W. R. Berkley(WRB) - 2021 Q4 - Annual Report

PART I Business W. R. Berkley Corporation is a global commercial lines insurance holding company operating through two segments, Insurance and Reinsurance & Monoline Excess, with a decentralized strategy and strong financial strength ratings - The company operates through a decentralized model with 56 businesses, 49 of which were developed internally, focusing on specialized niche markets[17][18] - The company's insurance subsidiaries hold strong financial strength ratings: A+ (Superior) from A.M. Best, A+ from S&P, A1 from Moody's, and A+ from Fitch[19][20][21] Net Premiums Written by Segment (2019-2021) | Segment | 2021 (In thousands) | 2020 (In thousands) | 2019 (In thousands) | | :--- | :--- | :--- | :--- | | Insurance | $7,743,814 | $6,347,101 | $6,086,009 | | Reinsurance & Monoline Excess | $1,119,053 | $915,336 | $777,490 | | Total | $8,862,867 | $7,262,437 | $6,863,499 | Insurance Segment The Insurance segment, accounting for 87.4% of 2021 net premiums, offers diverse commercial insurance products across the U.S. and internationally, with a focus on specialized lines and regional markets - The segment operates through a decentralized structure with numerous businesses tailored to specific industries (e.g., Berkley Agribusiness, Berkley Construction Solutions), products (e.g., Berkley Cyber Risk Solutions), and regions (e.g., Acadia Insurance for the Northeast)[24][25][30] Insurance Segment Gross Premiums Written by Line (2019-2021) | Line of Business | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Other liability | 35.2% | 35.5% | 33.9% | | Short-tail lines | 22.2% | 23.3% | 23.5% | | Professional liability | 17.7% | 15.1% | 13.3% | | Workers' compensation | 12.4% | 14.3% | 17.8% | | Commercial auto | 12.5% | 11.8% | 11.5% | | Total | 100.0% | 100.0% | 100.0% | Reinsurance & Monoline Excess Segment The Reinsurance & Monoline Excess segment provides treaty and facultative reinsurance and monoline excess operations, primarily focusing on Casualty reinsurance, to help clients manage net risk Reinsurance & Monoline Excess Gross Premiums Written by Line (2019-2021) | Line of Business | 2021 | 2020 | 2019 | | :--- | :--- | :--- | :--- | | Casualty | 61.8% | 58.1% | 55.7% | | Property | 19.2% | 22.1% | 22.8% | | Monoline Excess | 19.0% | 19.8% | 21.5% | | Total | 100.0% | 100.0% | 100.0% | Results by Segment Both the Insurance and Reinsurance & Monoline Excess segments demonstrated improved underwriting profitability in 2021, with significant revenue and pre-tax income contributions Segment Financial Summary (2021) | Segment | Revenue (In thousands) | Income before income taxes (In thousands) | | :--- | :--- | :--- | | Insurance | $7,578,592 | $1,219,798 | | Reinsurance & Monoline Excess | $1,203,647 | $270,563 | Underwriting Ratios by Segment (2020-2021) | Segment | Metric | 2021 | 2020 | | :--- | :--- | :--- | :--- | | Insurance | Loss Ratio | 61.1% | 64.9% | | | Expense Ratio | 28.3% | 30.3% | | | Combined Ratio | 89.4% | 95.2% | | Reinsurance & Monoline Excess | Loss Ratio | 61.0% | 61.3% | | | Expense Ratio | 29.7% | 31.8% | | | Combined Ratio | 90.7% | 93.1% | Investments The company's investment strategy centers on a fixed maturity securities portfolio with an average base of $22.2 billion and a short effective duration of 2.4 years, generating $671.6 million in net investment income Investment Performance (2021) | Metric | Value (In thousands) | | :--- | :--- | | Average investments, at cost | $22,234,975 | | Net investment income | $671,618 | | Net investment gains | $90,632 | - The effective duration of the fixed maturity portfolio, including cash, was 2.4 years at the end of 2021, consistent with 2020 but down from 2.8 years in 2019[86] Loss and Loss Expense Reserves The company's gross reserves for losses and loss expenses reached $15.4 billion in 2021, reflecting significant management judgment and actuarial projections, with certain workers' compensation reserves discounted Reconciliation of Loss Reserves (2021) | (In thousands) | Amount | | :--- | :--- | | Net reserves at beginning of year | $11,620,393 | | Net provision for losses | $4,953,960 | | Net payments for claims | ($3,665,694) | | Net reserves at end of year | $12,848,362 | | Ceded reserves at end of year | $2,542,526 | | Gross reserves at end of year | $15,390,888 | - The company discounts certain workers' compensation reserves, which amounted to $1.39 billion at year-end 2021, with an aggregate net discount of $452 million[92] Regulation The company is subject to extensive U.S. state and international regulations, including solvency standards, investment limitations, and evolving rules on cybersecurity, data privacy, and climate risk - U.S. insurance subsidiaries are primarily regulated by their domiciliary states, covering solvency, licensing, investments, and rate approvals[101][102] - The company is subject to the Terrorism Risk Insurance Program Reauthorization Act (TRIPRA), with a 2022 deductible of approximately $1.135 billion[120] - International operations, particularly in the U.K. and Europe, are subject to stringent regulatory regimes like Solvency II and data protection laws such as GDPR and U.K. GDPR[133][139][143] Human Capital Resources As of January 15, 2022, the company employed 7,681 individuals, fostering a performance-based, decentralized culture unified by core values and overseen by the Board of Directors for human capital management - The company employed 7,681 individuals as of January 15, 2022[150] - The company fosters a "pay for performance" philosophy, connecting individual, business, and company results to employee compensation[153] - The Board of Directors has identified Accountability, People Oriented Strategy, Responsible Financial Practices, Risk-Adjusted Returns, and Transparency as the core elements of the corporate culture[155] Risk Factors The company faces significant inherent risks across its insurance operations, including industry cyclicality, intense competition, loss reserve uncertainty, catastrophe exposure, and investment market fluctuations, alongside business-specific and holding company risks - The property and casualty insurance industry is cyclical, with significant fluctuations in demand and pricing, and the company faces intense competition from a large number of U.S. and non-U.S. insurers[163][164] - Gross loss reserves were approximately $15.4 billion as of December 31, 2021; estimating these reserves is inherently uncertain and actual claims may exceed reserves, potentially requiring adverse adjustments to earnings[170][171] - The company has significant exposure to catastrophes; net catastrophe losses were $202 million in 2021 and $340 million in 2020, both including COVID-19 related losses[178] - The COVID-19 pandemic has materially affected results, with approximately $274 million in related losses recorded as of December 31, 2021; risks include potential for adverse legislative action, underestimation of reserves, and negative impacts on premium volumes and investments[180][182] Properties As of December 31, 2021, the company utilized approximately 4.3 million square feet of office space, comprising 1.1 million square feet owned and 3.2 million square feet leased, with 2021 rental expense around $44.1 million Office Space and Rental Expense | Metric | Value | | :--- | :--- | | Total Office Space | 4,276,456 sq. ft. | | - Owned | 1,105,205 sq. ft. | | - Leased | 3,171,251 sq. ft. | | 2021 Rental Expense | ~$44,051,000 | Legal Proceedings The company's subsidiaries are involved in various ordinary course legal proceedings, with estimated costs reflected in loss reserves, and management anticipates no material impact on financial condition or results - The company is subject to legal proceedings in the ordinary course of business, and the estimated costs are included in its aggregate reserves for losses and loss expenses[245] PART II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities In 2021, the company declared total dividends of $2.02 per share, increased its share repurchase authorization to 10 million shares, and its 5-year cumulative return outperformed its industry index 2021 Dividends per Share | Dividend Type | Amount per Share | | :--- | :--- | | Regular Quarterly | $0.52 | | Special | $1.50 | | Total | $2.02 | - The company's share repurchase authorization was increased to 10,000,000 shares on November 5, 2021; no shares were repurchased during the fourth quarter of 2021[254] Management's Discussion and Analysis of Financial Condition and Results of Operations Management reported a significant increase in 2021 profitability, with net income rising to $1.02 billion driven by a 21% increase in gross premiums and improved underwriting results, alongside growth in net investment income and an upcoming real estate sale - The company entered into an agreement to sell its London office building, "The Scalpel," for £718 million, expecting to realize a pretax gain of over $300 million in the first quarter of 2022[260] Key Financial Results (2021 vs 2020) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Net Income to Common Stockholders | $1,022.5M | $530.7M | | Net Income per Diluted Share | $5.48 | $2.81 | | Gross Premiums Written | $10,700.1M | $8,847.6M | | Consolidated Combined Ratio | 89.6% | 94.9% | Critical Accounting Estimates Management identifies reserves for losses and loss expenses, totaling $12.8 billion at year-end 2021, as a critical accounting estimate due to its complexity and reliance on actuarial judgments, alongside other key estimates like assumed reinsurance premiums and fair value measurements - The most significant accounting estimates are reserves for losses and loss expenses, assumed reinsurance premiums, allowance for expected credit losses on investments, and fair value measurements[263][398] Net Reserves for Losses and Loss Expenses by Segment (YE 2021) | Segment (In thousands) | Amount | | :--- | :--- | | Insurance | $10,060,420 | | Reinsurance & Monoline Excess | $2,787,942 | | Total Net Reserves | $12,848,362 | - The company recorded net favorable prior year development of $7 million in 2021, a decrease from $16 million in 2020[280] Results of Operations In 2021, net income increased to $1.02 billion, driven by a 21% growth in gross premiums written to $10.7 billion, a significant improvement in the consolidated combined ratio to 89.6%, and a 15% rise in net investment income Consolidated Underwriting Results (2021 vs 2020) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Gross Premiums Written | $10,700.1M | $8,847.6M | | Net Premiums Earned | $8,106.0M | $6,930.8M | | Loss Ratio | 61.1% | 64.5% | | Expense Ratio | 28.5% | 30.4% | | GAAP Combined Ratio | 89.6% | 94.9% | - Catastrophe losses, net of reinsurance, decreased to $202 million in 2021 from $340 million in 2020; both figures include COVID-19 related losses[328] - Net investment income increased 15% to $672 million in 2021, largely due to a $166 million increase in income from investment funds[322] Liquidity and Capital Resources The company's financial position strengthened in 2021, with operating cash flow increasing to $2.18 billion, total capitalization reaching $9.9 billion, and active capital management including debt issuance, share repurchases, and dividend payments - Cash flow from operating activities increased to $2,184 million in 2021 from $1,617 million in 2020[350] - Total capitalization was $9.9 billion at December 31, 2021, with debt comprising 33% of the total[354] - In 2021, the company repurchased 1.75 million shares for $122 million and paid $356 million in total dividends[353] Quantitative and Qualitative Disclosures About Market Risk The company's primary market risks include credit quality, interest rate, and currency fluctuations, with interest rate risk managed by maintaining a 2.4-year effective duration for its fixed maturity portfolio - The effective duration of the fixed maturity portfolio (including cash) was 2.4 years at December 31, 2021, unchanged from 2020[369] Interest Rate Sensitivity Analysis (as of Dec 31, 2021) | Change in Interest Rates | Estimated Change in Fair Value (In thousands) | | :--- | :--- | | 100 basis point rise | $(449,448) | | 100 basis point decline | $447,138 | Financial Statements and Supplementary Data This section presents the consolidated financial statements and KPMG LLP's unqualified audit opinion, highlighting the estimation of loss reserves as a critical audit matter due to its inherent uncertainty and complex judgments - The independent auditor, KPMG LLP, issued an unqualified opinion on the consolidated financial statements and the company's internal control over financial reporting[373][374] - The auditor identified the estimation of reserves for losses and loss expenses as a critical audit matter due to significant measurement uncertainty and the complex, subjective judgments required[377][378] Notes to Consolidated Financial Statements The notes detail the company's accounting policies, including premium recognition and investment valuation, and provide comprehensive disclosures on its $22.2 billion investment portfolio, $15.4 billion in loss reserves, $3.3 billion in debt, segment performance, and a subsequent event regarding a London real estate sale - The company's total investment portfolio was $22.2 billion at year-end 2021, with fixed maturity securities comprising $16.6 billion[391] - Gross reserves for losses and loss expenses totaled $15.4 billion at year-end 2021, with net reserves at $12.8 billion after accounting for $2.5 billion in ceded reserves[506] - The maximum amount of dividends payable by the lead insurance subsidiary, Berkley Insurance Company, without regulatory approval in 2022 is approximately $966 million[547] - Subsequent to year-end, on February 23, 2022, the company agreed to sell its London office building, "The Scalpel," for £718 million, with an expected pre-tax gain of over $300 million[572] Controls and Procedures Management concluded that the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2021, an assessment concurred with by KPMG LLP's unqualified opinion - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2021[575] - Based on the COSO framework, management concluded that internal control over financial reporting was effective as of December 31, 2021[580] PART III Directors, Executive Officers and Corporate Governance Information regarding the company's directors, executive officers, and corporate governance is incorporated by reference from the company's definitive proxy statement, to be filed within 120 days after December 31, 2021 - This section incorporates information by reference from the company's forthcoming definitive proxy statement[594] Executive Compensation Information regarding executive compensation is incorporated by reference from the company's definitive proxy statement, to be filed within 120 days after December 31, 2021 - This section incorporates information by reference from the company's forthcoming definitive proxy statement[595] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information regarding security ownership of certain beneficial owners, management, and related stockholder matters is incorporated by reference from the company's definitive proxy statement, to be filed within 120 days after December 31, 2021 - This section incorporates information by reference from the company's forthcoming definitive proxy statement[596][597] Certain Relationships and Related Transactions, and Director Independence Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's definitive proxy statement, to be filed within 120 days after December 31, 2021 - This section incorporates information by reference from the company's forthcoming definitive proxy statement[600] Principal Accountant Fees and Services Information regarding principal accountant fees and services, including the independent registered public accounting firm KPMG LLP, is incorporated by reference from the company's forthcoming definitive proxy statement - The company's independent registered public accounting firm is KPMG LLP; further details are incorporated by reference from the forthcoming proxy statement[601] PART IV Exhibits and Financial Statement Schedules This section lists the financial statements, financial statement schedules, and exhibits filed as part of the Form 10-K report, providing supplementary details on the registrant's financial information and operations - This section includes an index to financial statement schedules such as Condensed Financial Information of Registrant (Schedule II), Supplementary Insurance Information (Schedule III), and Reinsurance (Schedule IV)[603] - A comprehensive list of exhibits is provided, including the company's certificate of incorporation, bylaws, indentures for debt securities, and various compensation plans[606][607][608]