United States Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
Annual Report
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
(Mark One)
þ | Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2015
o | Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number 001-15202
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
W. R. Berkley Corporation Profit Sharing Plan
B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
W. R. Berkley Corporation
475 Steamboat Road
Greenwich, CT 06830
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
December 31, 2015 and 2014
Index to Financial Statements and Supplemental Schedules
Page(s) | ||
Report of Independent Registered Public Accounting Firm | 1 | |
Financial Statements: | ||
Statements of Net Assets Available for Plan Benefits as of December 31, 2015 and 2014 | 2 | |
Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 2015 | 3 | |
Notes to Financial Statements | 4-11 | |
Supplemental Schedules*: | ||
Supplemental Schedule H, Line 4i — Schedule of Assets (Held at End of Year) — December 31, 2015 | 12-13 | |
Supplemental Schedule H, Line 4a — Schedule of Nonexempt Transactions for Delinquent Participant Contributions — Year ended December 31, 2015 | 14 | |
Exhibit 23 - Consent of Independent Registered Public Accounting Firm | EX-23 | |
* | Schedules required by Form 5500 which are not applicable have not been included herein. |
Report of Independent Registered Public Accounting Firm
The Plan Administrator
W. R. Berkley Corporation Profit Sharing Plan:
W. R. Berkley Corporation Profit Sharing Plan:
We have audited the accompanying statements of net assets available for plan benefits of the W. R. Berkley Corporation Profit Sharing Plan (the “Plan”) as of December 31, 2015 and 2014, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 2015. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the W. R. Berkley Corporation Profit Sharing Plan as of December 31, 2015 and 2014, and the changes in net assets available for plan benefits for the year ended December 31, 2015 in conformity with U.S. generally accepted accounting principles.
The supplemental information in the accompanying schedules of Schedule H, line 4i - Schedule of Assets (Held at End of Year) - December 31, 2015 and Schedule H, line 4a - Schedule of Nonexempt Transactions for Delinquent Participant Contributions - year ended December 31, 2015, have been subjected to audit procedures performed in conjunction with the audit of the Plan’s 2015 financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information in the accompanying schedules of Schedule H, line 4i - Schedule of Assets (Held at End of Year) - December 31, 2015 and Schedule H, line 4a - Schedule of Nonexempt Transactions for Delinquent Participant Contributions - year ended December 31, 2015 are fairly stated in all material respects in relation to the 2015 financial statements as a whole.
/s/ KPMG LLP
New York, New York
June 27, 2016
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W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 2015 and 2014
2015 | 2014 | ||||||
Assets: | |||||||
Investments, at fair value (note 7): | |||||||
W. R. Berkley Corporation Common Stock Fund | $ | 103,393,425 | $ | 103,465,616 | |||
Mutual Funds | 737,489,131 | 708,345,751 | |||||
Total investments | 840,882,556 | 811,811,367 | |||||
Participant loans receivable | 18,328,082 | 18,011,306 | |||||
Contributions receivable: | |||||||
Employer | 37,514,279 | 36,886,616 | |||||
Participants | 11,618 | 810,843 | |||||
Total contributions receivable | 37,525,897 | 37,697,459 | |||||
Net assets available for plan benefits | $ | 896,736,535 | $ | 867,520,132 |
See accompanying notes to financial statements.
2
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Plan Benefits
Year ended December 31, 2015
Additions to net assets attributed to: | |||
Investment income: | |||
Net depreciation in fair value of investments (note 6) | $ | (18,220,513 | ) |
Interest and dividends | 34,939,239 | ||
Net investment income | 16,718,726 | ||
Other income / expense, net | 236,334 | ||
Interest on participant loans | 607,744 | ||
Contributions: | |||
Employer | 37,514,279 | ||
Participants | 33,800,816 | ||
Rollovers | 10,123,403 | ||
Total contributions | 81,438,498 | ||
Total additions | 99,001,302 | ||
Deductions from net assets attributed to: | |||
Benefits paid to participants | 69,784,899 | ||
Total deductions | 69,784,899 | ||
Net increase in net assets available for plan benefits | 29,216,403 | ||
Net assets available for plan benefits at: | |||
Beginning of year | 867,520,132 | ||
End of year | $ | 896,736,535 |
See accompanying notes to financial statements.
3
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2015 and 2014
(1) Plan Description
The following brief description of the W. R. Berkley Corporation (the “Company”) Profit Sharing Plan (the “Plan”) is provided for
general information purposes only. This brief description is qualified in its entirety by the text of the Plan, and Participants should
refer to the Plan document for a more complete description of the Plan. Capitalized terms used herein shall have the respective
meanings as set forth in the Plan.
(a) General
The Plan is a defined contribution plan and was established for the benefit of eligible Employees of the Company and its
participating subsidiaries. Employees of the Company and its participating subsidiaries become eligible to participate in the Plan for purposes of making Tax-Deferred Contributions, Catch-Up Contributions and Rollover Contribution/Transfer Amounts on the date they were first credited with an Hour-of-Service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Plan allows for mandatory distributions to terminated Participants whose vested Account balance is less than $1,000.
Fidelity Management Trust Company (“Fidelity”) is the Trustee, custodian and record keeper for the Plan. The Company has a
Profit Sharing Plan Finance Committee ("Finance Committee") to select the investment alternatives provided by the Plan. The
Company has a Profit Sharing Plan Administrative Committee ("Administrative Committee") to assist in the administration of
the Plan.
(b) Contributions
Employer Contributions
Each Plan Year, the Company makes an Employer Profit Sharing Contribution to the Plan. The Company’s current minimum
Employer Profit Sharing Contribution for each Plan Year is 5% of a Participant’s Eligible Earnings, as defined in the Plan for the
period of the calendar year that the Employee was a Participant, up to the maximum amount permitted for one year by the Internal Revenue Code of 1986, as amended ("IRC"). The Company’s contribution is allocated as follows: 60% to the Participant’s Company Profit Sharing Account, subject to the Plan’s Vesting Schedule; and 40% to the Participant’s Company 401(k) Account, which is 100% vested.
Employer Profit Sharing Contributions are determined separately for each Participating Employer prior to the end of each
calendar year and are allocated as of the last day of the calendar year based on the Participant’s Earnings. Eligible Earnings
accrue on the first day of the Calendar Quarter following the first full Calendar Quarter in which the Participant completes 250
Hours-of-Service, or on the first day of the Calendar Quarter following the first employment year (the 12 consecutive month
period measured from the date of the first Hour-of-Service) in which the Participant completes at least 1,000 Hours-of-Service
provided they are an employee on the first day of such Calendar Quarter. If the Participant’s employment during a single Plan
Year was divided between two or more Participating Employers, and the Participant is eligible for an Employer Profit Sharing
Contribution for the Plan Year, each Participating Employer for which the Participant worked will make the appropriate
contribution to the Participant’s Account based on their period of service with, and Earnings from, the Participating Employer.
Nonexempt Transaction
There were unintentional delays in the submission of employee contributions of $45,849 during 2015. The Company reimbursed
delayed contributions of $45,112 in 2015 and $762, including lost interest of $25, in June 2016.
4
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2015 and 2014
Participant Contributions
Tax-Deferred Contributions
A Participant in the Plan may elect to have voluntary Tax-Deferred Contributions deducted from their pay, for each pay period, in
any amount from 1% to 50% of their Eligible Earnings. A Participant may also elect to have an amount in excess of 50% of their
Eligible Earnings for a pay period deducted provided that their aggregate Tax-Deferred Contributions for the calendar year do not
exceed 50% of the Participant’s Eligible Earnings to date up to a statutory limit ($18,000 for 2015). A Participant may change or
suspend their Tax-Deferred Contributions election.
Roth Contributions
A Participant may designate part or all of their Plan contributions as either Tax-Deferred Contributions or as After-Tax Roth
Contributions combined not to exceed 50% of the Participant’s Eligible Earnings for the Plan year up to a statutory limit ($18,000
for 2015). An in-Plan Roth conversion feature is available subject to terms and conditions established by the Plan's Administrative
Committee. Participants may be eligible to convert certain pre-tax contributions and earnings in Plan accounts that are eligible for
in-service withdrawal (other than hardship withdrawal) to a designated Roth account within the Plan.
Rollover Contributions/Transfer Amounts
A Participant who receives a qualifying rollover distribution from an eligible retirement plan may make a Rollover Contribution
even though the Participant has not otherwise become eligible to participate in the Plan. Amounts that are attributable to Roth
Contributions may be rolled into the Plan only from another employer’s eligible retirement plan; they may not be rolled into the
Plan from a Roth IRA, even if the only monies held in the Roth IRA were previously distributed from an eligible retirement plan.
In addition, amounts attributable to Roth Contributions must be rolled over to the Plan by means of a Direct Rollover.
Catch-Up Contributions
In addition to the regular Tax-Deferred Contributions and/or Roth Contributions described above, Plan Participants who will be at
least 50 years old by the end of the calendar year and who have contributed the maximum amount of regular Tax-Deferred
Contributions and/or Roth Contributions for the year may make additional “Catch-up Contributions” to the Plan. For 2015, Tax-
Deferred and Roth Catch-up Contributions have a combined limit of $6,000.
(c) Participants’ Accounts
Each Participant’s Account is credited with the Participant’s contributions, the appropriate amount of the Company’s contributions
and an allocation of investment fund earnings or losses in which the Participant has directed his or her contribution. The benefit to
which a Participant is entitled is the benefit that can be provided from the Participant’s vested Account. The Account of each
Participant is valued on a daily basis.
(d) Vesting
Participants are fully vested in their Tax-Deferred and After-Tax Roth Contributions, Roll-Over Contributions, Catch-up Contributions, the Employer Profit Sharing Contribution to their 401(k) Account, and earnings thereon. Effective January 1, 2007, the vesting percent in the portion of the Employer Profit Sharing Contribution allocated to the Participant's Company Profit Sharing Account occurs at the rate of 20% per year beginning after two years of continuous employment.
(e) Payments of Benefits
On termination of employment, retirement or death, a Participant or Participant’s beneficiary may elect to receive the payment
benefits in a lump sum or in annual installments not to exceed 15 years. Distributions to terminated Participants are based upon
the closing price of the funds on the date the Participant requests the distribution from Fidelity. Withdrawals to active Participants
are based on the date the withdrawals have been approved by the Plan Administrator and are processed by Fidelity.
Hardship withdrawals are allowed under certain circumstances as defined in the Plan Document. Participants are suspended from
making contributions for six months after taking a hardship withdrawal from the Plan.
5
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2015 and 2014
(f) Forfeitures
Amounts forfeited by nonvested participants who terminated employment during the year were $690,836 and $861,607 for the
years ended December 31, 2015 and 2014, respectively. The Company allocates these Forfeitures in the subsequent year to the
Accounts of the remaining active Participants as of the last day of the Plan year. The Forfeiture balance totaled $837,642 and
$1,008,414 as of December 31, 2015 and 2014, respectively.
(g) Participant Loans
The Plan allows Participants to borrow from their Account. Participants may borrow up to 50% of their vested Account balance;
the minimum amount of any loan from the Plan is $1,000, and the maximum amount is the lesser of $50,000 or 50% of the value
of the Participant’s vested Account. A Participant may request a loan for any reason and the loan may be repaid over 60 months.
For the purchase of a primary residence, however, the loan may be repaid over 25 years. At December 31, 2015 and 2014, there
were 2,105 and 2,114 individual loans outstanding, respectively, bearing an interest rate ranging from 3.25% to 9.50% per annum with maturities ranging from 1 to 25 years for both years.
The interest rate charged on the loan and repaid to the Participant’s Account is set to the prime rate as of the first day of the
quarter in which the loan originated and fixed for the duration of the loan. A Participant may have up to two loans outstanding at a
time. Payment is made through payroll deductions or the loan may be paid in full by a lump-sum payment. A partial repayment is
not permitted other than pursuant to the aforementioned payroll deductions or as set forth in the following sentence. A Participant with an outstanding loan balance who separates from service with the Company has the option of repaying the loan in a lump sum or continuing to pay the monthly loan payment amount directly to Fidelity.
(h) | Investments |
Participants are responsible for directing the investment of their respective Accounts. Starting in 2011 any contributions for which
the Participant does not provide investment direction will be invested in the Plan’s designated default option (the “Plan
Designated Fund”). Effective August 15, 2011, the Fidelity Freedom K Fund became the Plan Designated Fund. Investment changes requested by Participants are implemented as soon as administratively practical in accordance with the Plan document.
6
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2015 and 2014
(2) Summary of Significant Accounting Policies
The following are the more significant accounting policies followed by the Plan:
(a) Basis of Accounting and Use of Estimates
The financial statements of the Plan are prepared under the accrual method of accounting. The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America (GAAP) requires the Plan to make
estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, as well as disclosure of
contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates and
assumptions.
(b) Investment Valuation and Income Recognition
The Plan’s investments are stated at fair value. Shares of registered investment companies (mutual funds) are valued at quoted
market prices, which represent the net asset value of shares held by the Plan at year-end. The W. R. Berkley Company Common
Stock Fund (the "Company Common Stock Fund") is valued at its year-end unit closing price. A net asset value (“NAV”) per unit
is determined on a daily basis. In determining the NAV, the value of the Company Common Stock Fund is based on the closing
price of the Company’s Shares on the New York Stock Exchange (“NYSE”). The NAV will be adjusted by dividends paid on
common stock, interest on short-term investments held in the fund and expenses of the fund. Purchases and sales of investments
are recorded on a trade date basis. Realized gains and losses are based on specific identification method and are included in net
appreciation (depreciation) in fair value of investments. Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Investment management fees, including brokerage fees and commissions on the purchase and sale of securities and other related
portfolio management expenses, are paid from assets of, and applied against the investment performance of, the respective
investment funds.
(c) Plan Expenses
Certain general expenses of operating and administering the Plan are paid by the Company but may be charged against investment
fund assets in the future, as determined by the Company.
(d) Payment of Benefits
Benefit payments are recorded when paid.
(e) Recently Issued Accounting Pronouncement
In July 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-12, Plan Accounting: Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962) and Health and Welfare Benefit Plans (Topic 965) . Under Part I of the ASU, fully benefit-responsive investment contracts are to be measured, presented and disclosed at contract value. Part II of the ASU simplifies certain disclosure requirements for plan investments. Part III of the ASU is not applicable to the Plan. The ASU is effective for fiscal years beginning after December 15, 2015; however, early adoption is permitted. Part I & II of the ASU must be applied retrospectively to all periods presented. Adoption of this ASU for the 2016 plan year is not expected to have a material impact on the Plan’s financial statements and related disclosures.
In May 2015, the FASB issued ASU No. 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value Per Share (or its Equivalent) that removes the requirement to categorize within the fair value hierarchy all investments for which
7
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2015 and 2014
fair value is measured using the net asset value (“NAV”) per share practical expedient. The ASU is effective for fiscal years beginning after December 15, 2015; however, early adoption is permitted. The amendments must be applied retrospectively to all periods presented. Adoption of this ASU for the 2016 plan year is not expected to have a material impact on the Plan’s financial statements and related disclosures. Management is currently evaluating the impact of adopting this new accounting standard update on the Plan’s financial statements.
(3) Risks and Uncertainties
The Plan offers a number of investment options including the Company Common Stock Fund and a variety of pooled investment
funds, which consist of registered investment companies. The investment funds are comprised of U.S. equities, international
equities, and fixed income securities. Investment securities, in general, are exposed to various risks, such as interest rate, credit, and
overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonable to expect that
changes in the values of investment securities will occur in the near term and that such changes could materially affect Participant
Account balances and the Statement of Changes in Net Assets Available for Plan Benefits.
The Plan’s exposure to a concentration of credit risk is limited by the diversification of investments across all Participant-directed
fund elections. Additionally, the investments within each Participant-directed fund election are further diversified into varied
financial instruments, with the exception of the Company Common Stock Fund, which principally invests in a security of a single
issuer. More than 10% of the Plan’s net assets were invested in the Company Common Stock Fund as of December 31, 2015 and
2014.
The Plan investments include mutual funds that may directly or indirectly invest in securities with contractual cash flows, such as
asset backed securities, collateralized mortgage obligations and commercial mortgage backed securities, including securities backed
by subprime mortgage loans. The value, liquidity and related income of these securities are sensitive to changes in economic
conditions, including real estate value, delinquencies or defaults, or both, and may be adversely affected by shifts in the market’s
perception of the issuers and changes in interest rates.
(4) Plan Termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA.
In the event of termination of the Plan, all amounts credited to the Participants will become fully vested, and all assets remaining
after payments of any expenses properly chargeable against the Plan will be distributed to the Participants pro rata in accordance with the value of each Participant’s Account on the date of such termination.
(5) Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated February 7, 2012 that the Plan and
related trust are designed in accordance with applicable sections of the IRC.
GAAP requires the Plan's management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan
has taken an uncertain position that more likely than not would not be sustained upon examination by the Internal Revenue Service.
The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2015, there are
no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the
financial statements.
The Plan is subject to routine audits by various taxing jurisdictions. There are currently no audits for any periods in progress.
8
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2015 and 2014
(6) | Investments | ||||||||
The following investments represent 5% or more of the Plan’s net assets as of December 31, 2015 and the comparable 2014 amounts: | |||||||||
2015 | 2014 | ||||||||
W. R. Berkley Corporation Common Stock Fund | $ | 103,393,425 | $ | 103,465,616 | |||||
Mutual Funds: | |||||||||
Fidelity Contrafund® — Class K | 125,973,350 | 125,623,974 | |||||||
Fidelity Freedom K 2030 Fund | 58,959,289 | 47,289,059 | |||||||
Vanguard Prime Money Market Fund — Institutional Shares | 57,969,759 | 57,878,347 | |||||||
Fidelity Growth Company Fund — Class K | 56,745,557 | 52,073,384 | |||||||
Fidelity Freedom K 2020 Fund | 51,929,772 | 40,590,117 | |||||||
Vanguard Institutional Index Fund Institutional Shares | 49,790,548 | 48,223,860 |
The net depreciation on investments (including gains and losses on investments bought and sold, as well as held) for the year ended December 31, 2015 are as follows:
W. R. Berkley Corporation Common Stock Fund | $ | 7,386,304 | |||
Mutual Funds | (25,606,817 | ) | |||
Net depreciation in fair value of investments | $ | (18,220,513 | ) |
(7) Fair Value Measurement of Investments
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the
principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the
measurement date. The Plan uses ASC 820 fair value hierarchy, which requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or inputs that are observable or corroborated by observable market date for substantially the full term of
the assets or liabilities.
Level 3 — Unobservable inputs supported by little or no market activity and that reflect the reporting entity’s own assumptions
about the exit price, including assumptions that market participants would use in pricing the asset or liability.
9
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2015 and 2014
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
Fair value estimates are made at a specific point in time, based on available market information and other observable inputs. In some cases, the fair value estimates cannot be substantiated by comparison to independent markets. In addition, the disclosed fair value may not be realized in the ultimate settlement of the financial asset as these values do not represent any premium or discount that could result from selling an entire holding of a particular financial asset at one time. Other expenses that would be incurred in an actual sale or settlement are not included in the amounts disclosed.
The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2015 and 2014.
Money Market Funds and Equity Securities — Valued at the closing price reported on the active market on which the individual securities are traded.
Mutual Funds — Valued at the NAV of shares held by the Plan at year end.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following tables set forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2015 and 2014: | |||||||||||||||
Fair Value Measurements at December 31, 2015 | |||||||||||||||
Quoted | Significant | ||||||||||||||
prices in | other | Significant | |||||||||||||
Total assets | active | observable | unobservable | ||||||||||||
measured at | markets | market data | market data | ||||||||||||
fair value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
W. R. Berkley Corporation Common Stock Fund | $ | 103,393,425 | $ | 103,393,425 | — | — | |||||||||
Mutual Funds: | |||||||||||||||
Large Cap equity funds | 286,621,529 | 286,621,529 | — | — | |||||||||||
Target Date blended funds | 172,862,442 | 172,862,442 | — | — | |||||||||||
Fixed Income funds | 70,942,534 | 70,942,534 | — | — | |||||||||||
Money Market funds | 57,969,759 | 57,969,759 | — | — | |||||||||||
Small Cap equity funds | 45,582,577 | 45,582,577 | — | — | |||||||||||
Other blended funds | 39,530,393 | 39,530,393 | — | — | |||||||||||
International equity funds | 38,023,572 | 38,023,572 | — | — | |||||||||||
Mid Cap equity funds | 23,124,533 | 23,124,533 | — | — | |||||||||||
Specialty funds | 2,831,792 | 2,831,792 | — | — | |||||||||||
Total investments | $ | 840,882,556 | $ | 840,882,556 | — | — |
10
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2015 and 2014
Fair Value Measurements at December 31, 2014 | |||||||||||||||
Quoted | Significant | ||||||||||||||
prices in | other | Significant | |||||||||||||
Total assets | active | observable | unobservable | ||||||||||||
measured at | markets | market data | market data | ||||||||||||
fair value | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
W. R. Berkley Corporation Common Stock Fund | $ | 103,465,616 | $ | 103,465,616 | — | — | |||||||||
Mutual Funds: | |||||||||||||||
Large Cap equity funds | 283,688,615 | 283,688,615 | — | — | |||||||||||
Target Date blended funds | 138,949,128 | 138,949,128 | — | — | |||||||||||
Fixed Income funds | 69,757,905 | 69,757,905 | — | — | |||||||||||
Money Market funds | 57,878,347 | 57,878,347 | — | — | |||||||||||
Small Cap equity funds | 48,846,913 | 48,846,913 | — | — | |||||||||||
International equity funds | 41,847,449 | 41,847,449 | — | — | |||||||||||
Other blended funds | 40,381,612 | 40,381,612 | — | — | |||||||||||
Mid Cap equity funds | 18,602,028 | 18,602,028 | — | — | |||||||||||
Other funds | 6,335,709 | 6,335,709 | — | — | |||||||||||
Specialty funds | 2,058,045 | 2,058,045 | — | — | |||||||||||
Total investments | $ | 811,811,367 | $ | 811,811,367 | — | — | |||||||||
(8) Related Party Transactions
Certain Plan investments are managed or sponsored by Fidelity Investments, an affiliate of Fidelity who is the Trustee as defined by
the Plan and accordingly, these transactions with Fidelity Investments qualify as party-in-interest transactions. Investments in the
Company Common Stock Fund also qualify as party-in-interest transactions.
(9) Subsequent Events
The Company noted no additional subsequent events which would require recognition or disclosure in its evaluation through
June 27, 2016, the date on which these financial statements were issued.
11
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2015
Fair value at | ||||||
December 31, | ||||||
Identity of issuer | Description and number of shares | 2015 | ||||
* W. R. Berkley Corporation Common Stock Fund | Common Stock Fund: 1,862,258 shares | $ | 103,393,425 | |||
* Fidelity Capital Appreciation Fund — Class K | Mutual Funds: 506,223 shares | 16,421,867 | ||||
* Fidelity Contrafund® — Class K | Mutual Funds:1,274,002 shares | 125,973,350 | ||||
* Fidelity Freedom K 2010 Fund | Mutual Funds: 754,553 shares | 9,311,179 | ||||
* Fidelity Freedom K 2020 Fund | Mutual Funds: 3,840,959 shares | 51,929,772 | ||||
* Fidelity Freedom K 2030 Fund | Mutual Funds: 4,114,396 shares | 58,959,289 | ||||
* Fidelity Freedom K 2040 Fund | Mutual Funds: 2,304,272 shares | 34,080,184 | ||||
* Fidelity Freedom K 2050 Fund | Mutual Funds: 874,116 shares | 13,400,204 | ||||
* Fidelity Freedom K 2060 Fund | Mutual Funds: 12,759 shares | 125,930 | ||||
* Fidelity Freedom K Income Fund | Mutual Funds: 445,060 shares | 5,055,884 | ||||
* Fidelity Government Income Fund | Mutual Funds: 1,687,774 shares | 17,384,077 | ||||
* Fidelity Small Cap Discovery Fund | Mutual Funds: 1,130,623 shares | 29,871,051 | ||||
* Fidelity Growth Company Fund — Class K | Mutual Funds: 414,685 shares | 56,745,557 | ||||
* Fidelity Intermediate Bond Fund | Mutual Funds: 1,498,715 shares | 16,081,209 | ||||
* Fidelity Puritan® Fund — Class K | Mutual Funds: 1,946,351 shares | 39,530,393 | ||||
* Fidelity Select Gold Portfolio | Mutual Funds: 209,762 shares | 2,831,792 | ||||
Harbor International Fund — Institutional Class | Mutual Funds: 524,539 shares | 31,173,364 | ||||
Invesco Small Cap Growth Fund Class R6 | Mutual Funds: 444,205 shares | 15,711,526 | ||||
JPMorgan Mid Cap Value Fund — Institutional Class | Mutual Funds: 252,053 shares | 8,562,234 | ||||
Metropolitan West Total Return Bond Fund Plan Class | Mutual Funds: 2,567,196 shares | 25,671,959 | ||||
Neuberger Berman Mid Cap Growth — Institutional Class | Mutual Funds: 288,170 shares | 3,679,935 |
12
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2015
Fair value at | ||||||
December 31, | ||||||
Identity of issuer | Description and number of shares | 2015 | ||||
Spartan Extended Money Market Index Fund – Fidelity Advantage Class | Mutual Funds: 216,780 shares | 10,882,364 | ||||
Vanguard Inflation-Protected Securities Fund Institutional Shares | Mutual Funds: 635,637 shares | 6,527,993 | ||||
Vanguard Institutional Index Fund Institutional Shares | Mutual Funds: 266,802 shares | 49,790,548 | ||||
Vanguard Prime Money Market Fund Institutional | Mutual Funds: 57,969,759 shares | 57,969,759 | ||||
Vanguard Total International Stock Index Fund Institutional Shares | Mutual Funds: 70,664 shares | 6,850,208 | ||||
Vanguard Total Bond Market ADM | Mutual Funds: 495,986 shares | 5,277,296 | ||||
Vanguard Equity-Income Fund Admiral Shares | Mutual Funds: 608,397 shares | 37,690,207 | ||||
Total Mutual Funds | 737,489,131 | |||||
* Participant loans | 2,105 Participant loans (interest rates range from 3.25% to 9.50% per annum with maturities ranging from 1 to 25 years) | 18,328,082 | ||||
Total investments and participant loans | $ | 859,210,638 | ||||
* Party-in-interest as defined by ERISA See accompanying report of independent registered public accounting firm. |
13
W. R. BERKLEY CORPORATION PROFIT SHARING PLAN
Schedule H, Line 4a — Schedule of Nonexempt Transactions
for Delinquent Participant Contributions
Year ended December 31, 2015
Total that constitute nonexempt prohibited Transactions | ||||
Participant contributions transferred late to plan | Contributions not corrected | Contributions corrected outside VFCP | Contributions pending correction in VFCP | Total fully corrected under VFCP and PTE 2002-51 |
$45,849 | — | $45,849 | — | — |
It was noted that there were unintentional delays during 2015 by the Plan Sponsor in submitting employee contributions to
the Plan. The delays ranged from 26 to 512 days and the withholding amount was $45,849 per the Plan Sponsor. Lost interest
was $25. The Participants’ contributions have been credited and the lost interest was reimbursed to the Plan in June 2016.
See accompanying report of independent registered public accounting firm.
14
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Finance Committee of W. R. Berkley Corporation Profit Sharing Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.
W. R. BERKLEY CORPORATION | |||
PROFIT SHARING PLAN | |||
/s/ Eugene G. Ballard | |||
By | Eugene G. Ballard | ||
Member, Profit Sharing Plan | |||
Administrative Committee | |||
June 27, 2016 |
Exhibit Index
Exhibit 23 Consent of Independent Registered Public Accounting Firm