and $3 million for December 31, 2018. The Company monitors the performance of its loans receivable and assesses the ability of each borrower to pay principal and interest based upon loan structure, underlying property values, cash flow and related financial and operating performance of the property and market conditions. Loans receivable with a potential for default are further assessed using discounted cash flow analysis and comparable cost and sales methodologies, if appropriate. Fair Value Measurements. The Company’s fixed maturity available for sale securities, equity securities, and its trading account securities are carried at fair value. Fair value is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date". The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for similar assets in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs may only be used to measure fair value to the extent that observable inputs are not available. The fair value of the vast majority of the Company’s portfolio is based on observable data (other than quoted prices) and, accordingly, is classified as Level 2. 39 4 6 2 7 9 8 3 b e 1 0 K Assumed Reinsurance Premiums. The Company estimates the amount of assumed reinsurance premiums that it will receive under treaty reinsurance agreements at the inception of the contracts. These premium estimates are revised as the actual amount of assumed premiums is reported to the Company by the ceding companies. As estimates of assumed premiums are made or revised, the related amount of earned premiums, commissions and incurred losses associated with those premiums are recorded. Estimated assumed premiums receivable were approximately $43 million and $41 million at December 31, 2019 and 2018, respectively. The assumed premium estimates are based upon terms set forth in reinsurance agreements, information received from ceding companies during the underwriting and negotiation of agreements, reports received from ceding companies and discussions and correspondence with reinsurance intermediaries. The Company also considers its own view of market conditions, economic trends and experience with similar lines of business. These premium estimates represent management’s best estimate of the ultimate amount of premiums to be received under its assumed reinsurance agreements. Other-Than-Temporary Impairments (OTTI) of Investments. The cost of securities is adjusted where appropriate to include a provision for decline in value which is considered to be other-than-temporary. An other-than-temporary decline is considered to occur in investments where there has been a sustained reduction in fair value and where the Company does not expect the fair value to recover prior to the time of sale or maturity. The Company classifies its fixed maturity securities by credit rating, primarily based on ratings assigned by credit rating agencies. For purposes of classifying securities with different ratings, the Company uses the average of the credit ratings assigned, unless in limited situations the Company's own analysis indicates an internal rating is more appropriate. Securities that are not rated by a rating agency are evaluated and classified by the Company on a case-by-case basis. Fixed Maturity Securities – For securities that we intend to sell or, more likely than not, would be required to sell, a decline in value below amortized cost is considered to be OTTI. The amount of OTTI is equal to the difference between amortized cost and fair value at the balance sheet date. For securities that we do not intend to sell or expect to be required to sell, a decline in value below amortized cost is considered to be an OTTI if we do not expect to recover the entire amortized cost basis of a security (i.e., the present value of cash flows expected to be collected is less than the amortized cost basis of the security). The portion of the decline in value considered to be a credit loss (i.e., the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security) is recognized in earnings. The portion of the decline in value not considered to be a credit loss (i.e., the difference in the present value of cash flows expected to be collected and the fair value of the security) is recognized in other comprehensive income. 27983be 10K 46 Impairment assessments for structured securities, including mortgage-backed securities and asset-backed securities, collateralized debt obligations and corporate debt, are generally evaluated based on the performance of the underlying collateral under various economic and default scenarios that may involve subjective judgments and estimates by management. Modeling these securities involves various factors, such as projected default rates, the nature and realizable value of the collateral, if any, the ability of the issuer to make scheduled payments, historical performance and other relevant economic and performance factors. If an OTTI determination is made, a discounted cash flow analysis is used to ascertain the amount of the credit impairment. The following table provides a summary of fixed maturity securities in an unrealized loss position as of December 31, 2019: ($ in thousands) Unrealized loss less than 20% of amortized cost Unrealized loss of 20% or greater of amortized cost: Less than twelve months Twelve months and longer Total (cid:1)umber of Securities Aggregate Fair Value Unrealized Loss 480 $ 3,259,888 $ 41,541 16 13 21,171 60,173 509 $ 3,341,232 $ 32,311 62,534 136,386 A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at December 31, 2019 is presented in the table below. ($ in thousands) Foreign government Corporate Asset-backed securities Mortgage-backed securities Total (cid:1)umber of Securities Aggregate Fair Value Unrealized Loss 21 14 5 5 $ 79,747 $ 65,710 437 954 92,369 4,319 113 17 45 $ 146,848 $ 96,818 The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized loss is due primarily to temporary market and sector-related factors rather than to issuer-specific factors. (cid:1)one of these securities are delinquent or in default under financial covenants. Based on its assessment of these issuers, the Company expects them to continue to meet their contractual payment obligations as they become due and does not consider any of these securities to be OTTI. For the year ended December 31, 2019, there were no OTTI for fixed maturity securities recognized in earnings. For the year ended December 31, 2018, there were $6 million of OTTI recognized on fixed maturity securities. Loans Receivable – The Company monitors the performance of its loans receivable, including current market conditions for each loan and the ability to collect principal and interest. For loans where the Company determines it is probable that the contractual terms will not be met, an analysis is performed and a valuation reserve is established, if necessary, with a charge to earnings. Loans receivable are reported net of a valuation reserve of $2 million for December 31, 2019 and $3 million for December 31, 2018. The Company monitors the performance of its loans receivable and assesses the ability of each borrower to pay principal and interest based upon loan structure, underlying property values, cash flow and related financial and operating performance of the property and market conditions. Loans receivable with a potential for default are further assessed using discounted cash flow analysis and comparable cost and sales methodologies, if appropriate. Fair Value Measurements. The Company’s fixed maturity available for sale securities, equity securities, and its trading account securities are carried at fair value. Fair value is defined as "the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date". The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for similar assets in active markets. Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs may only be used to measure fair value to the extent that observable inputs are not available. The fair value of the vast majority of the Company’s portfolio is based on observable data (other than quoted prices) and, accordingly, is classified as Level 2. 38 39 46 27983be 10K 27983be_10K.indd 46 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 6 4 2/26/20 12:08 PM 4 7 2 7 9 8 3 b e 1 0 K 27983be 10K 47 In classifying particular financial securities in the fair value hierarchy, the Company uses its judgment to determine whether the market for a security is active and whether significant pricing inputs are observable. The Company determines the existence of an active market by assessing whether transactions occur with sufficient frequency and volume to provide reliable pricing information. The Company determines whether inputs are observable based on the use of such information by pricing services and external investment managers, the uninterrupted availability of such inputs, the need to make significant adjustments to such inputs and the volatility of such inputs over time. If the market for a security is determined to be inactive or if significant inputs used to price a security are determined to be unobservable, the security is categorized in Level 3 of the fair value hierarchy. Because many fixed maturity securities do not trade on a daily basis, the Company utilizes pricing models and processes which may include benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. Market inputs used to evaluate securities include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. Quoted prices are often unavailable for recently issued securities that are infrequently traded or securities that are only traded in private transactions. For publicly traded securities for which quoted prices are unavailable, the Company determines fair value based on independent broker quotations and other observable market data. For securities traded only in private negotiations, the Company determines fair value based primarily on the cost of such securities, which is adjusted to reflect prices of recent placements of securities of the same issuer, financial data, projections and business developments of the issuer and other relevant information. The following is a summary of pricing sources for the Company's fixed maturity securities available for sale as of December 31, 2019: (In thousands) Pricing source: Independent pricing services Syndicate manager Directly by the Company based on: Observable data Total Carrying Value Percent of Total $ 13,812,689 98.0% 33,716 255,873 0.2 1.8 $ 14,102,278 100.0% Independent pricing services - Substantially all of the Company’s fixed maturity securities available for sale were priced by independent pricing services (generally one U.S. pricing service plus additional pricing services with respect to a limited number of foreign securities held by the Company). The prices provided by the independent pricing services are generally based on observable market data in active markets (e.g., broker quotes and prices observed for comparable securities). The determination of whether markets are active or inactive is based upon the volume and level of activity for a particular asset class. The Company reviews the prices provided by pricing services for reasonableness based upon current trading levels for similar securities. If the prices appear unusual to the Company, they are re-examined and the value is either confirmed or revised. In addition, the Company periodically performs independent price tests of a sample of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of December 31, 2019, the Company did not make any adjustments to the prices provided by the pricing services. Based upon the Company’s review of the methodologies used by the independent pricing services, these securities were classified as Level 2. Syndicate manager – The Company has a 15% participation in a Lloyd’s syndicate, and the Company’s share of the securities owned by the syndicate is priced by the syndicate’s manager. The majority of the securities are liquid, short duration fixed maturity securities. The Company reviews the syndicate manager’s pricing methodology and audited financial statements and holds discussions with the syndicate manager as necessary to confirm its understanding and agreement with security prices. Based upon the Company’s review of the methodologies used by the syndicate manager, these securities were classified as Level 2. Observable data – If independent pricing is not available, the Company prices the securities directly. Prices are based on observable market data where available, including current trading levels for similar securities and non-binding quotations from brokers. The Company generally requests two or more quotes. If more than one quote is received, the Company sets a price within the range of quotes received based on its assessment of the credibility of the quote and its own evaluation of the security. The Company generally does not adjust quotes obtained from brokers. Since these securities were priced based on observable data, they were classified as Level 2. Cash flow model – If the above methodologies are not available, the Company prices securities using a discounted cash flow model based upon assumptions as to prevailing credit spreads, interest rates and interest rate volatility, time to maturity 40 47 27983be 10K 27983be_10K.indd 47 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be and subordination levels. Discount rates are adjusted to reflect illiquidity where appropriate. These securities were classified as Level 3. K 0 1 e b 3 8 9 7 2 7 4 41 4 8 2 7 9 8 3 b e 1 0 K and subordination levels. Discount rates are adjusted to reflect illiquidity where appropriate. These securities were classified as Level 3. 27983be 10K 48 In classifying particular financial securities in the fair value hierarchy, the Company uses its judgment to determine whether the market for a security is active and whether significant pricing inputs are observable. The Company determines the existence of an active market by assessing whether transactions occur with sufficient frequency and volume to provide reliable pricing information. The Company determines whether inputs are observable based on the use of such information by pricing services and external investment managers, the uninterrupted availability of such inputs, the need to make significant adjustments to such inputs and the volatility of such inputs over time. If the market for a security is determined to be inactive or if significant inputs used to price a security are determined to be unobservable, the security is categorized in Level 3 of the fair value hierarchy. Because many fixed maturity securities do not trade on a daily basis, the Company utilizes pricing models and processes which may include benchmark curves, benchmarking of like securities, sector groupings and matrix pricing. Market inputs used to evaluate securities include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers and reference data. Quoted prices are often unavailable for recently issued securities that are infrequently traded or securities that are only traded in private transactions. For publicly traded securities for which quoted prices are unavailable, the Company determines fair value based on independent broker quotations and other observable market data. For securities traded only in private negotiations, the Company determines fair value based primarily on the cost of such securities, which is adjusted to reflect prices of recent placements of securities of the same issuer, financial data, projections and business developments of the issuer and other relevant information. The following is a summary of pricing sources for the Company's fixed maturity securities available for sale as of December 31, 2019: (In thousands) Pricing source: Independent pricing services Syndicate manager Directly by the Company based on: Observable data Total Carrying Value Percent of Total $ 13,812,689 98.0% 33,716 255,873 0.2 1.8 $ 14,102,278 100.0% Independent pricing services - Substantially all of the Company’s fixed maturity securities available for sale were priced by independent pricing services (generally one U.S. pricing service plus additional pricing services with respect to a limited number of foreign securities held by the Company). The prices provided by the independent pricing services are generally based on observable market data in active markets (e.g., broker quotes and prices observed for comparable securities). The determination of whether markets are active or inactive is based upon the volume and level of activity for a particular asset class. The Company reviews the prices provided by pricing services for reasonableness based upon current trading levels for similar securities. If the prices appear unusual to the Company, they are re-examined and the value is either confirmed or revised. In addition, the Company periodically performs independent price tests of a sample of securities to ensure proper valuation and to verify our understanding of how securities are priced. As of December 31, 2019, the Company did not make any adjustments to the prices provided by the pricing services. Based upon the Company’s review of the methodologies used by the independent pricing services, these securities were classified as Level 2. Syndicate manager – The Company has a 15% participation in a Lloyd’s syndicate, and the Company’s share of the securities owned by the syndicate is priced by the syndicate’s manager. The majority of the securities are liquid, short duration fixed maturity securities. The Company reviews the syndicate manager’s pricing methodology and audited financial statements and holds discussions with the syndicate manager as necessary to confirm its understanding and agreement with security prices. Based upon the Company’s review of the methodologies used by the syndicate manager, these securities were classified as Level 2. Observable data – If independent pricing is not available, the Company prices the securities directly. Prices are based on observable market data where available, including current trading levels for similar securities and non-binding quotations from brokers. The Company generally requests two or more quotes. If more than one quote is received, the Company sets a price within the range of quotes received based on its assessment of the credibility of the quote and its own evaluation of the security. The Company generally does not adjust quotes obtained from brokers. Since these securities were priced based on observable data, they were classified as Level 2. Cash flow model – If the above methodologies are not available, the Company prices securities using a discounted cash flow model based upon assumptions as to prevailing credit spreads, interest rates and interest rate volatility, time to maturity 40 41 48 27983be 10K 27983be_10K.indd 48 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:11PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 4 2/26/20 12:08 PM 27983be 10K 49 4 9 2 7 9 8 3 b e 1 0 K Results of Operations for the Years Ended December 31, 2019 and 2018 Business Segment Results Following is a summary of gross and net premiums written, net premiums earned, loss ratios (losses and loss expenses incurred expressed as a percentage of net premiums earned), expense ratios (underwriting expenses expressed as a percentage of net premiums earned) and GAAP combined ratios (sum of loss ratio and expense ratio) for each of our business segments for the years ended December 31, 2019 and 2018. The GAAP combined ratio represents a measure of underwriting profitability, excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit. (In thousands) Insurance Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio Reinsurance & Monoline Excess Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio Consolidated Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio 2019 2018 $ 7,398,573 $ 6,086,009 5,919,819 62.4% 31.1 93.5 $ 863,646 $ 777,490 713,469 61.5% 35.0 96.5 $ 8,262,219 $ 6,863,499 6,633,288 62.3% 31.5 93.8 6,980,202 5,791,905 5,702,073 62.5% 32.6 95.1 722,292 641,322 669,432 61.0% 35.8 96.8 7,702,494 6,433,227 6,371,505 62.4% 32.9 95.3 (cid:1)et Income to Common Stockholders. The following table presents the Company’s net income to common stockholders and net income per diluted share for the years ended December 31, 2019 and 2018. (In thousands, except per share data) (cid:1)et income to common stockholders Weighted average diluted shares (cid:1)et income per diluted share 2019 2018 $ $ 681,944 193,521 3.52 $ $ 640,749 192,395 3.33 The Company reported net income of $682 million in 2019 compared to $641 million in 2018. The 6% increase in net income was primarily due to an after-tax increase in underwriting income of $91 million, an increase in income from minority interest of $6 million, an after-tax decrease in interest expense of $3 million, a $3 million increase in after-tax foreign currency gains, a $2 million decrease in tax expense, and an after-tax increase in other income of $2 million, partially offset by a decrease in after-tax net investment gains of $27 million, an after-tax decrease in net investment income of $23 million mainly driven by investment funds, an after-tax increase in corporate expenses of $6 million, an after-tax reduction in insurance service fee income of $6 million, and an after-tax decrease in income from non-insurance businesses of $4 million. The number of weighted average diluted shares slightly increased due to shares granted through an equity compensation based plan. Premiums. Gross premiums written were $8,262 million in 2019, an increase of 7% from $7,702 million in 2018. The increase was due to the growth in the Insurance segment of $418 million and $142 million in the Reinsurance & Monoline Excess segment. Approximately 79% of policies expiring in 2019 were renewed, and 78% of policies expiring in 2018 were renewed. 42 49 27983be 10K 27983be_10K.indd 49 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 9 4 2/26/20 12:08 PM Average renewal premium rates for insurance and facultative reinsurance increased 4.8% in 2019 and 2.5% in 2018, when adjusted for changes in exposures. Average renewal premium rates for insurance and facultative reinsurance excluding workers' compensation increased 6.9% in 2019 and 4.0% in 2018, when adjusted for changes in exposures. A summary of gross premiums written in 2019 compared with 2018 by line of business within each business segment follows: compensation. • Insurance gross premiums increased 6% to $7,398 million in 2019 from $6,980 million in 2018. Gross premiums increased $250 million (11%) for other liability, $146 million (17%) for professional liability, $96 million (6%) for short-tail lines and $50 million (6%) for commercial auto, and decreased $124 million (9%) for workers' • Reinsurance & Monoline Excess gross premiums increased 20% to $864 million in 2019 from $722 million in 2018. Gross premiums written increased $99 million (26%) for casualty lines, $34 million (21%) for property lines, and $9 million (5%) for monoline excess. (cid:1)et premiums written were $6,863 million in 2019, an increase of 7% from $6,433 million in 2018. Ceded reinsurance premiums as a percentage of gross written premiums were 17% in both 2019 and 2018. Premiums earned increased 4% to $6,633 million in 2019 from $6,372 million in 2018. Insurance premiums (including the impact of rate changes) are generally earned evenly over the policy term, and accordingly recent rate increases will be earned over the upcoming quarters. Premiums earned in 2019 are related to business written during both 2019 and 2018. Audit premiums were $199 million in 2019 compared with $192 million in 2018. (cid:1)et Investment Income. Following is a summary of net investment income for the years ended December 31, 2019 and 2018: (In thousands) Fixed maturity securities, including cash and cash equivalents and loans receivable Investment funds Arbitrage trading account Real estate Equity securities Gross investment income Investment expenses Total Amount Average Annualized Yield 2019 2018 2019 2018 $ 517,925 $ 3.4% 3.6% 69,194 34,585 24,218 5,439 651,361 (5,747) 519,269 109,349 28,157 18,591 3,230 678,596 (4,361) 5.2 7.8 1.2 2.0 3.4 — 8.8 4.7 1.0 1.4 3.7 — $ 645,614 $ 674,235 3.4% 3.7% (cid:1)et investment income decreased 4% to $646 million in 2019 from $674 million in 2018 primarily due to a $40 million decrease in investment funds, as well as a decrease in income from fixed maturity securities of $1 million and an increase in investment expenses of $1 million, partially offset by a $6 million increase in arbitrage trading account, an increase in real estate of $6 million, and a $2 million increase in equity securities. Investment funds are reported on a one quarter lag. The average annualized yield for fixed maturity securities was 3.4% in 2019 and 3.6% in 2018; accordingly, the decrease in fixed maturity securities income was mainly the result of lower interest rates. The effective duration of the fixed maturity portfolio was 2.8 years at both December 31, 2019 and 2018. The Company has maintained a shortened duration of its fixed maturity security portfolio. This has reduced the potential impact of mark-to-market adjustments on the portfolio and positioned the Company to react quickly to changes in the environment. Average invested assets, at cost (including cash and cash equivalents), were $19.1 billion in 2019 and $18.4 billion in 2018. Insurance Service Fees. The Company earns fees from an insurance distribution business, a third-party administrator, and as a servicing carrier of workers' compensation assigned risk plans for certain states. Insurance service fees were $93 million in 2019 and $118 million in 2018. The decrease is primarily due to the sale of a third party administration business in the third quarter of 2018 and a reduction of assigned risk plan business. (cid:1)et Realized and Unrealized Gains on Investments. The Company buys and sells securities and other investment assets on a regular basis in order to maximize its total return on investments. Decisions to sell securities and other investment assets are based on management’s view of the underlying fundamentals of specific investments as well as management’s expectations regarding interest rates, credit spreads, currency values and general economic conditions. Effective January 1, 2018, the Company adopted accounting guidance that requires all equity investments with readily determinable fair values to be 43 Results of Operations for the Years Ended December 31, 2019 and 2018 Business Segment Results Following is a summary of gross and net premiums written, net premiums earned, loss ratios (losses and loss expenses incurred expressed as a percentage of net premiums earned), expense ratios (underwriting expenses expressed as a percentage of net premiums earned) and GAAP combined ratios (sum of loss ratio and expense ratio) for each of our business segments for the years ended December 31, 2019 and 2018. The GAAP combined ratio represents a measure of underwriting profitability, excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit. 5 0 2 7 9 8 3 b e 1 0 K Reinsurance & Monoline Excess (In thousands) Insurance Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio Consolidated Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio 2019 2018 $ 7,398,573 $ 6,086,009 5,919,819 62.4% 31.1 93.5 777,490 713,469 61.5% 35.0 96.5 6,863,499 6,633,288 62.3% 31.5 93.8 $ 863,646 $ $ 8,262,219 $ 6,980,202 5,791,905 5,702,073 62.5% 32.6 95.1 722,292 641,322 669,432 61.0% 35.8 96.8 7,702,494 6,433,227 6,371,505 62.4% 32.9 95.3 (cid:1)et Income to Common Stockholders. The following table presents the Company’s net income to common stockholders and net income per diluted share for the years ended December 31, 2019 and 2018. (In thousands, except per share data) (cid:1)et income to common stockholders Weighted average diluted shares (cid:1)et income per diluted share 2019 2018 $ $ 681,944 193,521 3.52 $ $ 640,749 192,395 3.33 The Company reported net income of $682 million in 2019 compared to $641 million in 2018. The 6% increase in net income was primarily due to an after-tax increase in underwriting income of $91 million, an increase in income from minority interest of $6 million, an after-tax decrease in interest expense of $3 million, a $3 million increase in after-tax foreign currency gains, a $2 million decrease in tax expense, and an after-tax increase in other income of $2 million, partially offset by a decrease in after-tax net investment gains of $27 million, an after-tax decrease in net investment income of $23 million mainly driven by investment funds, an after-tax increase in corporate expenses of $6 million, an after-tax reduction in insurance service fee income of $6 million, and an after-tax decrease in income from non-insurance businesses of $4 million. The number of weighted average diluted shares slightly increased due to shares granted through an equity compensation based plan. Premiums. Gross premiums written were $8,262 million in 2019, an increase of 7% from $7,702 million in 2018. The increase was due to the growth in the Insurance segment of $418 million and $142 million in the Reinsurance & Monoline Excess segment. Approximately 79% of policies expiring in 2019 were renewed, and 78% of policies expiring in 2018 were renewed. 27983be 10K 50 Average renewal premium rates for insurance and facultative reinsurance increased 4.8% in 2019 and 2.5% in 2018, when adjusted for changes in exposures. Average renewal premium rates for insurance and facultative reinsurance excluding workers' compensation increased 6.9% in 2019 and 4.0% in 2018, when adjusted for changes in exposures. A summary of gross premiums written in 2019 compared with 2018 by line of business within each business segment follows: • Insurance gross premiums increased 6% to $7,398 million in 2019 from $6,980 million in 2018. Gross premiums increased $250 million (11%) for other liability, $146 million (17%) for professional liability, $96 million (6%) for short-tail lines and $50 million (6%) for commercial auto, and decreased $124 million (9%) for workers' compensation. • Reinsurance & Monoline Excess gross premiums increased 20% to $864 million in 2019 from $722 million in 2018. Gross premiums written increased $99 million (26%) for casualty lines, $34 million (21%) for property lines, and $9 million (5%) for monoline excess. (cid:1)et premiums written were $6,863 million in 2019, an increase of 7% from $6,433 million in 2018. Ceded reinsurance premiums as a percentage of gross written premiums were 17% in both 2019 and 2018. Premiums earned increased 4% to $6,633 million in 2019 from $6,372 million in 2018. Insurance premiums (including the impact of rate changes) are generally earned evenly over the policy term, and accordingly recent rate increases will be earned over the upcoming quarters. Premiums earned in 2019 are related to business written during both 2019 and 2018. Audit premiums were $199 million in 2019 compared with $192 million in 2018. (cid:1)et Investment Income. Following is a summary of net investment income for the years ended December 31, 2019 and 2018: (In thousands) Fixed maturity securities, including cash and cash equivalents and loans receivable Investment funds Arbitrage trading account Real estate Equity securities Gross investment income Investment expenses Total Amount Average Annualized Yield 2019 2018 2019 2018 $ 517,925 $ 69,194 34,585 24,218 5,439 651,361 (5,747) 519,269 109,349 28,157 18,591 3,230 678,596 (4,361) 3.4% 3.6% 5.2 7.8 1.2 2.0 3.4 — 8.8 4.7 1.0 1.4 3.7 — $ 645,614 $ 674,235 3.4% 3.7% (cid:1)et investment income decreased 4% to $646 million in 2019 from $674 million in 2018 primarily due to a $40 million decrease in investment funds, as well as a decrease in income from fixed maturity securities of $1 million and an increase in investment expenses of $1 million, partially offset by a $6 million increase in arbitrage trading account, an increase in real estate of $6 million, and a $2 million increase in equity securities. Investment funds are reported on a one quarter lag. The average annualized yield for fixed maturity securities was 3.4% in 2019 and 3.6% in 2018; accordingly, the decrease in fixed maturity securities income was mainly the result of lower interest rates. The effective duration of the fixed maturity portfolio was 2.8 years at both December 31, 2019 and 2018. The Company has maintained a shortened duration of its fixed maturity security portfolio. This has reduced the potential impact of mark-to-market adjustments on the portfolio and positioned the Company to react quickly to changes in the environment. Average invested assets, at cost (including cash and cash equivalents), were $19.1 billion in 2019 and $18.4 billion in 2018. Insurance Service Fees. The Company earns fees from an insurance distribution business, a third-party administrator, and as a servicing carrier of workers' compensation assigned risk plans for certain states. Insurance service fees were $93 million in 2019 and $118 million in 2018. The decrease is primarily due to the sale of a third party administration business in the third quarter of 2018 and a reduction of assigned risk plan business. (cid:1)et Realized and Unrealized Gains on Investments. The Company buys and sells securities and other investment assets on a regular basis in order to maximize its total return on investments. Decisions to sell securities and other investment assets are based on management’s view of the underlying fundamentals of specific investments as well as management’s expectations regarding interest rates, credit spreads, currency values and general economic conditions. Effective January 1, 2018, the Company adopted accounting guidance that requires all equity investments with readily determinable fair values to be 42 43 K 0 1 e b 3 8 9 7 2 0 5 50 27983be 10K 27983be_10K.indd 50 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be Other costs and expenses represent general and administrative expenses of the parent company and other expenses not allocated to business segments, including the cost of certain long-term incentive plans and new business ventures. Other costs and expenses increased to $201 million in 2019 from $193 million in 2018. Expenses from (cid:1)on-Insurance Businesses. Expenses from non-insurance businesses represent costs associated with businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that include (i) cost of goods sold related to aircraft and products sold and services provided, and (ii) general and administrative expenses. Expenses from non-insurance businesses were $403 million in 2019 compared to $364 million in 2018. The increase mainly relates to expenses from a promotional merchandise business purchased in the second half of 2018 as well as growth in expenses from the aviation-related businesses. Interest Expense. Interest expense was $153 million in 2019 compared with $157 million in 2018. In March 2018, the Company issued $175 million aggregate principal amount of 5.70% subordinated debentures due 2058, and in April 2018, the Company issued another $10 million principal amount of such debentures. Additionally in 2018, the Company issued subsidiary debt of $116 million, which was primarily attributable to a non-recourse mortgage loan on a real estate property in Florida. During 2019, the Company repaid at maturity $489 million aggregate principal amount of senior notes and other debt. In December 2019, the Company issued $300 million aggregate principal amount of 5.10% subordinated debentures due 2059. Income Taxes. The effective income tax rate was 19.8% in 2019 and 20.1% in 2018. The effective income tax rate differs from the federal income tax rate of 21% primarily because of the tax-exempt income and tax on income from foreign jurisdictions with different tax rates. The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $124 million of its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. In the future, if such earnings were distributed the Company projects that the incremental tax, if any, will be immaterial. 5 1 2 7 9 8 3 b e 1 0 K 27983be 10K 51 measured at fair value with changes in the fair value recognized through net income (other than those equity securities accounted for under the equity method of accounting or those that result in consolidation of the investee). (cid:1)et realized and unrealized gains on investments were $121 million in 2019 compared with $154 million in 2018. In 2019, the gains reflected net realized gains on investment sales of $36 million and increased by a change in unrealized gains on equity securities of $85 million. In 2018, the gains reflected net realized gains on investment sales of $480 million reduced by a change in unrealized gains on equity securities of $320 million as well as $6 million in OTTI. Other-Than-Temporary Impairments. The cost of securities is adjusted when appropriate to include a provision for a decline in value that is considered to be other-than-temporary. There were no other-than-temporary impairments in 2019 and $6 million in 2018. Revenues from (cid:1)on-Insurance Businesses. Revenues from non-insurance businesses were derived from businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that provide services to aviation markets, including (i) the distribution, manufacturing, repair and overhaul of aircraft parts and components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenues from non-insurance businesses increased to $407 million in 2019 from $373 million in 2018, primarily due to growth in revenues from the aviation-related businesses and the purchase of a promotional merchandise business in the second half of 2018. Losses and Loss Expenses. Losses and loss expenses increased to $4,131 million in 2019 from $3,975 million in 2018. The consolidated loss ratio was 62.3% in 2019 and 62.4% in 2018. Catastrophe losses, net of reinsurance recoveries and reinstatement premiums, were $90 million in 2019 compared with $105 million in 2018. Favorable prior year reserve development (net of premium offsets) was $19 million in 2019 compared with $39 million in 2018. The loss ratio excluding catastrophe losses and prior year reserve development decreased 0.1 points to 61.2% in 2019 from 61.3% in 2018. A summary of loss ratios in 2019 compared with 2018 by business segment follows: • • Insurance - The loss ratio of 62.4% in 2019 was 0.1 points lower than the loss ratio of 62.5% in 2018. Catastrophe losses were $68 million in 2019 compared with $76 million in 2018. Favorable prior year reserve development was $21 million in 2019 compared with $19 million in 2018. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.1 points to 61.6% in 2019 from 61.5% in 2018. Reinsurance & Monoline Excess - The loss ratio of 61.5% in 2019 was 0.5 points higher than the loss ratio of 61.0% in 2018. Catastrophe losses were $22 million in 2019 compared with $30 million in 2018. Adverse prior year reserve development was $2 million in 2019 compared with favorable prior year reserve development of $20 million in 2018. The loss ratio excluding catastrophe losses and prior year reserve development decreased 1.5 points to 58.1% in 2019 from 59.6% in 2018. Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses: (In thousands) Policy acquisition and insurance operating expenses Insurance service expenses (cid:1)et foreign currency gains Other costs and expenses Total 2019 2018 2,090,301 $ 2,098,881 101,317 (30,715) 201,179 118,357 (27,067) 193,050 2,362,082 $ 2,383,221 $ $ Policy acquisition and insurance operating expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. Policy acquisition and insurance operating expenses decreased less than 1% and net premiums earned increased 4% from 2018. The expense ratio (policy acquisition and insurance operating expenses expressed as a percentage of premiums earned) was 31.5% in 2019 and 32.9% in 2018. The improvement is primarily attributable to higher net premiums earned and lower expenses. Service expenses, which represent the costs associated with the fee-based businesses, decreased 14% to $101 million in 2019 from $118 million in 2018. The decrease is primarily due to the sale of a third party administration business in the third quarter of 2018 and a reduction of assigned risk plan business. (cid:1)et foreign currency (gains) losses result from transactions denominated in a currency other than an operating unit’s functional currency. (cid:1)et foreign currency gains were $31 million in 2019 compared to gains of $27 million in 2018, mainly resulting from the continued strengthening of the U.S. dollar in the relation to the Argentine peso. 44 51 27983be 10K 27983be_10K.indd 51 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 5 2/26/20 12:08 PM 45 27983be 10K 52 Other costs and expenses represent general and administrative expenses of the parent company and other expenses not allocated to business segments, including the cost of certain long-term incentive plans and new business ventures. Other costs and expenses increased to $201 million in 2019 from $193 million in 2018. Expenses from (cid:1)on-Insurance Businesses. Expenses from non-insurance businesses represent costs associated with businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that include (i) cost of goods sold related to aircraft and products sold and services provided, and (ii) general and administrative expenses. Expenses from non-insurance businesses were $403 million in 2019 compared to $364 million in 2018. The increase mainly relates to expenses from a promotional merchandise business purchased in the second half of 2018 as well as growth in expenses from the aviation-related businesses. Interest Expense. Interest expense was $153 million in 2019 compared with $157 million in 2018. In March 2018, the Company issued $175 million aggregate principal amount of 5.70% subordinated debentures due 2058, and in April 2018, the Company issued another $10 million principal amount of such debentures. Additionally in 2018, the Company issued subsidiary debt of $116 million, which was primarily attributable to a non-recourse mortgage loan on a real estate property in Florida. During 2019, the Company repaid at maturity $489 million aggregate principal amount of senior notes and other debt. In December 2019, the Company issued $300 million aggregate principal amount of 5.10% subordinated debentures due 2059. Income Taxes. The effective income tax rate was 19.8% in 2019 and 20.1% in 2018. The effective income tax rate differs from the federal income tax rate of 21% primarily because of the tax-exempt income and tax on income from foreign jurisdictions with different tax rates. The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $124 million of its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. In the future, if such earnings were distributed the Company projects that the incremental tax, if any, will be immaterial. 5 2 2 7 9 8 3 b e 1 0 K measured at fair value with changes in the fair value recognized through net income (other than those equity securities accounted for under the equity method of accounting or those that result in consolidation of the investee). (cid:1)et realized and unrealized gains on investments were $121 million in 2019 compared with $154 million in 2018. In 2019, the gains reflected net realized gains on investment sales of $36 million and increased by a change in unrealized gains on equity securities of $85 million. In 2018, the gains reflected net realized gains on investment sales of $480 million reduced by a change in unrealized gains on equity securities of $320 million as well as $6 million in OTTI. Other-Than-Temporary Impairments. The cost of securities is adjusted when appropriate to include a provision for a decline in value that is considered to be other-than-temporary. There were no other-than-temporary impairments in 2019 and $6 million in 2018. Revenues from (cid:1)on-Insurance Businesses. Revenues from non-insurance businesses were derived from businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that provide services to aviation markets, including (i) the distribution, manufacturing, repair and overhaul of aircraft parts and components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenues from non-insurance businesses increased to $407 million in 2019 from $373 million in 2018, primarily due to growth in revenues from the aviation-related businesses and the purchase of a promotional merchandise business in the second half of 2018. Losses and Loss Expenses. Losses and loss expenses increased to $4,131 million in 2019 from $3,975 million in 2018. The consolidated loss ratio was 62.3% in 2019 and 62.4% in 2018. Catastrophe losses, net of reinsurance recoveries and reinstatement premiums, were $90 million in 2019 compared with $105 million in 2018. Favorable prior year reserve development (net of premium offsets) was $19 million in 2019 compared with $39 million in 2018. The loss ratio excluding catastrophe losses and prior year reserve development decreased 0.1 points to 61.2% in 2019 from 61.3% in 2018. A summary of loss ratios in 2019 compared with 2018 by business segment follows: • Insurance - The loss ratio of 62.4% in 2019 was 0.1 points lower than the loss ratio of 62.5% in 2018. Catastrophe losses were $68 million in 2019 compared with $76 million in 2018. Favorable prior year reserve development was $21 million in 2019 compared with $19 million in 2018. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.1 points to 61.6% in 2019 from 61.5% in 2018. • Reinsurance & Monoline Excess - The loss ratio of 61.5% in 2019 was 0.5 points higher than the loss ratio of 61.0% in 2018. Catastrophe losses were $22 million in 2019 compared with $30 million in 2018. Adverse prior year reserve development was $2 million in 2019 compared with favorable prior year reserve development of $20 million in 2018. The loss ratio excluding catastrophe losses and prior year reserve development decreased 1.5 points to 58.1% in 2019 from 59.6% in 2018. Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses: (In thousands) Policy acquisition and insurance operating expenses Insurance service expenses (cid:1)et foreign currency gains Other costs and expenses Total 2019 2018 2,090,301 $ 2,098,881 101,317 (30,715) 201,179 118,357 (27,067) 193,050 2,362,082 $ 2,383,221 $ $ Policy acquisition and insurance operating expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. Policy acquisition and insurance operating expenses decreased less than 1% and net premiums earned increased 4% from 2018. The expense ratio (policy acquisition and insurance operating expenses expressed as a percentage of premiums earned) was 31.5% in 2019 and 32.9% in 2018. The improvement is primarily attributable to higher net premiums earned and lower expenses. Service expenses, which represent the costs associated with the fee-based businesses, decreased 14% to $101 million in 2019 from $118 million in 2018. The decrease is primarily due to the sale of a third party administration business in the third quarter of 2018 and a reduction of assigned risk plan business. (cid:1)et foreign currency (gains) losses result from transactions denominated in a currency other than an operating unit’s functional currency. (cid:1)et foreign currency gains were $31 million in 2019 compared to gains of $27 million in 2018, mainly resulting from the continued strengthening of the U.S. dollar in the relation to the Argentine peso. 44 45 52 27983be 10K 27983be_10K.indd 52 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 2 5 2/26/20 12:08 PM 5 3 2 7 9 8 3 b e 1 0 K 27983be 10K 53 Results of Operations for the Years Ended December 31, 2018 and 2017 A summary of gross premiums written in 2018 compared with 2017 by line of business within each business segment Business Segment Results Following is a summary of gross and net premiums written, net premiums earned, loss ratios (losses and loss expenses incurred expressed as a percentage of net premiums earned), expense ratios (underwriting expenses expressed as a percentage of net premiums earned) and GAAP combined ratios (sum of loss ratio and expense ratio) for each of our business segments for the years ended December 31, 2018 and 2017. The GAAP combined ratio represents a measure of underwriting profitability, excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit. (In thousands) Insurance Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio Reinsurance & Monoline Excess Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio Consolidated Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio 2018 2017 $ 6,980,202 $ 5,791,905 5,702,073 62.5% 32.6 95.1 $ 722,292 $ 641,322 669,432 61.0% 35.8 96.8 $ 7,702,494 $ 6,433,227 6,371,505 62.4% 32.9 95.3 6,699,171 5,555,515 5,549,403 62.5% 33.0 95.5 777,792 704,993 762,016 70.0% 35.7 105.7 7,476,963 6,260,508 6,311,419 63.4% 33.3 96.7 (cid:1)et Income to Common Stockholders. The following table presents the Company’s net income to common stockholders and net income per diluted share for the years ended December 31, 2018 and 2017. (In thousands, except per share data) (cid:1)et income to common stockholders Weighted average diluted shares (cid:1)et income per diluted share 2018 2017 $ $ 640,749 192,395 3.33 $ $ 549,094 193,527 2.84 The Company reported net income of $641 million in 2018 compared to $549 million in 2017. The 17% increase in net income was primarily due to an after-tax increase in net investment income of $79 million, mainly driven by growth in the fixed maturity security portfolio, higher interest rates and an increase in investment funds, an after-tax increase in underwriting income of $72 million, a $34 million increase in after-tax foreign currency gains, an after-tax increase in income from non- insurance businesses of $6 million, and a $60 million decrease in tax expense primarily due to the reduction of the federal corporate tax rate from 35% to 21%, partially offset by a decrease in after-tax net investment gains of $145 million, an after-tax increase in interest expense of $8 million, an after-tax reduction in insurance service fee income of $4 million, and an after-tax increase in corporate expenses of $2 million. The number of weighted average diluted shares decreased slightly primarily due to share repurchases. Premiums. Gross premiums written were $7,702 million in 2018, an increase of 3% from $7,477 million in 2017. The increase was due to growth in the Insurance segment of $281 million, partially offset by a decrease in the Reinsurance & Monoline Excess segment of $56 million. Approximately 78% of policies expiring in 2018 were renewed, and 79% of policies expiring in 2017 were renewed. Average renewal premium rates (adjusted for change in exposures) increased 2.5% in 2018 and 0.9% in 2017. 46 follows: • Insurance gross premiums increased 4% to $6,980 million in 2018 from $6,699 million in 2017. Gross premiums increased $157 million (7%) for other liability, $87 million (12%) for professional liability, $64 million (4%) for short-tail lines and $54 million (7%) for commercial auto, and decreased $81 million (5%) for workers' compensation. • Reinsurance & Monoline Excess gross premiums decreased 7% to $722 million in 2018 from $778 million in 2017. Gross premiums written decreased $38 million (19%) for property lines and $24 million (6%) for casualty lines and increased $6 million (4%) for monoline excess. (cid:1)et premiums written were $6,433 million in 2018, an increase of 3% from $6,261 million in 2017. Ceded reinsurance premiums as a percentage of gross written premiums were 17% and 16% in 2018 and 2017, respectively. Premiums earned increased 1% to $6,372 million in 2018 from $6,311 million in 2017. Insurance premiums (including the impact of rate changes) are generally earned evenly over the policy term, and accordingly recent rate increases will be earned over the upcoming quarters. Premiums earned in 2018 are related to business written during both 2018 and 2017. Audit premiums were $192 million in 2018 compared with $172 million in 2017. (cid:1)et Investment Income. Following is a summary of net investment income for the years ended December 31, 2018 and 2017: (In thousands) Fixed maturity securities, including cash and cash equivalents and loans receivable Investment funds Arbitrage trading account Real estate Equity securities Gross investment income Investment expenses Total Amount Average Annualized Yield 2018 2017 2018 2017 $ 519,269 $ 473,101 3.6% 3.3% 109,349 28,157 18,591 3,230 678,596 (4,361) 68,169 19,145 19,975 2,350 582,740 (6,952) 8.8 4.7 1.0 1.4 3.7 — 5.7 3.6 1.5 1.1 3.3 — $ 674,235 $ 575,788 3.7% 3.3% (cid:1)et investment income increased 17% to $674 million in 2018 from $576 million in 2017 primarily due to an increase in income from fixed maturity securities of $46 million, a $41 million increase in investment funds, a $9 million increase in arbitrage trading account and a decrease in investment expenses of $2 million, partially offset by a decrease in real estate of $1 million. Investment funds are reported on a one quarter lag. The average annualized yield for fixed maturity securities was 3.6% in 2018 and 3.3% in 2017; accordingly, the increase in fixed maturity securities income was mainly the result of a larger investment portfolio and higher interest rates. The effective duration of the fixed maturity portfolio was 2.8 years at December 31, 2018, down from 3.0 years at December 31, 2017. The Company has maintained a shortened duration of its fixed maturity security portfolio. This has reduced the potential impact of mark-to-market adjustments on the portfolio and positioned the Company to take advantage of rising interest rates. Average invested assets, at cost (including cash and cash equivalents), were $18.4 billion in 2018 and $17.5 billion in 2017. Insurance Service Fees. The Company earns fees from an insurance distribution business, a third-party administrator, and as a servicing carrier of workers' compensation assigned risk plans for certain states. Insurance service fees were $118 million in 2018 and $135 million in 2017. The decrease is primarily due to the sale of a third party administration business in the third quarter of 2018. (cid:1)et Realized and Unrealized Gains on Investments. The Company buys and sells securities and other investment assets on a regular basis in order to maximize its total return on investments. Decisions to sell securities and other investment assets are based on management’s view of the underlying fundamentals of specific investments as well as management’s expectations regarding interest rates, credit spreads, currency values and general economic conditions. Effective January 1, 2018, the Company adopted accounting guidance that requires all equity investments with readily determinable fair values to be measured at fair value with changes in the fair value recognized through net income (other than those equity securities accounted for under the equity method of accounting or those that result in consolidation of the investee). (cid:1)et realized and unrealized gains on investments were $154 million in 2018 compared with $336 million in 2017. In 2018, the gains reflected net realized gains on investment sales of $480 million reduced by a change in unrealized gains on equity securities of $320 47 K 0 1 e b 3 8 9 7 2 3 5 53 27983be 10K 27983be_10K.indd 53 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 5 4 2 7 9 8 3 b e 1 0 K 27983be 10K 54 Results of Operations for the Years Ended December 31, 2018 and 2017 A summary of gross premiums written in 2018 compared with 2017 by line of business within each business segment Business Segment Results Following is a summary of gross and net premiums written, net premiums earned, loss ratios (losses and loss expenses incurred expressed as a percentage of net premiums earned), expense ratios (underwriting expenses expressed as a percentage of net premiums earned) and GAAP combined ratios (sum of loss ratio and expense ratio) for each of our business segments for the years ended December 31, 2018 and 2017. The GAAP combined ratio represents a measure of underwriting profitability, excluding investment income. A GAAP combined ratio in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit. Reinsurance & Monoline Excess (In thousands) Insurance Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio Consolidated Gross premiums written (cid:1)et premiums written (cid:1)et premiums earned Loss ratio Expense ratio GAAP combined ratio 2018 2017 $ 6,980,202 $ 5,791,905 5,702,073 62.5% 32.6 95.1 641,322 669,432 61.0% 35.8 96.8 6,433,227 6,371,505 62.4% 32.9 95.3 $ 722,292 $ $ 7,702,494 $ 6,699,171 5,555,515 5,549,403 62.5% 33.0 95.5 777,792 704,993 762,016 70.0% 35.7 105.7 7,476,963 6,260,508 6,311,419 63.4% 33.3 96.7 (cid:1)et Income to Common Stockholders. The following table presents the Company’s net income to common stockholders and net income per diluted share for the years ended December 31, 2018 and 2017. (In thousands, except per share data) (cid:1)et income to common stockholders Weighted average diluted shares (cid:1)et income per diluted share 2018 2017 $ $ 640,749 192,395 3.33 $ $ 549,094 193,527 2.84 The Company reported net income of $641 million in 2018 compared to $549 million in 2017. The 17% increase in net income was primarily due to an after-tax increase in net investment income of $79 million, mainly driven by growth in the fixed maturity security portfolio, higher interest rates and an increase in investment funds, an after-tax increase in underwriting income of $72 million, a $34 million increase in after-tax foreign currency gains, an after-tax increase in income from non- insurance businesses of $6 million, and a $60 million decrease in tax expense primarily due to the reduction of the federal corporate tax rate from 35% to 21%, partially offset by a decrease in after-tax net investment gains of $145 million, an after-tax increase in interest expense of $8 million, an after-tax reduction in insurance service fee income of $4 million, and an after-tax increase in corporate expenses of $2 million. The number of weighted average diluted shares decreased slightly primarily due to share repurchases. Premiums. Gross premiums written were $7,702 million in 2018, an increase of 3% from $7,477 million in 2017. The increase was due to growth in the Insurance segment of $281 million, partially offset by a decrease in the Reinsurance & Monoline Excess segment of $56 million. Approximately 78% of policies expiring in 2018 were renewed, and 79% of policies expiring in 2017 were renewed. Average renewal premium rates (adjusted for change in exposures) increased 2.5% in 2018 and 0.9% in 2017. follows: • Insurance gross premiums increased 4% to $6,980 million in 2018 from $6,699 million in 2017. Gross premiums increased $157 million (7%) for other liability, $87 million (12%) for professional liability, $64 million (4%) for short-tail lines and $54 million (7%) for commercial auto, and decreased $81 million (5%) for workers' compensation. • Reinsurance & Monoline Excess gross premiums decreased 7% to $722 million in 2018 from $778 million in 2017. Gross premiums written decreased $38 million (19%) for property lines and $24 million (6%) for casualty lines and increased $6 million (4%) for monoline excess. (cid:1)et premiums written were $6,433 million in 2018, an increase of 3% from $6,261 million in 2017. Ceded reinsurance premiums as a percentage of gross written premiums were 17% and 16% in 2018 and 2017, respectively. Premiums earned increased 1% to $6,372 million in 2018 from $6,311 million in 2017. Insurance premiums (including the impact of rate changes) are generally earned evenly over the policy term, and accordingly recent rate increases will be earned over the upcoming quarters. Premiums earned in 2018 are related to business written during both 2018 and 2017. Audit premiums were $192 million in 2018 compared with $172 million in 2017. (cid:1)et Investment Income. Following is a summary of net investment income for the years ended December 31, 2018 and 2017: (In thousands) Fixed maturity securities, including cash and cash equivalents and loans receivable Investment funds Arbitrage trading account Real estate Equity securities Gross investment income Investment expenses Total Amount Average Annualized Yield 2018 2017 2018 2017 $ 519,269 $ 473,101 3.6% 3.3% 109,349 28,157 18,591 3,230 678,596 (4,361) 68,169 19,145 19,975 2,350 582,740 (6,952) 8.8 4.7 1.0 1.4 3.7 — 5.7 3.6 1.5 1.1 3.3 — $ 674,235 $ 575,788 3.7% 3.3% (cid:1)et investment income increased 17% to $674 million in 2018 from $576 million in 2017 primarily due to an increase in income from fixed maturity securities of $46 million, a $41 million increase in investment funds, a $9 million increase in arbitrage trading account and a decrease in investment expenses of $2 million, partially offset by a decrease in real estate of $1 million. Investment funds are reported on a one quarter lag. The average annualized yield for fixed maturity securities was 3.6% in 2018 and 3.3% in 2017; accordingly, the increase in fixed maturity securities income was mainly the result of a larger investment portfolio and higher interest rates. The effective duration of the fixed maturity portfolio was 2.8 years at December 31, 2018, down from 3.0 years at December 31, 2017. The Company has maintained a shortened duration of its fixed maturity security portfolio. This has reduced the potential impact of mark-to-market adjustments on the portfolio and positioned the Company to take advantage of rising interest rates. Average invested assets, at cost (including cash and cash equivalents), were $18.4 billion in 2018 and $17.5 billion in 2017. Insurance Service Fees. The Company earns fees from an insurance distribution business, a third-party administrator, and as a servicing carrier of workers' compensation assigned risk plans for certain states. Insurance service fees were $118 million in 2018 and $135 million in 2017. The decrease is primarily due to the sale of a third party administration business in the third quarter of 2018. (cid:1)et Realized and Unrealized Gains on Investments. The Company buys and sells securities and other investment assets on a regular basis in order to maximize its total return on investments. Decisions to sell securities and other investment assets are based on management’s view of the underlying fundamentals of specific investments as well as management’s expectations regarding interest rates, credit spreads, currency values and general economic conditions. Effective January 1, 2018, the Company adopted accounting guidance that requires all equity investments with readily determinable fair values to be measured at fair value with changes in the fair value recognized through net income (other than those equity securities accounted for under the equity method of accounting or those that result in consolidation of the investee). (cid:1)et realized and unrealized gains on investments were $154 million in 2018 compared with $336 million in 2017. In 2018, the gains reflected net realized gains on investment sales of $480 million reduced by a change in unrealized gains on equity securities of $320 46 47 K 0 1 e b 3 8 9 7 2 4 5 54 27983be 10K 27983be_10K.indd 54 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be Expenses from (cid:1)on-Insurance Businesses. Expenses from non-insurance businesses represent costs associated with businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that include (i) cost of goods sold related to aircraft and products sold and services provided, and (ii) general and administrative expenses. Expenses from non-insurance businesses were $364 million in 2018 compared to $325 million in 2017. The increase mainly relates to a new business purchased in the second half of 2018 as well as the textile business purchased in March 2017. Interest Expense. Interest expense was $157 million in 2018 compared with $147 million in 2017. In March 2018, the Company issued $175 million aggregate principal amount of 5.70% subordinated debentures due 2058, and in April 2018, the Company issued another $10 million principal amount of such debentures. Additionally in 2018, the Company issued subsidiary debt of $116 million, which was primarily attributable to a non-recourse mortgage loan on a real estate property in Florida. Income Taxes. The effective income tax rate was 20% in 2018 compared to 28% in 2017. The decrease in the effective tax rate in 2018 from 2017 was primarily due to the Tax Cuts and Jobs Act of 2017, which reduced the federal corporate tax rate from 35% to 21%. The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $70 million of its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. In the future, if such earnings were distributed the Company projects that the incremental tax, if any, will be immaterial. 5 5 2 7 9 8 3 b e 1 0 K 27983be 10K 55 million as well as $6 million in OTTI. In 2017, realized gains were primarily related to the sale of an investment in an office building located in Washington, D.C. and the sale of shares of a publicly traded common stock. Other-Than-Temporary Impairments. The cost of securities is adjusted when appropriate to include a provision for a decline in value that is considered to be other-than-temporary. In 2018, there were $6 million of other-than-temporary impairments. There was no other-than-temporary impairments in 2017. Revenues from (cid:1)on-Insurance Businesses. Revenues from non-insurance businesses were derived from businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that provide services to aviation markets, including (i) the distribution, manufacturing, repair and overhaul of aircraft parts and components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenues from non-insurance businesses increased to $373 million in 2018 from $326 million in 2017, primarily due to the purchase of a business in the second half of 2018 and revenues from a textile business purchased in March 2017. Losses and Loss Expenses. Losses and loss expenses decreased to $3,975 million in 2018 from $4,002 million in 2017. The consolidated loss ratio was 62.4% in 2018 and 63.4% in 2017. Catastrophe losses, net of reinsurance recoveries and reinstatement premiums, were $105 million in 2018 compared with $184 million in 2017. The more significant 2017 catastrophe losses largely related to hurricanes Harvey, Irma, and Maria, along with two earthquakes in Mexico. Favorable prior year reserve development (net of premium offsets) was $39 million in 2018 compared with $37 million in 2017. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.2 points to 61.3% in 2018 from 61.1% in 2017. A summary of loss ratios in 2018 compared with 2017 by business segment follows: • • Insurance - The loss ratio was 62.5% in both 2018 and 2017. Catastrophe losses were $76 million in 2018 compared with $107 million in 2017. Favorable prior year reserve development was $19 million in 2018 compared with $30 million in 2017. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.4 points to 61.5% in 2018 from 61.1% in 2017. Reinsurance & Monoline Excess - The loss ratio of 61.0% in 2018 was 9.0 points lower than the loss ratio of 70.0% in 2017. Catastrophe losses were $29 million in 2018 compared with $77 million in 2017. Favorable prior year reserve development was $20 million in 2018 compared with $7 million in 2017. The loss ratio excluding catastrophe losses and prior year reserve development decreased 1.1 points to 59.6% in 2018 from 60.7% in 2017. Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses: (In thousands) Policy acquisition and insurance operating expenses Insurance service expenses (cid:1)et foreign currency (gains) losses Other costs and expenses Total 2018 2017 2,098,881 $ 2,101,024 118,357 (27,067) 193,050 129,776 15,267 190,865 2,383,221 $ 2,436,932 $ $ Policy acquisition and insurance operating expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. Policy acquisition and insurance operating expenses remained flat and net premiums earned increased 1% from 2017. The expense ratio (policy acquisition and insurance operating expenses expressed as a percentage of premiums earned) was 32.9% in 2018 and 33.3% in 2017. Service expenses, which represent the costs associated with the fee-based businesses, decreased 9% to $118 million in 2018 from $130 million in 2017. The decrease is primarily due to the sale of a third party administration business in the third quarter of 2018. (cid:1)et foreign currency (gains) losses result from transactions denominated in a currency other than an operating unit’s functional currency. (cid:1)et foreign currency gains were $27 million in 2018 compared to losses of $15 million in 2017, resulting from the strengthening U.S. dollar and the change of functional currency for the Company's Argentine operations to the U.S. dollar as of July 1, 2018. The Argentine economy was determined to be highly inflationary under GAAP requiring the change in functional currency beginning with the third quarter of 2018. Other costs and expenses represent general and administrative expenses of the parent company and other expenses not allocated to business segments, including the cost of certain long-term incentive plans and new business ventures. Other costs and expenses increased to $193 million in 2018 from $191 million in 2017. 48 55 27983be 10K 27983be_10K.indd 55 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 5 5 2/26/20 12:08 PM 49 million as well as $6 million in OTTI. In 2017, realized gains were primarily related to the sale of an investment in an office Expenses from (cid:1)on-Insurance Businesses. Expenses from non-insurance businesses represent costs associated with 5 6 2 7 9 8 3 b e 1 0 K 27983be 10K 56 businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that include (i) cost of goods sold related to aircraft and products sold and services provided, and (ii) general and administrative expenses. Expenses from non-insurance businesses were $364 million in 2018 compared to $325 million in 2017. The increase mainly relates to a new business purchased in the second half of 2018 as well as the textile business purchased in March 2017. Interest Expense. Interest expense was $157 million in 2018 compared with $147 million in 2017. In March 2018, the Company issued $175 million aggregate principal amount of 5.70% subordinated debentures due 2058, and in April 2018, the Company issued another $10 million principal amount of such debentures. Additionally in 2018, the Company issued subsidiary debt of $116 million, which was primarily attributable to a non-recourse mortgage loan on a real estate property in Florida. Income Taxes. The effective income tax rate was 20% in 2018 compared to 28% in 2017. The decrease in the effective tax rate in 2018 from 2017 was primarily due to the Tax Cuts and Jobs Act of 2017, which reduced the federal corporate tax rate from 35% to 21%. The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $70 million of its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. In the future, if such earnings were distributed the Company projects that the incremental tax, if any, will be immaterial. building located in Washington, D.C. and the sale of shares of a publicly traded common stock. Other-Than-Temporary Impairments. The cost of securities is adjusted when appropriate to include a provision for a decline in value that is considered to be other-than-temporary. In 2018, there were $6 million of other-than-temporary impairments. There was no other-than-temporary impairments in 2017. Revenues from (cid:1)on-Insurance Businesses. Revenues from non-insurance businesses were derived from businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aviation-related businesses that provide services to aviation markets, including (i) the distribution, manufacturing, repair and overhaul of aircraft parts and components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenues from non-insurance businesses increased to $373 million in 2018 from $326 million in 2017, primarily due to the purchase of a business in the second half of 2018 and revenues from a textile business purchased in March 2017. Losses and Loss Expenses. Losses and loss expenses decreased to $3,975 million in 2018 from $4,002 million in 2017. The consolidated loss ratio was 62.4% in 2018 and 63.4% in 2017. Catastrophe losses, net of reinsurance recoveries and reinstatement premiums, were $105 million in 2018 compared with $184 million in 2017. The more significant 2017 catastrophe losses largely related to hurricanes Harvey, Irma, and Maria, along with two earthquakes in Mexico. Favorable prior year reserve development (net of premium offsets) was $39 million in 2018 compared with $37 million in 2017. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.2 points to 61.3% in 2018 from 61.1% in 2017. A summary of loss ratios in 2018 compared with 2017 by business segment follows: • Insurance - The loss ratio was 62.5% in both 2018 and 2017. Catastrophe losses were $76 million in 2018 compared with $107 million in 2017. Favorable prior year reserve development was $19 million in 2018 compared with $30 million in 2017. The loss ratio excluding catastrophe losses and prior year reserve development increased 0.4 points to 61.5% in 2018 from 61.1% in 2017. • Reinsurance & Monoline Excess - The loss ratio of 61.0% in 2018 was 9.0 points lower than the loss ratio of 70.0% in 2017. Catastrophe losses were $29 million in 2018 compared with $77 million in 2017. Favorable prior year reserve development was $20 million in 2018 compared with $7 million in 2017. The loss ratio excluding catastrophe losses and prior year reserve development decreased 1.1 points to 59.6% in 2018 from 60.7% in 2017. Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses: (In thousands) Policy acquisition and insurance operating expenses Insurance service expenses (cid:1)et foreign currency (gains) losses Other costs and expenses Total 2018 2017 2,098,881 $ 2,101,024 118,357 (27,067) 193,050 129,776 15,267 190,865 2,383,221 $ 2,436,932 $ $ Policy acquisition and insurance operating expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. Policy acquisition and insurance operating expenses remained flat and net premiums earned increased 1% from 2017. The expense ratio (policy acquisition and insurance operating expenses expressed as a percentage of premiums earned) was 32.9% in 2018 and 33.3% in 2017. Service expenses, which represent the costs associated with the fee-based businesses, decreased 9% to $118 million in 2018 from $130 million in 2017. The decrease is primarily due to the sale of a third party administration business in the third quarter of 2018. (cid:1)et foreign currency (gains) losses result from transactions denominated in a currency other than an operating unit’s functional currency. (cid:1)et foreign currency gains were $27 million in 2018 compared to losses of $15 million in 2017, resulting from the strengthening U.S. dollar and the change of functional currency for the Company's Argentine operations to the U.S. dollar as of July 1, 2018. The Argentine economy was determined to be highly inflationary under GAAP requiring the change in functional currency beginning with the third quarter of 2018. Other costs and expenses represent general and administrative expenses of the parent company and other expenses not allocated to business segments, including the cost of certain long-term incentive plans and new business ventures. Other costs and expenses increased to $193 million in 2018 from $191 million in 2017. 48 49 56 27983be 10K 27983be_10K.indd 56 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 6 5 2/26/20 12:08 PM 27983be 10K 57 5 7 2 7 9 8 3 b e 1 0 K Investments As part of its investment strategy, the Company establishes a level of cash and highly liquid short-term and intermediate- term securities that, combined with expected cash flow, it believes is adequate to meet its payment obligations. Due to the low fixed maturity investment returns, the Company invests in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets. The Company's investments in investment funds and its other alternative investments have experienced, and the Company expects to continue to experience, greater fluctuations in investment income. The Company also attempts to maintain an appropriate relationship between the effective duration of the investment portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The effective duration of the investment portfolio was 2.8 years at December 31, 2019 and 2018. The Company’s investment portfolio and investment- related assets as of December 31, 2019 were as follows: ($ in thousands) Fixed maturity securities: Carrying Value Percent of Total portfolio is considered necessary to maintain an approximate matching of assets and liabilities as well as to adjust the portfolio as a result of changes in financial market conditions and tax considerations. The Company’s philosophy related to holding or selling fixed maturity securities is based on its objective of maximizing total return. The key factors that management considers in its investment decisions as to whether to hold or sell fixed maturity securities are its view of the underlying fundamentals of specific securities as well as its expectations regarding interest rates, credit spreads and currency values. In a period in which management expects interest rates to rise, the Company may sell longer duration securities in order to mitigate the impact of an interest rate rise on the fair value of the portfolio. Similarly, in a period in which management expects credit spreads to widen, the Company may sell lower quality securities, and in a period in which management expects certain foreign currencies to decline in value, the Company may sell securities denominated in those foreign currencies. The sale of fixed maturity securities in order to achieve the objective of maximizing total return may result in realized gains; however, there is no reason to expect these gains to continue in future periods. Equity Securities. Equity securities primarily represent investments in common and preferred stocks in companies with potential growth opportunities in different sectors, mainly in the financial institutions sector. U.S. government and government agencies $ 786,931 4.0% Investment Funds. At December 31, 2019, the carrying value of investment funds was $1,214 million, including State and municipal: Special revenue Local general obligation State general obligation Pre-refunded (1) Corporate backed Total state and municipal Mortgage-backed securities: Agency Residential-Prime Commercial Residential-Alt A Total mortgage-backed securities Asset-backed securities Corporate: Industrial Financial Utilities Other Total corporate Foreign government Total fixed maturity securities Equity securities available for sale: Preferred stocks Common stocks Total equity securities available for sale Real estate Investment funds Cash and cash equivalents Arbitrage trading account Loans receivable 2,422,700 469,855 421,704 390,126 261,559 3,965,944 859,043 432,418 309,374 33,130 1,633,965 2,790,630 2,329,173 1,481,152 340,641 5,449 4,156,415 847,076 14,180,961 313,815 166,805 480,620 2,105,950 1,213,535 1,023,710 400,809 91,799 12.4 2.4 2.2 2.0 1.3 20.3 4.4 2.2 1.6 0.2 8.3 14.3 12.0 7.6 1.7 — 21.3 4.3 72.6 1.6 0.9 2.5 10.8 6.2 5.3 2.1 0.5 investments in real estate funds of $412 million, financial services funds of $281 million, energy funds of $157 million, transportation funds of $147 million, and other funds of $217 million. Investment funds are primarily reported on a one-quarter lag. Real Estate. Real estate is directly owned property held for investment. At December 31, 2019, real estate properties in operation included a long-term ground lease in Washington D.C., a hotel in Memphis, Tennessee, two office complexes in (cid:1)ew York City, office buildings in West Palm Beach and Palm Beach, Florida, and an office building in London, U.K. In addition, there is a mixed-use project in Washington D.C. under development. The Company expects to fund further development costs for the project with a combination of its own funds and external financing. Arbitrage Trading Account. The arbitrage trading account is comprised of direct investments in arbitrage securities. Merger arbitrage is the business of investing in the securities of publicly held companies that are the targets in announced tender offers and mergers. Loans Receivable. Loans receivable, which are carried at amortized cost, had an amortized cost of $92 million and an aggregate fair value of $95 million at December 31, 2019. The amortized cost of loans receivable is net of a valuation allowance of $2 million as of December 31, 2019. Loans receivable include real estate loans of $59 million that are secured by commercial real estate located primarily in (cid:1)ew York. Real estate loans receivable generally earn interest at floating LIBOR- based interest rates and have maturities (inclusive of extension options) through August 2025. Loans receivable include commercial loans of $33 million that are secured by business assets and have fixed interest rates and varying maturities not exceeding 10 years. Total investments $ 19,497,384 100.0% ______________ (1) Pre-refunded securities are securities for which an escrow account has been established to fund the remaining payments of principal and interest through maturity. Such escrow accounts are funded almost exclusively with U.S. Treasury and U.S. government agency securities. Fixed Maturity Securities. The Company’s investment policy with respect to fixed maturity securities is generally to purchase instruments with the expectation of holding them to their maturity. However, management of the available for sale 50 57 27983be 10K 27983be_10K.indd 57 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 7 5 2/26/20 12:08 PM 51 ($ in thousands) Fixed maturity securities: State and municipal: Special revenue Local general obligation State general obligation Pre-refunded (1) Corporate backed Total state and municipal Mortgage-backed securities: Agency Residential-Prime Commercial Residential-Alt A Total mortgage-backed securities Asset-backed securities Corporate: Industrial Financial Utilities Other Total corporate Foreign government Total fixed maturity securities Equity securities available for sale: Preferred stocks Common stocks Real estate Investment funds Cash and cash equivalents Arbitrage trading account Loans receivable Total investments ______________ Total equity securities available for sale 2,422,700 469,855 421,704 390,126 261,559 3,965,944 859,043 432,418 309,374 33,130 1,633,965 2,790,630 2,329,173 1,481,152 340,641 5,449 4,156,415 847,076 14,180,961 313,815 166,805 480,620 2,105,950 1,213,535 1,023,710 400,809 91,799 12.4 2.4 2.2 2.0 1.3 20.3 4.4 2.2 1.6 0.2 8.3 14.3 12.0 7.6 1.7 — 21.3 4.3 72.6 10.8 1.6 0.9 2.5 6.2 5.3 2.1 0.5 Investments As part of its investment strategy, the Company establishes a level of cash and highly liquid short-term and intermediate- 5 8 2 7 9 8 3 b e 1 0 K portfolio is considered necessary to maintain an approximate matching of assets and liabilities as well as to adjust the portfolio as a result of changes in financial market conditions and tax considerations. term securities that, combined with expected cash flow, it believes is adequate to meet its payment obligations. Due to the low The Company’s philosophy related to holding or selling fixed maturity securities is based on its objective of maximizing 27983be 10K 58 fixed maturity investment returns, the Company invests in equity securities, merger arbitrage securities, investment funds, private equity, loans and real estate related assets. The Company's investments in investment funds and its other alternative investments have experienced, and the Company expects to continue to experience, greater fluctuations in investment income. The Company also attempts to maintain an appropriate relationship between the effective duration of the investment portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The effective duration of the investment portfolio was 2.8 years at December 31, 2019 and 2018. The Company’s investment portfolio and investment- related assets as of December 31, 2019 were as follows: Carrying Value Percent of Total U.S. government and government agencies $ 786,931 4.0% total return. The key factors that management considers in its investment decisions as to whether to hold or sell fixed maturity securities are its view of the underlying fundamentals of specific securities as well as its expectations regarding interest rates, credit spreads and currency values. In a period in which management expects interest rates to rise, the Company may sell longer duration securities in order to mitigate the impact of an interest rate rise on the fair value of the portfolio. Similarly, in a period in which management expects credit spreads to widen, the Company may sell lower quality securities, and in a period in which management expects certain foreign currencies to decline in value, the Company may sell securities denominated in those foreign currencies. The sale of fixed maturity securities in order to achieve the objective of maximizing total return may result in realized gains; however, there is no reason to expect these gains to continue in future periods. Equity Securities. Equity securities primarily represent investments in common and preferred stocks in companies with potential growth opportunities in different sectors, mainly in the financial institutions sector. Investment Funds. At December 31, 2019, the carrying value of investment funds was $1,214 million, including investments in real estate funds of $412 million, financial services funds of $281 million, energy funds of $157 million, transportation funds of $147 million, and other funds of $217 million. Investment funds are primarily reported on a one-quarter lag. Real Estate. Real estate is directly owned property held for investment. At December 31, 2019, real estate properties in operation included a long-term ground lease in Washington D.C., a hotel in Memphis, Tennessee, two office complexes in (cid:1)ew York City, office buildings in West Palm Beach and Palm Beach, Florida, and an office building in London, U.K. In addition, there is a mixed-use project in Washington D.C. under development. The Company expects to fund further development costs for the project with a combination of its own funds and external financing. Arbitrage Trading Account. The arbitrage trading account is comprised of direct investments in arbitrage securities. Merger arbitrage is the business of investing in the securities of publicly held companies that are the targets in announced tender offers and mergers. Loans Receivable. Loans receivable, which are carried at amortized cost, had an amortized cost of $92 million and an aggregate fair value of $95 million at December 31, 2019. The amortized cost of loans receivable is net of a valuation allowance of $2 million as of December 31, 2019. Loans receivable include real estate loans of $59 million that are secured by commercial real estate located primarily in (cid:1)ew York. Real estate loans receivable generally earn interest at floating LIBOR- based interest rates and have maturities (inclusive of extension options) through August 2025. Loans receivable include commercial loans of $33 million that are secured by business assets and have fixed interest rates and varying maturities not exceeding 10 years. (1) Pre-refunded securities are securities for which an escrow account has been established to fund the remaining payments of principal and interest through maturity. Such escrow accounts are funded almost exclusively with U.S. Treasury and U.S. government agency securities. Fixed Maturity Securities. The Company’s investment policy with respect to fixed maturity securities is generally to purchase instruments with the expectation of holding them to their maturity. However, management of the available for sale $ 19,497,384 100.0% 50 51 58 27983be 10K 27983be_10K.indd 58 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 5 2/26/20 12:08 PM 5 9 2 7 9 8 3 b e 1 0 K Liquidity and Capital Resources Reinsurance 27983be 10K 59 Cash Flow. Cash flow provided from operating activities increased to $1,144 million in 2019 from $620 million in 2018, primarily due to an increase in net premium receipts and the timing of loss and loss expense payments as well as payments to tax authorities. The Company's insurance subsidiaries' principal sources of cash are premiums, investment income, service fees and proceeds from sales and maturities of portfolio investments. The principal uses of cash are payments for claims, taxes, operating expenses and dividends. The Company expects its insurance subsidiaries to fund the payment of losses with cash received from premiums, investment income and fees. The Company generally targets an average duration for its investment portfolio that is within one year of the average duration of its liabilities so that portions of its investment portfolio mature throughout the claim cycle and are available for the payment of claims if necessary. In the event operating cash flow and proceeds from maturities and prepayments of fixed maturity securities are not sufficient to fund claim payments and other cash requirements, the remainder of the Company's cash and investments is available to pay claims and other obligations as they become due. The Company's investment portfolio is highly liquid, with approximately 78% invested in cash, cash equivalents and marketable fixed maturity securities as of December 31, 2019. If the sale of fixed maturity securities were to become necessary, a realized gain or loss equal to the difference between the cost and sales price of securities sold would be recognized. Debt. At December 31, 2019, the Company had senior notes, subordinated debentures and other debt outstanding with a carrying value of $2,626 million and a face amount of $2,671 million. The maturities of the outstanding debt are $6 million in 2019, $300 million in 2020, $1 million in 2021, $427 million in 2022, $102 million in 2028, $250 million in 2037, $350 million in 2044, $350 million in 2053, $400 million in 2056, $185 million in 2058 and $300 million in 2059. In March 2018, the Company issued $175 million aggregate principal amount of 5.70% subordinated debentures due 2058, and in April 2018, the Company issued another $10 million principal amount of such debentures. Additionally in 2018, the Company issued subsidiary debt of $116 million, which was primarily attributable to a non-recourse mortgage loan on a real estate property in Florida. During 2019, the Company repaid at maturity $489 million aggregate principal amount of senior notes and other debt. In December 2019, the Company issued $300 million aggregate principal amount of 5.10% subordinated debentures due 2059. Equity. The Company repurchased 269,072, 357,600, and 731,003 shares of its common stock in 2019, 2018 and 2017, respectively. The aggregate cost of the repurchases was $18 million in 2019, $25 million in 2018 and $48 million in 2017. In 2019, the Board declared regular quarterly cash dividends of $0.10 per share in the first quarter, and $0.11 per share in each of the remaining three quarters, plus additional special dividends in the respective amounts of $0.50 per share in the second quarter and $0.75 per share in the fourth quarter, for a total of $308 million in aggregate dividends in 2019. At December 31, 2019, total common stockholders’ equity was $6.1 billion, common shares outstanding were 183,411,907 and stockholders’ equity per outstanding share was $33.12. Total Capital. Total capitalization (equity, debt and subordinated debentures) was $8.7 billion at December 31, 2019. The percentage of the Company’s capital attributable to senior notes, subordinated debentures and other debt was 30% at December 31, 2019 and 34% at December 31, 2018. Federal and Foreign Income Taxes The Company files a consolidated income tax return in the U.S. and foreign tax returns in each of the countries in which it has overseas operations. At December 31, 2019, the Company had a gross deferred tax asset (net of valuation allowance) of $392 million (which primarily relates to loss and loss expense reserves and unearned premium reserves) and a gross deferred tax liability of $410 million (which primarily relates to deferred policy acquisition costs, unrealized investment gains and investment funds). The realization of the deferred tax asset is dependent upon the Company's ability to generate sufficient taxable income in future periods. Based on historical results and the prospects for future operations, management anticipates that it is more likely than not that future taxable income will be sufficient for the realization of this asset. The Company follows customary industry practice of reinsuring a portion of its exposures in exchange for paying reinsurers a part of the premiums received on the policies it writes. Reinsurance is purchased by the Company principally to reduce its net liability on individual risks and to protect it against catastrophic losses. Although reinsurance does not legally discharge an insurer from its primary liability for the full amount of the policies, it does make the assuming reinsurer liable to the insurer to the extent of the reinsurance coverage. The Company monitors the financial condition of its reinsurers and attempts to place its coverages only with financially sound carriers. Reinsurance coverage and retentions vary depending on the line of business, location of the risk and nature of loss. The Company’s reinsurance purchases include the following: • Property reinsurance treaties - The Company purchases property reinsurance to reduce its exposure to large individual property losses and catastrophe events. Following is a summary of significant property reinsurance treaties in effect as of January 1, 2020: The Company’s property per risk reinsurance generally covers losses between $2.5 million and $60 million. The Company’s catastrophe excess of loss reinsurance program provides protection for net losses between $15 million and $395 million for the majority of business written by its U.S. Insurance segment operating units and Lloyd's Syndicate, excluding offshore energy. The Company’s catastrophe reinsurance agreements are subject to certain limits, exclusions and reinstatement premiums. • Casualty reinsurance treaties - The Company purchases casualty reinsurance to reduce its exposure to large individual casualty losses, workers’ compensation catastrophe losses and casualty losses involving multiple claimants or insureds for the majority of business written by its U.S. companies. A significant casualty treaty (casualty catastrophe) in effect as of January 1, 2020 provides significant protection for losses between $5 million and $75 million from single events with claims involving two or more insurable interests or for systemic events involving multiple insureds and/or policy years. The treaty also covers casualty contingency losses in excess of $2 million and up to $97 million. For losses involving two or more claimants for primary workers’ compensation business, coverage is generally in place for losses between $5 million and $270 million. For excess workers’ compensation business, such coverage is generally in place for losses between $25 million and $545 million. are in excess of treaty reinsurance capacity. supplement the above programs. • • Facultative reinsurance - The Company also purchases facultative reinsurance on certain individual policies or risks that Other reinsurance - Depending on the operating unit, the Company purchases specific additional reinsurance to The Company places a number of its casualty treaties on a “risk attaching” basis. Under risk attaching treaties, all claims from policies incepting during the period of the reinsurance contract are covered even if they occur after the expiration date of the reinsurance contract. If the Company is unable to renew or replace its existing reinsurance coverage, protection for unexpired policies would remain in place until their expiration. In such case, the Company could revise its underwriting strategy for new business to reflect the absence of reinsurance protection. The casualty catastrophe treaty highlighted above was purchased on a claims made basis. Property catastrophe and workers’ compensation catastrophe reinsurance is generally placed on a “losses occurring basis,” whereby only claims occurring during the period are covered. If the Company is unable to renew or replace these reinsurance coverages, unexpired policies would not be protected, though we frequently have the option to purchase run-off coverage in our treaties. Following is a summary of earned premiums and loss and loss expenses ceded to reinsurers for each of the three years ended December 31, 2019: (In thousands) Earned premiums Losses and loss expenses Year Ended December 31, 2019 2018 2017 $ 1,328,843 $ 1,236,049 $ 1,161,936 836,831 829,742 601,769 Ceded earned premiums increased 7.5% in 2019 to $1,329 million. The ceded losses and loss expenses ratio decreased 4 points to 63% in 2019 from 67% in 2018. 52 59 27983be 10K 27983be_10K.indd 59 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 9 5 2/26/20 12:08 PM 53 27983be 10K 60 Liquidity and Capital Resources 6 0 2 7 9 8 3 b e 1 0 K Reinsurance Cash Flow. Cash flow provided from operating activities increased to $1,144 million in 2019 from $620 million in 2018, The Company follows customary industry practice of reinsuring a portion of its exposures in exchange for paying reinsurers a primarily due to an increase in net premium receipts and the timing of loss and loss expense payments as well as payments to tax authorities. The Company's insurance subsidiaries' principal sources of cash are premiums, investment income, service fees and proceeds from sales and maturities of portfolio investments. The principal uses of cash are payments for claims, taxes, operating expenses and dividends. The Company expects its insurance subsidiaries to fund the payment of losses with cash received from premiums, investment income and fees. The Company generally targets an average duration for its investment portfolio that is within one year of the average duration of its liabilities so that portions of its investment portfolio mature throughout the claim cycle and are available for the payment of claims if necessary. In the event operating cash flow and proceeds from maturities and prepayments of fixed maturity securities are not sufficient to fund claim payments and other cash requirements, the remainder of the Company's cash and investments is available to pay claims and other obligations as they become due. The Company's investment portfolio is highly liquid, with approximately 78% invested in cash, cash equivalents and marketable fixed maturity securities as of December 31, 2019. If the sale of fixed maturity securities were to become necessary, a realized gain or loss equal to the difference between the cost and sales price of securities sold would be recognized. Debt. At December 31, 2019, the Company had senior notes, subordinated debentures and other debt outstanding with a carrying value of $2,626 million and a face amount of $2,671 million. The maturities of the outstanding debt are $6 million in 2019, $300 million in 2020, $1 million in 2021, $427 million in 2022, $102 million in 2028, $250 million in 2037, $350 million in 2044, $350 million in 2053, $400 million in 2056, $185 million in 2058 and $300 million in 2059. In March 2018, the Company issued $175 million aggregate principal amount of 5.70% subordinated debentures due 2058, and in April 2018, the Company issued another $10 million principal amount of such debentures. Additionally in 2018, the Company issued subsidiary debt of $116 million, which was primarily attributable to a non-recourse mortgage loan on a real estate property in Florida. During 2019, the Company repaid at maturity $489 million aggregate principal amount of senior notes and other debt. In December 2019, the Company issued $300 million aggregate principal amount of 5.10% subordinated debentures due 2059. Equity. The Company repurchased 269,072, 357,600, and 731,003 shares of its common stock in 2019, 2018 and 2017, respectively. The aggregate cost of the repurchases was $18 million in 2019, $25 million in 2018 and $48 million in 2017. In 2019, the Board declared regular quarterly cash dividends of $0.10 per share in the first quarter, and $0.11 per share in each of the remaining three quarters, plus additional special dividends in the respective amounts of $0.50 per share in the second quarter and $0.75 per share in the fourth quarter, for a total of $308 million in aggregate dividends in 2019. At December 31, 2019, total common stockholders’ equity was $6.1 billion, common shares outstanding were 183,411,907 and stockholders’ equity per Total Capital. Total capitalization (equity, debt and subordinated debentures) was $8.7 billion at December 31, 2019. The percentage of the Company’s capital attributable to senior notes, subordinated debentures and other debt was 30% at December 31, outstanding share was $33.12. 2019 and 34% at December 31, 2018. Federal and Foreign Income Taxes The Company files a consolidated income tax return in the U.S. and foreign tax returns in each of the countries in which it part of the premiums received on the policies it writes. Reinsurance is purchased by the Company principally to reduce its net liability on individual risks and to protect it against catastrophic losses. Although reinsurance does not legally discharge an insurer from its primary liability for the full amount of the policies, it does make the assuming reinsurer liable to the insurer to the extent of the reinsurance coverage. The Company monitors the financial condition of its reinsurers and attempts to place its coverages only with financially sound carriers. Reinsurance coverage and retentions vary depending on the line of business, location of the risk and nature of loss. The Company’s reinsurance purchases include the following: • • • • Property reinsurance treaties - The Company purchases property reinsurance to reduce its exposure to large individual property losses and catastrophe events. Following is a summary of significant property reinsurance treaties in effect as of January 1, 2020: The Company’s property per risk reinsurance generally covers losses between $2.5 million and $60 million. The Company’s catastrophe excess of loss reinsurance program provides protection for net losses between $15 million and $395 million for the majority of business written by its U.S. Insurance segment operating units and Lloyd's Syndicate, excluding offshore energy. The Company’s catastrophe reinsurance agreements are subject to certain limits, exclusions and reinstatement premiums. Casualty reinsurance treaties - The Company purchases casualty reinsurance to reduce its exposure to large individual casualty losses, workers’ compensation catastrophe losses and casualty losses involving multiple claimants or insureds for the majority of business written by its U.S. companies. A significant casualty treaty (casualty catastrophe) in effect as of January 1, 2020 provides significant protection for losses between $5 million and $75 million from single events with claims involving two or more insurable interests or for systemic events involving multiple insureds and/or policy years. The treaty also covers casualty contingency losses in excess of $2 million and up to $97 million. For losses involving two or more claimants for primary workers’ compensation business, coverage is generally in place for losses between $5 million and $270 million. For excess workers’ compensation business, such coverage is generally in place for losses between $25 million and $545 million. Facultative reinsurance - The Company also purchases facultative reinsurance on certain individual policies or risks that are in excess of treaty reinsurance capacity. Other reinsurance - Depending on the operating unit, the Company purchases specific additional reinsurance to supplement the above programs. The Company places a number of its casualty treaties on a “risk attaching” basis. Under risk attaching treaties, all claims from policies incepting during the period of the reinsurance contract are covered even if they occur after the expiration date of the reinsurance contract. If the Company is unable to renew or replace its existing reinsurance coverage, protection for unexpired policies would remain in place until their expiration. In such case, the Company could revise its underwriting strategy for new business to reflect the absence of reinsurance protection. The casualty catastrophe treaty highlighted above was purchased on a claims made basis. Property catastrophe and workers’ compensation catastrophe reinsurance is generally placed on a “losses occurring basis,” whereby only claims occurring during the period are covered. If the Company is unable to renew or replace these reinsurance coverages, unexpired policies would not be protected, though we frequently have the option to purchase run-off coverage in our treaties. has overseas operations. At December 31, 2019, the Company had a gross deferred tax asset (net of valuation allowance) of $392 Following is a summary of earned premiums and loss and loss expenses ceded to reinsurers for each of the three years ended million (which primarily relates to loss and loss expense reserves and unearned premium reserves) and a gross deferred tax liability December 31, 2019: of $410 million (which primarily relates to deferred policy acquisition costs, unrealized investment gains and investment funds). The realization of the deferred tax asset is dependent upon the Company's ability to generate sufficient taxable income in future periods. Based on historical results and the prospects for future operations, management anticipates that it is more likely than not that future taxable income will be sufficient for the realization of this asset. (In thousands) Earned premiums Losses and loss expenses Year Ended December 31, 2019 2018 2017 $ 1,328,843 $ 1,236,049 $ 1,161,936 836,831 829,742 601,769 Ceded earned premiums increased 7.5% in 2019 to $1,329 million. The ceded losses and loss expenses ratio decreased 4 points to 63% in 2019 from 67% in 2018. 52 53 60 27983be 10K 27983be_10K.indd 60 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 0 6 2/26/20 12:08 PM 6 1 2 7 9 8 3 b e 1 0 K The following table presents the credit quality of amounts due from reinsurers as of December 31, 2019. Amounts due from Contractual Obligations reinsurers are net of reserves for uncollectible reinsurance of $1 million in the aggregate. 27983be 10K 61 (In thousands) Reinsurer Amounts due in excess of $20 million: Munich Re Lloyd’s of London Swiss Re Alleghany Group Partner Re Hannover Re Group Axis Capital Berkshire Hathaway Renaissance Re Korean Re Everest Re Liberty Mutual Arch Capital Group Qatar Re Chubb Limited Other reinsurers: Rated A- or better Secured (2) All Others Subtotal Residual market pools (3) Total _________________ Rating (1) Amount (In thousands) Following is a summary of the Company's contractual obligations as of December 31, 2019: AA- A+ AA- A+ A+ AA- A+ AA+ A+ A A+ A A+ A AA $ 243,021 201,092 179,274 169,185 127,638 95,486 93,547 82,882 79,954 64,464 55,431 49,346 27,116 22,477 15,199 166,658 118,550 23,195 1,814,515 319,168 $ 2,133,683 Estimated Payments By Periods 2020 2021 2022 2023 2024 Thereafter Gross reserves for losses Operating lease obligations Purchase obligations Subordinated debentures Debt maturities Interest payments Other long-term liabilities Total $ 3,329,476 $ 2,340,960 $ 1,744,383 $ 1,270,669 $ 906,267 $ 3,553,186 49,293 125,828 — 305,934 142,552 3,346 47,107 64,798 — 1,120 126,427 2,998 41,652 43,172 — 426,503 119,771 2,650 37,510 40,014 — — 103,584 2,382 31,152 40,383 — — 103,584 2,131 78,820 — 1,235,000 701,750 2,775,560 24,696 $ 3,956,429 $ 2,583,410 $ 2,378,131 $ 1,454,159 $ 1,083,517 $ 8,369,012 The estimated payments for reserves for losses and loss expenses in the above table represent the projected (undiscounted) payments for gross loss and loss expense reserves related to losses incurred as of December 31, 2019. The estimated payments in the above table do not consider payments for losses to be incurred in future periods. These amounts include reserves for reported losses and reserves for incurred but not reported losses. Estimated amounts recoverable from reinsurers are not reflected. The estimated payments by year are based on historical loss payment patterns.The actual payments may differ from the estimated amounts due to changes in ultimate loss reserves and in the timing of the settlement of those reserves. In addition, at December 31, 2019, the Company had commitments to invest up to $232 million and $114 million in certain investment funds and real estate construction projects, respectively. These amounts are not included in the above table. The Company utilizes letters of credit to back certain reinsurance payments and obligations. Outstanding letters of credit were $4 million as of December 31, 2019. The Company has made certain guarantees to state regulators that the statutory capital of certain subsidiaries will be maintained above certain minimum levels. Off-Balance Sheet Arrangements An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a company has (1) made guarantees, (2) a retained or contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company, or that engages in leasing, hedging or research and development arrangements with the Company. The Company has no arrangements of these types that management believes may have a material current or future effect on our financial condition, liquidity or results of operations. (1) S&P rating, or if not rated by S&P, A.M. Best rating. (2) Secured by letters of credit or other forms of collateral. (3) Many states require licensed insurers that provide workers' compensation insurance to participate in programs that provide workers' compensation to employers that cannot procure coverage from an insurer on a voluntary basis. Insurers can fulfill this residual market obligation by participating in pools where results are shared by the participating companies. The Company acts as a servicing carrier for workers' compensation pools in certain states. As a servicing carrier, the Company writes residual market business directly and then cedes 100% of this business to the respective pool. As a servicing carrier, the Company receives fee income for its services. The Company does not retain underwriting risk, and credit risk is limited as ceded balances are jointly shared by all the pool members. 54 61 27983be 10K 27983be_10K.indd 61 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 6 2/26/20 12:08 PM 55 The following table presents the credit quality of amounts due from reinsurers as of December 31, 2019. Amounts due from reinsurers are net of reserves for uncollectible reinsurance of $1 million in the aggregate. 6 2 2 7 9 8 3 b e 1 0 K Contractual Obligations Following is a summary of the Company's contractual obligations as of December 31, 2019: Rating (1) Amount (In thousands) 27983be 10K 62 Estimated Payments By Periods 2020 2021 2022 2023 2024 Thereafter Gross reserves for losses Operating lease obligations Purchase obligations Subordinated debentures Debt maturities Interest payments Other long-term liabilities Total $ 3,329,476 $ 2,340,960 $ 1,744,383 $ 1,270,669 $ 906,267 $ 3,553,186 49,293 125,828 — 305,934 142,552 3,346 47,107 64,798 — 1,120 126,427 2,998 41,652 43,172 — 426,503 119,771 2,650 37,510 40,014 — — 103,584 2,382 31,152 40,383 — — 103,584 2,131 78,820 — 1,235,000 701,750 2,775,560 24,696 $ 3,956,429 $ 2,583,410 $ 2,378,131 $ 1,454,159 $ 1,083,517 $ 8,369,012 The estimated payments for reserves for losses and loss expenses in the above table represent the projected (undiscounted) payments for gross loss and loss expense reserves related to losses incurred as of December 31, 2019. The estimated payments in the above table do not consider payments for losses to be incurred in future periods. These amounts include reserves for reported losses and reserves for incurred but not reported losses. Estimated amounts recoverable from reinsurers are not reflected. The estimated payments by year are based on historical loss payment patterns.The actual payments may differ from the estimated amounts due to changes in ultimate loss reserves and in the timing of the settlement of those reserves. In addition, at December 31, 2019, the Company had commitments to invest up to $232 million and $114 million in certain investment funds and real estate construction projects, respectively. These amounts are not included in the above table. The Company utilizes letters of credit to back certain reinsurance payments and obligations. Outstanding letters of credit were $4 million as of December 31, 2019. The Company has made certain guarantees to state regulators that the statutory capital of certain subsidiaries will be maintained above certain minimum levels. Off-Balance Sheet Arrangements An off-balance sheet arrangement is any transaction, agreement or other contractual arrangement involving an unconsolidated entity under which a company has (1) made guarantees, (2) a retained or contingent interest in transferred assets, (3) an obligation under derivative instruments classified as equity or (4) any obligation arising out of a material variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company, or that engages in leasing, hedging or research and development arrangements with the Company. The Company has no arrangements of these types that management believes may have a material current or future effect on our financial condition, liquidity or results of operations. (1) S&P rating, or if not rated by S&P, A.M. Best rating. (2) Secured by letters of credit or other forms of collateral. (3) Many states require licensed insurers that provide workers' compensation insurance to participate in programs that provide workers' compensation to employers that cannot procure coverage from an insurer on a voluntary basis. Insurers can fulfill this residual market obligation by participating in pools where results are shared by the participating companies. The Company acts as a servicing carrier for workers' compensation pools in certain states. As a servicing carrier, the Company writes residual market business directly and then cedes 100% of this business to the respective pool. As a servicing carrier, the Company receives fee income for its services. The Company does not retain underwriting risk, and credit risk is limited as ceded balances are jointly shared by all the pool members. (In thousands) Reinsurer Amounts due in excess of $20 million: Munich Re Lloyd’s of London Swiss Re Alleghany Group Partner Re Hannover Re Group Axis Capital Berkshire Hathaway Renaissance Re Korean Re Everest Re Liberty Mutual Arch Capital Group Qatar Re Chubb Limited Other reinsurers: Rated A- or better Secured (2) All Others Subtotal Total Residual market pools (3) _________________ AA- A+ AA- A+ A+ AA- A+ AA+ A+ A A+ A A+ A AA $ 243,021 201,092 179,274 169,185 127,638 95,486 93,547 82,882 79,954 64,464 55,431 49,346 27,116 22,477 15,199 166,658 118,550 23,195 1,814,515 319,168 $ 2,133,683 54 55 62 27983be 10K 27983be_10K.indd 62 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 2 6 2/26/20 12:08 PM 6 3 2 7 9 8 3 b e 1 0 K ITEM 7A. QUA(cid:1)TITATIVE A(cid:1)D QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FI(cid:1)A(cid:1)CIAL STATEME(cid:1)TS A(cid:1)D SUPPLEME(cid:1)TARY DATA 27983be 10K 63 Market Risk. The fair value of the Company’s investments is subject to risks of fluctuations in credit quality and interest rates. The Company uses various models and stress test scenarios to monitor and manage interest rate risk. The Company attempts to manage its interest rate risk by maintaining an appropriate relationship between the effective duration of the investment portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The effective duration for the fixed maturity portfolio (including cash and cash equivalents) was 2.8 years at December 31, 2019 and 2018. In addition, the fair value of the Company’s international investments is subject to currency risk. The Company attempts to manage its currency risk by matching its foreign currency assets and liabilities where considered appropriate. The following table outlines the groups of fixed maturity securities and their effective duration at December 31, 2019: ($ in thousands) State and municipal Corporate Mortgage-backed securities Foreign government U.S. government and government agencies Asset-backed securities Loans receivable Cash and cash equivalents Total Effective Duration (Years) 3.9 $ 3.5 3.3 2.4 2.3 1.3 0.8 — 2.8 Fair Value 3,978,944 4,156,415 1,634,959 847,076 786,931 2,790,630 94,613 1,023,710 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors W. R. Berkley Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of W. R. Berkley Corporation and Subsidiaries (the Company) as of December 31, 2019 and 2018, 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, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2019, 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, 2019, 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 20, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. $ 15,313,278 Change in Accounting Principle Duration is a common measure of the price sensitivity of fixed maturity securities to changes in interest rates. The Company determines the estimated change in fair value of the fixed maturity securities, assuming parallel shifts in the yield curve for treasury securities while keeping spreads between individual securities and treasury securities static. The estimated fair value at specified levels at December 31, 2019 would be as follows: As discussed in (cid:1)ote 10 to the consolidated financial statements, the Company has changed its method of accounting for equity investments measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee) effective January 1, 2018 due to the adoption of ASU 2016-01, Financial Instruments. (In thousands) Change in interest rates: 300 basis point rise 200 basis point rise 100 basis point rise Base scenario 100 basis point decline 200 basis point decline 300 basis point decline Estimated Fair Value Change in Fair Value $ 13,953,211 $ (1,360,067) 14,413,112 14,866,470 15,313,278 15,750,805 16,181,783 16,606,149 (900,167) (446,809) — 437,526 868,504 1,292,871 Arbitrage investing differs from other types of investments in that its focus is on transactions and events believed likely to bring about a change in value over a relatively short time period (usually four months or less). The Company believes that this makes arbitrage investments less vulnerable to changes in general stock market conditions. Potential changes in market conditions are also mitigated by the implementation of hedging strategies, including short sales. Additionally, the arbitrage positions are generally hedged against market declines by purchasing put options, selling call options or entering into swap contracts. The Company's merger arbitrage securities are primarily exposed to the risk of completion of announced deals, which are subject to regulatory as well as transactional and other risks. 56 63 27983be 10K 27983be_10K.indd 63 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 3 6 2/26/20 12:08 PM Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of the estimate of the reserves for losses and loss expenses As discussed in (cid:1)otes 1 and 13 to the consolidated financial statements, the Company estimates the reserves for losses and loss expenses (reserves) using a variety of actuarial techniques and methods based on expected loss ratios, rate of 57 27983be 10K 64 ITEM 7A. QUA(cid:1)TITATIVE A(cid:1)D QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. FI(cid:1)A(cid:1)CIAL STATEME(cid:1)TS A(cid:1)D SUPPLEME(cid:1)TARY DATA 6 4 2 7 9 8 3 b e 1 0 K Market Risk. The fair value of the Company’s investments is subject to risks of fluctuations in credit quality and interest rates. The Company uses various models and stress test scenarios to monitor and manage interest rate risk. The Company attempts to manage its interest rate risk by maintaining an appropriate relationship between the effective duration of the investment portfolio and the approximate duration of its liabilities (i.e., policy claims and debt obligations). The effective duration for the fixed maturity portfolio (including cash and cash equivalents) was 2.8 years at December 31, 2019 and 2018. In addition, the fair value of the Company’s international investments is subject to currency risk. The Company attempts to manage its currency risk by matching its foreign currency assets and liabilities where considered appropriate. The following table outlines the groups of fixed maturity securities and their effective duration at December 31, 2019: Fair Value $ 3,978,944 4,156,415 1,634,959 847,076 786,931 2,790,630 94,613 1,023,710 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors W. R. Berkley Corporation: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of W. R. Berkley Corporation and Subsidiaries (the Company) as of December 31, 2019 and 2018, 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, 2019, 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, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2019, 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, 2019, 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 20, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Duration is a common measure of the price sensitivity of fixed maturity securities to changes in interest rates. The Company determines the estimated change in fair value of the fixed maturity securities, assuming parallel shifts in the yield curve for treasury securities while keeping spreads between individual securities and treasury securities static. The estimated fair value at specified levels at December 31, 2019 would be as follows: As discussed in (cid:1)ote 10 to the consolidated financial statements, the Company has changed its method of accounting for equity investments measured at fair value with changes in the fair value recognized through net income (other than those accounted for under equity method of accounting or those that result in consolidation of the investee) effective January 1, 2018 due to the adoption of ASU 2016-01, Financial Instruments. $ 15,313,278 Change in Accounting Principle Effective Duration (Years) 3.9 3.5 3.3 2.4 2.3 1.3 0.8 — 2.8 Estimated Fair Change in Fair Value Value $ 13,953,211 $ (1,360,067) 14,413,112 14,866,470 15,313,278 15,750,805 16,181,783 16,606,149 (900,167) (446,809) — 437,526 868,504 1,292,871 Arbitrage investing differs from other types of investments in that its focus is on transactions and events believed likely to bring about a change in value over a relatively short time period (usually four months or less). The Company believes that this makes arbitrage investments less vulnerable to changes in general stock market conditions. Potential changes in market conditions are also mitigated by the implementation of hedging strategies, including short sales. Additionally, the arbitrage positions are generally hedged against market declines by purchasing put options, selling call options or entering into swap contracts. The Company's merger arbitrage securities are primarily exposed to the risk of completion of announced deals, which are subject to regulatory as well as transactional and other risks. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Assessment of the estimate of the reserves for losses and loss expenses As discussed in (cid:1)otes 1 and 13 to the consolidated financial statements, the Company estimates the reserves for losses and loss expenses (reserves) using a variety of actuarial techniques and methods based on expected loss ratios, rate of 56 57 ($ in thousands) State and municipal Corporate Mortgage-backed securities Foreign government Asset-backed securities Loans receivable Cash and cash equivalents Total U.S. government and government agencies (In thousands) Change in interest rates: 300 basis point rise 200 basis point rise 100 basis point rise Base scenario 100 basis point decline 200 basis point decline 300 basis point decline K 0 1 e b 3 8 9 7 2 4 6 64 27983be 10K 27983be_10K.indd 64 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 27983be 10K 65 6 5 2 7 9 8 3 b e 1 0 K loss cost inflation, reported and paid loss emergence patterns, loss frequency and severity, and the loss reporting lag. Such amounts are adjusted for certain qualitative factors. The reserves as of December 31, 2019 were $12,583 million. We identified the assessment of the estimate of reserves as a critical audit matter because it involved significant measurement uncertainty, which required complex auditor judgment. Specialized actuarial expertise was required to evaluate the actuarial method or methods and assumptions used. Assumptions included loss development factors; the weighting of actuarial methods when more than one was used; the impact of qualitative factors; and whether payments are fixed and reliably determinable for certain reserves subject to discounting. The primary procedures we performed to address the critical audit matter included the following. We tested certain internal controls over the Company’s reserving process, including controls over the Company’s process to develop the Company’s best estimate of reserves based on actuarial methodologies and assumptions employed by the Company’s actuaries. We involved actuarial professionals with specialized skills and knowledge, who assisted in: – – – – – – Examining the Company’s actuarial methodologies for compliance with Actuarial Standards of Practice; Evaluating the Company’s actuarial point estimate by performing independent actuarial analyses for certain of the larger, more complex operating units; Evaluating the Company’s actuarial point estimate by examining the Company actuaries’ procedures, and certain key assumptions for the remaining operating units; Developing an independent range of reserves based on actuarial methodologies and assumptions and comparing to the Company’s reserves; Evaluating the Company’s reserves and year-over-year movements of the Company’s reserves relative to, and within, the independently developed range of reserves; and Evaluating the Company’s ability to discount certain reserves by comparing the expected payout pattern of claims paid to actual claims paid. We have served as the Company’s auditor since 1972. (cid:1)ew York, (cid:1)ew York February 20, 2020 /S/ KPMG LLP W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES CO(cid:1)SOLIDATED STATEME(cid:1)TS OF I(cid:1)COME (In thousands, except per share data) REVE(cid:1)UES: (cid:1)et premiums written (cid:1)et premiums earned (cid:1)et investment income Change in net unearned premiums (cid:1)et realized and unrealized gains on investments: (cid:1)et realized and unrealized gains before OTTI Other-than-temporary impairments ("OTTI") (cid:1)et realized and unrealized gains on investments Revenues from non-insurance businesses Insurance service fees Other income Total revenues OPERATI(cid:1)G COSTS A(cid:1)D EXPE(cid:1)SES: Losses and loss expenses Other operating costs and expenses Expenses from non-insurance businesses Interest expense Total operating costs and expenses Income before income taxes Income tax expense (cid:1)et income before noncontrolling interests (cid:1)oncontrolling interests (cid:1)et income to common stockholders (cid:1)ET I(cid:1)COME PER SHARE: Basic Diluted Year Ended December 31, 2019 2018 2017 $ 6,863,499 $ 6,433,227 $ 6,260,508 (230,211) (61,722) 50,911 6,633,288 6,371,505 6,311,419 645,614 674,235 575,788 120,703 160,175 335,858 — (5,687) 120,703 406,541 92,680 3,370 154,488 372,985 117,757 681 — 335,858 326,165 134,729 805 7,902,196 7,691,651 7,684,764 4,131,116 3,974,702 4,002,348 2,362,082 2,383,221 2,436,932 402,669 153,409 364,449 157,185 325,417 147,297 7,049,276 6,879,557 6,911,994 852,920 812,094 772,770 (168,935) (163,028) (219,433) 683,985 649,066 553,337 (2,041) (8,317) (4,243) 681,944 $ 640,749 $ 549,094 3.58 3.52 $ $ 3.37 3.33 $ $ 2.93 2.84 $ $ $ See accompanying notes to consolidated financial statements. 58 65 27983be 10K 27983be_10K.indd 65 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 5 6 2/26/20 12:08 PM 59 loss cost inflation, reported and paid loss emergence patterns, loss frequency and severity, and the loss reporting lag. Such amounts are adjusted for certain qualitative factors. The reserves as of December 31, 2019 were $12,583 million. We identified the assessment of the estimate of reserves as a critical audit matter because it involved significant measurement uncertainty, which required complex auditor judgment. Specialized actuarial expertise was required to evaluate the actuarial method or methods and assumptions used. Assumptions included loss development factors; the weighting of actuarial methods when more than one was used; the impact of qualitative factors; and whether payments are fixed and reliably determinable for certain reserves subject to discounting. The primary procedures we performed to address the critical audit matter included the following. We tested certain internal controls over the Company’s reserving process, including controls over the Company’s process to develop the Company’s best estimate of reserves based on actuarial methodologies and assumptions employed by the Company’s actuaries. We involved actuarial professionals with specialized skills and knowledge, who assisted in: – – – – – – Examining the Company’s actuarial methodologies for compliance with Actuarial Standards of Practice; Evaluating the Company’s actuarial point estimate by performing independent actuarial analyses for certain of the larger, more complex operating units; Evaluating the Company’s actuarial point estimate by examining the Company actuaries’ procedures, and certain key assumptions for the remaining operating units; Developing an independent range of reserves based on actuarial methodologies and assumptions and comparing to the Company’s reserves; Evaluating the Company’s reserves and year-over-year movements of the Company’s reserves relative to, and within, the independently developed range of reserves; and Evaluating the Company’s ability to discount certain reserves by comparing the expected payout pattern of claims paid to actual claims paid. We have served as the Company’s auditor since 1972. (cid:1)ew York, (cid:1)ew York February 20, 2020 /S/ KPMG LLP 27983be 10K 66 6 6 2 7 9 8 3 b e 1 0 K W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES CO(cid:1)SOLIDATED STATEME(cid:1)TS OF I(cid:1)COME (In thousands, except per share data) REVE(cid:1)UES: (cid:1)et premiums written Change in net unearned premiums (cid:1)et premiums earned (cid:1)et investment income (cid:1)et realized and unrealized gains on investments: (cid:1)et realized and unrealized gains before OTTI Other-than-temporary impairments ("OTTI") (cid:1)et realized and unrealized gains on investments Revenues from non-insurance businesses Insurance service fees Other income Total revenues OPERATI(cid:1)G COSTS A(cid:1)D EXPE(cid:1)SES: Losses and loss expenses Other operating costs and expenses Expenses from non-insurance businesses Interest expense Total operating costs and expenses Income before income taxes Income tax expense (cid:1)et income before noncontrolling interests (cid:1)oncontrolling interests (cid:1)et income to common stockholders (cid:1)ET I(cid:1)COME PER SHARE: Basic Diluted Year Ended December 31, 2019 2018 2017 $ 6,863,499 $ 6,433,227 $ 6,260,508 (230,211) (61,722) 50,911 6,633,288 6,371,505 6,311,419 645,614 674,235 575,788 120,703 160,175 335,858 — (5,687) 120,703 406,541 92,680 3,370 154,488 372,985 117,757 681 — 335,858 326,165 134,729 805 7,902,196 7,691,651 7,684,764 4,131,116 3,974,702 4,002,348 2,362,082 2,383,221 2,436,932 402,669 153,409 364,449 157,185 325,417 147,297 7,049,276 6,879,557 6,911,994 852,920 812,094 772,770 (168,935) (163,028) (219,433) 683,985 649,066 553,337 (2,041) (8,317) (4,243) 681,944 $ 640,749 $ 549,094 3.58 3.52 $ $ 3.37 3.33 $ $ 2.93 2.84 $ $ $ See accompanying notes to consolidated financial statements. 58 59 66 27983be 10K 27983be_10K.indd 66 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 6 6 2/26/20 12:08 PM 6 7 2 7 9 8 3 b e 1 0 K 27983be 10K 67 W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES CO(cid:1)SOLIDATED STATEME(cid:1)TS OF COMPREHE(cid:1)SIVE I(cid:1)COME W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES CO(cid:1)SOLIDATED BALA(cid:1)CE SHEETS (In thousands) (cid:1)et income before noncontrolling interests Other comprehensive gain (loss): Change in unrealized translation adjustments Change in unrealized investment gains (losses), net of taxes Other comprehensive gain (loss) Comprehensive income Comprehensive income to the noncontrolling interest Comprehensive income to common stockholders Year Ended December 31, 2019 2018 2017 $ 683,985 $ 649,066 $ 553,337 37,166 215,902 253,068 937,053 (2,144) (112,099) (252,327) (364,426) 284,640 (8,271) 64,706 (51,752) 12,954 566,291 (4,262) $ 934,909 $ 276,369 $ 562,029 See accompanying notes to consolidated financial statements. 60 67 27983be 10K 27983be_10K.indd 67 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 7 6 2/26/20 12:08 PM (In thousands, except share data) Assets Investments: Fixed maturity securities Investment funds Real estate Arbitrage trading account Equity securities Loans receivable Total investments Cash and cash equivalents Premiums and fees receivable Due from reinsurers Deferred policy acquisition costs Prepaid reinsurance premiums Trading account receivable from brokers and clearing organizations Trading account securities sold but not yet purchased Deferred federal and foreign income taxes Property, furniture and equipment Goodwill Accrued investment income Current federal and foreign income taxes Deferred federal and foreign income taxes Other assets Total assets Liabilities and Equity Liabilities: Unearned premiums Due to reinsurers Other liabilities Senior notes and other debt Subordinated debentures Total liabilities Equity: Preferred stock, par value $.10 per share: Common stock, par value $.20 per share: 182,993,640 shares, respectively Additional paid-in capital Retained earnings Accumulated other comprehensive loss Total common stockholders’ equity (cid:1)oncontrolling interests Total equity Total liabilities and equity Treasury stock, at cost, 169,264,857 and 169,683,237 shares, respectively Reserves for losses and loss expenses 12,583,249 $ 11,966,448 Authorized 5,000,000 shares; issued and outstanding — none — — Authorized 500,000,000 shares, issued and outstanding, net of treasury shares, 183,411,907 and See accompanying notes to consolidated financial statements. 61 December 31, 2019 2018 $ 14,180,961 $ 13,606,812 18,473,674 17,723,089 1,213,535 2,105,950 400,809 480,620 91,799 1,023,710 1,997,186 2,133,683 517,364 567,595 423,543 422,091 169,652 138,789 13,398 — 762,743 3,656,507 360,314 36,143 17,706 1,244,888 1,427,575 1,198,704 1,332,818 1,957,092 452,548 279,006 94,813 817,602 1,807,762 1,932,291 497,629 498,880 347,228 416,372 173,037 144,481 703 35,490 501,413 3,359,991 256,917 38,120 — 1,005,184 1,882,028 907,491 26,643,428 $ 24,895,977 $ $ 20,525,086 19,416,179 70,535 1,056,042 7,932,372 (257,299) (2,726,711) 6,074,939 43,403 6,118,342 70,535 1,039,633 7,558,619 (510,470) (2,720,466) 5,437,851 41,947 5,479,798 $ 26,643,428 $ 24,895,977 W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES CO(cid:1)SOLIDATED STATEME(cid:1)TS OF COMPREHE(cid:1)SIVE I(cid:1)COME W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES CO(cid:1)SOLIDATED BALA(cid:1)CE SHEETS 6 8 2 7 9 8 3 b e 1 0 K (In thousands) (cid:1)et income before noncontrolling interests Other comprehensive gain (loss): Change in unrealized translation adjustments Change in unrealized investment gains (losses), net of taxes Other comprehensive gain (loss) Comprehensive income Comprehensive income to the noncontrolling interest Comprehensive income to common stockholders Year Ended December 31, 2019 2018 2017 $ 683,985 $ 649,066 $ 553,337 37,166 215,902 253,068 937,053 (2,144) (112,099) (252,327) (364,426) 284,640 (8,271) 64,706 (51,752) 12,954 566,291 (4,262) $ 934,909 $ 276,369 $ 562,029 See accompanying notes to consolidated financial statements. (In thousands, except share data) Assets Investments: Fixed maturity securities Investment funds Real estate Arbitrage trading account Equity securities Loans receivable Total investments Cash and cash equivalents Premiums and fees receivable Due from reinsurers Deferred policy acquisition costs Prepaid reinsurance premiums Trading account receivable from brokers and clearing organizations Property, furniture and equipment Goodwill Accrued investment income Current federal and foreign income taxes Deferred federal and foreign income taxes Other assets Total assets Liabilities and Equity Liabilities: Reserves for losses and loss expenses Unearned premiums Due to reinsurers Trading account securities sold but not yet purchased Deferred federal and foreign income taxes Other liabilities Senior notes and other debt Subordinated debentures Total liabilities Equity: Preferred stock, par value $.10 per share: 27983be 10K 68 December 31, 2019 2018 $ 14,180,961 $ 13,606,812 1,213,535 2,105,950 400,809 480,620 91,799 1,332,818 1,957,092 452,548 279,006 94,813 18,473,674 17,723,089 1,023,710 1,997,186 2,133,683 517,364 567,595 423,543 422,091 169,652 138,789 13,398 — 762,743 817,602 1,807,762 1,932,291 497,629 498,880 347,228 416,372 173,037 144,481 703 35,490 501,413 $ $ 26,643,428 $ 24,895,977 12,583,249 $ 11,966,448 3,656,507 360,314 36,143 17,706 1,244,888 1,427,575 1,198,704 3,359,991 256,917 38,120 — 1,005,184 1,882,028 907,491 20,525,086 19,416,179 Authorized 5,000,000 shares; issued and outstanding — none — — Common stock, par value $.20 per share: Authorized 500,000,000 shares, issued and outstanding, net of treasury shares, 183,411,907 and 182,993,640 shares, respectively Additional paid-in capital Retained earnings Accumulated other comprehensive loss Treasury stock, at cost, 169,264,857 and 169,683,237 shares, respectively Total common stockholders’ equity (cid:1)oncontrolling interests Total equity Total liabilities and equity 70,535 1,056,042 7,932,372 (257,299) (2,726,711) 6,074,939 43,403 6,118,342 70,535 1,039,633 7,558,619 (510,470) (2,720,466) 5,437,851 41,947 5,479,798 $ 26,643,428 $ 24,895,977 60 See accompanying notes to consolidated financial statements. 61 68 27983be 10K 27983be_10K.indd 68 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 6 2/26/20 12:08 PM 6 9 2 7 9 8 3 b e 1 0 K 27983be 10K 69 W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES CO(cid:1)SOLIDATED STATEME(cid:1)TS OF STOCKHOLDERS’ EQUITY (In thousands, except per share data) COMMO(cid:1) STOCK: Beginning and end of period ADDITIO(cid:1)AL PAID I(cid:1) CAPITAL: Beginning of period Restricted stock units issued Restricted stock units expensed End of period RETAI(cid:1)ED EAR(cid:1)I(cid:1)GS: Beginning of period Cumulative effect adjustment resulting from changes in accounting principles (cid:1)et income to common stockholders Dividends ($1.68, $1.39, and $1.03 per share, respectively) End of period ACCUMULATED OTHER COMPREHE(cid:1)SIVE (LOSS) I(cid:1)COME: Unrealized investment gains (losses): Beginning of period Cumulative effect adjustment resulting from changes in accounting principles Unrealized gains (losses) on securities not other-than-temporarily impaired Unrealized gains (losses) on other-than-temporarily impaired securities End of period Currency translation adjustments: Beginning of period (cid:1)et change in period End of period Total accumulated other comprehensive (loss) income TREASURY STOCK: Beginning of period Stock exercised/vested Stock issued Stock repurchased End of period (cid:1)O(cid:1)CO(cid:1)TROLLI(cid:1)G I(cid:1)TERESTS: Beginning of period (Distributions) contributions (cid:1)et income Other comprehensive income (loss), net of tax End of period Year Ended December 31, 2019 2018 2017 $ $ $ $ 70,535 1,039,633 (32,370) 48,779 1,056,042 7,558,619 — 681,944 (308,191) $ $ $ $ 70,535 1,024,772 (19,547) 34,408 1,039,633 6,956,882 215,939 640,749 (254,951) 70,535 1,013,935 (27,959) 38,796 1,024,772 6,595,987 — 549,094 (188,199) 7,932,372 $ 7,558,619 $ 6,956,882 (91,491) $ 375,421 $ 427,154 — 215,636 369 124,514 (418,979) 37,166 (381,813) (214,539) (252,241) (132) (91,491) (306,880) (112,099) (418,979) — (52,628) 895 375,421 (371,586) 64,706 (306,880) (257,299) $ (510,470) $ 68,541 (2,720,466) $ (2,709,386) $ (2,688,817) 11,431 549 (18,225) 12,981 689 (24,750) 26,511 727 (47,807) (2,726,711) $ (2,720,466) $ (2,709,386) 41,947 $ 39,819 $ 33,926 (688) 2,041 103 (6,143) 8,317 (46) 1,631 4,243 19 43,403 $ 41,947 $ 39,819 $ $ $ $ $ $ $ $ $ $ $ See accompanying notes to consolidated financial statements. 62 69 27983be 10K 27983be_10K.indd 69 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 9 6 2/26/20 12:08 PM W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES CO(cid:1)SOLIDATED STATEME(cid:1)TS OF CASH FLOWS (In thousands) CASH FROM OPERATI(cid:1)G ACTIVITIES: (cid:1)et income to common stockholders Adjustments to reconcile net income to net cash from operating activities: (cid:1)et realized and unrealized gains on investments Depreciation and amortization Year Ended December 31, 2019 2018 2017 $ 681,944 $ 640,749 $ 549,094 (cid:1)oncontrolling interests Investment funds Stock incentive plans Change in: Arbitrage trading account Premiums and fees receivable Reinsurance accounts Deferred policy acquisition costs Current income taxes Deferred income taxes Reserves for losses and loss expenses Unearned premiums Other (cid:1)et cash from operating activities CASH FLOWS USED I(cid:1) I(cid:1)VESTI(cid:1)G ACTIVITIES: Proceeds from sale of fixed maturity securities Proceeds from sale of equity securities Distributions (contributions) from investment funds Purchase of fixed maturity securities Purchase of equity securities Real estate purchased Change in loans receivable (cid:1)et additions to property, furniture and equipment Change in balances due from security brokers Cash received in connection with business disposition Payment for business purchased, net of cash acquired (cid:1)et cash used in investing activities CASH FLOWS USED I(cid:1) FI(cid:1)A(cid:1)CI(cid:1)G ACTIVITIES: (cid:1)et proceeds from issuance of debt Repayment of senior notes and other debt Cash dividends to common stockholders Purchase of common treasury shares Other, net (cid:1)et cash used in financing activities (cid:1)et impact on cash due to change in foreign exchange rates (cid:1)et increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Proceeds from maturities and prepayments of fixed maturity securities 2,093,271 3,525,149 4,035,162 497,989 (79,635) 2,676,455 (6,677,753) 195,270 247,404 3,556,744 (7,940,957) (120,703) 113,387 2,041 (69,194) 49,274 (26,553) (189,151) (165,898) (20,057) (12,530) 7,130 612,254 301,355 (19,506) 1,143,793 79,963 194,663 2,933,980 (5,352,886) (172,978) (146,752) 3,481 (60,457) 2,844 — — (424,871) 290,974 (456,360) (308,191) (18,225) (21,391) (513,193) 379 206,108 817,602 (154,488) 131,108 8,317 (109,349) 36,591 (19,093) (43,813) (165,287) 7,788 (11,950) (74,761) 339,015 84,142 (48,770) 620,199 (85,610) (514,064) (13,204) (49,860) 4,262 8,664 (6,637) (714,244) 294,562 (4,524) (254,951) (24,750) (17,740) (7,403) (31,421) (132,869) 950,471 (335,858) 112,956 4,243 (69,333) 40,490 (4,896) (67,752) (66,542) 30,343 25,859 (16,893) 438,530 4,160 66,482 710,883 (27,522) (236,039) 27,135 (115,719) (4,372) — (70,570) (333,464) 6,983 (20) (188,199) (47,807) (6,043) (235,086) 12,853 155,186 795,285 950,471 See accompanying notes to consolidated financial statements. $ 1,023,710 $ 817,602 $ 63 W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES CO(cid:1)SOLIDATED STATEME(cid:1)TS OF STOCKHOLDERS’ EQUITY 7 0 2 7 9 8 3 b e 1 0 K W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES CO(cid:1)SOLIDATED STATEME(cid:1)TS OF CASH FLOWS 27983be 10K 70 Year Ended December 31, 2019 2018 2017 $ $ $ $ $ $ $ $ 70,535 70,535 70,535 1,039,633 1,024,772 1,013,935 (32,370) 48,779 (19,547) 34,408 (27,959) 38,796 1,056,042 1,039,633 1,024,772 7,558,619 6,956,882 6,595,987 — 681,944 (308,191) 215,939 640,749 (254,951) — 549,094 (188,199) 7,932,372 $ 7,558,619 $ 6,956,882 (91,491) $ 375,421 $ 427,154 — 215,636 369 124,514 (418,979) 37,166 (381,813) (214,539) (252,241) (132) (91,491) (306,880) (112,099) (418,979) — (52,628) 895 375,421 (371,586) 64,706 (306,880) Total accumulated other comprehensive (loss) income (257,299) $ (510,470) $ 68,541 (2,720,466) $ (2,709,386) $ (2,688,817) 11,431 549 (18,225) 12,981 689 (24,750) 26,511 727 (47,807) (2,726,711) $ (2,720,466) $ (2,709,386) 41,947 $ 39,819 $ 33,926 (688) 2,041 103 (6,143) 8,317 (46) 1,631 4,243 19 43,403 $ 41,947 $ 39,819 (In thousands, except per share data) COMMO(cid:1) STOCK: Beginning and end of period ADDITIO(cid:1)AL PAID I(cid:1) CAPITAL: Beginning of period Restricted stock units issued Restricted stock units expensed End of period RETAI(cid:1)ED EAR(cid:1)I(cid:1)GS: Beginning of period Cumulative effect adjustment resulting from changes in accounting principles (cid:1)et income to common stockholders Dividends ($1.68, $1.39, and $1.03 per share, respectively) End of period ACCUMULATED OTHER COMPREHE(cid:1)SIVE (LOSS) I(cid:1)COME: Unrealized investment gains (losses): Beginning of period Cumulative effect adjustment resulting from changes in accounting principles Unrealized gains (losses) on securities not other-than-temporarily impaired Unrealized gains (losses) on other-than-temporarily impaired securities End of period Currency translation adjustments: Beginning of period (cid:1)et change in period End of period TREASURY STOCK: Beginning of period Stock exercised/vested Stock issued Stock repurchased End of period (cid:1)O(cid:1)CO(cid:1)TROLLI(cid:1)G I(cid:1)TERESTS: Beginning of period (Distributions) contributions (cid:1)et income End of period Other comprehensive income (loss), net of tax $ $ $ $ $ $ $ $ $ $ $ See accompanying notes to consolidated financial statements. (In thousands) CASH FROM OPERATI(cid:1)G ACTIVITIES: (cid:1)et income to common stockholders Adjustments to reconcile net income to net cash from operating activities: (cid:1)et realized and unrealized gains on investments Depreciation and amortization (cid:1)oncontrolling interests Investment funds Stock incentive plans Change in: Arbitrage trading account Premiums and fees receivable Reinsurance accounts Deferred policy acquisition costs Current income taxes Deferred income taxes Reserves for losses and loss expenses Unearned premiums Other (cid:1)et cash from operating activities CASH FLOWS USED I(cid:1) I(cid:1)VESTI(cid:1)G ACTIVITIES: Proceeds from sale of fixed maturity securities Proceeds from sale of equity securities Distributions (contributions) from investment funds Proceeds from maturities and prepayments of fixed maturity securities Purchase of fixed maturity securities Purchase of equity securities Real estate purchased Change in loans receivable (cid:1)et additions to property, furniture and equipment Change in balances due from security brokers Cash received in connection with business disposition Payment for business purchased, net of cash acquired (cid:1)et cash used in investing activities CASH FLOWS USED I(cid:1) FI(cid:1)A(cid:1)CI(cid:1)G ACTIVITIES: (cid:1)et proceeds from issuance of debt Repayment of senior notes and other debt Cash dividends to common stockholders Purchase of common treasury shares Other, net (cid:1)et cash used in financing activities (cid:1)et impact on cash due to change in foreign exchange rates (cid:1)et increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year 62 63 See accompanying notes to consolidated financial statements. 70 27983be 10K 27983be_10K.indd 70 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be Year Ended December 31, 2019 2018 2017 $ 681,944 $ 640,749 $ 549,094 (120,703) 113,387 2,041 (69,194) 49,274 (26,553) (189,151) (165,898) (20,057) (12,530) 7,130 612,254 301,355 (19,506) 1,143,793 (154,488) 131,108 8,317 (109,349) 36,591 (19,093) (43,813) (165,287) 7,788 (11,950) (74,761) 339,015 84,142 (48,770) 620,199 (335,858) 112,956 4,243 (69,333) 40,490 (4,896) (67,752) (66,542) 30,343 25,859 (16,893) 438,530 4,160 66,482 710,883 2,093,271 3,525,149 4,035,162 497,989 (79,635) 2,676,455 (6,677,753) 195,270 247,404 3,556,744 (7,940,957) 79,963 194,663 2,933,980 (5,352,886) (172,978) (146,752) 3,481 (60,457) 2,844 — — (424,871) 290,974 (456,360) (308,191) (18,225) (21,391) (513,193) 379 206,108 817,602 (85,610) (514,064) (13,204) (49,860) 4,262 8,664 (6,637) (714,244) 294,562 (4,524) (254,951) (24,750) (17,740) (7,403) (31,421) (132,869) 950,471 $ 1,023,710 $ 817,602 $ (27,522) (236,039) 27,135 (115,719) (4,372) — (70,570) (333,464) 6,983 (20) (188,199) (47,807) (6,043) (235,086) 12,853 155,186 795,285 950,471 K 0 1 e b 3 8 9 7 2 0 7 2/26/20 12:08 PM 7 1 2 7 9 8 3 b e 1 0 K 27983be 10K 71 W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES (cid:1)OTES TO CO(cid:1)SOLIDATED FI(cid:1)A(cid:1)CIAL STATEME(cid:1)TS For the years ended December 31, 2019, 2018 and 2017 (1) Summary of Significant Accounting Policies (A) Principles of consolidation and basis of presentation The consolidated financial statements, which include the accounts of W. R. Berkley Corporation and its subsidiaries (the "Company"), have been prepared on the basis of U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions and balances have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the revenues and expenses reflected during the reporting period. The most significant items on our balance sheet that involve a greater degree of accounting estimates that are subject to change in the future are the valuation of investments, other-than-temporary impairments, reserves for losses and loss expenses and premium estimates. Actual results could differ from those estimates. Reclassifications have been made in the 2018 and 2017 financial statements as originally reported to conform to the presentation of the 2019 financial statements. Shares outstanding and per share amounts have been adjusted to reflect the 3- for-2 common stock split effected on April 2, 2019. Additionally, commencing with the first quarter of 2019, the Company renamed the Reinsurance segment as Reinsurance & Monoline Excess, and reclassified the monoline excess business from the Insurance segment to such renamed segment. The reclassified business includes operations that solely retain risk on an excess basis. (B) Revenue recognition Insurance premiums are recognized as written at the inception of the policy. Reinsurance premiums are estimated based upon information received from ceding companies, and subsequent differences from such estimates are recorded in the period they are determined. Insurance and reinsurance premiums are primarily earned on a pro rata basis over the policy term. Fees for services are earned over the period that the services are provided. Audit premiums are recognized when they are reliably determinable. The change in accruals for earned but unbilled audit premiums increased (decreased) net premiums written and premiums earned by $4 million, $(4) million and $8 million in 2019, 2018 and 2017, respectively. Revenues from non-insurance businesses are derived from businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aircraft services provided to the general, commercial and military aviation markets. These aircraft services include (i) the distribution, manufacturing, repair and overhaul of aircraft parts and components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenue is recognized upon the shipment of products and parts, the delivery of aircraft, the delivery of fuel, and over the completion period of services. Insurance service fee revenue represents servicing fees for program administration and claims management services provided by the Company, including workers' compensation assigned risk plans, as well as insurance brokerage and risk management services. Fees for program administration, claims management and risk management services are primarily recognized ratably over the related contract period for which the underlying services are rendered. Commissions for insurance brokerage are generally recognized when the underlying insurance policy is effective. (C) Cash and cash equivalents Cash equivalents consist of funds invested in money market accounts and investments with an effective maturity of three months or less when purchased. (D) Investments Fixed maturity securities classified as available for sale are carried at estimated fair value, with unrealized gains and losses, net of applicable income taxes, excluded from earnings and reported as a component of comprehensive income and a separate component of stockholders' equity. Fixed maturity securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and reported at amortized cost. Investment income from fixed maturity securities is recognized based on the constant effective yield method. Premiums and discounts on mortgage-backed securities are adjusted for the effects of actual and anticipated prepayments on a retrospective basis. 64 Equity securities with readily determinable fair values are measured at fair value, with changes in the fair value recognized in net income within net realized and unrealized gains on investments. Fixed maturity securities that the Company purchased with the intent to sell in the near-term are classified as trading account securities and are reported at estimated fair value. Realized and unrealized gains and losses from trading activity are reported as net investment income and are recorded at the trade date. Short sales and short call options are presented as trading securities sold but not yet purchased. Unsettled trades and the net margin balances held by the clearing broker are presented as a trading account receivable from brokers and clearing organizations. Investment funds are carried under the equity method of accounting. The Company's share of the earnings or losses of investment funds is primarily reported on a one-quarter lag in order to facilitate the timely completion of the Company's consolidated financial statements. Loans receivable primarily represent commercial real estate mortgage loans and bank loans and are carried at amortized cost. The Company monitors the performance of its loans receivable and establishes an allowance for loan losses for loans where the Company determines it is probable that the contractual terms will not be met, with a corresponding charge to earnings. For loans that are evaluated individually and deemed to be impaired, the Company establishes a specific allowance based on a discounted cash flow analysis and comparable cost and sales methodologies, if appropriate. Individual loans that are not considered impaired and smaller-balance homogeneous loans are evaluated collectively and a general allowance is established if it is considered probable that a loss has been incurred. The accrual of interest on loans receivable is discontinued if the loan is 90 days past due based on the contractual terms of the loan unless the loan is adequately secured and in process of collection. In general, loans are placed on non-accrual status or charged off at an earlier date if collection of principal or interest is considered doubtful. Interest on these loans is accounted for on a cash basis until qualifying for return to accrual status. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value of investments is determined based on a fair value hierarchy that prioritizes the use of observable inputs over the use of unobservable inputs and requires the use of observable inputs when available. (See (cid:1)ote 12 of the (cid:1)otes to Consolidated Financial Statements.) Realized gains or losses represent the difference between the cost of securities sold and the proceeds realized upon sale and are recorded at the trade date. The Company uses primarily the first-in, first-out method to determine the cost of securities sold. The cost of securities is adjusted where appropriate to include a provision for a decline in value which is considered to be other than temporary. An other-than-temporary decline is considered to occur in investments where there has been a sustained reduction in fair value and where the Company does not expect to recover the cost basis of the investment prior to the time of sale or maturity. For fixed maturity securities that the Company intends to sell or, more likely than not, would be required to sell, a decline in value below amortized cost is considered to be an other-than-temporary impairment (“OTTI”). The amount of OTTI is equal to the difference between amortized cost and fair value at the balance sheet date. For fixed maturity securities that the Company does not intend to sell or believes that it is more likely than not it would not be required to sell, a decline in value below amortized cost is considered to be an OTTI if the Company does not expect to recover the entire amortized cost basis of a security (i.e., the present value of cash flows expected to be collected is less than the amortized cost basis of the security). The portion of the decline in value considered to be a credit loss (i.e., the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security) is recognized in earnings. The portion of the decline in value not considered to be a credit loss (i.e., the difference in the present value of cash flows expected to be collected and the fair value of the security) is recognized in other comprehensive income. Impairment assessments for structured securities, including mortgage-backed securities and asset-backed securities, collateralized debt obligations and corporate debt, are generally evaluated based on the performance of the underlying collateral under various economic and default scenarios that may involve subjective judgments and estimates by management. Modeling these securities involves various factors, such as projected default rates, the nature and realizable value of the collateral, if any, the ability of the issuer to make scheduled payments, historical performance and other relevant economic and performance factors. If an OTTI determination is made, a discounted cash flow analysis is used to ascertain the amount of the credit impairment. Real estate held for investment purposes is initially recorded at the purchase price, which is generally fair value, and is subsequently reported at cost less accumulated depreciation. Real estate taxes, interest and other costs incurred during 65 K 0 1 e b 3 8 9 7 2 1 7 71 27983be 10K 27983be_10K.indd 71 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 7 2 2 7 9 8 3 b e 1 0 K 27983be 10K 72 W. R. BERKLEY CORPORATIO(cid:1) A(cid:1)D SUBSIDIARIES (cid:1)OTES TO CO(cid:1)SOLIDATED FI(cid:1)A(cid:1)CIAL STATEME(cid:1)TS For the years ended December 31, 2019, 2018 and 2017 (1) Summary of Significant Accounting Policies (A) Principles of consolidation and basis of presentation The consolidated financial statements, which include the accounts of W. R. Berkley Corporation and its subsidiaries (the "Company"), have been prepared on the basis of U.S. generally accepted accounting principles ("GAAP"). All significant intercompany transactions and balances have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the revenues and expenses reflected during the reporting period. The most significant items on our balance sheet that involve a greater degree of accounting estimates that are subject to change in the future are the valuation of investments, other-than-temporary impairments, reserves for losses and loss expenses and premium estimates. Actual results could differ from those estimates. Reclassifications have been made in the 2018 and 2017 financial statements as originally reported to conform to the presentation of the 2019 financial statements. Shares outstanding and per share amounts have been adjusted to reflect the 3- for-2 common stock split effected on April 2, 2019. Additionally, commencing with the first quarter of 2019, the Company renamed the Reinsurance segment as Reinsurance & Monoline Excess, and reclassified the monoline excess business from the Insurance segment to such renamed segment. The reclassified business includes operations that solely retain risk on an excess basis. (B) Revenue recognition Insurance premiums are recognized as written at the inception of the policy. Reinsurance premiums are estimated based upon information received from ceding companies, and subsequent differences from such estimates are recorded in the period they are determined. Insurance and reinsurance premiums are primarily earned on a pro rata basis over the policy term. Fees for services are earned over the period that the services are provided. Audit premiums are recognized when they are reliably determinable. The change in accruals for earned but unbilled audit premiums increased (decreased) net premiums written and premiums earned by $4 million, $(4) million and $8 million in 2019, 2018 and 2017, respectively. Revenues from non-insurance businesses are derived from businesses engaged in the distribution of promotional merchandise, world-wide textile solutions, and aircraft services provided to the general, commercial and military aviation markets. These aircraft services include (i) the distribution, manufacturing, repair and overhaul of aircraft parts and components, (ii) the sale of new and used aircraft, and (iii) avionics, fuel, maintenance, storage and charter services. Revenue is recognized upon the shipment of products and parts, the delivery of aircraft, the delivery of fuel, and over the completion period of services. Insurance service fee revenue represents servicing fees for program administration and claims management services provided by the Company, including workers' compensation assigned risk plans, as well as insurance brokerage and risk management services. Fees for program administration, claims management and risk management services are primarily recognized ratably over the related contract period for which the underlying services are rendered. Commissions for insurance brokerage are generally recognized when the underlying insurance policy is effective. Cash equivalents consist of funds invested in money market accounts and investments with an effective maturity of three (C) Cash and cash equivalents months or less when purchased. (D) Investments Fixed maturity securities classified as available for sale are carried at estimated fair value, with unrealized gains and losses, net of applicable income taxes, excluded from earnings and reported as a component of comprehensive income and a separate component of stockholders' equity. Fixed maturity securities that the Company has the positive intent and ability to hold to maturity are classified as held to maturity and reported at amortized cost. Investment income from fixed maturity securities is recognized based on the constant effective yield method. Premiums and discounts on mortgage-backed securities are adjusted for the effects of actual and anticipated prepayments on a retrospective basis. Equity securities with readily determinable fair values are measured at fair value, with changes in the fair value recognized in net income within net realized and unrealized gains on investments. Fixed maturity securities that the Company purchased with the intent to sell in the near-term are classified as trading account securities and are reported at estimated fair value. Realized and unrealized gains and losses from trading activity are reported as net investment income and are recorded at the trade date. Short sales and short call options are presented as trading securities sold but not yet purchased. Unsettled trades and the net margin balances held by the clearing broker are presented as a trading account receivable from brokers and clearing organizations. Investment funds are carried under the equity method of accounting. The Company's share of the earnings or losses of investment funds is primarily reported on a one-quarter lag in order to facilitate the timely completion of the Company's consolidated financial statements. Loans receivable primarily represent commercial real estate mortgage loans and bank loans and are carried at amortized cost. The Company monitors the performance of its loans receivable and establishes an allowance for loan losses for loans where the Company determines it is probable that the contractual terms will not be met, with a corresponding charge to earnings. For loans that are evaluated individually and deemed to be impaired, the Company establishes a specific allowance based on a discounted cash flow analysis and comparable cost and sales methodologies, if appropriate. Individual loans that are not considered impaired and smaller-balance homogeneous loans are evaluated collectively and a general allowance is established if it is considered probable that a loss has been incurred. The accrual of interest on loans receivable is discontinued if the loan is 90 days past due based on the contractual terms of the loan unless the loan is adequately secured and in process of collection. In general, loans are placed on non-accrual status or charged off at an earlier date if collection of principal or interest is considered doubtful. Interest on these loans is accounted for on a cash basis until qualifying for return to accrual status. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Fair value of investments is determined based on a fair value hierarchy that prioritizes the use of observable inputs over the use of unobservable inputs and requires the use of observable inputs when available. (See (cid:1)ote 12 of the (cid:1)otes to Consolidated Financial Statements.) Realized gains or losses represent the difference between the cost of securities sold and the proceeds realized upon sale and are recorded at the trade date. The Company uses primarily the first-in, first-out method to determine the cost of securities sold. The cost of securities is adjusted where appropriate to include a provision for a decline in value which is considered to be other than temporary. An other-than-temporary decline is considered to occur in investments where there has been a sustained reduction in fair value and where the Company does not expect to recover the cost basis of the investment prior to the time of sale or maturity. For fixed maturity securities that the Company intends to sell or, more likely than not, would be required to sell, a decline in value below amortized cost is considered to be an other-than-temporary impairment (“OTTI”). The amount of OTTI is equal to the difference between amortized cost and fair value at the balance sheet date. For fixed maturity securities that the Company does not intend to sell or believes that it is more likely than not it would not be required to sell, a decline in value below amortized cost is considered to be an OTTI if the Company does not expect to recover the entire amortized cost basis of a security (i.e., the present value of cash flows expected to be collected is less than the amortized cost basis of the security). The portion of the decline in value considered to be a credit loss (i.e., the difference between the present value of cash flows expected to be collected and the amortized cost basis of the security) is recognized in earnings. The portion of the decline in value not considered to be a credit loss (i.e., the difference in the present value of cash flows expected to be collected and the fair value of the security) is recognized in other comprehensive income. Impairment assessments for structured securities, including mortgage-backed securities and asset-backed securities, collateralized debt obligations and corporate debt, are generally evaluated based on the performance of the underlying collateral under various economic and default scenarios that may involve subjective judgments and estimates by management. Modeling these securities involves various factors, such as projected default rates, the nature and realizable value of the collateral, if any, the ability of the issuer to make scheduled payments, historical performance and other relevant economic and performance factors. If an OTTI determination is made, a discounted cash flow analysis is used to ascertain the amount of the credit impairment. Real estate held for investment purposes is initially recorded at the purchase price, which is generally fair value, and is subsequently reported at cost less accumulated depreciation. Real estate taxes, interest and other costs incurred during 64 65 K 0 1 e b 3 8 9 7 2 2 7 72 27983be 10K 27983be_10K.indd 72 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 7 3 2 7 9 8 3 b e 1 0 K 27983be 10K 73 development and construction are capitalized. Buildings are depreciated on a straight-line basis over the estimated useful lives of the building. Minimum rental income is recognized on a straight-line basis over the lease term. Income and expenses from real estate are reported as net investment income. The carrying value of real estate is reviewed for impairment and an impairment loss is recognized if the estimated undiscounted cash flows from the use and disposition of the property are less than the carrying value of the property. (E) Per share data The Company presents both basic and diluted net income per share (“EPS”) amounts. Basic EPS is calculated by dividing net income by weighted average number of common shares outstanding during the year (including 7,575,168 common shares held in a grantor trust). The common shares held in the grantor trust are for delivery upon settlement of vested but mandatorily deferred restricted stock units ("RSUs"). Shares held by the grantor trust do not affect diluted shares outstanding since the shares deliverable under vested RSUs were already included in diluted shares outstanding. Diluted EPS is based upon the weighted average number of basic and common equivalent shares outstanding during the year and is calculated using the treasury stock method for stock incentive plans. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. (F) Deferred policy acquisition costs Acquisition costs associated with the successful acquisition of new and renewed insurance and reinsurance contracts are deferred and amortized ratably over the terms of the related contracts. Ceding commissions received on reinsurance contracts are netted against acquisition costs and are recognized ratably over the life of the contract. Deferred policy acquisition costs are presented net of unearned ceding commissions. Deferred policy acquisition costs are comprised primarily of commissions, as well as employment-related underwriting costs and premium taxes. Deferred policy acquisition costs are reviewed to determine if they are recoverable from future income and, if not, are charged to expense. The recoverability of deferred policy acquisition costs is evaluated separately by each of our operating companies. Future investment income is taken into account in measuring the recoverability of deferred policy acquisition costs. (G) Reserves for losses and loss expenses Reserves for losses and loss expenses are an accumulation of amounts determined on the basis of (1) evaluation of claims for business written directly by the Company; (2) estimates received from other companies for reinsurance assumed by the Company; and (3) estimates for losses incurred but not reported (based on Company and industry experience). These estimates are periodically reviewed and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments are reflected in the statements of income in the period in which they are determined. The Company discounts its reserves for excess and assumed workers' compensation claims using a risk-free or statutory rate. (See (cid:1)ote 13 of (cid:1)otes to Consolidated Financial Statements.) (H) Reinsurance ceded The unearned portion of premiums ceded to reinsurers is reported as prepaid reinsurance premiums and earned ratably over the policy term. The estimated amounts of reinsurance recoverable on unpaid losses are reported as due from reinsurers. To the extent any reinsurer does not meet its obligations under reinsurance agreements, the Company must discharge its liability. Amounts due from reinsurers are reflected net of funds held where the right of offset is present. The Company has provided reserves for estimated uncollectible reinsurance. (I) Deposit accounting Contracts that do not meet the risk transfer requirements of GAAP are accounted for using the deposit accounting method. Under this method, an asset or liability is recognized at the inception of the contract based on consideration paid or received. The amount of the deposit asset or liability is adjusted at subsequent reporting dates using the interest method with a corresponding credit or charge to interest income or expense. Deposit liabilities for assumed reinsurance contracts were $41 million and $45 million at December 31, 2019 and 2018, respectively. (J) Federal and foreign income taxes The Company files a consolidated income tax return in the U.S. and foreign tax returns in countries where it has overseas operations. The Company's method of accounting for income taxes is the asset and liability method. Under this method, deferred tax assets and liabilities are measured using tax rates currently in effect or expected to apply in the years in which those temporary differences are expected to reverse. Interest and penalties, if any, are reported as income tax expense. 66 The Company believes there are no tax positions that would require disclosure under GAAP. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will not be realized. (K) Foreign currency Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity's functional currency) are reported on the statements of income as other operating costs and expenses. Unrealized gains or losses resulting from translating the results of non-U.S. dollar denominated operations are reported in accumulated other comprehensive income. Revenues and expenses denominated in currencies other than U.S. dollars are generally translated at the weighted average exchange rate during the year. Assets and liabilities are translated at the rate of exchange in effect at the balance sheet date. (L) Property, furniture and equipment Property, furniture and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the estimated useful lives of the respective assets. Depreciation expense was $54 million, $54 million and $50 million for 2019, 2018 and 2017, respectively. (M) Comprehensive income Comprehensive income encompasses all changes in stockholders' equity (except those arising from transactions with stockholders) and includes net income, net unrealized holding gains or losses on available for sale securities and unrealized foreign currency translation adjustments. ((cid:1)) Goodwill and other intangible assets Goodwill and other intangible assets are tested for impairment on an annual basis and at interim periods where circumstances require. The Company's impairment test as of December 31, 2019 indicated that there were no material impairment losses related to goodwill and other intangible assets. Intangible assets of $99 million and $104 million are included in other assets as of December 31, 2019 and 2018, respectively. (O) Restricted stock units The costs resulting from all share-based payment transactions with employees are recognized in the consolidated financial statements using a fair-value-based measurement method. Compensation cost is recognized for financial reporting purposes over the period in which the employee is required to provide service in exchange for the award (generally the vesting period). (P) Statements of cash flows Interest payments were $160 million, $155 million and $145 million in 2019, 2018 and 2017, respectively. Income taxes paid were $125 million, $186 million and $207 million in 2019, 2018 and 2017, respectively. Other non-cash items include unrealized investment gains and losses. (See (cid:1)ote 10 of (cid:1)otes to Consolidated Financial Statements.) (Q) Recent accounting pronouncements Recently adopted accounting pronouncements: In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases, which amends the accounting and disclosure guidance for leases. This guidance retains the two classifications of a lease, as either an operating or finance lease, both of which require lessees to recognize a right-of-use asset and a lease liability for leases with terms of more than 12 months. The right-of-use asset and the lease liability are determined based upon the present value of cash flows. Finance leases reflect the financial arrangement by recognizing interest expense on the lease liability separately from the amortization expense of the right-of-use asset. Operating leases recognize lease expense (with no separate recognition of interest expense) on a straight-line basis over the term of the lease. The accounting by lessors is not significantly changed by the updated guidance. The updated guidance was effective for reporting periods beginning after December 15, 2018. As permitted by the rules, the Company adopted the new guidance prospectively effective January 1, 2019. The Company elected to use the practical expedient permitted by the transition guidance which allowed companies to not reassess existing lease classifications for already effective leases. The adoption of this guidance resulted in the recognition of a right-of-use asset of $185 million and a lease liability of $215 million (prior to adoption the Company had a $30 million 67 K 0 1 e b 3 8 9 7 2 3 7 73 27983be 10K 27983be_10K.indd 73 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 7 4 2 7 9 8 3 b e 1 0 K 27983be 10K 74 development and construction are capitalized. Buildings are depreciated on a straight-line basis over the estimated useful lives of the building. Minimum rental income is recognized on a straight-line basis over the lease term. Income and expenses from real estate are reported as net investment income. The carrying value of real estate is reviewed for impairment and an The Company believes there are no tax positions that would require disclosure under GAAP. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will not be realized. impairment loss is recognized if the estimated undiscounted cash flows from the use and disposition of the property are less (K) Foreign currency than the carrying value of the property. (E) Per share data The Company presents both basic and diluted net income per share (“EPS”) amounts. Basic EPS is calculated by dividing net income by weighted average number of common shares outstanding during the year (including 7,575,168 common shares held in a grantor trust). The common shares held in the grantor trust are for delivery upon settlement of vested but mandatorily deferred restricted stock units ("RSUs"). Shares held by the grantor trust do not affect diluted shares outstanding Gains and losses resulting from foreign currency transactions (transactions denominated in a currency other than the entity's functional currency) are reported on the statements of income as other operating costs and expenses. Unrealized gains or losses resulting from translating the results of non-U.S. dollar denominated operations are reported in accumulated other comprehensive income. Revenues and expenses denominated in currencies other than U.S. dollars are generally translated at the weighted average exchange rate during the year. Assets and liabilities are translated at the rate of exchange in effect at the balance sheet date. since the shares deliverable under vested RSUs were already included in diluted shares outstanding. Diluted EPS is based upon (L) Property, furniture and equipment the weighted average number of basic and common equivalent shares outstanding during the year and is calculated using the treasury stock method for stock incentive plans. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. (F) Deferred policy acquisition costs Acquisition costs associated with the successful acquisition of new and renewed insurance and reinsurance contracts are deferred and amortized ratably over the terms of the related contracts. Ceding commissions received on reinsurance contracts are netted against acquisition costs and are recognized ratably over the life of the contract. Deferred policy acquisition costs are presented net of unearned ceding commissions. Deferred policy acquisition costs are comprised primarily of commissions, as well as employment-related underwriting costs and premium taxes. Deferred policy acquisition costs are reviewed to determine if they are recoverable from future income and, if not, are charged to expense. The recoverability of deferred policy acquisition costs is evaluated separately by each of our operating companies. Future investment income is taken into account in measuring the recoverability of deferred policy acquisition costs. (G) Reserves for losses and loss expenses Reserves for losses and loss expenses are an accumulation of amounts determined on the basis of (1) evaluation of claims for business written directly by the Company; (2) estimates received from other companies for reinsurance assumed by the Company; and (3) estimates for losses incurred but not reported (based on Company and industry experience). These estimates are periodically reviewed and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments are reflected in the statements of income in the period in which they are determined. The Company discounts its reserves for excess and assumed workers' compensation claims using a risk-free or statutory rate. (See (cid:1)ote 13 of (cid:1)otes to Consolidated Financial Statements.) (H) Reinsurance ceded The unearned portion of premiums ceded to reinsurers is reported as prepaid reinsurance premiums and earned ratably over the policy term. The estimated amounts of reinsurance recoverable on unpaid losses are reported as due from reinsurers. To the extent any reinsurer does not meet its obligations under reinsurance agreements, the Company must discharge its Property, furniture and equipment are carried at cost less accumulated depreciation. Depreciation is calculated using the estimated useful lives of the respective assets. Depreciation expense was $54 million, $54 million and $50 million for 2019, 2018 and 2017, respectively. (M) Comprehensive income Comprehensive income encompasses all changes in stockholders' equity (except those arising from transactions with stockholders) and includes net income, net unrealized holding gains or losses on available for sale securities and unrealized foreign currency translation adjustments. ((cid:1)) Goodwill and other intangible assets Goodwill and other intangible assets are tested for impairment on an annual basis and at interim periods where circumstances require. The Company's impairment test as of December 31, 2019 indicated that there were no material impairment losses related to goodwill and other intangible assets. Intangible assets of $99 million and $104 million are included in other assets as of December 31, 2019 and 2018, respectively. (O) Restricted stock units The costs resulting from all share-based payment transactions with employees are recognized in the consolidated financial statements using a fair-value-based measurement method. Compensation cost is recognized for financial reporting purposes over the period in which the employee is required to provide service in exchange for the award (generally the vesting period). (P) Statements of cash flows Interest payments were $160 million, $155 million and $145 million in 2019, 2018 and 2017, respectively. Income taxes paid were $125 million, $186 million and $207 million in 2019, 2018 and 2017, respectively. Other non-cash items include unrealized investment gains and losses. (See (cid:1)ote 10 of (cid:1)otes to Consolidated Financial Statements.) liability. Amounts due from reinsurers are reflected net of funds held where the right of offset is present. The Company has (Q) Recent accounting pronouncements provided reserves for estimated uncollectible reinsurance. (I) Deposit accounting Contracts that do not meet the risk transfer requirements of GAAP are accounted for using the deposit accounting method. Under this method, an asset or liability is recognized at the inception of the contract based on consideration paid or received. The amount of the deposit asset or liability is adjusted at subsequent reporting dates using the interest method with a corresponding credit or charge to interest income or expense. Deposit liabilities for assumed reinsurance contracts were $41 million and $45 million at December 31, 2019 and 2018, respectively. (J) Federal and foreign income taxes The Company files a consolidated income tax return in the U.S. and foreign tax returns in countries where it has overseas operations. The Company's method of accounting for income taxes is the asset and liability method. Under this method, deferred tax assets and liabilities are measured using tax rates currently in effect or expected to apply in the years in which those temporary differences are expected to reverse. Interest and penalties, if any, are reported as income tax expense. Recently adopted accounting pronouncements: In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-02, Leases, which amends the accounting and disclosure guidance for leases. This guidance retains the two classifications of a lease, as either an operating or finance lease, both of which require lessees to recognize a right-of-use asset and a lease liability for leases with terms of more than 12 months. The right-of-use asset and the lease liability are determined based upon the present value of cash flows. Finance leases reflect the financial arrangement by recognizing interest expense on the lease liability separately from the amortization expense of the right-of-use asset. Operating leases recognize lease expense (with no separate recognition of interest expense) on a straight-line basis over the term of the lease. The accounting by lessors is not significantly changed by the updated guidance. The updated guidance was effective for reporting periods beginning after December 15, 2018. As permitted by the rules, the Company adopted the new guidance prospectively effective January 1, 2019. The Company elected to use the practical expedient permitted by the transition guidance which allowed companies to not reassess existing lease classifications for already effective leases. The adoption of this guidance resulted in the recognition of a right-of-use asset of $185 million and a lease liability of $215 million (prior to adoption the Company had a $30 million 66 67 K 0 1 e b 3 8 9 7 2 4 7 74 27983be 10K 27983be_10K.indd 74 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 7 5 2 7 9 8 3 b e 1 0 K 27983be 10K 75 deferred rent liability recognized) reported within other assets and other liabilities, respectively, in the consolidated balance sheet. The adoption of this guidance did not have an impact on the Company's results of operations or liquidity. All other accounting and reporting standards that became effective in 2019 were either not applicable to the Company or (2) Consolidated Statement of Comprehensive (Loss) Income The following tables present the components of the changes in accumulated other comprehensive (loss) income ("AOCI") as of and for the years ended December 31, 2019 and 2018: their adoption did not have a material impact on the Company. Accounting and reporting standards that are not yet effective: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which amends the accounting guidance for credit losses on financial instruments. The updated guidance amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. This guidance also applies a new current expected credit loss model for determining credit-related impairments for financial instruments measured at amortized cost, such as reinsurance recoverables. The updated guidance is effective for reporting periods beginning after December 15, 2019. The adoption of this guidance will result in the recognition of an allowance for credit loss in connection with operating assets (such as premiums and fees receivable and due from reinsurers) of less than 0.25% of these assets and a corresponding cumulative effect adjustment that will decrease common stockholders' equity. Certain investments (primarily fixed maturity securities available for sale) will also establish an allowance for credit loss of approximately 0.25% of these assets, with a cumulative effect adjustment decreasing retained earnings and increasing AOCI by offsetting amounts, resulting in no impact to total common stockholders' equity. All other recently issued but not yet effective accounting and reporting standards are either not applicable to the Company or are not expected to have a material impact on the Company. 68 75 27983be 10K 27983be_10K.indd 75 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:12PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 5 7 2/26/20 12:08 PM (In thousands) December 31, 2019 Changes in AOCI Beginning of period Other comprehensive gains before reclassifications Amounts reclassified from AOCI Other comprehensive gain Unrealized investment gain related to non-controlling interest Ending balance Amounts reclassified from AOCI Pre-tax Tax effect After-tax amounts reclassified Other comprehensive gain Pre-tax Tax effect Other comprehensive gain (In thousands) December 31, 2018 Changes in AOCI Beginning of period Cumulative effect adjustment resulting from changes in accounting principles Restated beginning of period Other comprehensive income before reclassifications Amounts reclassified from AOCI Other comprehensive loss Unrealized investment loss related to non-controlling interest Ending balance Amounts reclassified from AOCI Pre-tax Tax effect After-tax amounts reclassified Other comprehensive loss Pre-tax Tax effect Other comprehensive loss _______________ (1) (cid:1)et realized and unrealized gains on investments in the consolidated statements of income. (2) Income tax expense in the consolidated statements of income. Unrealized investment gains (losses) Currency translation adjustments Accumulated other comprehensive (loss) income (418,979) $ 37,166 37,166 — — (381,813) $ — $ — — $ 37,166 — 37,166 $ $ (306,880) (112,099) (112,099) — — — — $ — — $ (112,099) $ — (112,099) $ (510,470) 261,177 (8,109) 253,068 103 (257,299) (10,265) 2,156 (8,109) 299,136 (46,068) 253,068 (214,539) (145,998) (358,634) (5,792) (364,426) (46) (510,470) (7,332) 1,540 (5,792) (414,836) 50,410 (364,426) Unrealized investment (losses) gains Currency translation adjustments Accumulated other comprehensive (loss) income 375,421 $ (306,880) $ 68,541 (91,491) $ (418,979) $ (91,491) 224,011 (8,109) 215,902 103 124,514 (10,265) (1) $ 2,156 (2) (8,109) 261,970 (46,068) 215,902 (214,539) 160,882 (246,535) (5,792) (252,327) (46) (7,332) (1) $ 1,540 (2) (5,792) (302,737) 50,410 (252,327) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 69 deferred rent liability recognized) reported within other assets and other liabilities, respectively, in the consolidated balance (2) Consolidated Statement of Comprehensive (Loss) Income sheet. The adoption of this guidance did not have an impact on the Company's results of operations or liquidity. All other accounting and reporting standards that became effective in 2019 were either not applicable to the Company or The following tables present the components of the changes in accumulated other comprehensive (loss) income ("AOCI") as of and for the years ended December 31, 2019 and 2018: 7 6 2 7 9 8 3 b e 1 0 K 27983be 10K 76 their adoption did not have a material impact on the Company. Accounting and reporting standards that are not yet effective: In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, which amends the accounting guidance for credit losses on financial instruments. The updated guidance amends the current other-than-temporary impairment model for available-for-sale debt securities by requiring the recognition of impairments relating to credit losses through an allowance account and limits the amount of credit loss to the difference between a security’s amortized cost basis and its fair value. This guidance also applies a new current expected credit loss model for determining credit-related impairments for financial instruments measured at amortized cost, such as reinsurance recoverables. The updated guidance is effective for reporting periods beginning after December 15, 2019. The adoption of this guidance will result in the recognition of an allowance for credit loss in connection with operating assets (such as premiums and fees receivable and due from reinsurers) of less than 0.25% of these assets and a corresponding cumulative effect adjustment that will decrease common stockholders' equity. Certain investments (primarily fixed maturity securities available for sale) will also establish an allowance for credit loss of approximately 0.25% of these assets, with a cumulative effect adjustment decreasing retained earnings and increasing AOCI by offsetting amounts, resulting in no impact to total common stockholders' equity. All other recently issued but not yet effective accounting and reporting standards are either not applicable to the Company or are not expected to have a material impact on the Company. (In thousands) December 31, 2019 Changes in AOCI Beginning of period Other comprehensive gains before reclassifications Amounts reclassified from AOCI Other comprehensive gain Unrealized investment gain related to non-controlling interest Ending balance Amounts reclassified from AOCI Pre-tax Tax effect After-tax amounts reclassified Other comprehensive gain Pre-tax Tax effect Other comprehensive gain (In thousands) December 31, 2018 Changes in AOCI Beginning of period Cumulative effect adjustment resulting from changes in accounting principles Restated beginning of period Other comprehensive income before reclassifications Amounts reclassified from AOCI Other comprehensive loss Unrealized investment loss related to non-controlling interest Ending balance Amounts reclassified from AOCI Pre-tax Tax effect After-tax amounts reclassified Other comprehensive loss Pre-tax Tax effect Other comprehensive loss Unrealized investment gains (losses) Currency translation adjustments Accumulated other comprehensive (loss) income (91,491) 224,011 (8,109) 215,902 103 $ (418,979) $ 37,166 — 37,166 — 124,514 $ (381,813) $ (10,265) (1) $ 2,156 (2) (8,109) 261,970 (46,068) 215,902 $ $ $ — $ — — $ 37,166 — 37,166 $ $ (510,470) 261,177 (8,109) 253,068 103 (257,299) (10,265) 2,156 (8,109) 299,136 (46,068) 253,068 Unrealized investment (losses) gains Currency translation adjustments Accumulated other comprehensive (loss) income 375,421 $ (306,880) $ 68,541 (214,539) 160,882 (246,535) (5,792) (252,327) (46) — (306,880) (112,099) — (112,099) — (91,491) $ (418,979) $ (7,332) (1) $ 1,540 (2) (5,792) (302,737) 50,410 (252,327) $ $ $ — $ — — $ (112,099) $ — (112,099) $ (214,539) (145,998) (358,634) (5,792) (364,426) (46) (510,470) (7,332) 1,540 (5,792) (414,836) 50,410 (364,426) $ $ $ $ $ $ $ $ $ $ $ $ _______________ (1) (cid:1)et realized and unrealized gains on investments in the consolidated statements of income. (2) Income tax expense in the consolidated statements of income. 68 69 76 27983be 10K 27983be_10K.indd 76 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 6 7 2/26/20 12:08 PM 7 7 2 7 9 8 3 b e 1 0 K 27983be 10K 77 (3) Investments in Fixed Maturity Securities At December 31, 2019 and 2018, investments in fixed maturity securities were as follows: (In thousands) December 31, 2019 Held to maturity: State and municipal Residential mortgage-backed Total held to maturity Available for sale: Amortized Cost Gross Unrealized Gains Losses Fair Value Carrying Value $ 70,312 $ 13,000 $ — $ 83,312 $ 8,371 78,683 994 13,994 — — 9,365 92,677 70,312 8,371 78,683 U.S. government and government agency 775,157 13,249 (1,475) 786,931 786,931 State and municipal: Special revenue State general obligation Pre-refunded Corporate backed Local general obligation Total state and municipal Mortgage-backed securities: Residential (1) Commercial Total mortgage-backed securities Asset-backed securities Corporate: Industrial Financial Utilities Other Total corporate Foreign government Total available for sale 2,343,209 359,298 364,571 255,230 432,333 64,586 22,074 20,342 7,232 32,684 (4,152) 2,403,643 2,403,643 (97) (128) (903) (647) 381,275 384,785 261,559 464,370 381,275 384,785 261,559 464,370 3,754,641 146,918 (5,927) 3,895,632 3,895,632 1,298,145 304,506 1,602,651 2,802,588 2,260,073 1,447,589 325,762 5,219 4,038,643 924,284 13,897,964 23,230 5,214 28,444 9,532 72,900 37,681 15,281 230 126,092 16,465 340,700 (5,155) (346) (5,501) (21,490) (3,800) (4,118) (402) — (8,320) (93,673) 1,316,220 309,374 1,625,594 2,790,630 2,329,173 1,481,152 340,641 5,449 4,156,415 847,076 1,316,220 309,374 1,625,594 2,790,630 2,329,173 1,481,152 340,641 5,449 4,156,415 847,076 (136,386) 14,102,278 14,102,278 Total investments in fixed maturity securities $ 13,976,647 $ 354,694 $ (136,386) $ 14,194,955 $ 14,180,961 70 77 27983be 10K 27983be_10K.indd 77 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 7 7 2/26/20 12:08 PM U.S. government and government agency 697,931 9,219 (4,910) 702,240 702,240 Amortized Cost Gross Unrealized Gains Losses Fair Value Carrying Value $ 67,891 $ 11,549 $ — $ 79,440 $ 10,744 78,635 1,259 12,808 — — 12,003 91,443 67,891 10,744 78,635 2,396,089 335,626 408,141 272,440 403,219 3,815,515 1,264,376 345,070 1,609,446 2,462,303 2,295,778 1,502,427 330,326 60,238 4,188,769 822,093 13,596,057 30,507 11,951 16,568 4,319 18,350 81,695 7,729 1,304 9,033 10,131 15,355 7,178 2,997 322 25,852 11,753 147,683 (24,612) 3,872,598 3,872,598 (19,790) (1,103) (30) (2,350) (1,339) (20,225) (3,708) (23,933) (33,687) (53,312) (45,683) (4,148) (167) (103,310) (25,111) 2,406,806 2,406,806 346,474 424,679 274,409 420,230 1,251,880 342,666 1,594,546 2,438,747 2,257,821 1,463,922 329,175 60,393 4,111,311 808,735 346,474 424,679 274,409 420,230 1,251,880 342,666 1,594,546 2,438,747 2,257,821 1,463,922 329,175 60,393 4,111,311 808,735 (In thousands) December 31, 2018 Held to maturity: State and municipal Residential mortgage-backed Total held to maturity Available for sale: State and municipal: Special revenue State general obligation Pre-refunded Corporate backed Local general obligation Total state and municipal Mortgage-backed securities: Residential (1) Commercial Total mortgage-backed securities Asset-backed securities Corporate: Industrial Financial Utilities Other Total corporate Foreign government Total available for sale (215,563) 13,528,177 13,528,177 Total investments in fixed maturity securities $ 13,674,692 $ 160,491 $ (215,563) $ 13,619,620 $ 13,606,812 ____________________ (1) Gross unrealized gains (losses) for mortgage-backed securities include $314,347 and ($55,090) as of December 31, 2019 and 2018, respectively, related to the non-credit portion of OTTI recognized in other comprehensive income. The amortized cost and fair value of fixed maturity securities at December 31, 2019, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or prepay obligations. (In thousands) Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Mortgage-backed securities Total Amortized Cost Fair Value $ 959,583 $ 917,059 5,010,862 3,391,154 3,004,026 1,611,022 5,087,806 3,511,621 3,043,510 1,634,959 $ 13,976,647 $ 14,194,955 At December 31, 2019 and 2018, there were no investments, other than investments in United States government and government agency securities, which exceeded 10% of common stockholders’ equity. At December 31, 2019, investments with a carrying value of $1,639 million were on deposit in custodial or trust accounts, of which $1,219 million was on deposit with insurance regulators, $380 million was on deposit in support of the Company’s underwriting activities at Lloyd’s, $36 million was on deposit as security for reinsurance clients and $4 million was on deposit as security for letters of credit issued in support of the Company’s reinsurance operations. 71 7 8 2 7 9 8 3 b e 1 0 K (3) Investments in Fixed Maturity Securities At December 31, 2019 and 2018, investments in fixed maturity securities were as follows: Amortized Cost Gross Unrealized Gains Losses Fair Value Carrying Value $ 70,312 $ 13,000 $ — $ 83,312 $ 8,371 78,683 994 13,994 — — 9,365 92,677 70,312 8,371 78,683 U.S. government and government agency 775,157 13,249 (1,475) 786,931 786,931 (4,152) 2,403,643 2,403,643 381,275 384,785 261,559 464,370 3,754,641 146,918 (5,927) 3,895,632 3,895,632 1,316,220 309,374 1,625,594 2,790,630 2,329,173 1,481,152 340,641 5,449 4,156,415 847,076 Total available for sale (136,386) 14,102,278 14,102,278 Total investments in fixed maturity securities $ 13,976,647 $ 354,694 $ (136,386) $ 14,194,955 $ 14,180,961 (In thousands) December 31, 2019 Held to maturity: State and municipal Residential mortgage-backed Total held to maturity Available for sale: State and municipal: Special revenue State general obligation Pre-refunded Corporate backed Local general obligation Total state and municipal Mortgage-backed securities: Residential (1) Commercial Total mortgage-backed securities Asset-backed securities Corporate: Industrial Financial Utilities Other Total corporate Foreign government 2,343,209 359,298 364,571 255,230 432,333 1,298,145 304,506 1,602,651 2,802,588 2,260,073 1,447,589 325,762 5,219 4,038,643 924,284 13,897,964 64,586 22,074 20,342 7,232 32,684 23,230 5,214 28,444 9,532 72,900 37,681 15,281 230 126,092 16,465 340,700 (97) (128) (903) (647) (5,155) (346) (5,501) (21,490) (3,800) (4,118) (402) — (8,320) (93,673) 381,275 384,785 261,559 464,370 1,316,220 309,374 1,625,594 2,790,630 2,329,173 1,481,152 340,641 5,449 4,156,415 847,076 27983be 10K 78 (In thousands) December 31, 2018 Held to maturity: State and municipal Residential mortgage-backed Total held to maturity Available for sale: Amortized Cost Gross Unrealized Gains Losses Fair Value Carrying Value $ 67,891 $ 11,549 $ — $ 79,440 $ 10,744 78,635 1,259 12,808 — — 12,003 91,443 67,891 10,744 78,635 U.S. government and government agency 697,931 9,219 (4,910) 702,240 702,240 State and municipal: Special revenue State general obligation Pre-refunded Corporate backed Local general obligation Total state and municipal Mortgage-backed securities: Residential (1) Commercial Total mortgage-backed securities Asset-backed securities Corporate: Industrial Financial Utilities Other Total corporate Foreign government Total available for sale 2,396,089 335,626 408,141 272,440 403,219 3,815,515 1,264,376 345,070 1,609,446 2,462,303 2,295,778 1,502,427 330,326 60,238 4,188,769 822,093 13,596,057 30,507 11,951 16,568 4,319 18,350 81,695 7,729 1,304 9,033 10,131 15,355 7,178 2,997 322 25,852 11,753 147,683 (19,790) (1,103) (30) (2,350) (1,339) 2,406,806 2,406,806 346,474 424,679 274,409 420,230 346,474 424,679 274,409 420,230 (24,612) 3,872,598 3,872,598 (20,225) (3,708) (23,933) (33,687) (53,312) (45,683) (4,148) (167) (103,310) (25,111) 1,251,880 342,666 1,594,546 2,438,747 2,257,821 1,463,922 329,175 60,393 4,111,311 808,735 1,251,880 342,666 1,594,546 2,438,747 2,257,821 1,463,922 329,175 60,393 4,111,311 808,735 (215,563) 13,528,177 13,528,177 Total investments in fixed maturity securities $ 13,674,692 $ 160,491 $ (215,563) $ 13,619,620 $ 13,606,812 ____________________ (1) Gross unrealized gains (losses) for mortgage-backed securities include $314,347 and ($55,090) as of December 31, 2019 and 2018, respectively, related to the non-credit portion of OTTI recognized in other comprehensive income. The amortized cost and fair value of fixed maturity securities at December 31, 2019, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because certain issuers may have the right to call or prepay obligations. (In thousands) Due in one year or less Due after one year through five years Due after five years through ten years Due after ten years Mortgage-backed securities Total Amortized Cost Fair Value $ 959,583 $ 917,059 5,010,862 3,391,154 3,004,026 1,611,022 5,087,806 3,511,621 3,043,510 1,634,959 $ 13,976,647 $ 14,194,955 At December 31, 2019 and 2018, there were no investments, other than investments in United States government and government agency securities, which exceeded 10% of common stockholders’ equity. At December 31, 2019, investments with a carrying value of $1,639 million were on deposit in custodial or trust accounts, of which $1,219 million was on deposit with insurance regulators, $380 million was on deposit in support of the Company’s underwriting activities at Lloyd’s, $36 million was on deposit as security for reinsurance clients and $4 million was on deposit as security for letters of credit issued in support of the Company’s reinsurance operations. 70 71 78 27983be 10K 27983be_10K.indd 78 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 7 7 9 2 7 9 8 3 b e 1 0 K (4) Investments in Equity Securities (7) Investment Funds 27983be 10K 79 At December 31, 2019 and 2018, investments in equity securities were as follows: (In thousands) December 31, 2019 Common stocks Preferred stocks Total December 31, 2018 Common stocks Preferred stocks Total Gross Unrealized Cost Gains Losses Fair Value Carrying Value 175,928 $ 16,967 $ (26,090) $ 166,805 $ 166,805 169,171 148,243 (3,599) 313,815 313,815 345,099 $ 165,210 $ (29,689) $ 480,620 $ 480,620 113,576 $ 4,335 $ (19,719) $ 98,192 $ 98,192 115,201 72,364 (6,751) 180,814 180,814 228,777 $ 76,699 $ (26,470) $ 279,006 $ 279,006 $ $ $ $ (5) Arbitrage Trading Account At December 31, 2019 and 2018, the fair value and carrying value of the arbitrage trading account were $401 million and $453 million, respectively. The primary focus of the trading account is merger arbitrage. Merger arbitrage is the business of investing in the securities of publicly held companies which are the targets in announced tender offers and mergers. Arbitrage investing differs from other types of investing in its focus on transactions and events believed likely to bring about a change in value over a relatively short time period (usually four months or less). The Company uses put options and call options in order to mitigate the impact of potential changes in market conditions on the merger arbitrage trading account. These options are reported at fair value. As of December 31, 2019, the fair value of long option contracts outstanding was $9 thousand (notional amount of $15.5 million) and the fair value of short option contracts outstanding was $56 thousand (notional amount of $17.1 million). Other than with respect to the use of these trading account securities, the Company does not make use of derivatives. (6) (cid:1)et Investment Income (cid:1)et investment income consists of the following: (In thousands) Investment income earned on: 2019 2018 2017 Fixed maturity securities, including cash and cash equivalents and loans receivable $ 517,925 $ 519,269 $ 473,101 Investment funds Arbitrage trading account Real estate Equity securities Gross investment income Investment expense (cid:1)et investment income 69,194 34,585 24,218 5,439 109,349 28,157 18,591 3,230 68,169 19,145 19,975 2,350 651,361 678,596 582,740 (5,747) (4,361) (6,952) $ 645,614 $ 674,235 $ 575,788 The Company evaluates whether it is an investor in a variable interest entity ("VIE"). Such entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support, or the equity investors, as a group, do not have the characteristics of a controlling financial interest (primary beneficiary). The Company determines whether it is the primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE's capital structure, contractual terms, nature of the VIE's operations and purpose, and the Company's relative exposure to the related risks of the VIE on the date it becomes initially involved in the VIE and on an ongoing basis. The Company is not the primary beneficiary in any of its investment funds, and accordingly, carries its interests in investments funds under the equity method of accounting. The Company’s maximum exposure to loss with respect to these investments is limited to the carrying amount reported on the Company’s consolidated balance sheet and its unfunded commitments of $232 million as of December 31, 2019. Investment funds consist of the following: (In thousands) Real estate Financial services Energy Transportation Other funds Total Carrying Value as of December 31, Income (Losses) 2019 2018 2019 2018 2017 $ 412,275 $ 642,137 $ 19,154 $ 61,453 $ 45,068 280,705 156,869 147,034 216,652 195,706 183,627 136,640 174,708 29,005 (18,136) 14,193 24,978 11,044 7,084 15,390 14,378 3,762 6,147 1,686 11,506 $ 1,213,535 $ 1,332,818 $ 69,194 $ 109,349 $ 68,169 The Company's share of the earnings or losses of investment funds is primarily reported on a one-quarter lag in order to facilitate the timely completion of the Company's consolidated financial statements. Investment in real estate represents directly owned property held for investment, as follows: (8) Real Estate (In thousands) Properties in operation Properties under development Total As of December 31, 2019 2018 $ $ 1,351,249 $ 1,279,584 754,701 677,508 2,105,950 $ 1,957,092 In 2019, properties in operation included a long-term ground lease in Washington, D.C., a hotel in Memphis, Tennessee, two office complexes in (cid:1)ew York City, office buildings in West Palm Beach and Palm Beach, Florida, and an office building in London, U.K. Properties in operation are net of accumulated depreciation and amortization of $59,832,000 and $44,340,000 as of December 31, 2019 and 2018, respectively. Related depreciation expense was $15,033,000 and $20,644,000 for the years ended December 31, 2019 and 2018, respectively. Future minimum rental income expected on operating leases relating to properties in operation is $59,975,701 in 2020, $62,145,941 in 2021, $62,734,252 in 2022, $56,477,620 in 2023, $54,281,781 in 2024 and $573,636,251 thereafter. The Company borrowed $101,750,000 through a non-recourse loan secured by the West Palm Beach office building in 2018. The loan matures in (cid:1)ovember 2028 and carries a fixed interest rate of 4.21%. The carrying value does not reflect the outstanding financing, but rather is reflected in subsidiary debt referenced in (cid:1)ote 15, Indebtedness. A mixed-use project in Washington, D.C. has been under development in 2019 and 2018. 72 79 27983be 10K 27983be_10K.indd 79 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 9 7 2/26/20 12:08 PM 73 8 0 2 7 9 8 3 b e 1 0 K 27983be 10K 80 (4) Investments in Equity Securities (7) Investment Funds At December 31, 2019 and 2018, investments in equity securities were as follows: (In thousands) December 31, 2019 Common stocks Preferred stocks Total December 31, 2018 Common stocks Preferred stocks Total Gross Unrealized Cost Gains Losses Fair Value Carrying Value 175,928 $ 16,967 $ (26,090) $ 166,805 $ 166,805 169,171 148,243 (3,599) 313,815 313,815 345,099 $ 165,210 $ (29,689) $ 480,620 $ 480,620 113,576 $ 4,335 $ (19,719) $ 98,192 $ 98,192 115,201 72,364 (6,751) 180,814 180,814 228,777 $ 76,699 $ (26,470) $ 279,006 $ 279,006 $ $ $ $ (5) Arbitrage Trading Account At December 31, 2019 and 2018, the fair value and carrying value of the arbitrage trading account were $401 million and $453 million, respectively. The primary focus of the trading account is merger arbitrage. Merger arbitrage is the business of investing in the securities of publicly held companies which are the targets in announced tender offers and mergers. Arbitrage investing differs from other types of investing in its focus on transactions and events believed likely to bring about a change in value over a relatively short time period (usually four months or less). The Company uses put options and call options in order to mitigate the impact of potential changes in market conditions on the merger arbitrage trading account. These options are reported at fair value. As of December 31, 2019, the fair value of long option contracts outstanding was $9 thousand (notional amount of $15.5 million) and the fair value of short option contracts outstanding was $56 thousand (notional amount of $17.1 million). Other than with respect to the use of these trading account The Company evaluates whether it is an investor in a variable interest entity ("VIE"). Such entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support, or the equity investors, as a group, do not have the characteristics of a controlling financial interest (primary beneficiary). The Company determines whether it is the primary beneficiary of an entity subject to consolidation based on a qualitative assessment of the VIE's capital structure, contractual terms, nature of the VIE's operations and purpose, and the Company's relative exposure to the related risks of the VIE on the date it becomes initially involved in the VIE and on an ongoing basis. The Company is not the primary beneficiary in any of its investment funds, and accordingly, carries its interests in investments funds under the equity method of accounting. The Company’s maximum exposure to loss with respect to these investments is limited to the carrying amount reported on the Company’s consolidated balance sheet and its unfunded commitments of $232 million as of December 31, 2019. Investment funds consist of the following: (In thousands) Real estate Financial services Energy Transportation Other funds Total Carrying Value as of December 31, Income (Losses) 2019 2018 2019 2018 2017 $ 412,275 $ 642,137 $ 19,154 $ 61,453 $ 45,068 280,705 156,869 147,034 216,652 195,706 183,627 136,640 174,708 29,005 (18,136) 14,193 24,978 11,044 7,084 15,390 14,378 3,762 6,147 1,686 11,506 $ 1,213,535 $ 1,332,818 $ 69,194 $ 109,349 $ 68,169 The Company's share of the earnings or losses of investment funds is primarily reported on a one-quarter lag in order to facilitate the timely completion of the Company's consolidated financial statements. (8) Real Estate Investment in real estate represents directly owned property held for investment, as follows: securities, the Company does not make use of derivatives. (6) (cid:1)et Investment Income (cid:1)et investment income consists of the following: (In thousands) Investment income earned on: Investment funds Arbitrage trading account Real estate Equity securities Gross investment income Investment expense (cid:1)et investment income 2019 2018 2017 (In thousands) Properties in operation Properties under development Total As of December 31, 2019 2018 $ $ 1,351,249 $ 1,279,584 754,701 677,508 2,105,950 $ 1,957,092 Fixed maturity securities, including cash and cash equivalents and loans receivable $ 517,925 $ 519,269 $ 473,101 69,194 34,585 24,218 5,439 109,349 28,157 18,591 3,230 68,169 19,145 19,975 2,350 651,361 678,596 582,740 (5,747) (4,361) (6,952) $ 645,614 $ 674,235 $ 575,788 In 2019, properties in operation included a long-term ground lease in Washington, D.C., a hotel in Memphis, Tennessee, two office complexes in (cid:1)ew York City, office buildings in West Palm Beach and Palm Beach, Florida, and an office building in London, U.K. Properties in operation are net of accumulated depreciation and amortization of $59,832,000 and $44,340,000 as of December 31, 2019 and 2018, respectively. Related depreciation expense was $15,033,000 and $20,644,000 for the years ended December 31, 2019 and 2018, respectively. Future minimum rental income expected on operating leases relating to properties in operation is $59,975,701 in 2020, $62,145,941 in 2021, $62,734,252 in 2022, $56,477,620 in 2023, $54,281,781 in 2024 and $573,636,251 thereafter. The Company borrowed $101,750,000 through a non-recourse loan secured by the West Palm Beach office building in 2018. The loan matures in (cid:1)ovember 2028 and carries a fixed interest rate of 4.21%. The carrying value does not reflect the outstanding financing, but rather is reflected in subsidiary debt referenced in (cid:1)ote 15, Indebtedness. A mixed-use project in Washington, D.C. has been under development in 2019 and 2018. 72 73 80 27983be 10K 27983be_10K.indd 80 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 0 8 2/26/20 12:08 PM 8 1 2 7 9 8 3 b e 1 0 K (9) Loans Receivable Loans receivable are as follows: (In thousands) Amortized cost (net of valuation allowance): Real estate loans Commercial loans Total Fair value: Real estate loans Commercial loans Total Valuation allowance: Specific General Total Decrease in valuation allowance 27983be 10K 81 As of December 31, 2019 2018 $ $ $ $ $ $ 58,541 33,258 91,799 59,853 34,760 94,613 $ $ $ $ 165 $ 1,981 2,146 $ 62,289 32,524 94,813 63,047 34,026 97,073 1,200 2,183 3,383 For the Year Ended December 31, 2019 2018 $ (1,237) $ — Loans receivable in non-accrual status were $0.2 million and $1.2 million as of December 31, 2019 and 2018, respectively. The Company monitors the performance of its loans receivable and assesses the ability of the borrower to pay principal and interest based upon loan structure, underlying property values, cash flow and related financial and operating performance of the property and market conditions. Loans receivable with a potential for default are further assessed using discounted cash flow analysis and comparable cost and sales methodologies, if appropriate. The real estate loans are secured by commercial real estate primarily located in (cid:1)ew York. These loans generally earn interest at floating LIBOR-based interest rates and have maturities (inclusive of extension options) through August 2025. The commercial loans are with small business owners who have secured the related financing with the assets of the business. Commercial loans generally earn interest on a fixed basis and have varying maturities not exceeding 10 years. In evaluating the real estate loans, the Company considers their credit quality indicators, including loan to value ratios, which compare the outstanding loan amount to the estimated value of the property, the borrower’s financial condition and performance with respect to loan terms, the position in the capital structure, the overall leverage in the capital structure and other market conditions. Based on these considerations, none of the real estate loans were considered to be impaired at December 31, 2019, and accordingly, the Company determined that a specific valuation allowance was not required. (10) (cid:1)et Realized and Unrealized Gains (Losses) on Investments (cid:1)et realized and unrealized gains (losses) on investments are as follows: (In thousands) 2019 2018 2017 (cid:1)et realized and unrealized gains (losses) on investments in earnings Fixed maturity securities: Gains Losses Equity securities (1): Investment funds (2) Real estate Loans receivable Other (cid:1)et realized gains on investment sales Change in unrealized gains (losses) (cid:1)et realized and unrealized gains on investments in earnings before OTTI Other-than-temporary impairments (3) (cid:1)et realized and unrealized gains on investments in earnings Income tax expense Change in unrealized investment gains (losses) of available for sales securities: Fixed maturity securities Previously impaired fixed maturity securities Equity securities available for sale (4) Investment funds Other Income tax (expense) benefit (cid:1)oncontrolling interests Total change in unrealized investment gains (losses) $ 23,900 $ 26,752 $ (13,636) (13,733) 23,306 85,292 (2,825) 5,965 (970) (329) 120,703 — 120,703 (25,348) 369 — (2,299) (7,925) 261,970 (46,068) 103 $ $ 435,150 (320,413) (212) 27,816 2,838 1,977 160,175 (5,687) 154,488 (32,442) (132) — (5,672) 151 (302,737) 50,410 (46) 28,217 (5,342) 154,539 125,423 12,880 20,141 335,858 — — — 335,858 (117,550) 895 (77,971) 10,179 (336) (69,425) 17,673 19 271,825 $ (297,084) $ (2,192) After-tax net realized and unrealized gains on investments in earnings 95,355 $ 122,046 $ 218,308 After-tax change in unrealized investment gains (losses) of available for sale securities $ 216,005 $ (252,373) $ (51,733) ____________________ (1) The net realized gains or losses on investment sales represent the total gains or losses from the purchase dates of the equity securities. The change in unrealized gains consists of two components: (i) the reversal of the gain or loss recognized in previous periods on equity securities sold and (ii) the change in unrealized gain or loss resulting from mark-to-market adjustments on equity securities still held. (2) Investment funds includes a gain of $124 million from the sale of an investment in an office building located in Washington, D.C. for the year ended December 31, 2017. (3) There were no OTTI for the years ended December 31, 2019 and 2017. For the year ended December 31, 2018, OTTI related to fixed maturity securities was $6 million. (4) Effective January 1, 2018, the Company adopted accounting guidance that requires all equity investments with readily determinable fair values (subject to certain exceptions) to be measured at fair value, with changes in the fair value recognized in net income. The Company recorded an adjustment of $291 million to opening AOCI net of tax as a result of this guidance. 74 81 27983be 10K 27983be_10K.indd 81 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 8 2/26/20 12:08 PM 75 (9) Loans Receivable Loans receivable are as follows: Amortized cost (net of valuation allowance): (In thousands) Real estate loans Commercial loans Total Fair value: Real estate loans Commercial loans Total Valuation allowance: Specific General Total Decrease in valuation allowance respectively. Loans receivable in non-accrual status were $0.2 million and $1.2 million as of December 31, 2019 and 2018, The Company monitors the performance of its loans receivable and assesses the ability of the borrower to pay principal and interest based upon loan structure, underlying property values, cash flow and related financial and operating performance of the property and market conditions. Loans receivable with a potential for default are further assessed using discounted cash flow analysis and comparable cost and sales methodologies, if appropriate. The real estate loans are secured by commercial real estate primarily located in (cid:1)ew York. These loans generally earn interest at floating LIBOR-based interest rates and have maturities (inclusive of extension options) through August 2025. The commercial loans are with small business owners who have secured the related financing with the assets of the business. Commercial loans generally earn interest on a fixed basis and have varying maturities not exceeding 10 years. In evaluating the real estate loans, the Company considers their credit quality indicators, including loan to value ratios, which compare the outstanding loan amount to the estimated value of the property, the borrower’s financial condition and performance with respect to loan terms, the position in the capital structure, the overall leverage in the capital structure and other market conditions. Based on these considerations, none of the real estate loans were considered to be impaired at December 31, 2019, and accordingly, the Company determined that a specific valuation allowance was not required. 8 2 2 7 9 8 3 b e 1 0 K As of December 31, 2019 2018 $ $ $ $ $ $ 58,541 33,258 91,799 59,853 34,760 94,613 $ $ $ $ 165 $ 1,981 2,146 $ 62,289 32,524 94,813 63,047 34,026 97,073 1,200 2,183 3,383 For the Year Ended December 31, 2019 2018 $ (1,237) $ — 27983be 10K 82 (10) (cid:1)et Realized and Unrealized Gains (Losses) on Investments (cid:1)et realized and unrealized gains (losses) on investments are as follows: (In thousands) 2019 2018 2017 (cid:1)et realized and unrealized gains (losses) on investments in earnings Fixed maturity securities: Gains Losses Equity securities (1): (cid:1)et realized gains on investment sales Change in unrealized gains (losses) Investment funds (2) Real estate Loans receivable Other (cid:1)et realized and unrealized gains on investments in earnings before OTTI Other-than-temporary impairments (3) (cid:1)et realized and unrealized gains on investments in earnings Income tax expense After-tax net realized and unrealized gains on investments in earnings Change in unrealized investment gains (losses) of available for sales securities: Fixed maturity securities Previously impaired fixed maturity securities Equity securities available for sale (4) Investment funds Other Total change in unrealized investment gains (losses) Income tax (expense) benefit (cid:1)oncontrolling interests $ 23,900 $ 26,752 $ (13,636) (13,733) 23,306 85,292 (2,825) 5,965 (970) (329) 120,703 — 120,703 (25,348) 435,150 (320,413) (212) 27,816 2,838 1,977 160,175 (5,687) 154,488 (32,442) 28,217 (5,342) 154,539 — 125,423 12,880 — 20,141 335,858 — 335,858 (117,550) $ $ 95,355 $ 122,046 $ 218,308 271,825 $ (297,084) $ (2,192) 369 — (2,299) (7,925) 261,970 (46,068) 103 (132) — (5,672) 151 (302,737) 50,410 (46) 895 (77,971) 10,179 (336) (69,425) 17,673 19 After-tax change in unrealized investment gains (losses) of available for sale securities $ 216,005 $ (252,373) $ (51,733) ____________________ (1) The net realized gains or losses on investment sales represent the total gains or losses from the purchase dates of the equity securities. The change in unrealized gains consists of two components: (i) the reversal of the gain or loss recognized in previous periods on equity securities sold and (ii) the change in unrealized gain or loss resulting from mark-to-market adjustments on equity securities still held. (2) Investment funds includes a gain of $124 million from the sale of an investment in an office building located in Washington, D.C. for the year ended December 31, 2017. (3) There were no OTTI for the years ended December 31, 2019 and 2017. For the year ended December 31, 2018, OTTI related to fixed maturity securities was $6 million. (4) Effective January 1, 2018, the Company adopted accounting guidance that requires all equity investments with readily determinable fair values (subject to certain exceptions) to be measured at fair value, with changes in the fair value recognized in net income. The Company recorded an adjustment of $291 million to opening AOCI net of tax as a result of this guidance. 74 75 82 27983be 10K 27983be_10K.indd 82 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 2 8 2/26/20 12:08 PM 8 3 2 7 9 8 3 b e 1 0 K 27983be 10K 83 (11) Securities in an Unrealized Loss Position (12) Fair Value Measurements The following tables summarize all fixed maturity securities in an unrealized loss position at December 31, 2019 and The Company’s fixed maturity and equity securities classified as available for sale and its trading account securities are 2018 by the length of time those securities have been continuously in an unrealized loss position. (In thousands) December 31, 2019 Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses U.S. government and government agency $ 83,837 $ 618 $ 53,089 $ 857 $ 136,926 $ State and municipal Mortgage-backed securities Asset-backed securities Corporate Foreign government 365,184 301,358 755,259 307,367 164,536 4,245 2,281 2,307 3,148 32,028 127,210 180,148 774,508 121,470 107,266 1,682 3,220 19,183 5,172 61,645 492,394 481,506 1,529,767 428,837 271,802 1,475 5,927 5,501 21,490 8,320 93,673 Fixed maturity securities $ 1,977,541 $ 44,627 $ 1,363,691 $ 91,759 $ 3,341,232 $ 136,386 December 31, 2018 U.S. government and government agency $ 195,359 $ 933 $ 130,815 $ 3,977 $ 326,174 $ State and municipal Mortgage-backed securities Asset-backed securities Corporate Foreign government 701,700 334,063 1,687,665 1,730,513 246,273 6,874 2,911 28,965 54,181 24,197 744,905 712,595 342,855 954,763 80,004 17,738 21,022 4,722 49,129 914 1,446,605 1,046,658 2,030,520 2,685,276 326,277 4,910 24,612 23,933 33,687 103,310 25,111 Fixed maturity securities $ 4,895,573 $ 118,061 $ 2,965,937 $ 97,502 $ 7,861,510 $ 215,563 Fixed Maturity Securities — A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at December 31, 2019 is presented in the table below: ($ in thousands) Foreign government Corporate Asset-backed securities Mortgage-backed securities Total (cid:1)umber of Securities Aggregate Fair Value Gross Unrealized Loss 21 14 5 5 $ 79,747 $ 65,710 437 954 92,369 4,319 113 17 45 $ 146,848 $ 96,818 For OTTI of fixed maturity securities that management does not intend to sell or, more likely than not, would not be required to sell, the portion of the decline in value considered to be due to credit factors is recognized in earnings and the portion of the decline in value considered to be due to non-credit factors is recognized in other comprehensive income. For the year ended December 31, 2019, there were no OTTI recognized in earnings for fixed maturity securities. For the year ended December 31, 2018, there were $6 million of OTTI recognized on fixed maturity securities. The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized losses are due primarily to temporary market and sector-related factors. (cid:1)one of these securities are delinquent or in default on financial covenants. Based on its assessment of these issuers, the Company expects them to continue to meet their contractual payment obligations as they become due and does not consider any of these securities to be OTTI. carried at fair value. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Quoted prices for similar assets or valuations based on inputs that are observable. Level 3 - Estimates of fair value based on internal pricing methodologies using unobservable inputs. Unobservable inputs are only used to measure fair value to the extent that observable inputs are not available. Substantially all of the Company’s fixed maturity securities were priced by independent pricing services. The prices provided by the independent pricing services are estimated based on observable market data in active markets utilizing pricing models and processes, which may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, sector groupings, matrix pricing and reference data. The pricing services may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs are available for each security evaluation on any given day. The pricing services used by the Company have indicated that they will only produce an estimate of fair value if objectively verifiable information is available. The determination of whether markets are active or inactive is based upon the volume and level of activity for a particular asset class. The Company reviews the prices provided by pricing services for reasonableness and periodically performs independent price tests of a sample of securities to ensure proper valuation. If prices from independent pricing services are not available for fixed maturity securities, the Company estimates the fair value. For Level 2 securities, the Company utilizes pricing models and processes which may include benchmark yields, sector groupings, matrix pricing, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, bids, offers and reference data. Where broker quotes are used, the Company generally requests two or more quotes and sets a price within the range of quotes received based on its assessment of the credibility of the quote and its own evaluation of the security. The Company generally does not adjust quotes received from brokers. For securities traded only in private negotiations, the Company determines fair value based primarily on the cost of such securities, which is adjusted to reflect prices of recent placements of securities of the same issuer, financial projections, credit quality and business developments of the issuer and other relevant information. For Level 3 securities, the Company generally uses a discounted cash flow model to estimate the fair value of fixed maturity securities. The cash flow models are based upon assumptions as to prevailing credit spreads, interest rate and interest rate volatility, time to maturity and subordination levels. Projected cash flows are discounted at rates that are adjusted to reflect illiquidity, where appropriate. 76 83 27983be 10K 27983be_10K.indd 83 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 3 8 2/26/20 12:08 PM 77 (11) Securities in an Unrealized Loss Position (12) Fair Value Measurements The following tables summarize all fixed maturity securities in an unrealized loss position at December 31, 2019 and The Company’s fixed maturity and equity securities classified as available for sale and its trading account securities are 8 4 2 7 9 8 3 b e 1 0 K 27983be 10K 84 (In thousands) December 31, 2019 State and municipal Mortgage-backed securities Asset-backed securities Corporate Foreign government December 31, 2018 State and municipal Mortgage-backed securities Asset-backed securities Corporate Foreign government ($ in thousands) Foreign government Corporate Asset-backed securities Mortgage-backed securities Total 2018 by the length of time those securities have been continuously in an unrealized loss position. Less Than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses U.S. government and government agency $ 83,837 $ 618 $ 53,089 $ 857 $ 136,926 $ 1,475 5,927 5,501 21,490 8,320 93,673 Fixed maturity securities $ 1,977,541 $ 44,627 $ 1,363,691 $ 91,759 $ 3,341,232 $ 136,386 U.S. government and government agency $ 195,359 $ 933 $ 130,815 $ 3,977 $ 326,174 $ 4,910 24,612 23,933 33,687 103,310 25,111 Fixed maturity securities $ 4,895,573 $ 118,061 $ 2,965,937 $ 97,502 $ 7,861,510 $ 215,563 Fixed Maturity Securities — A summary of the Company’s non-investment grade fixed maturity securities that were in an unrealized loss position at December 31, 2019 is presented in the table below: 365,184 301,358 755,259 307,367 164,536 701,700 334,063 1,687,665 1,730,513 246,273 4,245 2,281 2,307 3,148 32,028 6,874 2,911 28,965 54,181 24,197 127,210 180,148 774,508 121,470 107,266 744,905 712,595 342,855 954,763 80,004 1,682 3,220 19,183 5,172 61,645 17,738 21,022 4,722 49,129 914 492,394 481,506 1,529,767 428,837 271,802 1,446,605 1,046,658 2,030,520 2,685,276 326,277 (cid:1)umber of Securities Aggregate Fair Value Gross Unrealized Loss $ 79,747 $ 21 14 5 5 65,710 437 954 92,369 4,319 113 17 45 $ 146,848 $ 96,818 For OTTI of fixed maturity securities that management does not intend to sell or, more likely than not, would not be required to sell, the portion of the decline in value considered to be due to credit factors is recognized in earnings and the portion of the decline in value considered to be due to non-credit factors is recognized in other comprehensive income. For the year ended December 31, 2019, there were no OTTI recognized in earnings for fixed maturity securities. For the year ended December 31, 2018, there were $6 million of OTTI recognized on fixed maturity securities. The Company has evaluated its fixed maturity securities in an unrealized loss position and believes the unrealized losses are due primarily to temporary market and sector-related factors. (cid:1)one of these securities are delinquent or in default on financial covenants. Based on its assessment of these issuers, the Company expects them to continue to meet their contractual payment obligations as they become due and does not consider any of these securities to be OTTI. carried at fair value. Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date”. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 - Quoted prices for similar assets or valuations based on inputs that are observable. Level 3 - Estimates of fair value based on internal pricing methodologies using unobservable inputs. Unobservable inputs are only used to measure fair value to the extent that observable inputs are not available. Substantially all of the Company’s fixed maturity securities were priced by independent pricing services. The prices provided by the independent pricing services are estimated based on observable market data in active markets utilizing pricing models and processes, which may include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, sector groupings, matrix pricing and reference data. The pricing services may prioritize inputs differently on any given day for any security based on market conditions, and not all inputs are available for each security evaluation on any given day. The pricing services used by the Company have indicated that they will only produce an estimate of fair value if objectively verifiable information is available. The determination of whether markets are active or inactive is based upon the volume and level of activity for a particular asset class. The Company reviews the prices provided by pricing services for reasonableness and periodically performs independent price tests of a sample of securities to ensure proper valuation. If prices from independent pricing services are not available for fixed maturity securities, the Company estimates the fair value. For Level 2 securities, the Company utilizes pricing models and processes which may include benchmark yields, sector groupings, matrix pricing, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, bids, offers and reference data. Where broker quotes are used, the Company generally requests two or more quotes and sets a price within the range of quotes received based on its assessment of the credibility of the quote and its own evaluation of the security. The Company generally does not adjust quotes received from brokers. For securities traded only in private negotiations, the Company determines fair value based primarily on the cost of such securities, which is adjusted to reflect prices of recent placements of securities of the same issuer, financial projections, credit quality and business developments of the issuer and other relevant information. For Level 3 securities, the Company generally uses a discounted cash flow model to estimate the fair value of fixed maturity securities. The cash flow models are based upon assumptions as to prevailing credit spreads, interest rate and interest rate volatility, time to maturity and subordination levels. Projected cash flows are discounted at rates that are adjusted to reflect illiquidity, where appropriate. 76 77 84 27983be 10K 27983be_10K.indd 84 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 4 8 2/26/20 12:08 PM 8 5 2 7 9 8 3 b e 1 0 K 27983be 10K 85 The following tables present the assets and liabilities measured at fair value as of December 31, 2019 and 2018 by level: The following tables summarize changes in Level 3 assets and liabilities for the years ended December 31, 2019 and 2018: (In thousands) December 31, 2019 Assets: Fixed maturity securities available for sale: U.S. government and government agency State and municipal Mortgage-backed securities Asset-backed securities Corporate Foreign government Total fixed maturity securities available for sale Equity securities: Common stocks Preferred stocks Total equity securities Arbitrage trading account Total Liabilities: Trading account securities sold but not yet purchased December 31, 2018 Assets: Fixed maturity securities available for sale: U.S. government and government agency State and municipal Mortgage-backed securities Asset-backed securities Corporate Foreign government Total fixed maturity securities available for sale Equity securities: Common stocks Preferred stocks Total equity securities Arbitrage trading account Total Liabilities: Trading account securities sold but not yet purchased Total Level 1 Level 2 Level 3 $ 786,931 $ — $ 786,931 $ 3,895,632 1,625,594 2,790,630 4,156,415 847,076 14,102,278 166,805 313,815 480,620 400,809 — — — — — — 157,752 — 157,752 381,061 3,895,632 1,625,594 2,790,630 4,156,415 847,076 14,102,278 — 307,310 307,310 19,748 — — — — — — — 9,053 6,505 15,558 — $ $ 14,983,707 $ 538,813 $ 14,429,336 $ 15,558 36,143 $ 36,143 $ — $ — $ 702,240 $ — $ 702,240 $ 3,872,598 1,594,546 2,438,747 4,111,311 808,735 13,528,177 98,192 180,814 279,006 452,548 — — — — — — 89,596 — 89,596 353,335 3,872,598 1,594,546 2,438,648 4,111,311 808,735 13,528,078 — 176,869 176,869 81,905 14,259,731 $ 442,931 $ 13,786,852 $ — — — 99 — — 99 8,596 3,945 12,541 17,308 29,948 38,120 $ 37,327 $ — $ 793 $ $ 78 Beginning Balance Earnings (Losses) Impairments Purchases Sales Paydowns/ Maturities Transfers In / Out Ending Balance Gains (Losses) Included in: Other Comprehensive Income (Losses) Asset-backed securities $ $ (26) $ $ — $ — $ (134) $ — $ — $ — — 2,602 2,602 (134) (1,548) — (1,548) — — — — — — 9,053 6,505 15,558 — $ 29,948 $ (6,794) $ $ — $ 17,369 $(39,915) $ — $ 14,889 $ 15,558 14,767 (38,233) 14,889 $ 793 $ 133 $ — $ — $ 7,609 $ (8,535) $ — $ — $ — (In thousands) Year ended December 31, 2019 Assets: Fixed maturity securities available for sale: Total Equity securities: Common stocks Preferred stocks Arbitrage trading account Total Total Liabilities: Trading account securities sold but not yet purchased Year ended December 31, 2018 Assets: Fixed maturity securities available for sale: Total Equity securities: Common stocks Preferred stocks Arbitrage trading account Total Total Liabilities: Trading account securities sold but not yet purchased 99 99 8,596 3,945 12,541 17,308 (26) 2,005 (42) 1,963 (8,731) 172 172 9,370 10,843 20,213 — (2) (548) 100 (448) (6) Asset-backed securities $ $ (2) $ $ — $ — $ (117) $ — $ — $ — — — 11,523 (117) (227) (6,998) (7,225) (11) — 1 — 1 5,802 99 99 8,596 3,945 12,541 17,308 $ 20,385 $ (456) $ $ — $ 11,523 $ (7,353) $ — $ 5,803 $ 29,948 $ — $ (67) $ — $ — $ 860 $ — $ — $ — $ 793 — — — — — — — — — — For the year ended December 31, 2019, there were two common stocks transferred into Level 3 in the arbitrage trading account where publicly traded prices were no longer available, and both were sold by year end. For the year ended December 31, 2018, one common stock in the arbitrage trading account was transferred into Level 3 and one common stock was transferred out of Level 3. In the case of the transfer into Level 3, a publicly traded price was no longer available and in the case of the transfer out, a publicly traded price became available. — — — — — — — — — — 61 61 — — — 61 46 46 — — — 46 79 K 0 1 e b 3 8 9 7 2 5 8 2/26/20 12:08 PM 85 27983be 10K 27983be_10K.indd 85 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be The following tables present the assets and liabilities measured at fair value as of December 31, 2019 and 2018 by level: The following tables summarize changes in Level 3 assets and liabilities for the years ended December 31, 2019 and 2018: 8 6 2 7 9 8 3 b e 1 0 K 27983be 10K 86 Trading account securities sold but not yet purchased 36,143 $ 36,143 — $ — 14,983,707 $ 14,429,336 $ 15,558 Year ended December 31, 2018 Assets: Fixed maturity securities available for sale: Asset-backed securities $ — — — — — — — 9,053 6,505 15,558 — (In thousands) December 31, 2019 Assets: Fixed maturity securities available for sale: U.S. government and government agency Total Level 1 Level 2 Level 3 $ 786,931 $ — $ 786,931 $ Total fixed maturity securities available for sale State and municipal Mortgage-backed securities Asset-backed securities Corporate Foreign government Equity securities: Common stocks Preferred stocks Total equity securities Arbitrage trading account Total Liabilities: State and municipal Mortgage-backed securities Asset-backed securities Corporate Foreign government Equity securities: Common stocks Preferred stocks Total equity securities Arbitrage trading account Total Liabilities: December 31, 2018 Assets: Fixed maturity securities available for sale: U.S. government and government agency Total fixed maturity securities available for sale 3,895,632 1,625,594 2,790,630 4,156,415 847,076 14,102,278 166,805 313,815 480,620 400,809 3,872,598 1,594,546 2,438,747 4,111,311 808,735 13,528,177 98,192 180,814 279,006 452,548 157,752 157,752 381,061 538,813 $ $ — — — — — — — — — — — — — 89,596 — 89,596 353,335 3,895,632 1,625,594 2,790,630 4,156,415 847,076 14,102,278 — 307,310 307,310 19,748 3,872,598 1,594,546 2,438,648 4,111,311 808,735 13,528,078 — 176,869 176,869 81,905 14,259,731 $ 442,931 $ 13,786,852 $ $ 702,240 $ — $ 702,240 $ $ $ $ $ 78 — — — 99 — — 99 8,596 3,945 12,541 17,308 29,948 Trading account securities sold but not yet purchased 38,120 $ 37,327 $ — $ 793 Beginning Balance Earnings (Losses) Other Comprehensive Income (Losses) Impairments Purchases Sales Paydowns/ Maturities Transfers In / Out Ending Balance Gains (Losses) Included in: (In thousands) Year ended December 31, 2019 Assets: Fixed maturity securities available for sale: Asset-backed securities $ $ 99 99 (26) $ (26) Total Equity securities: Common stocks Preferred stocks Total Arbitrage trading account Total Liabilities: Trading account securities sold but not yet purchased 8,596 2,005 3,945 12,541 17,308 $ 29,948 (42) 1,963 (8,731) $ (6,794) $ 61 61 — — — 61 $ $ — $ — — $ — (134) $ (134) — $ — — $ — — — — — (1,548) — — 9,053 — 2,602 — 2,602 14,767 — — $ 17,369 — (1,548) (38,233) $(39,915) $ — — — — 14,889 — — $ 14,889 6,505 15,558 — $ 15,558 $ 793 $ 133 $ — $ — $ 7,609 $ (8,535) $ — $ — $ — $ 172 172 (2) $ (2) 9,370 10,843 20,213 — $ 20,385 $ (548) 100 (448) (6) (456) $ 46 46 — — — 46 $ $ — $ — — $ — (117) $ (117) — $ — — $ — 99 99 — — — — — — 11,523 — $ 11,523 (227) (6,998) (7,225) (11) $ (7,353) $ 1 — — — 1 — — 5,802 — $ 5,803 8,596 3,945 12,541 17,308 $ 29,948 Total Equity securities: Common stocks Preferred stocks Total Arbitrage trading account Total Liabilities: Trading account securities sold but not yet purchased $ — $ (67) $ — $ — $ 860 $ — $ — $ — $ 793 For the year ended December 31, 2019, there were two common stocks transferred into Level 3 in the arbitrage trading account where publicly traded prices were no longer available, and both were sold by year end. For the year ended December 31, 2018, one common stock in the arbitrage trading account was transferred into Level 3 and one common stock was transferred out of Level 3. In the case of the transfer into Level 3, a publicly traded price was no longer available and in the case of the transfer out, a publicly traded price became available. 79 86 27983be 10K 27983be_10K.indd 86 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 6 8 2/26/20 12:08 PM The most commonly used claim count method is by event. Most of the Company's operating units use the number of events to define and quantify the number of claims. However, in certain lines of business, where it is common for multiple parties to claim damages arising from a single event, an operating unit may quantify claims on the basis of the number of separate parties involved in an event. This may be the case with businesses writing substantial automobile or transportation exposure. Claim counts for assumed reinsurance will vary based on whether the business is written on a facultative or treaty basis. Further variability as respects treaty claim counts may be reflective of the nature of the treaty, line of business coverage, and type of participation such as quota share or excess of loss contracts. Accordingly, the claim counts have been excluded from the below Reinsurance & Monoline Excess segment tables due to this variability. The claim count information set forth in the tables presented below may not provide an accurate reflection of ultimate loss payouts by product line. The following tables present undiscounted incurred and paid claims development as of December 31, 2019, net of reinsurance, as well as cumulative claim frequency and the total of incurred but not reported liabilities (IB(cid:1)R). The information about incurred and paid claims development for the years ended December 31, 2010 to 2018 is presented as supplementary information. To enhance the comparability of the loss development data, the Company has removed the impact of foreign exchange rate movements by using the December 31, 2019 exchange rate for all periods. Beginning with accident year 2012, the Company's U.K. and European insurance business is included in the Insurance segment's tables for Other Liability, Professional Liability, Commercial Automobile and Short-Tail Lines. Prior to 2012, the actuarial analysis for its U.K. and European insurance business was performed on an underwriting year basis and accident year data is not available for those years. 8 7 2 7 9 8 3 b e 1 0 K 27983be 10K 87 (13) Reserves for Losses and Loss Expenses The Company's reserves for losses and loss expenses are comprised of case reserves and incurred but not reported liabilities (IB(cid:1)R). When a claim is reported, a case reserve is established for the estimated ultimate payment based upon known information about the claim. As more information about the claim becomes available over time, case reserves are adjusted up or down as appropriate. Reserves are also established on an aggregate basis to provide for IB(cid:1)R liabilities and expected loss reserve development on reported claims. Loss reserves included in the Company’s financial statements represent management’s best estimates based upon an actuarially derived point estimate and other considerations. The Company uses a variety of actuarial techniques and methods to derive an actuarial point estimate for each operating unit. These methods may include paid loss development, incurred loss development, paid and incurred Bornhuetter-Ferguson methods and frequency and severity methods. In circumstances where one actuarial method is considered more credible than the others, that method is used to set the point estimate. The actuarial point estimate may also be based on a judgmental weighting of estimates produced from each of the methods considered. Industry loss experience is used to supplement the Company’s own data in selecting “tail factors” in areas where the Company’s own data is limited. The actuarial data is analyzed by line of business, coverage and accident or policy year, as appropriate, for each operating unit. The establishment of the actuarially derived loss reserve point estimate also includes consideration of qualitative factors that may affect the ultimate losses. These qualitative considerations include, among others, the impact of re-underwriting initiatives, changes in claims handling procedures, changes in the mix of business, changes in distribution sources and changes in policy terms and conditions. The key assumptions used to arrive at the best estimate of loss reserves are the expected loss ratios, rate of loss cost inflation, and reported and paid loss emergence patterns. Expected loss ratios represent management’s expectation of losses at the time the business is priced and written, before any actual claims experience has emerged. This expectation is a significant determinant of the estimate of loss reserves for recently written business where there is little paid or incurred loss data to consider. Expected loss ratios are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost trends and known changes in the type of risks underwritten. Expected loss ratios are estimated for each key line of business within each operating unit. Expected loss cost inflation is particularly important for the long-tail lines, such as excess casualty, and claims with a high medical component, such as workers’ compensation. Reported and paid loss emergence patterns are used to project current reported or paid loss amounts to their ultimate settlement value. Loss development factors are based on the historical emergence patterns of paid and incurred losses, and are derived from the Company’s own experience and industry data. The paid loss emergence pattern is also significant to excess and assumed workers’ compensation reserves because those reserves are discounted to their estimated present value based upon such estimated payout patterns. Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions described in our discussion of loss and loss expense reserves, including expected loss ratios, rate of loss cost inflation and reported and paid loss emergence patterns. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Factors affecting loss frequency include the effectiveness of loss controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include changes in policy limits, retentions, rate of inflation and judicial interpretations. Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects our ability to accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags) as well as the amount of reserves needed for incurred but not reported losses (less IB(cid:1)R is required for lines with short reporting lags). As a result, loss reserves for lines with short reporting lags are likely to have less variation from initial loss estimates. For lines with short reporting lags, which include commercial automobile, primary workers’ compensation, other liability (claims-made) and property business, the key assumption is the loss emergence pattern used to project ultimate loss estimates from known losses paid or reported to date. For lines of business with long reporting lags, which include other liability (occurrence), products liability, excess workers’ compensation and liability reinsurance, the key assumption is the expected loss ratio since there is often little paid or incurred loss data to consider. Historically, the Company has experienced less variation from its initial loss estimates for lines of businesses with short reporting lags than for lines of business with long reporting lags. The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and adjusted, to the extent necessary, to reflect the latest reported loss data, current trends and other factors observed. A claim may be defined as an event, as a claimant (number of parties claiming damages from an event) or by exposure type (e.g., an event may give rise to two parties, each claiming loss for bodily injury and property damage). 80 87 27983be 10K 27983be_10K.indd 87 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 7 8 2/26/20 12:08 PM 81 8 8 2 7 9 8 3 b e 1 0 K 27983be 10K 88 (13) Reserves for Losses and Loss Expenses The Company's reserves for losses and loss expenses are comprised of case reserves and incurred but not reported liabilities (IB(cid:1)R). When a claim is reported, a case reserve is established for the estimated ultimate payment based upon known information about the claim. As more information about the claim becomes available over time, case reserves are adjusted up or down as appropriate. Reserves are also established on an aggregate basis to provide for IB(cid:1)R liabilities and expected loss reserve development on reported claims. Loss reserves included in the Company’s financial statements represent management’s best estimates based upon an actuarially derived point estimate and other considerations. The Company uses a variety of actuarial techniques and methods to derive an The most commonly used claim count method is by event. Most of the Company's operating units use the number of events to define and quantify the number of claims. However, in certain lines of business, where it is common for multiple parties to claim damages arising from a single event, an operating unit may quantify claims on the basis of the number of separate parties involved in an event. This may be the case with businesses writing substantial automobile or transportation exposure. Claim counts for assumed reinsurance will vary based on whether the business is written on a facultative or treaty basis. Further variability as respects treaty claim counts may be reflective of the nature of the treaty, line of business coverage, and type of participation such as quota share or excess of loss contracts. Accordingly, the claim counts have been excluded from the below Reinsurance & Monoline Excess segment tables due to this variability. actuarial point estimate for each operating unit. These methods may include paid loss development, incurred loss development, paid The claim count information set forth in the tables presented below may not provide an accurate reflection of ultimate loss and incurred Bornhuetter-Ferguson methods and frequency and severity methods. In circumstances where one actuarial method is payouts by product line. The following tables present undiscounted incurred and paid claims development as of December 31, 2019, net of reinsurance, as well as cumulative claim frequency and the total of incurred but not reported liabilities (IB(cid:1)R). The information about incurred and paid claims development for the years ended December 31, 2010 to 2018 is presented as supplementary information. To enhance the comparability of the loss development data, the Company has removed the impact of foreign exchange rate movements by using the December 31, 2019 exchange rate for all periods. Beginning with accident year 2012, the Company's U.K. and European insurance business is included in the Insurance segment's tables for Other Liability, Professional Liability, Commercial Automobile and Short-Tail Lines. Prior to 2012, the actuarial analysis for its U.K. and European insurance business was performed on an underwriting year basis and accident year data is not available for those years. considered more credible than the others, that method is used to set the point estimate. The actuarial point estimate may also be based on a judgmental weighting of estimates produced from each of the methods considered. Industry loss experience is used to supplement the Company’s own data in selecting “tail factors” in areas where the Company’s own data is limited. The actuarial data is analyzed by line of business, coverage and accident or policy year, as appropriate, for each operating unit. The establishment of the actuarially derived loss reserve point estimate also includes consideration of qualitative factors that may affect the ultimate losses. These qualitative considerations include, among others, the impact of re-underwriting initiatives, changes in claims handling procedures, changes in the mix of business, changes in distribution sources and changes in policy terms and conditions. The key assumptions used to arrive at the best estimate of loss reserves are the expected loss ratios, rate of loss cost inflation, and reported and paid loss emergence patterns. Expected loss ratios represent management’s expectation of losses at the time the business is priced and written, before any actual claims experience has emerged. This expectation is a significant determinant of the estimate of loss reserves for recently written business where there is little paid or incurred loss data to consider. Expected loss ratios are generally derived from historical loss ratios adjusted for the impact of rate changes, loss cost trends and known changes in the type of risks underwritten. Expected loss ratios are estimated for each key line of business within each operating unit. Expected loss cost inflation is particularly important for the long-tail lines, such as excess casualty, and claims with a high medical component, such as workers’ compensation. Reported and paid loss emergence patterns are used to project current reported or paid loss amounts to their ultimate settlement value. Loss development factors are based on the historical emergence patterns of paid and incurred losses, and are derived from the Company’s own experience and industry data. The paid loss emergence pattern is also significant to excess and assumed workers’ compensation reserves because those reserves are discounted to their estimated present value based upon such estimated payout patterns. Loss frequency and severity are measures of loss activity that are considered in determining the key assumptions described in our discussion of loss and loss expense reserves, including expected loss ratios, rate of loss cost inflation and reported and paid loss emergence patterns. Loss frequency is a measure of the number of claims per unit of insured exposure, and loss severity is a measure of the average size of claims. Factors affecting loss frequency include the effectiveness of loss controls and safety programs and changes in economic activity or weather patterns. Factors affecting loss severity include changes in policy limits, retentions, rate of inflation and judicial interpretations. Another factor affecting estimates of loss frequency and severity is the loss reporting lag, which is the period of time between the occurrence of a loss and the date the loss is reported to the Company. The length of the loss reporting lag affects our ability to accurately predict loss frequency (loss frequencies are more predictable for lines with short reporting lags) as well as the amount of reserves needed for incurred but not reported losses (less IB(cid:1)R is required for lines with short reporting lags). As a result, loss reserves for lines with short reporting lags are likely to have less variation from initial loss estimates. For lines with short reporting lags, which include commercial automobile, primary workers’ compensation, other liability (claims-made) and property business, the key assumption is the loss emergence pattern used to project ultimate loss estimates from known losses paid or reported to date. For lines of business with long reporting lags, which include other liability (occurrence), products liability, excess workers’ compensation and liability reinsurance, the key assumption is the expected loss ratio since there is often little paid or incurred loss data to consider. Historically, the Company has experienced less variation from its initial loss estimates for lines of businesses with short reporting lags than for lines of business with long reporting lags. The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and adjusted, to the extent necessary, to reflect the latest reported loss data, current trends and other factors observed. A claim may be defined as an event, as a claimant (number of parties claiming damages from an event) or by exposure type (e.g., an event may give rise to two parties, each claiming loss for bodily injury and property damage). 80 81 88 27983be 10K 27983be_10K.indd 88 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 8 2/26/20 12:08 PM 8 9 2 7 9 8 3 b e 1 0 K Insurance Other Liability (In thousands) 27983be 10K 89 Workers' Compensation (In thousands) Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R Cumulative (cid:1)umber of Reported Claims Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R As of December 31, 2019 Cumulative (cid:1)umber of Reported Claims $612,467 $616,023 $589,921 $588,602 $575,528 $572,785 $ 571,637 $ 569,440 $ 564,873 $ 561,579 $ 19,742 — 665,420 671,537 657,679 656,976 651,973 647,091 643,195 632,382 — 691,803 700,539 701,144 707,326 711,287 721,460 715,996 — 750,054 790,314 782,260 782,039 802,908 809,250 — 847,034 848,641 846,644 851,044 863,899 642,774 714,020 803,856 870,017 22,746 32,727 49,079 83,500 — — — — — — 951,028 986,655 961,441 964,598 966,662 134,615 — — — — — 1,018,009 1,010,984 1,019,893 1,031,150 245,835 — — — — 1,066,362 1,100,127 1,122,209 377,307 — — — 1,104,631 1,131,202 606,500 — — 1,237,276 937,110 $ 9,080,745 — — — — — — — — — — — — — — — — — — — — — Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 45,194 $128,948 $246,647 $334,054 $414,945 $459,478 $ 489,077 $ 506,283 $ 522,939 $ 531,085 — 48,830 141,192 265,071 377,769 469,004 522,369 554,152 573,236 — — — — — — — — — 57,568 157,316 298,095 415,890 511,601 578,617 620,507 — — — — — — — — 63,293 188,240 330,928 471,648 587,102 647,891 — — — — — — — 78,921 190,876 338,365 480,418 594,488 — — — — — — 82,712 210,773 382,185 538,071 — — — — — — — — 69,477 208,991 390,231 — — — 80,037 255,849 — — 86,858 — 591,990 651,000 693,306 680,436 676,037 558,539 453,389 264,392 88,260 $ 5,188,434 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 106,200 Reserves for loss and loss adjustment expenses, net of reinsurance $ 3,998,511 $352,138 $355,305 $411,527 $420,604 $426,622 $429,952 $429,762 $427,698 $ 424,374 $ 424,195 $ 13,552 — 413,429 444,887 457,134 470,026 472,087 474,076 475,729 471,471 — 501,681 501,810 503,956 503,863 509,167 512,707 508,169 473,766 506,730 541,926 604,029 626,431 660,508 17,276 24,736 29,205 44,633 60,862 71,710 — 552,570 547,295 546,995 543,238 547,000 542,274 — 639,436 637,307 627,767 617,242 615,435 — 712,800 690,525 650,997 641,169 — 702,716 696,339 684,700 — — — — — — — — — — — — — 762,093 733,505 689,559 107,981 — — — 778,964 724,463 153,587 — — 783,244 372,381 $ 6,034,851 45 46 48 53 57 58 57 57 55 50 22 23 23 25 26 25 25 25 23 20 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $108,675 $215,882 $281,280 $320,154 $344,631 $362,078 $374,013 $382,665 $ 388,405 $ 392,672 — 106,899 236,207 309,509 355,909 385,759 408,304 420,945 428,811 — 115,536 255,063 339,560 387,368 419,588 437,196 451,991 — 117,900 277,538 363,028 414,160 447,894 466,580 — 148,405 319,743 412,611 471,235 503,915 — — — — — — 139,320 323,744 421,734 477,541 — — — — — 142,998 338,835 446,072 — — — — 153,456 362,299 — — — 171,006 — — Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 193,837 Reserves for loss and loss adjustment expenses, net of reinsurance $ 1,870,968 436,905 459,119 479,104 521,141 512,933 504,850 468,817 397,464 184,715 $ 4,357,720 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 82 89 27983be 10K 27983be_10K.indd 89 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 9 8 2/26/20 12:08 PM 83 Insurance Other Liability (In thousands) 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 27983be 10K 90 9 0 2 7 9 8 3 b e 1 0 K Workers' Compensation (In thousands) Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R Cumulative (cid:1)umber of Reported Claims Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R Cumulative (cid:1)umber of Reported Claims $612,467 $616,023 $589,921 $588,602 $575,528 $572,785 $ 571,637 $ 569,440 $ 564,873 $ 561,579 $ 19,742 — 665,420 671,537 657,679 656,976 651,973 647,091 643,195 632,382 — 691,803 700,539 701,144 707,326 711,287 721,460 715,996 — 750,054 790,314 782,260 782,039 802,908 809,250 — 847,034 848,641 846,644 851,044 863,899 642,774 714,020 803,856 870,017 22,746 32,727 49,079 83,500 — — — — — — 951,028 986,655 961,441 964,598 966,662 134,615 — — — — — 1,018,009 1,010,984 1,019,893 1,031,150 245,835 — — — — 1,066,362 1,100,127 1,122,209 377,307 — — — 1,104,631 1,131,202 606,500 — — 1,237,276 937,110 $ 9,080,745 22 23 23 25 26 25 25 25 23 20 Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 45,194 $128,948 $246,647 $334,054 $414,945 $459,478 $ 489,077 $ 506,283 $ 522,939 $ 531,085 — 48,830 141,192 265,071 377,769 469,004 522,369 554,152 573,236 — 57,568 157,316 298,095 415,890 511,601 578,617 620,507 — 63,293 188,240 330,928 471,648 587,102 647,891 — 78,921 190,876 338,365 480,418 594,488 — — — — — — 82,712 210,773 382,185 538,071 — — — — — — — — 69,477 208,991 390,231 — — — 80,037 255,849 — — 86,858 — Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 106,200 Reserves for loss and loss adjustment expenses, net of reinsurance $ 3,998,511 591,990 651,000 693,306 680,436 676,037 558,539 453,389 264,392 88,260 $ 5,188,434 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total $352,138 $355,305 $411,527 $420,604 $426,622 $429,952 $429,762 $427,698 $ 424,374 $ 424,195 $ 13,552 — 413,429 444,887 457,134 470,026 472,087 474,076 475,729 471,471 — 501,681 501,810 503,956 503,863 509,167 512,707 508,169 — 552,570 547,295 546,995 543,238 547,000 542,274 — 639,436 637,307 627,767 617,242 615,435 — 712,800 690,525 650,997 641,169 — 702,716 696,339 684,700 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 762,093 733,505 689,559 107,981 — — — 778,964 724,463 153,587 — — 783,244 372,381 $ 6,034,851 473,766 506,730 541,926 604,029 626,431 660,508 17,276 24,736 29,205 44,633 60,862 71,710 Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $108,675 $215,882 $281,280 $320,154 $344,631 $362,078 $374,013 $382,665 $ 388,405 $ 392,672 — 106,899 236,207 309,509 355,909 385,759 408,304 420,945 428,811 — — — — — — — — — 115,536 255,063 339,560 387,368 419,588 437,196 451,991 — — — — — — — — 117,900 277,538 363,028 414,160 447,894 466,580 — — — — — — — 148,405 319,743 412,611 471,235 503,915 — — — — — — 139,320 323,744 421,734 477,541 — — — — — 142,998 338,835 446,072 — — — — 153,456 362,299 — — — 171,006 — — 436,905 459,119 479,104 521,141 512,933 504,850 468,817 397,464 184,715 $ 4,357,720 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 193,837 Reserves for loss and loss adjustment expenses, net of reinsurance $ 1,870,968 82 83 90 27983be 10K 27983be_10K.indd 90 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 45 46 48 53 57 58 57 57 55 50 K 0 1 e b 3 8 9 7 2 0 9 2/26/20 12:08 PM 27983be 10K 91 9 1 2 7 9 8 3 b e 1 0 K Professional Liability (In thousands) Commercial Automobile (In thousands) $147,632 $165,689 $179,344 $177,951 $176,653 $172,493 $174,796 $177,757 $ 182,717 $ 182,860 $ 62 — 179,818 165,291 187,074 189,988 176,936 173,309 176,606 175,689 — 238,978 242,541 265,690 251,230 239,458 245,945 244,730 — 269,993 248,080 243,887 249,797 271,469 280,018 — 253,992 247,373 260,498 244,454 239,982 — 260,216 258,780 275,608 276,842 — 311,099 325,241 361,996 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 333,758 332,864 339,021 112,457 — — — 335,728 322,952 168,475 — — 337,228 259,157 $ 2,843,002 176,230 245,338 285,262 258,781 292,401 402,929 2,187 7,091 14,062 26,194 37,634 56,934 Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R Cumulative (cid:1)umber of Reported Claims Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R 4 4 5 6 6 7 8 9 9 9 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total $310,591 $320,098 $330,224 $328,901 $332,748 $331,615 $330,586 $330,297 $ 329,976 $ 329,768 $ — 312,224 320,920 328,320 331,732 341,394 341,200 342,094 343,566 — 314,309 326,831 342,588 355,609 364,084 364,328 366,541 — 327,514 349,136 368,894 376,860 367,264 366,822 — 363,913 385,251 418,161 416,123 413,589 — 389,660 417,053 423,180 431,376 — — — — — 431,261 430,911 442,210 — — — — 430,768 428,708 — 442,788 — — — — 483,206 162,432 $ 4,070,528 As of December 31, 2019 Cumulative (cid:1)umber of Reported Claims 144 964 807 1,592 4,385 7,808 18,162 31,607 67,700 343,433 365,806 365,953 413,424 432,415 443,268 430,499 462,756 37 37 37 39 42 46 45 41 40 37 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 14,806 $ 58,851 $108,438 $129,619 $144,336 $160,466 $164,894 $171,206 $ 178,756 $ 179,865 — 18,726 62,305 102,898 134,253 150,487 158,678 166,949 168,526 — — — — — — — — — 21,697 86,734 128,245 159,285 190,584 214,821 223,988 — — — — — — — — 23,939 63,951 119,567 177,525 207,020 249,005 — — — — — — — 19,446 83,694 138,678 176,134 199,337 — — — — — — 20,415 85,470 139,835 187,664 — — — — — 28,631 102,661 201,854 — — — — 36,579 96,456 — — — — 28,231 — 170,205 232,160 258,394 216,228 216,575 255,841 163,003 99,789 31,790 $ 1,823,850 For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $136,029 $208,790 $263,639 $295,355 $313,262 $324,997 $326,804 $327,240 $ 327,863 $ 328,006 — 135,350 211,756 262,685 296,370 321,814 333,987 338,325 340,360 — 136,844 215,214 273,446 312,342 344,326 355,631 360,681 — 142,929 218,596 267,253 322,441 343,556 353,424 — 155,572 237,665 328,125 365,376 394,063 — 160,024 265,083 324,976 370,037 — — — — — 184,516 279,381 341,423 — — — — 180,755 267,587 — — — 180,162 — — 340,799 361,755 362,152 402,013 397,666 390,359 327,135 281,651 185,344 $ 3,376,880 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 15,104 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 4,313 Reserves for loss and loss adjustment expenses, net of reinsurance $ 1,034,256 Reserves for loss and loss adjustment expenses, net of reinsurance $ 697,961 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 84 91 27983be 10K 27983be_10K.indd 91 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 9 2/26/20 12:08 PM 85 9 2 2 7 9 8 3 b e 1 0 K 27983be 10K 92 Professional Liability (In thousands) Commercial Automobile (In thousands) Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R Cumulative (cid:1)umber of Reported Claims Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R Cumulative (cid:1)umber of Reported Claims 144 964 807 1,592 4,385 7,808 18,162 31,607 67,700 — — 483,206 162,432 $ 4,070,528 $310,591 $320,098 $330,224 $328,901 $332,748 $331,615 $330,586 $330,297 $ 329,976 $ 329,768 $ — — — — — — 442,788 — — — — — — — — — — — — — — — — 430,768 428,708 — — — — — — — — — — — — — — — — 431,261 430,911 442,210 — 389,660 417,053 423,180 431,376 — 363,913 385,251 418,161 416,123 413,589 — 327,514 349,136 368,894 376,860 367,264 366,822 — 314,309 326,831 342,588 355,609 364,084 364,328 366,541 — 312,224 320,920 328,320 331,732 341,394 341,200 342,094 343,566 343,433 365,806 365,953 413,424 432,415 443,268 430,499 462,756 $147,632 $165,689 $179,344 $177,951 $176,653 $172,493 $174,796 $177,757 $ 182,717 $ 182,860 $ 62 — 179,818 165,291 187,074 189,988 176,936 173,309 176,606 175,689 — 238,978 242,541 265,690 251,230 239,458 245,945 244,730 176,230 245,338 285,262 258,781 292,401 402,929 2,187 7,091 14,062 26,194 37,634 56,934 — 269,993 248,080 243,887 249,797 271,469 280,018 — 253,992 247,373 260,498 244,454 239,982 — 260,216 258,780 275,608 276,842 — 311,099 325,241 361,996 — — — — — — — — 333,758 332,864 339,021 112,457 — — — 335,728 322,952 168,475 — — 337,228 259,157 $ 2,843,002 4 4 5 6 6 7 8 9 9 9 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — For the Year Ended December 31, Unaudited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 14,806 $ 58,851 $108,438 $129,619 $144,336 $160,466 $164,894 $171,206 $ 178,756 $ 179,865 — 18,726 62,305 102,898 134,253 150,487 158,678 166,949 168,526 — 21,697 86,734 128,245 159,285 190,584 214,821 223,988 — 23,939 63,951 119,567 177,525 207,020 249,005 — 19,446 83,694 138,678 176,134 199,337 — 20,415 85,470 139,835 187,664 — — — — — 28,631 102,661 201,854 — — — — 36,579 96,456 — — — — 28,231 — 170,205 232,160 258,394 216,228 216,575 255,841 163,003 99,789 31,790 $ 1,823,850 Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $136,029 $208,790 $263,639 $295,355 $313,262 $324,997 $326,804 $327,240 $ 327,863 $ 328,006 — 135,350 211,756 262,685 296,370 321,814 333,987 338,325 340,360 — — — — — — — — — 136,844 215,214 273,446 312,342 344,326 355,631 360,681 — — — — — — — — 142,929 218,596 267,253 322,441 343,556 353,424 — — — — — — — 155,572 237,665 328,125 365,376 394,063 — — — — — — 160,024 265,083 324,976 370,037 — — — — — 184,516 279,381 341,423 — — — — 180,755 267,587 — — — 180,162 — — 340,799 361,755 362,152 402,013 397,666 390,359 327,135 281,651 185,344 $ 3,376,880 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 15,104 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 4,313 Reserves for loss and loss adjustment expenses, net of reinsurance $ 1,034,256 Reserves for loss and loss adjustment expenses, net of reinsurance $ 697,961 84 85 92 27983be 10K 27983be_10K.indd 92 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 37 37 37 39 42 46 45 41 40 37 K 0 1 e b 3 8 9 7 2 2 9 2/26/20 12:08 PM 27983be 10K 93 9 3 2 7 9 8 3 b e 1 0 K Short-tail lines (In thousands) Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R Cumulative (cid:1)umber of Reported Claims $385,319 $370,080 $358,254 $355,602 $345,937 $346,380 $346,493 $346,074 $ 345,777 $ 345,546 $ — 478,520 471,678 463,253 460,030 457,182 450,325 449,529 451,410 — 529,564 537,716 538,141 533,491 507,509 506,464 508,354 — 576,784 586,382 577,353 553,680 552,192 548,673 — 707,121 712,320 664,718 663,342 664,169 233 649 2,229 3,405 4,366 10,676 12,383 18,189 33,738 451,064 507,416 546,766 664,416 718,506 758,881 748,451 750,780 19 21 28 30 34 37 40 46 52 42 — — — — — — 743,454 731,950 728,186 726,748 — — — — — 773,945 777,270 764,278 — — — — 753,512 753,803 — 760,474 — — — — 726,820 168,528 $ 6,218,646 — — — — — — — — — — — — — — — — — — — — — Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $245,037 $325,163 $337,688 $346,622 $340,066 $342,773 $343,899 $344,887 $ 344,908 $ 344,989 — 303,016 417,730 436,718 440,937 445,234 446,944 447,538 450,352 — — — — — — — — — 281,830 454,731 504,954 515,520 498,207 499,355 503,614 — — — — — — — — 314,122 488,140 536,630 531,474 538,304 539,553 — — — — — — — 372,670 599,119 613,530 632,796 648,072 — — — — — — 395,440 612,369 668,012 690,037 — — — — — 417,424 671,219 712,815 — — — — 445,560 690,029 — — — 415,206 — — 450,439 504,342 540,158 655,332 699,770 728,122 718,949 662,185 405,213 $ 5,709,499 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 1,019 Reserves for loss and loss adjustment expenses, net of reinsurance $ 510,166 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Reinsurance & Monoline Excess Casualty (In thousands) 14,322 16,563 17,481 25,073 34,043 43,622 51,973 85,671 109,087 196,623 Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R $290,438 $298,265 $288,146 $276,049 $265,455 $256,271 $ 252,900 $ 250,596 $ 249,599 $ 249,472 $ — 290,770 309,836 304,352 299,244 307,969 304,780 296,280 292,762 — 331,991 335,867 330,882 325,224 333,982 336,492 334,588 — 319,491 270,382 275,539 285,032 293,686 299,224 — 320,579 320,226 319,573 331,339 325,497 — 259,922 232,272 230,856 252,959 — — — — — 241,533 253,501 246,019 — — — — 232,010 221,769 — — — 222,100 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 17,814 $ 45,338 $ 76,845 $105,912 $128,476 $150,665 $166,361 $181,857 $ 191,532 $ 198,822 — 17,812 52,231 97,476 133,808 169,219 192,724 208,347 220,566 — 22,329 62,037 111,538 152,590 187,196 219,637 241,318 — 28,910 63,718 110,306 144,405 178,174 205,716 — 21,280 68,992 115,873 155,207 198,196 — 17,866 48,445 91,198 141,348 — — — — — 19,895 61,787 100,262 — — — — 16,473 40,138 — — — — 11,092 — Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 383,199 Reserves for loss and loss adjustment expenses, net of reinsurance $ 1,556,057 299,130 331,270 303,568 324,941 293,718 268,508 239,788 211,227 237,412 $ 2,759,034 232,452 257,010 226,083 227,684 178,657 140,411 69,465 41,018 14,574 $ 1,586,176 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 86 93 27983be 10K 27983be_10K.indd 93 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 3 9 2/26/20 12:08 PM 87 Short-tail lines (In thousands) As of December 31, 2019 Cumulative (cid:1)umber of Reported Claims 233 649 2,229 3,405 4,366 10,676 12,383 18,189 33,738 451,064 507,416 546,766 664,416 718,506 758,881 748,451 750,780 19 21 28 30 34 37 40 46 52 42 — 743,454 731,950 728,186 726,748 — — — — — 773,945 777,270 764,278 — — — — 753,512 753,803 — 760,474 — — — — 726,820 168,528 $ 6,218,646 Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R $385,319 $370,080 $358,254 $355,602 $345,937 $346,380 $346,493 $346,074 $ 345,777 $ 345,546 $ — 478,520 471,678 463,253 460,030 457,182 450,325 449,529 451,410 — 529,564 537,716 538,141 533,491 507,509 506,464 508,354 — 576,784 586,382 577,353 553,680 552,192 548,673 — 707,121 712,320 664,718 663,342 664,169 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $245,037 $325,163 $337,688 $346,622 $340,066 $342,773 $343,899 $344,887 $ 344,908 $ 344,989 — 303,016 417,730 436,718 440,937 445,234 446,944 447,538 450,352 — 281,830 454,731 504,954 515,520 498,207 499,355 503,614 — 314,122 488,140 536,630 531,474 538,304 539,553 — 372,670 599,119 613,530 632,796 648,072 — 395,440 612,369 668,012 690,037 — — — — — 417,424 671,219 712,815 — — — — 445,560 690,029 — — — 415,206 — — 450,439 504,342 540,158 655,332 699,770 728,122 718,949 662,185 405,213 $ 5,709,499 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 1,019 Reserves for loss and loss adjustment expenses, net of reinsurance $ 510,166 27983be 10K 94 9 4 2 7 9 8 3 b e 1 0 K Reinsurance & Monoline Excess Casualty (In thousands) Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R $290,438 $298,265 $288,146 $276,049 $265,455 $256,271 $ 252,900 $ 250,596 $ 249,599 $ 249,472 $ — 290,770 309,836 304,352 299,244 307,969 304,780 296,280 292,762 — — — — — — — — — 331,991 335,867 330,882 325,224 333,982 336,492 334,588 — — — — — — — — 319,491 270,382 275,539 285,032 293,686 299,224 — — — — — — — 320,579 320,226 319,573 331,339 325,497 — — — — — — 259,922 232,272 230,856 252,959 — — — — — 241,533 253,501 246,019 — — — — 232,010 221,769 — — — 222,100 — — 299,130 331,270 303,568 324,941 293,718 268,508 239,788 211,227 237,412 $ 2,759,034 14,322 16,563 17,481 25,073 34,043 43,622 51,973 85,671 109,087 196,623 Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 17,814 $ 45,338 $ 76,845 $105,912 $128,476 $150,665 $166,361 $181,857 $ 191,532 $ 198,822 — 17,812 52,231 97,476 133,808 169,219 192,724 208,347 220,566 — — — — — — — — — 22,329 62,037 111,538 152,590 187,196 219,637 241,318 — — — — — — — — 28,910 63,718 110,306 144,405 178,174 205,716 — — — — — — — 21,280 68,992 115,873 155,207 198,196 — — — — — — 17,866 48,445 91,198 141,348 — — — — — 19,895 61,787 100,262 — — — — 16,473 40,138 — — — — 11,092 — 232,452 257,010 226,083 227,684 178,657 140,411 69,465 41,018 14,574 $ 1,586,176 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 383,199 Reserves for loss and loss adjustment expenses, net of reinsurance $ 1,556,057 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 86 87 94 27983be 10K 27983be_10K.indd 94 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 4 9 2/26/20 12:08 PM 27983be 10K 95 9 5 2 7 9 8 3 b e 1 0 K Monoline Excess (In thousands) Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited Property (In thousands) As of December 31, 2019 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R $135,639 $123,497 $120,272 $118,712 $102,424 $104,732 $100,065 $ 94,986 $ 95,374 $ 99,944 $ — 88,650 93,993 98,051 89,031 85,299 83,850 78,246 74,109 — — — — — — — — — 72,366 73,230 73,670 73,653 72,441 67,878 69,361 — — — — — — — — 63,995 50,355 46,025 42,419 38,551 35,120 — — — — — — — 63,561 57,558 49,478 45,758 41,671 — — — — — — 69,977 57,897 50,099 45,115 — — — — — 72,657 70,281 71,404 — — — — 76,701 80,508 — — — — 77,820 — 72,091 67,205 31,752 42,541 39,682 64,957 70,749 72,505 78,929 $ 640,355 Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 2,867 $ 4,003 $ 5,571 $ 8,701 $ 11,260 $ 11,699 $ 14,261 $ 18,821 $ 22,355 $ 28,431 15,731 14,075 11,249 12,626 15,347 19,040 23,676 29,999 36,930 48,526 — — — — — — — — — 2,593 — — — — — — — — 4,848 1,127 — — — — — — — 6,395 14,042 15,684 18,638 20,164 21,463 6,097 10,815 11,167 13,234 15,738 17,982 647 1,897 — — — — — — 377 — — — — — 2,158 1,729 2,069 — — — — 3,008 3,354 2,481 2,498 — — — 3,396 4,175 3,272 4,783 6,282 — — 23,686 20,004 5,349 7,595 4,416 5,928 4,418 5,808 4,099 5,573 12,810 15,356 6,141 — 8,230 6,241 $ 125,236 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 765,323 Reserves for loss and loss adjustment expenses, net of reinsurance $1,280,442 88 95 27983be 10K 27983be_10K.indd 95 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 208 490 1,032 643 1,685 2,478 4,891 11,224 19,159 52,334 Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R $ 58,367 $ 55,399 $ 52,306 $ 51,186 $ 51,230 $ 50,694 $ 50,571 $ 50,398 $ 50,630 $ 50,362 $ — 95,201 87,837 84,914 86,326 84,791 84,522 84,246 84,651 — 103,833 94,661 86,330 85,334 83,814 83,822 84,746 — 141,563 112,684 114,123 111,945 112,579 111,895 109,699 — 113,126 96,636 97,279 100,011 99,250 — 127,259 117,563 131,755 130,391 — — — — — 168,129 174,570 181,757 — — — — 206,672 200,510 — — — 108,342 — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 23,424 $ 37,483 $ 42,153 $ 43,634 $ 44,550 $ 46,141 $ 48,745 $ 49,001 $ 49,749 $ — 31,402 58,702 73,142 75,778 78,357 81,560 82,094 83,169 — 15,663 51,641 64,098 70,524 77,412 78,971 81,673 — 36,578 74,573 92,619 101,539 104,326 106,045 107,606 — 38,803 66,869 82,172 88,317 91,452 — 53,477 89,153 109,090 118,603 — — — — — 78,936 133,576 157,491 — — — — 72,132 141,389 — — — — 34,004 — Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 798 Reserves for loss and loss adjustment expenses, net of reinsurance $ 186,679 84,432 84,555 98,912 129,492 181,002 199,497 112,152 103,240 $ 1,153,343 49,690 83,250 82,541 93,160 122,621 168,605 171,745 65,193 23,051 $ 967,462 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total K 0 1 e b 3 8 9 7 2 5 9 2/26/20 12:08 PM 89 27983be 10K 96 9 6 2 7 9 8 3 b e 1 0 K Property (In thousands) As of December 31, 2019 Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited As of December 31, 2019 Monoline Excess (In thousands) Loss and Loss Expenses Incurred, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R $135,639 $123,497 $120,272 $118,712 $102,424 $104,732 $100,065 $ 94,986 $ 95,374 $ 99,944 $ — 88,650 93,993 98,051 89,031 85,299 83,850 78,246 74,109 — 72,366 73,230 73,670 73,653 72,441 67,878 69,361 — 63,995 50,355 46,025 42,419 38,551 35,120 — 63,561 57,558 49,478 45,758 41,671 72,091 67,205 31,752 42,541 39,682 64,957 70,749 72,505 78,929 $ 640,355 15,731 14,075 11,249 12,626 15,347 19,040 23,676 29,999 36,930 48,526 — 69,977 57,897 50,099 45,115 — — — — — 72,657 70,281 71,404 — — — — 76,701 80,508 — — — — 77,820 — 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 4,848 1,127 — — — — — — — — — — — — — — — — — — Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 2,867 $ 4,003 $ 5,571 $ 8,701 $ 11,260 $ 11,699 $ 14,261 $ 18,821 $ 22,355 $ 28,431 2,593 6,395 14,042 15,684 18,638 20,164 21,463 6,097 10,815 11,167 13,234 15,738 17,982 647 1,897 2,158 1,729 2,069 — — — — 3,008 3,354 2,481 2,498 — — — 3,396 4,175 3,272 4,783 6,282 — — 377 — — — — — 4,418 5,808 4,099 5,573 6,141 — 23,686 20,004 5,349 7,595 4,416 5,928 8,230 6,241 $ 125,236 12,810 15,356 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 765,323 Reserves for loss and loss adjustment expenses, net of reinsurance $ 1,280,442 Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total Accident Year 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Total — — — — — — — — — — — — — — — — 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 IB(cid:1)R $ 58,367 $ 55,399 $ 52,306 $ 51,186 $ 51,230 $ 50,694 $ 50,571 $ 50,398 $ 50,630 $ 50,362 $ — 95,201 87,837 84,914 86,326 84,791 84,522 84,246 84,651 — 103,833 94,661 86,330 85,334 83,814 83,822 84,746 84,432 84,555 — — — — — — — — 141,563 112,684 114,123 111,945 112,579 111,895 109,699 — — — — — — — 113,126 96,636 97,279 100,011 99,250 — — — — — — 127,259 117,563 131,755 130,391 — — — — — 168,129 174,570 181,757 — — — — 206,672 200,510 — — — 108,342 — — 98,912 129,492 181,002 199,497 112,152 103,240 $ 1,153,343 Cumulative Paid Claims and Claim Adjustment Expenses, (cid:1)et of Reinsurance For the Year Ended December 31, Unaudited 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 $ 23,424 $ 37,483 $ 42,153 $ 43,634 $ 44,550 $ 46,141 $ 48,745 $ 49,001 $ 49,749 $ — 31,402 58,702 73,142 75,778 78,357 81,560 82,094 83,169 49,690 83,250 82,541 — 15,663 51,641 64,098 70,524 77,412 78,971 81,673 — — — — — — — — 36,578 74,573 92,619 101,539 104,326 106,045 107,606 — — — — — — — 38,803 66,869 82,172 88,317 91,452 — — — — — — 53,477 89,153 109,090 118,603 — — — — — 78,936 133,576 157,491 — — — — 72,132 141,389 — — — — 34,004 — 93,160 122,621 168,605 171,745 65,193 23,051 $ 967,462 Reserves for loss and loss adjustment expenses before 2010, net of reinsurance 798 Reserves for loss and loss adjustment expenses, net of reinsurance $ 186,679 88 89 96 27983be 10K 27983be_10K.indd 96 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 208 490 1,032 643 1,685 2,478 4,891 11,224 19,159 52,334 K 0 1 e b 3 8 9 7 2 6 9 2/26/20 12:08 PM 27983be 10K 97 9 7 2 7 9 8 3 b e 1 0 K The reconciliation of the net incurred and paid claims development tables to the reserves for losses and loss expenses in the consolidated balance sheet is as follows: (In thousands) Undiscounted reserves for loss and loss expenses, net of reinsurance: Other liability Workers' compensation Professional liability Commercial automobile Short-tail lines Other Insurance Casualty Monoline excess Property Total undiscounted reserves for loss and loss expenses, net of reinsurance Reinsurance & Monoline Excess (In thousands) Due from reinsurers on unpaid claims: Other liability Workers' compensation Professional liability Commercial automobile Short-tail lines Other Insurance Casualty Monoline excess Property Reinsurance & Monoline Excess December 31, 2019 $ 3,998,511 1,870,968 1,034,256 697,961 510,166 92,495 8,204,357 1,556,057 1,280,442 186,679 3,023,178 $ 11,227,535 December 31, 2019 $ 518,759 300,966 509,828 24,486 243,333 46,197 1,643,569 113,332 38,384 89,966 241,682 Total due from reinsurers on unpaid claims $ 1,885,251 90 K 0 1 e b 3 8 9 7 2 7 9 2/26/20 12:08 PM 97 27983be 10K 27983be_10K.indd 97 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be The reconciliation of the net incurred and paid claims development tables to the reserves for losses and loss expenses in the consolidated balance sheet is as follows: (In thousands) Loss reserve discount: 9 8 2 7 9 8 3 b e 1 0 K December 31, 2019 3,998,511 1,870,968 1,034,256 697,961 510,166 92,495 8,204,357 1,556,057 1,280,442 186,679 3,023,178 Other liability Workers' compensation Professional liability Commercial automobile Short-tail lines Other Insurance Casualty Monoline excess Property Reinsurance & Monoline Excess Total loss reserve discount Total gross reserves for loss and loss expenses 27983be 10K 98 December 31, 2019 $ $ $ — (10,976) — — — — (10,976) (107,929) (410,632) — (518,561) (529,537) 12,583,249 Total undiscounted reserves for loss and loss expenses, net of reinsurance $ 11,227,535 The following is supplementary information regarding average historical claims duration as of December 31, 2019: (In thousands) Undiscounted reserves for loss and loss expenses, net of reinsurance: Other liability Workers' compensation Professional liability Commercial automobile Short-tail lines Other Insurance Casualty Monoline excess Property Reinsurance & Monoline Excess Other liability Workers' compensation Professional liability Commercial automobile Short-tail lines Other Insurance Casualty Monoline excess Property Reinsurance & Monoline Excess (In thousands) Due from reinsurers on unpaid claims: $ $ December 31, 2019 518,759 300,966 509,828 24,486 243,333 46,197 1,643,569 113,332 38,384 89,966 241,682 Total due from reinsurers on unpaid claims $ 1,885,251 Insurance Years Other liability Workers' compensation Professional liability Commercial automobile Short-tail lines Reinsurance & Monoline Excess Average Annual Percentage Payout of Incurred Claims by Age, (cid:1)et of Reinsurance 1 2 3 4 5 6 7 8 9 10 7.8% 23.1% 8.7% 39.3% 58.8% 14.4% 28.7% 21.6% 21.6% 30.9% 18.4% 15.8% 21.3% 15.5% 5.7% 16.6% 14.0% 9.3% 15.2% 10.8% 1.8% 6.0% 9.9% 6.8% 0.1% 8.6% 3.7% 8.9% 3.0% 0.5% 5.4% 2.7% 3.5% 1.4% 0.4% 3.4% 1.7% 2.6% 0.3% 0.4% 2.9% 1.5% 3.8% 0.2% —% 1.5% 1.0% 0.6% —% —% Years Casualty Monoline excess Property Average Annual Percentage Payout of Incurred Claims by Age, (cid:1)et of Reinsurance 1 2 3 4 5 6 7 8 9 10 6.8% 4.5% 12.3% 14.2% 13.1% 11.4% 3.9% 2.8% 34.9% 31.8% 14.6% 3.1% 5.9% 2.3% 3.6% 8.9% 3.1% 2.4% 6.2% 2.7% 2.6% 5.0% 3.1% 0.9% 3.9% 3.3% 0.8% 2.9% 6.1% —% 90 91 98 27983be 10K 27983be_10K.indd 98 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 9 2/26/20 12:08 PM 9 9 2 7 9 8 3 b e 1 0 K 27983be 10K 99 The table below provides a reconciliation of the beginning and ending reserve balances: (In thousands) (cid:1)et reserves at beginning of year (cid:1)et provision for losses and loss expenses: Claims occurring during the current year (1) Increase (decrease) in estimates for claims occurring in prior years (2) Loss reserve discount accretion Total (cid:1)et payments for claims: Current year Prior year Total Foreign currency translation (cid:1)et reserves at end of year Ceded reserve at end of year Gross reserves at end of year (cid:1)et change in premiums and losses occurring in prior years: (Increase) decrease in estimates for claims occurring in prior years (2) Retrospective premium adjustments for claims occurring in prior years (3) (cid:1)et favorable premium and reserve development on prior years 2019 2018 2017 $ 10,248,883 $ 10,056,914 $ 9,590,265 4,057,989 3,926,489 3,963,543 34,079 39,048 6,831 41,382 (5,165) 43,970 4,131,116 3,974,702 4,002,348 985,599 2,673,803 3,659,402 964,808 2,700,077 3,664,885 (22,599) (117,848) 10,697,998 1,885,251 10,248,883 1,717,565 1,027,405 2,562,550 3,589,955 54,256 10,056,914 1,613,494 12,583,249 $ 11,966,448 $ 11,670,408 (34,079) $ (6,831) $ 53,511 45,638 19,432 $ 38,807 $ 5,165 32,162 37,327 $ $ $ _______________________________________ (1) Claims occurring during the current year are net of loss reserve discounts of $20 million, $24 million and $22 million in 2019, 2018, and 2017, respectively. (2) The change in estimates for claims occurring in prior years is net of loss reserve discount. On an undiscounted basis, the estimates for claims occurring in prior years increased by $19 million in 2019, and decreased $4 million and $32 million in 2018 and 2017, respectively. (3) For certain retrospectively rated insurance polices and reinsurance agreements, changes in loss and loss expenses for prior years are offset by additional or return premiums. Favorable prior year development (net of additional and return premiums) was $19 million in 2019. Insurance - Reserves for the Insurance segment developed favorably by $21 million in 2019 (net of additional and return premiums). This overall favorable development resulted from more significant favorable development on workers’ compensation business, which was largely 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). 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. 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 92 K 0 1 e b 3 8 9 7 2 9 9 99 27983be 10K 27983be_10K.indd 99 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be The table below provides a reconciliation of the beginning and ending reserve balances: (In thousands) (cid:1)et reserves at beginning of year (cid:1)et provision for losses and loss expenses: Claims occurring during the current year (1) Increase (decrease) in estimates for claims occurring in prior years (2) Loss reserve discount accretion (cid:1)et payments for claims: Total Current year Prior year Total Foreign currency translation (cid:1)et reserves at end of year Ceded reserve at end of year Gross reserves at end of year 1 0 0 2 7 9 8 3 b e 1 0 K 2019 2018 2017 $ 10,248,883 $ 10,056,914 $ 9,590,265 4,057,989 3,926,489 3,963,543 34,079 39,048 6,831 41,382 (5,165) 43,970 4,131,116 3,974,702 4,002,348 985,599 2,673,803 3,659,402 964,808 2,700,077 3,664,885 (22,599) (117,848) 10,697,998 1,885,251 10,248,883 1,717,565 1,027,405 2,562,550 3,589,955 54,256 10,056,914 1,613,494 12,583,249 $ 11,966,448 $ 11,670,408 (cid:1)et change in premiums and losses occurring in prior years: (Increase) decrease in estimates for claims occurring in prior years (2) (34,079) $ (6,831) $ Retrospective premium adjustments for claims occurring in prior years (3) 53,511 45,638 (cid:1)et favorable premium and reserve development on prior years 19,432 $ 38,807 $ 5,165 32,162 37,327 (1) Claims occurring during the current year are net of loss reserve discounts of $20 million, $24 million and $22 million in 2019, _______________________________________ 2018, and 2017, respectively. (2) The change in estimates for claims occurring in prior years is net of loss reserve discount. On an undiscounted basis, the estimates for claims occurring in prior years increased by $19 million in 2019, and decreased $4 million and $32 million in 2018 (3) For certain retrospectively rated insurance polices and reinsurance agreements, changes in loss and loss expenses for prior years and 2017, respectively. are offset by additional or return premiums. Favorable prior year development (net of additional and return premiums) was $19 million in 2019. Insurance - Reserves for the Insurance segment developed favorably by $21 million in 2019 (net of additional and return premiums). This overall favorable development resulted from more significant favorable development on workers’ compensation business, which was largely 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). 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. 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 $ $ $ 27983be 10K 100 have seen evidence of social inflation in the form of higher jury awards on cases which go to trial, and corresponding higher demands from plaintiffs and higher values required to reach settlement on cases which 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. Reinsurance & Monoline Excess - Reserves for the Reinsurance & Monoline Excess segment developed unfavorably by $2 million in 2019. The unfavorable development in the segment was driven by non-proportional assumed liability business in both the U.S. and U.K., and was largely offset by favorable development on excess workers’ compensation business. 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. Favorable prior year development (net of additional and return premiums) was $39 million in 2018. Insurance - Reserves for the Insurance segment developed favorably by $19 million in 2018. The favorable development was primarily attributable to workers’ compensation business, and was partially offset by unfavorable development for professional liability business. For workers’ compensation, the favorable development was spread across many accident years, but was most significant in accident years 2015 through 2017. The favorable workers’ compensation development reflects a continuation during 2018 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). 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. Reported workers’ compensation losses in 2018 continued to be below our expectations at most of our operating units, and were below the assumptions underlying our previous reserve estimates. For professional liability business, adverse development was primarily related to unexpected large directors and officers (“D&O”) liability losses at one of our U.S. operating units, as well as lawyers professional liability losses at another operating unit. The adverse development stemmed primarily from accident years 2015 and 2016, and was driven by a higher frequency of large losses than we had experienced in previous years. Reinsurance & Monoline Excess - Reserves for the Reinsurance & Monoline Excess segment developed favorably by $20 million in 2018. The favorable development was primarily due to excess workers’ compensation business, and was spread across many accident years, including years prior to 2009. This favorable excess workers’ compensation development was partially offset by unfavorable development on U.S. casualty facultative assumed business from accident years 2009 and prior related to construction projects. Favorable prior year development (net of additional and return premiums) was $37 million in 2017. Insurance - Reserves for the Insurance segment developed favorably by $30 million in 2017. The favorable development was primarily attributable to workers’ compensation business, and was partially offset by unfavorable development for professional liability business. For workers’ compensation, the favorable development was spread across many accident years but was most significant in accident years 2014 through 2016. The favorable workers’ compensation development reflects a continuation during 2017 of the benign loss cost trends experienced in recent years, particularly the favorable claim frequency trends (i.e., number of reported claims per unit of exposure). Reported workers’ compensation losses in 2017 continued to be below our expectations at most of our operating units, and were below the assumptions underlying our previous reserve estimates. The favorable severity trends were also impacted by our continued investment in medical case management services and the higher usage of preferred provider networks. The long term trend of declining workers’ compensation frequency can be attributed to improved workplace safety. For professional liability business, adverse development was primarily related to unexpected large directors and officers (“D&O”) liability losses at one of our U.S. operating units, and large professional indemnity and D&O losses in the U.K. The adverse development stemmed mainly from accident years 2013 through 2016 in the U.S. and 2011 through 2016 in the U.K. Reinsurance & Monoline Excess - Reserves for the Reinsurance & Monoline Excess segment developed favorably by $7 million in 2017. This favorable development was primarily due to excess workers’ compensation business, and was spread across 92 93 K 0 1 e b 3 8 9 7 2 0 0 1 100 27983be 10K 27983be_10K.indd 100 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be 1 0 1 2 7 9 8 3 b e 1 0 K 27983be 10K 101 many accident years, including years prior to 2008. The favorable excess workers’ compensation development resulted due to the same causes discussed above for workers’ compensation in the Insurance segment. The favorable excess workers’ compensation development was largely offset by adverse development on U.K. assumed casualty reinsurance, as well as on U.S. facultative casualty excess of loss business. The adverse development on the U.K. casualty reinsurance was due to reserve strengthening associated with claims impacted by the change in the Ogden discount rate in the U.K. The Ogden rate is the discount rate used to calculate lump-sum bodily injury payouts in the U.K., and was reduced by the U.K. Ministry of Justice from +2.5% to -0.75%; the adverse development mostly related to U.K. motor bodily injury claims which we reinsured on an excess of loss basis in accident years 2012 through 2016. The adverse development on U.S. facultative casualty business was due to construction related risks in accident years 2008 and prior. Environmental and Asbestos — To date, known environmental and asbestos claims have not had a material impact on the Company’s operations, because its subsidiaries generally did not insure large industrial companies that are subject to significant environmental or asbestos exposures prior to 1986 when an absolute exclusion was incorporated into standard policy language. The Company’s net reserves for losses and loss expenses relating to asbestos and environmental claims on policies written before adoption of the absolute exclusion was $24 million at December 31, 2019 and $28 million at December 31, 2018. The estimation of these liabilities is subject to significantly greater than normal variation and uncertainty because it is difficult to make an actuarial estimate of these liabilities due to the absence of a generally accepted actuarial methodology for these exposures and the potential effect of significant unresolved legal matters, including coverage issues, as well as the cost of litigating the legal issues. Additionally, the determination of ultimate damages and the final allocation of such damages to financially responsible parties are highly uncertain. Discounting — The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation reserves that were discounted was $1,731 million and $1,793 million at December 31, 2019 and 2018, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $530 million and $563 million at December 31, 2019 and 2018, respectively. At December 31, 2019, discount rates by year ranged from 2.0% to 6.5%, with a weighted average discount rate of 3.7%. Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2019) are excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized. The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout experience. The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing approximately 3% of total discounted reserves at December 31, 2019), including reserves for quota share reinsurance and reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates prescribed or permitted by the Department of Insurance of the State of Delaware. (14) Reinsurance The Company reinsures a portion of its insurance exposures in order to reduce its net liability on individual risks and catastrophe losses. Reinsurance coverage and retentions vary depending on the line of business, location of the risk and nature of loss. The Company’s reinsurance purchases include the following: property reinsurance treaties that reduce exposure to large individual property losses and catastrophe events; casualty reinsurance treaties that reduce its exposure to large individual casualty losses, workers’ compensation catastrophe losses and casualty losses involving multiple claimants or insureds; and facultative reinsurance that reduces exposure on individual policies or risks for losses that exceed treaty reinsurance capacity. Depending on the operating unit, the Company purchases specific additional reinsurance to supplement the above programs. The following is a summary of reinsurance financial information: (In thousands) Written premiums: Direct Assumed Ceded Earned premiums: Direct Assumed Ceded Total net written premiums Total net earned premiums Ceded losses and loss expenses incurred Ceded commission earned 2019 2018 2017 $ 7,386,759 $ 6,973,216 $ 6,726,029 875,459 729,278 750,934 (1,398,719) (1,269,267) (1,216,455) $ 6,863,499 $ 6,433,227 $ 6,260,508 $ 7,141,427 $ 6,851,795 $ 6,661,046 820,705 755,759 812,309 (1,328,844) (1,236,049) (1,161,936) 6,633,288 $ 6,371,505 $ 6,311,419 836,831 314,191 $ $ 829,742 268,037 $ $ 601,769 241,983 $ $ $ The Company reinsures a portion of its exposures principally to reduce its net liability on individual risks and to protect against catastrophic losses. Estimated amounts due from reinsurers are reported net of reserves for uncollectible reinsurance of $690,127, $946,965 and $1,010,000 as of December 31, 2019, 2018 and 2017, respectively. 94 101 27983be 10K 27983be_10K.indd 101 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 0 1 2/26/20 12:08 PM 95 1 0 2 2 7 9 8 3 b e 1 0 K 27983be 10K 102 many accident years, including years prior to 2008. The favorable excess workers’ compensation development resulted due to the (14) Reinsurance same causes discussed above for workers’ compensation in the Insurance segment. The favorable excess workers’ compensation development was largely offset by adverse development on U.K. assumed casualty reinsurance, as well as on U.S. facultative casualty excess of loss business. The adverse development on the U.K. casualty reinsurance was due to reserve strengthening associated with claims impacted by the change in the Ogden discount rate in the U.K. The Ogden rate is the discount rate used to calculate lump-sum bodily injury payouts in the U.K., and was reduced by the U.K. Ministry of Justice from +2.5% to -0.75%; the adverse development mostly related to U.K. motor bodily injury claims which we reinsured on an excess of loss basis in accident years 2012 through 2016. The adverse development on U.S. facultative casualty business was due to construction related risks in accident years 2008 and prior. The Company reinsures a portion of its insurance exposures in order to reduce its net liability on individual risks and catastrophe losses. Reinsurance coverage and retentions vary depending on the line of business, location of the risk and nature of loss. The Company’s reinsurance purchases include the following: property reinsurance treaties that reduce exposure to large individual property losses and catastrophe events; casualty reinsurance treaties that reduce its exposure to large individual casualty losses, workers’ compensation catastrophe losses and casualty losses involving multiple claimants or insureds; and facultative reinsurance that reduces exposure on individual policies or risks for losses that exceed treaty reinsurance capacity. Depending on the operating unit, the Company purchases specific additional reinsurance to supplement the above programs. Environmental and Asbestos — To date, known environmental and asbestos claims have not had a material impact on the The following is a summary of reinsurance financial information: Company’s operations, because its subsidiaries generally did not insure large industrial companies that are subject to significant environmental or asbestos exposures prior to 1986 when an absolute exclusion was incorporated into standard policy language. The Company’s net reserves for losses and loss expenses relating to asbestos and environmental claims on policies written before adoption of the absolute exclusion was $24 million at December 31, 2019 and $28 million at December 31, 2018. The estimation of these liabilities is subject to significantly greater than normal variation and uncertainty because it is difficult to make an actuarial estimate of these liabilities due to the absence of a generally accepted actuarial methodology for these exposures and the potential effect of significant unresolved legal matters, including coverage issues, as well as the cost of litigating the legal issues. Additionally, the determination of ultimate damages and the final allocation of such damages to financially responsible parties are highly uncertain. Discounting — The Company discounts its liabilities for certain workers’ compensation reserves. The amount of workers’ compensation reserves that were discounted was $1,731 million and $1,793 million at December 31, 2019 and 2018, respectively. The aggregate net discount for those reserves, after reflecting the effects of ceded reinsurance, was $530 million and $563 million at December 31, 2019 and 2018, respectively. At December 31, 2019, discount rates by year ranged from 2.0% to 6.5%, with a weighted average discount rate of 3.7%. Substantially all discounted workers’ compensation reserves (97% of total discounted reserves at December 31, 2019) are excess workers’ compensation reserves. In order to properly match loss expenses with income earned on investment securities supporting the liabilities, reserves for excess workers’ compensation business are discounted using risk-free discount rates determined by reference to the U.S. Treasury yield curve. These rates are determined annually based on the weighted average rate for the period. Once established, no adjustments are made to the discount rate for that period, and any increases or decreases in loss reserves in subsequent years are discounted at the same rate, without regard to when any such adjustments are recognized. The expected loss and loss expense payout patterns subject to discounting are derived from the Company’s loss payout experience. The Company also discounts reserves for certain other long-duration workers’ compensation reserves (representing approximately 3% of total discounted reserves at December 31, 2019), including reserves for quota share reinsurance and reserves related to losses regarding occupational lung disease. These reserves are discounted at statutory rates prescribed or permitted by the Department of Insurance of the State of Delaware. (In thousands) Written premiums: Direct Assumed Ceded Total net written premiums Earned premiums: Direct Assumed Ceded Total net earned premiums Ceded losses and loss expenses incurred Ceded commission earned 2019 2018 2017 $ 7,386,759 $ 6,973,216 $ 6,726,029 875,459 729,278 750,934 (1,398,719) (1,269,267) (1,216,455) $ 6,863,499 $ 6,433,227 $ 6,260,508 $ 7,141,427 $ 6,851,795 $ 6,661,046 820,705 755,759 812,309 (1,328,844) (1,236,049) (1,161,936) 6,633,288 $ 6,371,505 $ 6,311,419 836,831 314,191 $ $ 829,742 268,037 $ $ 601,769 241,983 $ $ $ The Company reinsures a portion of its exposures principally to reduce its net liability on individual risks and to protect against catastrophic losses. Estimated amounts due from reinsurers are reported net of reserves for uncollectible reinsurance of $690,127, $946,965 and $1,010,000 as of December 31, 2019, 2018 and 2017, respectively. 94 95 102 27983be 10K 27983be_10K.indd 102 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 2 0 1 2/26/20 12:08 PM 1 0 3 2 7 9 8 3 b e 1 0 K The following table presents the amounts due from reinsurers as of December 31, 2019: (15) Indebtedness 27983be 10K 103 (In thousands) Munich Re Lloyd’s of London Swiss Re Alleghany Group Partner Re Hannover Re Group Axis Capital Berkshire Hathaway Renaissance Re Korean Re Everest Re Liberty Mutual Arch Capital Group Qatar Re Chubb Limited Other reinsurers less than $20,000 Subtotal Residual market pools Total Indebtedness consisted of the following as of December 31, 2019 (the difference between the face value and the carrying value is unamortized discount and debt issuance costs): $ 243,021 201,092 179,274 169,185 127,638 95,486 93,547 82,882 79,954 64,464 55,431 49,346 27,116 22,477 15,199 308,404 1,814,515 319,168 (In thousands) Senior notes due on: August 15, 2019 September 15, 2019 September 15, 2020 January 1, 2022 March 15, 2022 February 15, 2037 August 1, 2044 Subsidiary debt (1) (2) Total senior notes and other debt Subordinated debentures due on: April 30, 2053 March 1, 2056 June 1, 2056 March 30, 2058 $ 2,133,683 December 30, 2059 Total subordinated debentures $ 1,235,000 $ 1,198,704 $ 907,491 ________________ (1) Subsidiary debt is due as follows: $6 million in 2020, $1 million in 2021, and $102 million in 2028. (2) Includes non-recourse loan in the amount of $102 million secured by an office building. See (cid:1)ote 8, Real Estate, for more details. Interest Rate Face Value 2019 2018 Carrying Value 6.15% $ — $ 140,568 — $ — 7.375% 5.375% 8.7% 4.625% 6.25% 4.75% Various 5.9% 5.75% 5.70% 5.1% 300,000 76,503 350,000 250,000 350,000 108,804 110,000 290,000 185,000 300,000 $ $ — 299,756 76,343 349,088 248,116 345,467 108,805 106,262 281,777 178,845 290,464 299,816 299,420 76,273 348,670 248,006 345,283 123,992 106,159 281,551 178,684 — 1,435,307 $ 1,427,575 $ 1,882,028 5.625% 350,000 $ 341,356 $ 341,097 96 103 27983be 10K 27983be_10K.indd 103 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 3 0 1 2/26/20 12:08 PM 97 The following table presents the amounts due from reinsurers as of December 31, 2019: (15) Indebtedness Indebtedness consisted of the following as of December 31, 2019 (the difference between the face value and the carrying value is unamortized discount and debt issuance costs): 1 0 4 2 7 9 8 3 b e 1 0 K 27983be 10K 104 $ 243,021 201,092 179,274 169,185 127,638 95,486 93,547 82,882 79,954 64,464 55,431 49,346 27,116 22,477 15,199 308,404 1,814,515 319,168 (In thousands) Senior notes due on: August 15, 2019 September 15, 2019 September 15, 2020 January 1, 2022 March 15, 2022 February 15, 2037 August 1, 2044 Subsidiary debt (1) (2) Total senior notes and other debt Subordinated debentures due on: April 30, 2053 March 1, 2056 June 1, 2056 March 30, 2058 $ 2,133,683 December 30, 2059 Interest Rate Face Value 2019 2018 Carrying Value 6.15% $ 7.375% 5.375% 8.7% 4.625% 6.25% 4.75% Various 5.625% 5.9% 5.75% 5.70% 5.1% $ $ — $ — 300,000 76,503 350,000 250,000 350,000 108,804 — $ 140,568 — 299,756 76,343 349,088 248,116 345,467 108,805 299,816 299,420 76,273 348,670 248,006 345,283 123,992 1,435,307 $ 1,427,575 $ 1,882,028 350,000 $ 341,356 $ 341,097 110,000 290,000 185,000 300,000 106,262 281,777 178,845 290,464 106,159 281,551 178,684 — Total subordinated debentures $ 1,235,000 $ 1,198,704 $ 907,491 ________________ (1) Subsidiary debt is due as follows: $6 million in 2020, $1 million in 2021, and $102 million in 2028. (2) Includes non-recourse loan in the amount of $102 million secured by an office building. See (cid:1)ote 8, Real Estate, for more details. (In thousands) Munich Re Lloyd’s of London Swiss Re Alleghany Group Partner Re Hannover Re Group Axis Capital Berkshire Hathaway Renaissance Re Korean Re Everest Re Liberty Mutual Arch Capital Group Qatar Re Chubb Limited Subtotal Total Residual market pools Other reinsurers less than $20,000 96 97 104 27983be 10K 27983be_10K.indd 104 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 4 0 1 2/26/20 12:08 PM 1 0 5 2 7 9 8 3 b e 1 0 K 27983be 10K 105 (16) Income Taxes Income tax expense (benefit) consists of: At December 31, 2019 and 2018, the tax effects of differences that give rise to significant portions of the deferred tax asset and deferred tax liability are as follows: (In thousands) December 31, 2019 Domestic Foreign Total expense December 31, 2018 Domestic Foreign Total expense (benefit) December 31, 2017 Domestic Foreign Total expense (benefit) Current Expense Deferred Expense (Benefit) Total 124,231 $ 27,616 $ 151,847 9,030 8,058 17,088 133,261 $ 35,674 $ 168,935 188,712 $ (63,134) $ 125,578 13,963 23,487 37,450 202,675 $ (39,647) $ 163,028 (In thousands) Deferred tax asset: Loss reserve discounting Unearned premiums (cid:1)et operating losses Other-than-temporary impairments Employee compensation plans Other Gross deferred tax asset Less valuation allowance Deferred tax asset Deferred tax liability: Amortization of intangibles 225,694 $ (27,601) $ 198,093 Loss reserve discounting - transition rule 8,803 12,537 21,340 Deferred policy acquisition costs 234,497 $ (15,064) $ 219,433 Unrealized investment gains $ $ $ $ $ $ Income before income taxes from domestic operations was $739 million, $755 million and $797 million for the years ended December 31, 2019, 2018 and 2017, respectively. Income (loss) before income taxes from foreign operations was $114 million, $57 million and $(25) million for the years ended December 31, 2019, 2018 and 2017, respectively. Property, furniture and equipment Investment funds Other Deferred tax liability A reconciliation of the income tax expense and the amounts computed by applying the Federal and foreign income tax rate (cid:1)et deferred tax liability (asset) of 21% for 2019 and 2018 and 35% for 2017 to pre-tax income are as follows: 2019 2018 $ 136,100 $ 130,513 120,246 112,190 37,147 8,049 60,552 63,633 425,727 (33,250) 392,477 12,832 29,697 103,947 93,330 47,082 73,083 50,212 37,463 9,910 56,027 58,809 404,912 (35,195) 369,717 13,641 41,088 99,293 35,430 39,239 51,712 53,824 410,183 334,227 $ 17,706 $ (35,490) (In thousands) Computed “expected” tax expense Tax-exempt investment income Change in valuation allowance Impact of foreign tax rates State and local taxes Impact of change in U.S. tax rate Other, net Total expense 2019 2018 2017 $ 179,113 $ 170,540 $ 270,470 (14,666) (1,945) 7,700 4,842 — (6,109) (18,833) 18,576 7,683 3,901 (10,950) (7,889) (37,209) 11,161 3,508 1,644 (30,531) 390 $ 168,935 $ 163,028 $ 219,433 The Company had a current tax receivable of $13.4 million and $0.7 million at December 31, 2019 and 2018, respectively. At December 31, 2019, the Company had foreign net operating loss carryforwards of $9.0 million that expire beginning in 2027, and an additional $169.0 million that have no expiration date. At December 31, 2019, the Company had a valuation allowance of $33.3 million, as compared to $35.2 million at December 31, 2018. The Company has provided a valuation allowance against the utilization of foreign tax credits and the future net operating loss carryforward benefits of certain foreign operations. The statute of limitations has closed for the Company’s U.S. Federal tax returns through December 31, 2013. The realization of the deferred tax asset is dependent upon the Company’s ability to generate sufficient taxable income in future periods. Based on historical results and the prospects for future current operations, management anticipates that it is more likely than not that future taxable income will be sufficient for the realization of this asset. The Tax Cuts and Jobs Act of 2017 (the "Tax Act") provided for a reduction of the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. The U.S. tax law requires insurance reserves to be discounted for tax purposes. The Tax Act modified this computation. At the end of 2018, the IRS issued revised discount factors to be applied to the 2017 reserves. During 2019, the IRS updated the revised discount factors. This modified the increase in the beginning of year 2018 deferred tax asset for loss reserve discounting to $40 million. Under the related transition rule, a deferred tax liability was established which will be included in taxable income over eight years beginning in 2018. The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $124 million of its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. In the future, if such earnings were distributed the Company projects that the incremental tax, if any, will be immaterial. 98 105 27983be 10K 27983be_10K.indd 105 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 5 0 1 2/26/20 12:08 PM 99 (In thousands) December 31, 2019 Domestic Foreign Total expense December 31, 2018 Domestic Foreign Total expense (benefit) December 31, 2017 Domestic Foreign Total expense (benefit) (In thousands) Computed “expected” tax expense Tax-exempt investment income Change in valuation allowance Impact of foreign tax rates State and local taxes Impact of change in U.S. tax rate Other, net Total expense (16) Income Taxes Income tax expense (benefit) consists of: At December 31, 2019 and 2018, the tax effects of differences that give rise to significant portions of the deferred tax asset and deferred tax liability are as follows: 1 0 6 2 7 9 8 3 b e 1 0 K 27983be 10K 106 Current Expense Deferred Expense (Benefit) Total 124,231 $ 27,616 $ 151,847 9,030 8,058 17,088 133,261 $ 35,674 $ 168,935 188,712 $ (63,134) $ 125,578 13,963 23,487 37,450 202,675 $ (39,647) $ 163,028 (In thousands) Deferred tax asset: Loss reserve discounting Unearned premiums (cid:1)et operating losses Other-than-temporary impairments Employee compensation plans Other Gross deferred tax asset Less valuation allowance Deferred tax asset Deferred tax liability: Amortization of intangibles 225,694 $ (27,601) $ 198,093 Loss reserve discounting - transition rule 8,803 12,537 21,340 Deferred policy acquisition costs 234,497 $ (15,064) $ 219,433 Unrealized investment gains $ $ $ $ $ $ Income before income taxes from domestic operations was $739 million, $755 million and $797 million for the years ended December 31, 2019, 2018 and 2017, respectively. Income (loss) before income taxes from foreign operations was $114 million, $57 million and $(25) million for the years ended December 31, 2019, 2018 and 2017, respectively. Property, furniture and equipment Investment funds Other Deferred tax liability A reconciliation of the income tax expense and the amounts computed by applying the Federal and foreign income tax rate (cid:1)et deferred tax liability (asset) of 21% for 2019 and 2018 and 35% for 2017 to pre-tax income are as follows: 2019 2018 $ 136,100 $ 130,513 120,246 112,190 37,147 8,049 60,552 63,633 425,727 (33,250) 392,477 12,832 29,697 103,947 93,330 47,082 73,083 50,212 37,463 9,910 56,027 58,809 404,912 (35,195) 369,717 13,641 41,088 99,293 35,430 39,239 51,712 53,824 410,183 334,227 $ 17,706 $ (35,490) 2019 2018 2017 $ 179,113 $ 170,540 $ 270,470 (14,666) (1,945) 7,700 4,842 — (6,109) (18,833) 18,576 7,683 3,901 (10,950) (7,889) (37,209) 11,161 3,508 1,644 (30,531) 390 $ 168,935 $ 163,028 $ 219,433 The Company had a current tax receivable of $13.4 million and $0.7 million at December 31, 2019 and 2018, respectively. At December 31, 2019, the Company had foreign net operating loss carryforwards of $9.0 million that expire beginning in 2027, and an additional $169.0 million that have no expiration date. At December 31, 2019, the Company had a valuation allowance of $33.3 million, as compared to $35.2 million at December 31, 2018. The Company has provided a valuation allowance against the utilization of foreign tax credits and the future net operating loss carryforward benefits of certain foreign operations. The statute of limitations has closed for the Company’s U.S. Federal tax returns through December 31, 2013. The realization of the deferred tax asset is dependent upon the Company’s ability to generate sufficient taxable income in future periods. Based on historical results and the prospects for future current operations, management anticipates that it is more likely than not that future taxable income will be sufficient for the realization of this asset. The Tax Cuts and Jobs Act of 2017 (the "Tax Act") provided for a reduction of the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. The U.S. tax law requires insurance reserves to be discounted for tax purposes. The Tax Act modified this computation. At the end of 2018, the IRS issued revised discount factors to be applied to the 2017 reserves. During 2019, the IRS updated the revised discount factors. This modified the increase in the beginning of year 2018 deferred tax asset for loss reserve discounting to $40 million. Under the related transition rule, a deferred tax liability was established which will be included in taxable income over eight years beginning in 2018. The Company has not provided U.S. deferred income taxes on the undistributed earnings of approximately $124 million of its non-U.S. subsidiaries since these earnings are intended to be permanently reinvested in the non-U.S. subsidiaries. In the future, if such earnings were distributed the Company projects that the incremental tax, if any, will be immaterial. 98 99 106 27983be 10K 27983be_10K.indd 106 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 6 0 1 2/26/20 12:08 PM 1 0 7 2 7 9 8 3 b e 1 0 K 27983be 10K 107 (17) Dividends from Subsidiaries and Statutory Financial Information (18) Common Stockholders’ Equity The Company’s insurance subsidiaries are restricted by law as to the amount of dividends they may pay without the The weighted average number of shares used in the computation of net income per share was as follows: approval of regulatory authorities. The Company’s lead insurer, Berkley Insurance Company ("BIC"), directly or indirectly owns all of the Company’s other insurance companies. During 2020, the maximum amount of dividends that can be paid by BIC without such approval is approximately $601 million. BIC’s combined net income and statutory capital and surplus, as determined in accordance with statutory accounting (In thousands) Basic Diluted 2019 2018 2017 190,722 193,521 190,048 192,395 187,265 193,527 practices ("SAP"), are as follows: (In thousands) (cid:1)et income Statutory capital and surplus 2019 2018 2017 $ $ 601,564 6,013,062 $ $ 1,099,953 5,587,930 $ $ 698,862 5,479,603 The significant variances between SAP and GAAP are that for statutory purposes bonds are carried at amortized cost, unrealized gains and losses on equity securities are recorded in surplus, acquisition costs are charged to income as incurred, deferred Federal income taxes are subject to limitations, excess and assumed workers’ compensation reserves are discounted at different discount rates and certain assets designated as “non-admitted assets” are charged against surplus. The Commissioner of Insurance of the State of Delaware has allowed BIC to recognize a non-tabular discount on certain workers' compensation loss reserves, which is a permitted practice that differs from SAP. The effect of using this permitted practice was an increase to BIC’s statutory capital and surplus by $268 million at December 31, 2019. The (cid:1)ational Association of Insurance Commissioners (“(cid:1)AIC”) has risk-based capital (“RBC”) requirements that require insurance companies to calculate and report information under a risk-based formula which measures statutory capital and surplus needs based on a regulatory definition of risk in a company’s mix of products and its balance sheet. This guidance is used to calculate two capital measurements: Total Adjusted Capital and RBC Authorized Control Level. Total Adjusted Capital is equal to the Company’s statutory capital and surplus excluding capital and surplus derived from the use of permitted practices that differ from statutory accounting practices. RBC Authorized Control Level is the capital level used by regulatory authorities to determine whether remedial action is required. Generally, no remedial action is required if Total Adjusted Capital is 200% or more of the RBC Authorized Control Level. At December 31, 2019, BIC’s Total Adjusted Capital of $5.746 billion was 396% of its RBC Authorized Control Level. See (cid:1)ote 3, Investments in Fixed Maturity Securities, for a description of assets held on deposit as security. 100 107 27983be 10K 27983be_10K.indd 107 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:13PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 7 0 1 2/26/20 12:08 PM Treasury shares have been excluded from average outstanding shares from the date of acquisition. The weighted average number of basic shares outstanding includes the impact of 7,575,168 common shares held in a grantor trust. The common shares held in the grantor trust are for delivery upon settlement of vested but mandatorily deferred restricted stock units ("RSUs"). Shares held by the grantor trust do not affect diluted shares outstanding since shares deliverable under vested RSUs were already included in diluted shares outstanding. The difference in calculating basic and diluted net income per share is attributable entirely to the dilutive effect of stock-based compensation plans. Changes in shares of common stock outstanding, net of treasury shares, are presented below. Shares of common stock issued and outstanding do not include shares related to unissued restricted stock units (including shares held in the grantor trust). Balance, beginning of year Shares issued Shares repurchased Balance, end of year 2019 2018 2017 182,993,640 182,272,278 181,790,399 687,339 (269,072) 1,257,762 1,578,384 (536,400) (1,096,505) 183,411,907 182,993,640 182,272,278 The amount of dividends paid is dependent upon factors such as the receipt of dividends from our subsidiaries, our results of operations, cash flow, financial condition and business needs, the capital and surplus requirements of our subsidiaries, and applicable insurance regulations that limit the amount of dividends that may be paid by our regulated insurance subsidiaries. (19) Fair Value of Financial Instruments December 31, 2019 and 2018: The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of (In thousands) Assets: Fixed maturity securities Equity securities Arbitrage trading account Loans receivable Cash and cash equivalents organizations Liabilities: Due to broker Trading accounts receivable from brokers and clearing Trading account securities sold but not yet purchased Senior notes and other debt Subordinated debentures 2019 2018 Carrying Value Fair Value Carrying Value Fair Value $ 14,180,961 $ 14,194,955 $ 13,606,812 $ 13,619,620 480,620 400,809 91,799 480,620 400,809 94,613 1,023,710 1,023,710 423,543 423,543 27,116 36,143 1,427,575 1,198,704 27,116 36,143 1,582,290 1,274,088 279,006 452,548 94,813 817,602 347,228 20,144 38,120 1,882,028 907,491 279,006 452,548 97,073 817,602 347,228 20,144 38,120 1,968,996 840,002 The estimated fair values of the Company’s fixed maturity securities, equity securities available for sale and arbitrage trading account securities are based on various valuation techniques that rely on fair value measurements as described in (cid:1)ote 12 above. The fair value of loans receivable is estimated by using current institutional purchaser yield requirements for loans with similar credit characteristics, which is considered a Level 2 input. The fair value of the senior notes and other debt and the subordinated debentures is based on spreads for similar securities, which is considered a Level 2 input. 101 1 0 8 2 7 9 8 3 b e 1 0 K 27983be 10K 108 (17) Dividends from Subsidiaries and Statutory Financial Information (18) Common Stockholders’ Equity The Company’s insurance subsidiaries are restricted by law as to the amount of dividends they may pay without the The weighted average number of shares used in the computation of net income per share was as follows: approval of regulatory authorities. The Company’s lead insurer, Berkley Insurance Company ("BIC"), directly or indirectly owns all of the Company’s other insurance companies. During 2020, the maximum amount of dividends that can be paid by BIC without such approval is approximately $601 million. BIC’s combined net income and statutory capital and surplus, as determined in accordance with statutory accounting (In thousands) Basic Diluted 2019 2018 2017 190,722 193,521 190,048 192,395 187,265 193,527 practices ("SAP"), are as follows: (In thousands) (cid:1)et income Statutory capital and surplus 2019 2018 2017 $ $ 601,564 6,013,062 $ $ 1,099,953 5,587,930 $ $ 698,862 5,479,603 The significant variances between SAP and GAAP are that for statutory purposes bonds are carried at amortized cost, unrealized gains and losses on equity securities are recorded in surplus, acquisition costs are charged to income as incurred, deferred Federal income taxes are subject to limitations, excess and assumed workers’ compensation reserves are discounted at different discount rates and certain assets designated as “non-admitted assets” are charged against surplus. The Commissioner of Insurance of the State of Delaware has allowed BIC to recognize a non-tabular discount on certain workers' compensation loss reserves, which is a permitted practice that differs from SAP. The effect of using this permitted practice was an increase to BIC’s statutory capital and surplus by $268 million at December 31, 2019. The (cid:1)ational Association of Insurance Commissioners (“(cid:1)AIC”) has risk-based capital (“RBC”) requirements that require insurance companies to calculate and report information under a risk-based formula which measures statutory capital and surplus needs based on a regulatory definition of risk in a company’s mix of products and its balance sheet. This guidance is used to calculate two capital measurements: Total Adjusted Capital and RBC Authorized Control Level. Total Adjusted Capital is equal to the Company’s statutory capital and surplus excluding capital and surplus derived from the use of permitted practices that differ from statutory accounting practices. RBC Authorized Control Level is the capital level used by regulatory authorities to determine whether remedial action is required. Generally, no remedial action is required if Total Adjusted Capital is 200% or more of the RBC Authorized Control Level. At December 31, 2019, BIC’s Total Adjusted Capital of $5.746 billion was 396% of its RBC Authorized Control Level. See (cid:1)ote 3, Investments in Fixed Maturity Securities, for a description of assets held on deposit as security. Treasury shares have been excluded from average outstanding shares from the date of acquisition. The weighted average number of basic shares outstanding includes the impact of 7,575,168 common shares held in a grantor trust. The common shares held in the grantor trust are for delivery upon settlement of vested but mandatorily deferred restricted stock units ("RSUs"). Shares held by the grantor trust do not affect diluted shares outstanding since shares deliverable under vested RSUs were already included in diluted shares outstanding. The difference in calculating basic and diluted net income per share is attributable entirely to the dilutive effect of stock-based compensation plans. Changes in shares of common stock outstanding, net of treasury shares, are presented below. Shares of common stock issued and outstanding do not include shares related to unissued restricted stock units (including shares held in the grantor trust). Balance, beginning of year Shares issued Shares repurchased Balance, end of year 2019 2018 2017 182,993,640 182,272,278 181,790,399 687,339 (269,072) 1,257,762 1,578,384 (536,400) (1,096,505) 183,411,907 182,993,640 182,272,278 The amount of dividends paid is dependent upon factors such as the receipt of dividends from our subsidiaries, our results of operations, cash flow, financial condition and business needs, the capital and surplus requirements of our subsidiaries, and applicable insurance regulations that limit the amount of dividends that may be paid by our regulated insurance subsidiaries. (19) Fair Value of Financial Instruments The following table presents the carrying amounts and estimated fair values of the Company’s financial instruments as of December 31, 2019 and 2018: (In thousands) Assets: Fixed maturity securities Equity securities Arbitrage trading account Loans receivable Cash and cash equivalents Trading accounts receivable from brokers and clearing organizations Liabilities: Due to broker Trading account securities sold but not yet purchased Senior notes and other debt Subordinated debentures 2019 2018 Carrying Value Fair Value Carrying Value Fair Value $ $ 14,180,961 480,620 400,809 91,799 1,023,710 $ 14,194,955 480,620 400,809 94,613 1,023,710 $ 13,606,812 279,006 452,548 94,813 817,602 13,619,620 279,006 452,548 97,073 817,602 423,543 423,543 347,228 347,228 27,116 36,143 1,427,575 1,198,704 27,116 36,143 1,582,290 1,274,088 20,144 38,120 1,882,028 907,491 20,144 38,120 1,968,996 840,002 The estimated fair values of the Company’s fixed maturity securities, equity securities available for sale and arbitrage trading account securities are based on various valuation techniques that rely on fair value measurements as described in (cid:1)ote 12 above. The fair value of loans receivable is estimated by using current institutional purchaser yield requirements for loans with similar credit characteristics, which is considered a Level 2 input. The fair value of the senior notes and other debt and the subordinated debentures is based on spreads for similar securities, which is considered a Level 2 input. 100 101 108 27983be 10K 27983be_10K.indd 108 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 0 1 2/26/20 12:08 PM 1 0 9 2 7 9 8 3 b e 1 0 K 27983be 10K 109 (20) Commitments, Litigation and Contingent Liabilities In the ordinary course of business, the Company is subject to disputes, litigation and arbitration arising from its insurance and reinsurance businesses. These matters are generally related to insurance and reinsurance claims and are considered in the establishment of loss and loss expense reserves. In addition, the Company may also become involved in legal actions which seek extra-contractual damages, punitive damages or penalties, including claims alleging bad faith in handling of insurance claims. The Company expects its ultimate liability with respect to such matters will not be material to its financial condition. However, adverse outcomes on such matters are possible, from time to time, and could be material to the Company’s results of operations in any particular financial reporting period. At December 31, 2019, the Company had commitments to invest up to $232 million and $114 million in certain investment funds and real estate construction projects, respectively. (21) Leases As described in (cid:1)ote 1, the Company prospectively adopted ASU 2016-02, Leases, effective January 1, 2019, which requires lessees to recognize a right-of-use asset and a lease liability for leases with terms of more than 12 months on the balance sheet. All leases disclosed within this note are classified as operating leases. Recognized right-of-use asset and lease liability are reported within other assets and other liabilities, respectively, in the consolidated balance sheet. Lease expense is reported in other operating costs and expenses in the consolidated statement of income and accounted for on a straight-line basis over the lease term. (In thousands) Contractual Maturities: 2020 2021 2022 2023 2024 Thereafter Total undiscounted future minimum lease payments Less: Discount impact Total lease liability (22) Stock Incentive Plan December 31, 2019 $ $ 49,293 47,107 41,652 37,510 31,152 78,820 285,534 (55,196) 230,338 Pursuant to the Company's stock incentive plan, the Company may issue restricted stock units ("RSUs") to employees of the Company and its subsidiaries. The RSUs generally vest three to five years from the award date and are subject to other vesting and forfeiture provisions contained in the award agreement. The following table summarizes RSU information for the three years ended December 31, 2019: To determine the discount rate used to calculate present value of future minimum lease payments, the Company uses RSUs granted and unvested at beginning of period: its incremental borrowing rate during the lease commencement period in line with the respective lease duration. In certain cases, the Company has the option to renew the lease. Lease renewal future payments are included in the present value of the future minimum lease payments when the Company determines it is reasonably certain to renew. The main leases entered into by the Company are for office space used by the Company’s operating units across the world. Additionally, the Company, to a lesser extent, has equipment leases mainly for office equipment. Further information relating to operating lease expense and other operating lease information is as follows: (In thousands) Leases: Lease cost Cash paid for amounts included in the measurement of lease liabilities reported in operating cash flows Right-of-use assets obtained in exchange for new lease liabilities ($ in thousands) Right-of-use assets Lease liabilities Weighted-average remaining lease term Weighted-average discount rate Contractual maturities of the Company’s future minimum lease payments are as follows: Twelve Months Ended December 31, 2019 $ $ $ 44,107 40,083 32,881 December 31, 2019 $ $ 193,311 230,338 7.11 years 5.97% Upon vesting, shares of the Company’s common stock equal to the number of vested RSUs are issued or deferred to a later date, depending on the terms of the specific award agreement. As of December 31, 2019, 7,532,977 RSUs had been deferred. RSUs that have not yet vested and vested RSUs that have been deferred are not considered to be issued and outstanding shares. The fair value of RSUs at the date of grant are recorded as unearned compensation, a component of stockholders’ equity, and expensed over the vesting period. Following is a summary of changes in unearned compensation for the three years ended December 31, 2019: (In thousands) Unearned compensation at beginning of year RSUs granted, net of cancellations RSUs expensed RSUs forfeitures Unearned compensation at end of year 2019 2018 2017 $ 129,669 $ 122,910 $ 115,965 53,583 (47,329) (7,533) 52,204 (34,408) (11,037) 52,897 (38,796) (7,156) $ 128,390 $ 129,669 $ 122,910 Granted Vested Canceled RSUs granted and unvested at end of period: 2019 5,062,661 840,796 (1,447,522) (331,675) 2018 5,216,972 1,140,048 (900,254) (394,105) 2017 7,293,147 1,283,976 (2,990,261) (369,890) 4,124,260 5,062,661 5,216,972 102 109 27983be 10K 27983be_10K.indd 109 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 9 0 1 2/26/20 12:08 PM 103 (20) Commitments, Litigation and Contingent Liabilities In the ordinary course of business, the Company is subject to disputes, litigation and arbitration arising from its insurance and reinsurance businesses. These matters are generally related to insurance and reinsurance claims and are considered in the establishment of loss and loss expense reserves. In addition, the Company may also become involved in legal actions which seek extra-contractual damages, punitive damages or penalties, including claims alleging bad faith in handling of insurance claims. The Company expects its ultimate liability with respect to such matters will not be material to its financial condition. However, adverse outcomes on such matters are possible, from time to time, and could be material to the Company’s results of operations in any particular financial reporting period. At December 31, 2019, the Company had commitments to invest up to $232 million and $114 million in certain investment funds and real estate construction projects, respectively. 1 1 0 2 7 9 8 3 b e 1 0 K (In thousands) Contractual Maturities: 2020 2021 2022 2023 2024 Thereafter Total undiscounted future minimum lease payments Less: Discount impact Total lease liability (22) Stock Incentive Plan 27983be 10K 110 December 31, 2019 $ $ 49,293 47,107 41,652 37,510 31,152 78,820 285,534 (55,196) 230,338 To determine the discount rate used to calculate present value of future minimum lease payments, the Company uses RSUs granted and unvested at beginning of period: Granted Vested Canceled RSUs granted and unvested at end of period: 2019 5,062,661 840,796 (1,447,522) (331,675) 2018 5,216,972 1,140,048 (900,254) (394,105) 2017 7,293,147 1,283,976 (2,990,261) (369,890) 4,124,260 5,062,661 5,216,972 Pursuant to the Company's stock incentive plan, the Company may issue restricted stock units ("RSUs") to employees of the Company and its subsidiaries. The RSUs generally vest three to five years from the award date and are subject to other vesting and forfeiture provisions contained in the award agreement. The following table summarizes RSU information for the three years ended December 31, 2019: Cash paid for amounts included in the measurement of lease liabilities reported in operating cash flows Right-of-use assets obtained in exchange for new lease liabilities (In thousands) Leases: Lease cost ($ in thousands) Right-of-use assets Lease liabilities Weighted-average remaining lease term Weighted-average discount rate Contractual maturities of the Company’s future minimum lease payments are as follows: Twelve Months Ended December 31, 2019 44,107 40,083 32,881 December 31, 2019 193,311 230,338 7.11 years 5.97% $ $ $ $ $ Upon vesting, shares of the Company’s common stock equal to the number of vested RSUs are issued or deferred to a later date, depending on the terms of the specific award agreement. As of December 31, 2019, 7,532,977 RSUs had been deferred. RSUs that have not yet vested and vested RSUs that have been deferred are not considered to be issued and outstanding shares. The fair value of RSUs at the date of grant are recorded as unearned compensation, a component of stockholders’ equity, and expensed over the vesting period. Following is a summary of changes in unearned compensation for the three years ended December 31, 2019: (In thousands) Unearned compensation at beginning of year RSUs granted, net of cancellations RSUs expensed RSUs forfeitures Unearned compensation at end of year 2019 2018 2017 $ 129,669 $ 122,910 $ 115,965 53,583 (47,329) (7,533) 52,204 (34,408) (11,037) 52,897 (38,796) (7,156) $ 128,390 $ 129,669 $ 122,910 (21) Leases As described in (cid:1)ote 1, the Company prospectively adopted ASU 2016-02, Leases, effective January 1, 2019, which requires lessees to recognize a right-of-use asset and a lease liability for leases with terms of more than 12 months on the balance sheet. All leases disclosed within this note are classified as operating leases. Recognized right-of-use asset and lease liability are reported within other assets and other liabilities, respectively, in the consolidated balance sheet. Lease expense is reported in other operating costs and expenses in the consolidated statement of income and accounted for on a straight-line basis over the lease term. its incremental borrowing rate during the lease commencement period in line with the respective lease duration. In certain cases, the Company has the option to renew the lease. Lease renewal future payments are included in the present value of the future minimum lease payments when the Company determines it is reasonably certain to renew. The main leases entered into by the Company are for office space used by the Company’s operating units across the world. Additionally, the Company, to a lesser extent, has equipment leases mainly for office equipment. Further information relating to operating lease expense and other operating lease information is as follows: 102 103 110 27983be 10K 27983be_10K.indd 110 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 0 1 1 2/26/20 12:08 PM 1 1 1 2 7 9 8 3 b e 1 0 K 27983be 10K 111 (23) Compensation Plans The Company and its subsidiaries have profit sharing plans in which substantially all employees participate. The plans provide for minimum annual contributions of 5% of eligible compensation; contributions above the minimum are discretionary and vary with each participating operating unit's profitability. Employees become eligible to participate in the plan on the first day of the calendar quarter following the first full calendar quarter after the employee's date of hire provided the employee has completed 250 hours of service during the calendar quarter. The plans provide that 40% of the contributions vest immediately and that the remaining 60% vest at varying percentages based upon years of service. Profit sharing expense was $47 million, $42 million and $42 million in 2019, 2018 and 2017, respectively. The Company has a long-term incentive compensation plan ("LTIP") that provides for compensation to key executives based on the growth in the Company's book value per share over a five year period. The following table summarizes the outstanding LTIP awards as of December 31, 2019: 2015 grant 2016 grant 2017 grant 2018 grant 2019 grant Units Outstanding Maximum Value Inception to date earned through December 31, 2019 on outstanding units 179,250 $ 17,925,000 $ 199,500 210,000 215,250 228,750 19,950,000 21,000,000 21,525,000 22,875,000 17,925,000 15,243,000 10,938,900 7,501,463 3,068,338 The following table summarizes the LTIP expense for each of the three years ended December 31, 2019: (In thousands) 2013 grant 2014 grant 2015 grant 2016 grant 2017 grant 2018 grant 2019 grant Total (24) Supplemental Financial Statement Data Other operating costs and expenses consist of the following: (In thousands) Amortization of deferred policy acquisition costs Insurance operating expenses Insurance service expenses (cid:1)et foreign currency (gains) losses Other costs and expenses Total 104 2019 2018 2017 $ — $ (1,124) $ (558) 3,319 3,548 3,432 3,310 3,068 3,227 5,170 5,148 4,700 4,317 — 7,667 3,167 3,667 3,601 3,162 — — $ 16,119 $ 21,438 $ 21,264 2019 2018 2017 $ 1,001,611 $ 915,246 $ 1,111,489 1,088,690 1,183,635 101,317 (30,715) 201,179 118,357 (27,067) 193,050 989,535 129,776 15,267 190,865 $ 2,362,082 $ 2,383,221 $ 2,436,932 111 27983be 10K 27983be_10K.indd 111 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be (25) Industry Segments The Company’s reportable segments include the following two business segments, plus a corporate segment: • Insurance - 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 the United Kingdom, Continental Europe, South America, Canada, Mexico, Scandinavia, Asia and Australia. • Reinsurance & Monoline Excess - reinsurance business on a facultative and treaty basis, primarily in the United States, United Kingdom, Continental Europe, Australia, the Asia-Pacific region and South Africa, as well as operations that solely retain risk on an excess basis. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Income tax expense and benefits are calculated based upon the Company’s overall effective tax rate. Summary financial information about the Company’s reporting segments is presented in the following table. Income before income taxes by segment includes allocated investment income. Identifiable assets by segment are those assets used in or allocated to the operation of each segment. (In thousands) Year ended December 31, 2019 (cid:1)et investment gains Consolidated Year ended December 31, 2018 (cid:1)et investment gains Consolidated Year ended December 31, 2017 Revenues Earned Premiums (1) Investment Income Other Total (2) Pre-Tax Income (Loss) (cid:1)et Income (Loss) to Common Stockholders Insurance $ 5,919,819 $ 429,405 $ 47,850 $ 6,397,074 $ 814,862 $ 650,510 Reinsurance & Monoline Excess 713,469 Corporate, other and eliminations (3) 164,082 52,127 — — 454,741 120,703 877,551 506,868 120,703 189,188 152,046 (271,833) (215,967) 120,703 95,355 $ 6,633,288 $ 645,614 $ 623,294 $ 7,902,196 $ 852,920 $ 681,944 Insurance $ 5,702,073 $ 433,490 $ 72,727 $ 6,208,290 $ 717,154 $ 571,381 Reinsurance & Monoline Excess 669,432 Corporate, other and eliminations (3) 179,534 61,211 — — 418,696 154,488 848,966 479,907 154,488 201,001 160,791 (260,549) (213,469) 154,488 122,046 $ 6,371,505 $ 674,235 $ 645,911 $ 7,691,651 $ 812,094 $ 640,749 Insurance $ 5,549,403 $ 366,862 $ 86,865 $ 6,003,130 $ 623,746 $ 437,953 Reinsurance & Monoline Excess 762,016 Corporate, other and eliminations (3) 160,462 48,464 — — 374,834 335,858 922,478 423,298 335,858 117,131 90,358 (303,965) (197,525) 335,858 218,308 $ 6,311,419 $ 575,788 $ 797,557 $ 7,684,764 $ 772,770 $ 549,094 (cid:1)et investment gains Consolidated — — — — — — K 0 1 e b 3 8 9 7 2 1 1 1 2/26/20 12:08 PM 105 1 1 2 2 7 9 8 3 b e 1 0 K 27983be 10K 112 (23) Compensation Plans The Company and its subsidiaries have profit sharing plans in which substantially all employees participate. The plans provide for minimum annual contributions of 5% of eligible compensation; contributions above the minimum are discretionary and vary with each participating operating unit's profitability. Employees become eligible to participate in the plan on the first day of the calendar quarter following the first full calendar quarter after the employee's date of hire provided the employee has completed 250 hours of service during the calendar quarter. The plans provide that 40% of the contributions vest immediately and that the remaining 60% vest at varying percentages based upon years of service. Profit sharing expense was $47 million, $42 million and $42 million in 2019, 2018 and 2017, respectively. The Company has a long-term incentive compensation plan ("LTIP") that provides for compensation to key executives based on the growth in the Company's book value per share over a five year period. The following table summarizes the outstanding LTIP awards as of December 31, 2019: (25) Industry Segments The Company’s reportable segments include the following two business segments, plus a corporate segment: • Insurance - 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 the United Kingdom, Continental Europe, South America, Canada, Mexico, Scandinavia, Asia and Australia. • Reinsurance & Monoline Excess - reinsurance business on a facultative and treaty basis, primarily in the United States, United Kingdom, Continental Europe, Australia, the Asia-Pacific region and South Africa, as well as operations that solely retain risk on an excess basis. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Income tax expense and benefits are calculated based upon the Company’s overall effective tax rate. Summary financial information about the Company’s reporting segments is presented in the following table. Income before income taxes by segment includes allocated investment income. Identifiable assets by segment are those assets used in or allocated to the operation of each segment. Inception to date earned through December 31, 2019 on outstanding units Revenues Units Outstanding Maximum Value 179,250 $ 17,925,000 $ 199,500 210,000 215,250 228,750 19,950,000 21,000,000 21,525,000 22,875,000 The following table summarizes the LTIP expense for each of the three years ended December 31, 2019: 2015 grant 2016 grant 2017 grant 2018 grant 2019 grant (In thousands) 2013 grant 2014 grant 2015 grant 2016 grant 2017 grant 2018 grant 2019 grant Total (24) Supplemental Financial Statement Data Other operating costs and expenses consist of the following: (In thousands) Amortization of deferred policy acquisition costs Insurance operating expenses Insurance service expenses (cid:1)et foreign currency (gains) losses Other costs and expenses Total 17,925,000 15,243,000 10,938,900 7,501,463 3,068,338 7,667 3,167 3,667 3,601 3,162 — — 2019 2018 2017 $ — $ (1,124) $ (558) 3,319 3,548 3,432 3,310 3,068 3,227 5,170 5,148 4,700 4,317 — $ 16,119 $ 21,438 $ 21,264 2019 2018 2017 $ 1,001,611 $ 915,246 $ 1,111,489 1,088,690 1,183,635 101,317 (30,715) 201,179 118,357 (27,067) 193,050 989,535 129,776 15,267 190,865 $ 2,362,082 $ 2,383,221 $ 2,436,932 (In thousands) Year ended December 31, 2019 Earned Premiums (1) Investment Income Other Total (2) Pre-Tax Income (Loss) (cid:1)et Income (Loss) to Common Stockholders Insurance $ 5,919,819 $ 429,405 $ 47,850 $ 6,397,074 $ 814,862 $ 650,510 Reinsurance & Monoline Excess 713,469 164,082 52,127 — — 454,741 120,703 877,551 506,868 120,703 189,188 152,046 (271,833) (215,967) 120,703 95,355 $ 6,633,288 $ 645,614 $ 623,294 $ 7,902,196 $ 852,920 $ 681,944 Corporate, other and eliminations (3) (cid:1)et investment gains Consolidated Year ended December 31, 2018 Corporate, other and eliminations (3) (cid:1)et investment gains Consolidated Year ended December 31, 2017 Insurance $ 5,702,073 $ 433,490 $ 72,727 $ 6,208,290 $ 717,154 $ 571,381 Reinsurance & Monoline Excess 669,432 179,534 61,211 — — 418,696 154,488 848,966 479,907 154,488 201,001 160,791 (260,549) (213,469) 154,488 122,046 $ 6,371,505 $ 674,235 $ 645,911 $ 7,691,651 $ 812,094 $ 640,749 Insurance $ 5,549,403 $ 366,862 $ 86,865 $ 6,003,130 $ 623,746 $ 437,953 Reinsurance & Monoline Excess 762,016 Corporate, other and eliminations (3) (cid:1)et investment gains Consolidated 160,462 48,464 — — 374,834 335,858 922,478 423,298 335,858 117,131 90,358 (303,965) (197,525) 335,858 218,308 $ 6,311,419 $ 575,788 $ 797,557 $ 7,684,764 $ 772,770 $ 549,094 — — — — — — 104 105 112 27983be 10K 27983be_10K.indd 112 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 2 1 1 2/26/20 12:08 PM 1 1 3 2 7 9 8 3 b e 1 0 K 27983be 10K 113 Identifiable Assets (In thousands) Insurance Reinsurance & Monoline Excess Corporate, other and eliminations (3) Consolidated December 31, 2019 2018 $ 20,003,202 $ 18,214,293 4,709,724 1,930,502 4,371,151 2,310,533 $ 26,643,428 $ 24,895,977 _______________________________________ (1) Certain amounts included in earned premiums of each segment are related to inter-segment transactions. (2) Revenues for Insurance includes $725.4 million, $714.2 million, and $688.2 million in 2019, 2018, and 2017, respectively, from foreign countries. Revenues for Reinsurance & Monoline Excess includes $249.6 million, $228.1 million, and $201.3 million in 2019, 2018 and 2017, respectively, from foreign countries. (3) Corporate, other and eliminations represent corporate revenues and expenses and other items that are not allocated to business segments. (cid:1)et premiums earned by major line of business are as follows: (In thousands) Insurance Other liability Workers' compensation Short-tail lines Commercial automobile Professional liability Total Insurance Reinsurance & Monoline Excess Casualty Monoline Excess Property Total Reinsurance & Monoline Excess Total 2019 2018 2017 $ 2,063,401 $ 1,912,071 $ 1,843,826 1,301,980 1,223,902 750,051 580,485 1,327,206 1,184,447 722,236 556,113 1,324,801 1,184,465 650,441 545,870 5,919,819 5,702,073 5,549,403 405,063 160,071 148,335 713,469 362,886 162,908 143,638 669,432 377,650 157,039 227,327 762,016 $ 6,633,288 $ 6,371,505 $ 6,311,419 (26) Quarterly Financial Information (Unaudited) The following is a summary of quarterly financial data: (In thousands, except per share data) Three months ended Revenues (cid:1)et income (cid:1)et income per share (1) Basic (2) Diluted Three months ended Revenues (cid:1)et income (cid:1)et income per share (1) Basic (2) Diluted March 31 June 30 September 30 December 31 $ 1,937,022 $ 2,023,384 $ 1,965,716 $ 1,976,074 180,722 216,709 165,208 119,306 0.95 0.94 0.87 0.85 0.62 0.62 2019 1.14 1.12 2018 March 31 June 30 September 30 December 31 $ 1,891,247 $ 1,910,916 $ 1,937,902 $ 1,951,586 166,397 180,075 161,920 132,357 0.88 0.87 0.95 0.93 0.85 0.84 0.69 0.69 _______________________________________ (1) (cid:1)et income per share (“EPS”) in each quarter is computed using the weighted-average number of shares outstanding during that quarter, while EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Thus, the sum of the four quarters EPS does not necessarily equal the full-year EPS. (2) Basic shares outstanding includes shares held in a grantor trust. 106 113 27983be 10K 27983be_10K.indd 113 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 3 1 1 2/26/20 12:08 PM 107 Identifiable Assets 1 1 4 2 7 9 8 3 b e 1 0 K December 31, 2019 2018 $ 20,003,202 $ 18,214,293 4,709,724 1,930,502 4,371,151 2,310,533 $ 26,643,428 $ 24,895,977 (1) Certain amounts included in earned premiums of each segment are related to inter-segment transactions. (2) Revenues for Insurance includes $725.4 million, $714.2 million, and $688.2 million in 2019, 2018, and 2017, respectively, from foreign countries. Revenues for Reinsurance & Monoline Excess includes $249.6 million, $228.1 million, and $201.3 million in 2019, 2018 and 2017, respectively, from foreign countries. (3) Corporate, other and eliminations represent corporate revenues and expenses and other items that are not allocated to (cid:1)et premiums earned by major line of business are as follows: 2019 2018 2017 $ 2,063,401 $ 1,912,071 $ 1,843,826 1,324,801 1,184,465 650,441 545,870 5,919,819 5,702,073 5,549,403 377,650 157,039 227,327 762,016 $ 6,633,288 $ 6,371,505 $ 6,311,419 1,301,980 1,223,902 750,051 580,485 405,063 160,071 148,335 713,469 1,327,206 1,184,447 722,236 556,113 362,886 162,908 143,638 669,432 (In thousands) Insurance Reinsurance & Monoline Excess Corporate, other and eliminations (3) Consolidated _______________________________________ business segments. (In thousands) Insurance Other liability Workers' compensation Short-tail lines Commercial automobile Professional liability Total Insurance Casualty Monoline Excess Property Total Reinsurance & Monoline Excess Total Reinsurance & Monoline Excess 27983be 10K 114 (26) Quarterly Financial Information (Unaudited) The following is a summary of quarterly financial data: (In thousands, except per share data) Three months ended Revenues (cid:1)et income (cid:1)et income per share (1) Basic (2) Diluted Three months ended Revenues (cid:1)et income (cid:1)et income per share (1) Basic (2) Diluted 2019 March 31 June 30 September 30 December 31 $ 1,937,022 $ 2,023,384 $ 1,965,716 $ 1,976,074 180,722 216,709 165,208 119,306 0.95 0.94 1.14 1.12 2018 0.87 0.85 0.62 0.62 March 31 June 30 September 30 December 31 $ 1,891,247 $ 1,910,916 $ 1,937,902 $ 1,951,586 166,397 180,075 161,920 132,357 0.88 0.87 0.95 0.93 0.85 0.84 0.69 0.69 _______________________________________ (1) (cid:1)et income per share (“EPS”) in each quarter is computed using the weighted-average number of shares outstanding during that quarter, while EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Thus, the sum of the four quarters EPS does not necessarily equal the full-year EPS. (2) Basic shares outstanding includes shares held in a grantor trust. 106 107 114 27983be 10K 27983be_10K.indd 114 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 4 1 1 2/26/20 12:08 PM 1 1 5 2 7 9 8 3 b e 1 0 K 27983be 10K 115 ITEM 9. CHA(cid:1)GES I(cid:1) A(cid:1)D DISAGREEME(cid:1)TS WITH ACCOU(cid:1)TA(cid:1)TS O(cid:1) ACCOU(cid:1)TI(cid:1)G A(cid:1)D FI(cid:1)A(cid:1)CIAL DISCLOSURE Report of Independent Registered Public Accounting Firm (cid:1)one. ITEM 9A. CO(cid:1)TROLS A(cid:1)D PROCEDURES The Company's management, including its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this annual report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company has in place effective controls and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act and the rules thereunder, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. During the quarter ended December 31, 2019, 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. Management's Report On Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of Treadway Commission. 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, 2019. To the Stockholders and Board of Directors W. R. Berkley Corporation: Opinion on Internal Control Over Financial Reporting We have audited W. R. Berkley Corporation and Subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, 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, 2019, 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, 2019 and 2018, 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, 2019, and the related notes and financial statement schedules II to VI (collectively, the consolidated financial statements), and our report dated February 20, 2020 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 108 (cid:1)ew York, (cid:1)ew York February 20, 2020 K 0 1 e b 3 8 9 7 2 5 1 1 /S/ KPMG LLP 109 115 27983be 10K 27983be_10K.indd 115 2/26/20 12:08 PM K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be DISCLOSURE (cid:1)one. ITEM 9A. CO(cid:1)TROLS A(cid:1)D PROCEDURES ITEM 9. CHA(cid:1)GES I(cid:1) A(cid:1)D DISAGREEME(cid:1)TS WITH ACCOU(cid:1)TA(cid:1)TS O(cid:1) ACCOU(cid:1)TI(cid:1)G A(cid:1)D FI(cid:1)A(cid:1)CIAL Report of Independent Registered Public Accounting Firm 1 1 6 2 7 9 8 3 b e 1 0 K 27983be 10K 116 The Company's management, including its Chief Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of the end of the period covered by this annual report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company has in place effective controls and procedures designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act and the rules thereunder, is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and During the quarter ended December 31, 2019, 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 forms. reporting. Management's Report On Internal Control Over Financial Reporting A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of Treadway Commission. 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, 2019. 108 To the Stockholders and Board of Directors W. R. Berkley Corporation: Opinion on Internal Control Over Financial Reporting We have audited W. R. Berkley Corporation and Subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, 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, 2019, 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, 2019 and 2018, 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, 2019, and the related notes and financial statement schedules II to VI (collectively, the consolidated financial statements), and our report dated February 20, 2020 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Managements’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /S/ KPMG LLP 109 (cid:1)ew York, (cid:1)ew York February 20, 2020 116 27983be 10K 27983be_10K.indd 116 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 6 1 1 2/26/20 12:08 PM 27983be 10K 117 1 1 7 2 7 9 8 3 b e 1 0 K ITEM 9B. OTHER I(cid:1)FORMATIO(cid:1) (cid:1)one. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS A(cid:1)D CORPORATE GOVER(cid:1)A(cid:1)CE 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, 2019, and which is incorporated herein by reference. ITEM 11. EXECUTIVE COMPE(cid:1)SATIO(cid:1) 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, 2019, and which is incorporated herein by reference. ITEM 12. SECURITY OW(cid:1)ERSHIP OF CERTAI(cid:1) BE(cid:1)EFICIAL OW(cid:1)ERS A(cid:1)D MA(cid:1)AGEME(cid:1)T A(cid:1)D RELATED STOCKHOLDER MATTERS (a) Security ownership of certain beneficial owners 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, 2019, 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, 2019, 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, 2019, and which is incorporated herein by reference. (b) Security ownership of management (c) Changes in control (d) Equity compensation plan information 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, 2019, and which is incorporated herein by reference. ITEM 13. CERTAI(cid:1) RELATIO(cid:1)SHIPS A(cid:1)D RELATED TRA(cid:1)SACTIO(cid:1)S, A(cid:1)D DIRECTOR I(cid:1)DEPE(cid:1)DE(cid:1)CE 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, 2019, and which is incorporated herein by reference. ITEM 14. PRI(cid:1)CIPAL ACCOU(cid:1)TI(cid:1)G FEES A(cid:1)D SERVICES 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, 2019, and which is incorporated herein by reference. 110 117 27983be 10K 27983be_10K.indd 117 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 7 1 1 2/26/20 12:08 PM 111 ITEM 9B. OTHER I(cid:1)FORMATIO(cid:1) (cid:1)one. 1 1 8 2 7 9 8 3 b e 1 0 K 27983be 10K 118 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS A(cid:1)D CORPORATE GOVER(cid:1)A(cid:1)CE 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, 2019, and which is incorporated herein by reference. ITEM 11. EXECUTIVE COMPE(cid:1)SATIO(cid:1) 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, 2019, and which is incorporated herein by reference. ITEM 12. SECURITY OW(cid:1)ERSHIP OF CERTAI(cid:1) BE(cid:1)EFICIAL OW(cid:1)ERS A(cid:1)D MA(cid:1)AGEME(cid:1)T A(cid:1)D RELATED STOCKHOLDER MATTERS (a) Security ownership of certain beneficial owners 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, 2019, and which is incorporated herein by reference. (b) Security ownership of management 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, 2019, and which is incorporated herein by reference. (c) Changes in control 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, 2019, and which is incorporated herein by reference. (d) Equity compensation plan information 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, 2019, and which is incorporated herein by reference. ITEM 13. CERTAI(cid:1) RELATIO(cid:1)SHIPS A(cid:1)D RELATED TRA(cid:1)SACTIO(cid:1)S, A(cid:1)D DIRECTOR I(cid:1)DEPE(cid:1)DE(cid:1)CE 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, 2019, and which is incorporated herein by reference. ITEM 14. PRI(cid:1)CIPAL ACCOU(cid:1)TI(cid:1)G FEES A(cid:1)D SERVICES 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, 2019, and which is incorporated herein by reference. 110 111 118 27983be 10K 27983be_10K.indd 118 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 1 1 2/26/20 12:08 PM 27983be 10K 119 1 1 9 2 7 9 8 3 b e 1 0 K PART IV ITEM 15. EXHIBITS A(cid:1)D FI(cid:1)A(cid:1)CIAL STATEME(cid:1)T SCHEDULES (a) Index to Financial Statements (b) Exhibits (cid:1)umber EXHIBITS The schedules to the consolidated financial statements listed below should be read in conjunction with the consolidated financial statements included in this Annual Report on Form 10-K. Financial statement schedules not included in this Annual Report on Form 10-K have been omitted because they are not applicable or required information is shown in the financial statements or notes thereto. Index to Financial Statement Schedules Schedule II — Condensed Financial Information of Registrant Schedule III — Supplementary Insurance Information Schedule IV — Reinsurance Schedule V — Valuation and Qualifying Accounts Schedule VI — Supplementary Information Concerning Property — Casualty Insurance Operations Page 119 123 124 125 126 112 119 27983be 10K 27983be_10K.indd 119 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 9 1 1 2/26/20 12:08 PM (3.1) The Company’s Restated Certificate of Incorporation, as amended through May 10, 2004 (incorporated by reference to Exhibits 3.1 and 3.2 of the Company’s Quarterly Report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on August 6, 2003). (3.2) Amendment, dated May 11, 2004, to the Company’s Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on August 5, 2004). (3.3) Amendment, dated May 16, 2006, to the Company’s Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on May 17, 2006). (3.4) Amended and Restated By-Laws (incorporated by reference to Exhibit 3 (ii) of the Company’s Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on August 5, 2015). (4.1) Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (4.2) Indenture, dated as of February 14, 2003, between the Company and The Bank of (cid:1)ew York, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K (File (cid:1)o. 1-15202) filed with the Commission of March 31, 2003). (4.3) (4.4) (4.5) (4.6) Fifth Supplemental Indenture, dated as of February 9, 2007, between the Company and The Bank of (cid:1)ew York, as Trustee, relating to $250,000,000 principal amount of the Company’s 6.25% Senior (cid:1)otes due 2037, including form of the (cid:1)otes as Exhibit A (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K (File (cid:1)o. 1-15202) filed with the Commission on March 1, 2007). Seventh Supplemental Indenture, dated as of September 16, 2010, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company’s 5.375% Senior (cid:1)otes due 2020, including form of the (cid:1)otes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on September 16, 2010). Eighth Supplemental Indenture, dated as of March 16, 2012, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 4.625% Senior (cid:1)otes due 2022, including form of the (cid:1)otes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on March 16, 2012). (cid:1)inth Supplemental Indenture, dated as of August 6, 2014, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 4.75% Senior (cid:1)otes due 2044, including form of the (cid:1)otes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on August 6, 2014). (4.7) Subordinated Indenture, dated as of May 2, 2013, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on May 2, 2013). (4.8) First Supplemental Indenture, dated as of May 2, 2013, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $350,000,000 principal amount of the Company's 5.625% Subordinated Debentures due 2053, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on May 2, 2013). (4.9) Subordinated Indenture, dated as of March 1, 2016, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on March 1, 2016). 113 PART IV ITEM 15. EXHIBITS A(cid:1)D FI(cid:1)A(cid:1)CIAL STATEME(cid:1)T SCHEDULES (a) Index to Financial Statements The schedules to the consolidated financial statements listed below should be read in conjunction with the consolidated financial statements included in this Annual Report on Form 10-K. Financial statement schedules not included in this Annual Report on Form 10-K have been omitted because they are not applicable or required information is shown in the financial statements or notes thereto. Index to Financial Statement Schedules Schedule II — Condensed Financial Information of Registrant Schedule III — Supplementary Insurance Information Schedule IV — Reinsurance Schedule V — Valuation and Qualifying Accounts Schedule VI — Supplementary Information Concerning Property — Casualty Insurance Operations Page 119 123 124 125 126 27983be 10K 120 1 2 0 2 7 9 8 3 b e 1 0 K (b) Exhibits (cid:1)umber EXHIBITS (3.1) (3.2) (3.3) (3.4) The Company’s Restated Certificate of Incorporation, as amended through May 10, 2004 (incorporated by reference to Exhibits 3.1 and 3.2 of the Company’s Quarterly Report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on August 6, 2003). Amendment, dated May 11, 2004, to the Company’s Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on August 5, 2004). Amendment, dated May 16, 2006, to the Company’s Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on May 17, 2006). Amended and Restated By-Laws (incorporated by reference to Exhibit 3 (ii) of the Company’s Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on August 5, 2015). (4.1) Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (4.2) (4.3) (4.4) (4.5) (4.6) (4.7) (4.8) (4.9) Indenture, dated as of February 14, 2003, between the Company and The Bank of (cid:1)ew York, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Annual Report on Form 10-K (File (cid:1)o. 1-15202) filed with the Commission of March 31, 2003). Fifth Supplemental Indenture, dated as of February 9, 2007, between the Company and The Bank of (cid:1)ew York, as Trustee, relating to $250,000,000 principal amount of the Company’s 6.25% Senior (cid:1)otes due 2037, including form of the (cid:1)otes as Exhibit A (incorporated by reference to Exhibit 4.7 of the Company’s Annual Report on Form 10-K (File (cid:1)o. 1-15202) filed with the Commission on March 1, 2007). Seventh Supplemental Indenture, dated as of September 16, 2010, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company’s 5.375% Senior (cid:1)otes due 2020, including form of the (cid:1)otes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on September 16, 2010). Eighth Supplemental Indenture, dated as of March 16, 2012, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 4.625% Senior (cid:1)otes due 2022, including form of the (cid:1)otes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on March 16, 2012). (cid:1)inth Supplemental Indenture, dated as of August 6, 2014, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $350,000,000 principal amount of the Company’s 4.75% Senior (cid:1)otes due 2044, including form of the (cid:1)otes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on August 6, 2014). Subordinated Indenture, dated as of May 2, 2013, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on May 2, 2013). First Supplemental Indenture, dated as of May 2, 2013, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $350,000,000 principal amount of the Company's 5.625% Subordinated Debentures due 2053, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on May 2, 2013). Subordinated Indenture, dated as of March 1, 2016, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on March 1, 2016). 112 113 120 27983be 10K 27983be_10K.indd 120 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 0 2 1 2/26/20 12:08 PM 1 2 1 2 7 9 8 3 b e 1 0 K 27983be 10K 121 (4.10) (4.11) First Supplemental Indenture, dated as of March 1, 2016, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $110,000,000 principal amount of the Company's 5.9% Subordinated Debentures due 2056, 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 (cid:1)o. 1-15202) filed with the Commission on March 1, 2016). Second Supplemental Indenture, dated as of May 25, 2016, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $290,000,000 principal amount of the Company's 5.75% Subordinated Debentures due 2056, 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 (cid:1)o. 1-15202) filed with the Commission on May 25, 2016). (4.12) Subordinated Indenture, dated as of March 26, 2018, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on March 26, 2018). (4.13) (4.14) First Supplemental Indenture, dated as of March 26, 2018, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $175,000,000 principal amount of the Company’s 5.7% 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 (cid:1)o. 1-15202) filed with the Commission on March 26, 2018). Second Supplemental Indenture, dated as of December 16, 2019, between the Company and the Bank of (cid:1)ew York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company's 5.10% 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 (cid:1)o. 1-15202) filed with the Commission on December 16, 2019) (4.15) The instruments defining the rights of holders of the other long term debt securities of the Company are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company agrees to furnish supplementally copies of these instruments to the Commission upon request. (10.1) W. R. Berkley Corporation 2018 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s 2018 Proxy Statement (File (cid:1)o. 1-15202) filed with the Commission on April 19, 2018). (10.9) 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 (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 7, 2018). (10.10) W. R. Berkley Corporation Deferred Compensation Plan for Officers as amended and restated (cid:1)ovember 2, 2016 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 7, 2018). (10.11) W. R. Berkley Corporation Deferred Compensation Plan for Directors as amended and restated effective December 3, 2007 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on December 19, 2007). (10.12) 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 (cid:1)o. 1-15202) filed with the Commission on February 25, 2019). (10.13) W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company’s 2014 Proxy Statement (File (cid:1)o. 1-15202) filed with the Commission on April 7, 2014). (10.14) Form of 2015 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on May 4, 2015). (10.15) Form of 2016 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on May 10, 2016). (10.2) 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 (cid:1)o. 1-15202) filed with the Commission on August 6, 2003). (10.16) Form of 2018 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on May 7, 2018). (10.3) 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 (cid:1)o. 1-15202) filed with the Commission on May 3, 2005). (10.17) 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 (cid:1)o. 1-15202) filed with the Commission on February 25, 2019). (10.4) 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 (cid:1)o. 1-15202) filed with the Commission on August 6, 2010). (10.18) 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 (cid:1)o. 1-15202) filed with the Commission on February 25, 2019). (10.5) 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 (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 8, 2012). (10.6) 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 (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 7, 2014). (10.7) 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 (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 9, 2015). (10.8) 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 (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 8, 2017). 114 121 27983be 10K 27983be_10K.indd 121 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 2 1 2/26/20 12:08 PM (10.19) W. R. Berkley Corporation 2009 Directors Stock Plan (incorporated by reference to Annex B of the Company’s 2015 Proxy Statement (File (cid:1)o. 1-15202) filed with the Commission on April 20, 2015). (10.20) 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 (cid:1)o. 1-15202) filed with the Commission on February 28, 2012). (14) Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K (File (cid:1)o. 1-15202) filed with the Commission on March 14, 2005). (21) List of the Company’s subsidiaries. (23) Consent of Independent Registered Public Accounting Firm. (31.1) Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a). 115 1 2 2 2 7 9 8 3 b e 1 0 K 27983be 10K 122 (4.10) First Supplemental Indenture, dated as of March 1, 2016, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $110,000,000 principal amount of the Company's 5.9% Subordinated Debentures due 2056, 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 (cid:1)o. 1-15202) filed with the Commission on March 1, 2016). (4.11) Second Supplemental Indenture, dated as of May 25, 2016, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $290,000,000 principal amount of the Company's 5.75% Subordinated Debentures due 2056, 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 (cid:1)o. 1-15202) filed with the Commission on May 25, 2016). (4.12) Subordinated Indenture, dated as of March 26, 2018, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on March 26, 2018). (4.13) First Supplemental Indenture, dated as of March 26, 2018, between the Company and The Bank of (cid:1)ew York Mellon, as Trustee, relating to $175,000,000 principal amount of the Company’s 5.7% 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 (cid:1)o. 1-15202) filed with the Commission on March 26, 2018). (4.14) Second Supplemental Indenture, dated as of December 16, 2019, between the Company and the Bank of (cid:1)ew York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company's 5.10% 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 (cid:1)o. 1-15202) filed with the Commission on December 16, 2019) (4.15) The instruments defining the rights of holders of the other long term debt securities of the Company are omitted pursuant to Section (b)(4)(iii)(A) of Item 601 of Regulation S-K. The Company agrees to furnish supplementally copies of these instruments to the Commission upon request. (10.1) W. R. Berkley Corporation 2018 Stock Incentive Plan (incorporated by reference to Annex A of the Company’s 2018 Proxy Statement (File (cid:1)o. 1-15202) filed with the Commission on April 19, 2018). (10.9) 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 (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 7, 2018). (10.10) W. R. Berkley Corporation Deferred Compensation Plan for Officers as amended and restated (cid:1)ovember 2, 2016 (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 7, 2018). (10.11) W. R. Berkley Corporation Deferred Compensation Plan for Directors as amended and restated effective December 3, 2007 (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File (cid:1)o. 1-15202) filed with the Commission on December 19, 2007). (10.12) 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 (cid:1)o. 1-15202) filed with the Commission on February 25, 2019). (10.13) W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Annex A of the Company’s 2014 Proxy Statement (File (cid:1)o. 1-15202) filed with the Commission on April 7, 2014). (10.14) Form of 2015 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on May 4, 2015). (10.15) Form of 2016 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on May 10, 2016). (10.2) 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 (cid:1)o. 1-15202) filed with the Commission on August 6, 2003). (10.16) Form of 2018 Performance Unit Award Agreement under the W. R. Berkley Corporation 2014 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File (cid:1)o. 1-15202) filed with the Commission on May 7, 2018). (10.3) 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 (cid:1)o. 1-15202) filed with the Commission on (10.17) 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 (cid:1)o. 1-15202) filed with the Commission on February 25, 2019). (10.4) 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 (cid:1)o. 1-15202) filed with the Commission on (10.18) 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 (cid:1)o. 1-15202) filed with the Commission on February 25, 2019). May 3, 2005). August 6, 2010). (10.5) 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 (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 8, 2012). (10.6) 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 (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 7, 2014). (10.7) 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 (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 9, 2015). (10.8) 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 (cid:1)o. 1-15202) filed with the Commission on (cid:1)ovember 8, 2017). (10.19) W. R. Berkley Corporation 2009 Directors Stock Plan (incorporated by reference to Annex B of the Company’s 2015 Proxy Statement (File (cid:1)o. 1-15202) filed with the Commission on April 20, 2015). (10.20) 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 (cid:1)o. 1-15202) filed with the Commission on February 28, 2012). (14) Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14 of the Company’s Annual Report on Form 10-K (File (cid:1)o. 1-15202) filed with the Commission on March 14, 2005). (21) List of the Company’s subsidiaries. (23) Consent of Independent Registered Public Accounting Firm. (31.1) Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a). 114 115 122 27983be 10K 27983be_10K.indd 122 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 2 2 1 2/26/20 12:08 PM 1 2 3 2 7 9 8 3 b e 1 0 K 27983be 10K 123 (31.2) Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a). (32.1) Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIG(cid:1)ATURES ITEM 16. FORM 10-K Summary (cid:1)one. February 20, 2020 W. R. BERKLEY CORPORATIO(cid:1) By /s/ W. Robert Berkley, Jr. W. Robert Berkley, Jr. President and Chief Executive Officer 116 123 27983be 10K 27983be_10K.indd 123 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 3 2 1 2/26/20 12:08 PM 117 1 2 4 2 7 9 8 3 b e 1 0 K 27983be 10K 124 (31.2) Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/ 15d-14(a). (32.1) Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. ITEM 16. FORM 10-K Summary (cid:1)one. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIG(cid:1)ATURES W. R. BERKLEY CORPORATIO(cid:1) By /s/ W. Robert Berkley, Jr. W. Robert Berkley, Jr. President and Chief Executive Officer February 20, 2020 116 117 124 27983be 10K 27983be_10K.indd 124 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 4 2 1 2/26/20 12:08 PM 1 2 5 2 7 9 8 3 b e 1 0 K 27983be 10K 125 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date W. R. Berkley Corporation Condensed Financial Information of Registrant Balance Sheets (Parent Company) Executive Chairman of the Board of Directors February 20, 2020 (In thousands) Assets: /s/ William R. Berkley William R. Berkley /s/ W. Robert Berkley, Jr. W. Robert Berkley, Jr. /s/ Christopher L. Augostini Christopher L. Augostini /s/ Ronald E. Blaylock Ronald E. Blaylock /s/ Mark E. Brockbank Mark E. Brockbank /s/ Mary C. Farrell Mary C. Farrell /s/ María Luisa Ferré María Luisa Ferré /s/ Jack H. (cid:1)usbaum Jack H. (cid:1)usbaum /s/ Leigh Ann Pusey Leigh Ann Pusey /s/ Mark L. Shapiro Mark L. Shapiro /s/ Jonathan Talisman Jonathan Talisman /s/ Richard M. Baio Richard M. Baio Schedule II December 31, 2019 2018 $ 389,801 $ 83,950 723,959 1,307,347 7,623,639 6,786,999 55,794 3,430 18,857 — 12,323 13,294 51,544 3,430 9,068 66,995 13,391 12,340 $ 8,841,097 $ 8,335,064 $ 107,245 $ 116,125 118,593 22,846 115,562 — 1,198,704 907,491 1,318,770 1,758,035 2,766,158 2,897,213 — 70,535 — 70,535 1,056,042 1,039,633 7,932,372 7,558,619 (257,299) (510,470) (2,726,711) (2,720,466) 6,074,939 5,437,851 $ 8,841,097 $ 8,335,064 President Chief Executive Officer and Director (Principal executive officer) Director Director Director Director Director Director Director Director Director Executive Vice President Chief Financial Officer and Treasurer (Principal financial officer and principal accounting officer) 118 February 20, 2020 Cash and cash equivalents February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 Fixed maturity securities available for sale at fair value (cost $718,642 and $1,317,058 at December 31, 2019 and 2018, respectively) Loans receivable Equity securities, at fair value (cost $3,430 in 2019 and $3,430 in 2018) Investment in subsidiaries Current federal income taxes Deferred federal income taxes Property, furniture and equipment at cost, less accumulated depreciation Other assets Total assets Liabilities and stockholders’ equity: Liabilities: Due to subsidiaries Other liabilities Deferred federal income taxes Subordinated debentures Senior notes Total liabilities Stockholders’ equity: Preferred stock Common stock Additional paid-in capital Accumulated other comprehensive income Treasury stock, at cost Total stockholders’ equity Total liabilities and stockholders’ equity ________________ Retained earnings (including accumulated undistributed net income of subsidiaries of $5,564,980 and $5,068,139 at December 31, 2019 and 2018, respectively) See Report of Independent Registered Public Accounting Firm and note to condensed financial information. K 0 1 e b 3 8 9 7 2 5 2 1 2/26/20 12:08 PM 119 125 27983be 10K 27983be_10K.indd 125 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be /s/ William R. Berkley William R. Berkley /s/ W. Robert Berkley, Jr. W. Robert Berkley, Jr. /s/ Christopher L. Augostini Christopher L. Augostini /s/ Ronald E. Blaylock Ronald E. Blaylock /s/ Mark E. Brockbank Mark E. Brockbank /s/ Mary C. Farrell Mary C. Farrell /s/ María Luisa Ferré María Luisa Ferré /s/ Jack H. (cid:1)usbaum Jack H. (cid:1)usbaum /s/ Leigh Ann Pusey Leigh Ann Pusey /s/ Mark L. Shapiro Mark L. Shapiro /s/ Jonathan Talisman Jonathan Talisman /s/ Richard M. Baio Richard M. Baio Chief Executive Officer and Director (Principal executive officer) Director Director Director Director Director Director Director Director Director February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 February 20, 2020 Executive Vice President February 20, 2020 Chief Financial Officer and Treasurer (Principal financial officer and principal accounting officer) 1 2 6 2 7 9 8 3 b e 1 0 K Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date W. R. Berkley Corporation Condensed Financial Information of Registrant Balance Sheets (Parent Company) Executive Chairman of the Board of Directors February 20, 2020 (In thousands) Assets: President February 20, 2020 Cash and cash equivalents Fixed maturity securities available for sale at fair value (cost $718,642 and $1,317,058 at December 31, 2019 and 2018, respectively) Loans receivable Equity securities, at fair value (cost $3,430 in 2019 and $3,430 in 2018) Investment in subsidiaries Current federal income taxes Deferred federal income taxes Property, furniture and equipment at cost, less accumulated depreciation Other assets Total assets Liabilities and stockholders’ equity: Liabilities: Due to subsidiaries Other liabilities Deferred federal income taxes Subordinated debentures Senior notes Total liabilities Stockholders’ equity: Preferred stock Common stock Additional paid-in capital Retained earnings (including accumulated undistributed net income of subsidiaries of $5,564,980 and $5,068,139 at December 31, 2019 and 2018, respectively) Accumulated other comprehensive income Treasury stock, at cost Total stockholders’ equity Total liabilities and stockholders’ equity ________________ 27983be 10K 126 Schedule II December 31, 2019 2018 $ 389,801 $ 83,950 723,959 1,307,347 55,794 3,430 51,544 3,430 7,623,639 6,786,999 18,857 — 12,323 13,294 9,068 66,995 13,391 12,340 $ 8,841,097 $ 8,335,064 $ 107,245 $ 116,125 118,593 22,846 115,562 — 1,198,704 907,491 1,318,770 1,758,035 2,766,158 2,897,213 — 70,535 — 70,535 1,056,042 1,039,633 7,932,372 7,558,619 (257,299) (510,470) (2,726,711) (2,720,466) 6,074,939 5,437,851 $ 8,841,097 $ 8,335,064 See Report of Independent Registered Public Accounting Firm and note to condensed financial information. 118 119 126 27983be 10K 27983be_10K.indd 126 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 6 2 1 2/26/20 12:08 PM 27983be 10K 127 1 2 7 2 7 9 8 3 b e 1 0 K W. R. Berkley Corporation Condensed Financial Information of Registrant, Continued Statements of Income (Parent Company) W. R. Berkley Corporation Condensed Financial Information of Registrant, Continued Statements of Cash Flows (Parent Company) Schedule II, Continued Schedule II, Continued (In thousands) Management fees and investment income including dividends from subsidiaries of $416,027, $639,477, and $694,462 for the years ended December 31, 2019, 2018 and 2017, respectively (cid:1)et investment gains (losses) Other income Total revenues Operating costs and expense Interest expense Income before federal income taxes Federal income taxes: Year Ended December 31, 2018 2019 2017 $ 470,773 $ 697,687 $ 738,923 850 117 471,740 204,812 148,282 118,646 (1,685) 530 696,532 191,873 155,082 349,577 (4,286) 805 735,442 182,145 146,929 406,368 Federal income taxes provided by subsidiaries on a separate return basis 207,647 409,439 115,597 Federal income tax expense on a consolidated return basis (cid:1)et federal income tax expense (benefit) Income before undistributed equity in net income of subsidiaries Equity in undistributed net income (loss) of subsidiaries (cid:1)et income ________________ (141,190) (113,138) (195,261) 66,457 185,103 496,841 296,301 645,878 (5,129) (79,664) 326,704 222,390 $ 681,944 $ 640,749 $ 549,094 See Report of Independent Registered Public Accounting Firm and note to condensed financial information. Federal income taxes provided by subsidiaries on a separate return basis (207,646) (409,439) (115,597) (In thousands) Cash flows from operating activities: (cid:1)et income Adjustments to reconcile net income to net cash from operating activities: (cid:1)et investment (gains) losses Depreciation and amortization Equity in undistributed earnings of subsidiaries Tax payments received from subsidiaries Proceeds from sales of fixed maturity securities Proceeds from maturities and prepayments of fixed maturity securities Stock incentive plans Change in: Federal income taxes Other assets Other liabilities Accrued investment income (cid:1)et cash from operating activities Cash from (used) in investing activities: Cost of purchases of fixed maturity securities Change in loans receivable Investments in and advances to subsidiaries, net Change in balance due to security broker (cid:1)et additions to real estate, furniture & equipment Other, net (cid:1)et cash from (used in) investing activities Cash used in financing activities: (cid:1)et proceeds from issuance of senior notes Repayment of senior notes Purchase of common treasury shares Cash dividends to common stockholders (cid:1)et cash used in financing activities (cid:1)et increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year ________________ Year Ended December 31, 2019 2018 2017 $ 681,944 $ 640,749 $ 549,094 (850) 7,058 (496,841) 192,407 1,685 9,441 5,129 282,084 4,286 2,039 (222,390) 98,313 28,389 28,531 38,075 11,841 (5,343) 11,866 4,395 227,220 (77,415) 1,348 109,016 (2,870) 588,259 2,711 (877) 18,661 (2,818) 371,497 619,334 435,473 668,447 255,528 849,330 316,611 (459,418) (1,188,821) (1,329,379) 555,244 (448,232) (215,232) (4,250) (36,170) 1,475 (184,597) 245 (112) 142 (264) — — 290,454 (440,651) (18,225) (308,191) (476,613) 305,851 83,950 178,562 — (24,750) (254,951) (101,139) 38,888 45,062 (29,600) (21,139) (1,055) — — — — (47,807) (188,199) (236,006) (79,741) 124,803 $ 389,801 $ 83,950 $ 45,062 See Report of Independent Registered Public Accounting Firm and note to condensed financial information. 120 127 27983be 10K 27983be_10K.indd 127 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 7 2 1 2/26/20 12:08 PM 121 1 2 8 2 7 9 8 3 b e 1 0 K Schedule II, Continued W. R. Berkley Corporation Condensed Financial Information of Registrant, Continued Statements of Income (Parent Company) W. R. Berkley Corporation Condensed Financial Information of Registrant, Continued Statements of Cash Flows (Parent Company) 27983be 10K 128 Schedule II, Continued Management fees and investment income including dividends from subsidiaries of $416,027, $639,477, and $694,462 for the years ended December 31, 2019, 2018 and (In thousands) 2017, respectively (cid:1)et investment gains (losses) Other income Total revenues Operating costs and expense Interest expense Income before federal income taxes Federal income taxes: Year Ended December 31, 2019 2018 2017 $ 470,773 $ 697,687 $ 738,923 850 117 471,740 204,812 148,282 118,646 (1,685) 530 696,532 191,873 155,082 349,577 (4,286) 805 735,442 182,145 146,929 406,368 Federal income taxes provided by subsidiaries on a separate return basis 207,647 409,439 115,597 Federal income tax expense on a consolidated return basis (cid:1)et federal income tax expense (benefit) Income before undistributed equity in net income of subsidiaries Equity in undistributed net income (loss) of subsidiaries (cid:1)et income ________________ (141,190) (113,138) (195,261) 66,457 185,103 496,841 296,301 645,878 (5,129) (79,664) 326,704 222,390 $ 681,944 $ 640,749 $ 549,094 See Report of Independent Registered Public Accounting Firm and note to condensed financial information. (In thousands) Cash flows from operating activities: (cid:1)et income Adjustments to reconcile net income to net cash from operating activities: (cid:1)et investment (gains) losses Depreciation and amortization Equity in undistributed earnings of subsidiaries Tax payments received from subsidiaries Year Ended December 31, 2018 2017 2019 $ 681,944 $ 640,749 $ 549,094 (850) 7,058 (496,841) 192,407 1,685 9,441 5,129 282,084 4,286 2,039 (222,390) 98,313 Federal income taxes provided by subsidiaries on a separate return basis (207,646) (409,439) (115,597) Stock incentive plans Change in: Federal income taxes Other assets Other liabilities Accrued investment income (cid:1)et cash from operating activities Cash from (used) in investing activities: Proceeds from sales of fixed maturity securities Proceeds from maturities and prepayments of fixed maturity securities Cost of purchases of fixed maturity securities Change in loans receivable Investments in and advances to subsidiaries, net Change in balance due to security broker (cid:1)et additions to real estate, furniture & equipment Other, net (cid:1)et cash from (used in) investing activities Cash used in financing activities: (cid:1)et proceeds from issuance of senior notes Repayment of senior notes Purchase of common treasury shares Cash dividends to common stockholders (cid:1)et cash used in financing activities (cid:1)et increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year ________________ 28,389 28,531 38,075 11,841 (5,343) 11,866 4,395 227,220 (77,415) 1,348 109,016 (2,870) 588,259 2,711 (877) 18,661 (2,818) 371,497 619,334 435,473 668,447 255,528 849,330 316,611 (459,418) (1,188,821) (1,329,379) (4,250) (36,170) 1,475 (184,597) 245 (112) 142 — (264) — (29,600) (21,139) — (1,055) — 555,244 (448,232) (215,232) 290,454 (440,651) (18,225) (308,191) (476,613) 305,851 83,950 178,562 — (24,750) (254,951) (101,139) 38,888 45,062 — — (47,807) (188,199) (236,006) (79,741) 124,803 $ 389,801 $ 83,950 $ 45,062 See Report of Independent Registered Public Accounting Firm and note to condensed financial information. 120 121 128 27983be 10K 27983be_10K.indd 128 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 8 2 1 2/26/20 12:08 PM 27983be 10K 129 1 2 9 2 7 9 8 3 b e 1 0 K W. R. Berkley Corporation Condensed Financial Information of Registrant, Continued December 31, 2019 (cid:1)ote to Condensed Financial Information (Parent Company) I I I e l u d e h c S The accompanying condensed financial information should be read in conjunction with the notes to consolidated financial statements included elsewhere herein. Reclassifications have been made in the 2018 and 2017 financial statements as originally reported to conform them to the presentation of the 2019 financial statements. The Company files a consolidated federal tax return with the results of its domestic insurance subsidiaries included on a statutory basis. Under present Company policy, federal income taxes payable by subsidiary companies on a separate-return basis are paid to W. R. Berkley Corporation, and the Company pays the tax due on a consolidated return basis. 122 129 27983be 10K 27983be_10K.indd 129 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 9 2 1 2/26/20 12:08 PM s e i r a i d i s b u S d n a n o i t a r o p r o C y e l k r e B . R . W n o i t a m r o f n I e c n a r u s n I y r a t n e m e l p p u S 7 1 0 2 d n a 8 1 0 2 , 9 1 0 2 , 1 3 r e b m e c e D t e (cid:1) s m u i m e r P n e t t i r W r e h t O g n i t a r e p O s t s o C s e s n e p x E d n a n o i t a z i t r o m A f o d e r r e f e D y c i l o P n o i t i s i u q c A t s o C d n a s s o L s s o L s e s n e p x E t e (cid:1) t n e m t s e v n I e m o c n I t e (cid:1) s m u i m e r P d e n r a E d e n r a e n U s m u i m e r P r o f e v r e s e R d n a s e s s o L s s o L s e s n e p x E d e r r e f e D y c i l o P n o i t i s i u q c A t s o C $ $ $ $ — 2 2 3 , 1 4 6 5 8 8 , 2 1 1 1 2 8 , 8 1 2 5 0 9 , 1 9 7 , 5 9 6 2 , 6 3 1 , 1 — 3 9 9 , 4 0 7 1 3 4 , 9 6 9 4 5 , 4 5 2 5 1 5 , 5 5 5 , 5 3 6 4 , 1 0 0 , 1 $ $ $ $ — 8 0 5 , 8 8 7 8 3 7 , 6 2 1 — 6 4 7 , 8 0 9 3 4 7 , 2 0 2 $ $ $ $ — 4 4 3 , 8 0 4 8 5 3 , 6 6 5 , 3 — 3 7 1 , 3 3 5 5 7 1 , 9 6 4 , 3 $ $ $ $ 2 8 0 , 4 6 1 7 2 1 , 2 5 4 1 6 , 5 4 6 0 9 4 , 3 3 4 4 3 5 , 9 7 1 1 1 2 , 1 6 5 3 2 , 4 7 6 2 6 8 , 6 6 3 2 6 4 , 0 6 1 4 6 4 , 8 4 $ $ $ $ $ $ $ $ $ $ $ $ 7 2 2 , 3 3 4 , 6 5 7 9 , 7 6 4 , 1 6 4 2 , 5 1 9 2 0 7 , 4 7 9 , 3 5 0 5 , 1 7 3 , 6 1 9 9 , 9 5 3 , 3 8 4 4 , 6 6 9 , 1 1 $ 9 2 6 , 7 9 4 9 0 0 , 6 8 0 , 6 $ 8 2 3 , 9 4 0 , 1 $ 3 3 3 , 0 4 8 $ 1 5 5 , 2 9 6 , 3 $ 5 0 4 , 9 2 4 $ 9 1 8 , 9 1 9 , 5 $ 2 5 1 , 4 0 3 , 3 $ 0 5 9 , 6 3 8 , 9 $ 2 8 0 , 8 3 4 9 9 4 , 3 6 8 , 6 1 7 4 , 0 6 3 , 1 1 1 6 , 1 0 0 , 1 6 1 1 , 1 3 1 , 4 8 8 2 , 3 3 6 , 6 7 0 5 , 6 5 6 , 3 9 4 2 , 3 8 5 , 2 1 $ 4 6 3 , 7 1 5 — 0 9 4 , 7 7 7 0 2 5 , 8 8 3 2 6 , 2 2 2 — — 8 7 2 , 1 6 1 5 6 5 , 8 3 4 9 6 4 , 3 1 7 5 5 3 , 2 5 3 9 9 2 , 6 4 7 , 2 2 8 2 , 9 7 s s e c x E e n i l o n o M & e c n a r u s n i e R — — — — s n o i t a n i m i l e d n a r e h t o , e t a r o p r o C 3 7 0 , 2 0 7 , 5 3 3 4 , 1 8 0 , 3 9 2 7 , 8 7 2 , 9 $ 8 6 5 , 2 3 4 2 3 4 , 9 6 6 8 5 5 , 8 7 2 9 1 7 , 7 8 6 , 2 1 6 0 , 5 6 s s e c x E e n i l o n o M & e c n a r u s n i e R — — — — s n o i t a n i m i l e d n a r e h t o , e t a r o p r o C 3 0 4 , 9 4 5 , 5 5 0 8 , 7 8 9 , 2 6 2 9 , 8 5 8 , 8 $ 5 3 5 , 8 2 4 6 1 0 , 2 6 7 5 7 3 , 2 0 3 2 8 4 , 1 1 8 , 2 4 1 0 , 9 7 s s e c x E e n i l o n o M & e c n a r u s n i e R — — — — s n o i t a n i m i l e d n a r e h t o , e t a r o p r o C . m r i F g n i t n u o c c A c i l b u P d e r e t s i g e R t n e d n e p e d n I f o t r o p e R e e S _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 8 0 5 , 0 6 2 , 6 $ 3 4 4 , 5 2 3 , 1 $ 9 8 4 , 1 1 1 , 1 $ 8 4 3 , 2 0 0 , 4 $ 8 8 7 , 5 7 5 $ 9 1 4 , 1 1 3 , 6 $ 0 8 1 , 0 9 2 , 3 $ 8 0 4 , 0 7 6 , 1 1 $ 9 4 5 , 7 0 5 l a t o T $ $ $ $ $ $ 9 1 0 2 , 1 3 r e b m e c e D ) s d n a s u o h t n I ( e c n a r u s n I 8 1 0 2 , 1 3 r e b m e c e D e c n a r u s n I l a t o T 7 1 0 2 , 1 3 r e b m e c e D e c n a r u s n I l a t o T 3 2 1 27983be 10K 130 Condensed Financial Information of Registrant, Continued W. R. Berkley Corporation December 31, 2019 (cid:1)ote to Condensed Financial Information (Parent Company) The accompanying condensed financial information should be read in conjunction with the notes to consolidated financial statements included elsewhere herein. Reclassifications have been made in the 2018 and 2017 financial statements as originally reported to conform them to the presentation of the 2019 financial statements. The Company files a consolidated federal tax return with the results of its domestic insurance subsidiaries included on a statutory basis. Under present Company policy, federal income taxes payable by subsidiary companies on a separate-return basis are paid to W. R. Berkley Corporation, and the Company pays the tax due on a consolidated return basis. 1 3 0 2 7 9 8 3 b e 1 0 K 1 2 3 S e e R e p o r t o f I n d e p e n d e n t R e g i s t e r e d P u b l i c A c c o u n t i n g F i r m . T o t a l C o r p o r a t e , o t h e r a n d e l i m i n a t i o n s R e i n s u r a n c e & M o n o l i n e E x c e s s _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ T o t a l I n s u r a n c e D e c e m b e r 3 1 , 2 0 1 7 C o r p o r a t e , o t h e r a n d e l i m i n a t i o n s R e i n s u r a n c e & M o n o l i n e E x c e s s T o t a l I n s u r a n c e D e c e m b e r 3 1 , 2 0 1 8 I n s u r a n c e ( I n t h o u s a n d s ) D e c e m b e r 3 1 , 2 0 1 9 C o r p o r a t e , o t h e r a n d e l i m i n a t i o n s R e i n s u r a n c e & M o n o l i n e E x c e s s $ $ $ $ $ $ 5 0 7 , 5 4 9 $ 1 1 , 6 7 0 , 4 0 8 $ 3 , 2 9 0 , 1 8 0 $ 6 , 3 1 1 , 4 1 9 $ 5 7 5 , 7 8 8 $ 4 , 0 0 2 , 3 4 8 $ 1 , 1 1 1 , 4 8 9 $ 1 , 3 2 5 , 4 4 3 $ 6 , 2 6 0 , 5 0 8 7 9 , 0 1 4 2 , 8 1 1 , 4 8 2 4 2 8 , 5 3 5 $ 8 , 8 5 8 , 9 2 6 — — 4 9 7 , 6 2 9 $ 1 1 , 9 6 6 , 4 4 8 6 5 , 0 6 1 2 , 6 8 7 , 7 1 9 4 3 2 , 5 6 8 $ 9 , 2 7 8 , 7 2 9 — — 5 1 7 , 3 6 4 $ 1 2 , 5 8 3 , 2 4 9 — — $ $ $ $ 2 , 9 8 7 , 8 0 5 3 0 2 , 3 7 5 — 3 , 3 5 9 , 9 9 1 3 , 0 8 1 , 4 3 3 2 7 8 , 5 5 8 — 3 , 6 5 6 , 5 0 7 — $ $ $ $ 5 , 5 4 9 , 4 0 3 7 6 2 , 0 1 6 — 6 , 3 7 1 , 5 0 5 5 , 7 0 2 , 0 7 3 6 6 9 , 4 3 2 — 6 , 6 3 3 , 2 8 8 — $ $ $ $ 7 9 , 2 8 2 2 , 7 4 6 , 2 9 9 3 5 2 , 3 5 5 7 1 3 , 4 6 9 4 8 , 4 6 4 1 6 0 , 4 6 2 3 6 6 , 8 6 2 6 7 4 , 2 3 5 6 1 , 2 1 1 1 7 9 , 5 3 4 4 3 3 , 4 9 0 6 4 5 , 6 1 4 5 2 , 1 2 7 1 6 4 , 0 8 2 $ $ $ $ 3 , 4 6 9 , 1 7 5 5 3 3 , 1 7 3 — 3 , 9 7 4 , 7 0 2 3 , 5 6 6 , 3 5 8 4 0 8 , 3 4 4 — 4 , 1 3 1 , 1 1 6 — $ $ $ $ 2 0 2 , 7 4 3 9 0 8 , 7 4 6 — 9 1 5 , 2 4 6 1 2 6 , 7 3 8 7 8 8 , 5 0 8 — 1 , 0 0 1 , 6 1 1 — $ $ $ $ 4 3 8 , 5 6 5 1 6 1 , 2 7 8 2 5 4 , 5 4 9 6 9 , 4 3 1 1 , 0 0 1 , 4 6 3 1 , 4 6 7 , 9 7 5 2 1 8 , 8 2 1 1 1 2 , 8 8 5 1 , 1 3 6 , 2 6 9 1 , 3 6 0 , 4 7 1 2 2 2 , 6 2 3 8 8 , 5 2 0 $ $ $ $ 5 , 5 5 5 , 5 1 5 7 0 4 , 9 9 3 — 6 , 4 3 3 , 2 2 7 5 , 7 9 1 , 9 0 5 6 4 1 , 3 2 2 — 6 , 8 6 3 , 4 9 9 7 7 7 , 4 9 0 — 4 3 8 , 0 8 2 $ 9 , 8 3 6 , 9 5 0 $ 3 , 3 0 4 , 1 5 2 $ 5 , 9 1 9 , 8 1 9 $ 4 2 9 , 4 0 5 $ 3 , 6 9 2 , 5 5 1 $ 8 4 0 , 3 3 3 $ 1 , 0 4 9 , 3 2 8 $ 6 , 0 8 6 , 0 0 9 C o s t A c q u i s i t i o n P o l i c y D e f e r r e d E x p e n s e s L o s s L o s s e s a n d R e s e r v e f o r P r e m i u m s U n e a r n e d E a r n e d P r e m i u m s (cid:1) e t I n c o m e I n v e s t m e n t (cid:1) e t E x p e n s e s L o s s L o s s a n d C o s t A c q u i s i t i o n P o l i c y D e f e r r e d o f A m o r t i z a t i o n a n d E x p e n s e s C o s t s O p e r a t i n g O t h e r W r i t t e n P r e m i u m s (cid:1) e t D e c e m b e r 3 1 , 2 0 1 9 , 2 0 1 8 a n d 2 0 1 7 S u p p l e m e n t a r y I n s u r a n c e I n f o r m a t i o n 122 130 27983be 10K 27983be_10K.indd 130 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 15:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be . W R . B e r k l e y C o r p o r a t i o n a n d S u b s i d i a r i e s S c h e d u l e I I I K 0 1 e b 3 8 9 7 2 0 3 1 2/26/20 3:11 PM 1 3 1 2 7 9 8 3 b e 1 0 K 27983be 10K 131 Schedule IV W. R. Berkley Corporation and Subsidiaries Reinsurance Years ended December 31, 2019, 2018 and 2017 (In thousands, other than percentages) Year ended December 31, 2019 Insurance Reinsurance & Monoline Excess Total Year ended December 31, 2018 Insurance Reinsurance & Monoline Excess Total Year ended December 31, 2017 Insurance Reinsurance & Monoline Excess Total Premiums Written Direct Amount Ceded to Other Companies Assumed from Other Companies (cid:1)et Amount Percentage of Amount Assumed to (cid:1)et $ $ $ $ $ $ 7,180,759 $ 1,312,564 $ 217,814 $ 6,086,009 206,000 86,155 657,645 777,490 7,386,759 $ 1,398,719 $ 875,459 $ 6,863,499 6,782,757 $ 1,188,297 $ 197,445 $ 5,791,905 190,459 80,970 531,833 641,322 6,973,216 $ 1,269,267 $ 729,278 $ 6,433,227 6,537,777 $ 1,143,656 $ 161,394 $ 5,555,515 188,252 72,799 589,540 704,993 6,726,029 $ 1,216,455 $ 750,934 $ 6,260,508 3.6% 84.6% 12.8% 3.4% 82.9% 11.3% 2.9% 83.6% 12.0% ___________________________ See Report of Independent Registered Public Accounting Firm. W. R. Berkley Corporation and Subsidiaries Valuation and Qualifying Accounts Years ended December 31, 2019, 2018 and 2017 Schedule V (In thousands) Year ended December 31, 2019 Premiums and fees receivable Due from reinsurers Deferred federal and foreign income taxes Loan loss reserves Total Year ended December 31, 2018 Premiums and fees receivable Due from reinsurers Deferred federal and foreign income taxes Loan loss reserves Total Year ended December 31, 2017 Premiums and fees receivable Due from reinsurers Deferred federal and foreign income taxes Loan loss reserves Total _______________________ See Report of Independent Registered Public Accounting Firm. Opening Balance Additions- Charged to Expense Deduction- Amounts Written Off Ending Balance $ 39,093 $ (5,549) $ (6,998) $ 26,546 $ $ $ $ 947 35,195 3,383 1,010 16,619 3,383 1,049 5,457 3,397 78,618 $ (4,251) $ (11,735) $ 62,632 39,926 $ 6,985 $ (7,817) $ 39,093 1,298 — — 18,772 65 — (257) (3,243) (1,237) (128) (196) — (29) 12,663 (14) (10) (1,501) — 690 33,250 2,146 947 35,195 3,383 1,010 16,619 3,383 60,938 $ 25,822 $ (8,141) $ 78,618 26,569 $ 20,720 $ (7,363) $ 39,926 $ 36,472 $ 33,340 $ (8,874) $ 60,938 124 131 27983be 10K 27983be_10K.indd 131 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 1 3 1 2/26/20 12:08 PM 125 1 3 2 2 7 9 8 3 b e 1 0 K Schedule IV W. R. Berkley Corporation and Subsidiaries Reinsurance Years ended December 31, 2019, 2018 and 2017 Reinsurance & Monoline Excess 206,000 86,155 657,645 777,490 Reinsurance & Monoline Excess 190,459 80,970 531,833 641,322 Premiums Written Direct Amount Ceded to Other Companies Assumed from Other Companies (cid:1)et Amount Percentage of Amount Assumed to (cid:1)et $ $ $ $ $ $ 7,180,759 $ 1,312,564 $ 217,814 $ 6,086,009 7,386,759 $ 1,398,719 $ 875,459 $ 6,863,499 6,782,757 $ 1,188,297 $ 197,445 $ 5,791,905 6,973,216 $ 1,269,267 $ 729,278 $ 6,433,227 6,537,777 $ 1,143,656 $ 161,394 $ 5,555,515 6,726,029 $ 1,216,455 $ 750,934 $ 6,260,508 3.6% 84.6% 12.8% 3.4% 82.9% 11.3% 2.9% 83.6% 12.0% (In thousands, other than percentages) Year ended December 31, 2019 Year ended December 31, 2018 Year ended December 31, 2017 Insurance Total Insurance Total Insurance Total Reinsurance & Monoline Excess 188,252 72,799 589,540 704,993 ___________________________ See Report of Independent Registered Public Accounting Firm. 27983be 10K 132 Schedule V W. R. Berkley Corporation and Subsidiaries Valuation and Qualifying Accounts Years ended December 31, 2019, 2018 and 2017 (In thousands) Year ended December 31, 2019 Premiums and fees receivable Due from reinsurers Deferred federal and foreign income taxes Loan loss reserves Total Year ended December 31, 2018 Premiums and fees receivable Due from reinsurers Deferred federal and foreign income taxes Loan loss reserves Total Year ended December 31, 2017 Premiums and fees receivable Due from reinsurers Deferred federal and foreign income taxes Loan loss reserves Total _______________________ See Report of Independent Registered Public Accounting Firm. Opening Balance Additions- Charged to Expense Deduction- Amounts Written Off Ending Balance $ 39,093 $ (5,549) $ (6,998) $ 26,546 $ $ $ $ 947 35,195 3,383 — 1,298 — (257) (3,243) (1,237) 690 33,250 2,146 78,618 $ (4,251) $ (11,735) $ 62,632 39,926 $ 6,985 $ (7,817) $ 39,093 1,010 16,619 3,383 65 18,772 — (128) (196) — 947 35,195 3,383 60,938 $ 25,822 $ (8,141) $ 78,618 26,569 $ 20,720 $ (7,363) $ 39,926 1,049 5,457 3,397 (29) 12,663 (14) (10) (1,501) — 1,010 16,619 3,383 $ 36,472 $ 33,340 $ (8,874) $ 60,938 124 125 132 27983be 10K 27983be_10K.indd 132 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 2 3 1 2/26/20 12:08 PM 1 3 3 2 7 9 8 3 b e 1 0 K 27983be 10K 133 Schedule VI W. R. Berkley Corporation and Subsidiaries Supplementary Information Concerning Property-Casualty Insurance Operations Years Ended December 31, 2019, 2018 and 2017 (In thousands) Deferred policy acquisition costs Reserves for losses and loss expenses Unearned premiums (cid:1)et premiums earned (cid:1)et investment income Losses and loss expenses incurred: Current year Prior years Loss reserve discount accretion Amortization of deferred policy acquisition costs Paid losses and loss expenses (cid:1)et premiums written ___________________ See Report of Independent Registered Public Accounting Firm. 2019 2018 2017 $ 517,364 $ 497,629 $ 507,549 12,583,249 11,966,448 11,670,408 3,656,507 3,359,991 3,290,180 6,633,288 6,371,505 6,311,419 645,614 674,235 575,788 4,057,989 3,926,489 3,963,543 34,079 39,048 6,831 41,382 (5,165) 43,970 1,001,611 915,246 1,111,489 3,659,402 3,664,885 3,589,955 6,863,499 6,433,227 6,260,508 126 133 27983be 10K 27983be_10K.indd 133 K 8.250 in x 12.000 in W. R. Berkley Corporation 02.26.2020 12:14PM 27983be brobson (sa1) 27983be 10K fviruet file://sanjfs5.sa1.com/Sandy2/27983be K 0 1 e b 3 8 9 7 2 3 3 1 2/26/20 12:08 PM OPERATING UNITS BERKLEY INSURANCE COMPANY 475 Steamboat Road Greenwich, Connecticut 06830 Tel: (203) 542 3800 William R. Berkley, Chairman W. Robert Berkley, Jr., President and Chief Executive Officer Insurance ACADIA INSURANCE One Acadia Commons Westbrook, Maine 04092 Tel: (800) 773 4300 www.acadiainsurance.com David J. LeBlanc, President Albany, New York Tel: (800) 773 4300 Bedford, New Hampshire Tel: (800) 224 8850 Colchester, Vermont Tel: (800) 224 8847 Marlborough, Massachusetts Tel: (888) 665 1170 Rocky Hill, Connecticut Tel: (866) 382 0036 Syracuse, New York Tel: (866) 811 7722 ADMIRAL INSURANCE GROUP 1000 Howard Boulevard, Suite 300 P. O. Box 5430 Mount Laurel, New Jersey 08054 Tel: (856) 429 9200 www.admiralins.com Curtis E. Fletcher, President and Chief Executive Officer Atlanta, Georgia Austin, Texas Chicago, Illinois Seattle, Washington Tel: (770) 476 1561 Tel: (512) 795 0766 Tel: (312) 368 1107 Tel: (206) 467 6511 BERKLEY ACCIDENT AND HEALTH 2445 Kuser Road, Suite 201 Hamilton Square, New Jersey 08690 Tel: (609) 584 6990 www.berkleyah.com Brad N. Nieland, President and Chief Executive Officer Atlanta, Georgia Tel: (678) 387 1824 Charlotte, North Carolina Tel: (727) 415 0759 Chicago, Illinois Cleveland, Ohio Dallas, Texas Denver, Colorado Tel: (847) 946 8406 Tel: (440) 728 1805 Tel: (972) 849 7406 Tel: (303) 667 5198 Hamilton Square, New Jersey Tel: (973) 616 0685 Hartford, Connecticut Kansas City, Kansas Tel: (860) 380 1190 Tel: (913) 515 7374 Marlborough, Massachusetts Tel: (908) 415 2711 Minneapolis, Minnesota Tel: (303) 667 5198 Philadelphia, Pennsylvania Tel: (908) 415 2711 San Francisco, California Tel: (623) 208 0556 Seattle, Washington Tel: (425) 401 4246 BERKLEY ACCIDENT & HEALTH SPECIAL RISK DIVISION 757 Third Avenue, 10th Floor New York, New York 10017 Tel: (212) 822 3333 Susan M. Clarke, President BERKLEY AGRIBUSINESS 11201 Douglas Avenue Urbandale, Iowa 50322 Tel: (866) 382 7314 www.berkleyag.com Michael Ekiss, President BERKLEY ALLIANCE MANAGERS 30 South Pearl Street, 6th Floor Albany, New York 12207 Tel: (518) 407 0088 Stephen L. Porcelli, President BERKLEY CONSTRUCTION PROFESSIONAL Tel: (405) 805 6635 www.berkleycp.com BERKLEY DESIGN PROFESSIONAL Tel: (405) 805 6635 www.berkleydp.com BERKLEY SERVICE PROFESSIONALS BERKLEY MANAGERS INSURANCE SERVICES, LLC Tel: (405) 805 6635 www.berkleysp.com BERKLEY ASPIRE 14902 North 73rd Street Scottsdale, Arizona 85260 Tel: (480) 444 5950 www.berkleyaspire.com Miklos F. Kallo, President Charlotte, North Carolina Tel: (704) 759 7049 Glen Allen, Virginia Scottsdale, Arizona West Chester, Ohio Tel: (804) 237 5273 Tel: (866) 412 7742 Tel: (513) 826 4875 BERKLEY ASSET PROTECTION 757 Third Avenue, 10th Floor New York, New York 10017 Tel: (212) 497 3700 www.berkleyassetpro.com Joseph P. Dowd, President BERKLEY CANADA 145 King Street West, Suite 1000 Toronto, Ontario M5H 1J8 Tel: (416) 304 1178 www.berkleycanada.com 1002, Rue Sherbrooke Ouest Bureau 2220 Montreal, Quebec H3A 3L6 Tel: (514) 842 5587 Andrew Steen, President BERKLEY CUSTOM INSURANCE Three Stamford Plaza 301 Tresser Boulevard, 8th Floor Stamford, Connecticut 06901 Tel: (203) 658 1500 www.berkleycustom.com Michael P. Fujii, President and Chief Executive Officer BERKLEY CUSTOM INSURANCE SERVICES, LLC Los Angeles, California Tel: (213) 417 5431 BXM INSURANCE SERVICES, INC. Chicago, Illinois Tel: (312) 605 4655 Los Angeles, California Tel: (213) 417 5431 BERKLEY CYBER RISK SOLUTIONS 412 Mount Kemble Avenue, Suite G50 Morristown, New Jersey 07960 Tel: (973) 775 7494 www.berkleycyberrisk.com Tracey Vispoli, President BERKLEY MANAGERS INSURANCE SERVICES, LLC Walnut Creek, California Tel: (480) 251 6963 BERKLEY ENTERTAINMENT 600 Las Colinas Boulevard, Suite 1400 Irving, Texas 75039 Tel: (972) 819 8980 www.berkleyentertainment.com Cindy Broschart, President BERKLEY ENVIRONMENTAL 101 Hudson Street, Suite 2550 Jersey City, New Jersey 07302 Tel: (201) 748 3100 www.berkleyenvironmental.com Kenneth J. Berger, President Atlanta, Georgia Boston, Massachusetts Chicago, Illinois Irving, Texas Jersey City, New Jersey Tel: (404) 443 2117 Tel: (857) 265 7479 Tel: (312) 727 0302 Tel: (972) 819 8863 Tel: (201) 748 3047 Philadelphia, Pennsylvania Tel: (215) 533 7360 BERKLEY MANAGERS INSURANCE SERVICES, LLC Walnut Creek, California Tel: (925) 472 8210 BERKLEY FINSECURE 849 Fairmount Avenue, Suite 301 Towson, Maryland 21286 Tel: (866) 539 3995 www.berkleyfinsecure.com 757 Third Avenue, 10th Floor New York, New York 10017 Tel: (866) 539 3995 Michael G. Connor, President 150 | W . R. Berkley Corporation | 2019 Annual Report BERKLEY CRIME 29 South Main Street, 3rd Floor West Hartford, Connecticut 06107 Tel: (844) 44 CRIME www.berkleycrime.com BERKLEY HEALTHCARE FINANCIAL LINES Chicago, Illinois Tel: (312) 469 6986 Los Angeles, California Nashville, Tennessee Tel: (213) 787 2125 Tel: (860) 380 4934 West Hartford, Connecticut Tel: (860) 380 4920 BERKLEY FIRE & MARINE UNDERWRITERS BERKLEY HUMAN SERVICES 425 North Martingale Road, Suite 1520 Schaumburg, Illinois 60173 Tel: (847) 466 9371 www.berkleymarine.com John T. Geary, President BERKLEY GLOBAL PRODUCT RECALL MANAGEMENT 80 Broad Street, Suite 3200 New York, New York 10004 Tel: (212) 413 2499 www.berkleygpr.com Louis Lubrano, President Dallas, Texas Tel: (972) 552 6100 London, United Kingdom Tel: 44 (0) 20 7088 1900 BERKLEY MANAGERS INSURANCE SERVICES, LLC Los Angeles, California San Francisco, California Tel: (213) 372 1727 Tel: (415) 417 5950 BERKLEY HEALTHCARE 16305 Swingley Ridge Road, Suite 450 St. Louis, Missouri 63017 Tel: (212) 822 3343 www.berkleyhealthcare.com Gregg A. Piltch, President BERKLEYMED New York, New York Tel: (212) 822 3369 Philadelphia, Pennsylvania Tel: (215) 553 7365 St. Louis, Missouri Tel: (314) 523 3655 BERKLEY HEALTHCARE PROFESSIONAL INSURANCE SERVICES, LLC Sebastopol, California Tel: (707) 829 4720 BERKLEY MANAGERS INSURANCE SERVICES, LLC San Diego, California Sebastopol, California Tel: (858) 812 2935 Tel: (707) 829 4720 222 South Ninth Street, Suite 2700 Minneapolis, Minnesota 55402 Tel: (612) 766 3100 www.berkleyhumanservices.com Roger M. Nulton, President BERKLEY INDUSTRIAL COMP One Metroplex Drive, Suite 500 Birmingham, Alabama 35209 Tel: (205) 870 3535 www.berkindcomp.com Chandler F. Cox, Jr., President and Chief Executive Officer Las Vegas, Nevada Lexington, Kentucky BERKLEY INSURANCE ASIA www.berkleyasia.com Room 4407, 44/F Hopewell Centre 183 Queen’s Road East Wan Chai, Hong Kong Tel: (852) 3708 5000 18 Cross Street Unit 07-01, Cross Street Exchange Singapore 048423, China Tel: (65) 6902 0601 30th Floor, Shanghai Tower 501 Middle Yincheng Road Pudong, Shanghai 200120, China Tel: 86 (21) 6162 8122 Shasi Nair, Chief Executive Officer Tel: (855) 425 5800 Tel: (888) 886 9006 BERKLEY INSURANCE AUSTRALIA Level 7, 321 Kent Street Sydney NSW 2000, Australia Tel: 61 (2) 9275 8500 www.berkleyinaus.com.au Tony Wheatley, Chief Executive Officer Adelaide SA, Australia Tel: 61 (8) 8470 9020 Brisbane QLD, Australia Tel: 61 (7) 3220 9900 Melbourne VIC, Australia Tel: 61 (3) 8622 2000 Perth WA, Australia Tel: 61 (8) 6488 0900 BERKLEY INTERNATIONAL LATINOAMÉRICA BERKLEY INTERNATIONAL SEGUROS S.A. BERKLEY INTERNATIONAL ASEGURADORA DE RIESGOS DEL TRABAJO S.A. BERKLEY ARGENTINA DE REASEGUROS S.A. Carlos Pellegrini 1023, Piso 8 C1009ABU Buenos Aires, Argentina Tel: 54 (11) 4378 8100 www.berkley.com.ar Bartolomé Mitre 699 S2000COM Rosario, Argentina Tel: 54 (341) 410 4200 Eduardo I. Llobet, President and Chief Executive Officer BERKLEY INTERNATIONAL DO BRASIL SEGUROS S.A. Avenida Presidente Juscelino Kubitschek, 1455 15º andar - cj. 151 Vila Nova Conceição 04543-011 São Paulo, Brazil Tel: 55 (11) 3848 8622 www.berkley.com.br Eduardo Viegas, President and Chief Executive Officer BERKLEY INTERNATIONAL PUERTO RICO, LLC Atrium Office Center 530 Avenida de la Constitución San Juan, Puerto Rico 00901 Tel: (787) 289 7846 Eduardo I. Llobet, President BERKLEY INTERNATIONAL SEGUROS COLOMBIA S.A. Carrera 7 # 71 – 21 Torre B, Oficina 1002 110231 Bogotá, Colombia Tel: 57 (1) 357 2727 www.berkley.com.co Sylvia Luz Rincón, President and Chief Executive Officer BERKLEY INTERNATIONAL SEGUROS MÉXICO, S.A. DE C.V. Avenida Santa Fe 505 Piso 17, Oficina 1702 Cruz Manca, Cuajimalpa de Morelos, 05349, México Tel: 52 (55) 1037 5300 www.berkleymex.com Javier García Ortíz de Zárate, President and Chief Executive Officer BERKLEY INTERNATIONAL SEGUROS S.A. (URUGUAY) Rincón 391, Piso 5 11100 Montevideo, Uruguay Tel: (598) 2916 6998 www.berkley.com.uy Eduardo I. Llobet, President BERKLEY LATIN AMERICA AND CARIBBEAN MANAGERS 600 Brickell Avenue, Suite 3900 Miami, Florida 33131 Tel: (305) 921 6200 BERKLEY INTERNATIONAL FIANZAS MÉXICO, S.A. DE C.V. Eduardo I. Llobet, President and Avenida Santa Fe 505 Piso 17, Oficina 1702 Cruz Manca, Cuajimalpa de Morelos, 05349, México Tel: 52 (55) 1037 5300 www.berkleymex.com Guillermo Espinosa Barragan, President and Chief Executive Officer Chief Executive Officer BERKLEY INSURANCE COMPANY REPRESENTATIVE OFFICE IN COLOMBIA Carrera 11 No. 77ª-49/65, Oficina 202 Edificio Semana 110231 Bogotá, Colombia Tel: 57 (1) 744 4015 Jaime Aramburo, Director 152 | W . R. Berkley Corporation | 2019 Annual Report REPRESENTATIVE OFFICE IN MÉXICO Avenida Santa Fe 505 Piso 17, Oficina 1702 Cruz Manca, Cuajimalpa de Morelos, 05349, México Tel: 52 (55) 1037 5300 www.berkleymex.com Hiram García, Director BERKLEY LIFE SCIENCES 200 PrincetonSouth Corporate Center, Suite 250 Ewing, New Jersey 08628 Tel: (609) 844 7800 www.berkleyls.com Emily J. Urban, President Naperville, Illinois Tel: (630) 210 0360 BERKLEY LS INSURANCE SOLUTIONS, LLC Walnut Creek, California BERKLEY LUXURY GROUP 301 Route 17 North, Suite 900 Rutherford, New Jersey 07070 Tel: (201) 518 2500 www.berkleyluxurygroup.com Maureen E. Hackett, President Chicago, Illinois Tel: (312) 881 1456 BERKLEY MID-ATLANTIC GROUP 4820 Lake Brook Drive, Suite 300 Glen Allen, Virginia 23060 Tel: (804) 285 2700 www.wrbmag.com John F. Kearns, President Columbus, Ohio Glen Allen, Virginia Harrisburg, Pennsylvania Pittsburgh, Pennsylvania Tel: (800) 283 1153 Tel: (800) 283 1153 Tel: (800) 283 1153 Tel: (800) 283 1153 BERKLEY NET UNDERWRITERS 9301 Innovation Drive, Suite 200 Manassas, Virginia 20110 Tel: (877) 497 2637 www.berkleynet.com Brian P. Douglas, President Las Vegas, Nevada Minneapolis, Minnesota Tel: (877) 497 2637 Tel: (877) 497 2637 BERKLEY NORTH PACIFIC GROUP 13920 SE Eastgate Way, Suite 120 Bellevue, Washington 98005 Tel: (877) 316 9038 www.berkleynpac.com Gary Gudex, President BERKLEY FINE DINING SPECIALISTS Meridian, Idaho Tel: (800) 480 2942 Tel: (800) 504 7012 www.berkleyfinedining.com BERKLEY LUXURY REAL ESTATE SPECIALISTS Tel: (800) 504 7012 www.berkleyluxuryrealestate.com BERKLEY MEDICAL MANAGEMENT SOLUTIONS 10851 Mastin Boulevard, Suite 200 Overland Park, Kansas 66210 Tel: (855) 444 2667 www.berkleymms.com BERKLEY OFFSHORE UNDERWRITING MANAGERS 757 Third Avenue, 10th Floor New York, New York 10017 Tel: (212) 618 2950 www.berkleyoffshore.com Frank A. Costa, President Houston, Texas Tel: (832) 547 2900 BERKLEY OFFSHORE UNDERWRITING MANAGERS UK, LIMITED Level 13, 52 Lime Street Eric-Jason Smith, Chief Operating Officer London EC3M 7AF, United Kingdom Boston, Massachusetts Tel: (855) 444 2667 Tel: 44 (0) 20 3943 1400 Greensboro, North Carolina Tel: (855) 444 2667 R. Christian Walker, Executive Vice President BERKLEY OIL & GAS 2107 CityWest Boulevard, 8th Floor Houston, Texas 77042 Tel: (877) 972 2264 www.berkleyoil-gas.com Carol A. Randall, President BERKLEY RENEWABLE ENERGY www.berkleyrenewable.com BERKLEY ONE 412 Mount Kemble Avenue, Suite G50 Morristown, New Jersey 07960 Tel: (203) 542 3301 www.berkleyone.com Kathleen M. Tierney, President BERKLEY PROFESSIONAL LIABILITY 757 Third Avenue, 10th Floor New York, New York 10017 Tel: (212) 618 2900 www.berkleypro.com John R. Benedetto, President London, United Kingdom Tel: 44 (0) 20 7088 1916 Schaumburg, Illinois Toronto, Ontario Tel: (630) 237 3650 Tel: (416) 304 1178 BERKLEY TRANSACTIONAL 412 Mount Kemble Avenue, Suite G50 Morristown, New Jersey 07960 Tel: (973) 775 7499 www.berkleytransactional.com Randolph Hein, President BERKLEY PROGRAM SPECIALISTS 1250 East Diehl Road, Suite 200 Naperville, Illinois 60563 Tel: (630) 210 0360 www.berkley-ps.com Gregory A. Douglas, President BERKLEY EQUINE & CATTLE DIVISION 3655 North Point Parkway, Suite 625 Alpharetta, Georgia 30005 Tel: (866) 298 5525 www.berkleyequine.com Lexington, Kentucky Tel: (859) 300 8035 BERKLEY PUBLIC ENTITY 200 PrincetonSouth Corporate Center, Suite 280 Ewing, New Jersey 08628 Tel: (844) 972 2736 www.berkleypublicentity.com Scott R. Barraclough, Chief Executive Officer Ewing, New Jersey Tel: (609) 963 3321 BERKLEY RISK 222 South Ninth Street, Suite 2700 Minneapolis, Minnesota 55402 Tel: (612) 766 3000 www.berkleyrisk.com John M. Goodwin, President Council Bluffs, Iowa Denver, Colorado Nashville, Tennessee Scottsdale, Arizona St. Paul, Minnesota Tel: (800) 832 0137 Tel: (303) 357 2600 Tel: (615) 493 7746 Tel: (602) 996 8810 Tel: (651) 281 1200 BERKLEY SELECT 550 West Jackson Boulevard, Suite 500 Chicago, Illinois 60661 Tel: (312) 800 6200 www.berkleyselect.com Daniel R. Spragg, President BERKLEY SOUTHEAST INSURANCE GROUP 1745 North Brown Road, Suite 400 Lawrenceville, Georgia 30043 Tel: (678) 533 3400 www.berkleysig.com Dennis L. Barger, President Birmingham, Alabama Tel: (855) 610 4545 154 | W . R. Berkley Corporation | 2019 Annual Report Charlotte, North Carolina Tel: (855) 610 4545 Lawrenceville, Georgia Meridian, Mississippi Nashville, Tennessee Tel: (855) 610 4545 Tel: (855) 610 4545 Tel: (855) 610 4545 BERKLEY SURETY 412 Mount Kemble Avenue, Suite 310N Morristown, New Jersey 07960 CAROLINA CASUALTY 5011 Gate Parkway Building 200, Suite 200 Jacksonville, Florida 32256 Tel: (904) 363 0900 www.carolinacas.com David A. Dunn, President Tel: (973) 775 5024 www.berkleysurety.com Andrew M. Tuma, President Atlanta, Georgia Blue Bell, Pennsylvania Centennial, Colorado Tel: (678) 624 1818 Tel: (610) 729 7606 Tel: (303) 357 2620 Charlotte, North Carolina Tel: (704) 759 7065 Dallas, Texas Danvers, Massachusetts Fulton, Maryland Houston, Texas Morristown, New Jersey Naperville, Illinois Nashville, Tennessee New York, New York Orlando, Florida Tel: (972) 385 1140 Tel: (978) 539 3303 Tel: (973) 775 5078 Tel: (832) 308 6893 Tel: (973) 775 5021 Tel: (630) 210 0454 Tel: (615) 514 8077 Tel: (212) 882 6390 Tel: (407) 867 4595 San Francisco, California Tel: (415) 216 0877 CONTINENTAL WESTERN GROUP 11201 Douglas Avenue Urbandale, Iowa 50322 Tel: (515) 473 3500 www.cwgins.com Michael A. Lex, President Denver, Colorado Lincoln, Nebraska Luverne, Minnesota Tel: (800) 235 2942 Tel: (800) 235 2942 Tel: (800) 235 2942 GEMINI TRANSPORTATION UNDERWRITERS 99 Summer Street, Suite 1800 Boston, Massachusetts 02110 Tel: (617) 310 8200 www.geminiunderwriters.com David R. Lockhart, President Santa Ana, California Seattle, Washington Tampa, Florida Toronto, Ontario Urbandale, Iowa Westbrook, Maine Tel: (657) 356 2892 Tel: (206) 830 2565 Tel: (813) 392 5962 Tel: (416) 594 4802 Tel: (800) 456 5486 Tel: (207) 228 1922 BERKLEY PRIME TRANSPORTATION 433 South Main Street, Suite 300 West Hartford, Connecticut 06110 Tel: (833) 79 PRIME (77463) www.berkleyprimetrans.com Jeanne R. Fenster, President BERKLEY TECHNOLOGY UNDERWRITERS 222 South Ninth Street, Suite 2550 Minneapolis, Minnesota 55402 Tel: (612) 344 4550 www.berkley-tech.com Matthew A. Mueller, President Washington, D.C. Irvine, California New York, New York Tel: (571) 778 6635 Tel: (714) 215 9322 Tel: (516) 987 5901 San Francisco, California Tel: (415) 216 2202 INTREPID DIRECT INSURANCE 7400 College Boulevard, Suite 350 Overland Park, Kansas 66210 Tel: (877) 249 7181 www.intrepiddirect.com Bill Strout, President KEY RISK INSURANCE 7823 National Service Road Greensboro, North Carolina 27409 Tel: (800) 942 0225 www.keyrisk.com Scott A. Holbrook, President MIDWEST EMPLOYERS CASUALTY 14755 North Outer Forty Drive, Suite 300 Chesterfield, Missouri 63017 Tel: (636) 449 7000 www.mecasualty.com Timothy F. Galvin, President NAUTILUS INSURANCE GROUP 7233 East Butherus Drive Scottsdale, Arizona 85260 Tel: (480) 951 0905 www.nautilusinsgroup.com Thomas M. Kuzma, President and Chief Executive Officer PREFERRED EMPLOYERS INSURANCE 9797 Aero Drive, Suite 200 San Diego, California 92123 Tel: (888) 472 9001 www.peiwc.com Dennis J. Levesque, President UNION STANDARD INSURANCE GROUP 222 Las Colinas Boulevard W, Suite 1300 Irving, Texas 75039 Tel: (972) 719 2400 www.usic.com B. Keith Mitchell, President Albuquerque, New Mexico Tel: (480) 281 3949 Dallas, Texas Little Rock, Arkansas Tel: (972) 719 2463 Tel: (501) 707 6543 Oklahoma City, Oklahoma Tel: (501) 707 6543 Phoenix, Arizona San Antonio, Texas Tel: (480) 281 3949 Tel: (972) 719 2463 VELA INSURANCE SERVICES 550 West Jackson Boulevard, Suite 500 Chicago, Illinois 60661 Tel: (877) 835 2467 www.vela-ins.com Arthur G. Davis, President Atlanta, Georgia Chicago, Illinois Minneapolis, Minnesota Naperville, Illinois New York, New York Omaha, Nebraska Scottsdale, Arizona Tel: (877) 835 2467 Tel: (877) 835 2467 Tel: (877) 835 2467 Tel: (877) 835 2467 Tel: (877) 835 2467 Tel: (877) 835 2467 Tel: (877) 835 2467 VELA INSURANCE SERVICES, LLC Los Angeles, California Tel: (213) 417 5452 Walnut Creek, California Tel: (925) 472 8220 VERUS UNDERWRITING MANAGERS 4820 Lake Brook Drive, Suite 200 Glen Allen, Virginia 23060 Tel: (804) 525 1360 www.verusins.com Marlo M. Edwards, President W. R. BERKLEY EUROPEAN HOLDINGS AG Genferstrasse 23 8002 Zürich, Switzerland www.berkleyinsurance.li Mark Talbot, Managing Director W. R. BERKLEY EUROPE AG Städtle 35A, P.O. Box 835 9490 Vaduz, Liechtenstein Tel: 423 237 27 47 Hans-Peter Naef, General Manager Akersgata 35-39 N-0158 Oslo, Norway Tel: 47 (0) 23 27 24 00 Birger Jarlsgatan 22, 4 tr 114 34 Stockholm, Sweden Tel: 46 (8) 410 337 00 Drottninggatan 11 702 10 Örebro, Sweden Tel: 46 (8) 410 337 00 156 | W . R. Berkley Corporation | 2019 Annual Report Kaiser-Wilhelm-Ring 27-29 50672 Cologne, Germany Tel: 49 (0) 221 99386-0 Werner-Eckert-Strasse 14 81829 Munich, Germany Tel: 49 (0) 89 262042 800 Paseo de la Castellana, 141-Planta 18 28046 Madrid, Spain Tel: 34 (0) 91 449 26 46 Gran Via de les Corts Catalanes 632 Escalera C, 2o 1a 08007 Barcelona, Spain Tel: 34 (0) 93 481 47 29 W/R/B UNDERWRITING W. R. BERKLEY SYNDICATE MANAGEMENT LIMITED SYNDICATE 1967 AT LLOYD’S W. R. BERKLEY UK LIMITED Level 14, 52 Lime Street London EC3M 7AF, United Kingdom Tel: 44 (0) 20 3943 1900 www.wrbunderwriting.com Alastair Blades, President and Chief Executive Officer Reinsurance and Monoline Excess BERKLEY RE www.berkleyre.com BERKLEY RE AMERICA Three Stamford Plaza 301 Tresser Boulevard, 7th Floor Stamford, Connecticut 06901 Tel: (203) 905 4444 Daniel R. Westcott, President BERKLEY RE AUSTRALIA Level 7, 321 Kent Street Sydney NSW 2000, Australia Tel: 61 (2) 8117 2100 Level 10, 340 Adelaide Street Brisbane QLD 4000, Australia Tel: 61 (7) 3175 0200 Level 10, 350 Collins Street Melbourne VIC 3000, Australia Tel: 61 (3) 9607 8404 Tony Piper, Chief Executive Officer, Australia and New Zealand BERKLEY RE BEIJING Room 4901, China World Tower B No. 1 Jian Guo Men Wai Avenue Beijing 100004, China Tel: (86) 108 526 4826 BERKLEY RE HONG KONG Room 4407, 44/F Hopewell Centre 183 Queen’s Road East Wan Chai, Hong Kong Tel: (852) 3120 7000 BERKLEY RE SINGAPORE 18 Cross Street Unit 09-04, Cross Street Exchange Singapore 048423, China Tel: (65) 6671 2070 Glen Riddell, Chief Executive Officer, Asia BERKLEY RE SOLUTIONS Three Stamford Plaza 301 Tresser Boulevard, 9th Floor Stamford, Connecticut 06901 Tel: (800) 974 5714 Gregory A. Douglas, President Dublin, Ohio Johns Creek, Georgia Lakewood, Ohio Tel: (800) 606 8360 Tel: (800) 348 4229 Tel: (216) 978 1652 Philadelphia, Pennsylvania Tel: (800) 519 6341 Walnut Creek, California Tel: (800) 970 2550 BERKLEY RE UK LIMITED Level 17, 52 Lime Street London EC3M 7AF, United Kingdom Tel: 44 (0) 20 3943 1000 Richard Fothergill, Chief Executive Officer Service Operations BERKLEY CAPITAL, LLC 600 Brickell Avenue, 39th Floor Miami, Florida 33131 Tel: (786) 450 5510 Frank T. Medici, President BERKLEY DEAN & COMPANY, INC. 475 Steamboat Road Greenwich, Connecticut 06830 Tel: (203) 629 3000 James G. Shiel, President BERKLEY TECHNOLOGY SERVICES LLC 101 Bellevue Parkway Wilmington, Delaware 19809 Tel: (302) 439 2000 James B. Gilbert, President Des Moines, Iowa Tel: (515) 564 2300 W. R. Berkley Corporation’s operating units conduct business through the following insurance entities: Acadia Insurance Company; Admiral Indemnity Company; Admiral Insurance Company; Berkley Argentina de Reaseguros S.A.; Berkley Assurance Company; Berkley Casualty Company; Berkley Insurance Company; Berkley International Aseguradora de Riesgos del Trabajo S.A.; Berkley International do Brasil Seguros S.A.; Berkley International Fianzas México, S.A. de C.V.; Berkley International Seguros Colombia S.A.; Berkley International Seguros México, S.A. de C.V.; Berkley International Seguros S.A.; Berkley International Seguros S.A. (Uruguay); Berkley Life and Health Insurance Company; Berkley National Insurance Company; Berkley Regional Insurance Company; Berkley Specialty Insurance Company; Carolina Casualty Insurance Company; Clermont Insurance Company; Continental Western Insurance Company; East Isles Reinsurance, Ltd.; Firemen’s Insurance Company of Washington, D.C.; Gemini Insurance Company; Great Divide Insurance Company; Greenwich Knight Insurance Company, Ltd.; Intrepid Insurance Company; Key Risk Insurance Company; Midwest Employers Casualty Company; Nautilus Insurance Company; Preferred Employers Insurance Company; Queen’s Island Insurance Company, Ltd.; Riverport Insurance Company; StarNet Insurance Company; Syndicate 1967 at Lloyd’s; Tri-State Insurance Company of Minnesota; Union Insurance Company; Union Standard Lloyds; W. R. Berkley Europe AG. 158 | W . R. Berkley Corporation | 2019 Annual Report Directors William R. Berkley Executive Chairman W. Robert Berkley, Jr. President and Chief Executive Officer Christopher L. Augostini Executive Vice President - Business Emory University Ronald E. Blaylock Managing Partner GenNx360 Capital Partners Mark E. Brockbank Retired Chief Executive Officer XL Brockbank Ltd. Mary C. Farrell President, The Howard Gilman Foundation Retired Managing Director, Chief Investment Strategist UBS Wealth Management USA María Luisa Ferré President and Chief Executive Officer FRG, Inc. Jack H. Nusbaum Senior Partner Willkie Farr & Gallagher LLP Leigh Ann Pusey Senior Vice President, Corporate Affairs and Communications, Eli Lilly and Company Mark L. Shapiro Private Investor Jonathan Talisman Managing Partner Capitol Tax Partners Officers William R. Berkley Executive Chairman W. Robert Berkley, Jr. President and Chief Executive Officer Richard M. Baio Executive Vice President – Chief Financial Officer and Treasurer James B. Gilbert Executive Vice President – Enterprise Technology Ira S. Lederman Executive Vice President – Secretary Lucille T. Sgaglione Executive Vice President James G. Shiel Robert D. Stone Executive Vice President Joseph L. Sullivan Executive Vice President Nelson Tavares Executive Vice President Kathleen M. Tierney Executive Vice President Jared E. Abbey Senior Vice President – Corporate Strategy and Development Marina S. Barg Senior Vice President – Claims Melissa M. Emmendorfer Executive Vice President – Investments Senior Vice President – Insurance Risk Management Philip S. Welt Michele L. Fleckenstein Executive Vice President – General Counsel Senior Vice President – Underwriting and Analytics James P. Bronner Executive Vice President John K. Goldwater Executive Vice President Jeffrey M. Hafter Executive Vice President Robert C. Hewitt Executive Vice President Michael J. Maloney Executive Vice President William M. Rohde, Jr. Executive Vice President Robert W. Standen Executive Vice President Paul J. Hancock Senior Vice President – Chief Corporate Actuary Gillian James Senior Vice President – Enterprise Risk Management Peter L. Kamford Senior Vice President Carol J. LaPunzina Senior Vice President – Human Resources Edward F. Linekin Senior Vice President – Investments A. Scott Mansolillo Senior Vice President – Chief Compliance Officer Mir Mazhar Senior Vice President – Chief Project Officer 160 | W . R. Berkley Corporation | 2019 Annual Report ANNUAL MEETING The Annual Meeting of Stockholders of W. R. Berkley Corporation will be held at 1:30 p.m. on June 12, 2020 at the offices of W. R. Berkley Corporation, 475 Steamboat Road, Greenwich, Connecticut 06830. SHARES TRADED Common Stock of W. R. Berkley Corporation is traded on the New York Stock Exchange. Symbol: WRB TRANSFER AGENT AND REGISTRAR EQ Shareowner Services 1110 Centre Pointe Curve, Suite 101 Mendota Heights, Minnesota 55120-4100 Tel: (800) 468 9716 www.shareowneronline.com WEBSITE For additional information, including press releases, visit our website at: www.berkley.com Follow us on Twitter @WRBerkleyCorp AUDITORS KPMG LLP, New York, New York OUTSIDE COUNSEL Willkie Farr & Gallagher LLP, New York, New York The W. R. Berkley Corporation 2019 Annual Report editorial sections are printed on recycled paper made from fiber sourced from well-managed forests and other controlled wood sources and is independently certified to the Forest Stewardship Council™ (FSC®) standards. © Copyright 2020 W. R. Berkley Corporation. All rights reserved. " Always do right. This will gratify some people and astonish the rest." —Mark Twain ON THE COVER: MULTICOLOURED ORION/ORION MULTICOLORE VICTOR VASARELY W. R. BERKLEY CORPORATION 475 Steamboat Road, Greenwich, CT 06830 203.629.3000 www.berkley.com @WRBerkleyCorp © Copyright 2020 W. R. Berkley Corporation. All rights reserved. W . R . B E R K L E Y C O R P O R A T I O N | 2 0 1 9 A N N U A L R E P O R T 

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