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BERKLEY W R CORP - Quarter Report: 2009 March (Form 10-Q)

FORM 10-Q
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark one)
     
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended March 31, 2009
or
     
o   Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the Transition Period from                      to                     .
Commission File Number 1-15202
W. R. BERKLEY CORPORATION
(Exact name of registrant as specified in its charter)
     
Delaware    22-1867895
 
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
     
475 Steamboat Road, Greenwich, Connecticut   06830
 
(Address of principal executive offices)   (Zip Code)
(203) 629-3000
 
(Registrant’s telephone number, including area code)
None
 
Former name, former address and former fiscal year, if changed since last report.
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 þ  No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o  No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer þ   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o
    (Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o  No þ 
Number of shares of common stock, $.20 par value, outstanding as of May 1, 2009: 159,978,585.
 
 

 


TABLE OF CONTENTS

Part I — FINANCIAL INFORMATION
ITEM 1. Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosure About Market Risk
Item 4. Controls and Procedures
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 6. Exhibits
SIGNATURES
EX-31.1
EX-31.2
EX-32.1


Table of Contents

Part I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
W. R. Berkley Corporation and Subsidiaries
Consolidated Balance Sheets
(dollars in thousands)
                 
    March 31,     December 31,  
    2009        2008  
    (Unaudited)          
Assets
               
Investments:
               
Fixed maturity securities
  $ 10,107,220     $ 9,689,896  
Equity securities available for sale
    327,263       383,750  
Arbitrage trading account
    216,170       119,485  
Investment in arbitrage funds
    80,040       73,435  
Investment funds
    388,160       495,533  
Loans receivable
    385,650       381,182  
 
           
Total Investments
    11,504,503       11,143,281  
 
           
Cash and cash equivalents
    826,067       1,134,835  
Premiums and fees receivable
    1,127,620       1,056,096  
Due from reinsurers
    958,503       931,115  
Accrued investment income
    114,413       122,461  
Prepaid reinsurance premiums
    191,228       181,462  
Deferred policy acquisition costs
    395,756       394,807  
Real estate, furniture and equipment
    253,366       260,522  
Deferred Federal and foreign income taxes
    348,342       329,417  
Goodwill
    106,292       107,564  
Trading account receivable from brokers and clearing organizations
    124,977       128,883  
Due from broker
    71,764       138,411  
Current federal and foreign income taxes
    53,059       76,491  
Other assets
    117,418       115,813  
 
           
Total Assets
  $ 16,193,308     $ 16,121,158  
 
           
 
               
Liabilities and Equity
               
Liabilities:
               
Reserves for losses and loss expenses
  $ 9,041,703     $ 8,999,596  
Unearned premiums
    2,015,057       1,966,150  
Due to reinsurers
    115,477       114,974  
Trading account securities sold but not yet purchased
    44,078       23,050  
Other liabilities
    625,418       694,255  
Junior subordinated debentures
    249,640       249,584  
Senior notes and other debt
    1,021,978       1,021,869  
 
           
Total liabilities
    13,113,351       13,069,478  
 
           
 
               
Equity:
               
Preferred stock, par value $.10 per share:
               
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, 159,968,092 and 161,467,131 shares
    47,024       47,024  
Additional paid-in capital
    924,915       920,241  
Retained earnings
    3,484,587       3,514,531  
Accumulated other comprehensive loss
    (146,148 )     (228,959 )
Treasury stock, at cost, 75,149,826 and 73,650,787 shares
    (1,235,773 )     (1,206,518 )
 
           
Total common stockholders’ equity
    3,074,605       3,046,319  
Noncontrolling interest
    5,352       5,361  
 
           
Total equity
    3,079,957       3,051,680  
 
           
Total liabilities and equity
  $ 16,193,308     $ 16,121,158  
 
           
See accompanying notes to interim consolidated financial statements.

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Table of Contents

W. R. Berkley Corporation and Subsidiaries
Consolidated Statements of Operations (Unaudited)
(amounts in thousands, except per share data)
                 
    For the Three Months Ended March 31,  
    2009     2008  
 
           
Revenues:
               
Net premiums written
  $ 1,023,472     $ 1,157,565  
Change in net unearned premiums
    (44,264 )     (33,256 )
 
           
Net premiums earned
    979,208       1,124,309  
Net investment income
    138,216       138,771  
Income (loss) from investment funds
    (115,074 )     5,726  
Insurance service fees
    26,583       27,112  
Realized investment gains (losses)
    (96,808 )     54,026  
Revenues from wholly-owned investees
    30,903       24,888  
Other income
     593        372  
 
           
Total revenues
    963,621       1,375,204  
 
           
 
               
Operating costs and expenses:
               
Losses and loss expenses
    610,445       683,041  
Other operating costs and expenses
    357,347       380,173  
Expenses from wholly-owned investees
    29,954       24,935  
Interest expense
    20,224       22,744  
 
           
Total expenses
    1,017,970       1,110,893  
 
           
 
               
Income (loss) before income taxes
    (54,349 )     264,311  
Income tax (expense) benefit
    34,065       (75,706 )
 
           
Net income (loss) before noncontrolling interests
    (20,284 )     188,605  
Noncontrolling interests
    (62 )     (167 )
 
           
Net income (loss) attributable to common shareholders
  $ (20,346 )   $ 188,438  
 
           
 
               
Net income (loss) per share:
               
Basic
  $ (0.13 )   $ 1.07  
 
           
Diluted
  $ (0.13 )   $ 1.03  
 
           
See accompanying notes to interim consolidated financial statements.

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W. R. Berkley Corporation and Subsidiaries
Consolidated Statements of Equity (Unaudited)
(dollars in thousands)
                 
    For The Three Months  
    Ended March 31,  
    2009     2008  
 
           
Common stock:
               
Beginning and end of period
  $ 47,024     $ 47,024  
 
           
 
               
Additional paid in capital:
               
Beginning of period
  $ 920,241     $ 907,016  
Stock options exercised, including tax benefits
    (1,446 )     (3,153 )
Restricted stock units expensed
    6,117       5,477  
Stock options expensed
    3       53  
 
           
End of period
  $ 924,915     $ 909,393  
 
           
 
               
Retained earnings:
               
Beginning of period
  $ 3,514,531     $ 3,248,762  
Net income (loss)
    (20,346 )     188,438  
Dividends
    (9,598 )     (8,598 )
 
           
End of period
  $ 3,484,587     $ 3,428,602  
 
           
 
               
Accumulated other comprehensive income (loss), net of tax:
               
Unrealized investment gains (losses):
               
Beginning of period
  $ (142,216 )   $ 52,497  
Net change in period
    90,192       (17,421 )
 
           
End of period
    (52,024 )     35,076  
 
           
 
               
Currency translation adjustments:
               
Beginning of period
  $ (72,475 )   $ 18,060  
Net change in period
    (7,872 )     (952 )
 
           
End of period
    (80,347 )     17,108  
 
           
 
               
Net pension asset:
               
Beginning of period
  $ (14,268 )   $ (17,356 )
Net change in period  
    491        493  
 
           
End of period
    (13,777 )     (16,863 )
 
           
 
               
Total accumulated other comprehensive income (loss):
  $ (146,148 )   $ 35,321  
 
           
 
               
Treasury stock:
               
Beginning of period
  $ (1,206,518 )   $ (686,228 )
Stock repurchased
    (31,842 )     (294,915 )
Stock options exercised
    2,587       9,543  
 
           
End of period
  $ (1,235,773 )   $ (971,600 )
 
           
 
               
Noncontrolling interest
               
Beginning of period
  $ 5,361     $ 35,496  
Purchase of subsidiary shares from noncontrolling interest
          (30,444 )
Net income
    62        167  
Other comprehensive loss, net of tax
    (71 )     (49 )
 
           
End of period
  $ 5,352     $ 5,170  
 
           
See accompanying notes to interim consolidated financial statements.

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W. R. Berkley Corporation and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
(dollars in thousands)
                 
    For the Three Months  
    Ended March 31,  
    2009       2008  
 
           
Cash from operating activities:
               
Net income (loss)
  $ (20,346 )   $ 188,438  
Adjustments to reconcile net income (loss) to net cash from operating activities:
               
Realized investment (gains) losses
    96,808       (54,026 )
Depreciation and amortization
    23,259       37,065  
Noncontrolling interest
    62       167  
Equity in undistributed (earnings) losses of investment funds
    115,283       (4,589 )
Stock incentive plans
    6,144       5,567  
Change in:
               
Securities trading account
    (96,685 )     (4,458 )
Investment in arbitrage funds
    (6,605 )     (1,695 )
Trading account receivable from brokers and clearing organizations
    3,906       (17,779 )
Trading account securities sold but not yet purchased
    21,028       21,092  
Premiums and fees receivable
    (74,900 )     (77,742 )
Due from reinsurers
    (27,765 )     (8,342 )
Accrued investment income
    7,845       7,248  
Prepaid reinsurance premiums
    (10,184 )     (20,893 )
Deferred policy acquisition costs
    (1,747 )     (6,617 )
Deferred income taxes
    (66,755 )     11,135  
Other assets
    (834 )     (11,893 )
Reserves for losses and loss expenses
    49,985       156,196  
Unearned premiums
    52,321       55,978  
Due to reinsurers
    1,313       (643 )
Other liabilities
    (50,573 )     (60,849 )
 
           
Net cash from operating activities
    21,560       213,360  
 
           
Cash used in investing activities:
               
Proceeds from sales, excluding trading account:
               
Fixed maturity securities
    570,940       892,344  
Equity securities
    15,505       8,232  
Distributions from investment funds
    1,686       175,278  
Proceeds from maturities and prepayments of fixed maturity securities
    323,879       415,456  
Cost of purchases, excluding trading account:
               
Fixed maturity securities
    (1,228,381 )     (1,463,993 )
Equity securities
    (17,506 )     (30,282 )
Contributions to investment funds
    (16,030 )     (56,291 )
Change in loans receivable
    (3,968 )     (388 )
Change in balances due to/(from) security brokers
    66,647       (36,086 )
Net additions to real estate, furniture and equipment
    (4,236 )     (6,445 )
Other
    (5 )     (33,980 )
 
           
Net cash used in investing activities
    (291,469 )     (136,155 )
 
           
Cash used in financing activities:
               
Purchase of common treasury shares
    (31,842 )     (294,915 )
Change in repayment of debt
    (167 )     (12,397 )
Change in bank deposits
    10,922       5,414  
Advances from Federal Home Loan Bank
    (2,785 )     500  
Net proceeds from stock options exercised
    971       4,515  
Cash dividends to common stockholders
    (9,598 )     (17,611 )
Other, net
    (90 )      152  
 
           
Net cash used in financing activities
    (32,589 )     (314,342 )
 
           
 
               
Impact on cash due to foreign exchange rates
    (6,270 )     3,347  
 
           
Net decrease in cash and cash equivalents
    (308,768 )     (233,790 )
Cash and cash equivalents at beginning of year
    1,134,835       951,863  
 
           
Cash and cash equivalents at end of period
  $ 826,067     $ 718,073  
 
           
 
               
Supplemental disclosure of cash flow information:
               
Interest paid
  $ 29,829     $ 30,010  
 
           
Federal and foreign income taxes paid, net
  $ 8,934     $ 9,284  
 
           
See accompanying notes to consolidated financial statements.

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W. R. Berkley Corporation and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
1. GENERAL
     The accompanying consolidated financial statements should be read in conjunction with the following notes and with the Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. Reclassifications have been made in the 2008 financial statements as originally reported to conform them to the presentation of the 2009 financial statements.
     The income tax provision has been computed based on the Company’s estimated annual effective tax rate. The effective tax rate for the quarter differs from the federal income tax rate of 35% principally because of tax-exempt investment income.
     The Company presents both basic and diluted earnings (loss) per share amounts. Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share is based upon the weighted average number of common and common equivalent shares outstanding during the period 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. Stock options for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings (loss) per share and, accordingly, are excluded from the calculation.
     The weighted average number of common shares used in the computation of basic and diluted earnings (loss) per share was as follows (amounts in thousands):
                 
    For the Three Months
    Ended March 31,
    2009   2008
Basic
    161,090       176,699  
Diluted (1)
    161,090       183,804  
 
(1)   For the three months ended March 31, 2009, the anti-dilutive effects of 7,001 potential common shares outstanding were excluded from the outstanding diluted shares due to the first quarter net loss.
     In the opinion of management, the financial information reflects all adjustments that are necessary for a fair presentation of financial position and results of operations for the interim periods. Seasonal weather variations and natural and man-made catastrophes can have a significant impact on the results of any one or more reporting periods.
     The Company adopted FASB statement 160 (“FAS 160”), “Non-controlling Interests in Consolidated Financial Statements” effective January 1, 2009. FAS 160 requires that noncontrolling (minority) interests in a subsidiary be reported as equity in the consolidated financial statements. The presentation requirements of FAS 160 were applied retrospectively to the 2008 financial statements. The effect of the adoption of FAS 160 was to increase total equity as of December 31, 2008 by $5 million.

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     In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP FAS 115-2/124-2”). FSP FAS 115-2/124-2 requires entities to separate an other-than-temporary impairment of a debt security into two components when there are credit related losses associated with the impaired debt security for which management asserts that it does not have the intent to sell the security, and it is more likely than not that it will not be required to sell the security before recovery of its cost basis. The amount of the other-than-temporary impairment related to a credit loss is recognized in operations, and the amount of the other-than-temporary impairment related to other factors is recorded in other comprehensive loss. FSP FAS 115-2/124-2 is effective for periods ending after June 15, 2009. The Company does not expect the adoption of FAS 115-2/124-2 to have a material impact on the Company’s financial condition or results of operations.
     In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions that are Not Orderly” (“FSP FAS 157-4”). Under FSP FAS 157-4, if an entity determines that there has been a significant decrease in the volume and level of activity for the asset or the liability in relation to the normal market activity for the asset or liability (or similar assets or liabilities), then transactions or quoted prices may not accurately reflect fair value. In addition, if there is evidence that the transaction for the asset or liability is not orderly, the entity shall place little, if any weight on that transaction price as an indicator of fair value. FSP FAS 157-4 is effective for periods ending after June 15, 2009. The Company does not expect the adoption of FAS 157-4 to have a material impact on the Company’s financial condition or results of operations.
     In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP FAS 107-1 and APB 28-1”). FSP FAS 107-1 and APB 28-1 require disclosures about fair value of financial instruments in interim and annual financial statements. FSP FAS 107-1 and APB 28-1 is effective for periods ending after June 15, 2009. The Company does not expect the adoption of FAS 107-1 and APB 28-1 to have a material impact on the Company’s financial condition or results of operations.
2. COMPREHENSIVE INCOME
     The following is a reconciliation of comprehensive income:
                 
    For the Three Months  
    Ended March 31,  
(dollars in thousands)   2009     2008   
 
           
Net income (loss) before noncontrolling interest
  $ (20,284 )   $ 188,605  
 
               
Other comprehensive income (loss):
               
Unrealized holding gains on investment securities arising during the period, net of taxes
    27,348       17,691  
Reclassification adjustment for realized gains (losses) included in net income (loss), net of taxes
    62,844       (35,112 )
Change in currency translation adjustment
    (7,872 )     (952 )
Change in unrecognized pension obligation, net of income taxes
    491        493  
 
           
Other comprehensive income (loss)
    82,811       (17,880 )
 
           
 
               
Comprehensive income
  $ 62,527     $ 170,725  
 
           
 
               
Comprehensive income (loss) attributable to the noncontrolling interest
    (9 )      118  
 
           
Comprehensive income attributable to common shareholders
  $ 62,518     $ 170,843  
 
           

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3. INVESTMENTS
     At March 31, 2009 and December 31, 2008, investments in fixed maturity securities and equity securities available for sale were as follows (dollars in thousands):
                                 
            Gross     Gross        
    Amortized     Unrealized     Unrealized     Fair  
    Cost     Gains     Losses     Value  
March 31, 2009
                               
Fixed maturity securities
                               
Held to maturity
  $ 123,623     $ 6,080     $ (829 )   $ 128,874  
Available for sale
    9,978,519       299,388       (294,310 )     9,983,597  
Equity securities
                               
Common stocks
    40,913       45,142       (19,429 )     66,626  
Preferred stocks
    355,788        335       (95,486 )     260,637  
 
                       
Total
  $ 10,498,843     $ 350,945     $ (410,054 )   $ 10,439,734  
 
                       
 
                               
December 31, 2008
                               
Fixed maturity securities
                               
Held to maturity
  $ 123,908     $ 5,433     $ (3,693 )   $ 125,648  
Available for sale
    9,717,151       232,945       (384,108 )     9,565,988  
Equity securities
                               
Common stocks
    39,343       49,333       (7,833 )     80,843  
Preferred stocks
    399,451       95       (96,639 )     302,907  
 
                       
Total
  $ 10,279,853     $ 287,806     $ (492,273 )   $ 10,075,386  
 
                       
4. SECURITIES IN AN UNREALIZED LOSS POSITION
     The following table summarizes all securities in an unrealized loss position at March 31, 2009 and December 31, 2008 by the length of time those securities have been continuously in an unrealized loss position (dollars in thousands):
                                 
    Less Than 12 Months     12 Months or Greater  
            Unrealized             Unrealized  
    Fair Value     Losses     Fair Value     Losses  
     
March 31, 2009
                               
U.S. government and agency
  $ 39,933     $ 768     $ 17,225     $ 1,084  
State and municipal
    596,388       28,348       651,675       64,099  
Mortgage-backed securities
    214,245       29,044       263,461       70,919  
Corporate
    586,888       30,506       270,244       65,635  
Foreign
    18,504       4,736              
 
                       
Fixed maturity securities
    1,455,958       93,402       1,202,605       201,737  
Common stocks
    19,841       19,429              
Preferred stocks
    42,904       27,096       111,666       68,390  
 
                       
Total
  $ 1,518,703     $ 139,927     $ 1,314,271     $ 270,127  
 
                       
 
                               
December 31, 2008
                               
U.S. government and agency
  $ 25,031     $ 3,494     $ 8,197     $ 212  
State and municipal
    1,081,558       65,944       485,805       74,500  
Mortgage-backed securities
    327,563       57,032       211,762       46,766  
Corporate
    377,313       83,277       228,738       53,055  
Foreign
    17,519       3,521              
 
                       
Fixed maturity securities
    1,828,984       213,268       934,502       174,533  
Common Stocks
    5,952       7,833              
Preferred stocks
    123,930       44,062       109,103       52,577  
 
                       
Total
  $ 1,958,866     $ 265,163     $ 1,043,605     $ 227,110  
 
                       

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     Fixed Maturity Securities - In determining whether declines in fair values of fixed maturity securities are other than temporary, the Company assesses the issuer’s ability to continue to meet its contractual payment obligations as they become due and whether the Company has the ability and intent to hold the investment until it recovers or matures. The Company’s assessment of its intent to hold an investment until it recovers or matures is based on conditions at the time the assessment is made, including general market conditions, the Company’s overall investment strategy and management’s view of the underlying value of an investment relative to its current price. Additionally, for certain securitized financial assets with contractual cash flows (including asset-backed securities), the Company updates its best estimate of the present value of expected cash flows over the life of the security. If management determines that the fair value of the securitized financial asset and the present value of the asset’s cash flows estimated at the current financial reporting date are less than the present value of the estimated cash flows at the date of purchase, an other-than–temporary impairment is recognized and the securitized financial asset is written down to fair value.
     At March 31, 2009, there were 40 fixed maturity securities for which unrealized losses were 20% or greater than amortized cost. Those securities had an aggregate unrealized loss of $164 million. The Company has evaluated these securities and believes the unrealized losses are due primarily to temporary market and sector-related factors rather than to issuer-specific factors. The Company does not consider these securities to be other than temporarily impaired.
     Perpetual Preferred Securities - In assessing other than temporary impairments of perpetual preferred securities, the Company applies an impairment model similar to that used for a fixed maturity security provided they are of high quality and there has been no evidence of deterioration in credit of the issuer. Otherwise, impairment tests for perpetual preferred securities are similar to those used for common stock.
     At March 31, there were 44 securities for which unrealized losses were 20% or greater than amortized cost. Those securities, which had an aggregate unrealized loss of $92 million, are primarily investment grade securities issued by banks, insurers and REITs. The Company has the ability and intent to hold these securities at least until the investment impairment is recovered. The Company believes these unrealized losses are due primarily to temporary market and sector-related factors rather than to issuer-specific factors and does not consider these securities to be other than temporarily impaired.
     Common Stock - In determining whether declines in fair values of common stock are other than temporary, management assesses (1) the severity and duration of the impairment, (2) the historic and implied volatility of the security, (3) recoveries or additional declines in fair value subsequent to the balance sheet date, (4) the financial condition and near-term prospects of the issuer, (5) whether the market decline was affected by macroeconomic conditions or by specific information pertaining to an individual security and (6) the length of the forecasted recovery period.
     At March 31, 2009, the Company owned common stock in four companies with an aggregate fair value of $20 million and an aggregate unrealized loss of $19 million. As of March 31, 2009, these investments had been in an unrealized loss position for less than six months. The Company does not consider any of these stocks to be other than temporarily impaired. There were no other common stocks in an unrealized loss position at March 31, 2009.
     Because of changing economic and market conditions affecting issuers of debt and equity securities and the performance of the underlying collateral affecting certain classes of assets, it is reasonably possible that we will recognize other-than-temporary impairments in the future.

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5. FAIR VALUE MEASUREMENTS
     The Company’s fixed income and equity securities available for sale and its trading account securities are carried at fair value following the guidance in Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). The statement defines fair value 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.” FAS 157 establishes 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 the asset or liability, either directly or indirectly. 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.
     Because many fixed income 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, 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 table presents the assets and liabilities measured at fair value on a recurring basis as of March 31, 2009 and December 31, 2008 by level (dollars in thousands):
                                 
    Total     Level 1     Level 2     Level 3  
March 31, 2009
                               
Assets:
                               
Fixed maturity securities available for sale
  $ 9,983,597     $     $ 9,845,049     $ 138,548  
Equity securities available for sale
    327,263       12,598       207,629       107,036  
Arbitrage trading account
    216,170       215,817              353  
 
                       
Total assets
  $ 10,527,030     $ 228,415     $ 10,052,678     $ 245,937  
 
                       
 
                               
Liabilities:
                               
Securities sold but not yet purchased
  $ 44,078     $ 44,078     $     $  
 
                               
December 31, 2008
                               
Assets:
                               
Fixed maturity securities available for sale
  $ 9,565,988     $     $ 9,417,349     $ 148,639  
Equity securities available for sale
    383,750       19,829       254,701       109,220  
Arbitrage trading account
    119,485       115,723       3,409        353  
 
                       
Total assets
  $ 10,069,223     $ 135,552     $ 9,675,459     $ 258,212  
 
                       
 
                               
Liabilities:
                               
Securities sold but not yet purchased
  $ 23,050     $ 23,050     $     $  

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The following table summarizes changes in Level 3 assets for the three months ended March 31, 2009 and 2008 (dollars in thousands):
                                 
                    Equity        
                    Securities     Arbitrage  
            Fixed     Available     Trading  
    Total     Maturities     for Sale     Account  
For the three months ended March 31, 2009
                               
Balance as of December 31, 2008
  $ 258,212     $ 148,639     $ 109,220     $ 353  
Realized and unrealized gains and losses:
                               
Included in earnings (loss)
    (13 )     (13 )            
Included in other comprehensive income
    (13,478 )     (8,035 )     (5,443 )      
Purchases, sales and maturities, net
    1,216       (2,043 )     3,259        
 
                               
 
                       
Balance as of March 31, 2009
  $ 245,937     $ 138,548     $ 107,036     $ 353  
 
                       
 
                               
For the three months ended March 31, 2008
                               
Balance as of December 31, 2007
  $ 90,918     $ 23,725     $ 62,911     $ 4,282  
Realized and unrealized gains and losses:
                               
Included in earnings
    (4,000 )     (4,000 )            
Included in other comprehensive income
    5,266             5,266        
Purchases, sales and maturities, net
    13,045             13,045        
 
                               
 
                       
Balance as of March 31, 2008
  $ 105,229     $ 19,725     $ 81,222     $ 4,282  
 
                       
6. REINSURANCE CEDED
     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 $5.8 million and $4.9 million as of March 31, 2009 and December 31, 2008, respectively. The following amounts arising under reinsurance ceded contracts have been deducted in arriving at the amounts reflected in the statements of operations (dollars in thousands):
                 
    For the Three Months
    Ended March 31,
    2009   2008
Ceded premiums earned
  $ 115,306     $ 108,396  
Ceded losses incurred
  $ 77,283     $ 53,391  
7. INDUSTRY SEGMENTS
     The Company’s operations are presently conducted in five segments of the insurance business: specialty lines of insurance, regional property casualty insurance, alternative markets, reinsurance and international.
     Our specialty segment underwrites complex and sophisticated third-party liability risks, principally within the excess and surplus lines. The primary lines of business are premises operations, professional liability, commercial automobile, products liability and property lines. The companies within the segment are divided along the different customer bases and product lines that they serve. The specialty units deliver their products through a variety of distribution channels depending on the customer base and particular risks insured. The customers in this segment are highly diverse.
     Our regional segment provides commercial insurance products to customers primarily in 44 states. Key clients of this segment are small-to-mid-sized businesses and state and local governmental entities. The regional subsidiaries are organized geographically, which provides them with the flexibility to adapt to local market conditions, while enjoying the superior administrative capabilities and financial strength of the Company. The regional operations are organized geographically based on markets served.

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     Our alternative markets segment specializes in developing, insuring, reinsuring and administering self-insurance programs and other alternative risk transfer mechanisms. Our clients include employers, employer groups, insurers, and alternative market funds seeking less costly, more efficient ways to manage exposure to risks. In addition to providing insurance, the alternative markets segment also provides a wide variety of fee-based services, including consulting and administrative services.
     Our reinsurance segment specializes in underwriting property casualty reinsurance on both a treaty and a facultative basis. The principal reinsurance units are facultative reinsurance, which writes individual certificates and program facultative business, treaty reinsurance, which functions as a traditional reinsurer in specialty and standard reinsurance lines, and Lloyd’s reinsurance, which writes property and casualty reinsurance through Lloyd’s.
     Our international segment offers personal and commercial property casualty insurance in South America and commercial insurance and reinsurance in the United Kingdom, Continental Europe, Australia and Hong Kong.
     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 operating segments is presented in the following table. Net income (loss) by segment consists of revenues less expenses related to the respective segment’s operations, including allocated investment income and income (loss) from funds. Identifiable assets by segment are those assets used in or allocated to the operation of each segment.
                                                 
    Revenues              
            Investment                     Pre-tax     Net  
    Earned     Income and                     Income     Income  
(dollars in thousands)   Premiums     Funds     Other     Total     (Loss)     (Loss)  
 
                                   
For the three months ended March 31, 2009:
                                               
Specialty
  $ 357,928     $ 3,985     $ 894     $ 362,807     $ 27,744     $ 22,131  
Regional
    285,616       1,737       1,081       288,434       18,365       13,723  
Alternative markets
    151,993       5,180       24,611       181,784       30,434       25,108  
Reinsurance
    105,623       2,346             107,969       2,999       4,362  
International
    78,048       8,001             86,049       6,168       3,579  
Corporate and eliminations (1)
          1,893       31,493       33,386       (43,251 )     (26,405 )
Realized investment losses
                (96,808 )     (96,808 )     (96,808 )     (62,844 )
 
                                   
 
Consolidated
  $ 979,208     $ 23,142     $ (38,729 )   $ 963,621     $ (54,349 )   $ (20,346 )
 
                                   
 
                                               
For the three months ended March 31, 2008:
                                               
Specialty
  $ 429,336     $ 50,993     $ 1,010     $ 481,339     $ 112,786     $ 79,175  
Regional
    311,269       21,563             332,832       37,804       27,052  
Alternative markets
    155,209       27,925       26,105       209,239       60,982       42,850  
Reinsurance
    152,434       31,297             183,731       33,289       25,237  
International
    76,061       9,411             85,472       10,646       6,135  
Corporate and eliminations (1)
          3,308       25,257       28,565       (45,222 )     (27,123 )
Realized investment gains
                54,026       54,026       54,026       35,112  
 
                                   
 
Consolidated
  $ 1,124,309     $ 144,497     $ 106,398     $ 1,375,204     $ 264,311     $ 188,438  
 
                                   
 
(1)   Corporate and eliminations represent corporate revenues and expenses and other items that are not allocated to business segments.

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Identifiable assets by segment are as follows (dollars in thousands):
                 
    March 31,     December 31,  
    2009     2008   
Specialty
  $ 5,652,781     $ 5,594,747  
Regional
    2,636,543       2,652,459  
Alternative markets
    3,592,105       3,463,508  
Reinsurance
    4,232,878       4,231,514  
International
    897,481       879,271  
Corporate and eliminations
    (818,480 )     (700,341 )
 
           
Consolidated
  $ 16,193,308     $ 16,121,158  
 
           
Net premiums earned by major line of business are as follows (dollars in thousands):
                 
    For the Three Months  
    Ended March 31,  
    2009     2008  
 
           
Premises operations
  $ 125,100     $ 166,380  
Commercial automobile
    54,392       67,123  
Property
    48,282       55,477  
Products liability
    39,081       52,179  
Professional liability
    40,426       38,871  
Other
    50,647       49,306  
 
           
Specialty
    357,928       429,336  
 
           
 
               
Commercial multiple peril
    105,176       115,852  
Commercial automobile
    83,336       90,957  
Workers’ compensation
    57,946       63,930  
Other
    39,158       40,530  
 
           
Regional
    285,616       311,269  
 
           
 
               
Excess workers’ compensation
    66,448       69,754  
Primary workers’ compensation
    60,336       62,251  
Other
    25,209       23,204  
 
           
Alternative markets
    151,993       155,209  
 
           
 
               
Casualty
    91,162       127,857  
Property
    14,461       24,577  
 
           
Reinsurance
    105,623       152,434  
 
           
 
               
International
    78,048       76,061  
 
           
Total
  $ 979,208     $ 1,124,309  
 
           
8. COMMITMENTS, LITIGATION AND CONTINGENT LIABILITIES
     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.

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SAFE HARBOR STATEMENT
     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 herein, including statements related to our outlook for the industry and for our performance for the year 2009 and beyond, are based upon the Company’s historical performance and on current plans, estimates and expectations. The inclusion of this forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. They are subject to various risks and uncertainties, including but not limited to: the cyclical nature of the property casualty industry; the long-tail and potentially volatile nature of the insurance and reinsurance business; product demand and pricing; claims development and the process of estimating reserves; the potential impact of the current conditions in the financial markets and the ongoing economic downturn on our results and financial condition, particularly if such conditions continue; the potential impact of current legislative, regulatory, accounting and other initiatives taken or which may be taken in response to the current conditions in the financial markets and the ongoing economic downturn; investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including investments in financial institutions, merger arbitrage and private equity investments; the uncertain nature of damage theories and loss amounts; natural and man-made catastrophic losses, including as a result of terrorist activities; the impact of significant and increasing competition; the success of our new ventures or acquisitions and the availability of other opportunities; the availability of reinsurance; exposure as to coverage for terrorist acts; our retention under the Terrorism Risk Insurance Program Reauthorization Act of 2007; the ability of our reinsurers to pay reinsurance recoverables owed to us; the impact of current conditions in the financial markets and the ongoing economic downturn on our ability to raise debt or equity capital if needed; foreign currency and political risks relating to our international operations; other legislative and regulatory developments, including those related to alleged anti-competitive or other improper business practices in the insurance industry; changes in the ratings assigned to us or our insurance company subsidiaries by rating agencies; the availability of dividends from our insurance company subsidiaries; our ability to attract and retain qualified employees; and other risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). These risks and uncertainties could cause our actual results for the year 2009 and beyond to differ materially from those expressed in any forward-looking statement we make. Any projections of growth in our net premiums written and management fees would not necessarily result in commensurate levels of underwriting and operating profits. Our future financial performance is dependent upon factors discussed in our Annual Report on Form 10-K, elsewhere in this Form 10-Q and our other SEC filings. Forward-looking statements speak only as of the date on which they are made.

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Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
     W. R. Berkley Corporation is an insurance holding company that is among the largest commercial lines writers in the United States and operates in five business segments: specialty insurance, regional property casualty insurance, alternative markets, reinsurance and international. The Company’s primary sources of revenues and earnings are insurance and investments.
     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 a property casualty 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 inflation on the amount of compensation due for injuries or losses. General insurance prices are also influenced by available insurance capacity, i.e., the level of policyholders’ surplus employed in the industry, and the industry’s willingness to deploy that capital.
     Available insurance capacity has increased in recent years, increasing competition in the industry and putting downward pressure on pricing and terms and conditions. In 2007, we saw increased competition and decreased prices across most of our business segments. This trend of increased competition and decreased prices continued in 2008. These trends moderated somewhat in the first quarter of 2009 and we expect continued improvement over the balance of the year. Price changes are reflected in our results over time as premiums are earned.
     As a result of the current conditions in the financial markets, certain of the largest U.S. insurers have been significantly impacted by, among other things, investment losses, lower credit ratings and reduced policyholders’ surplus. This may lead to an increased emphasis on stability and credit ratings of insurers, reduced insurance capacity and less competition in the industry, putting upward pressure on pricing and terms and conditions.
     The Company’s profitability is also affected by its investment income. The Company’s invested assets, which are derived from its own capital and cash flow from its insurance business, are invested principally in fixed maturity securities. The return on fixed maturity securities is affected primarily by general interest rates and the credit quality and duration of the securities. The Company also invests in equity securities, including those of financial institutions, merger arbitrage, private equity investments and real estate securities.
Critical Accounting Estimates
     The following presents a discussion of accounting policies and estimates relating to reserves for losses and loss expenses, assumed premiums and 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.

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     In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate payment. 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 (“IBNR”) 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 addition to the economic value of losses. These factors include 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 have increased under the current financial market conditions. 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 operations 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 future 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 assure 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.

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     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 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 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 IBNR 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, commercial multi-peril business, 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. For example, as of December 31, 2008, initial loss estimates for accident years 1999 through 2007 were decreased by an average of 3% for lines with short reporting lags and by an average of 12% for lines with long reporting lags. For the latest accident year ended December 31, 2008, initial loss estimates were $1.7 billion for lines with short reporting lags and $1.1 billion for lines with long reporting lags.

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     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 historical changes, 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 on our loss estimate for claims occurring in 2008 (dollars in thousands):
                                 
            Frequency (+/-)
Severity (+/-)       1%   5%   10%
 
  1 %  
 
    56,881       171,208       314,116  
  5 %  
 
    171,208       290,062       438,631  
  10 %  
 
    314,116       438,631       594,274  
 
     Our net reserves for losses and loss expenses of $8 billion as of March 31, 2009 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.
     Approximately $2 billion, or 22%, of the Company’s net loss reserves as of March 31, 2009 relate to assumed reinsurance business. There is a higher degree of uncertainty and greater variability regarding estimates of assumed loss reserves because those 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 extended. Management considers the impact of delayed reporting in its selection of assumed loss development factors.
     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 March 31, 2009 and December 31, 2008 (dollars in thousands):
                 
    March 31,   December 31,
    2009   2008
 
Specialty
  $ 3,003,494     $ 2,973,824  
Regional
    1,336,971       1,329,697  
Alternative Markets
    1,709,008       1,691,678  
Reinsurance
    1,803,578       1,842,848  
International
    298,400       284,539  
 
Net reserves for losses and loss expenses
    8,151,451       8,122,586  
Ceded reserves for losses and loss expenses
    890,252       877,010  
 
Gross reserves for losses and loss expenses
  $ 9,041,703     $ 8,999,596  
 

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     Following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of March 31, 2009 and December 31, 2008 (dollars in thousands):
                         
    Reported Case   Incurred But Not    
    Reserves   Reported   Total
 
March 31, 2009
                       
General liability
  $ 820,425     $ 2,235,846     $ 3,056,271  
Workers’ compensation
    1,003,222       1,022,092       2,025,314  
Commercial automobile
    381,810       222,417       604,227  
International
    128,614       169,786       298,400  
Other
    143,541       220,121       363,661  
 
Total primary
    2,477,612       3,870,262       6,347,873  
Reinsurance
    751,282       1,052,296       1,803,578  
 
Total
  $ 3,228,894     $ 4,922,558     $ 8,151,451  
 
 
                       
December 31, 2008
                       
General liability
  $ 800,059     $ 2,227,257     $ 3,027,316  
Workers’ compensation
    988,714       1,014,524       2,003,238  
Commercial automobile
    393,035       210,562       603,597  
International
    129,351       155,188       284,539  
Other
    145,010       216,038       361,048  
 
Total primary
    2,456,169       3,823,569       6,279,738  
Reinsurance
    770,247       1,072,601       1,842,848  
 
Total
  $ 3,226,416     $ 4,896,170     $ 8,122,586  
 
     For the three months ended March 31, 2009, the Company reported losses and loss expenses of $610 million. Estimates for claims occurring in prior years decreased by $54 million. On an accident year basis, the change in prior year reserves is comprised of an increase in estimates for claims occurring in accident years 2002 and prior of $16 million and a decrease in estimates for claims occurring in accident years 2003 through 2008 of $70 million. 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.
     By segment, prior year reserves decreased by $17 million for specialty, $16 million for alternative markets, $10 million for regional, $7 million for reinsurance and $4 million for international. For primary business lines, prior year reserves decreased by $29 million for general liability, $13 million for workers’ compensation and $5 million for property. The decrease in prior year reserves for general liability reflects the favorable loss reserve trends for excess and surplus lines for accident years 2003 through 2008.
     Loss Reserve Discount. The Company discounts its liabilities 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 the liabilities. The expected losses and loss expense payout pattern subject to discounting was derived from the Company’s loss payout experience. For non-proportional business, reserves for losses and loss expenses have been discounted using risk-free discount rates determined by reference to the U.S. Treasury yield curve. As of December 31, 2008, these discount rates ranged from 3.1% to 6.5%, with a weighted average discount rate of 4.6%. For proportional business, reserves for losses and loss expenses have been discounted at the statutory rate permitted by the Department of Insurance of the State of Delaware of 2.5%. The aggregate net discount, after reflecting the effects of ceded reinsurance, was $852 million and $847 million as of March 31, 2009 and December 31, 2008, respectively.

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     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 premium, commissions and incurred losses associated with those premiums are recorded. Estimated assumed premiums receivable were approximately $48 million and $49 million at March 31, 2009 and December 31, 2008, respectively. The assumed premium estimates are based upon terms set forth in the reinsurance agreement, information received from ceding companies during the underwriting and negotiation of the agreement, 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 Declines in the Value 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. Since equity securities do not have a contractual cash flow at maturity, the Company considers whether the price of an equity security is expected to recover within a reasonable period of time. Management regularly reviews securities that have a fair value less than cost to determine whether an other than temporary impairment has occurred. If a decline in value is considered other than temporary, the Company reports a realized loss on its statement of operations.
     Write downs for other than temporary impairments were $110 million and $19 million for the first three months of 2009 and 2008, respectively. These impairments charges were primarily related to debt and preferred stock of three major financial institutions that experienced adverse credit events and ratings downgrades in the quarter.
     Fixed Maturity Securities Unrealized Losses - The following table provides a summary of all fixed maturity securities March 31, 2009 by the length of time those securities have been continuously in an unrealized loss position (dollars in thousands):
                         
                    Gross
    Number of   Aggregate   Unrealized Losses
    Securities   Fair Value   (1)
 
Unrealized loss less than 20% of cost
     260     $ 2,361,486     $ 131,623  
 
Unrealized loss 20% or greater than cost:
                       
Less than six months
    3       14,442       6,200  
Six months to less than nine months
    8       75,198       21,329  
Nine months to less than twelve months
    3       19,179       15,639  
Twelve months or greater
    26       188,258       120,348  
 
Total
     300     $ 2,658,563     $ 295,139  
 
 
(1)   Fixed maturity securities classified as available for sale are carried at estimated fair value and unrealized losses, net of income taxes, are reported as a component of equity.

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          In determining whether declines in fair values of fixed maturity securities are other than temporary, the Company assesses the issuer’s ability to continue to meet its contractual payment obligations as they become due and whether the Company has the ability and intent to hold the investment until it recovers or matures. The Company’s assessment of its intent to hold an investment until it recovers or matures is based on conditions at the time the assessment is made, including general market conditions, the Company’s overall investment strategy and management’s view of the underlying value of an investment relative to its current price. Additionally, for certain securitized financial assets with contractual cash flows (including asset-backed securities), the Company updates its best estimate of the present value of expected cash flows over the life of the security on a quarterly basis. If management determines that the fair value of the securitized financial asset and the present value of the asset’s cash flows estimated at the current financial reporting date are less than the present value of the estimated cash flows at the date of purchase, an other-than–temporary impairment is recognized and the securitized financial asset is written down to fair value.
          At March 31, 2009, there were 40 fixed maturity securities for which unrealized losses were 20% or greater than amortized cost. Those securities had an aggregate unrealized loss of $164 million. The Company has evaluated these securities and believes the unrealized losses are due primarily to temporary market and sector-related factors rather than to issuer-specific factors. The Company does not consider these securities to be other than temporarily impaired.
          Perpetual Preferred Securities Unrealized Losses - The following table provides a summary of all perpetual preferred securities at March 31, 2009 by the length of time those securities have been continuously in an unrealized loss position (dollars in thousands):
                         
                    Gross
    Number of   Aggregate   Unrealized Losses
    Securities   Fair Value   (1)
 
Unrealized loss less than 20% of cost
    12     $ 35,615     $ 3,490  
Unrealized loss 20% or greater than cost:
                       
Less than six months
    4       4,534       6,919  
Six months to less than nine months
    2       17,034       16,263  
Nine months to less than twelve months
    3       4,278       2,791  
Twelve months or greater
    35       93,109       66,023  
 
Total
    56     $ 154,570     $ 95,486  
 
 
(1)   Perpetual preferred securities classified as available for sale are carried at estimated fair value and unrealized losses, net of income taxes, are reported as a component of equity.
          In assessing other than temporary impairments of perpetual preferred securities, the Company applies an impairment model similar to those used for a fixed maturity security provided they are of high quality and there has been no evidence of deterioration in credit of the issuer. Otherwise, impairment tests for perpetual preferred securities are similar to that used for common stock.
          At March 31, 2009, there were 44 securities for which unrealized losses were 20% or greater than amortized cost. Those securities, which had an aggregate unrealized loss of $92 million, are primarily investment grade securities issued by banks, insurers and REITs. The Company has the ability and intent to hold these securities at least until the investment impairment is recovered. The Company believes these unrealized losses are due primarily to temporary market and sector-related factors rather than to issuer-specific factors and does not consider these securities to be other than temporarily impaired.

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          Common Stock Unrealized Losses - In determining whether declines in fair values of common stock are other than temporary, management assesses (1) the severity and duration of the impairment, (2) the historic and implied volatility of the security, (3) recoveries or additional declines in fair value subsequent to the balance sheet date, (4) the financial condition and near-term prospects of the issuer, (5) whether the market decline was affected by macroeconomic conditions or by specific information pertaining to an individual security and (6) the length of the forecasted recovery period.
          At March 31, 2009, the Company owned common stock in four companies with an aggregate fair value of $20 million and an aggregate unrealized loss of $19 million. As of March 31, 2009, these investments had been in an unrealized loss position for less than six months. The Company does not consider any of these stocks to be other than temporarily impaired. There were no other common stocks in an unrealized loss position at March 31, 2009.
          Because of changing economic and market conditions affecting issuers of debt and equity securities and the performance of the underlying collateral affecting certain classes of assets, it is reasonably possible that we will recognize other-than-temporary impairments in the future.
Fair Value Measurements
          The Company’s fixed income and equity securities available for sale and its trading account securities are carried at fair value following the guidance in Statement of Financial Accounting Standards No. 157, “Fair Value Measurements” (“FAS 157”). The statement defines fair value 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.” FAS 157 establishes 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 the asset or liability, either directly or indirectly. 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.
          Because many fixed income 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, 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.

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Results of Operations for the Three Months Ended March 31, 2009 and 2008
          Following is a summary of gross and net premiums written, premiums earned, loss ratios (losses and loss expenses incurred expressed as a percentage of premiums earned), expense ratios (underwriting expenses expressed as a percentage of premiums earned) and combined ratios (sum of loss ratio and expense ratio) for each of our business segments for the three months ended March 31, 2009 and 2008. The combined ratio represents a measure of underwriting profitability, excluding investment income. A combined ratio in excess of 100 indicates an underwriting loss; a number below 100 indicates an underwriting profit.
                 
    For the Three Months
    Ended March 31,
(dollars in thousands)   2009   2008
 
Specialty
               
Gross premiums written
  $ 364,894     $ 428,142  
Net premiums written
    322,557       397,787  
Premiums earned
    357,928       429,336  
Loss ratio
    62.8 %     58.1 %
Expense ratio
    30.7 %     27.6 %
Combined ratio
    93.5 %     85.7 %
 
Regional
               
Gross premiums written
  $ 322,801     $ 372,995  
Net premiums written
    282,035       323,576  
Premiums earned
    285,616       311,269  
Loss ratio
    61.0 %     63.6 %
Expense ratio
    33.1 %     31.1 %
Combined ratio
    94.1 %     94.7 %
 
Alternative Markets
               
Gross premiums written
  $ 248,874     $ 268,084  
Net premiums written
    225,715       238,037  
Premiums earned
    151,993       155,209  
Loss ratio
    62.2 %     57.5 %
Expense ratio
    24.1 %     23.8 %
Combined ratio
    86.3 %     81.3 %
 
Reinsurance
               
Gross premiums written
  $ 107,856     $ 136,465  
Net premiums written
    100,833       129,646  
Premiums earned
    105,623       152,434  
Loss ratio
    63.4 %     64.0 %
Expense ratio
    35.6 %     34.6 %
Combined ratio
    99.0 %     98.6 %
 
International
               
Gross premiums written
  $ 103,817     $ 79,487  
Net premiums written
    92,332       68,519  
Premiums earned
    78,048       76,061  
Loss ratio
    64.1 %     64.0 %
Expense ratio
    37.6 %     36.5 %
Combined ratio
    101.7 %     100.5 %
 
Consolidated
               
Gross premiums written
  $ 1,148,242     $ 1,285,173  
Net premiums written
    1,023,472       1,157,565  
Premiums earned
    979,208       1,124,309  
Loss ratio
    62.3 %     60.8 %
Expense ratio
    31.4 %     29.6 %
Combined ratio
    93.7 %     90.4 %
 

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          Net Income (Loss) Attributable to Common Shareholders. The following table presents the Company’s net income (loss) attributable to common shareholders and net income (loss) per diluted share for the three months ended March 31, 2009 and 2008 (amounts in thousands, except per share data):
                 
    2009   2008
 
Net income (loss) attributable to common shareholders
  $ (20,346 )   $ 188,438  
Weighted average diluted shares
    161,090       183,804  
Net income (loss) per diluted share
  $ (0.13 )   $ 1.03  
 
          The Company reported a net loss of $20 million in 2009 compared to net income of $188 million in 2008. The net loss in 2009 was attributable to realized investment losses, including other than temporary impairments, of $97 million and losses from investment funds of $115 million. The number of weighted average diluted shares decreased as a result of the Company’s repurchases of its common stock in 2008 and 2009. In addition, the anti-dilutive effects of 7,001 potential common shares outstanding were excluded from the outstanding diluted shares in 2009 due to the net loss in 2009.
          Gross Premiums Written. Gross premiums written were $1.148 billion in 2009, down 11% from 2008. The decrease in gross premiums is the result of lower economic activity and less new business production. The average price of policies renewed in 2009 decreased 1.5%. The Company has experienced increased competition and downward pressure on pricing since 2004, although the pressure has recently moderated somewhat.
     A summary of gross premiums written in 2009 compared with 2008 by business segment follows:
    Specialty gross premiums decreased by 15% to $365 million in 2009 from $428 million. Gross premiums written decreased 48% for commercial automobile, 30% for products liability and 23% for premises operations. Gross premiums written increased 27% for professional liability and 10% for property lines. The number of new and renewal policies issued in 2009 increased 1%.
 
    Regional gross premiums decreased by 14% to $323 million in 2009 from $373 million in 2008. Gross premiums written decreased 15% for workers’ compensation, 14% for commercial automobile and 11% for commercial multiple peril. Gross premiums include assigned risk premiums, which are fully reinsured, of $21 million in 2009 and $27 million in 2008. The number of new and renewal policies issued in 2009 decreased 11%.
 
    Alternative markets gross premiums decreased by 7% to $249 million in 2009 from $268 million in 2008. Gross premiums written decreased 10% for excess workers’ compensation and increased 3% for primary workers’ compensation. Gross premiums include assigned risk premiums, which are fully reinsured, of $6 million in 2009 and $14 million in 2008. The number of new and renewal policies issued in 2009 decreased 11%.
 
    Reinsurance gross premiums decreased by 21% to $108 million in 2009 from $136 million in 2008. The decline was due to non-renewals and lower new business volume as a result of business lost to competitors or retained by ceding companies. Casualty gross premiums written decreased 22% to $87 million, and property gross premiums written decreased 18% to $21 million.
 
    International gross premiums increased by 31% to $104 million in 2009 from $79 million in 2008. Gross premiums in the U.K. and Continental Europe decreased 7% primarily as a result of the strengthening of the U.S. dollar against foreign currencies. Gross premiums in South America increased 4% as a result of higher price levels and new business. Gross premiums for Asia and Australia were $29 million in 2009 as compared to $4 million in 2008 due to the issuance of new large quota share contract.

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          Premiums Earned. Premiums earned decreased 13% to $979 million in 2009 from $1,124 million in 2008. Insurance premiums are earned ratably over the policy term, and therefore premiums earned in 2009 are related to business written during both 2009 and 2008. The 13% decrease for 2009 earned premiums reflects the underlying decline in net premiums written in 2008 and 2009.
          Net Investment Income. Following is a summary of net investment income for the three months ended March 31, 2009 and 2008 (dollars in thousands):
                                 
                    Average Annualized
    Amount   Yield
 
    2009   2008   2009   2008
 
Fixed maturity securities, including cash
  $ 122,387     $ 122,768       4.3 %     4.5 %
Arbitrage trading account and funds
    10,661       4,015       12.6 %     1.9 %
Equity securities available for sale
    6,064       12,725       6.3 %     6.2 %
 
Gross investment income
    139,112       139,508       4.6 %     4.4 %
Investment expenses
    (896 )     (737 )                
 
Total
  $ 138,216     $ 138,771       4.5 %     4.4 %
 
          Net investment income in 2009 was nearly unchanged from 2008 as an increase in investment income from arbitrage trading was offset by lower investment income for equity securities. Average invested assets, at cost (including cash and cash equivalents) decreased to $12.2 billion in 2009 from $12.6 billion in 2008 as a result other than temporary impairments in 2008 and 2009.
          Income (Loss) from Investment Funds. Following is a summary of income (loss) from investment funds for the three months ended March 31, 2009 and 2008 (dollars in thousands):
                 
    2009   2008
 
Real estate funds
    (98,508 )     (5,497 )
Energy funds
    (14,691 )     1,045  
Other funds
    (1,875 )     (519 )
Kiln Ltd
          10,697  
 
Total
    (115,074 )     5,726  
 
          Losses from investment funds were $115 million in 2009 compared to income of $6 million in 2008, primarily as a result of losses from real estate funds. The real estate funds invest primarily in commercial loans and securities that are marked to market. Asset values were marked down in 2009 as a result of the worsening U.S. economy and the decline in commercial real estate values. The energy funds reported a loss of $15 million in 2009 due to a decrease in the fair value of energy related investments held by the funds. The Company sold its interest in Kiln Ltd in March 2008.
          Insurance Service Fees. The alternative markets and specialty segments offer fee-based services to help clients develop and administer self-insurance programs, primarily for workers’ compensation coverage. Service fees were $27 million in both 2009 and 2008.
          Realized Investment Gains (Losses). Realized investment gains (losses) result primarily from sales of securities, as well as from provisions for other than temporary impairment in securities. The Company buys and sells securities on a regular basis in order to maximize its total return on investments. Decisions to sell securities are based on management’s view of the underlying fundamentals of specific securities as well as management’s expectations regarding interest rates, credit spreads, currency values and general economic conditions.

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          Realized investment losses were $97 million in 2009 and were the result of write-downs for other-than-temporary impairments of $110 million, partially offset by realized gains from the sale of securities of $13 million. The other than temporary impairments were primarily related to debt and preferred stock of three major financial institutions that experienced adverse credit events and ratings downgrades in the quarter.
          Realized investment gains were $54 million in 2008 and were the result of net realized gains from the sale of securities of $73 million, partially offset by write-downs for other-than-temporary impairments of $19 million. Net realized investment gains from the sale of securities included a gain of $70 million from the sale of the Company’s interest in Kiln Ltd.
          Revenues from Wholly-Owned Investees. Revenues from wholly-owned investees were $31 million in 2009 compared with $25 million in 2008. These revenues were derived from three fixed base operators that were separately purchased in 2007 and 2008. These companies provide services to the general aviation market, including fuel and line service, aircraft sales and maintenance, avionics and engineering services and parts fabrication. The 2009 and 2008 revenues are not comparative since the companies were not all owned for the three months ended March 31, 2008.
          Losses and Loss Expenses. Losses and loss expenses decreased to $610 million in 2009 from $683 million in 2008 due to lower earned premium. The consolidated loss ratio was 62.3% in 2009 compared with 60.8% in 2008. Estimated loss ratios for accident year 2009 were higher due to a decline in price levels, the impact of anticipated loss cost trends, including inflation, and a more competitive market environment. Weather-related losses were $9 million in 2009 compared with $14 million in 2008. Favorable prior year reserve development was $54 million in both 2009 and 2008, primarily related to the specialty and alternative markets segments. A summary of loss ratios in 2009 compared with 2008 by business segment follows:
    Specialty’s loss ratio increased to 62.8% in 2009 from 58.1% in 2008. Net favorable prior year development was $17 million in 2009 compared with $24 million in 2008.
 
    The regional loss ratio decreased to 61.0% in 2009 from 63.6% in 2008. Weather-related losses were $9 million in 2009 compared with $14 million in 2008. Net favorable prior year development was $10 million in 2009 compared with $7 million in 2008.
 
    Alternative markets’ loss ratio increased to 62.2% in 2009 from 57.5% in 2008. In addition to pricing and loss cost trends, the 2009 loss ratio was impacted by the use of lower discount rates used to discount excess workers’ compensation reserves. Net favorable prior year development was $16 million in 2009 compared with $19 million in 2008.
 
    The reinsurance loss ratio decreased to 63.4% in 2009 from 64.0% in 2008. Net favorable prior year development was $7 million in 2009 compared with net unfavorable prior year development of $1 million in 2008.
 
    The international loss ratio increased to 64.1% in 2009 from 64.0% in 2008. Net favorable prior year development was $4 million in both 2009 and 2008.
Other Operating Costs and Expenses. Following is a summary of other operating costs and expenses for the three months ended March 31, 2009 and 2008 (dollars in thousands):
                 
    2009   2008
 
Underwriting expenses
  $ 307,956     $ 330,868  
Service expenses
    22,057       22,865  
Other costs and expenses
    27,334       26,440  
 
Total
  $ 357,347     $ 380,173  
 

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          Underwriting expenses are comprised of commissions paid to agents and brokers, premium taxes and other assessments and internal underwriting costs. The consolidated expense ratio (underwriting expenses expressed as a percentage of premiums earned) increased to 31.4% in 2009 from 29.6% in 2008 primarily due to the decline in earned premiums.
          Service expenses, which represent the costs associated with the fee-based businesses, decreased 4% to $22 million due to lower employment costs.
          Other costs and expenses, which represent corporate expenses and foreign currency transaction gains and losses, increased 3% to $27 million.
          Expenses from Wholly-Owned Investees. Expenses from wholly-owned investees were $30 million in 2009 compared to $25 million in 2008. These expenses represent costs associated with three fixed base operators that were separately purchased in 2007 and 2008. These include cost of goods sold related to aircraft and other sales, labor and equipment costs related to repairs and other services and general and administrative expenses. The 2009 and 2008 expenses are not comparative since the companies were not all owned for the three months ended March 31, 2008.
          Interest Expense. Interest expense decreased 11% to $20 million primarily due to the repayment of $89 million of 9.875% senior notes in May 2008.
          Income Taxes. The effective income tax rate was a benefit of 63% in 2009 as compared to an expense rate of 29% in 2008. The effective tax rate differs from the federal income tax rate of 35% primarily because of tax-exempt investment income, which increased the benefit against the pre-tax loss in 2009 and decreased the tax expense against the pre-tax income in 2008. The tax exempt investment income is a greater portion of the 2009 pre-tax loss and as such had a larger impact to the effective tax rate for 2009.

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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 adequate to meet payment obligations. The Company also attempts to maintain an appropriate relationship between the average duration of the investment portfolio and the approximate duration of its liabilities, i.e., policy claims and debt obligations. Over the balance of the year, we expect to increase the average duration of our portfolio to more closely match the duration of our liabilities.
          The Company’s investment portfolio and investment-related assets as of March 31, 2009 were as follows (dollars in thousands):
                 
            Carrying  
    Cost     Value  
Fixed maturity securities
               
United States government and government agencies
  $ 1,130,344     $ 1,183,343  
State and municipal
    5,619,031       5,718,535  
Mortgage-backed securities
               
Agency
    997,920       1,027,624  
Residential-Prime
    384,719       322,079  
Residential-Alt A
    104,323       94,195  
Commercial
    72,942       46,290  
 
           
Total mortgage-backed securities
    1,559,904       1,490,188  
 
           
 
               
Corporate
               
Financial
    800,444       769,213  
Industrial
    379,784       364,702  
Asset-backed
    188,176       154,581  
Utilities
    126,048       125,341  
Other
    94,175       90,647  
 
           
Total corporate
    1,588,627       1,504,484  
 
           
 
               
Foreign government and foreign government agencies
    204,236       210,670  
 
           
Total fixed maturity securities
    10,102,142       10,107,220  
 
           
 
               
Equity securities available for sale
               
Preferred stock
               
Financial
    161,186       94,755  
Real estate
    138,190       118,589  
Utilities
    56,412       47,293  
 
           
Total preferred stock
    355,788       260,637  
 
           
 
               
Common stock
    40,913       66,626  
 
           
Total equity securities available for sale
    396,701       327,263  
 
           
 
               
Arbitrage trading account
    216,170       216,170  
Investment in arbitrage funds
    80,040       80,040  
Investment funds
    404,726       388,160  
Loans receivable
    385,650       385,650  
 
           
Total investments
  $ 11,585,429     $ 11,504,503  
 
           

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          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 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. At March 31, 2009 (as compared to December 31, 2008), the fixed maturity securities portfolio mix was as follows: U.S. government securities were 12% (12% in 2008); state and municipal securities were 56% (58% in 2008); corporate securities were 15% (10% in 2008); mortgage-backed securities were 15% (17% in 2008); and foreign government bonds were 2% (3% in 2008).
          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 market 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 Available for Sale. Equity securities available for sale primarily represent investments in common and preferred stocks of publicly traded REITs, financial companies and utilities.
          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.
          Investment in Arbitrage Funds. Investment in merger arbitrage funds represents investments in limited partnerships that specialize in merger arbitrage, convertible arbitrage and relative value arbitrage. Convertible arbitrage is the business of investing in convertible securities with the goal of capitalizing on price differentials between these securities and their underlying equities. Relative value arbitrage is the business of investing primarily in equity securities with the goal of capitalizing on perceived differences in fundamental values between pairs of companies in similar industries.
          Investment Funds. At March 31, 2009 and December 31, 2008, the Company’s investment in investment funds was $388 million and $496 million, respectively, and included investments in real estate funds of $206 million and $292 million, respectively.
          Loans Receivable. Loans receivable represent commercial real estate mortgage loans and bank loans with maturities of five years or less and floating, LIBOR-based interest rates.

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Liquidity and Capital Resources
          Cash Flow. Cash flow provided from operating activities decreased to $22 million in 2009 from $213 million in 2008. The decline is due to lower premium collections, higher paid losses and transfers of $70 million to the arbitrage trading account.
          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 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 income 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 88% invested in cash, cash equivalents and marketable fixed maturity securities as of March 31, 2009. 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.
Financing Activity
          During the first quarter of 2009, the Company repurchased 1,636,200 shares of its common stock for $32 million.
          At March 31, 2009, the Company had senior notes, junior subordinated debentures and other debt outstanding with a carrying value of $1,272 million and a face amount of $1,287 million. The maturities of the outstanding debt are $1 million in 2009, $150 million in 2010, $2 million in 2012, $200 million in 2013, $200 million in 2015, $150 million in 2019, $77 million in 2022, $7 million in 2035 (prepayable in 2010), $250 million in 2037 and $250 million in 2045 (prepayable in 2010).
          At March 31, 2009, equity was $3.1 billion and total capitalization (equity, senior notes and other debt and junior subordinated debentures) was $4.3 billion. The percentage of the Company’s capital attributable to senior notes, junior subordinated debentures and other debt was 29% at March 31, 2009 and at December 31, 2008.
Item 3. Quantitative and Qualitative Disclosure About Market Risk
          The Company’s market risk generally represents the risk of loss that may result from the potential change in the fair value of the Company’s investment portfolio as a result of fluctuations in prices, interest rates and currency exchange rates. The Company attempts to manage its interest rate risk by maintaining an appropriate relationship between the average duration of its investment portfolio and the approximate duration of its liabilities, i.e., policy claims and debt obligations.
          The duration of the investment portfolio was 3.1 years at March 31, 2009 and December 31, 2008. The overall market risk relating to the Company’s portfolio has remained similar to the risk at December 31, 2008.

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Item 4. Controls and Procedures
          Disclosure Controls and Procedures. The Company’s management, including its Chief Executive Officer and Chief Financial Officer, has conducted an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-14 as of the end of the period covered by this quarterly 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 Securities Exchange Act and the rules thereunder, is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.
          Changes in Internal Control over Financial Reporting. During the quarter ended March 31, 2009, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
          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.
Item 1A. Risk Factors
          There have been no material changes from the risk factors previously disclosed in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2008.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
          Set forth below is a summary of the shares repurchased by the Company during the quarter and the number of shares remaining authorized for purchase by the Company.
                                 
                            Maximum number of
    Total           Total number of shares   shares that may
    number of   Average price   purchased as part of   yet be purchased
    shares   paid per   publicly announced plans   under the plans or
    purchased   share   or programs   programs (1)
January 2009
                      8,109,900  
February 2009
                      8,109,900  
March 2009
    1,636,200     $ 19.46       1,636,200       6,473,700  
 
(1)   Remaining shares available for repurchase under the Company’s repurchase authorization of 10,000,000 shares approved by the Board of Directors on July 29, 2008.

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Item 6. Exhibits 
          Number
             
 
    (31.1 )   Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a).
 
           
 
    (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.
SIGNATURES
          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
         
 
  W. R. BERKLEY CORPORATION    
 
       
Date: May 8, 2009
  /s/ William R. Berkley
 
William R. Berkley
   
 
  Chairman of the Board and    
 
  Chief Executive Officer    
 
       
Date: May 8, 2009
  /s/ Eugene G. Ballard
 
Eugene G. Ballard
   
 
  Senior Vice President -    
 
  Chief Financial Officer