W. R. Berkley
WRB
#921
Rank
$26.75 B
Marketcap
$70.41
Share price
-1.23%
Change (1 day)
15.54%
Change (1 year)
W. R. Berkley Corporation is an American company that operates both commercial insurance reinsurance businesses.

W. R. Berkley - 10-Q quarterly report FY


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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 September 30, 2007
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
incorporation or organization)
 (I.R.S. Employer
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 is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one)
Large accelerated filer þ      Accelerated filer o       Non-accelerated filer o 
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 October 31, 2007: 183,100,069
 
 

 


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: CERTIFICATION
EX-31.2: CERTIFICATION
EX-32.1: CERTIFICATION


Table of Contents

Part I – FINANCIAL INFORMATION
ITEM 1. Financial Statements
W. R. Berkley Corporation and Subsidiaries
Consolidated Balance Sheets
(dollars in thousands)
         
  September 30,  December 31, 
  2007     2006  
  (Unaudited)     
Assets
        
Investments:
        
Fixed maturity securities
 $10,024,635  $9,158,607 
Equity securities available for sale
  955,340   866,422 
Equity securities trading account
  714,017   639,481 
Partnerships and affiliates
  525,549   449,854 
 
      
Total investments
  12,219,541   11,114,364 
 
        
Cash and cash equivalents
  591,279   754,247 
Premiums and fees receivable
  1,295,121   1,245,661 
Due from reinsurers
  905,716   928,258 
Accrued investment income
  128,756   118,045 
Prepaid reinsurance premiums
  186,323   169,965 
Deferred policy acquisition costs
  475,414   489,243 
Real estate, furniture and equipment
  200,432   183,249 
Deferred Federal and foreign income taxes
  141,353   142,634 
Goodwill
  103,345   67,962 
Trading account receivable from brokers and clearing organizations
  275,914   312,220 
Other assets
  172,645   130,641 
 
      
Total assets
 $16,695,839  $15,656,489 
 
      
 
        
Liabilities and Stockholders’ Equity
        
Liabilities:
        
Reserves for losses and loss expenses
 $8,442,126  $7,784,269 
Unearned premiums
  2,355,935   2,314,282 
Due to reinsurers
  126,187   149,427 
Trading account securities sold but not yet purchased
  146,151   170,075 
Policyholders’ account balances
     106,926 
Other liabilities
  710,541   654,596 
Junior subordinated debentures
  242,107   241,953 
Senior notes and other debt
  1,121,678   869,187 
 
      
Total liabilities
  13,144,725   12,290,715 
 
      
 
        
Minority interest
  34,384   30,615 
 
        
Stockholders’ 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, 183,274,658 and 192,771,889 shares
  47,024   47,024 
Additional paid-in capital
  901,788   859,787 
Retained earnings
  3,073,652   2,542,744 
Accumulated other comprehensive income
  91,481   111,613 
Treasury stock, at cost, 51,843,260 and 42,346,029 shares
  (597,215)  (226,009)
 
      
Total stockholders’ equity
  3,516,730   3,335,159 
 
      
Total liabilities and stockholders’ equity
 $16,695,839  $15,656,489 
 
      
See accompanying notes to interim consolidated financial statements.

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W. R. Berkley Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)
(dollars in thousands, except per share data)
                 
  For the Three Months  For the Nine Months 
  Ended September 30,  Ended September 30, 
  2007      2006    2007      2006   
Revenues:
                
Net premiums written
 $1,132,489  $1,208,906  $3,524,025  $3,705,422 
Change in unearned premiums
  43,075   (15,049)  (21,888)  (178,508)
 
            
Premiums earned
  1,175,564   1,193,857   3,502,137   3,526,914 
Net investment income
  165,790   145,784   500,154   422,348 
Insurance service fees
  23,690   26,622   75,026   80,182 
Revenues from wholly-owned investees
  41,739      61,227    
Realized investment gains
  812   1,734   13,482   3,736 
Other income
  437   511   1,610   1,208 
 
            
Total revenues
  1,408,032   1,368,508   4,153,636   4,034,388 
 
            
 
                
Expenses:
                
Losses and loss expenses
  706,374   731,941   2,095,190   2,175,249 
Other operating expenses
  382,530   368,311   1,139,755   1,082,891 
Expenses from wholly-owned investees
  38,718      56,515    
Interest expense
  22,707   23,293   66,107   70,034 
 
            
Total expenses
  1,150,329   1,123,545   3,357,567   3,328,174 
 
            
 
                
Income before income taxes and minority interest
  257,703   244,963   796,069   706,214 
Income tax expense
  (76,344)  (70,445)  (234,855)  (203,251)
Minority interest
  (896)  (210)  (1,692)  (1,501)
 
            
 
                
Net income
 $180,463  $174,308  $559,522  $501,462 
 
            
 
                
Earnings per share:
                
Basic
 $.97  $.91  $2.93  $2.62 
 
            
 
                
Diluted
 $.93  $.87  $2.81  $2.49 
 
            
See accompanying notes to interim consolidated financial statements.

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W. R. Berkley Corporation and Subsidiaries
Consolidated Statements of Stockholders’ Equity
(Unaudited)
(dollars in thousands)
         
  For The Nine Months 
  Ended September 30, 
  2007    2006 
Common stock:
        
Beginning and end of period
 $47,024  $47,024 
 
      
 
        
Additional paid in capital:
        
Beginning of period
 $859,787  $821,050 
Stock options exercised, including tax benefits
  26,929   9,696 
Restricted stock units expensed
  14,092   10,834 
Stock options expensed
  596   1,316 
Stock issued to directors
  384   692 
 
      
End of period
 $901,788  $843,588 
 
      
 
        
Retained earnings:
        
Beginning of period
 $2,542,744  $1,873,953 
Net income
  559,522   501,462 
Dividends
  (28,614)  (23,057)
 
      
End of period
 $3,073,652  $2,352,358 
 
      
 
        
Accumulated other comprehensive income:
        
Unrealized investment gains (losses):
        
Beginning of period
 $121,961  $40,746 
Net change in period
  (38,845)  52,253 
 
      
End of period
  83,116   92,999 
 
      
 
        
Currency translation adjustments:
        
Beginning of period
 $3,748  $(15,843)
Net change in period
  17,787   11,862 
 
      
End of period
  21,535   (3,981)
 
      
 
        
Net pension asset:
        
Beginning of period
 $(14,096)   
Net change in period
  926    
 
      
End of period
  (13,170)   
 
      
 
        
Total accumulated other comprehensive income:
 $91,481  $89,018 
 
      
 
        
Treasury stock:
        
Beginning of period
 $(226,009) $(199,853)
Stock options exercised
  24,654   10,422 
Stock issued to directors
  117   89 
Purchase of common stock
  (395,977)  (45,059)
 
      
End of period
 $(597,215) $(234,401)
 
      
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 Nine Months 
  Ended September 30, 
  2007    2006 
Cash flows provided by operating activities:
        
Net income
 $559,522  $501,462 
Adjustments to reconcile net income to net cash flows provided by operating activities:
        
Realized investment gains
  (13,482)  (3,736)
Depreciation and amortization
  61,848   50,481 
Minority interest
  1,692   1,501 
Equity in undistributed earnings of partnerships and affiliates
  (23,043)  (21,081)
Stock incentive plans
  15,421   12,931 
Change in:
        
Trading account securities and related accounts
  (71,191)  (200,128)
Premiums and fees receivable
  (47,158)  (122,413)
Due from reinsurers
  23,472   13,663 
Accrued investment income
  (12,468)  (12,970)
Prepaid reinsurance premiums
  (13,837)  (1,014)
Deferred policy acquisition costs
  (12,070)  (32,174)
Deferred income taxes
  9,040   (39,368)
Trading account receivables from broker and clearing organizations
  36,306   (108,276)
Other assets
  (22,670)  (7,698)
Reserves for losses and loss expenses
  648,043   851,170 
Unearned premiums
  36,375   179,615 
Due to reinsurers
  (25,352)  5,602 
Trading account securities sold but not yet purchased
  (23,924)  38,465 
Policyholders’ account balances
  (303)  (1,565)
Other liabilities
  3,828   6,936 
 
      
Net cash flows provided by operating activities
  1,130,049   1,111,403 
 
      
Cash flows used in investing activities:
        
Proceeds from sales, excluding trading account:
        
Fixed maturity securities
  1,372,540   844,118 
Equity securities
  321,257   149,926 
Maturities and prepayments of fixed maturities securities
  984,504   651,489 
Distributions from partnerships and affiliates
  81,437   48,545 
Cost of purchases, excluding trading account:
        
Fixed maturity securities
  (3,299,106)  (2,202,753)
Equity securities
  (469,428)  (312,842)
Investments in partnerships and affiliates
  (92,649)  (102,013)
Change in balances due to/from security brokers
  24,979   (44,199)
Net additions to real estate, furniture and equipment
  (21,388)  (33,178)
Payment for business purchased, net of cash acquired
  (61,851)  (2,463)
Proceeds from sale of business, net of cash divested
  (2,061)  62 
Other
     618 
 
      
Net cash flows used in investing activities
  (1,161,766)  (1,002,690)
 
      
Cash flows used in financing activities:
        
Net proceeds from issuance of senior notes
  246,644    
Receipts credited to policyholders’ account balances
  3,489   13,106 
Return of policyholders’ account balances
  (58)  (287)
Bank deposits received
  10,215   10,462 
Repayments to federal home loan bank
  (2,075)  (7,875)
Net proceeds from stock options exercised
  23,702   11,239 
Repayment of senior notes
  (704)  (100,000)
Cash dividends
  (27,104)  (21,769)
Stock repurchases
  (395,977)  (45,059)
Proceeds from (purchase of) minority shares
  (33)  2,218 
 
      
Net cash used in financing activities
  (141,901)  (137,965)
 
      
Change in cash due to foreign exchange rates
  10,650   15,221 
 
      
Net decrease in cash and cash equivalents
  (162,968)  (14,031)
Cash and cash equivalents at beginning of year
  754,247   672,941 
 
      
Cash and cash equivalents at end of period
 $591,279  $658,910 
 
      
 
        
Supplemental disclosure of cash flow information:
        
Interest paid
 $62,530  $65,847 
 
      
Federal income taxes paid, net
 $202,933  $218,616 
 
      
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, 2006. Reclassifications have been made in the 2006 financial statements as originally reported to conform them to the presentation of the 2007 financial statements.
          The income tax provision has been computed based on the Company’s estimated annual effective tax rate, which differs from the federal income tax rate of 35% principally because of tax-exempt investment income.
          The Company presents both basic and diluted earnings per share (EPS) amounts. Basic EPS is calculated by dividing net income by weighted average number of common shares outstanding during the year. Diluted EPS is based upon the weighted average number of common and common equivalent shares outstanding during the year and is calculated using the treasury stock method for stock incentive plans. Common equivalent shares are excluded from the computation in periods in which they have an anti-dilutive effect. Stock options for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on EPS and, accordingly, are excluded from the calculation.
          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 Interpretation 48 (“FIN 48”), Accounting for Uncertainty in Income Taxes” effective January 1, 2007. The adoption of FIN 48 did not have an impact on the Company’s financial condition or results of operations. The Company believes there are no tax positions that would require disclosure under FIN 48. The federal tax returns for 2003 through 2006 are currently open and subject to examination. Statutes of limitations have not been extended in any significant tax jurisdiction. Tax years remain open in accordance with federal, foreign and local tax statutes.
2. COMPREHENSIVE INCOME
          The following is a reconciliation of comprehensive income (dollars in thousands):
                 
  For the Three Months  For the Nine Months 
  Ended September 30,  Ended September 30, 
  2007  2006    2007  2006   
Net income
 $180,463  $174,308  $559,522  $501,462 
Other comprehensive income (loss):
                
Change in unrealized foreign exchange gains
  5,244   5,150   17,787   11,862 
Unrealized holding gains (losses) on investment securities arising during the period, net of taxes
  53,501   118,400   (30,115)  54,977 
Reclassification adjustment for realized gains included in net income, net of taxes
  (517)  (1,505)  (8,730)  (2,724)
 
            
Other comprehensive income (loss)
  58,228   122,045   (21,058)  64,115 
 
            
Comprehensive income
 $238,691  $296,353  $538,464  $565,577 
 
            

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3. INVESTMENTS
          The cost, fair value and carrying value of fixed maturity securities and equity securities are as follows (dollars in thousands):
             
  Amortized  Fair  Carrying 
  Cost  Value  Value 
September 30, 2007
            
Fixed maturity securities:
            
Held to maturity
 $134,058  $145,249  $134,058 
Available for sale
  9,847,331   9,890,577   9,890,577 
 
         
Total
 $9,981,389  $10,035,826  $10,024,635 
 
         
 
            
Equity securities available for sale
 $891,000  $955,340  $955,340 
Arbitrage trading account
 $714,017  $714,017  $714,017 
             
  Amortized  Fair  Carrying 
  Cost  Value  Value 
December 31, 2006
            
Fixed maturity securities:
            
Held to maturity
 $147,028  $160,875  $147,028 
Available for sale
  8,967,036   9,011,579   9,011,579 
 
         
Total
 $9,114,064  $9,172,454  $9,158,607 
 
         
 
            
Equity securities available for sale
 $747,584  $866,422  $866,422 
Arbitrage trading account
 $639,481  $639,481  $639,481 
4. 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 recoverable from reinsurers are net of reserves for uncollectible reinsurance of $2.7 million and $2.5 million as of September 30, 2007 and December 31, 2006, respectively. The following amounts arising under reinsurance ceded contracts have been deducted in arriving at the amounts reflected in the statement of income (dollars in thousands):
                 
  For the Three Months For the Nine Months
  Ended September 30, Ended September 30,
  2007 2006 2007 2006
Ceded premiums earned
 $123,597  $117,224  $355,654  $353,891 
Ceded losses incurred
 $71,631  $71,558  $207,755  $216,645 
5. ACQUISITIONS AND DISPOSITIONS
          On January 31, 2007, the Company acquired Atlantic Aero Holdings, Inc., a fixed base operator located in Greensboro, North Carolina, and on July 17, 2007, the Company acquired Western Acquisition Corp., a fixed base operator located in Boise, Idaho. The aggregate purchase price for both of the companies was approximately $58 million. The companies each provide a full range of services to the general aviation market, including fuel and line service, aircraft sales and maintenance, avionics and engineering services and parts fabrication.
          In September 2007, the Company purchased all the shares of outstanding common stock of Investors Guaranty Life Insurance Company, an inactive, widely licensed life insurance company, for approximately $10 million.

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          In March 2007, the Company sold its interest in Berkley International Philippines, Inc. and its subsidiaries (BIPI) for $25 million. The Company reported a pre-tax realized gain of $2 million from the sale of BIPI. For the year ended December 31, 2006, the Company reported revenues of $21 million and pre-tax earnings of $4.5 million from the operations of BIPI.
6. 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, products liability, commercial automobile, professional 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 42 states and the District of Columbia. 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 quickly to local market conditions. The regional operations are conducted through four geographic regions based on markets served: Midwest, New England, Southern (excluding Florida) and Mid Atlantic.
          Our alternative markets operations specialize 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 operations specialize 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 professional indemnity and other lines in the U.K. and Spain and commercial and personal property casualty insurance in Argentina and Brazil.
          The accounting policies of the segments are the same as those described in the summary of significant accounting policies in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006. Income tax expense and benefits are calculated based upon the Company’s effective tax rate.

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6. INDUSTRY SEGMENTS (continued)
          Summary financial information about the Company’s operating segments is presented in the following table. Net income by segment consists of revenues less expenses related to the respective segment’s operations, including allocated investment income. Identifiable assets by segment are those assets used in or allocated to the operation of each segment.
                         
                  Income    
                  Before    
  Revenues  Taxes and    
  Earned  Investment          Minority  Net 
(dollars in thousands) Premiums  Income  Other  Total  Interest  Income 
For the three months ended September 30, 2007:
                        
Specialty
 $441,944  $56,392  $  $498,336  $124,391  $86,620 
Regional
  315,358   23,939      339,297   53,507   37,226 
Alternative Markets
  165,686   31,096   23,690   220,472   60,006   42,182 
Reinsurance
  190,559   36,067      226,626   44,894   32,876 
International
  62,017   9,445      71,462   11,306   7,868 
Corporate and eliminations
     8,851   42,176   51,027   (37,213)  (26,826)
Realized investment gains
        812   812   812   517 
 
                  
Consolidated
 $1,175,564  $165,790  $66,678  $1,408,032  $257,703  $180,463 
 
                  
 
                        
For the three months ended September 30, 2006:
                        
Specialty
 $446,453  $50,272  $  $496,725  $119,498  $82,758 
Regional
  308,263   21,117      329,380   51,061   35,326 
Alternative Markets
  166,879   28,244   26,622   221,745   76,693   52,705 
Reinsurance
  215,028   33,194      248,222   31,191   23,630 
International
  57,234   8,474      65,708   5,039   4,077 
Corporate and eliminations
     4,483   511   4,994   (40,253)  (25,693)
Realized investment gains
        1,734   1,734   1,734   1,505 
 
                  
Consolidated
 $1,193,857  $145,784  $28,867  $1,368,508  $244,963  $174,308 
 
                  

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6. INDUSTRY SEGMENTS (continued)
                         
                  Income    
                  Before    
  Revenues  Taxes and    
  Earned  Investment          Minority  Net 
(dollars in thousands) Premiums  Income  Other  Total  Interest  Income 
For the nine months ended September 30, 2007:
                        
Specialty
 $1,327,509  $170,868  $  $1,498,377  $388,946  $269,902 
Regional
  929,537   71,849      1,001,386   160,731   111,660 
Alternative Markets
  487,616   93,624   75,026   656,266   191,316   133,718 
Reinsurance
  572,823   116,625      689,448   137,193   100,838 
International
  184,652   26,045      210,697   26,577   18,170 
Corporate and eliminations
     21,143   62,837   83,980   (122,176)  (83,496)
Realized investment gains
        13,482   13,482   13,482   8,730 
 
                  
Consolidated
 $3,502,137  $500,154  $151,345  $4,153,636  $796,069  $559,522 
 
                  
 
                        
For the nine months ended September 30, 2006:
                        
Specialty
 $1,307,910  $144,260  $  $1,452,170  $338,716  $235,024 
Regional
  897,838   60,370      958,208   149,621   103,472 
Alternative Markets
  491,648   82,675   80,182   654,505   218,335   150,433 
Reinsurance
  666,577   96,625      763,202   95,287   71,889 
International
  162,941   23,562      186,503   21,771   15,221 
Corporate and eliminations
     14,856   1,208   16,064   (121,252)  (77,301)
Realized investment gains
        3,736   3,736   3,736   2,724 
 
                  
Consolidated
 $3,526,914  $422,348  $85,126  $4,034,388  $706,214  $501,462 
 
                  
Identifiable assets by segment are as follows (dollars in thousands):
         
  September 30,  December 31, 
  2007     2006   
Specialty
 $5,644,679  $5,387,934 
Regional
  2,777,454   2,796,225 
Alternative Markets
  3,230,060   2,700,782 
Reinsurance
  5,153,444   5,231,317 
International
  786,166   811,662 
Corporate, other and eliminations
  (895,964)  (1,271,431)
 
      
Consolidated
 $16,695,839  $15,656,489 
 
      

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5. INDUSTRY SEGMENTS (continued)
Net premiums earned by major line of business are as follows (dollars in thousands):
                 
  For the Three Months  For the Nine Months 
  Ended September 30,  Ended September 30, 
  2007  2006  2007  2006 
Premises operations
 $180,607  $192,563  $550,431  $560,502 
Automobile
  70,608   67,752   208,672   198,226 
Products liability
  55,471   63,787   173,603   194,550 
Property
  54,875   42,706   155,263   118,212 
Professional liability
  38,812   39,748   116,311   118,410 
Other
  41,571   39,897   123,229   118,010 
 
            
Specialty
  441,944   446,453   1,327,509   1,307,910 
 
            
 
                
Commercial multiple peril
  118,576   118,301   353,669   350,419 
Automobile
  93,323   88,769   271,132   259,350 
Workers’ compensation
  62,552   64,330   187,724   184,187 
Other
  40,907   36,863   117,012   103,882 
 
            
Regional
  315,358   308,263   929,537   897,838 
 
            
 
                
Excess workers’ compensation
  79,838   77,890   233,390   227,604 
Primary workers’ compensation
  62,647   67,891   188,311   204,540 
Other
  23,201   21,098   65,915   59,504 
 
            
Alternative Markets
  165,686   166,879   487,616   491,648 
 
            
 
                
Casualty
  155,599   185,874   479,946   592,066 
Property
  34,960   29,154   92,877   74,511 
 
            
Reinsurance
  190,559   215,028   572,823   666,577 
 
            
 
                
International
  62,017   57,234   184,652   162,941 
 
            
Total
 $1,175,564  $1,193,857  $3,502,137  $3,526,914 
 
            
7. 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. However, adverse outcomes are possible and could negatively impact the Company’s financial condition and results of operations.
8. SUBSEQUENT EVENT
          In October 2007, the Company acquired all the shares of outstanding stock of CGH Insurance Group, Inc., the owner of American Mining Insurance Company, for approximately $30 million.
          In November 2007, the Company announced that it has agreed to repurchase the 20% minority interest in W. R. Berkley Insurance (Europe), Limited held by Kiln Ltd for approximately $50 million.

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SAFE HARBOR STATEMENT
This is a “Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein, including statements related to our outlook for the industry and for our performance for the year 2007 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 increasing level of competition and pricing pressure that we are currently facing, 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 uncertain nature of damage theories and loss amounts, natural and man-made catastrophic losses, including as a result of terrorist activities, the impact of 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 Act of 2002, as amended (“TRIA”), and the potential expiration of TRIA, the ability of our reinsurers to pay reinsurance recoverables owed to us, investment risks, including those of our portfolio of fixed maturity securities and investments in equity securities, including merger arbitrage investments, exchange rate and political risks relating to our international operations, legislative and regulatory developments, including those related to alleged anti-competitive or other improper business practices in the insurance or reinsurance industry, changes in the ratings assigned to us by ratings 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. These risks could cause actual results of the industry or our actual results for the year 2007 and beyond to differ materially from those expressed in any forward-looking statement made by or on behalf of the Company. Any projections of growth in the Company’s net premiums written and service fees would not necessarily result in commensurate levels of underwriting and operating profits. 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. Recently, pricing and other terms have been affected by increasing competition.
          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 equity securities related to merger arbitrage and convertible arbitrage strategies, as well as private equity securities.
Critical Accounting Estimates
          The following presents a discussion of accounting policies and estimates relating to reserves for losses and loss expenses and assumed premiums. Management believes these policies and estimates are the most critical to its operations and require the most difficult, subjective and complex judgments.
          Reserves for Losses and Loss Expenses. To recognize liabilities for unpaid losses, either known or unknown, insurers establish reserves, which is a balance sheet account representing estimates of future amounts needed to pay claims and related expenses with respect to insured events which have occurred. Estimates and assumptions relating to reserves for losses and loss expenses are based on complex and subjective judgments, often including the interplay of specific uncertainties with related accounting and actuarial measurements. Such estimates are also susceptible to change as significant periods of time may elapse between the occurrence of an insured loss, the report of the loss to the insurer, the ultimate determination of the cost of the loss and the insurer’s payment of that loss.
          In general, when a claim is reported, claims personnel establish a “case reserve” for the estimated amount of the ultimate payment. 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.

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          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.
          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 internal and external events, such as inflation and economic volatility, judicial and litigation trends, reinsurance coverage and legislative changes, 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.
          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

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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 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, 2006, initial loss estimates for accident years 1997 through 2005 were increased by an average of 5% for lines with short reporting lags and by an average of 20% for lines with long reporting lags. For the latest accident year ended December 31, 2006, initial loss estimates were $1.6 billion for lines with short reporting lags and $1.3 billion for lines with long reporting lags.
          The key assumptions used in calculating the most recent estimate of the loss reserves are reviewed each quarter and adjusted, to the extent necessary, to reflect historical changes, current trends and other factors observed. For example, in 2006 loss reserves for our commercial automobile business were increased to reflect an observed trend of higher severity losses, and in 2006 loss reserves for our California workers’ compensation business were decreased to reflect an observed trend of lower severity losses following the enactment of legislative reforms.

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          If the actual level of loss frequency or severity is 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 2006 (dollars in thousands):
             
  Frequency (+/–)
Severity (+/–) 1% 5% 10%
 
1%
 $56,109  $168,886  $309,857 
5%
  168,886   286,129   432,683 
10%
  309,857   432,683   586,215 
 
          Our net reserves for losses and loss expenses of $7.6 billion as of September 30, 2007 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 $1.9 billion, or 25%, of the Company’s net loss reserves as of September 30, 2007 relate to assumed reinsurance business. There is a higher degree of uncertainty and greater variability regarding estimates of assumed reinsurance 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.
          The following is a summary of the Company’s reserves for losses and loss expenses by business segment as of September 30, 2007 and December 31, 2006 (dollars in thousands):
         
  September 30, December 31,
  2007 2006
 
Specialty
 $2,722,240  $2,498,030 
Regional
  1,178,236   1,071,607 
Alternative Markets
  1,517,155   1,372,517 
Reinsurance
  1,882,295   1,764,767 
International
  301,967   240,676 
 
Net reserves for losses and loss expenses
  7,601,893   6,947,597 
 
Ceded reserves for losses and loss expenses
  840,233   836,672 
 
Gross reserves for losses and loss expenses
 $8,442,126  $7,784,269 
 

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          The following is a summary of the Company’s net reserves for losses and loss expenses by major line of business as of September 30, 2007 and December 31, 2006 (dollars in thousands):
             
  Reported Case Incurred But  
  Reserves Not Reported Total
 
September 30, 2007
            
General liability
 $750,450  $2,002,459  $2,752,909 
Workers’ compensation
  794,357   943,207   1,737,564 
Automobile
  368,621   219,209   587,830 
International
  107,371   194,596   301,967 
Other
  119,318   220,010   339,328 
 
Total primary
  2,140,117   3,579,481   5,719,598 
Reinsurance
  715,376   1,166,919   1,882,295 
 
Total
 $2,855,493  $4,746,400  $7,601,893 
 
 
            
December 31, 2006
            
General liability
 $696,074  $1,824,395  $2,520,469 
Workers’ compensation
  687,127   909,076   1,596,203 
Automobile
  354,841   193,995   548,836 
International
  78,489   162,187   240,676 
Other
  98,368   178,278   276,646 
 
Total primary
  1,914,899   3,267,931   5,182,830 
Reinsurance
  680,272   1,084,495   1,764,767 
 
Total
 $2,595,171  $4,352,426  $6,947,597 
 
          For the nine months ended September 30, 2007, the Company reported losses and loss expenses of $2.1 billion, of which $71 million represented a decrease in estimates for claims occurring in prior years. The estimates for claims occurring in prior years were decreased by $106 million for primary business and increased by $35 million for assumed reinsurance business. On an accident year basis, the change in prior year reserves is comprised of an increase in estimates of $123 million for claims occurring in accident years 2003 and prior, and a decrease in estimates of $194 million for claims occurring in accident years 2004 through 2006.
          Case reserves for primary business increased 12% to $2.1 billion at September 30, 2007 from $1.9 billion at December 31, 2006 as a result of a 4% increase in the number of outstanding claims and a 10% increase in the average case reserve per claim. Reserves for incurred but not reported losses for primary business increased 10% to $3.6 billion at September 30, 2007 from $3.3 billion at December 31, 2006. Prior year reserves decreased by $58 million for the specialty segment, $24 million for the alternative market segment and $24 million for the regional segment. By line of business, prior year reserves decreased by $69 million, $22 million, $9 million and $6 million for general liability, workers’ compensation, property and commercial automobile, respectively.
          Case reserves for reinsurance business increased 5% to $715 million at September 30, 2007 from $680 million at December 31, 2006. Reserves for incurred but not reported losses for reinsurance business increased 8% to $1,167 million at September 30, 2007 from $1,084 million at December 31, 2006. Prior year reserves increased $35 million as losses reported by ceding companies for those years were higher than expected. The Company sets its initial loss estimates based principally upon information obtained during the underwriting process and adjusts these estimates as losses are reported by ceding companies and additional information becomes available.

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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 $97 million and $139 million at September 30, 2007 and December 31, 2006, respectively. The assumed premium estimates are based upon terms set forth in the reinsurance agreements, 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 premiums to be received under its assumed reinsurance agreements.

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Results of Operations for the Nine Months Ended September 30, 2007 and 2006
Business Segment Results
          The 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 nine months ended September 30, 2007 and 2006. 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 Nine Months
  Ended September 30,
(Dollars in thousands) 2007 2006
 
Specialty
        
Gross premiums written
 $1,366,404  $1,450,961 
Net premiums written
  1,288,917   1,376,340 
Premiums earned
  1,327,509   1,307,910 
Loss ratio
  57.2%  60.0%
Expense ratio
  26.4%  25.2%
Combined ratio
  83.6%  85.2%
 
Regional
        
Gross premiums written
 $1,104,431  $1,086,500 
Net premiums written
  968,146   943,705 
Premiums earned
  929,537   897,838 
Loss ratio
  59.1%  59.5%
Expense ratio
  31.3%  30.6%
Combined ratio
  90.4%  90.1%
 
Alternative Markets
        
Gross premiums written
 $618,654  $606,965 
Net premiums written
  541,578   531,686 
Premiums earned
  487,616   491,648 
Loss ratio
  57.9%  52.8%
Expense ratio
  23.3%  22.3%
Combined ratio
  81.2%  75.1%
 
Reinsurance
        
Gross premiums written
 $592,433  $739,080 
Net premiums written
  548,121   699,929 
Premiums earned
  572,823   666,577 
Loss ratio
  66.8%  73.5%
Expense ratio
  29.6%  26.7%
Combined ratio
  96.4%  100.2%
 
International
        
Gross premiums written
 $211,228  $174,866 
Net premiums written
  177,263   153,762 
Premiums earned
  184,652   162,941 
Loss ratio
  65.9%  66.5%
Expense ratio
  31.6%  31.9%
Combined ratio
  97.5%  98.4%
 
Consolidated
        
Gross premiums written
 $3,893,150  $4,058,372 
Net premiums written
  3,524,025   3,705,422 
Premiums earned
  3,502,137   3,526,914 
Loss ratio
  59.8%  61.7%
Expense ratio
  28.1%  26.9%
Combined ratio
  87.9%  88.6%
 

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          The following table presents the Company’s net income and net income per share for the nine months ended September 30, 2007 and 2006 (amounts in thousands, except per share data):
         
  2007 2006
 
Net income
 $559,522  $501,462 
Weighted average diluted shares
  199,247   201,276 
Net income per diluted share
 $2.81  $2.49 
 
          The increase in net income in 2007 compared with 2006 is primarily attributable to an 18% increase in investment income as a result of an increase in average invested assets. Underwriting results also improved due to a 1.9 percentage point decrease in the loss ratio (losses and loss expenses incurred expressed as percentage of premiums earned), which was partially offset by a 1.2 percentage point increase in the expense ratio (underwriting expenses experienced as a percentage of premiums earned).
          Gross Premiums Written. Gross premiums written were $3,893 million in 2007, down 4% from 2006. The Company has experienced an increased level of price competition that began in 2004. This trend continued in 2007 with price levels for renewal business declining approximately 5% from the prior year period. A summary of gross premiums written in 2007 compared with 2006 by business segment follows:
  Specialty gross premiums decreased 6% to $1.4 billion in 2007 from $1.5 billion in 2006. The number of specialty policies issued in 2007 decreased 1%, and the average premium per policy decreased 5%. Average prices for renewal policies, adjusted for changes in exposure, decreased 5%. Gross premiums written decreased 17% for premises operations lines and 11% for products liability. Gross premiums written increased 16% for property lines, 3% for commercial automobile and 1% for professional liability.
 
  Regional gross premiums increased 2% to $1,104 million in 2007 from $1,087 million in 2006. The number of policies issued in 2007 increased 1%, and the average premium per policy increased 2%. Average prices for renewal policies, adjusted for changes in exposure, decreased 3%. Gross premiums written increased by 4% for commercial automobile and 1% for workers’ compensation. Gross premiums written for commercial multi-peril were unchanged. Gross premiums included assigned risk plan premiums, which are fully reinsured, of $70 million in 2007 and $84 million in 2006.
 
  Alternative markets gross premiums increased 2% to $619 million in 2007 from $607 million in 2006. The number of policies issued in 2007 increased 12%, and the average premium per policy decreased 9%. The increase in the number of policies issued and decrease in average premium per policy is primarily due to the number of smaller premium policies issued by a web-based workers’ compensation company that was formed in January 2006. Average prices for renewal policies, adjusted for changes in exposure, decreased 5%. Gross premiums written increased by 3% for excess workers’ compensation and decreased by 3% for primary workers’ compensation. Gross premiums included assigned risk plan premiums, which are fully reinsured, of $46 million in 2007 and $49 million in 2006.
 
  Reinsurance gross premiums decreased 20% to $592 million in 2007 from $739 million in 2006. Reinsurance premiums have been impacted by increasing competition and by customers retaining a greater amount of their exposure. Average prices for renewal business, adjusted for changes in exposure decreased by 4%. Casualty gross premiums written decreased 25% to $456 million, and property gross premiums written increased 7% to $136 million. The 2006 premiums included $98 million related to a reinsurance agreement that was not renewed in 2007.
 
  International gross premiums increased 21% to $211 million in 2007 from $175 million in 2006. The increase is due to growth in both Europe and South America and the effects of changes in foreign exchange rates, which were partially offset by the sale of Berkley International Philippines, Inc. in March 2007.

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          Premiums Earned. Premiums earned decreased 1% to $3,502 million from $3,527 million in 2006. Insurance premiums are earned ratably over the policy term, and therefore premiums earned in 2007 are related to policies bound during both 2007 and 2006. The 1% decrease in 2007 earned premiums reflects the underlying change in net premiums written in those periods.
          Net Investment Income. Following is a summary of net investment income for the nine months ended September 30, 2007 and 2006 (dollars in thousands):
                 
          Average Annualized 
  Amount  Yield 
  2007  2006  2007  2006 
Fixed maturity securities, including cash
 $371,105  $321,339   4.8%  4.6%
Arbitrage trading account
  65,917   51,785   10.8   9.9 
Equity securities available for sale
  33,094   23,128   5.5   6.5 
Investments in partnerships and affiliates
  31,402   27,947   9.1   9.8 
Other
  8,510   2,962         
 
              
Gross investment income
  510,028   427,161   5.5   5.2 
Investment expenses and interest on funds held
  (9,874)  (4,813)        
 
              
Total
 $500,154  $422,348   5.4%  5.2%
 
              
          Net investment income increased 18% to $500 million in 2007 from $422 million in 2006. Average invested assets (including cash and cash equivalents) increased 15% to $12.4 billion in 2007 compared with $10.9 billion in 2006. The increase was primarily a result of cash flow from operations. The average annualized gross yield on investments increased to 5.4% in 2007 from 5.2% in 2006 due primarily to higher yields on fixed maturity securities, including cash.
          Insurance Service Fees. The alternative markets segment offers fee-based services to help clients develop and administer self-insurance programs, primarily for workers’ compensation coverage. Service fees were $75 million in 2007, down from $80 million in 2006, primarily as a result of a decline in fees for managing assigned risk plans.
          Realized Investment Gains. Realized investment gains result primarily from sales of securities, as well as from provisions for other than temporary impairment in securities. Realized investment gains were $13 million in 2007 compared with $4 million in 2006. Realized gains in 2007 include a gain of $2 million from the sale of the Company’s business in the Philippines.
          The Company buys and sells securities on a regular basis in order to maximize the 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.
          Revenues from Wholly-Owned Investees. Revenues from wholly-owned investees were $61 million in 2007. These revenues were derived from a fixed base operator located in Greensboro, North Carolina, that the Company acquired in January 2007 and a fixed base operator located in Boise, Idaho, that the Company acquired in July 2007. 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.
          Losses and Loss Expenses. Losses and loss expenses decreased 4% to $2,095 million in 2007 from $2,175 million in 2006. The consolidated loss ratio decreased to 59.8% in 2007 from 61.7% in 2006 primarily as a result of favorable loss reserve development of $71 million in 2007 compared with unfavorable loss reserve development of $20 million in 2006. On an accident year basis, the estimated loss ratio for the first nine months of 2007 was approximately four points higher than the developed loss ratio for all of 2006 due to the effects of lower premium rates and estimated loss cost inflation.

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          A summary of loss ratios in 2007 compared with 2006 by business segment follows:
  Specialty’s loss ratio was 57.2% in 2007 compared with 60.0% in 2006 principally due to the impact of prior year reserve changes (favorable development was $58 million in 2007 compared to unfavorable development of $1 million in 2006).
 
  The regional loss ratio was 59.1% in 2007 compared with 59.5% in 2006. The decrease reflects the impact of prior year reserve changes (favorable development was $24 million in 2007 compared to unfavorable development of $14 million in 2006). Weather-related losses were $30 million in 2007 compared with $32 million in 2006.
 
  Alternative markets’ loss ratio was 57.9% in 2007 compared with 52.8% in 2006. The increase reflects the impact of prior year reserve changes (favorable development was $24 million in 2007 compared to $41 million in 2006) and higher costs related to the amortization of the discount on excess workers’ compensation reserves.
 
  The reinsurance loss ratio decreased to 66.8% in 2007 from 73.5% in 2006 due to improved underwriting results from the Company’s participation in business underwritten at Lloyd’s. Prior year reserves increased $35 million in 2007 compared to $46 million in 2006).
 
  The international loss ratio was 65.9% in 2007 compared with 66.5% in 2006.
          Other Operating Expenses. Following is a summary of other operating costs and expenses for the nine months ended September 30, 2007 and 2006 (dollars in thousands):
         
  2007  2006 
Underwriting expenses
 $984,508  $948,099 
Service company
  68,656   66,818 
Other costs and expenses
  86,591   67,974 
 
      
Total
 $1,139,755  $1,082,891 
 
      
          Underwriting expenses are primarily 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 28.1% in 2007 from 26.9% in 2006 as a result of a 4% increase in both commissions and internal costs.
          Service company expenses, which represent the costs associated with the alternative markets’ fee-based business, increased 3% to $69 million primarily as a result of an increase in costs associated with the servicing of assigned risk plan business.
          Other costs and expenses, which represent primarily general and administrative expenses for the parent company, increased 27% to $87 million as a result of higher compensation costs, including costs for restricted stock units and other long-term incentive plans, and other general expenses.
          Expenses from Wholly-Owned Investees. Expenses from wholly-owned investees of $57 million in 2007 represent costs associated with revenues from wholly-owned investees described above.
          Interest Expense. Interest expense decreased 6% to $66 million as a result of the redemption of $210 million 8.197% junior subordinated debentures in December 2006, which was partially offset by the issuance of $250 million 6.25% senior notes in February 2007.
          Income Tax Expense. The effective income tax rate was 30% in 2007 and 29% in 2006. The effective tax rate differs from the federal income tax rate of 35% primarily because of tax-exempt investment income.

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Results of Operations for The Three Months Ended September 30, 2007 and 2006
Business Segment Results
          The 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 September 30, 2007 and 2006. 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 September 30,
(Dollars in thousands) 2007 2006
 
Specialty
        
Gross premiums written
 $427,878  $454,835 
Net premiums written
  402,332   432,760 
Premiums earned
  441,944   446,453 
Loss ratio
  57.8%  59.3%
Expense ratio
  26.8%  25.2%
Combined ratio
  84.6%  84.5%
 
Regional
        
Gross premiums written
 $355,134  $349,353 
Net premiums written
  312,716   309,414 
Premiums earned
  315,358   308,263 
Loss ratio
  58.7%  59.7%
Expense ratio
  31.9%  30.6%
Combined ratio
  90.6%  90.3%
 
Alternative Markets
        
Gross premiums written
 $214,320  $209,674 
Net premiums written
  190,247   190,555 
Premiums earned
  165,686   166,879 
Loss ratio
  60.3%  51.3%
Expense ratio
  23.2%  22.6%
Combined ratio
  83.5%  73.9%
 
Reinsurance
        
Gross premiums written
 $177,198  $233,419 
Net premiums written
  166,555   221,163 
Premiums earned
  190,559   215,028 
Loss ratio
  65.5%  73.3%
Expense ratio
  29.9%  27.7%
Combined ratio
  95.4%  101.0%
 
International
        
Gross premiums written
 $69,579  $58,909 
Net premiums written
  60,639   55,014 
Premiums earned
  62,017   57,234 
Loss ratio
  66.5%  71.0%
Expense ratio
  30.0%  32.1%
Combined ratio
  96.5%  103.1%
 
Consolidated
        
Gross premiums written
 $1,244,109  $1,306,190 
Net premiums written
  1,132,489   1,208,906 
Premiums earned
  1,175,564   1,193,857 
Loss ratio
  60.1%  61.3%
Expense ratio
  28.4%  27.2%
Combined ratio
  88.5%  88.5%
 

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          The following table presents the Company’s net income and net income per share for the three months ended September 30, 2007 and 2006 (amounts in thousands, except per share data):
         
  2007 2006
 
Net income
 $180,463  $174,308 
Weighted average diluted shares
  193,719   201,295 
Net income per diluted share
 $.93  $.87 
 
          The increase in net income in 2007 compared with 2006 is primarily attributable to higher investment income as a result of an increase in average invested assets.
          Gross Premiums Written. Gross premiums written were $1,244 million in 2007, down 5% from 2006. The Company has experienced an increased level of price competition that began in 2004. This trend continued in 2007 with price levels for renewal business declining approximately 5% from the prior year period. A summary of gross premiums written in 2007 compared with 2006 by business segment follows:
  Specialty gross premiums decreased 6% to $428 million in 2007 from $455 million in 2006. The number of specialty policies issued in 2007 increased 2%, and the average premium per policy decreased 7%. Average prices for renewal policies, adjusted for changes in exposure, decreased 6%. Gross premiums written decreased 14% for premises operations, 10% for commercial automobile and 9% for products liability. Gross premiums written increased 11% for property and 6% for professional liability.
 
  Regional gross premiums increased 2% to $355 million in 2007 from $349 million in 2006. The number of policies issued in 2007 increased 1%, and the average premium per policy was unchanged. Average prices for renewal policies, adjusted for changes in exposure, decreased 4%. Gross premiums written increased by 6% for commercial automobile. Gross premiums written decreased 3% for commercial multiple peril and 2% for workers’ compensation. Gross premiums also included assigned risk plan premiums, which are fully reinsured, of $21 million in 2007 and $20 million in 2006.
 
  Alternative markets gross premiums increased to 2% to $214 million in 2007 from $210 million in 2006. The number of policies issued in 2007 increased 22%, and the average premium per policy decreased 16%. The increase in the number of policies issued and decrease in average premium per policy is primarily due to the number of smaller premium policies issued by a web-based workers’ compensation company that was formed in January 2006. Average prices for renewal policies, adjusted for changes in exposure, decreased 5%. Gross premiums written increased 4% for excess workers’ compensation and decreased 3% for primary workers’ compensation. Gross premiums also included assigned risk plan premiums, which are fully reinsured, of $11 million in 2007 and $10 million in 2006.
 
  Reinsurance gross premiums decreased 24% to $177 million in 2007 from $233 million in 2006. Average prices for renewal business, adjusted for changes in exposure decreased by 6%. Casualty gross premiums written decreased 26% to $143 million, and property gross premiums written decreased 15% to $34 million. The 2006 premiums included $25 million related to a reinsurance agreement that was not renewed in 2007.
 
  International gross premiums increased 18% to $70 million in 2007 from $59 million in 2006. The increase is due to growth in both Europe and South America and the effects of changes in foreign exchange rates, which were partially offset by the sale of Berkley International Philippines, Inc. in March 2007.

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          Premiums Earned. Premiums earned decreased 2% to $1,176 million from $1,194 million in 2006. Insurance premiums are earned ratably over the policy term, and therefore premiums earned in 2007 are related to policies bound during both 2007 and 2006. The 2% decrease in 2007 earned premiums reflects the underlying change in net premiums written in those periods.
          Net Investment Income. The following is a summary of net investment income for the three months ended September 30, 2007 and 2006 (dollars in thousands):
                 
          Average Annualized 
  Amount  Yield 
  2007  2006  2007  2006 
Fixed maturity securities, including cash
 $128,197  $112,700   4.9%  4.7%
Arbitrage trading account
  21,121   14,510   10.2   7.7 
Equity securities available for sale
  12,334   10,982   5.9   11.3 
Investments in partnerships and affiliates
  6,752   8,682   5.7   6.5 
Other
  2,839   662         
 
              
Gross investment income
  171,243   147,536   5.4   5.2 
Investment expenses and interest on funds held
  (5,453)  (1,752)        
 
              
Total
 $165,790  $145,784   5.2%  5.2%
 
              
          Net investment income increased 14% to $166 million in 2007 from $146 million in 2006. Average invested assets (including cash and cash equivalents) increased 13% to $12.7 billion in 2007 compared with $11.3 billion in 2006. The increase was primarily a result of cash flow from operations. The average annualized gross yield on investments was 5.2% in 2007 and 2006 as higher yields on fixed maturity securities, including cash, was offset by an increase in interest expense on funds held under reinsurance agreements.
          Insurance Service Fees. The alternative markets segment offers fee-based services to help clients develop and administer self-insurance programs, primarily for workers’ compensation coverage. Service fees were $24 million in 2007, down from $27 million in 2006, primarily as a result of a decline in fees for managing assigned risk plans.
          Realized Investment Gains. Realized investment gains result primarily from sales of securities, as well as from provisions for other than temporary impairment in securities. Realized investment gains were $1 million in 2007 compared with $2 million in 2006.
          The Company buys and sells securities on a regular basis in order to maximize the 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.
          Revenues from Wholly-Owned Investees. Revenues from wholly-owned investees were $42 million in 2007. The revenues from wholly-owned investees were derived from aviation businesses that the Company acquired in January and July 2007 as further described above.
          Losses and Loss Expenses. Losses and loss expenses decreased 3% to $706 million in 2007 from $732 million in 2006. The consolidated loss ratio decreased to 60.1% in 2007 from 61.3% in 2006 primarily as a result of favorable loss reserve development of $18 million in 2007 compared with unfavorable loss reserve development of $6 million in 2006.

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  A summary of loss ratios in 2007 compared with 2006 by business segment follows:
  Specialty’s loss ratio was 57.8% in 2007 compared with 59.3% in 2006 principally due to favorable prior year loss reserve development.
 
  The regional loss ratio was 58.7% in 2007 compared with 59.7% in 2006. Weather-related losses were $8 million in 2007 compared with $7 million in 2006.
 
  Alternative markets’ loss ratio was 60.3% in 2007 compared with 51.3% in 2006. The increase reflects the impact of prior year reserve changes (favorable development was $6 million in 2007 compared to $16 million in 2006) and higher costs related to the amortization of the discount on excess workers’ compensation reserves.
 
  The reinsurance loss ratio was 65.5% in 2007 compared with 73.3% in 2006. The decrease was primarily due to improved underwriting results from the Company’s participation in business underwritten at Lloyd’s.
 
  The international loss ratio was 66.5% in 2007 compared with 71.0% in 2006 primarily due to lower estimated loss costs for accident year 2007 in Argentina.
          Other Operating Expenses. Following is a summary of other operating costs and expenses for the three months ended September 30, 2007 and 2006 (dollars in thousands):
         
  2007 2006
 
Underwriting expenses
 $333,414  $324,166 
Service company
  22,014   21,816 
Other costs and expenses
  27,102   22,329 
 
        
Total
 $382,530  $368,311 
 
        
          Underwriting expenses are primarily 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 28.4% in 2007 from 27.2% in 2006 primarily a result of a 3% increase in commissions and internal costs.
          Service company expenses, which represent the costs associated with the alternative markets’ fee-based business, increased 1% to $22 million primarily as a result of an increase in costs associated with the servicing of assigned risk plan business.
          Other costs and expenses, which represent primarily general and administrative expenses for the parent company, increased 21% to $27 million primarily as a result of higher compensation costs, including costs for restricted stock units and other long-term incentive plans, and other general expenses.
          Expenses from Wholly-Owned Investees. Expenses from wholly-owned investees of $39 million in 2007 represent costs associated with revenues from wholly-owned investees described above.
          Interest Expense. Interest expense decreased 3% to $23 million as a result of the redemption of $210 million 8.197% junior subordinated debentures in December 2006, which was partially offset by the issuance of $250 million 6.25% senior notes in February 2007.
          Income Tax Expense. The effective income tax rate was 30% in 2007 and 29% in 2006. The effective tax rate differs from the federal income tax rate of 35% primarily because of tax-exempt investment income.

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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.
          The carrying value of the Company’s investment portfolio and investment-related assets were as follows (dollars in thousands):
         
  September 30,  December 31, 
  2007  2006 
Fixed maturity securities
 $10,024,635  $9,158,607 
Equity securities available for sale
  955,340   866,422 
Arbitrage securities trading account
  714,017   639,481 
Partnerships and affiliates
  525,549   449,854 
 
      
Total investments
  12,219,541   11,114,364 
 
      
 
        
Cash and cash equivalents
  591,279   754,247 
 
        
Trading account receivable from brokers and clearing organization
  275,914   312,220 
 
        
Trading account securities sold but not yet purchased
  (146,151)  (170,075)
 
        
Unsettled purchases and sales
  (23,437)  1,542 
 
      
Total
 $12,917,146  $12,012,298 
 
      
          Fixed Maturities. 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 September 30, 2007 (as compared to December 31, 2006), the fixed maturities portfolio mix was as follows: U.S. Government securities were 11% (15% in 2006); state and municipal securities were 51% (50% in 2006); corporate securities were 10% (9% in 2006); mortgage-backed securities were 26% (22% in 2006); and foreign bonds were 2% (4% in 2006).
          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.
          At September 30, 2007, the carrying value of residential mortgage securities was $1,587 million, of which $1,214 million was issued by or guaranteed by the U.S. government or a government sponsored entity. The remainder of the residential mortgage securities consists of prime ($254 million) and Alt A ($119 million) securities. The Company defines Alt A securities as securities issued by dedicated Alt A shelves and backed by loans made to borrowers with credit ratings that fall below prime (the highest rated borrowers) but above sub-prime. The Company’s Alt A securities are backed by fixed rate loans that were issued in 2003 and 2004 and have demonstrated good payment history and solid credit support characteristics to date. In addition, external funds that the Company invests in contain residential mortgage-backed securities, including securities with sub-prime loans. The Company’s proportionate share of those fund’s sub-prime securities is not significant.

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          Equity Securities Available for Sale. Equity securities available for sale primarily represent investments in common and preferred stocks of publicly traded real estate investment trusts, banks and utilities.
          Arbitrage Trading Account. The trading account is comprised of direct investments in arbitrage securities and investments in arbitrage-related limited partnerships that specialize in merger arbitrage and convertible arbitrage strategies. Merger arbitrage is the business of investing in the securities of publicly held companies that are the targets in announced tender offers and mergers. 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.
          Partnerships and Affiliates. At September 30, 2007 (as compared to December 31, 2006), investments in partnerships and affiliates were as follows: equity in Kiln Ltd was $109 million ($96 million in 2006); real estate funds were $287 million ($275 million in 2006); and other investments were $130 million ($79 million in 2006).
          Securities in an Unrealized Loss Position. The following table summarizes all securities in an unrealized loss position at September 30, 2007 and December 31, 2006 by the length of time those securities have been continuously in an unrealized loss position:
             
          Gross 
  Number of  Aggregate  Unrealized 
(Dollars in thousands) Securities  Fair Value  Loss 
 
September 30, 2007
            
Fixed maturities:
            
0– 6 months
  85  $1,205,794  $11,082 
7– 12 months
  53   555,982   6,713 
Over 12 months
  241   2,098,580   30,294 
 
         
Total
  379  $3,860,356  $48,089 
 
         
Equity securities available for sale:
            
0– 6 months
  100  $398,693  $17,431 
7– 12 months
  15   45,748   1,384 
Over 12 months
  9   22,174   2,289 
 
         
Total
  124  $466,615  $21,104 
 
         
 
            
December 31, 2006
            
Fixed maturities:
            
0– 6 months
  100  $802,595  $2,309 
7– 12 months
  62   645,331   4,445 
Over 12 months
  269   2,843,721   44,389 
 
         
Total
  431  $4,291,647  $51,143 
 
         
Equity securities available for sale:
            
0– 6 months
  8  $75,568  $320 
7– 12 months
  9   60,853   250 
Over 12 months
  16   105,085   1,583 
 
         
Total
  33  $241,506  $2,153 
 
         

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          At September 30, 2007, gross unrealized gains were $209 million, or 2% of total investments, and gross unrealized losses were $69 million, or 0.5% of total investments. There were 318 securities that have been continuously in an unrealized loss position for more than six months. Those securities had an aggregate fair value of $2.7 billion and an aggregate unrealized loss of $41 million. The decline in market value for these securities is primarily due to an increase in market interest rates.
          Management regularly reviews all securities that have a fair value less than cost to determine whether an other than temporary impairment has occurred. In determining whether a decline in fair value is other than temporary, management assesses whether the fair value is expected to recover and whether the Company has the intent to hold the investment until it recovers. The Company’s assessment of its intent to hold an investment until it recovers 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. If a decline in value is considered other than temporary, the Company reduces the carrying value of the security and reports a realized loss on its statement of income.
          The following table shows the composition by Standard & Poor’s (“S&P”) and Moody’s ratings of the fixed maturity securities in our portfolio with gross unrealized losses at September 30, 2007. Not all of the securities are rated by S&P and/or Moody’s (dollars in thousands).
                     
      Unrealized Loss Fair Value
                  Percent to
S&P Rating Moody’s Rating Amount Percent to Total Amount Total
 
AAA/AA/A
 Aaa/Aa/A $44,155   91.9% $3,589,314   93.0%
BBB
 Baa  3,528   7.3   230,406   6.0 
BB
 Bb  406   0.8   40,636   1.0 
 
 
 Total $48,089   100.0% $3,860,356   100.0%
 
          The scheduled maturity dates for fixed maturity securities in an unrealized loss position at September 30, 2007 are shown in the following table (dollars in thousands):
                 
  Unrealized Loss Fair Value
      Percent to     Percent to
Maturity Amount Total Amount Total
 
Less than one year
 $1,459   3.0% $137,711   3.6%
One year through five years
  10,438   21.7   799,528   20.7 
Five years through ten years
  8,480   17.6   982,883   25.5 
After ten years
  12,312   25.6   780,649   20.2 
Mortgage and asset-backed securities
  15,400   32.1   1,159,585   30.0 
 
Total fixed income securities
 $48,089   100.0% $3,860,356   100.0%
 
          Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Due to the periodic repayment of principal, the mortgage and asset-backed securities are estimated to have an effective maturity of approximately two years.

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Liquidity and Capital Resources
          Cash Flow. Cash flow provided from operating activities was $1,130 million during the nine months ended September 30, 2007 and $1,111 million in the comparable period of 2006. The levels of cash flow provided by operating activities in these periods, which are high by historical measures in relation to both earned premiums and net income, are a result of an increase in investment income and relatively low paid losses. Cash flow provided by operating activities in 2006 is net of cash transfers to the arbitrage trading account of $225 million.
          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 82% invested in cash, cash equivalents and marketable fixed income securities as of September 30, 2007. If the sale of fixed income 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.
          In February 2007, the Company issued $250 million of 6.25% senior notes due on February 15, 2037. During the first nine months of 2007, the Company repurchased 12,922,387 shares of its common stock for $396 million.
          At September 30, 2007, the Company had senior notes, junior subordinated debentures and other debt outstanding with a carrying value of $1,364 million and a face amount of $1,382 million. The maturities of the outstanding debt are $90 million in 2008, $2 million in 2009, $150 million in 2010, $2 million in 2012, $200 million in 2013, $200 million in 2015, $150 million in 2019, $76 million in 2022, $12 million in 2023, $250 million in 2037 and $250 million in 2045 (prepayable in 2010).

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          At September 30, 2007, stockholders’ equity was $3.5 billion and total capitalization (stockholders’ equity, senior notes, junior subordinated debentures and other debt) was $4.9 billion. The percentage of the Company’s capital attributable to senior notes and other debt and junior subordinated debentures was 28% at September 30, 2007, compared with 25% at December 31, 2006.
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 3.6 years at September 30, 2007 and 3.3 years at December 31, 2006. The overall market risk relating to the Company’s portfolio has remained similar to the risk at December 31, 2006.
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 there under, 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 September 30, 2007, 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. However, adverse outcomes are possible and could negatively impact the Company’s financial condition and 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, 2006.

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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
  purchased share or programs or programs (1)
 
July 2007
  5,620,000  $31.05   5,620,000   14,740,488 
August 2007
  3,740,100  $28.47   3,740,100   11,000,388 
September 2007
  341,000  $28.92   341,000   10,659,388 
 
Total
  9,701,100  $29.98   9,701,100     
 
 
(1) Remaining shares available for repurchase under the Company’s repurchase authorization of 20,000,000 shares approved by the Board of Directors on November 1, 2006.
          On November 6, 2007, the Board of Directors increased the Company’s repurchase authorization to 20,000,000 shares.
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.

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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: November 9, 2007
 /s/ William R. Berkley
 
  
 
 William R. Berkley  
 
 Chairman of the Board and
Chief Executive Officer
  
 
    
Date: November 9, 2007
 /s/ Eugene G. Ballard  
 
    
 
 Eugene G. Ballard  
 
 Senior Vice President,
Chief Financial Officer and Treasurer