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February 24, 2023 Newswires
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RLI CORP – 10-K – Management's Discussion and Analysis of Financial Condition and Results of Operations

Edgar Glimpses

OVERVIEW


RLI Corp. is a U.S. based, specialty insurance company that underwrites select
property and casualty insurance through major subsidiaries collectively known as
RLI Insurance Group (Group). Our focus is on niche markets and developing unique
products that are tailored to customers' needs. We hire underwriters and claim
examiners with deep expertise and provide exceptional customer service and
support. We maintain a highly diverse product portfolio and underwrite for
profit in all market conditions. In 2022, we achieved our 27th consecutive year
of underwriting profitability. Over the 27-year period, we averaged an 88.2
combined ratio. This drives our ability to provide shareholder returns in three
different ways: the underwriting income itself, net investment income from our
investment portfolio and long-term appreciation in our equity portfolio.

We measure the results of our insurance operations by monitoring growth and
profitability across three distinct business segments: casualty, property and
surety. Growth is measured in terms of gross premiums written, and profitability
is analyzed through combined ratios, which are further subdivided into their
respective loss and expense components.

KEY PERFORMANCE MEASURES


Following is a list of key performance measures found throughout this report
with their definitions, relationships to GAAP measures and explanations of their
importance to our operations.

Underwriting Income


Underwriting income or profit represents one measure of the pretax profitability
of our insurance operations and is derived by subtracting losses and settlement
expenses, policy acquisition costs and insurance operating expenses from net
premiums earned, which are all GAAP financial measures. Each of these captions
is presented in the statements of earnings but is not subtotaled. However, this
information is available in total and by segment in note 12 to the consolidated
financial statements within Item 8, Financial Statements and Supplementary Data.
The nearest comparable GAAP measure is earnings before income taxes which, in
addition to underwriting income, includes net investment income, net realized
gains or losses, net unrealized gains or losses on equity securities, general
corporate expenses, debt costs and our portion of earnings from unconsolidated
investees. A reconciliation of net earnings to underwriting income follows:
                                                       Year ended December 31,
(in thousands)                                            2022           2021
Net earnings                                         $      583,411   $  279,354
Income tax expense                                          137,267       64,967
Earnings before income taxes                         $      720,678   $  344,321
Equity in earnings of unconsolidated investees              (9,853)     (37,060)
General corporate expenses                                   12,900       13,330
Interest expense on debt                                      8,047        7,677
Net unrealized (gains) losses on equity securities          121,037     (65,258)
Net realized gains                                        (588,515)     (64,222)
Net investment income                                      (86,078)     (68,862)
Underwriting income                                  $      178,216   $  129,926


Combined Ratio

The combined ratio, which is derived from components of underwriting income, is
a common industry performance measure of profitability for underwriting
operations and is calculated in two components. First, the loss ratio is losses
and settlement expenses divided by net premiums earned. The second component,
the expense ratio, reflects the sum of policy acquisition costs and insurance
operating expenses divided by net premiums earned. All items included in these
components of the combined ratio are presented in our GAAP consolidated
financial statements. The sum of the loss and expense ratios is the combined
ratio. The difference between the combined ratio and 100 reflects the per-dollar
rate of underwriting income or loss.

                                       28

Table of Contents

CRITICAL ACCOUNTING POLICIES

In preparing the consolidated financial statements, we are required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosures of contingent assets and liabilities as of the
date of the consolidated financial statements and the reported amounts of
revenues and expenses for the reporting period. Actual results could differ
significantly from those estimates.


The most critical accounting policies involve significant estimates and include
those used in determining the liability for unpaid losses and settlement
expenses, investment valuation, recoverability of reinsurance balances, deferred
policy acquisition costs and deferred taxes.

LOSSES AND SETTLEMENT EXPENSES

Overview

Loss and loss adjustment expense (LAE) reserves represent our best estimate of
ultimate payments for losses and related settlement expenses from claims that
have been reported but not paid, and those losses that have been incurred but
not yet reported (IBNR) to the Company. Loss reserves do not represent an exact
calculation of liability, but instead represent our estimates, generally
utilizing individual claim estimates, actuarial expertise and estimation
techniques at a given accounting date. The loss reserve estimates are
expectations of what ultimate settlement and administration of claims will cost
upon final resolution. These estimates are based on facts and circumstances then
known to the Company, review of historical settlement patterns, estimates of
trends in claims frequency and severity, projections of loss costs, expected
interpretations of legal theories of liability and many other factors. In
establishing reserves, we also consider estimated recoveries from reinsurance as
well as salvage and subrogation.

We record two categories of loss and LAE reserves: case-specific reserves and
IBNR reserves. Within a reasonable period of time after a claim is reported, our
claim department completes an initial investigation and establishes a case
reserve. This case-specific reserve is an estimate of the ultimate amount we
will have to pay for the claim, including related legal expenses and other costs
associated with resolving and settling it. The estimate reflects all of the
current information available regarding the claim, the informed judgment of our
professional claim personnel regarding the nature and value of the specific type
of claim and our reserving practices. During the life cycle of a particular
claim, as more information becomes available, we may revise the estimate of the
ultimate value of the claim either upward or downward. We may determine that it
is appropriate to pay portions of the reserve to the claimant or related
settlement expenses before final resolution of the claim. The amount of the
individual case reserve will be adjusted accordingly and is based on the most
recent information available.

We establish IBNR reserves to estimate the amount we will have to pay for claims
that have occurred, but have not yet been reported to the Company, claims that
have been reported to the Company that may ultimately be paid out differently
than reflected in our case-specific reserves and claims that have been closed
but may reopen and require future payment.

LAE represents the cost involved in adjusting and administering losses from
policies we issued. The LAE reserves are frequently separated into two
components: allocated and unallocated. Allocated loss adjustment expense (ALAE)
reserves represent an estimate of claims settlement expenses that can be
identified with a specific claim or case. Examples of ALAE would be the hiring
of an outside adjuster to investigate a claim or an outside attorney to defend
our insured. The claim adjuster typically estimates this cost separately from
the loss component in the case reserve. Unallocated loss adjustment expense
(ULAE) reserves represent an estimate of claims settlement expenses that cannot
be identified with a specific claim. An example of ULAE would be the cost of an
internal claim examiner to manage or investigate claims.

The process of estimating loss reserves involves a high degree of judgment and
is subject to a number of variables. These variables can be affected by both
internal and external events, such as changes in claim handling procedures,
claim personnel, economic inflation, legal trends and legislative changes, among
others. The impact of many of these items on ultimate costs for loss and LAE is
difficult to estimate. Loss reserve estimations also differ significantly by
coverage due to differences in claim complexity, the volume of claims, the
policy limits written, the terms and conditions of the underlying policies, the
potential severity of individual claims, the determination of occurrence date
for a claim and reporting lags (the time between the occurrence of the
policyholder event and when it is actually reported to the insurer). Informed
judgment is applied throughout the process. We continually refine our loss
reserve estimates as historical loss experience develops and additional claims
are reported and settled. We rigorously attempt to consider all significant
facts and circumstances known at the time loss reserves are established.

                                       29

Table of Contents


Following is a table of significant risk factors involved in estimating losses
grouped by major product line. We distinguish between loss ratio risk and
reserve estimation risk. Loss ratio risk refers to the possible dispersion of
loss ratios from year to year due to inherent volatility in the business, such
as high severity or aggregating exposures. Reserve estimation risk recognizes
the difficulty in estimating a given year's ultimate loss liability. As an
example, our property catastrophe business (included below in other property)
has significant variance in year over year results; however, its reserving
estimation risk is relatively moderate.

                                                                                                 Expected loss     Reserve
                                Length of          Emergence                                         ratio       estimation
Product line                   reserve tail   patterns relied upon      Other risk factors        variability    variability
Commercial excess                  Long             Internal               Low frequency             High           High
                                                                           High severity
                                                                       Loss trend volatility
                                                                          Exposure growth
                                                                     Unforeseen tort potential

Personal umbrella                 Medium            Internal               Low frequency            Medium         Medium
                                                                           High severity
                                                                       Loss trend volatility
                                                                          Exposure growth
                                                                     Unforeseen tort potential

General liability                  Long             Internal           Exposure changes/mix         Medium          High
                                                                     Unforeseen tort potential

Professional services             Medium            Internal          Highly varied exposures       Medium         Medium
                                                                       Loss trend volatility
                                                                     Unforeseen tort potential

Commercial transportation         Medium            Internal               High severity            Medium         Medium
                                                                        Exposure change/mix
                                                                       Loss trend volatility
                                                                     Unforeseen tort potential

Small commercial                  Medium            Internal            Exposure change/mix         Medium         Medium
                                                                     Unforeseen tort potential
                                                                           Small volume

Executive products                 Long       Internal & external          Low frequency             High           High
                                                                           High severity
                                                                       Loss trend volatility
                                                                        Economic volatility
                                                                     Unforeseen tort potential
                                                                        Exposure growth/mix
                                                                         Heavily reinsured

Other casualty                    Medium      Internal & external          Small volume             Medium         Medium

Marine                            Medium      Internal & external       Exposure growth/mix          High          Medium
                                                                       Aggregation exposure

Other property                    Short             Internal           Aggregation exposure          High          Medium
                                                                           Low frequency
                                                                           High severity

Surety                            Medium            Internal            Economic volatility         Medium         Medium
                                                                         Unique exposures

Runoff including asbestos &
environmental                      Long       Internal & external      Loss trend volatility         High           High
                                                                     Mass tort/latent exposure


Due to inherent uncertainty underlying loss reserve estimates, including, but
not limited to, the future settlement environment, final resolution of the
estimated liability may be different from that anticipated at the reporting
date. The amount by which current estimated losses differ from those estimated
for a period at a prior valuation date is known as development. Development is
unfavorable when the losses ultimately settle for more than the levels at which
they were reserved or subsequent estimates indicate a basis for reserve
increases on unresolved claims. Development is favorable when losses ultimately
settle for less than the amount reserved or subsequent estimates indicate a
basis for reducing loss reserves on unresolved claims. We reflect favorable or
unfavorable development of loss reserves in the results of operations in the
period the estimates are changed.

                                       30

Table of Contents


Our IBNR reserving process involves three steps: (1) an initial IBNR generation
process that is prospective in nature, (2) a loss and LAE reserve estimation
process that occurs retrospectively and (3) a subsequent discussion and
reconciliation between our prospective and retrospective IBNR estimates, which
includes changes in our provisions for IBNR where deemed appropriate.

Initial IBNR Generation Process


Initial carried IBNR reserves are determined through a reserve generation
process. The intent of this process is to establish an initial total reserve
that will provide a reasonable provision for the ultimate value of all unpaid
loss and ALAE liabilities. For most casualty and surety products, this process
involves the use of an initial loss and ALAE ratio that is applied to the earned
premium for a given period. The result is our best initial estimate of the
expected amount of ultimate loss and ALAE for the period by product. Payments
and case reserves are subtracted from this initial estimate of ultimate loss and
ALAE to determine a carried IBNR reserve.

For certain property products, we use an alternative method of determining an
appropriate provision for initial IBNR. Since this segment is characterized by a
shorter period of time between claim occurrence and claim settlement, the IBNR
reserves are determined by IBNR percentages applied to premium earned.
The percentages are determined based on expected loss ratios and loss
development assumptions. The loss development assumptions are typically based on
historical reporting patterns but could consider alternative sources of
information. The IBNR percentages are reviewed and updated periodically. No
deductions for paid or case reserves are made. This alternative method of
determining initial IBNR allows incurred losses and ALAE to react more rapidly
to the actual emergence, and is more appropriate for our property products where
final claim resolution occurs over a shorter period of time.

We do not reserve for natural or man-made catastrophes until an event has
occurred. Shortly after such occurrence, we review insured locations exposed to
the event and industry loss estimates of the event. We also consider our
knowledge of frequency and severity from early claim reports to determine an
appropriate reserve for the catastrophe. These reserves are reviewed frequently
to consider actual losses reported and appropriate changes to our estimates are
made to reflect the new information.

The initial loss and ALAE ratios that are applied to earned premium are reviewed
at least semi-annually. Prospective estimates are made based on historical loss
experience adjusted for exposure mix, price change and loss cost trends. The
initial loss and ALAE ratios also reflect our judgment as to estimation risk. We
consider estimation risk by product and coverage within product, if applicable.
A product with greater volatility and uncertainty has greater estimation risk.
Products or coverages with higher estimation risk include, but are not limited
to, the following characteristics:

? Significant changes in underlying policy terms and conditions,

? A new business or one experiencing significant growth and/or high turnover,

? Small volume or lacking internal data requiring significant utilization of

external data,

? Unique reinsurance features including those with aggregate stop-loss,

reinstatement clauses, commutation provisions or clash protection,

? Longer emergence patterns with exposures to latent unforeseen mass tort,

? Assumed reinsurance businesses where there is an extended reporting lag and/or

a heavier utilization of ceding company data and claims and product expertise,

? High severity and/or low frequency,

? Operational processes undergoing significant change and/or

? High sensitivity to significant swings in loss trends, economic change or

judicial change.



The historical and prospective loss and ALAE estimates, along with the risks
listed, are the basis for determining our initial and subsequent carried
reserves. Adjustments in the initial loss ratio by product and segment are made
where necessary and reflect updated assumptions regarding loss experience, loss
trends, price changes and prevailing risk factors.

                                       31

Table of Contents

Loss and LAE Reserve Estimation Process


Estimates of the expected value of the unpaid loss and LAE are derived using
standard actuarial methodologies on a quarterly basis. In addition, an emergence
analysis is completed quarterly to determine if further adjustments are
necessary. These estimates are then compared to the carried loss reserves to
determine the appropriateness of the current reserve balance.

The process of estimating ultimate payment for claims and claim expenses begins
with the collection and analysis of current and historical claim data. Data on
individual reported claims, including paid amounts and individual claim adjuster
estimates, are grouped by common characteristics. There is judgment involved in
this grouping. Considerations when grouping data include the volume of the data
available, the credibility of the data available, the homogeneity of the risks
in each grouping and both settlement and payment pattern consistency. We use
this data to determine historical claim reporting and payment patterns, which
are used in the analysis of ultimate claim liabilities. In some analyses,
including businesses without sufficiently large numbers of policies or that have
not accumulated sufficient historical statistics, our own data is supplemented
with external or industry average data as available and when appropriate. For
liabilities arising out of directors and officers, management liability,
workers' compensation and medical errors and omissions exposures, we utilize
external data extensively.

We also incorporate estimated losses relative to premium (loss ratios) by year
into the analysis. The expected loss ratios are based on a review of historical
loss performance, trends in frequency and severity and price level changes. The
estimates are subject to judgment including consideration given to available
internal and industry data, growth and policy turnover, changes in policy
limits, changes in underlying policy provisions, changes in legal and regulatory
interpretations of policy provisions and changes in reinsurance structure. For
the most current year, these are equivalent with the ratios used in the initial
IBNR generation process. Increased recognition is given to actual emergence as
the years age.

We use historical development patterns, expected loss ratios and standard
actuarial methods to derive an estimate of the ultimate level of loss and LAE
payments necessary to settle all the claims occurring as of the end of the
evaluation period.


Our reserve processes include multiple standard actuarial methods for
determining estimates of IBNR reserves. Other supplementary methodologies are
incorporated as necessary. Mass tort and latent liabilities are examples of
exposures for which supplementary methodologies are used. Each method produces
an estimate of ultimate loss by accident year. We review all of these various
estimates and assign weights to each based on the characteristics of the product
being reviewed.

The methodologies we have chosen to incorporate are a function of data
availability and are reflective of our own book of business. From time to time,
we evaluate the need to add supplementary methodologies. New methods are
incorporated if it is believed they improve the estimate of our ultimate loss
and LAE liability. All of the actuarial methods eventually converge to the same
estimate as an accident year matures. Our core methodologies are listed below
with a short description and their relative strengths and weaknesses:

Paid Loss Development - Historical payment patterns for prior claims are used to
estimate future payment patterns for current claims. These patterns are applied
to current payments by accident year to yield an expected ultimate loss.

Strengths: The method reflects only the claim dollars that have been paid and is
not subject to case-basis reserve changes or changes in case reserve practices.


Weaknesses: External claims environment changes can impact the rate at which
claims are settled and losses paid (e.g. increase in attorney involvement or
change in legal precedent). Adjustments to reflect changes in payment patterns
on a prospective basis are difficult to quantify. For losses that have occurred
recently, payments can be minimal and thus early estimates are subject to
significant instability.

Incurred Loss Development - Historical case-incurred patterns (paid losses plus
case reserves) for past claims are used to estimate future case-incurred amounts
for current claims. These patterns are applied to current case-incurred losses
by accident year to yield an expected ultimate loss.

Strengths: Losses are reported more quickly than paid, therefore, the estimates
stabilize sooner. The method reflects more information in the analysis than the
paid loss development method.

Weaknesses: Method involves additional estimation risk if significant changes to
case reserving practices have occurred.


                                       32

Table of Contents


Case Reserve Development - Patterns of historical development in reported losses
relative to historical case reserves are determined. These patterns are applied
to current case reserves by accident year and the result is combined with paid
losses to yield an expected ultimate loss.

Strengths: Like the incurred development method, this method benefits from using
the additional information available in case reserves that is not available from
paid losses only. It also can provide a more reasonable estimate than other
methods when the proportion of claims still open for an accident year is
unusually high or low.

Weaknesses: It is subject to the risk of changes in case reserving practices or
philosophy. It may provide unstable estimates when an accident year is immature
and more of the IBNR is expected to come from unreported claims rather than
development on reported claims and when accident years are very mature with
infrequent case reserves.

Expected Loss Ratio - Historical loss ratios, in combination with projections of
frequency and severity trends, as well as estimates of price and exposure
changes, are analyzed to produce an estimate of the expected loss ratio for each
accident year. The expected loss ratio is then applied to the earned premium for
each year to estimate the expected ultimate losses. The current accident year
expected loss ratio is also the prospective loss and ALAE ratio used in our
initial IBNR generation process.

Strengths: Reflects an estimate independent of how losses are emerging on either
a paid or a case reserve basis. This method is particularly useful in the
absence of historical development patterns or where losses take a long time to
emerge.

Weaknesses: Ignores how losses are actually emerging and thus produces the same
estimate of ultimate loss regardless of favorable/unfavorable emergence.


Paid and Incurred Bornhuetter/Ferguson (BF) - This approach blends the expected
loss ratio method with either the paid or incurred loss development method. In
effect, the BF methods produce weighted average indications for each
accident year. As an example, if the current accident year for commercial
automobile liability is estimated to be 20 percent paid, then the paid loss
development method would receive a weight of 20 percent and the expected loss
ratio method would receive an 80 percent weight. Over time, this method will
converge with the ultimate estimated by the respective loss development method.

Strengths: Reflects actual emergence that is favorable/unfavorable, but assumes
remaining emergence will continue as previously expected. Does not overreact to
the early emergence (or lack of emergence) where patterns are most unstable.

Weaknesses: Could potentially understate favorable or unfavorable development by
putting weight on the expected loss ratio.

In most cases, multiple estimation methods will be valid for the particular
facts and circumstances of the claim liabilities being evaluated. Each
estimation method has its own set of assumption variables and its own advantages
and disadvantages, with no single estimation method being better than the others
in all situations, and no one set of assumption variables being meaningful for
all product line components. The relative strengths and weaknesses of the
particular estimation methods, when applied to a particular group of claims, can
also change over time. Therefore, the weight given to each estimation method
will likely change by accident year and with each evaluation.

The actuarial central estimates typically follow a progression that places
significant weight on the BF methods when accident years are younger and claim
emergence is immature. As accident years mature and claims emerge over time,
increasing weight is placed on the incurred development method, the paid
development method and the case reserve development method. For product lines
with faster loss emergence, the progression to greater weight on the incurred
and paid development methods occurs more quickly.

For our long and medium-tail products, the BF methods are typically given the
most weight for more evaluation periods than the short-tailed lines. These
methods are also predominant for the first 12 months of evaluation for
short-tail lines. Beyond these time periods, our actuaries apply their
professional judgment when weighting the estimates from the various methods
deployed, but place significant reliance on the expected stage of development in
normal circumstances.

Judgment can supersede this natural progression if risk factors and assumptions
change, or if a situation occurs that amplifies a particular strength or
weakness of a methodology. Extreme projections are critically analyzed and may
be adjusted, given less credence or discarded altogether. Internal documentation
is maintained that records any substantial changes in methods or assumptions
from one loss reserve study to another.

                                       33

Table of Contents


Our estimates of ultimate loss and LAE reserves are subject to change as
additional data emerges. This could occur as a result of change in loss
development patterns, a revision in expected loss ratios, the emergence of
exceptional loss activity, a change in weightings between actuarial methods, the
addition of new actuarial methodologies, new information that merits inclusion
or the emergence of internal variables or external factors that would alter our
view.

There is uncertainty in the estimates of ultimate losses. Significant risk
factors to the reserve estimate include, but are not limited to, unforeseen or
unquantifiable changes in:


 ? Loss payment patterns,


 ? Loss reporting patterns,


? Frequency and severity trends,

? Underlying policy terms and conditions,

? Business or exposure mix,

? Operational or internal processes affecting the timing of loss and LAE

transactions,

? Regulatory and legal environment and/or

? Economic environment.



Our actuaries engage in discussions with senior management, underwriters and the
claim department on a regular basis to ascertain any substantial changes in
operations or other assumptions that are necessary to consider in the reserving
analysis.

A considerable degree of judgment in the evaluation of all these factors is
involved in the analysis of reserves. The human element in the application of
judgment is unavoidable when faced with uncertainty. Different experts will
choose different assumptions based on their individual backgrounds, professional
experiences and areas of focus. Hence, the estimates selected by various
qualified experts may differ significantly from each other. We consider this
uncertainty by examining our historic reserve accuracy and through an internal
and external review process.

Given the substantial impact of the reserve estimates on our financial
statements, we subject the reserving process to significant diagnostic testing
and reasonability checks. In addition, there are data validity checks and
balances in our front-end processes. Data anomalies are researched and explained
to reach a comfort level with the data and results. Leading indicators such as
actual versus expected emergence and other diagnostics are also incorporated
into the reserving processes.

Determination of Our Best Estimate


Our best estimate of ultimate loss and LAE reserves are proposed by our lead
reserving actuary and then discussed and approved by our Loss Reserve Committee
(LRC). The LRC is made up of various members of the management team including
the lead reserving actuary, chief executive officer, chief operating officer,
chief financial officer, chief legal officer and other selected executives. As
part of the discussion with the LRC, the analysis supporting the actuarial
central estimate of the IBNR reserve by product is reviewed. The actuaries also
present explanations supporting any changes to the underlying assumptions used
to calculate the indicated central estimate. Our actuaries make a recommendation
to management in regard to booked reserves that reflect both their analytical
assessment and relevant qualitative factors, such as their view of estimation
risk. After discussion of these analyses, recommendations and all relevant risk
factors among the LRC, our actuaries determine whether the reserve balances
require further adjustment.

As a predominantly excess and surplus lines and specialty admitted insurer
serving niche markets, we believe we are subject to above-average variation in
estimates and that this variation is not symmetrical around the actuarial
central estimate.

One reason for the variation is the above-average policyholder turnover and
changes in the underlying mix of exposures typical of an excess and surplus
lines business. This constant change can cause estimates based on prior
experience to be less reliable than estimates for more stable, admitted books of
business. Also, as a niche market insurer, there is little industry-level
information for


                                       34

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direct comparisons of current and prior experience and other reserving
parameters. These unknowns create greater-than-average variation in the
actuarial central estimates.


Actuarial methods attempt to quantify future outcomes. However, insurance
companies are subject to unique exposures that are difficult to foresee when
coverage is initiated. Judicial and regulatory bodies involved in interpretation
of insurance contracts have increasingly found opportunities to expand coverage
beyond that which was intended or contemplated at the time the policy was
issued. Many of these policies offer broad coverages (with named exclusion) and
are issued on an occurrence basis. Claimants have at times sought coverage
beyond the insurer's original intent, including seeking to void or limit
exclusionary language.

Because of the variation and the likelihood that there are unforeseen and
under-quantified liabilities absent from the actuarial estimate, we believe
there are circumstances where it is prudent to enhance our normal reserving
process. Generally, these are circumstances where we have qualitative
information and knowledge of increased risk, but those circumstances have not
occurred within the history of our quantitative data. In these situations, we
will rely on that qualitative information, usually from our claim team or
underwriting staff, and make an enhancement to our normal process. In general,
these enhancements will result in an increased overall reserve level compared to
reserves based only on observed quantitative information. In the cases where
these risks fail to materialize, favorable loss development will likely occur in
subsequent periods. It is also possible that the risks materialize above the
enhanced reserve level, in which case unfavorable loss development will likely
occur in subsequent periods.

Our best estimate of loss and LAE reserves may change as a result of a revision
in the actuarial central estimate, the actuary's certainty in the estimates and
processes and our overall view of the underlying risks. From time to time, we
benchmark our reserving policies and procedures and refine them by adopting
industry best practices where appropriate. A detailed, ground-up analysis of the
reserve estimation risks associated with each of our products and segments,
including an assessment of industry information, is performed annually. This
information is used when determining management's best estimate of booked
reserves.

We do not use discounting (recognition of the time value of money) in reporting
our estimated reserves for losses and settlement expenses.


Loss reserve estimates are subject to a high degree of variability due to the
inherent uncertainty of ultimate settlement values. Periodic adjustments to
these estimates will likely occur as the actual loss emergence reveals itself
over time. Our loss reserving processes reflect accepted actuarial practices and
our methodologies result in a reasonable provision for reserves as of
December 31, 2022.

Reserve Sensitivities


There are three major parameters that have significant influence on our
actuarial estimates of ultimate liabilities by product. They are the actual
losses that are reported, the expected loss emergence pattern and the expected
loss ratios used in the analyses. If the actual losses reported do not emerge as
expected, it may cause the Company to challenge all or some of our previous
assumptions. We may change expected loss emergence patterns, the expected loss
ratios used in our analysis and/or the weights we place on a given actuarial
method. The impact will be much greater and more leveraged for products with
longer emergence patterns. Our general liability product is an example of a
product with a relatively long emergence pattern. The following chart
illustrates the sensitivity of our general liability reserve estimates to these
key parameters. We believe the scenarios to be reasonable, as similar favorable
variations have occurred in recent years. For example, our general liability
emergence has ranged from 16 percent to 20 percent favorable and our management
liability emergence has ranged from 13 percent adverse to 61 percent favorable
over the last three years, while our overall emergence for all products combined
has ranged from 9 percent to 30 percent favorable. The numbers below are the
changes in estimated ultimate loss and ALAE in millions of dollars as of
December 31, 2022, resulting from the change in the parameters shown. These
parameters were applied to a general liability net loss and LAE reserve balance
of $212.2 million, in addition to associated ULAE and latent liability reserves,
at December 31, 2022.

                                                Result from favorable     Result from unfavorable
(in millions)                                    change in parameter        change in parameter
+/- 5 point change in expected loss ratio for
all accident years                              $               (16.0)   $                    16.7
+/- 10% change in expected emergence patterns   $                (5.2)   $                     5.6
+/- 30% change in actual loss emergence over
a calendar year                                 $                (7.8)   $                     8.6
Simultaneous change in expected loss ratio
(5pts), expected emergence patterns (10%) and
actual loss emergence (30%).                    $               (29.2)   $                    30.6


There are often significant interrelationships between our reserving assumptions
that have offsetting or compounding effects on the reserve estimate. Thus, in
almost all cases, it is impossible to discretely measure the effect of a single
assumption or construct a

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meaningful sensitivity expectation that holds true in all cases. The scenario
above is representative of general liability, one of our largest and
longest-tailed products. It is unlikely that all of our products would have
variations as wide as illustrated in the example. It is also unlikely that all
of our products would simultaneously experience favorable or unfavorable loss
development in the same direction or at their extremes during a calendar year.
Because our portfolio is made up of a diversified mix of products, there would
ordinarily be some offsetting favorable and unfavorable emergence by product as
actual losses start to emerge and our loss estimates become more reliable.

INVESTMENT VALUATION


Throughout each year, we and our investment managers buy and sell securities to
achieve investment objectives in accordance with investment policies established
and monitored by our board of directors and executive officers.

Equity securities are carried at fair value with unrealized gains and losses
recorded within net earnings. We classify our investments in fixed income
securities into one of three categories: trading, held-to-maturity or
available-for-sale. We do not hold any securities classified as trading or
held-to-maturity. Available-for-sale securities are carried at fair value with
unrealized gains and losses recorded as a component of comprehensive earnings
and shareholders' equity, net of deferred income taxes.

Fair value is defined as the price in the principal market that would be
received for an asset to facilitate an orderly transaction between market
participants on the measurement date. We determine the fair value of certain
financial instruments based on their underlying characteristics and relevant
transactions in the marketplace. We maximize the use of observable inputs and
minimize the use of unobservable inputs when measuring fair value.

RECOVERABILITY OF REINSURANCE BALANCES


Ceded unearned premiums and reinsurance balances recoverable on paid and unpaid
losses and settlement expenses are reported separately as assets, rather than
being netted with the related liabilities, since reinsurance does not relieve
the Company of its liability to policyholders. Such balances are subject to the
credit risk associated with the individual reinsurer. We continually monitor the
financial condition of our reinsurers and actively follow up on any past due or
disputed amounts. As part of our monitoring efforts, we review their annual
financial statements and Securities and Exchange Commission (SEC) filings for
reinsurers that are publicly traded. We also review insurance industry
developments that may impact the financial condition of our reinsurers. We
analyze the credit risk associated with our reinsurance balances recoverable by
monitoring the AM Best and Standard & Poor's (S&P) ratings of our reinsurers.
Additionally, we perform an in-depth reinsurer financial condition analysis
prior to the renewal of our reinsurance placements.

Once regulatory action (such as receivership, finding of insolvency, order of
conservation or order of liquidation) is taken against a reinsurer, the paid and
unpaid balance recoverable from the reinsurer are specifically identified and
charged to earnings in the form of an allowance for uncollectible amounts. We
subject our remaining reinsurance balances receivable to detailed recoverability
tests, including a segment-based analysis using the average default
rating percentage by S&P rating, and record an additional allowance for
unrecoverable amounts from reinsurers. This credit allowance is reviewed on an
ongoing basis to ensure that the amount makes a reasonable provision for
reinsurance balances that we may be unable to recover.

DEFERRED POLICY ACQUISITION COSTS

We defer incremental direct costs that relate to the successful acquisition of
new or renewal insurance contracts, including commissions and premium taxes.
Acquisition-related costs may be deemed ineligible for deferral when they are
based on contingent or performance criteria beyond the basic acquisition of the
insurance contract, or when efforts to obtain or renew the insurance contract
are unsuccessful. All eligible costs are capitalized and charged to expense in
proportion to premium revenue recognized. The method followed in computing
deferred policy acquisition costs limits the amount of such deferred costs to
their estimated realizable value. This process contemplates the premiums to be
earned, anticipated losses and settlement expenses and certain other costs
expected to be incurred, but does not consider investment income. Judgments as
to the ultimate recoverability of such deferred costs are reviewed on a segment
basis and are highly dependent upon estimated future loss costs associated with
the premiums written. This deferral methodology applies to both gross and ceded
premiums and acquisition costs.

DEFERRED TAXES

We record deferred tax assets and liabilities to the extent that temporary
differences between the tax basis and GAAP basis of an asset or liability result
in future taxable or deductible amounts. Our deferred tax assets relate to
expected future tax deductions arising from claim reserves and future taxable
income related to changes in our unearned premium and unrealized losses on
our
fixed income

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portfolio. We also have a significant amount of deferred tax liabilities from
unrealized gains on the equity portfolio and deferred acquisition costs.

Periodically, management reviews our deferred tax positions to determine if it
is more likely than not that the assets will be realized. These reviews include,
among other things, the nature and amount of the taxable income and expense
items, the expected timing of when assets will be used or liabilities will be
required to be reported, as well as the reliability of historical profitability
of businesses expected to provide future earnings. Furthermore, management
considers tax planning strategies it can use to increase the likelihood that the
tax assets will be realized. After conducting the periodic review, if management
determines that the realization of the tax asset does not meet the more likely
than not criteria, an offsetting valuation allowance is recorded, thereby
reducing net earnings and the deferred tax asset in that period. In addition,
management must make estimates of the tax rates expected to apply in the periods
in which future taxable items are realized. Such estimates include
determinations and judgments as to the expected manner in which certain
temporary differences, including deferred amounts related to our equity method
investment, will be recovered. These estimates enter into the determination of
the applicable tax rates and are subject to change based on the circumstances.

We consider uncertainties in income taxes and recognize those in our financial
statements as required. As it relates to uncertainties in income taxes, our
unrecognized tax benefits, including interest and penalty accruals, are not
considered material to the consolidated financial statements. Also, no tax
uncertainties are expected to result in significant increases or decreases to
unrecognized tax benefits within the next 12-month period. Penalties and
interest related to income tax uncertainties, should they occur, would be
included in income tax expense in the period in which they are incurred.

Additional discussion of other significant accounting policies may be found in
note 1 to the consolidated financial statements within Item 8, Financial
Statements and Supplementary Data.

IMPACT OF COVID-19

Our processes and controls continue to operate effectively and we have been able
to maintain high service and support levels for our customers throughout the
COVID-19 pandemic. Overall, our premium production was not materially affected
by the direct impacts of the pandemic. We expect there will be impacts to the
timing of loss emergence and ultimate loss ratios for certain coverages. The
industry experienced new issues throughout the pandemic, including the
postponement of civil court cases, the extension of various statutes of
limitations, claim uncertainty due to supply shortages and changes in settlement
trends. Our booked reserves include consideration of these factors, but the
duration and degree to which these issues persist, along with potential
legislative, regulatory or judicial actions, could result in loss reserve
deficiencies and reduce earnings in future periods.

We continue to evaluate all aspects of our operations and are making necessary
adjustments to manage our business as the economic environment evolves.

RESULTS OF OPERATIONS


This section of this Form 10-K generally discusses 2022 and 2021 items
and year-to-year comparisons between 2022 and 2021. Discussions of 2020 items
and year-to-year comparisons between 2021 and 2020 that are not included in this
Form 10-K can be found in Item 7, Management's Discussion and Analysis of
Financial Condition and Results of Operations of the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, incorporated herein by
reference.

Consolidated revenue for 2022 increased $518.7 million from 2021 to $1.7
billion. Net premiums earned for the Group increased 17 percent, driven by
growth from our property and casualty segments. Overall market declines resulted
in $121.0 million of unrealized losses on equity securities in 2022, while
positive market performance resulted in $65.3 million of unrealized gains in our
equity portfolio in 2021. Net investment income increased by 25 percent in 2022,
primarily due to a larger average asset base and higher interest rates relative
to the prior year. The sale of our equity method investment in Maui Jim, Inc.
(Maui Jim) resulted in $571.0 million of realized gains in 2022. Additionally,
we recorded net realized gains in the normal course of rebalancing our
investment portfolio for both years.

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CONSOLIDATED REVENUE                                   Year ended December 31,
(in thousands)                                           2022           2021
Net premiums earned                                  $   1,144,436   $   980,903
Net investment income                                       86,078        68,862
Net realized gains                                         588,515        64,222

Net unrealized gains (losses) on equity securities (121,037) 65,258
Total consolidated revenue

                           $   1,697,992   $ 1,179,245


Net earnings for 2022 totaled $583.4 million, up from $279.4 million in 2021.
Improved underwriting income was bolstered by an increase in investment income
and the gain recognized on the sale of our interest in Maui Jim.

NET EARNINGS                                           Year ended December 31,
(in thousands)                                            2022           2021
Underwriting income                                  $      178,216   $  129,926
Net investment income                                        86,078       68,862
Net realized gains                                          588,515       64,222
Net unrealized gains (losses) on equity securities        (121,037)       65,258
Interest expense on debt                                    (8,047)      (7,677)
General corporate expenses                                 (12,900)     (13,330)
Equity in earnings of unconsolidated investees                9,853       37,060
Earnings before income taxes                         $      720,678   $  344,321
Income tax expense                                        (137,267)     (64,967)
Net earnings                                         $      583,411   $  279,354


UNDERWRITING RESULTS

We achieved our 27th consecutive year of underwriting profit in 2022. Our
ability to continue to produce underwriting income, and do so at margins which
have consistently outperformed the broader industry, is a testament to our
underwriters' discipline throughout the insurance cycle and our continued
commitment to underwriting for a profit. We believe our underwriting discipline
can differentiate the Company from the broader insurance market by ensuring
sound risk selection and appropriate pricing.

Gross premiums written increased $218.1 million, or 16 percent, in 2022 when
compared to 2021. Growth was achieved in all three segments. Positive rate
movement across most of the casualty and property portfolio and expanded
distribution provided for growth opportunities across most lines. Net premiums
earned increased $163.5 million, or 17 percent, in 2022 when compared to 2021.
Assuming the competitive environment responds rationally to current trends, we
anticipate continued rate increases and further disruption that should create
new opportunities for profitable growth into 2023.

Underwriting results for 2022 included $38.0 million of pretax losses from
Hurricane Ian, as well as $13.0 million of other storm losses. Comparatively,
2021 included $33.6 million of pretax losses and $0.4 million of reinstatement
premium from hurricanes, as well as $25.0 million of other storm losses. Results
for each period benefited from favorable development on prior years' loss
reserves, which provided additional pretax earnings of $122.6 million in 2022,
compared to $125.5 million in 2021. Further discussion of reserve development
can be found in note 6 to the consolidated financial statements within Item 8,
Financial Statements and Supplementary Data.

Bonus and profit-sharing amounts earned by executives, managers and associates
are predominately influenced by corporate performance including operating
earnings, combined ratio and return on capital. Favorable development and other
drivers of growth in book value would increase bonus and profit-sharing
expenses, while catastrophe losses, adverse development and decreased investment
portfolio returns would lead to expense reductions. These performance-related
expenses impact policy acquisition, insurance operating and general corporate
expenses.

In total, underwriting income was $178.2 million on an 84.4 combined ratio in
2022, compared to $129.9 million on an 86.8 combined ratio in 2021. The loss
ratio was 44.9 in 2022, compared to 46.5 in 2021. In addition to lower storm
losses in 2022, the current accident year improved modestly due to lower
attritional, non-catastrophe losses and mix changes. The expense ratio decreased
to 39.5 in 2022, from 40.3 in 2021. The decrease was reflective of improved
leveraging of our expense base, as net premiums earned continued to grow, and
lower levels of bonus and profit-sharing expenses, resulting from negative
investment returns during the year.

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We remain optimistic about the expected underlying profitability of our
portfolio. However, the January 1, 2023 reinsurance renewals did result in
changes to the reinsurance structures in place for 2023. In the past, we have
been able to access low attaching earnings protection from high-quality
reinsurers at favorable prices. We evaluate the risk-reward equation carefully
at each reinsurance renewal and our strong capital base provides the option to
take more net exposure where the expected reinsurance ceded margins exceed a
fair return. As a result of the current property reinsurance market, we
increased our retentions, changed from prepaid to paid reinstatements on most
layers and took mid-double-digit rate increases, on a risk-adjusted basis, on
our property and catastrophe treaties. For our casualty treaties,
co-participations increased and risk-adjusted rate change will be flat to up low
double digits, depending on the line of business. Given increased reinsurance
prices, we believe retaining more of our gross portfolio is an efficient use of
our capital. We expect our reinsurance strategy going forward to primarily focus
on buying traditional reinsurance from financially secure partners who support
concurrent terms and have high regard for our business model of disciplined
underwriting.

The following tables and narrative provide a more detailed look at individual
segment performance over the last two years.

GROSS PREMIUMS WRITTEN AND NET PREMIUMS EARNED


                                     Gross Premiums Written                    Net Premiums Earned
(in thousands)                   2022          2021       % Change         2022         2021      % Change
CASUALTY
Commercial excess and
personal umbrella             $   325,218   $   283,242         15 %    $   253,921   $ 219,437         16 %
General liability                 110,659        99,017         12 %        100,374      90,853         10 %
Commercial transportation         123,099       106,432         16 %       
 96,992      83,352         16 %
Professional services             103,922        96,735          7 %         95,187      88,855          7 %
Small commercial                   72,347        68,475          6 %         67,673      64,660          5 %
Executive products                103,742       136,078       (24) %         26,606      21,873         22 %
Other casualty                     87,244        81,605          7 %         71,079      64,609         10 %
Total casualty                $   926,231   $   871,584          6 %    $   711,832   $ 633,639         12 %

PROPERTY
Commercial property           $   326,609   $   202,855         61 %    $   163,078   $ 107,941         51 %
Marine                            133,539       112,721         18 %        113,208      97,745         16 %
Other property                     39,313        32,290         22 %         31,600      26,151         21 %
Total property                $   499,461   $   347,866         44 %    $   307,886   $ 231,837         33 %

SURETY
Commercial                    $    55,026   $    51,529          7 %    $    47,652   $  43,738          9 %
Miscellaneous                      48,926        46,599          5 %         45,826      43,982          4 %
Contract                           35,842        29,776         20 %         31,240      27,707         13 %
Total surety                  $   139,794   $   127,904          9 %    $   124,718   $ 115,427          8 %

Grand total                   $ 1,565,486   $ 1,347,354         16 %    $ 1,144,436   $ 980,903         17 %


Casualty

Gross premiums written for the casualty segment were up $54.6 million in 2022.
Gross premiums from commercial excess and personal umbrella increased $42.0
million, due to rate increases and an expanded distribution base. The personal
umbrella market continues to be disrupted, as many of our competitors for
standalone umbrella have reduced their appetite or left the space altogether.
Within the commercial excess category, we wrote $13.8 million of excess energy
liability business, which we have decided to run off throughout 2023.

Increases in new construction projects, outside of the competitive New York City
construction market, led to the increase in general liability premium.
Commercial transportation premium increased by $16.7 million, driven by our
public transportation line, where customers put vehicles back in service on
policies that were suspended throughout the first two years of the pandemic.
Executive products premium decreased as a result of a more competitive market
and the exit from our large account cyber and representations and warranties
programs.

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Property

Gross premiums written for the property segment were up $151.6 million in 2022.
Our commercial property business was up $123.8 million, as rates on wind
exposures continued to increase, building valuations rose and market disruption
provided an opportunity to grow while strengthening terms and conditions. We
believe the trend of increasing hurricane rate will continue given the
disorderly market conditions that are further supported by increased reinsurance
costs.

Rate increases, improved retention and new opportunities in the inland marine
space led to $20.8 million of premium growth for our marine product. Other
property premium grew as a result of local underwriting efforts for our Hawaii
homeowners product, which helped us obtain new accounts, and rate increases on
property-exposed GBA business.

Surety


Gross premiums written for the surety segment were up $11.9 million in 2022.
Contract surety benefited from new construction opportunities and larger
contract values, driven by the inflation of material prices and increased public
spending on infrastructure projects. The expansion of existing accounts and new
business resulted in increased premium for commercial surety. The growth in
miscellaneous surety was broad based and has been supported by our focus on
customer experience and technology. We continue to carefully pursue growth
opportunities, while monitoring the financial results of our principals closely,
given the evolving economic environment.

UNDERWRITING INCOME

Underwriting Income
(in thousands)          2022        2021
Casualty              $  73,789   $  95,519
Property                 72,522      11,300
Surety                   31,905      23,107
Total                 $ 178,216   $ 129,926


Combined Ratio   2022   2021
Casualty         89.6   84.9
Property         76.4   95.1
Surety           74.4   80.0
Total            84.4   86.8


Casualty

Underwriting income for the casualty segment was $73.8 million on an 89.6
combined ratio in 2022, compared to $95.5 million on an 84.9 combined ratio in
2021. The decline was the result of decreased favorable development on prior
accident years' reserves, which was partially offset by improved current
accident year performance.

Favorable development on prior accident years' loss reserves contributed to
underwriting earnings in each of the past two years. The total benefit from
favorable development on prior years' reserves was $87.2 million for 2022, which
was experienced across accident years 2016 and 2018 through 2021. Favorable
development was widespread, with notable amounts from general liability,
professional services, commercial excess, transportation, small commercial and
executive products. No product experienced significant adverse development.
Comparatively, results for the casualty segment in 2021 included favorable
development of $108.6 million, with the bulk of the development attributable to
general liability, transportation, professional services, commercial excess and
personal umbrella across accident years 2014 through 2020. Hurricane and storm
losses on casualty-oriented package policies that include property coverage
resulted in $8.3 million of losses in 2022, compared to $4.1 million in 2021.

The segment's loss ratio was 53.6 in 2022, compared to 49.2 in 2021. The higher
loss ratio in 2022 was due to the lower amounts of favorable development on
prior years' reserves and increased current year hurricane and storm losses on
casualty-oriented package policies. The expense ratio for the casualty segment
was 36.0 in 2022, compared to 35.7 in 2021.

Property

Underwriting income from the property segment was $72.5 million on a 76.4
combined ratio in 2022, compared to $11.3 million on a 95.1 combined ratio in
2021. Underwriting results for 2022 included $24.9 million of favorable
development on prior years' loss


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and catastrophe reserves, largely from the marine business, $31.2 million of
hurricane losses and $11.5 million of other storm losses. Comparatively, results
for 2021 included $11.0 million of favorable development on prior years' loss
and catastrophe reserves, primarily from the marine business, $32.2 million of
hurricane losses and $22.3 million of other storm losses.

A larger earned premium base resulted in higher levels of underwriting income as
well as lower loss and expense ratios. The segment's loss ratio was 39.2 in
2022, compared to 56.0 in 2021. Catastrophe losses added 14 points to the loss
ratio in 2022, compared to 24 points of impact in 2021. Lower attritional losses
in the current accident year also led to an improved loss ratio in 2022. The
expense ratio for the property segment declined to 37.2 in 2022, from 39.1
in
2021.

Surety
Underwriting income for the surety segment totaled $31.9 million on a 74.4
combined ratio in 2022, compared to $23.1 million on an 80.0 combined ratio in
2021. Underwriting performance for each year reflects a combination of positive
current accident year results and favorable development in prior accident years'
loss reserves. The current accident year combined ratio for each period has been
in the low to mid 80s. Results for 2022 included favorable development on prior
accident years' reserves, which decreased loss and settlement expenses for the
segment by $10.4 million. Comparatively, 2021 results included favorable
development on prior accident years' reserves, which decreased loss and
settlement expenses for the segment by $5.9 million.

The segment's loss ratio was 9.8 in 2022, compared to 13.0 in 2021. An increased
amount of favorable development on prior years' reserves in 2022 led to a lower
loss ratio. The expense ratio for the surety segment was 64.6 in 2022, down from
67.0 in 2021, as 2022 had a higher earned premium base that allowed for a better
leveraging of expenses.

NET INVESTMENT INCOME AND REALIZED INVESTMENT GAINS


During 2022, net investment income increased by 25 percent. The increase was
primarily due to an increased asset base and higher interest rates relative to
the prior year. The average annual yields on our investments were as follows for
2022 and 2021:

                             2022   2021
PRETAX YIELD
Taxable (on book value)      2.94 % 2.76 %
Tax-exempt (on book value)   2.71 % 2.63 %
Equities (on fair value)     2.20 % 2.07 %

AFTER-TAX YIELD
Taxable (on book value)      2.32 % 2.18 %
Tax-exempt (on book value)   2.57 % 2.49 %
Equities (on fair value)     1.91 % 1.80 %


The after-tax yield reflects the different tax rates applicable to each category
of investment. Our taxable fixed income securities were subject to a corporate
tax rate of 21.0 percent, our tax-exempt municipal securities were subject to a
tax rate of 5.3 percent and our dividend income was generally subject to a tax
rate of 13.1 percent. During 2022, the average after-tax yield on the taxable
fixed income portfolio was 2.3 percent, an increase from 2.2 percent in the
prior year. The average after-tax yield on the tax-exempt portfolio increased
slightly to 2.6 percent.

The fixed income portfolio increased by $257.1 million during the year, as the
majority of operating cash flows were allocated to the fixed income portfolio.
The tax-adjusted total return on a mark-to-market basis was -11.1 percent. Our
equity portfolio decreased by $115.4 million to $498.4 million in 2022 as a
result of a decline in equity market returns during the year. The total return
for the year on the equity portfolio was -13.8 percent.

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Our investment results for the last five years are shown in the following table:

                                                                                                    Tax
                                                                                     Pre-tax     Equivalent
                                                                                    Annualized   Annualized
                                                                     Change in      Return on    Return on
                    Average           Net                            Unrealized        Avg.         Avg.
                   Invested       Investment       Net Realized     Appreciation     Invested     Invested
(in thousands)    Assets (1)     Income (2)(3)     Gains (3)(4)        (3)(5)         Assets       Assets
     2018         $ 2,167,510   $        62,085   $       63,407   $    (140,513)        (0.7) %      (0.6) %
     2019           2,377,295            68,870           17,520          161,848         10.4 %       10.5 %
     2020           2,698,721            67,893           17,885           99,451          6.9 %        6.9 %
     2021           3,000,025            68,862           64,222          (6,280)          4.2 %        4.3 %
     2022           3,217,635            86,078          588,515        (462,981)          6.6 %        6.6 %
   5-yr Avg.      $ 2,692,237   $        70,758   $      150,310   $     (69,695)          5.5 %        5.5 %

(1) Average amounts at beginning and end of year (inclusive of cash and

short-term investments).

(2) Investment income, net of investment expenses.

(3) Before income taxes.

(4) Net realized gains for 2022 include $571.0 million of gain from the sale of

our equity method investment in Maui Jim.

(5) Relates to available-for-sale fixed income and equity securities.



In 2022, we recognized $20.3 million in net realized gains in the equity
portfolio, $3.0 million in net realized losses in the fixed income portfolio and
$571.2 million in other net realized gains, primarily from our sale of Maui Jim.
In 2021, we recognized $62.5 million in net realized gains in the equity
portfolio, $1.9 million in net realized gains in the fixed income portfolio and
$0.2 million in other net realized losses.

Investment income was aided by higher interest rates in 2022, as the Federal
Reserve raised the Fed Funds target to fight inflation. As we enter 2023, the
path of rates remains uncertain as policy makers try to cap inflation without
sending the economy into recession. Should current yields increase or simply
hold for most of the year, investment income will likely increase in 2023.
However, if shorter term rates decline, investment income growth may be limited.

INVESTMENTS

We maintain a diversified investment portfolio with a prudent mix of fixed
income and risk assets. We continually monitor economic conditions, our capital
position and the insurance market to determine our tactical allocation. As of
December 31, 2022, the portfolio had a fair value of $3.3 billion, an increase
of $109.3 million from the end of 2021. Excluding U.S. government and agency
issues, no single issuer in either the fixed income or equity portfolio
represented more than 1 percent of invested assets.

We determined the fair value of certain financial instruments based on their
underlying characteristics and relevant transactions in the marketplace. We
maximize the use of observable inputs and minimize the use of unobservable
inputs when measuring fair value. For additional information, see notes 1 and 2
to the consolidated financial statements within Item 8, Financial Statements and
Supplementary Data.

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As of December 31, 2022, our investment portfolio had the following asset
allocation breakdown:

                                            Cost or                       Unrealized    % of Total
(in thousands)                           Amortized Cost    Fair Value    Gain/(Loss)    Fair Value   Quality*
U.S. government                         $        462,884   $   454,021   $    (8,863)         13.9 %   AAA
U.S. agency                                       75,074        73,063        (2,011)          2.2 %   AA+
Non-U.S. government & agency                       6,798         5,847     
    (951)          0.2 %   BBB+
Agency MBS                                       373,687       331,806       (41,881)         10.1 %   AAA
ABS/CMBS/MBS**                                   276,126       240,736       (35,390)          7.4 %   AA+
Corporate                                      1,122,097     1,034,330       (87,767)         31.6 %    A-
Municipal                                        628,607       527,147      (101,460)         16.1 %    AA
Total fixed income                      $      2,945,273   $ 2,666,950   $  (278,323)         81.5 %   AA-
Equities                                         328,019       498,382        170,363         15.2 %
Short-term investments                            36,229        36,229              -          1.1 %
Other invested assets                             43,980        47,922          3,942          1.5 %
Cash                                              22,818        22,818              -          0.7 %
Total portfolio                         $      3,376,319   $ 3,272,301   $ 

(104,018) 100.0 %

*Quality ratings provided by Moody's, S&P and Fitch

**Non-agency asset-backed, commercial mortgage-backed and mortgage-backed
securities

Quality in the previous table and in all subsequent tables is an average of each
bond's credit rating, adjusted for its relative weighting in the portfolio.


Fixed income represented 82 percent of our total 2022 portfolio, up from
76 percent in 2021. As of December 31, 2022, the fair value of our fixed income
portfolio consisted of 42 percent AAA-rated securities, 19 percent AA-rated
securities, 20 percent A-rated securities, 11 percent BBB-rated securities and
8 percent non-investment grade or non-rated securities. This compares to
36 percent AAA-rated securities, 23 percent AA-rated securities, 20 percent
A-rated securities, 13 percent BBB-rated securities and 8 percent non-investment
grade or non-rated securities in 2021.

In selecting the maturity of securities in which we invest, we consider the
relationship between the duration of our fixed income investments and the
duration of our liabilities, including the expected ultimate payout patterns of
our reserves. We believe that both liquidity and interest rate risk can be
minimized by such asset/liability management. As of December 31, 2022, our fixed
income portfolio's duration was 4.2 years.

Consistent underwriting income allows a portion of our investment portfolio to
be invested in equity securities and other risk asset classes. Equities
comprised 15 percent of our total 2022 portfolio, down from 19 percent at the
end of 2021, as we reduced our risk asset profile and equity markets declined
over the course of the year. Securities within the equity portfolio are well
diversified and are primarily invested in broad index exchange traded funds
(ETFs). Our actively managed equity strategy has a preference for dividend
income and value-oriented security selection with low turnover, which minimizes
transaction costs and taxes throughout our long investment horizon.

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FIXED INCOME PORTFOLIO

As of December 31, 2022, our fixed income portfolio had the following rating
distributions:

FAIR VALUE                                                                             Below
                                                                                     Investment
(in thousands)                        AAA          AA           A          BBB         Grade        No Rating    Fair Value
Bonds:
U.S. government & agency (GSE)    $   475,159   $  51,925   $       -   $  
    -   $          -   $         -   $   527,084
Non-U.S. government & agency                -           -       1,677       4,170              -             -         5,847
Corporate - industrial                 19,840      49,528     170,110     197,396         36,438         3,027       476,339
Corporate - financial                   9,628      43,221     223,638      72,586         12,202             -       361,275
Corporate - utilities                   1,036         928      28,502      25,231          4,419             -        60,116
Corporate industrial - private
placements                                  -           -           -       3,291         70,377        20,729        94,397
Corporate financial - private
placements                                  -           -           -           -          8,791        31,915        40,706
Corporate utilities - private
placements                                  -           -           -           -            485         1,012         1,497
Municipal                             126,973     334,961      64,768           -              -           445       527,147
Structured:
GSE - RMBS                            274,032           -           -           -              -             -       274,032
Non-GSE RMBS                           76,626      14,249       1,446           -              -             -        92,321
CLO                                    24,251       3,820           -           -              -         2,336        30,407
ABS - auto loans                        5,207      10,991           -           -              -             -        16,198
ABS - railcars                              -           -      13,923           -              -             -        13,923
All other ABS/MBS                      11,370       1,873      21,919           -              -        11,132        46,294
GSE - CMBS                             57,774           -           -           -              -             -        57,774
CMBS                                   26,997       3,273      11,323           -              -             -        41,593
Total                             $ 1,108,893   $ 514,769   $ 537,306   $ 302,674   $    132,712   $    70,596   $ 2,666,950

Mortgage-Backed, Asset-Backed and Commercial Mortgage-Backed Securities

We believe mortgage-backed securities (MBS), asset-backed securities (ABS) and
commercial mortgage-backed securities (CMBS) add diversification, liquidity,
credit quality and additional yield to our portfolio. The following table
summarizes the distribution of our mortgage-backed securities (MBS) portfolio by
investment type, as of December 31:

(in thousands)                Amortized Cost     Fair Value    % of Total
2022
Pass-throughs                $        238,259   $    214,226         64.6 %
Planned amortization class             71,051         59,806         18.0 %
Sequential                             64,377         57,774         17.4 %
Total                        $        373,687   $    331,806        100.0 %

2021
Pass-throughs                $        187,456   $    190,512         51.9 %
Planned amortization class             95,182         93,095         25.3 %
Sequential                             80,223         83,580         22.8 %
Total                        $        362,861   $    367,187        100.0 %


Agency MBS represented 12 percent of the fixed income portfolio, compared to
15 percent as of December 31, 2021. Our objective for the agency MBS portfolio
is to provide reasonable cash flow stability where we are compensated for the
call risk associated with residential refinancing. The agency MBS portfolio
includes mortgage-backed pass-through securities and collateralized mortgage
obligations (CMO), which include planned amortization classes and sequential pay
structures. As of December 31, 2022, all of the securities in our agency MBS
portfolio were rated AAA and issued by Government Sponsored Enterprises (GSEs)
such as the Governmental National Mortgage Association, Federal National
Mortgage Association or the Federal Home Loan Mortgage Corporation.

Variability in the average life of principal repayment is an inherent risk of
owning mortgage-related securities. However, we reduce our portfolio's exposure
to prepayment risk by seeking characteristics that tighten the probable
scenarios for expected cash

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flows. As of December 31, 2022, the agency MBS portfolio contained 65 percent of
pure pass-throughs, compared to 52 percent as of December 31, 2021. An
additional 17 percent of the MBS portfolio was invested in sequential payer,
down from 23 percent in 2021.

The following table summarizes the distribution of our asset-backed and
commercial mortgage-backed securities portfolio as of December 31:

                 Amortized
(in thousands)      Cost       Fair Value    % of Total
2022
Non-GSE RMBS     $  109,852   $     92,321         38.4 %
CMBS                 49,333         41,593         17.3 %
CLO                  31,393         30,407         12.6 %
Auto                 17,194         16,198          6.7 %
Railcars             16,072         13,923          5.8 %
Consumers            12,241         10,904          4.5 %
Marine                8,554          7,319          3.0 %
Other                31,487         28,071         11.7 %
Total            $  276,126   $    240,736        100.0 %

2021
Non-GSE RMBS     $   79,281   $     78,497         29.7 %
CMBS                 55,293         55,592         21.1 %
CLO                  34,305         34,362         13.0 %
Auto                 17,401         17,491          6.6 %
Railcars             15,383         15,245          5.8 %
Consumers            12,242         12,442          4.7 %
Marine                9,353          9,253          3.5 %
Other                41,015         41,172         15.6 %
Total            $  264,273   $    264,054        100.0 %

An ABS, CMBS or non-agency residential mortgage-backed security (RMBS) is a
securitization collateralized by the cash flows from a specific pool of
underlying assets. These asset pools can include items such as credit card
payments, auto loans, structured bank loans in the form of collateralized loan
obligations (CLOs) and residential or commercial mortgages. As of December 31,
2022, ABS/CMBS/RMBS investments were 9 percent of the fixed income portfolio,
compared to 11 percent as of December 31, 2021. Sixty percent of the securities
in the ABS/CMBS/RMBS portfolio were rated AAA as of December 31, 2022, while
94 percent were rated A or better. We believe that ABS/CMBS investments often
add superior cash flow stability over mortgage pass-throughs or CMOs.

When making investments in MBS/ABS/CMBS, we evaluate the quality of the
underlying collateral, the structure of the transaction, which dictates how any
losses in the underlying collateral will be distributed, and prepayment risks.
We had $77.3 million in unrealized losses in these asset classes as of
December 31, 2022.

Municipal Fixed Income Securities


As of December 31, 2022, municipal bonds composed 20 percent of our fixed income
portfolio, compared to 27 percent as of December 31, 2021. We believe municipal
fixed income securities can provide diversification and additional
tax-advantaged yield to our portfolio. Our objective for the municipal fixed
income portfolio is to provide reasonable cash flow stability and increased
after-tax yield.

Our municipal fixed income portfolio is comprised of general obligation (GO) and
revenue securities. The revenue sources include sectors such as sewer and water,
public improvement, school, transportation and colleges and universities. As of
December 31, 2022, approximately 46 percent of the municipal fixed income
securities in the investment portfolio were GO and the remaining 54 percent were
revenue based. The municipal portfolio is diversified amongst 324 issues.

Eighty-eight percent of our municipal fixed income securities were rated AA or
better, while 99 percent were rated A or better. The municipal portfolio
includes 52 percent taxable and 48 percent tax-exempt securities.

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Corporate Debt Securities
As of December 31, 2022, our corporate debt portfolio comprised 39 percent of
the fixed income portfolio, compared to 40 percent as of December 31, 2021. The
corporate allocation includes floating rate bank loans and bonds that are below
investment grade in credit quality and offer incremental yield over our core
fixed income portfolio. Non-investment grade bonds totaled $132.7 million while
non-rated Regulation D securities totaled $53.7 million at the end of 2022.
While these Regulation D securities are not rated by a traditional nationally
recognized statistical rating organization, they all carry an equivalent
investment-grade rating from the Securities Valuation Office of the NAIC. The
corporate debt portfolio has an overall quality rating of A- diversified among
830 issues.

The table below illustrates our corporate debt exposure as of December 31, 2022.
Private placements include bank loan and Regulation D securities.

                                             Amortized
(in thousands)                                 Cost       Fair Value    % of Total
Bonds:
Corporate - industrial                      $   516,841   $   476,339         46.1 %
Corporate - financial                           393,330       361,275         34.9 %
Corporate - utilities                            65,636        60,116          5.8 %
Corporate industrial - private placements        99,696        94,397          9.1 %
Corporate financial - private placements         45,005        40,706          4.0 %
Corporate utilities - private placements          1,589         1,497      
   0.1 %
Total                                       $ 1,122,097   $ 1,034,330        100.0 %

We believe corporate debt investments add diversification and additional yield
to our portfolio.


EQUITY SECURITIES

As of December 31, 2022, our equity portfolio comprised 15 percent of the
investment portfolio, down from 19 percent at the end of the previous year. The
securities within the equity portfolio are well diversified and are primarily
invested in broad index ETFs that represent market indexes similar to the
Russell 1000 Index, Russell 3000 Index, S&P 500 Index and S&P 600 Index. The ETF
portfolio is congruent with the actively managed equity portfolios and solves
for exposures that line up with our overall benchmark index, the Russell 3000.
In total, the equity portfolio is comprised of 90 securities.

INTEREST AND GENERAL CORPORATE EXPENSE


We incurred $8.0 million of interest expense on outstanding debt during 2022 and
$7.7 million in 2021. At December 31, 2022 and 2021, our long-term debt
consisted of $150.0 million in senior notes maturing September 15, 2023 and
paying interest semi-annually at a rate of 4.875 percent. Additionally, RLI Ins.
borrowed $50.0 million from the Federal Home Loan Bank of Chicago that matures
on November 10, 2023 and pays interest monthly at an annualized rate of
0.84 percent.

We incurred $12.9 million of general corporate expense during 2022 and $13.3
million in 2021. As discussed previously, general corporate expenses tend to
fluctuate relative to our incentive compensation plans. Our compensation model
measures components of comprehensive earnings against a minimum required return
on our capital. Bonuses are earned as we generate earnings in excess of this
required return. In 2022 and 2021, we exceeded the required return, resulting in
the accrual of executive bonuses. Market declines in 2022 resulted in lower
variable compensation earned than in 2021.

INVESTEE EARNINGS


We owned a 40 percent equity interest in Maui Jim, a manufacturer of
high-quality sunglasses, but sold our interest in 2022. For more information on
the sale, see note 13 to the consolidated financial statements within Item 8,
Financial Statements and Supplementary Data. Our investment in Maui Jim was
carried at the RLI Corp. holding company level, as it was not core to our
insurance operations. In 2022, we recorded $0.4 million in earnings from this
investment, compared to $22.8 million in 2021. The decrease in 2022 was
attributable to transaction costs associated with the sale.

As of December 31, 2022, we had a 23 percent interest in the equity and earnings
of Prime. Prime writes business through two Illinois domiciled insurance
carriers, Prime Insurance Company, an excess and surplus lines company, and
Prime Property and Casualty Insurance Inc., an admitted insurance company. As a
private company, the market for Prime's stock is limited. While we have certain
rights under our shareholder agreement, we are subject to the decisions of the
controlling shareholder, which may impact

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the value of our investment. In 2022, we recorded $13.0 million in investee
earnings for Prime, compared to $17.0 million in 2021. Additionally, we maintain
a quota share reinsurance treaty with Prime, which contributed $20.6 million of
gross premiums written and $22.6 million of net premiums earned during 2022,
compared to $22.2 million of gross premiums written and $19.1 million of net
premiums earned during 2021.

We did not receive a dividend from our equity method investments in 2022 or
2021. Dividends from our equity method investees have been irregular in nature,
and while they provide added liquidity when received, we do not rely on those
dividends to meet our liquidity needs.

INCOME TAXES


Our effective tax rates were 19.0 percent and 18.9 percent for 2022 and 2021,
respectively. Effective rates are dependent upon components of pretax earnings,
which is impacted by the volatility of unrealized gains and losses, and the
related tax effects. The effective rate was higher in 2022 due to higher levels
of pretax earnings, which decreased the impact of tax-favored adjustments, such
as investment tax credits and excess tax benefits on share-based compensation.

Dividends paid to our Employee Stock Ownership Plan (ESOP) result in a tax
deduction. Dividends paid to the ESOP in 2022 and 2021 resulted in tax benefits
of $4.2 million and $1.6 million, respectively. These tax benefits reduced the
effective tax rate for 2022 and 2021 by 0.6 percent and 0.5 percent,
respectively.

NET UNPAID LOSSES AND SETTLEMENT EXPENSES


The primary liability on our balance sheet relates to unpaid losses and
settlement expenses, which represents our estimated liability for losses and
related settlement expenses before considering offsetting reinsurance balances
recoverable. The largest asset on our balance sheet, outside of investments, is
the reinsurance balances recoverable on unpaid losses and settlement expenses,
which serves to offset this liability. The liability can be split into two
parts: (1) case reserves representing estimates of losses and settlement
expenses on known claims and (2) IBNR reserves representing estimates of losses
and settlement expenses on claims that have occurred but have not yet been
reported to the Company. Our gross liability for both case and IBNR reserves is
reduced by reinsurance balances recoverable on unpaid losses and settlement
expenses to calculate our net reserve balance. This net reserve balance
increased to $1.6 billion at December 31, 2022, from $1.4 billion as of
December 31, 2021. This reflects incurred losses of $514.4 million in 2022
offset by paid losses of $374.3 million, compared to incurred losses of $456.6
million offset by $327.5 million paid in 2021. For more information on the
changes in loss and LAE reserves by segment, see note 6 to the consolidated
financial statements within Item 8, Financial Statements and Supplementary Data.

Gross reserves (liability) and the reinsurance balances recoverable (asset) are
generally subject to the same influences that affect net reserves, though
changes to our reinsurance agreements can cause reinsurance balances recoverable
to behave differently. Total gross loss and LAE reserves increased to $2.3
billion at December 31, 2022, from $2.0 billion at December 31, 2021, while
ceded loss and LAE reserves increased to $740.1 million from $608.1 million over
the same period.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

We have three primary types of cash flows: (1) operating cash flows, which
consist mainly of cash generated by our underwriting operations and income
earned on our investment portfolio, (2) investing cash flows related to the
purchase, sale and maturity of investments and (3) financing cash flows that
impact our capital structure, such as changes in debt, issuance of common stock
and dividend payments. The following table summarizes these three cash flows
over the last two years:

(in thousands)                                           2022          2021
Net cash provided by operating activities             $   250,448   $   

384,905

Net cash provided by (used in) investing activities 48,879 (274,826)
Net cash used in financing activities

                   (365,313)      

(83,492)



We have posted positive operating cash flow in the last two years. Variations in
operating cash flow between periods are largely driven by the volume and timing
of premium receipt, claim payments, reinsurance and taxes. In addition,
fluctuations in insurance operating expenses impact operating cash flow. During
2022, we received $686.6 million of cash proceeds from the sale of our equity
method investment in Maui Jim, which were classified as investing cash flows.
However, tax payments associated with Maui Jim were classified as operating
activities and totaled $141.5 million. Excluding the tax payments related to
Maui Jim, operating cash flows in

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2022 would have been similar to 2021. During 2022, the majority of cash outflows
were associated with the net purchase of fixed income securities, classified as
investing activities, and the payment of our regular quarterly dividends and
$7.00 per share special dividend, classified as financing activities.

We have entered into certain contractual obligations that require the Company to
make recurring payments. The following table summarizes our contractual
obligations as of December 31, 2022:


                                                                         Payments due by period
(in thousands)                                      Less than 1 year    1-3

years 3-5 years More than 5 years Total
Loss and settlement expense reserves

                $         680,563   $  811,265   $  433,770   $           390,039   $ 2,315,637
Current portion of long-term debt                             200,000      
     -            -                     -       200,000
Interest on debt                                                7,735                         -                     -         7,735
Operating leases                                                5,578        5,844        2,137                 1,587        15,146
Other invested assets and equity method investees              10,493      
 2,894           38                    71        13,496
Total                                               $         904,369   $  820,003   $  435,945   $           391,697   $ 2,552,014


Loss and settlement expense reserves represent our best estimate of the ultimate
cost of settling reported and unreported claims and related expenses. As
discussed previously, the estimation of loss and loss expense reserves is based
on various complex and subjective judgments. Actual losses and settlement
expenses paid may deviate, perhaps substantially, from the reserve estimates
reflected in our financial statements. Similarly, the timing for payment of our
estimated losses is not fixed and is not determinable on an individual or
aggregate basis. The assumptions used in estimating the payments due by periods
are based on our historical claims payment experience. Due to the uncertainty
inherent in the process of estimating the timing of such payments, there is a
risk that the amounts paid in any period can be significantly different than the
amounts disclosed above. Amounts disclosed above are gross of anticipated
amounts recoverable from reinsurers. Reinsurance balances recoverable on unpaid
loss and settlement reserves are reported separately as assets, instead of being
netted with the related liabilities, since reinsurance does not discharge the
Company of its liability to policyholders. Reinsurance balances recoverable on
unpaid loss and settlement reserves totaled $740.1 million at December 31, 2022,
compared to $608.1 million in 2021.

The next largest contractual obligation relates to debt outstanding. On
October 2, 2013, we completed a public debt offering of $150.0 million in senior
notes maturing September 15, 2023, (a 10-year maturity) and paying interest
semi-annually at the rate of 4.875 percent. The notes were issued at a discount
resulting in proceeds, net of discount and commission, of $148.6 million.
Additionally, RLI Ins. borrowed $50.0 million from the Federal Home Loan Bank of
Chicago on November 10, 2021. The borrowing matures on November 10, 2023 and has
an option to pay off the debt early beginning on November 10, 2022. Interest is
paid monthly at an annualized rate of 0.84 percent. We are not party to any
off-balance sheet arrangements. See note 4 to the consolidated financial
statements within Item 8, Financial Statements and Supplementary Data for more
information on our long-term debt. Additionally, see note 2 to the consolidated
financial statements within Item 8, Financial Statements and Supplementary Data
for information on our obligations for other invested assets.

Our primary objective in managing our capital is to preserve and grow
shareholders' equity and statutory surplus to improve our competitive position
and allow for expansion of our insurance operations. Our insurance subsidiaries
must maintain certain minimum capital levels in order to meet the requirements
of the states in which we are regulated. Our insurance companies are also
evaluated by rating agencies that assign financial strength ratings that measure
our ability to meet our obligations to policyholders over an extended period of
time.

We have historically grown our total capital as a result of three sources of
funds: (1) earnings on underwriting and investing activities, (2) appreciation
in the value of our investments and (3) the issuance of common stock and debt.

At December 31, 2022, we had cash, short-term investments and other investments
maturing within one year of approximately $390.9 million and an additional
$908.5 million of investments maturing between 1 to 5 years. We maintain a
revolving line of credit with Bank of Montreal, Chicago Branch, which permits us
to borrow up to an aggregate principal amount of $60.0 million. Under certain
conditions, the line may be increased up to an aggregate principal amount of
$120.0 million. The facility has a three-year term that expires on March 27,
2023. This facility replaced the previous $50.0 million facility with JP Morgan
Chase Bank N.A., which was set to expire on May 24, 2020. As of and during
the year ended December 31, 2022, no amounts were outstanding on these
facilities.

Additionally, two of our insurance companies, RLI Ins. and Mt. Hawley, are
members of the Federal Home Loan Bank of Chicago (FHLBC). Membership in the
Federal Home Loan Bank system provides both companies with access to an
additional source of liquidity via a secured lending facility. Based on
qualifying assets and the $50.0 million borrowing outstanding at year-end,


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additional aggregate borrowing capacity is approximately $14.9 million. However,
under certain circumstances, that capacity may be increased based on additional
FHLBC stock purchased and available collateral. Our membership allows each
insurance subsidiary to determine tenor and structure at the time of borrowing.

We believe that cash generated by operations, cash generated by investments and
cash available from financing activities will provide sufficient sources of
liquidity to meet our anticipated needs over the next 12 to 24 months. We have
consistently generated positive operating cash flow. The primary factor in our
ability to generate positive operating cash flow is underwriting profitability,
which we have achieved for 27 consecutive years.

OPERATING ACTIVITIES


The following list highlights some of the major sources and uses of cash flow
from operating activities:

Sources                                      Uses
Premiums received                            Claims
Loss payments from reinsurers                Ceded premium to reinsurers
Investment income (interest and dividends)   Commissions paid
Funds held                                   Operating expenses
                                             Interest expense
                                             Income taxes
                                             Funds held


Our largest source of cash is from premiums received from our customers, which
we receive at the beginning of the coverage period for most policies. Our
largest cash outflow is for claims that arise when a policyholder incurs an
insured loss. Because the payment of claims occurs after the receipt of the
premium, often years later, we invest the cash in various investment securities
that earn interest and dividends. We use cash to pay commissions to brokers and
agents, as well as to pay for ongoing operating expenses such as salaries, rent,
taxes and interest expense. We also utilize reinsurance to manage the risk that
we take on our policies. We cede, or pay out, part of the premiums we receive to
our reinsurers and collect cash back when losses subject to our reinsurance
coverage are paid.

The timing of our cash flows from operating activities can vary among periods
due to the timing by which payments are made or received. Some of our payments
and receipts, including loss settlements and subsequent reinsurance receipts,
can be significant, so their timing can influence cash flows from operating
activities in any given period. We are subject to the risk of incurring
significant losses on catastrophes, both natural (such as earthquakes and
hurricanes) and man-made (such as terrorism). If we were to incur such losses,
we would have to make significant claims payments in a relatively concentrated
period of time.

INVESTING ACTIVITIES

The following list highlights some of the major sources and uses of cash flow
from investing activities:


Sources                                   Uses
Proceeds from sale, call or maturity
of bonds                                  Purchase of bonds
Proceeds from sale of stocks              Purchase of stocks
Proceeds from sale of other invested
assets                                    Purchase of other invested assets
                                          Acquisitions
                                          Purchase of property and equipment


We maintain a diversified investment portfolio representing policyholder funds
that have not yet been paid out as claims, as well as the capital we hold for
our shareholders. As of December 31, 2022, our portfolio had a carrying value of
$3.3 billion. Portfolio assets at December 31, 2022, increased by $109.3
million, or 3 percent, from December 31, 2021.

Our overall investment philosophy is designed to first protect policyholders by
maintaining sufficient funds to meet corporate and policyholder obligations and
then generate long-term growth in shareholders' equity. Because our existing and
projected liabilities are sufficiently funded by the fixed income portfolio, we
can improve returns by investing a portion of the surplus (within limits) in a
risk assets portfolio largely made up of equities. As of December 31, 2022,
42 percent of our shareholders' equity was invested in equities, a decrease from
50 percent at December 31, 2021.

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The fixed income portfolio is structured to meet policyholder obligations and
optimize the generation of after-tax investment income and total return.

FINANCING ACTIVITIES

In addition to the previously discussed operating and investing activities, we
also engage in financing activities to manage our capital structure. The
following list highlights some of the major sources and uses of cash flow from
financing activities:

Sources                                  Uses
Proceeds from stock offerings            Shareholder dividends
Proceeds from debt offerings             Debt repayment
Short-term borrowing                     Share buy-backs

Shares issued under stock option plans



Our capital structure is comprised of equity and debt obligations. As of
December 31, 2022, our capital structure consisted of $199.9 million in debt and
$1.2 billion of shareholders' equity. Debt outstanding comprised 15 percent of
total capital as of December 31, 2022.

At the holding company (RLI Corp.) level, we rely largely on dividends from our
insurance company subsidiaries to meet our obligations for paying principal and
interest on outstanding debt, corporate expenses and dividends to RLI Corp.
shareholders. As discussed further below, dividend payments to RLI Corp. from
our principal insurance subsidiary are restricted by state insurance laws as to
the amount that may be paid without prior approval of the insurance regulatory
authorities of Illinois. As a result, we may not be able to receive dividends
from such subsidiary at times and in amounts necessary to pay desired dividends
to RLI Corp. shareholders. On a GAAP basis, as of December 31, 2022, our holding
company had $1.2 billion in equity. This includes amounts related to the equity
of our insurance subsidiaries, which is subject to regulatory restrictions under
state insurance laws. The unrestricted portion of holding company net assets is
comprised primarily of investments and cash, including $240.6 million in liquid
investment assets, which was elevated by the cash proceeds received from the
sale of Maui Jim. Unrestricted funds at the holding company level are available
to fund debt interest, general corporate obligations and regular dividend
payments to our shareholders. If necessary, the holding company also has other
potential sources of liquidity that could provide for additional funding to meet
corporate obligations or pay shareholder dividends, which include a revolving
line of credit, as well as access to the capital markets.

Ordinary dividends, which may be paid by our principal insurance subsidiary
without prior regulatory approval, are subject to certain limitations based upon
statutory income, surplus and earned surplus. The maximum ordinary dividend
distribution from our principal insurance subsidiary in a rolling 12-month
period is limited by Illinois law to the greater of 10 percent of RLI Ins.
policyholder surplus, as of December 31 of the preceding year, or the net income
of RLI Ins. for the 12-month period ending December 31 of the preceding year.
Ordinary dividends are further restricted by the requirement that they be paid
from earned surplus. In 2022 and 2021, our principal insurance subsidiary paid
ordinary dividends totaling $13.0 million and $70.0 million, respectively, to
RLI Corp. Any dividend distribution in excess of the ordinary dividend limits is
deemed extraordinary and requires prior approval from the IDOI. In 2021, our
principal insurance subsidiary sought and received regulatory approval prior to
the payment of extraordinary dividends totaling $110.0 million. No extraordinary
dividends were paid in 2022. As of December 31, 2022, $136.9 million of the net
assets of our principal insurance subsidiary were not restricted and could be
distributed to RLI Corp. as ordinary dividends. Because the limitations are
based upon a rolling 12-month period, the amount and impact of these
restrictions vary over time. In addition to restrictions from our principal
subsidiary's insurance regulator, we also consider internal models and how
capital adequacy is defined by our rating agencies in determining amounts
available for distribution.

Our 187th consecutive dividend payment was declared in February 2023 and will be
paid on March 20, 2023, in the amount of $0.26 per share. Since the inception of
cash dividends in 1976, we have increased our annual dividend every year.

PROSPECTIVE ACCOUNTING STANDARDS


Prospective accounting standards are those which we have not implemented because
the implementation date has not yet occurred. For a discussion of relevant
prospective accounting standards, see note 1.D. to the consolidated financial
statements within Item 8, Financial Statements and Supplementary Data.

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