WRB 10-K Annual Report Dec. 31, 2022 | Alphaminr
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WRB 10-K Fiscal year ended Dec. 31, 2022

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BERKLEY W R CORP
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

(3.2) Amendment, dated May 11, 2004, to the Companys Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.2 of the Companys Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on August 5, 2004). (3.4) Amendment, dated June 12, 2020, to the Companys Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on June 16, 2020). (3.5) Amendment, dated June 15, 2022, to the Companys Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on June 16, 2022). (3.6) Amended and Restated By-Laws (incorporated by reference to Exhibit 3 (ii) of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on August 5, 2015). (4.1) Description of Registrants Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. (4.2) Indenture, dated as of February 14, 2003, between the Company and The Bank of New York, as Trustee (incorporated by reference to Exhibit 4.1 of the Companys Annual Report on Form 10-K (File No. 1-15202) filed with the Commission on March 31, 2003). (4.4) Ninth Supplemental Indenture, dated as of August 6, 2014, between the Company and The Bank of New York Mellon, as Trustee, relating to $350,000,000 principal amount of the Companys 4.750%Senior Notes due 2044, including the form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File No. 1-15202) filed with the Commission on August 6, 2014). (4.5) Indenture, dated as of May 12, 2020, between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on May 12, 2020). (4.6) First Supplemental Indenture, dated as of May 12, 2020, between the Company and The Bank of New York Mellon, as Trustee, relating to $470,000,000 principal amount of the Companys 4.000% Senior Notes due 2050, including the form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on May 12, 2020). (4.7) Second Supplemental Indenture, dated as of March 16, 2021, between the Company and The Bank of New York Mellon, as Trustee, relating to $400,000,000 principal amount of the Companys 3.550% Senior Notes due 2052, including the form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on March 16, 2021). (4.8) Third Supplemental Indenture, dated as of September 15, 2021, between the Company and The Bank of New York Mellon, as Trustee, relating to $350,000,000 principal amount of the Companys 3.150% Senior Notes due 2061, including the form of the Notes as Exhibit A (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on September 15, 2021). (4.9) Subordinated Indenture, dated as of March 26, 2018, between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on March 26, 2018). (4.10) First Supplemental Indenture, dated as of March 26, 2018, between the Company and The Bank of New York Mellon, as Trustee, relating to $185,000,000 principal amount of the Companys 5.700% Subordinated Debentures due 2058, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on March 26, 2018). (4.11) Second Supplemental Indenture, dated as of December 16, 2019, between the Company and the Bank of New York Mellon, as Trustee, relating to $300,000,000 principal amount of the Company's 5.100% Subordinated Debentures due 2059, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Company's Current Report on Form 8-K (File No. 1-15202) filed with the Commission on December 16, 2019). (4.12) Third Supplemental Indenture, dated as of September 21, 2020, between the Company and The Bank of New York Mellon, as Trustee, relating to $250,000,000 principal amount of the Companys 4.250% Subordinated Debentures due 2060, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on September 21, 2020). (4.13) Fourth Supplemental Indenture, dated as of February 10, 2021, between the Company and The Bank of New York Mellon, as Trustee, relating to $300,000,000 principal amount of the Companys 4.125% Subordinated Debentures due 2061, including the form of the Securities as Exhibit A (incorporated by reference to Exhibit 4.2 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on February 10, 2021). (10.1) Credit Agreement, dated as of April 1, 2022, by and among W. R. Berkley Corporation, as borrower, each lender from time to time party thereto, Credit Suisse AG, New York Branch, JPMorgan Chase Bank, N.A. and Morgan Stanley Senior Funding, Inc. as Syndication Agents, and Bank of America, N.A., as Administrative Agent, Several L/C Agent and Fronting L/C Issuer (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K (File No. 1-15202) filed with the Commission on April 4, 2022). (10.2) W. R. Berkley Corporation 2018 Stock Incentive Plan (incorporated by reference to Annex B of the Companys 2018 Proxy Statement (File No. 1-15202) filed with the Commission on April 19, 2018). (10.4) Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q (FileNo. 1-15202) filed with the Commission on May 3, 2005). (10.5) Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q (FileNo. 1-15202) filed with the Commission on August 6, 2010). (10.6) Form of Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on November 8, 2012). (10.7) Form of 2014 Performance-Based Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on November 7, 2014). (10.8) Form of 2015 Performance-Based Restricted Stock Unit Agreement under the W. R. Berkley Corporation 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on November 9, 2015). (10.9) Form of 2017 Performance-Based Restricted Stock Unit Agreement Under the W. R. Berkley Corporation 2012 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form10-Q (File No. 1-15202) filed with the Commission on November 8, 2017). (10.10) Form of 2018 Performance-Based Restricted Stock Unit Agreement Under the W. R. Berkley Corporation 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form10-Q (File No. 1-15202) filed with the Commission on November 7, 2018). (10.11) Form of 2020 Performance-Based Restricted Stock Unit Agreement Under the W. R. Berkley Corporation 2018 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on November 5, 2020). (10.12) W. R. Berkley Corporation Deferred Compensation Plan for Officers as amended and restated effective December 1, 2021 (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form8-K (File No. 1-15202) filed with the Commission on November 12, 2021). (10.13) W. R. Berkley Corporation Deferred Compensation Plan for Directors as amended and restated effective December 1, 2021 (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form8-K (File No. 1-15202) filed with the Commission on November 12, 2021). (10.14) W. R. Berkley Corporation Amended and Restated Annual Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K (File No. 1-15202) filed with the Commission on February 25, 2019). (10.15) W. R. Berkley Corporation 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company's current Report on Form 8-K (File No. 1-15202) filed with the Commission on February 25, 2019). (10.16) Form of 2019 Performance Unit Award Agreement under the W. R. Berkley Corporation 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form8-K (File No. 1-15202) filed with the Commission on February 25, 2019). (10.17) Form of 2020 Performance Unit Award Agreement under the W. R. Berkley Corporation 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on August 3, 2020). (10.18) Form of 2021 Performance Unit Award Agreement under the W. R. Berkley Corporation 2019 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q (File No. 1-15202) filed with the Commission on November 4, 2021). (10.20) W. R. Berkley Corporation 2009Directors Stock Plan (incorporated by reference to Annex B of the Companys 2021 Proxy Statement (File No. 1-15202) filed with the Commission on April 27, 2021). (10.21) Supplemental Benefits Agreement between William R. Berkley and the Company as amended and restated as of December 21, 2011 (incorporated by reference to Exhibit 10.14 of the Company's Annual Report on Form 10-K (File No. 1-15202) filed with the Commission on February 28, 2012). (14) Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14 of the Companys Annual Report on Form 10-K (File No. 1-15202) filed with the Commission on March 14, 2005). (21) List of the Companys subsidiaries. (23) Consent of Independent Registered Public Accounting Firm. (31.1) Certification of the Chief Executive Officer pursuant to Rule13a-14(a)/ 15d-14(a). (31.2) Certification of the Chief Financial Officer pursuant to Rule13a-14(a)/ 15d-14(a). (32.1) Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18U.S.C. Section1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002.