RLI
Annual Report 2021

Plain-text annual report

2021 RLI CORP. ANNUAL REPORT ON FORM 10K 2021 YEAR IN REVIEW ®® RLI protects customers from life’s uncertainties through industry-leading specialty risk management solutions and service.OUR PURPOSE1FINANCIAL HIGHLIGHTS In thousands, except combined ratio, per-share data and return on equity 2021 2020 % Change Gross premiums written $ 1,347,354 $ 1,136,432 Net premiums written Consolidated revenue Net earnings Operating earnings1 GAAP combined ratio 1,057,533 1,179,245 279,354 177,064 86.8 892,088 983,626 157,091 117,602 92.0 Total shareholders’ equity 1,229,361 1,135,978 Per-share data: Net earnings (diluted) Operating earnings (diluted)1 Cash dividends declared: Regular Special Book value2 Year-end closing stock price Return on equity $ 6.11 $ 3.46 3.87 2.59 0.99 2.00 27.14 0.95 1.00 25.16 112.10 104.15 18.6% 18.5% 19.9% 77.8% 50.6% -5.7% 8.2% 76.6% 49.4% 4.2% 100.0% 7.9% 7.6% 23.2% 15.1% 53.6% 1 See discussion of non-GAAP measures in note 1 of the SELECTED FINANCIAL DATA section on page 12 of the YEAR IN REVIEW wrap. 2 With the inclusion of dividends paid (regular and special), book value per share growth was 20% year over year. 2 LETTER TO SHAREHOLDERS DEAR SHAREHOLDERS, By all measures, 2021 was an outstanding year for RLI. Through the collective efforts of our employee owners and the partners who help us serve our policyholders, we delivered strong financial results. Most notably, we achieved record growth in gross premiums written of 19 percent, while maintaining profitability. While we are pleased with these results, we recognize the true benchmark of success is our ability to generate sustainable long-term value for all stakeholders we serve. With this strategic priority in mind, we invested in many areas of our business to position RLI for the future and strengthened our foundation to support growth. YEAR IN REVIEW The pandemic’s impact on the property and casualty industry was more moderate in 2021. It was a year of transition, with improving market conditions and a positive rate environment supporting top line momentum. Stronger economic activity increased the demand for insurance and the industry continued to be dynamic, with markets, competitors and products evolving rapidly. Market disruption, created by carriers refining their underwriting appetite and reducing capacity, afforded us new growth opportunities. As a specialty insurer with strong producer relationships and a consistent appetite, we were able to readily capitalize on these opportunities. 2021 UNDERWRITING RESULTS Our focus on underwriting for a profit governs RLI’s approach to pricing and risk selection, and provides a solid foundation to enable success over time and through varying market cycles. In 2021, we remained disciplined and focused on serving our customers well, while growing the business. As a result, all of our product segments delivered a strong underwriting performance. We posted underwriting income of $129.9 million and an 86.8 combined ratio, which marked our 26th consecutive year of achieving a combined ratio below 100. In addition to attaining underwriting profitability, we grew gross premiums written by 19 percent to $1.3 billion, which was fueled by broad-based growth across our diverse product portfolio. These results were achieved amid another highly active year of natural catastrophes. CASUALTY RLI’s casualty segment achieved a 16 percent increase in gross premiums written and an 84.9 combined ratio. Growth occurred across all products within the segment, and was largely supported by rate increases and an expanded distribution base. Our outlook on the future potential of our casualty business remains positive. PROPERTY Property segment gross premiums written were up 29 percent year over year and the business posted a 95.1 combined ratio. Segment performance was driven by revenue growth, rate increases and an uptick in submissions. We are optimistic that new business opportunities and rate momentum will continue in the year ahead. 3 LETTER TO SHAREHOLDERS SURETY STATUTORY COMBINED RATIO The surety segment delivered an 80.0 combined ratio and gross premiums written grew 8 percent for the year. Despite the highly competitive environment in the surety space, all products benefitted from new business and partnership opportunities. In the year ahead, we anticipate measured growth in this segment. Overall, our underwriting performance was strong, and our commitment to providing great service and maintaining strong relationships with our partners distinguished us during the year. 2021 INVESTMENT RESULTS In addition to underwriting profit, investment income is another significant source of earnings that provides consistent cash flow to run the business and contributes to financial stability. In 2021, our diversified portfolio performed well against the backdrop of an improving economy. Investment income increased 1.4 percent and the investment portfolio produced a 4.7 percent total return for the year. As always, we continue to apply a conservative strategy with a long-term view to managing our invested assets. Our average statutory combined ratio has outperformed the industry average by 11 points over the last decade. 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Aggregate & Averages – Property/Casualty, United States & Canada. 2012 — 2021. (2) Conning (2021). Property-Casualty Forecast & Analysis: By Line of Insurance, Fourth Quarter 2021. Estimated for the year ended December 31, 2021. 4 P&C Industry* RLI To update graph, go to Object > Graph > Data. The contents of the graph will pop up in a table. Edit the table and click the check mark to apply. Note: Some minor adjustments may be necessary after updating: • Update Values Below graph (these are not updated automatically) • Update shaded area 10-YEAR CUMULATIVE SHAREHOLDER RETURN Over the past 10 years, RLI’s total return to shareholders has outpaced that of the S&P 500 and S&P 500 P&C Index. 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Comparison of 10-year annualized total return: RLI: 17.0% | S&P 500: 16.5% | S&P 500 P&C Index: 16.1% 5 S&P 500 P&C Index S&P 500 RLI 1. To update graph values, go to Object > Graph > Data. The contents of the graph will pop up in a table. Edit the table and click the check mark to apply. Note: Some minor adjustments may be necessary after updating: • Update Values Below graph (these are not updated automatically) 2. To update graph axis, go to Object > Graph > Type. In the pop up menu, make sure to select “Value Axis.” By default “Graphi Options” is visible. DELIVERING VALUE TO OUR SHAREHOLDERS We believe our unique business model and the sound execution of our strategy benefit our customers and enable us to create sustainable value for our shareholders. In 2021, we increased regular dividends for the 46th consecutive year and paid a $2.00 per share special dividend. Over the last 10 years, RLI has returned more than $1.1 billion in dividends to shareholders. Book value growth over time is the ultimate measure of how we create value for shareholders. In 2021, our book value per share, inclusive of dividends, grew by an impressive 20 percent year over year. RLI’s book value has steadily grown over the past 10 years. A CULTURE OF OWNERSHIP Outstanding people are the driving force of our company’s success. Since 1975, RLI has provided employees with an ownership stake in the company through our Employee Stock Ownership Plan (ESOP). We believe the ESOP has enhanced our financial performance and success by fostering shared accountability and strong alignment of employee and shareholder interests. It also motivates employees to instill a higher level of care and commitment into serving our customers. guiding our efforts, we are committed to continue integrating sound and relevant Environmental, Social and Governance principles into our business. This unique ownership culture is a crucial component of our differentiated service model and ongoing profitability. RLI is different, and that’s good for all stakeholders we serve. On behalf of our Board of Directors, thank you for your confidence and investment in RLI. LOOKING FORWARD WITH CONFIDENCE We enter 2022 in a position of strength, with a solid balance sheet, deep customer relationships, differentiated brand and diverse portfolio of specialty insurance products. As we move forward, we will continue to focus on the formula that has enabled our success. That formula focuses on the fundamentals – underwriting discipline, strong partner relationships, superior claim service and exceptional customer support – while remaining agile and continually evolving our business to meet the changing needs of our customers. We are steadfast in our belief that to deliver strong returns for our shareholders, we must also remain a sustainable organization. Our approach to sustainability reflects our focus on doing the right thing – for our customers, our employees, our communities and the environment. With that philosophy Jonathan E. Michael Chairman of the RLI Board of Directors Craig W. Kliethermes President & Chief Executive Officer 6 A SPECIAL THANK YOU This past year was my last serving as CEO. I am extremely honored to have led RLI for the last 20 years, and am proud of the role our company has played in protecting customers from life’s uncertainties through industry- leading specialty risk management solutions and service. My primary goal during the planned transition of the CEO role was to ensure that RLI remains a strong, sustainable enterprise for generations to come. As I look ahead, I’m assured by our strategy, diverse product portfolio and people. I’m confident in Craig Kliethermes’ ability, and that of our entire leadership team, to drive RLI’s success in its next chapter. To our dedicated RLI employee owners across the country, I express my heartfelt thanks for your hard work and commitment to our company. I would also like to thank you, our shareholders, for your support and our Board of Directors for their thoughtful guidance and leadership. I’m proud of what our team has accomplished over the past two decades. It has been a rewarding journey, and the next chapter promises to be just as exciting. Jonathan E. Michael Chairman of the RLI Board of Directors 7 EARNINGS PER SHARE Each share of our stock has generated $17.59 of diluted net earnings since 2016. 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Operations ROE Operations ROE Net EPS Net EPS (Use Group selection tool to edit colors) (Use Group selection tool to edit colors) To update graph, go to Object > Graph > Data. To update graph, go to Object > Graph > Data. The contents of the graph will pop up in a table. Edit the table and click the check mark to apply. The contents of the graph will pop up in a table. Edit the table and click the check mark to apply. After editing graph, some formatting may need to be re-applied: After editing graph, some formatting may need to be re-applied: • Change X Axis values to black fill • Change X Axis values to black fill • Add 2nd decimal back in manually • Add 2nd decimal back in manually This element is the building block This element is the building block for the column design. The %02 is for the column design. The %02 is a code that allows the value to be a code that allows the value to be displayed on the graph. displayed on the graph. 2 0 % 2 0 % 2 0 % 2 2 0 0 % % 2 0 % BOOK VALUE GROWTH WITH DIVIDENDS Over the past five years, RLI has returned more than $505 million in dividends to shareholders. 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To update graph, go to Object > Graph > Data. To update graph, go to Object > Graph > Data. To update graph, go to Object > Graph > Data. The contents of the graph will pop up in a table. The contents of the graph will pop up in a table. Edit the table and click the check mark to apply. Edit the table and click the check mark to apply. The contents of the graph will pop up in a table. Edit the table and click the check mark to apply. Note: Some minor adjustment to formatting may be Note: Some minor adjustment to formatting may be necessary after updating: necessary after updating: Note: Some minor adjustment to formatting may be • Commas added to X Axis values • Commas added to X Axis values necessary after updating: • Verify Legend is accurate • Verify Legend is accurate • Commas added to X Axis values • Verify Legend is accurate Cumulative Dividends Cumulative Dividends Cumulative Dividends Reported Book Value Reported Book Value Reported Book Value 8 ““ OUR LEADERSHIP TEAMBOARD OFDIRECTORS Jonathan E. MichaelDirector since 1997Chairman, RLI Corp. Kaj Ahlmann (2, 3) Director since 2009Retired Global Head of Strategic Services and Chairman, Advisory Board for Deutsche BankMichael E. Angelina (2, 5) Director since 2013Executive in Residence, Maguire Academy of Insurance and Risk Management, Saint Joseph’s UniversityJohn T. Baily (2, 3) Director since 2003Retired President, Swiss Re Capital PartnersCalvin G. Butler, Jr. (2, 3) Director since 2016Senior Executive Vice President, Exelon and CEO, Exelon UtilitiesDavid B. Duclos (1, 4) Director since 2017 Retired CEO, QBE, North AmericaSusan S. Fleming (3, 4) Director since 2018 Executive Educator, Speaker and Angel Investor Jordan W. Graham (1, 4) Director since 2004 Managing Director, Quotient PartnersCraig W. Kliethermes (4, 5) Director since 2021 President & CEO, RLI Corp.Robert P. Restrepo, Jr. (1, 5) Director since 2016 Retired Chairman, CEO & President, State Auto Insurance CompanyDebbie S. Roberts (1, 5) Director since 2018Executive Vice President and COO, PaneraMichael J. Stone (4, 5) Director since 2012 Former President & COO, RLI Insurance Company 1: Human Capital and Compensation Committee 2: Audit Committee 3: Nominating/Corporate Governance Committee 4: Finance and Investment Committee 5: Strategy CommitteeEXECUTIVE TEAMTodd W. Bryant Vice President, Chief Financial OfficerIndustry experience - 28 yearsSeth A. Davis Vice President, ControllerIndustry experience - 26 yearsAaron P. Diefenthaler Vice President, Chief Investment Officer & TreasurerIndustry experience - 20 yearsPatrick D. Ferrell Vice President, Internal Audit Industry experience - 29 yearsJeffrey D. Fick Senior Vice President, Chief Legal Officer & Corporate SecretaryIndustry experience - 17 yearsBryan T. Fowler Vice President, Chief Information Officer Industry experience - 24 years Lisa T. Gates Vice President, Marketing & Communications Industry experience - 11 years9OUR LEADERSHIP TEAM Robert S. Handzel Vice President, Chief Claim Officer Industry experience - 44 years Kevin S. Horwitz Vice President, Innovation Management and Policy Development Industry experience - 21 years Kathleen M. Kappes Vice President, Human Resources Industry experience - 19 years Craig W. Kliethermes President & CEO Industry experience - 37 years Jennifer L. Klobnak Chief Operating Officer Industry experience - 22 years Elizabeth K. McLaughlin Vice President, Chief Claim Counsel Industry experience - 36 years Christopher D. Randall Vice President, Risk Services Industry experience - 27 years Kathleen A. Taylor Vice President, Accounting & Branch Operations Industry experience - 25 years Thomas J. Ward Vice President, Risk Services Industry Experience - 38 years FIELD OFFICERS CASUALTY William R. Bell, III Vice President, Environmental E&S Industry experience - 34 years Chad S. Berberich Vice President, Executive Products Group Industry experience - 25 years Paul C. Dietrich Vice President, Professional Services Group Industry experience - 34 years Justin D. Doss Vice President, Sales & Marketing, Transactional Insurance Solutions Industry experience - 22 years Dennis H. Drees Vice President, Casualty Brokerage Industry experience - 40 years Jeffrey D. Foering Vice President, Energy Casualty Industry experience - 38 years Robert W. Hartje Vice President, Excess Liability Industry experience - 36 years Jill C. Johnson Vice President, Personal Lines Industry experience - 38 years Daniel N. Meyer President, RLI Transportation Industry experience - 21 years Eric J. Raudins Senior Vice President, Transactional Insurance Solutions Industry experience - 31 years Paul J. Simoneau Senior Vice President, E&S Lines Industry experience - 44 years Eric D. White Vice President, Commercial Transactional Insurance Solutions Industry experience - 21 years Robert J. Schauer President, RLI Marine Industry experience - 34 years Jonathan D. Ward Vice President, E&S Property Industry experience - 19 years SURETY Barton W. Davis Vice President, Surety Underwriting Industry experience - 34 years Robert G. Kirk Vice President, Commercial Surety Industry experience - 31 years Brian A. Schick Vice President, Surety Industry experience - 27 years CONTRACTORS BONDING AND INSURANCE COMPANY CLAIM Robert M. Ogle Vice President, Contractors Bonding and Insurance Company Industry experience - 33 years PROPERTY Blake A. Ahrens Vice President, Inland Marine Industry experience - 25 years Matthew R. Campen Vice President, Claim Industry experience - 18 years William J. Irish Vice President, Claim Industry experience - 35 years Nicolas C. Mesco Vice President, Claim Industry experience - 14 years 10 S E L E C T E D F I N A N C I A L D A T A 11 The following is selected financial data of RLI Corp. and subsidiaries for the 10 years ended December 31, 2021. Amounts in thousands, except per share data and combined ratios. 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 OPERATING RESULTS Gross premiums written Consolidated revenue Net earnings Comprehensive earnings Operating earnings(1) Net cash provided by operating activities FINANCIAL CONDITION Total investments and cash Total assets Unpaid losses and settlement expenses Total debt Total shareholders’ equity Statutory surplus(2) SHARE INFORMATION(3) Net earnings per share: Basic Diluted Comprehensive earnings per share: Basic Diluted Operating earnings per share(1): Basic Diluted Cash dividends declared per share: Regular Special Book value per share Closing stock price Stock split Weighted average shares outstanding: Basic Diluted Common shares outstanding $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,347,354 1,136,432 1,065,002 1,179,245 279,354 220,466 177,064 384,905 983,626 157,091 213,310 117,602 263,259 1,003,591 191,642 258,687 116,110 276,917 3,162,968 2,837,081 2,560,360 4,508,302 3,938,485 3,545,721 2,043,555 1,750,049 1,574,352 199,676 149,489 1,229,361 1,135,978 149,302 995,388 1,240,649 1,121,592 1,029,671 983,216 818,123 64,179 30,182 92,088 217,102 2,194,230 3,105,065 1,461,348 149,115 806,842 829,775 6.18 6.11 4.87 4.82 3.91 3.87 0.99 2.00 27.14 112.10 45,230 45,712 45,289 3.49 3.46 4.74 4.70 2.61 2.59 0.95 1.00 25.16 104.15 45,000 45,376 45,143 4.28 4.23 5.78 5.72 2.60 2.57 0.91 1.00 22.18 90.02 44,734 45,257 44,869 84% 91.9 91.1 1.45 1.43 0.68 0.67 2.08 2.05 0.87 1.00 18.13 68.99 44,358 44,835 44,504 99% 94.7 94.0 OTHER NON-GAAP FINANCIAL INFORMATION Net premiums written to statutory surplus(2) Combined ratio(4) Statutory combined ratio(2)(4) 85% 86.8 85.3 80% 92.0 91.8 885,312 797,224 105,028 140,337 102,161 197,525 2,140,790 2,947,244 1,271,503 148,928 853,598 864,554 874,864 816,328 114,920 113,756 92,401 174,463 2,021,827 2,777,633 1,139,337 148,741 823,572 859,976 853,586 794,634 137,544 89,935 111,654 152,586 1,951,543 2,735,465 1,103,785 148,554 823,469 865,268 863,848 775,165 135,445 170,801 114,526 123,085 843,195 705,601 126,255 119,112 111,932 134,966 1,964,285 1,922,058 2,774,284 2,738,912 1,121,040 1,129,433 148,367 845,062 849,297 148,184 828,966 859,221 784,799 660,774 103,346 129,191 86,854 36,240(5) 1,840,881 2,644,520 1,158,483 99,888 796,363 684,072 2.39 2.36 3.19 3.15 2.32 2.30 0.83 1.75 19.33 60.66 2.63 2.59 2.60 2.56 2.11 2.08 0.79 2.00 18.74 63.13 3.18 3.12 2.08 2.04 2.58 2.53 0.75 2.00 18.91 61.75 3.15 3.09 3.97 3.90 2.66 2.61 0.71 3.00 19.61 49.40 44,033 44,500 44,148 87% 96.4 96.2 43,772 44,432 43,945 86% 89.5 89.0 43,299 44,131 43,544 83% 84.5 83.9 43,020 43,819 43,103 83% 84.5 84.1 2.95 2.90 2.79 2.74 2.62 2.57 0.67 1.50 19.29 48.69 200%(3) 42,744 43,514 42,982 78% 83.1 82.2 2.44 2.39 3.04 2.99 2.05 2.01 0.63 2.50 18.73 32.22 42,431 43,160 42,525 87% 89.0 88.0 2021 2020 2019 2018 2017 2016 2015 2014 2013 2012 OPERATING RESULTS Grosspremiumswritten Consolidatedrevenue Netearnings Comprehensiveearnings Operatingearnings(1) Netcashprovidedbyoperatingactivities FINANCIAL CONDITION Totalinvestmentsandcash Unpaidlossesandsettlementexpenses Totalassets Totaldebt Totalshareholders’equity Statutorysurplus(2) SHARE INFORMATION(3) Netearningspershare: Basic Diluted Basic Diluted Basic Diluted Comprehensiveearningspershare: Operatingearningspershare(1): Cashdividendsdeclaredpershare:  Regular  Special Bookvaluepershare Closingstockprice Stocksplit Weightedaveragesharesoutstanding: Basic Diluted Commonsharesoutstanding OTHER NON-GAAP FINANCIAL INFORMATION Netpremiumswrittentostatutorysurplus(2) Combinedratio(4) Statutorycombinedratio(2)(4) $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 1,347,354 1,136,432 1,065,002 1,179,245 279,354 220,466 177,064 384,905 983,626 157,091 213,310 117,602 263,259 1,003,591 191,642 258,687 116,110 276,917 3,162,968 2,837,081 2,560,360 4,508,302 3,938,485 3,545,721 2,043,555 1,750,049 1,574,352 199,676 149,489 1,229,361 1,135,978 149,302 995,388 1,240,649 1,121,592 1,029,671 983,216 818,123 64,179 30,182 92,088 217,102 2,194,230 3,105,065 1,461,348 149,115 806,842 829,775 6.18 6.11 4.87 4.82 3.91 3.87 0.99 2.00 27.14 112.10 45,230 45,712 45,289 3.49 3.46 4.74 4.70 2.61 2.59 0.95 1.00 25.16 104.15 45,000 45,376 45,143 85% 86.8 85.3 80% 92.0 91.8 4.28 4.23 5.78 5.72 2.60 2.57 0.91 1.00 22.18 90.02 44,734 45,257 44,869 84% 91.9 91.1 1.45 1.43 0.68 0.67 2.08 2.05 0.87 1.00 18.13 68.99 44,358 44,835 44,504 99% 94.7 94.0 885,312 797,224 105,028 140,337 102,161 197,525 2,140,790 2,947,244 1,271,503 148,928 853,598 864,554 874,864 816,328 114,920 113,756 92,401 174,463 2,021,827 2,777,633 1,139,337 148,741 823,572 859,976 853,586 794,634 137,544 89,935 111,654 152,586 1,951,543 2,735,465 1,103,785 148,554 823,469 865,268 863,848 775,165 135,445 170,801 114,526 123,085 843,195 705,601 126,255 119,112 111,932 134,966 1,964,285 1,922,058 2,774,284 2,738,912 1,121,040 1,129,433 148,367 845,062 849,297 148,184 828,966 859,221 784,799 660,774 103,346 129,191 86,854 36,240(5) 1,840,881 2,644,520 1,158,483 99,888 796,363 684,072 2.39 2.36 3.19 3.15 2.32 2.30 0.83 1.75 19.33 60.66 2.63 2.59 2.60 2.56 2.11 2.08 0.79 2.00 18.74 63.13 3.18 3.12 2.08 2.04 2.58 2.53 0.75 2.00 18.91 61.75 3.15 3.09 3.97 3.90 2.66 2.61 0.71 3.00 19.61 49.40 44,033 44,500 44,148 87% 96.4 96.2 43,772 44,432 43,945 86% 89.5 89.0 43,299 44,131 43,544 83% 84.5 83.9 43,020 43,819 43,103 83% 84.5 84.1 2.95 2.90 2.79 2.74 2.62 2.57 0.67 1.50 19.29 48.69 200%(3) 42,744 43,514 42,982 78% 83.1 82.2 2.44 2.39 3.04 2.99 2.05 2.01 0.63 2.50 18.73 32.22 42,431 43,160 42,525 87% 89.0 88.0 (1)Operatingearningsandoperatingearningspershareare non-GAAPfinancialmeasuresandconsistofourGAAP netearningsadjustedbynetrealizedgains/(losses),net unrealizedgains/(losses)onequitysecuritiesthatare recognizedthroughnetearningsin2018andforward andtaxesrelatedthereto.Netearningsandnetearnings persharearetheGAAPfinancialmeasuresthataremost directlycomparabletooperatingearningsandoperating earningspershare. (2)Ratiosandsurplusinformationarepresentedonastatutory basis.AsdiscussedinItem7,Management’sDiscussionand AnalysisofFinancialConditionandResultsofOperations, statutoryaccountingprinciplesdifferfromGAAPandare generallybasedonasolvencyconcept.Furtherdiscussion isincludedinnote9totheconsolidatedfinancial statementswithinItem8,FinancialStatementsand SupplementaryData.Reportingofstatutorysurplusis arequireddisclosureunderGAAP. (3)OnJanuary15,2014,ourstocksplitona2-for-1basis.All shareandpersharedatahasbeenretroactivelystated toreflectthissplit. (4)Seepage27forinformationregardingnon-GAAPfinancial measures. (5)Operatingcashflowfor2012includesthereturnofa $50.0millioncashdepositthatwereceivedin2011from acommercialsuretycustomerinlieuofcredit. 12 INVESTOR INFORMATION RLI STOCK RLI Corp. common stock trades on the New York Stock Exchange under the symbol RLI. SHAREHOLDER INQUIRIES Shareholders of record with requests concerning individual account balances, stock certificates, dividends, stock transfers, tax information or address corrections should contact the transfer agent and registrar: Computershare 1-800-736-3001 (U.S. and Canada) 1-781-575-3100 (Outside U.S. and Canada) DIVIDEND REINVESTMENT If you wish to enroll in our direct stock purchase and dividend reinvestment plan, or to have your dividends deposited directly into your checking, savings or money market accounts, you can enroll online at computershare.com/investor, or complete and submit an enrollment form, which can be obtained by contacting Computershare. REQUESTS FOR ADDITIONAL INFORMATION Electronic versions of the following documents are or will be made available on our website: 2021 annual report on form 10-K; 2022 proxy statement; code of conduct; corporate governance guidelines; and charters of the human capital and compensation, audit, finance and investment, strategy and nominating/corporate governance committees of our board. Printed copies of these documents are available without charge to any shareholder. To be placed on a mailing list to receive shareholder materials, contact our corporate headquarters. COMPANY FINANCIAL STRENGTH RATINGS AM Best: A+ (Superior) RLI Group Standard & Poor’s: A (Strong) Moody’s: A (Strong) A2 A2 RLI Insurance Company Mt. Hawley Insurance Company RLI Insurance Company Mt. Hawley Insurance Company Our financial strength ratings reflect each rating agency’s opinion of our financial strength, operating performance and ability to meet our obligations to policyholders and are not evaluations directed toward the protection of investors. CONTACTING RLI For investor relations requests and management’s perspective on specific issues, contact Aaron Diefenthaler, Vice President, Chief Investment Officer and Treasurer, at 309-693-5846 or at aaron.diefenthaler@rlicorp.com. RLI Corp. 9025 N. Lindbergh Drive Peoria, Illinois 61615-1431 Phone: 309-692-1000 or 800-331-4929 Fax: 309-692-1068 Comprehensive investor information is available at rlicorp.com. 13 OUR MISSION We provide industry-leading specialty risk management solutions that are convenient, tailored and fill unmet customer needs. We create long-term shareholder value through the thoughtful design of our product portfolio; the careful selection of niche markets, distribution partners and customers; the quality and character of our people; and the strength of our balance sheet. OUR VALUES We are talented. We are innovative. We are customer focused. We are driven. We are people of integrity. We are respectful. We are owners. © 2022 RLI CORP. 9025 N. LINDBERGH DRIVE PEORIA, IL 61615-1431 P: 309.692.1000 | R L I C O R P.C O M ® DIF F ERE N T WORKS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-09463 RLI CORP. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 37-0889946 (I.R.S. Employer Identification No.) 9025 North Lindbergh Drive, Peoria, Illinois (Address of principal executive offices) 61615 (Zip Code) Registrant’s telephone number, including area code (309) 692-1000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock $0.01 par value Trading Symbol(s) RLI Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the registrant’s common stock held by non-affiliates of the Registrant as of June 30, 2021, based upon the closing sale price of the Common Stock on June 30, 2021 as reported on the New York Stock Exchange, was $4,592,962,657. Shares of Common Stock held directly or indirectly by each reporting officer and director along with shares held by the Company ESOP have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes. The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value, on February 2, 2022 was 45,289,337. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s definitive Proxy Statement for the 2022 annual meeting of shareholders are incorporated herein by reference into Part III of this document. 2 RLI Corp. Index to Annual Report on Form 10-K Part I Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Business Risk Factors Unresolved Staff Comments Properties Legal Proceedings Mine Safety Disclosures Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Selected Financial Data Management’s Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures About Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information Part II Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Part III Items 10-14. Part IV Item 15. Exhibits and Financial Statement Schedules Page 4 17 25 25 25 25 26 26 27 51 53 92 92 92 92 93 3 Item 1. Business PART I RLI Corp. was founded in 1965. References to “the Company,” “we,” “our,” “us” or like terms refer to the business of RLI Corp. and its subsidiaries. We underwrite select property and casualty insurance through major subsidiaries collectively known as RLI Insurance Group. We conduct operations principally through three insurance companies. RLI Insurance Company (RLI Ins.), a subsidiary of RLI Corp. and our principal insurance subsidiary, writes multiple lines of insurance on an admitted basis in all 50 states, the District of Columbia, Puerto Rico, the Virgin Islands and Guam. Mt. Hawley Insurance Company (Mt. Hawley), a subsidiary of RLI Ins., writes excess and surplus lines insurance on a non-admitted basis in all 50 states, the District of Columbia, Puerto Rico, the Virgin Islands and Guam. Contractors Bonding and Insurance Company (CBIC), a subsidiary of RLI Ins., writes multiple lines of insurance on an admitted basis in all 50 states and the District of Columbia. Each of our insurance companies is domiciled in Illinois. We have no material foreign operations. As a specialty insurance company with a niche focus, we offer insurance coverages in the specialty admitted and excess and surplus markets. We distribute our property and casualty insurance through locations across the country that market to wholesale and retail brokers, independent agents and carrier partners. We offer limited coverages on a direct basis to select insureds, as well as various reinsurance coverages. In addition, from time to time, we write a limited amount of business under agreements with managing general agents under the direction of our product leadership. We make our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed with or furnished to the Securities and Exchange Commission (SEC) available free of charge on our website (rlicorp.com). In addition, copies of our annual report are available without charge to any shareholder. Information contained on our website is not intended to be incorporated by reference in this annual report and you should not consider that information a part of this annual report. The SEC also maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding the Company. In the ordinary course of business, we rely on other insurance companies to share risks through reinsurance. A large portion of the reinsurance is put into effect under contracts known as treaties and, in some instances, by negotiation on each individual risk (known as facultative reinsurance). We have quota share, excess of loss and catastrophe reinsurance contracts that protect against losses over stipulated amounts arising from any one occurrence or event. These arrangements allow the Company to pursue greater diversification of business and serve to limit the maximum net loss on catastrophes and large risks. Reinsurance is subject to certain risks, specifically market risk, which affect the cost of and the ability to secure these contracts, and credit risk, which is the risk that our reinsurers may not pay on losses in a timely fashion or at all. The following table illustrates the degree to which we have utilized reinsurance during the past three years. For an expanded discussion of the impact of reinsurance on our operations, see note 5 to the consolidated financial statements within Item 8, Financial Statements and Supplementary Data. (in thousands) PREMIUMS WRITTEN Direct and Assumed Reinsurance ceded Net PREMIUMS EARNED Direct and Assumed Reinsurance ceded Net Year Ended December 31, 2020 2019 2021 $ 1,347,354 $ 1,136,432 $ 1,065,002 (204,665 ) 860,337 (289,821 ) $ 1,057,533 $ (244,344 ) 892,088 $ $ 1,253,296 $ 1,090,259 $ 1,021,294 (182,183 ) 839,111 (272,393 ) 980,903 $ (224,512 ) 865,747 $ $ SPECIALTY INSURANCE MARKET OVERVIEW The specialty insurance market differs significantly from the standard market. In the standard market, products and coverage are largely uniform with relatively predictable exposures and companies tend to compete for customers on the basis of price. In contrast, the specialty market provides coverage for risks that do not fit the underwriting criteria of the standard carriers. Competition tends to focus less on price and more on availability, coverage, service and other value-based considerations. While specialty market exposures may have higher insurance risks than their standard admitted market counterparts, we manage these risks to achieve higher financial returns. To reach our financial and operational goals, we must have extensive knowledge of, and expertise in, our markets. Many of our risks are underwritten on an individual basis and tailored coverages are employed in order to respond to distinctive risk characteristics. We operate in the specialty admitted insurance market, the excess and surplus insurance market and the specialty reinsurance markets. 4 SPECIALTY ADMITTED INSURANCE MARKET We write business in the specialty admitted market. Many of these risks are unique and hard to place in the standard admitted market, but for marketing and regulatory reasons, they must remain with an admitted insurance company. The specialty admitted market is subject to greater state regulation than the excess and surplus market, particularly with regard to rate and form filing requirements, restrictions on the ability to exit lines of business, premium tax payments and membership in various state associations, such as state guaranty funds and assigned risk plans. For 2021, our specialty admitted operations produced gross premiums written of $845.3 million, representing approximately 63 percent of our total gross premiums for the year. EXCESS AND SURPLUS INSURANCE MARKET The excess and surplus market focuses on hard-to-place risks. Participating in this market allows the Company to underwrite non-standard risks with more flexible policy forms and unregulated premium rates. This typically results in coverages that are more restrictive and more expensive than in the standard admitted market. The excess and surplus lines regulatory environment and production model also effectively filter submission flow and match market opportunities to our expertise and appetite. According to AM Best, the excess and surplus market represents less than 10 percent of the entire domestic property and casualty industry, as measured by direct premiums written. Our excess and surplus operations wrote gross premiums of $469.6 million, or 35 percent, of our total gross premiums written in 2021. SPECIALTY REINSURANCE MARKET We write business in the specialty reinsurance market. This business is generally written on a portfolio (treaty) basis. We write contracts on an excess of loss and a proportional basis. Contract provisions are written and agreed upon between the company and its reinsurance clients. The business is typically more volatile as a result of unique underlying exposures and excess and aggregate attachments. For 2021, our specialty reinsurance operations wrote gross premiums of $32.5 million, representing approximately 2 percent of our total gross premiums written for the year. BUSINESS SEGMENT OVERVIEW The segments of our insurance operations are casualty, property and surety. For additional information, see note 12 to the consolidated financial statements within Item 8, Financial Statements and Supplementary Data. CASUALTY SEGMENT Commercial Excess and Personal Umbrella Our commercial excess coverage is written in excess of primary liability insurance provided by other carriers and in excess of primary liability written by the Company. The personal umbrella coverage is generally written in excess of homeowners’ and automobile liability coverage provided by other carriers. Net premiums earned from this business totaled $219.4 million, $178.2 million and $140.5 million, or 22 percent, 21 percent and 17 percent of total net premiums earned for 2021, 2020 and 2019, respectively. General Liability Our general liability business consists primarily of coverage for third-party liability of commercial insureds including manufacturers, contractors, apartments and mercantile. We also offer coverages for security guards and in the specialized areas of onshore energy-related businesses and environmental liability for underground storage tanks, contractors and asbestos and environmental remediation specialists. Net premiums earned from our general liability business totaled $90.9 million, $91.7 million and $98.9 million, or 9 percent, 11 percent and 12 percent of total net premiums earned for 2021, 2020 and 2019, respectively. Professional Services We offer professional liability coverages focused on providing errors and omission coverage to small to medium-sized design, technical, computer and other miscellaneous professionals. Our product suite for these customers also includes a full array of multi- peril package products including general liability, property, automobile, excess liability and workers’ compensation coverages. This business primarily markets its products through specialty retail agents nationwide. Net premiums earned from the professional services group totaled $88.9 million, $85.2 million and $81.3 million, or 9 percent, 10 percent and 10 percent of total net premiums earned for 2021, 2020 and 2019, respectively. 5 Commercial Transportation Our transportation insurance provides commercial automobile liability and physical damage insurance to local, intermediate and long haul truckers, public transportation entities and other types of specialty commercial automobile risks. We also offer incidental related insurance coverages including general liability, excess liability and motor truck cargo. We produce business through independent agents and brokers nationwide. Net premiums earned from this business totaled $83.4 million, $64.6 million and $83.2 million, or 8 percent, 7 percent and 10 percent of total net premiums earned for 2021, 2020 and 2019, respectively. Small Commercial Our small commercial business offers property and casualty insurance coverages to small contractors and other small to medium-sized retail businesses. The coverages included in these packages are predominantly general liability, but also have some inland marine coverages, as well as commercial automobile, property and umbrella coverage. These products are primarily marketed through retail agents. Net premiums earned from the small commercial business totaled $64.7 million, $63.4 million and $55.7 million, or 7 percent of total net premiums earned for 2021, 2020 and 2019, respectively. Executive Products We provide a suite of management liability coverages, such as directors and officers (D&O) liability insurance, fiduciary liability, employment practice liability and fidelity coverages, for a variety of risk classes, including both public and private businesses. Our publicly traded D&O appetite generally focuses on offering excess Side A D&O coverage (where corporations cannot indemnify the individual directors and officers) as well as excess full coverage D&O. Additionally, we offered excess cyber liability coverage to medium to large-sized public and private businesses, but exited this business on a runoff basis in 2021. Net premiums earned from the executive products business totaled $21.9 million, $26.5 million and $27.1 million, or 2 percent, 3 percent and 3 percent of total net premiums earned for 2021, 2020 and 2019, respectively. Other Casualty We offer a variety of other smaller products in our casualty segment, including home business insurance, which provides limited liability and property coverage for a variety of small business owners who work from their own home. We have a quota share reinsurance agreement with Prime Insurance Company and Prime Property and Casualty Insurance Inc., the two insurance subsidiaries of Prime Holdings Insurance Services, Inc. (Prime). We assume general liability, excess, commercial auto, property and professional liability coverages on hard-to-place risks that are written in the excess and surplus and admitted insurance markets. Additionally, we write mortgage reinsurance, which provides credit risk transfer on pools of mortgages, and offer general liability and package coverages through a general binding authority (GBA) group. Net premiums earned from these lines totaled $64.6 million, $59.9 million and $71.8 million, or 8 percent, 7 percent and 8 percent of total net premiums earned for 2021, 2020 and 2019, respectively. PROPERTY SEGMENT Commercial Property Our commercial property coverage consists primarily of excess and surplus lines and specialty insurance such as fire, earthquake, wind and difference in conditions (DIC), which can include earthquake, flood and collapse coverages. We provide insurance for a wide range of commercial and industrial risks, such as office buildings, apartments, condominiums, builders’ risks and certain industrial and mercantile structures. Net premiums earned from the commercial property business totaled $107.9 million, $79.4 million and $68.3 million, or 11 percent, 9 percent and 8 percent of total net premiums earned for 2021, 2020 and 2019, respectively. Marine Our marine coverages include cargo, hull, protection and indemnity, marine liability, as well as inland marine coverages including builders’ risks and contractors’ equipment. Although the predominant exposures are located within the United States, there is some incidental international exposure written within these coverages. Net premiums earned from the marine business totaled $97.7 million, $81.9 million and $74.9 million, or 10 percent, 10 percent and 9 percent of total net premiums earned for 2021, 2020 and 2019, respectively. Specialty Personal We offer specialized homeowners’ insurance, primarily homeowners’ and dwelling fire insurance through retail agents in Hawaii. Net premiums earned from specialty personal coverages totaled $21.4 million, $19.6 million and $19.3 million, or 2 percent, 2 percent and 3 percent of total net premiums earned for 2021, 2020 and 2019, respectively. 6 Other Property Our other property coverages consist of newer product offerings, such as general binding authority, and lines which we have recently exited. Net premiums earned from these lines totaled $4.8 million, $2.8 million and $1.5 million, or less than 1 percent of total net premiums earned for 2021, 2020 and 2019, respectively. SURETY SEGMENT Miscellaneous Our miscellaneous surety coverage includes small bonds for businesses and individuals written through independent insurance agencies throughout the United States. Examples of these types of bonds are license and permit, notary and court bonds. The underwriting and delivery of these bonds is highly automated. Net premiums earned from miscellaneous surety coverages totaled $44.0 million, $42.3 million and $44.7 million, or 5 percent of total net premiums earned for 2021, 2020 and 2019, respectively. Commercial We offer a large variety of commercial surety bonds for medium to large-sized businesses across a broad spectrum of industries, including the financial, healthcare and on and offshore energy, petrochemical and refining industries. These risks are underwritten on an account basis and coverage is marketed through a select number of regional and national brokers with surety expertise. Net premiums earned from commercial surety coverages totaled $43.7 million, $42.9 million and $43.6 million, or 4 percent, 5 percent and 5 percent of total net premiums earned for 2021, 2020 and 2019, respectively. Contract We offer bonds for small to medium-sized contractors throughout the United States, underwritten on an account basis. Typically, these are performance and payment bonds for individual construction contracts. These bonds are marketed through a select number of insurance agencies that have surety and construction expertise. We also offer bonds for small and emerging contractors that are reinsured through the Federal Small Business Administration. Net premiums earned from contract surety coverages totaled $27.7 million, $27.3 million and $28.3 million, or 3 percent of total net premiums earned for 2021, 2020 and 2019, respectively. MARKETING AND DISTRIBUTION We distribute our coverages across the country, from our network of branch offices, primarily through wholesale and retail brokers, independent agents and carrier partners. BROKERS The largest volume of broker-generated premium is in our commercial property, general liability, commercial surety, executive products, commercial excess and commercial transportation coverages. This business is produced through independent wholesale and retail brokers. INDEPENDENT AGENTS We target classes of insurance, such as homeowners’ and dwelling fire, home business, surety and personal umbrella through independent agents. Several of these products involve detailed eligibility criteria, which are incorporated into strict underwriting guidelines and prequalification of each risk using a system accessible by the independent agent. The independent agent cannot bind the risk unless they receive approval from our underwriters or through our automated systems. UNDERWRITING AGENTS We contract with certain underwriting agencies, which have limited authority to bind or underwrite business on our behalf. The underwriting agreements involve strict underwriting guidelines and the agents are subject to regular audits. CARRIER PARTNERS We partner with other insurance carriers for home business and personal umbrella. The carriers place the business with us through their associated agencies when the underlying risk does not meet their underwriting appetite. 7 DIGITAL AND DIRECT We utilize digital efforts to produce and efficiently process and service business including home businesses, general binding authority, small commercial and personal umbrella risks and surety bonding. On a direct basis, we also assume premium on various reinsurance treaties. COMPETITION Our specialty property and casualty insurance subsidiaries are part of a very competitive industry that is cyclical and historically characterized by periods of high premium rates and shortages of underwriting capacity followed by periods of severe competition and excess underwriting capacity. Within the United States alone, approximately 2,600 companies actively market property and casualty coverages. Our primary competitors in the casualty segment include Arch, Aspen, Berkley, Chubb, CNA, Great American, Great West, Hartford, Hudson, James River, Kinsale, Lancer, Markel, Protective, RSUI, Sompo, Travelers, USLI and Zurich. Primary competitors in the property segment include Arch, Aspen, Chubb, CNA, Crum and Forster, Golden Bear, Great American, Lexington, Liberty Mutual, Palomar, Sompo and Travelers. Primary competitors in the surety segment are AIG, Arch, AXA XL, Berkley, Chubb, CNA, Great American, Hartford, HCC, Sompo and Travelers. The combination of coverages, service, pricing and other methods of competition vary from line to line. Our principal methods of meeting this competition are innovative coverages, consistency and quality service to the agents and policyholders at a fair price. We compete favorably, in part, because of our sound financial condition and reputation, as well as our broad, geographic footprint in all 50 states, the District of Columbia, Puerto Rico, the Virgin Islands and Guam. In the casualty, property and surety areas, we have experienced underwriting and claim specialists in our branch and home offices. We continue to maintain our underwriting standards by not seeking market share at the expense of underwriting profit. We have a track record of withdrawing from markets when conditions become overly adverse and offering new coverages and programs where the opportunity exists to provide needed insurance coverage with exceptional service on a profitable basis. FINANCIAL STRENGTH RATINGS Financial strength ratings are an important factor in establishing the competitive position of insurance companies. Publications of AM Best, Standard & Poor’s and Moody’s indicate that A and A+ ratings are assigned to those companies that, in their opinion, have a superior ability to meet ongoing insurance obligations, a strong capacity to meet financial commitments or a low credit risk, respectively. The ratings are independent opinions of an insurer’s financial strength and ability to meet ongoing insurance policy and contract obligations, based on a comprehensive quantitative and qualitative analysis of balance sheet strength, operating performance, business profile and enterprise risk management. These ratings are based on factors relevant to policyholders, agents, insurance brokers and intermediaries and are not specifically related to securities issued by the company. At December 31, 2021, the following ratings were assigned to our insurance companies: AM Best RLI Ins., Mt. Hawley and CBIC* (group-rated) A+, Superior Standard & Poor’s RLI Ins. and Mt. Hawley Moody’s RLI Ins. and Mt. Hawley * CBIC is only rated by AM Best A, Strong A2 For AM Best and Moody’s, the financial strength ratings represented above are affirmations of previously assigned ratings. During 2021, Standard & Poor’s lowered our rating to A from A+. In addition to assigning a financial strength rating, AM Best also assigns financial size categories. In November 2021, RLI Ins., Mt. Hawley and CBIC, which are collectively rated as a group, were assigned a financial size category of XII (adjusted policyholders’ surplus of between $1 billion and $1.25 billion). As of December 31, 2021, the policyholders’ statutory surplus of RLI Insurance Group totaled $1.2 billion, which continues to result in AM Best’s financial size category of XII. REINSURANCE We reinsure a portion of our insurance exposure, paying or ceding to the reinsurer a portion of the premiums received on such policies. Earned premiums ceded to non-affiliated reinsurers totaled $272.4 million, $224.5 million and $182.2 million in 2021, 2020 and 2019, respectively. Insurance is ceded principally to reduce net liability on individual risks and to protect against catastrophic losses. We use reinsurance as an alternative to using our own capital to take risks and reduce volatility. Retention levels are evaluated each year to maintain a balance between the growth in surplus and the cost of reinsurance. Although reinsurance does not legally discharge an insurer from its primary liability for the full amount of the policies, it does make the assuming reinsurer liable to the insurer to the extent of the insurance ceded. 8 Reinsurance is subject to certain risks, specifically market risk, which affects the cost and ability to secure reinsurance contracts, and credit risk, which relates to the ability to collect from the reinsurer on our claims. We strive to purchase reinsurance from financially strong reinsurers. We evaluate reinsurers’ ability to pay based on their financial results, level of surplus, financial strength ratings and other risk characteristics. A reinsurance committee, comprised of senior management, reviews and approves our security guidelines and reinsurer usage. More than 89 percent of our reinsurance recoverables are due from companies with financial strength ratings of A or better by AM Best and Standard & Poor’s rating services. We utilize both treaty and facultative reinsurance coverage for our risks. Treaty coverage refers to a reinsurance contract under which the company agrees to cede all risks within a defined class of business to the reinsurer, who agrees to provide coverage on all risks ceded without individual underwriting. Facultative coverage is applied to individual risks at the company’s discretion and is subject to underwriting by the reinsurer. It is used for a variety of reasons, including supplementing the limits provided by the treaty coverage or covering risks or perils excluded from treaty reinsurance. Much of our reinsurance is purchased on an excess of loss basis. Under an excess of loss arrangement, we retain losses on a risk up to a specified amount and the reinsurers assume any losses above that amount. We may choose to participate in the reinsurance layers purchased by retaining a percentage of the layer. It is common to find conditions in excess of loss covers such as occurrence limits, aggregate limits and reinstatement premium charges. Occurrence limits cap our recovery for multiple losses caused by the same event. Aggregate limits cap our recovery for all losses ceded during the contract term. We may be required to pay additional premium to reinstate or have access to use the reinsurance limits for potential future recoveries during the same contract year. Excluding catastrophe (CAT) reinsurance, the table below summarizes the reinsurance treaty coverage currently in effect. We may purchase facultative coverage in excess of the per risk limits shown. (in millions) Product Line(s) Covered General liability Commercial excess Personal umbrella Commercial transportation Package - liability and workers' comp Workers' compensation catastrophe Professional services - professional liability Executive products Property - risk cover Marine Surety Contract Type Excess of Loss Excess of Loss Excess of Loss Excess of Loss Excess of Loss Excess of Loss Excess of Loss Quota Share Excess of Loss Excess of Loss Excess of Loss Renewal Attachment Limit Maximum Per Risk Date Point 1/1 $ 1/1 1/1 1/1 1/1 1/1 4/1 7/1 1/1 6/1 4/1 Purchased Retention * 1.9 9.0 $ 1.9 9.0 1.9 9.0 1.9 9.0 2.4 10.0 — ** 14.0 3.3 9.0 6.3 25.0 1.9 24.0 2.5 27.5 9.7 *** 73.0 1.0 $ 1.0 1.0 1.0 1.0 11.0 1.0 N/A 1.0 2.5 2.0 * Maximum retention includes first-dollar retention plus any co-participation we retain through the reinsurance tower. ** The workers’ compensation catastrophe treaty responds after our package liability and workers’ compensation excess of loss treaty with no additional retention. *** A limited number of commercial surety accounts are permitted to exceed the $75.0 million limit. These accounts are subject to additional levels of review and are monitored on a monthly basis. At each renewal, we consider any plans to change the underlying insurance coverage we offer, as well as updated loss activity, the level of RLI Insurance Group’s surplus, changes in our risk appetite and the cost and availability of reinsurance treaties. In the last renewal cycle, we maintained similar retentions on most lines of business. PROPERTY REINSURANCE — CATASTROPHE COVERAGE Our property catastrophe reinsurance reduces the financial impact of a catastrophe event involving multiple claims and policyholders, including earthquakes, hurricanes, floods, convective storms, terrorist acts and other aggregating events. Reinsurance limits purchased fluctuate due to changes in the amount of exposure we insure, reinsurance costs, insurance company surplus levels and our risk appetite. In addition, we monitor the expected rate of return for each of our catastrophe lines of business. At high rates of return, we grow the book of business and may purchase additional reinsurance to increase our capacity. As the rate of return decreases, we may reduce exposure and may purchase less reinsurance as this capacity becomes unnecessary. Our reinsurance coverage for 2020 through 2022 are shown in the following table: 9 Catastrophe Coverages (in millions) California Earthquake Non-California Earthquake Other Perils 2022 2021 2020 First- Dollar Retention Limit First- Dollar Retention Limit First- Dollar Retention Limit $ 25 $ 25 25 600 $ 625 475 25 $ 25 25 500 $ 525 375 25 $ 25 25 500 525 375 These catastrophe limits are in addition to the per-occurrence coverage provided by facultative and other treaty coverages. We have participated in the catastrophe layers purchased by retaining a percentage of each layer throughout this period. Our participation has varied based on price and the amount of risk transferred by each layer. All layers of the treaty include one prepaid reinstatement. Our property catastrophe program continues to be applied on an excess of loss basis. It attaches after all other reinsurance has been considered. Although covered in one program, limits and attachment points differ for California earthquakes and all other perils. The following charts use information from our catastrophe modeling software to illustrate our pre-tax net retention resulting from particular events that would generate the gross losses. California Earthquake (in millions) Earthquake outside of California, Wind, Other Perils (in millions) Modeled Gross Loss $ 50 $ 100 200 300 400 500 625 Modeled Net Loss 21 27 36 43 50 56 64 Modeled Gross Loss $ 50 $ 100 200 300 400 500 Modeled Net Loss 26 36 46 55 58 65 In the above tables, projected losses for 2022 were estimated based on our exposure as of December 31, 2021, utilizing the treaty structure in place as of January 1, 2022. The tables were generated using theoretical probabilities of events occurring in areas where our portfolio of in-force policies could generate the level of loss illustrated. Actual results could vary significantly from these tables as the actual nature or severity of a particular event cannot be predicted with any reasonable degree of accuracy. Reinsurance limits are purchased based on the anticipated losses from large events. The largest losses shown above are possible, but have a lower probability of actually occurring. However, there is a remote chance that a larger event could occur. If the actual event losses are larger than anticipated, we could retain additional losses above the limit of our catastrophe reinsurance. We regularly monitor and quantify our exposure to catastrophes. In the normal course of business, we manage our concentrations of exposures to catastrophic events, primarily by limiting concentrations of locations insured to acceptable levels and by purchasing reinsurance. Exposure and coverage detail is recorded for each risk location. We quantify and monitor the total policy limit insured in each geographical region. In addition, we use third-party catastrophe exposure models and an internally developed analysis to assess each risk to ensure we include an appropriate charge for assumed catastrophe risks. Catastrophe exposure modeling is inherently uncertain due to the model’s reliance on an infrequent observation of actual events, increasing the importance of capturing accurate policy coverage data. The model results are used both in the underwriting analysis of individual risks and at a corporate level for the aggregate book of catastrophe-exposed business. From both perspectives, we consider the potential loss produced by individual events that represent moderate-to-high loss potential at varying probabilities and magnitudes. In calculating potential losses, we use assumptions including, but not limited to, loss amplification and loss adjustment expense. We establish risk tolerances at the portfolio level based on market conditions, the level of reinsurance available, changes to the assumptions in the catastrophe models, rating agency capital constraints, underwriting guidelines and coverages and internal preferences. Our risk tolerances for each type of catastrophe, and for all perils in aggregate, change over time as these internal and external conditions change. We are required to report to the rating agencies estimated loss to a single event that could include all potential earthquakes and hurricanes contemplated by the catastrophe modeling software. This reported loss includes the impact of insured losses based on the estimated frequency and severity of potential events, loss adjustment expense, reinstatements paid after the loss, reinsurance recoveries and taxes. Based on the catastrophe reinsurance treaty purchased on January 1, 2022, there is a 99.6 percent likelihood that the net loss will be less than 4.6 percent of policyholders’ statutory surplus as of December 31, 2021. The exposure levels are within our tolerances for this risk. 10 OPERATING RATIOS PREMIUMS TO SURPLUS RATIO The following table shows, for the periods indicated, our insurance subsidiaries’ statutory ratios of net premiums written to policyholders’ surplus. While there is no statutory requirement applicable to the Company that establishes a permissible net premiums written to surplus ratio, guidelines established by the National Association of Insurance Commissioners (NAIC) provide that this ratio should generally be no greater than 3 to 1. While the NAIC provides this general guideline, rating agencies often require a more conservative ratio to maintain strong or superior ratings. (dollars in thousands) Statutory net premiums written Policyholders’ surplus Ratio 2021 2020 Year Ended December 31, 2019 $ 1,057,533 $ 892,088 $ 860,337 $ 823,175 $ 749,854 864,554 1,240,649 1,121,592 1,029,671 0.9 to 1 0.8 to 1 829,775 1.0 to 1 0.9 to 1 0.8 to 1 2017 2018 COMBINED RATIO AND STATUTORY COMBINED RATIO Our underwriting experience is best indicated by our combined ratio, which is the sum of (a) the ratio of incurred losses and settlement expenses to net premiums earned (loss ratio) and (b) the ratio of policy acquisition costs and other operating expenses to net premiums earned (expense ratio). The difference between the combined ratio and 100 reflects the per dollar rate of underwriting income or loss, with ratios below 100 indicating underwriting profit and ratios above 100 indicating underwriting loss. Loss ratio Expense ratio Combined ratio 2021 46.5 40.3 86.8 Year Ended December 31, 2019 2018 2020 51.2 40.8 92.0 49.3 42.6 91.9 54.1 40.6 94.7 2017 54.4 42.0 96.4 We also calculate the statutory combined ratio, which is not indicative of underwriting income due to accounting for policy acquisition costs differently for statutory accounting purposes. The statutory combined ratio is the sum of (a) the ratio of statutory loss and settlement expenses incurred to statutory net premiums earned (loss ratio) and (b) the ratio of statutory policy acquisition costs and other underwriting expenses to statutory net premiums written (expense ratio). Statutory Statutory loss ratio Statutory expense ratio Statutory combined ratio 2021 2020 Year Ended December 31, 2019 2018 2017 46.5 38.8 85.3 51.0 40.8 91.8 49.3 41.8 91.1 54.1 39.9 94.0 54.4 41.8 96.2 P&C industry combined ratio 102.7 * 98.8 ** 98.9 ** 99.2 ** 103.9 ** * ** Source: Conning (2021). Property-Casualty Forecast & Analysis: By Line of Insurance, Fourth Quarter 2021. Estimated for the year ended December 31, 2021. Source: AM Best (2021). Aggregate & Averages – Property/Casualty, United States & Canada. 2017 – 2020. INVESTMENTS Our investment portfolio serves as the primary resource for loss payments and secondly as a source of income to support operations. Our investment strategy is based on preservation of capital as the first priority, with a secondary focus on growing book value through total return. Investments of the highest quality and marketability are critical for preserving our claims-paying ability. In addition, we have a diversified investment portfolio that distributes credit risk across many issuers and a policy that limits aggregate credit exposure. Despite periodic fluctuations in market value, our equity portfolio is part of a long-term asset allocation strategy and has contributed significantly to our growth in book value. Our portfolio does not contain derivatives. Investment portfolios are managed both internally and externally by experienced portfolio managers. We follow an investment policy that is reviewed quarterly and revised periodically, with oversight conducted by our senior officers and board of directors. Our investments include fixed income debt securities, common stock equity securities, exchange traded funds (ETFs) and a small number of limited partnership interests. The fixed income portfolio was 76 percent of the total portfolio, down 1% from the 11 prior year, while the equity allocation was 19 percent of the overall portfolio, the same as the previous year. Other invested assets represented 2 percent of the total portfolio and include investments in low income housing tax credit partnerships, membership stock in the Federal Home Loan Bank of Chicago and investments in private funds. The remaining 3 percent was made up of cash and cash equivalents. As of December 31, 2021, 79 percent of the fixed income portfolio was rated A or better and 59 percent was rated AA or better. We classify all of the securities in our fixed income portfolio as available-for-sale, which are carried at fair value. Beyond available operating cash flow, the portfolio provides an additional source of liquidity and can be used to address potential future changes in our asset/liability structure. Aggregate maturities for the fixed income portfolio as of December 31, 2021, are as follows: (in thousands) Due in one year or less Due after one year through five years Due after five years through 10 years Due after 10 years ABS/CMBS/MBS* Total available-for-sale Amortized Cost Fair Value $ 57,625 $ 626,953 537,777 496,778 627,134 58,134 647,068 560,653 512,791 631,241 $ 2,346,267 $ 2,409,887 * Asset-backed, commercial mortgage-backed and mortgage-backed securities We had cash and fixed income securities maturing within one year of $146.9 million at year-end 2021. This total represented 5 percent of cash and investments, a slight decrease from year-end 2020. REGULATION STATE REGULATION As an insurance holding company, we and our insurance company subsidiaries, are subject to regulation by the states and territories in which the insurance subsidiaries are domiciled or transact business. Registration in each insurer’s state of domicile requires periodic reporting to such state’s insurance regulatory authority of the financial, operational and management information regarding the insurers within the holding company system. All transactions within a holding company system affecting insurers must have fair and reasonable terms, and the insurers’ policyholders’ surplus following any transaction must be both reasonable in relation to its outstanding liabilities and adequate for its needs. Notice to and, in some cases, consent from regulators is required prior to the completion of certain transactions affecting insurance company subsidiaries of the holding company system. Each state and territory individually regulates the insurance operations of both insurance companies and insurance agents/brokers. Most insurance regulations are designed to protect the interests of policyholders rather than shareholders and other investors. The primary focus of state regulation of insurance companies is financial solvency and market conduct practices. Regulations designed to ensure the financial solvency of insurers are enforced by various filing, reporting and examination requirements. Marketplace oversight is conducted by monitoring and periodically examining trade practices, approving policy forms, licensing of agents and brokers and requiring the filing and, in some cases, approval of premiums and commission rates to ensure they are fair and adequate. Because our insurance company subsidiaries operate in all 50 states, the District of Columbia, Puerto Rico, the Virgin Islands and Guam, we must comply with the individual insurance laws, regulations, rules and case law of each state and territory, including those regulating the filing of insurance rates and forms. Each of our three insurance company subsidiaries is domiciled in Illinois, with the Illinois Department of Insurance (IDOI) as its principal insurance regulator. As a holding company, the amount of dividends we are able to pay depends upon the funds available for distribution, including dividends or distributions from our subsidiaries. The Illinois insurance laws applicable to our insurance company subsidiaries impose certain restrictions on their ability to pay dividends. The Illinois insurance holding company laws require that ordinary dividends paid by an insurance company be reported to the IDOI prior to payment of the dividend, and that extraordinary dividends may not be paid without such regulator’s prior approval (or the absence of disapproval). An extraordinary dividend is generally defined under Illinois law as a dividend that, together with all other dividends made within the past 12 months, exceeds the greater of 100 percent of the insurer’s statutory net income for the 12-month period ending as of December 31 of the preceding year, or 10 percent of the insurer’s statutory policyholders’ surplus as of the preceding year-end. The IDOI has broad authority to prevent the reduction of statutory surplus to inadequate levels, and there is no assurance that extraordinary dividend payments would be permitted. In addition, changes to the state insurance regulatory requirements are frequent, including changes caused by state legislation, regulations by the state insurance departments and court rulings. State insurance regulators are members of the National Association 12 of Insurance Commissioners (NAIC). The NAIC is a non-governmental regulatory support organization that seeks to promote uniformity and enhance state regulation of insurance through various activities, initiatives and programs. Among other regulatory and insurance company support activities, the NAIC maintains a state insurance department accreditation program and proposes model laws, regulations and guidelines for adoption by state legislatures and insurance regulators. Such proposed laws and regulations cover areas including risk assessments, corporate governance and financial and accounting rules. To the extent such proposed model laws and regulations are adopted by states, they will apply to insurance carriers. Illinois has adopted the Amended Holding Company Model Act, which imposes reporting obligations on parents and other affiliates of licensed insurers or reinsurers, with the purpose of protecting the licensed companies from enterprise risk. The Amended Holding Company Model Act requires the ultimate controlling person (in our case RLI Corp.) to file an annual enterprise risk report identifying the material risks within the insurance holding company system that could pose enterprise risk to the licensed companies. An enterprise risk is generally defined as an activity or event involving affiliates of an insurer that could have a material adverse effect on the insurer or the insurer’s holding company system. We report on these risks on an annual basis and are in compliance with this law. Illinois has adopted the Own Risk and Solvency Assessment (ORSA) model act. ORSA is applicable to Illinois domiciled insurance companies that meet certain size requirements, including ours. The ORSA program is a key component of an insurance company’s overall enterprise risk management (ERM) framework, and is the process by which organizations identify, measure, monitor and manage key risks affecting the entire enterprise. The Company files an ORSA summary report with the IDOI each year, which includes an internal identification, description and assessment of the risks associated with our business plan and the sufficiency of capital resources to support those risks. The NAIC uses a risk-based capital (RBC) model to monitor and regulate the solvency of licensed property and casualty insurance companies. Illinois has adopted a version of the NAIC’s model law. The RBC calculation is used to measure an insurer’s capital adequacy with respect to: the risk characteristics of the insurer’s premiums written and unpaid losses and loss adjustment expenses, rate of growth and quality of assets, among other measures. Depending on the results of the RBC calculation, insurers may be subject to varying degrees of regulatory action. RBC is calculated annually by insurers, as of December 31 of each year. As of December 31, 2021, each of our insurance company subsidiaries had RBC levels significantly in excess of the company action level RBC, defined as being 200 percent of the authorized control level RBC, which would prompt corrective action under Illinois law. RLI Ins., our principal insurance company subsidiary, had an authorized control level RBC of $225.1 million compared to actual statutory capital and surplus of $1.2 billion as of December 31, 2021, resulting in statutory capital that is more than five times the authorized control level. The calculation of RBC requires certain judgments to be made, and, accordingly, each of our insurance company subsidiaries’ current RBC may be greater or less than the RBC calculated as of any date of determination. Each of our insurance company subsidiaries is required to file detailed annual reports, including financial statements, in accordance with prescribed statutory accounting rules, with regulatory officials in the jurisdictions in which they conduct business. The quarterly and annual financial reports filed with the states utilize statutory accounting principles (SAP) that are different from generally accepted accounting principles in the United States of America (GAAP). As a basis of accounting, SAP was developed to monitor and regulate the solvency of insurance companies. In developing SAP, insurance regulators were primarily concerned with assuring an insurer’s ability to pay all its current and future obligations to policyholders. As a result, statutory accounting focuses on conservatively valuing the assets and liabilities of insurers, generally in accordance with standards specified by the insurer’s domiciliary state. The values for assets, liabilities and equity reflected in financial statements prepared in accordance with GAAP are usually different from those reflected in financial statements prepared under SAP. As part of their routine regulatory oversight process, state insurance departments conduct periodic detailed examinations, generally once every three to five years, of the books, records, accounts and operations of insurance companies that are domiciled in their states. Examinations are generally carried out in cooperation with the insurance departments of other, non-domiciliary states under guidelines promulgated by the NAIC. The most recent examination report of our insurance company subsidiaries completed by the IDOI was issued on November 27, 2018, for the five-year period ending December 31, 2017. The examination report is available to the public. Each of our insurance company subsidiaries is subject to Illinois laws and regulations that impose restrictions on the amount and type of investments our insurance company subsidiaries may have. Such laws and regulations generally require diversification of the insurer’s investment portfolio and limit the amounts of investments in certain asset categories, such as below investment grade fixed income securities, real estate-related equity, other equity investments and derivatives. Failure to comply with these laws and regulations would generally cause investments that exceed regulatory limitations to be treated as non-admitted assets for measuring statutory surplus and, in some instances, could require the divestiture of such non-qualifying investments. Many jurisdictions have laws and regulations that limit an insurer’s ability to withdraw from a particular market. For example, states may limit an insurer’s ability to cancel or non-renew policies. Furthermore, certain states prohibit an insurer from withdrawing one or more lines of business from the state, except pursuant to a plan that is approved by the state insurance department. The state 13 insurance department may disapprove a withdrawal plan that may lead to marketplace disruption. Laws and regulations that limit cancellation and non-renewal, and that subject program withdrawals to prior approval requirements, may restrict our ability to exit unprofitable marketplaces in a timely manner. Virtually all states require licensed insurers to participate in various forms of guaranty associations in order to bear a portion of the loss suffered by qualified policyholders of insurance companies that become insolvent. Depending upon state law, licensed insurers can be assessed a small percentage of the annual premiums written for the relevant lines of insurance in that state to contribute to paying the claims of insolvent insurers. These assessments may increase or decrease in the future, depending upon the rate of insurance company insolvencies. In some states, these assessments may be wholly or partially recovered through policy fees paid by insureds. We cannot predict the amount and timing of future assessments. Therefore, the liabilities we have currently established for these potential assessments may not be adequate and an assessment may materially impact our financial condition. In addition, the insurance holding company laws require advance approval by state insurance commissioners of any change in control of an insurance company that is domiciled, or in some cases, having such substantial business that it is deemed to be commercially domiciled in that state. “Control” is generally presumed to exist through the ownership of 10 percent or more of the voting securities of a domestic insurance company or of any company that controls a domestic insurance company. In addition, insurance laws in many states contain provisions that require pre-notification to the insurance commissioners of a change in control of a non-domestic insurance company licensed in those states. Any future transactions that would constitute a change in control of our insurance company subsidiaries, including a change of control of RLI Ins., would generally require the party acquiring control to obtain the prior approval by the insurance departments of the insurance company subsidiaries’ state of domicile (Illinois) or commercial domicile, if applicable. It may also require pre-acquisition notification in applicable states that have adopted pre- acquisition notification provisions. Obtaining these approvals could result in a material delay of, or deter, any such transaction. In light of the number and severity of U.S. company data breaches, some states have enacted new insurance laws that require certain regulated entities to implement and maintain comprehensive information security programs to safeguard the personal information of insureds. In 2017, the New York State Department of Financial Services (NYDFS) enacted a cybersecurity regulation. This regulation requires banks, insurance companies and other financial services institutions regulated by the NYDFS to establish and maintain a cybersecurity program “designed to protect consumers and ensure the safety and soundness of New York State’s financial services industry.” We have implemented the requirements of the regulation and are in compliance with it. We anticipate that the NYDFS will examine the cybersecurity programs of financial institutions in the future and that may result in additional regulatory scrutiny, expenditure of resources and possible regulatory actions and reputational harm. In October 2017, the NAIC adopted a new Insurance Data Security Model Law. The law is intended to establish the standards for data security and standards for the investigation and notification of data breaches applicable to insurance companies domiciled in states adopting such law, with provisions that are generally consistent with the NYDFS cybersecurity regulation discussed above. As with all NAIC model laws, this model law must be adopted by a state before becoming law in the state. Illinois has not adopted a version of the Insurance Data Security Model Law. We expect cybersecurity risk management, prioritization and reporting to continue to be an area of significant regulatory focus by such regulatory bodies and self-regulatory organizations. The NAIC adopted the Insurer Climate Risk Disclosure Data Survey to provide regulators with information about the assessment of risks posed by climate change to insurers and the actions insurers are taking in response to their understanding of climate change risks. In 2021, the Company provided responses for reporting year 2020 which may be accessed on the California Department of Insurance’s website. The rates, policy terms and conditions of reinsurance agreements generally are not subject to regulation by any regulatory authority. However, the ability of a ceding insurer to take credit for the reinsurance purchased from reinsurance companies is a significant component of reinsurance regulation. Typically, a ceding insurer will only enter into a reinsurance agreement if it can obtain credit against its reserves on its statutory basis financial statements for the reinsurance ceded to the reinsurer. With respect to U.S. domiciled ceding companies, credit is usually granted when the reinsurer is licensed or accredited in the state where the ceding company is domiciled. States also generally permit ceding insurers to take credit for reinsurance if the reinsurer is: (1) domiciled in a state with a credit for reinsurance law that is substantially similar to the credit for reinsurance law in the primary insurer’s state of domicile and (2) meets certain financial requirements. Credit for reinsurance purchased from a reinsurer that does not meet the foregoing conditions is generally allowed to the extent that such reinsurer secures its obligations with qualified collateral. Insurers are also subject to state laws regulating claim handling practices. The NAIC created a model unfair claims practices law which most states have fully or partially adopted. These laws and regulations set the standards by which insurers must investigate and resolve claims; however, a private cause of action for violation is not available to claimants. These laws typically prohibit: (1) misrepresentation of policy provisions, (2) failing to adopt and act promptly when claims are presented and (3) refusing to pay claims without an investigation. Market conduct examinations or insurance regulator investigations may be prompted through annual reviews or excessive numbers of complaints against an insurer. After an investigation or market conduct review by an insurance regulator, 14 insurers found to be in violation of these laws and regulations face potential fines, cease and desist orders, remediation orders or loss of authority to write business in the particular state. FEDERAL LEGISLATION AND REGULATION The U.S. insurance industry is not currently subject to any significant federal regulation and instead is regulated principally at the state level. However, the federal Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act) and creation of the Federal Insurance Office (summarized below) include elements that affect the insurance industry, insurance companies and public companies such as ours. The Sarbanes-Oxley Act established several significant corporate governance-related laws and SEC regulations applicable to public companies. The Dodd-Frank Act created significant changes in regulatory structures of banking and other financial institutions, created new governmental agencies (while merging and removing others), increased oversight of financial institutions and enhanced regulation of capital markets. The legislation also mandates new rules affecting executive compensation and corporate governance for public companies such as ours. Federal agencies have been given significant discretion in drafting the rules and regulations that implement the Dodd-Frank Act. We will continue to monitor, implement and comply with all Dodd-Frank Act-related changes to our regulatory environment. Changes in general political, economic or market conditions, including U.S. presidential and congressional elections, could affect the scope, timing and final implementation of the Dodd-Frank Act. In addition, the Dodd-Frank Act contains insurance industry-specific provisions, including establishment of the Federal Insurance Office (FIO) and streamlining the regulation and taxation of surplus lines insurance and reinsurance among the states. The FIO, part of the U.S. Department of the Treasury, has limited authority and no direct regulatory authority over the business of insurance. The FIO’s principal mandates include monitoring the insurance industry, monitoring the extent to which traditionally underserved communities and consumers have access to affordable non-health insurance products, collecting insurance industry information and data and representing the U.S. with international insurance regulators. Although the FIO does not provide substantive regulation of the insurance industry at this time, we will monitor its activities carefully for any regulatory impact on our company. Furthermore, the Dodd-Frank Act authorized the U.S. Treasury Secretary and the Office of the U.S. Trade Representative to negotiate covered agreements. A covered agreement is an agreement between the U.S. and one or more foreign governments, authorities or regulatory entities, regarding prudential measures with respect to insurance or reinsurance. Pursuant to this authority, in September 2017, the U.S. and the European Union (EU) signed a covered agreement to address, among other things, reinsurance collateral requirements. As part of the passage of the Terrorism Risk Insurance Program Reauthorization Act (TRIPRA) in January 2015, the National Association of Registered Agents and Brokers (NARAB) was established by federal law, which is expected to streamline insurance agent/broker licensing. There has been little progress in implementing the provisions of NARAB to date. Other federal laws and regulations apply to many aspects of our company and its business operations. This federal regulation includes, without limitation, laws affecting privacy and data security and credit reporting — examples of which include the Gramm- Leach-Bliley Act, Fair Credit Reporting Act and Fair and Accurate Credit Transactions Act. It also includes international economic and trade sanctions — examples of which include the Office of Foreign Asset Control (OFAC) and the Iran Threat Reduction and Syrian Human Rights Act (ITR/SHR). ITR/SHR generally prohibits U.S. companies from engaging in certain transactions with the government of Iran or certain Iranian businesses, including the provision of insurance or reinsurance. Under ITR/SHR, we must disclose whether RLI Corp. or any of its affiliates knowingly engaged in certain specified activities identified in that law. For the year 2021, neither RLI Corp. nor its affiliates have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act, as required by the ITR/SHR. LICENSES AND TRADEMARKS We hold a U.S. federal service mark registration of our corporate name “RLI” and several other company service marks and trademarks with the U.S. Patent and Trademark Office. Such registrations protect our intellectual property nationwide from deceptively similar use. The duration of these registrations is 10 years, unless renewed. We monitor our trademarks and service marks and protect them from unauthorized use as necessary. HUMAN CAPITAL RLI is a specialty underwriting company whose achievement emanates from our entrepreneurial and ownership culture. We strive to hire top underwriting and claim talent, who work closely with our customers throughout the United States. Underwriters have the resources and authority to operate within established underwriting guidelines and share in the rewards when they succeed. Compensation plans are designed to reward profitability and shareholder value creation to better align compensation with the longer- 15 term nature of insurance products and stakeholder expectations. We solicit employee feedback to help ensure employees are engaged, feel valued and are contributing to our success. As of December 31, 2021, the Company employed 913 associates throughout the United States, 890 of whom were full time, and the average employee tenure was 10.2 years. We prefer to utilize our own underwriting, claims and support staff, given the complex nature of our products. The niche markets we operate within require unique experience and deep knowledge to select appropriate risks and serve our customers. Ensuring a seamless transfer of knowledge as employees retire and developing newer talent continues to be a focus of the Company. We enable employees to maintain and expand industry knowledge and technical expertise through education and training, as well as memberships in industry and trade associations. We leverage the services of a limited number of third-party contractors when it is difficult to hire employees that address a needed skill set outside of our core insurance functions or when efficiencies can be gained. Human Capital Oversight At the Board of Directors level, oversight of human capital is provided by the Human Capital and Compensation Committee (HCCC). Executive oversight for human capital is provided by the Company’s Vice President of Human Resources, who reports to the President & CEO. Key responsibilities of the Vice President of Human Resources include providing effective programs related to staffing and succession planning, employee recruiting and development, compensation and benefits, and compliance, which are monitored by the HCCC. Compensation and Benefits We compensate employees through a competitive compensation (Total Rewards) program that includes a base salary or hourly wage, annual incentives for all full-time employees, long-term incentives for management, retirement benefits, as well as health, disability and life insurance. We utilize various information sources, including local, regional and national compensation surveys, to establish competitive pay targets for each position in the company to ensure our Total Rewards program attracts and retains a talented workforce. An important element of the Total Rewards program is to promote alignment of employee and shareholder interests, which is achieved through the Company’s Employee Stock Ownership Plan (ESOP) and long-term incentive plan (LTIP). The ESOP is a qualified retirement plan that provides shares of RLI Corp. stock to employees based on the profitability of the Company, while management is granted stock options and restricted stock units through the LTIP. Management, at the level of vice president and above, is subject to stock ownership guidelines requiring them to hold Company shares valued at a multiple of their base salary, depending on their role. As of December 31, 2021, 9 percent of RLI Corp. shares were owned by insiders. Diversity and Inclusion We strive to cultivate an exceptional workforce to perpetuate our ownership culture, deliver excellent customer service and continue to achieve superior business results. Our goal is to attract, develop and retain the best talent from diverse backgrounds, while promoting a culture where different viewpoints are valued and individuals feel respected, are treated fairly and have an opportunity to excel in their chosen careers. FORWARD LOOKING STATEMENTS Forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 appear throughout this report. These statements relate to our current expectations, beliefs, intentions, goals or strategies regarding the future and are based on certain underlying assumptions by the Company. These forward looking statements generally include words such as “expect,” “predict,” “estimate,” “will,” “should,” “anticipate,” “believe” and similar expressions. Such assumptions are, in turn, based on information available and internal estimates and analyses of general economic conditions, competitive factors, conditions specific to the property and casualty insurance and reinsurance industries, claims development and the impact thereof on our loss reserves, the adequacy and financial security of our reinsurance programs, developments in the securities market and the impact on our investment portfolio, regulatory changes and conditions and other factors and are subject to various risks, uncertainties and other factors, including, without limitation those set forth below in “Item 1A Risk Factors.” Actual results could differ materially from those expressed in, or implied by, these forward looking statements. We assume no obligation to update any such statements. You should review the various risks, uncertainties and other factors listed from time to time in our Securities and Exchange Commission filings. 16 Item 1A. Risk Factors Insurance Industry Our results of operations and revenues may fluctuate as a result of many factors, including cyclical changes in the insurance industry, which may cause the price of our securities to be volatile. The results of operations of companies in the property and casualty insurance industry historically have been subject to significant fluctuations and uncertainties. Our profitability can be affected significantly by:  Competitive pressures impacting our ability to write new business or retain existing business at an adequate rate,  Rising levels of loss costs that we cannot anticipate at the time we price our coverages, including inflation in cost of materials, delays that cause increased business interruption losses and social inflation,  Volatile and unpredictable developments, including man-made, weather-related and other natural CATs, terrorist attacks or significant price changes of the commodities we insure,  Changes in the availability and level of reinsurance capacity,  Changes in the amount of losses resulting from new types of claims and new or changing judicial interpretations relating to the scope of insurers’ liabilities and  The ability of our underwriters to accurately select and price risk and our claim personnel to appropriately deliver fair outcomes. In addition, the demand for property and casualty insurance, both admitted and excess and surplus lines, can vary significantly, rising as the overall level of economic activity increases and falling as that activity decreases, causing our revenues to fluctuate. These fluctuations in results of operations and revenues may not reflect long-term results and may cause the price of our securities to be volatile. Our business is concentrated in several key states and a change in our business in one of those states could disproportionately affect our financial condition or results of operations. Although we operate in all 50 states, 50 percent of our direct premiums earned were generated in four states in 2021: California – 17 percent; New York – 12 percent: Florida – 11 percent; and Texas – 10 percent. An interruption in our operations, or a negative change in the business environment, insurance market or regulatory environment in one or more of these states could have a disproportionate effect on our business and direct premiums earned. We compete with a large number of companies in the insurance industry to underwrite premium and their actions could ultimately impact our overall results. We compete with a large number of other companies in our selected lines of business. We are vulnerable to the actions of other companies who may seek to write business without the appropriate regard for risk and profitability, especially during periods of intense competition for premium. During these times, it is very difficult to grow or maintain premium volume without sacrificing underwriting discipline and income. We face competition from specialty insurance companies, underwriting agencies and intermediaries, as well as diversified financial services companies that are significantly larger than we are, and that have significantly greater financial, marketing, management and other resources. We may also face competition from new sources of capital such as institutional investors seeking access to the insurance market, sometimes referred to as alternative capital, which may depress pricing or limit our opportunities to write business. Some of these competitors also have stronger brand awareness than we do. We may incur increased costs in competing for premium. If we are unable to compete effectively in the markets we operate in or are not successful expanding our operations into new markets, the amount of premium we write may decline, as well as overall business results. A number of new, proposed or potential legislative or industry developments could further increase competition in our industry, including:  An increase in capital-raising by companies in our lines of business, which could result in new entrants to our markets and an excess of capital in the industry, 17  The deregulation of commercial insurance lines in certain states and the possibility of federal regulatory reform of the insurance industry, which could increase competition from standard carriers for our excess and surplus lines of insurance business,  Programs in which state-sponsored entities provide property insurance in CAT-prone areas or other alternative markets types of coverage,  Changing practices, which may lead to greater competition in the insurance business and  The emergence of Insurtech companies and the development of new technologies, which may lead to disruption of current business models and the insurance value chain. New competition from these developments could cause the supply and/or demand for insurance or reinsurance to change, which could affect our ability to price our coverages at attractive rates and thereby adversely affect our underwriting results. A downgrade in our ratings from AM Best, Standard & Poor’s or Moody’s could negatively affect our business. Financial strength ratings are an important factor in establishing the competitive position of insurance companies. Our insurance companies are rated for overall financial strength by AM Best, Standard & Poor’s and Moody’s. AM Best, Standard & Poor’s and Moody’s ratings are independent opinions of an insurer’s financial strength and ability to meet ongoing insurance policy and contract obligations, based on a comprehensive quantitative and qualitative analysis of balance sheet strength, operating performance, business profile and enterprise risk management. These financial strength ratings are based on factors relevant to policyholders, agents, insurance brokers and intermediaries and are not specifically related to securities issued by the company. The view of required capital may differ between rating agencies, as well as from RLI Corp.’s own view of desired capital. Our ratings are subject to periodic review by such firms, and the criteria used in the rating methodologies is subject to change. As such, we cannot assure the continued maintenance of our current ratings. All of our ratings were reviewed during 2021. AM Best reaffirmed its A+, Superior rating for the combined entity of RLI Ins., Mt. Hawley and CBIC (group-rated). Standard & Poor’s lowered our rating for the group of RLI Ins. and Mt. Hawley to A from A+. Moody’s reaffirmed our group rating of A2 for RLI Ins. and Mt. Hawley. If our ratings are significantly reduced from their current levels by AM Best, Standard & Poor’s or Moody’s, our competitive position in the industry, and therefore our business, could be adversely affected. A significant downgrade could result in a substantial loss of business, as policyholders might move to other companies with greater financial strength ratings. We are subject to extensive governmental regulation, which may adversely affect our ability to achieve our business objectives. Moreover, if we fail to comply with these regulations, we may be subject to penalties, including fines and suspensions, which may adversely affect our financial condition, results of operations and reputation. Most insurance regulations are designed to protect the interests of policyholders rather than shareholders and other stakeholders. These regulations, generally administered by a department of insurance in each state and territory in which we do business, relate to, among other things:  Approval of policy forms and premium rates,  Standards of solvency, including risk-based capital measurements,  Licensing of insurers and their producers,  Restrictions on agreements with our large revenue-producing agents,  Cancellation and non-renewal of policies,  Restrictions on the nature, quality and concentration of investments,  Restrictions on the ability of our insurance company subsidiaries to pay dividends to the Company,  Restrictions on transactions between insurance company subsidiaries and their affiliates,  Restrictions on the size of risks insurable under a single policy, 18  Requiring deposits for the benefit of policyholders,  Requiring certain methods of accounting,  Periodic examinations of our operations and finances,  Prescribing the form and content of records of financial condition required to be filed and  Requiring reserves for unearned premium, losses and other purposes. These regulatory requirements may adversely affect or inhibit our ability to achieve some or all of our business objectives. In addition, regulatory authorities have relatively broad discretion to deny or revoke licenses for various reasons, including the violation of regulations. In some instances, we follow practices based on our interpretations of regulations or practices that we believe may be generally followed by the industry. These practices may turn out to be different from the interpretations of regulatory authorities. If we do not have the requisite licenses and approvals or do not comply with applicable regulatory requirements, insurance regulatory authorities could initiate investigations or other proceedings, fine the Company, preclude or temporarily suspend the Company from carrying on some or all of its activities or otherwise penalize the Company. This could adversely affect our ability to operate our business. Further, changes in the level of regulation of the insurance industry or changes in laws or regulations themselves or interpretations by regulatory authorities could adversely affect our ability to operate our business as currently conducted. In addition to regulations specific to the insurance industry, including the insurance laws of our principal state regulator (Illinois), as a public company we are also subject to the rules and regulations of the U.S. Securities and Exchange Commission and the New York Stock Exchange (NYSE), each of which regulate many areas such as financial and business disclosures, corporate governance and shareholder matters. We are also subject to the corporation laws of Delaware, where we are incorporated. At the federal level, among other laws, we are subject to the Sarbanes-Oxley Act and the Dodd-Frank Act, each of which regulate corporate governance, executive compensation and other areas, as well as laws relating to federal trade restrictions, privacy/data security and terrorism risk insurance laws. We monitor these laws, regulations and rules on an ongoing basis to ensure compliance and make appropriate changes as necessary. Implementing such changes may require adjustments to our business methods, increases to our costs and other changes that could cause the Company to be less competitive in the industry. Our loss reserves are based on estimates and may be inadequate to cover our actual insured losses, which would negatively impact our profitability. Significant periods of time often elapse between the occurrence of an insured loss, the reporting of the loss to the Company and the payment of that loss. To recognize liabilities for unpaid losses, we establish reserves as balance sheet liabilities representing estimates of amounts needed to pay reported and unreported losses and the related loss adjustment expenses. Loss reserves are estimates of the ultimate cost of claims and do not represent an exact calculation of liability. These estimates are based on historical information and on estimates of future trends that may affect the frequency and severity of claims that may be reported in the future. Estimating loss reserves is a difficult, complex and inherently uncertain process involving many variables and subjective judgments. Changes in industry practices, and in legal, legislative, regulatory, judicial, social and other conditions under which we operate may require us to pay claims we did not intend to cover when we wrote the policies. These changes may serve to extend the time for making claims, extend coverage and increase damages. These changes may not become apparent until after we have issued policies or bonds that are affected by the changes and, consequently, we may not know the extent of our liability and the impact to our financial performance until many years after a policy or bond was issued. The effects of these and other coverage issues are difficult to predict and could have a materially adverse effect on our financial performance. As part of the reserving process, we review historical data and consider the impact of various factors such as:  Loss emergence and cedant reporting patterns,  Underlying policy terms and conditions,  Business and exposure mix,  Emerging coverage issues,  Trends in claim frequency and severity,  Changes in operations, 19  Emerging economic and social trends,  State reviver statutes that permit claims after a statute of limitation has expired,  Inflation in amounts awarded by courts and juries and  Changes in the regulatory and litigation environments. This process assumes that past experience, adjusted for the effects of current developments and anticipated trends, is an appropriate basis for predicting future events. It also assumes adequate historical or other data exists upon which to make these judgments. For more information on the estimates used in the establishment of loss reserves, see the Loss and Settlement Expenses section of our Critical Accounting Policies contained within Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations. However, there is no precise method for evaluating the impact of any specific factor on the adequacy of reserves and actual results are likely to differ from original estimates. If the actual amount of insured losses is greater than the amount we have reserved for these losses, our profitability could suffer. Catastrophic losses are unpredictable and could cause the Company to suffer material financial losses. Our insurance coverages include exposure to catastrophic events, particularly earthquakes on the West Coast and hurricanes and tropical storms affecting the continental U.S. or Hawaii. Weather-related catastrophes may include meteorological events such as hurricanes, severe convective storms and winter weather; and climatological events such as drought, wildfires and heatwaves. In addition, catastrophe losses can occur from events such as lava flows in Hawaii and terrorist events in the U.S. The incidence and severity of catastrophes are inherently unpredictable. The extent of losses from a catastrophe is a function of both the total amount of insured values in the area affected by the event and the severity of the event. Most catastrophes are restricted to fairly specific geographic areas. However, hurricanes and earthquakes may produce significant damage in large, heavily populated areas. It is possible that a catastrophic event or multiple catastrophic events could cause the Company to suffer material financial losses. In addition, catastrophe claim costs may be higher than we originally estimate and could cause substantial volatility in our financial results for any fiscal quarter or year. We use models to help assess exposure to catastrophic events against established thresholds. Models include underlying assumptions based on a limited set of actual events and cannot contemplate all possible catastrophe scenarios. The losses we might incur from an actual catastrophe could be higher than our expectation of losses generated from modeled catastrophe scenarios, which could have a materially adverse effect on our results of operations and financial condition. To address uncertainty related to catastrophe models, we also monitor against thresholds using non-modeled scenarios. Changing climate and weather conditions may adversely affect our financial condition or profitability. Climate change is a complex and evolving issue and we cannot predict the cumulative impact it may have on our results of operations or financial condition at this time. The effects on the Company could include:  Changes in the frequency, severity and location of weather-related catastrophes, which may result in higher levels of losses,  Additional uncertainty in third party catastrophe models, which could impair our ability to asses exposure and adequately price the catastrophe risks we insure,  Flooding of coastal property, resulting from rising sea levels, making certain geographic areas uninhabitable, reducing demand for insurance products we offer in those areas,  Increased losses from weather-related catastrophes may make it more difficult to obtain reinsurance at desired levels, or more expensive to acquire reinsurance coverage, which may reduce the amount of business we write and the revenues we generate,  A transition from carbon-based energy to other sources of energy may decrease demand for insurance coverage we provide to the industries that produce or use carbon-based energy, or increase claims and losses related to those industries, affecting our profitability,  Changes in legislation, regulation and court decisions could increase our compliance costs, impose liability on policyholders that we did not contemplate when we underwrote policies, or limit our ability to sell insurance coverage to certain policyholders and 20  Losses on our invested assets that could have a material adverse impact on our results of operations and financial condition. Our reinsurers may not pay on losses in a timely fashion, or at all, which may increase our costs and have an adverse effect on our business. We purchase reinsurance to transfer part of the risk we have assumed (known as ceding) to a reinsurance company in exchange for part of the premium we receive in connection with the risk. Although reinsurance makes the reinsurer liable to the Company to the extent the risk is transferred or ceded to the reinsurer, it does not relieve the Company (the reinsured) of its liability to its policyholders. Accordingly, we bear credit risk with respect to our reinsurers. That is, our reinsurers may not pay claims made by the Company on a timely basis, or they may not pay some or all of these claims for a variety of reasons. Either of these events would increase our costs and could have a material adverse effect on our business. If we cannot obtain adequate reinsurance protection for the risks we have underwritten or at prices we deem acceptable, we may be exposed to greater losses from these risks or we may reduce the amount of business we underwrite, which would reduce our revenues. Market conditions beyond our control determine the availability and cost of the reinsurance protection that we purchase. In addition, the historical results of reinsurance programs and the availability of capital also affect the availability of reinsurance. Our reinsurance agreements are generally subject to annual renewal. We cannot be sure that we can maintain our current reinsurance protection, obtain other reinsurance facilities in adequate amounts and at favorable rates, or diversify our exposure among an adequate number of high-quality reinsurance partners. If we are unable to renew our expiring facilities or obtain new reinsurance facilities on terms we deem acceptable, either our net exposures would increase, which could increase the volatility of our results, or we would have to reduce the level of our underwriting commitments when possible, which would reduce our revenues. Financial and Investment Adverse changes in the economy could lower the demand for our insurance products and could have an adverse effect on the revenue and profitability of our operations. Factors such as business revenue, construction spending, government spending, the volatility and strength of the capital markets and inflation can all affect the business and economic environment. These same factors affect our ability to generate revenue and profits. Insurance premiums in our markets are heavily dependent on our customer revenues, payroll, value of goods transported, miles traveled and number of new projects initiated. In an economic downturn characterized by higher unemployment, declines in construction spending and reduced corporate revenues, the demand for insurance products is adversely affected. Adverse changes in the economy may lead our customers to have less need or desire for insurance coverage, to cancel existing insurance policies, to modify coverage or to not renew with the Company, all of which affect our ability to generate revenue. In addition, as approximately a third of our business relates to the construction industry, our results of operations could be significantly impacted in an economic downturn if the construction industry is affected disproportionally. Access to capital and market liquidity may adversely affect our ability to take advantage of business opportunities as they arise. Our ability to grow our business depends, in part, on our ability to access capital when needed. We cannot predict capital market liquidity or the availability of capital. We also cannot predict the extent and duration of future economic and market disruptions, the impact of government interventions into the market to address these disruptions and their combined impact on our industry, business and investment portfolios. If our company needs capital but cannot raise it, our business and future growth could be adversely affected. We are an insurance holding company and therefore may not be able to receive adequate or timely dividends from our insurance subsidiaries. RLI Corp. is the holding company for our three insurance operating companies. At the holding company level, our principal assets are the shares of capital stock of our insurance company subsidiaries. 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. 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 IDOI. As a result, we may not be able to receive dividends from such subsidiary at times and in amounts necessary to pay RLI Corp. obligations and desired dividends to shareholders. Ordinary dividends, which may be paid by our principal insurance subsidiary without prior regulatory approval, are subject to certain limitations based upon 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. Any dividend distribution in excess of the 21 ordinary dividend limits is deemed extraordinary and requires prior approval (or non-disapproval) from the IDOI. Because the limitations are based upon a rolling 12-month period, the presence, amount and impact of these restrictions vary over time. We may not be able to, or might not choose to, continue paying dividends on our common stock. We have a history of paying regular, quarterly dividends and in recent years have paid special dividends. Any determination to pay either type of dividend to our stockholders in the future will be at the discretion of our board of directors and will depend on our results of operations, financial condition and other factors deemed relevant by our board of directors. Our ability to pay dividends depends largely on our subsidiaries’ earnings and operating capital requirements, and is subject to the regulatory, contractual and other constraints of our subsidiaries, including the effect of any such dividends or distributions on the AM Best rating or other ratings of our insurance subsidiaries. In addition, we may choose to retain capital to support growth or further mitigate risk, instead of returning excess capital to our shareholders. Our investment results and, therefore, our financial condition may be impacted by changes in the business, financial condition or operating results of the entities in which we invest, as well as changes in interest rates, government monetary policies, general economic conditions, liquidity and overall market conditions. We invest the premiums we receive from customers until they are needed to pay expenses or policyholder claims. Funds remaining after paying expenses and claims remain invested and are included in retained earnings. The value of our investment portfolio can fluctuate as a result of changes in the business, financial condition or operating results of the entities in which we invest. In addition, fluctuations can result from changes in interest rates, credit risk, government monetary policies, liquidity of holdings and general economic conditions. The equity portfolio will fluctuate with movements in the overall stock market. While the equity portfolio has been constructed to have lower downside risk than the market, the portfolio is positively correlated with movements in domestic stocks. The bond portfolio is affected by interest rate changes and movement in credit spreads. We attempt to mitigate our interest rate and credit risks by constructing a well-diversified portfolio of high-quality securities with varied maturities. These fluctuations may negatively impact our financial condition. Operational Our success will depend on our ability to maintain and enhance effective operating procedures and manage risks on an enterprise wide basis. Operational risk and losses can result from, among other things, fraud, errors, failure to document transactions properly, failure to obtain proper internal authorization, failure to comply with regulatory requirements, information technology failures or external events. We continue to enhance our operating procedures and internal controls to effectively support our business and our regulatory and reporting requirements. The NAIC and state legislatures have increased their focus on risks within an insurer’s holding company system that may pose enterprise risk to insurers. The Illinois legislature has adopted the Risk Management and Own Risk and Solvency Assessment (ORSA) Law, which requires domestic insurers to maintain a risk management framework and establishes a legal requirement for domestic insurers to conduct an ORSA in accordance with the NAIC’s ORSA Guidance Manual. The ORSA Law also provides that, no less than annually, an insurer must submit an ORSA summary report. Under the Illinois insurance holding company laws, on an annual basis, we are also required to file an enterprise risk report with the IDOI, which is intended to identify the material risks within our insurance holding company system that could pose enterprise risk to our insurance company subsidiaries. We operate within an enterprise risk management (ERM) framework designed to assess and monitor our risks. However, assurance that we can effectively review and monitor all risks or that all of our employees will operate within the ERM framework cannot be guaranteed. Assurances that our ERM framework will result in the Company accurately identifying all risks and accurately limiting our exposures based on our assessments also cannot be guaranteed. We may not be able to effectively start up or integrate new product opportunities. Our ability to grow our business depends, in part, on our creation, implementation or acquisition of new insurance products that are profitable and fit within our business model. Our ability to grow profitably requires that we identify market opportunities, which may include acquisitions, and that we attract and retain underwriting and claims expertise to support that growth. New product launches, as well as resources to integrate business acquisitions are subject to many obstacles, including ensuring we have sufficient business and systems processes, determining appropriate pricing, obtaining reinsurance, assessing opportunity costs and regulatory burdens and planning for internal infrastructure needs. If we cannot effectively or accurately assess and overcome these obstacles, or we improperly implement new insurance products, our ability to grow profitably could be impaired. We may be unable to attract and retain qualified key employees. We depend on our ability to attract and retain experienced underwriting and claim talent, who have deep knowledge of the niche business we write, and other skilled employees. If we cannot attract or retain top-performing executive officers, underwriters and other 22 employees, the quality of their performance decreases or we fail to implement succession plans for our key employees, we may be unable to maintain our current competitive position in the markets in which we operate or expand our operations into new markets. We rely on third-party vendors for a number of key components of our business. We contract with a number of third-party vendors to support our business. For example, we have license agreements for software that we use to model natural catastrophes, process claims, and manage policies, producers and financial processes. The vendors range from large national companies, who are dominant in their area of expertise and would be difficult to quickly replace, to smaller or start-up vendors with leading technology, but with shorter operating histories and fewer financial resources. Failures of certain vendors to provide services could adversely affect our ability to deliver products and services to our customers, disrupting our business and causing the Company to incur significant expense. If one or more of our vendors fail to protect personal information of our customers, claimants or employees, we may incur operational impairments, or could be exposed to litigation, compliance costs or reputation damage. We maintain a vendor management program to establish procurement policies and to monitor vendor risk, including the security and stability of our critical vendors. Any significant interruption in the operation of our facilities, systems and business functions could adversely affect our financial condition and results of operations. We rely on multiple computer systems to interact with producers and customers, issue policies, pay claims, run modeling functions, assess insurance risks and complete various important internal processes including accounting and bookkeeping. Our business is highly dependent on our ability to access these systems to perform necessary business functions. Additionally, some of these systems may include or rely upon third-party systems not located on our premises. Any of these systems may be exposed to unplanned interruption, unreliability or intrusion from a variety of causes, including among others, storms and other natural disasters, terrorist attacks, utility outages or complications encountered as existing systems are replaced or upgraded. Any such issues could materially impact our company including the impairment of information availability, compromise of system integrity/accuracy, misappropriation of confidential information, reduction of our volume of transactions and interruption of our general business. Although we believe our computer systems are secure and continue to take steps to ensure they are protected against such risks, we cannot guarantee such problems will not occur. If they do, interruption to our business and damage to our reputation and related costs, could be significant, which could impair our profitability. Epidemics, pandemics and public health outbreaks, including the ongoing coronavirus (COVID-19) pandemic, could adversely affect our business, including revenues, profitability, results of operations and/or cash flows, in a manner and to a degree that could be material. Epidemics, pandemics and other public health outbreaks generally result in significant disruptions in economic activity and financial markets. The cumulative effects on the Company could include, without limitation:  Reduced demand for our insurance policies due to reduced economic activity, which could negatively impact our revenues,  Reduced cash flows from our policyholders, delaying premium payments,  Increased costs and disruption of operations due to employees working remotely or unavailability of our employees,  Increased claims, losses, litigation and related expenses,  Legislative, regulatory and judicial actions in response to the public health outbreak, including, but not limited to, actions prohibiting us from cancelling insurance policies in accordance with our policy terms, requiring us to cover losses when our underwriting intent in those policies was not to provide coverage or was to exclude coverage, ordering us to provide premium refunds, granting extended grace periods for payment of premiums and providing for extended periods of time to pay premiums that are past due,  Policyholder losses from pandemic-related claims could be greater than our reserves for those losses,  Volatility and declines in financial markets could reduce the fair market value, or result in the impairment, of invested assets held by the Company and  Changes in interest rates, which could reduce future investment results. Although we have investigated and closed a substantial number of COVID-19-related claims without payment, state and federal courts could rule that such claims are covered under our policies. Court decisions upholding our position that these COVID-19 related 23 claims are not covered under our policies could also be overturned on appeal. These actions could result in an increase in claims and paid losses, which could have a materially adverse effect on our financial performance. Such appellate court decisions may take several years to become final and their ultimate outcome is uncertain at this time. We experienced declines in premium in select product lines and established loss and defense reserves for others at the onset of the COVID-19 pandemic. While other impacts that could result from pandemics have not manifested to a significant degree for RLI through the end of 2021, circumstances continue to change and we could be affected in different ways in the future. To the extent the COVID-19 pandemic adversely affects our business and financial results, it may also heighten many of the other risks described herein. If we are unable to keep pace with the technological advancements in the insurance industry, our ability to compete effectively could be impaired. Our operations rely upon complex and expensive information technology systems for interacting with policyholders, brokers and other business partners. The pace at which information systems must be upgraded is continually increasing, requiring an ongoing commitment of significant resources to maintain or upgrade to current standards and serve our customers. If we are unable to keep pace with the advancements being made in technology, our ability to compete with other insurance companies who have advanced technological capabilities will be negatively affected. Furthermore, if we are unable to effectively update or replace our key legacy technology systems as they become obsolete or as emerging technology renders them competitively inefficient, our competitive position, security and our cost structure could be adversely affected. Technology breaches or failures, including but not limited to cyber security incidents, could disrupt our operations, result in the loss of critical and confidential information and expose us to additional liabilities, which could adversely impact our reputation and results of operations. Global cyber security threats can range from uncoordinated individual attempts to gain unauthorized access to our information technology systems, and those of our business or service providers, to sophisticated and targeted measures known as advanced persistent threats. Like other companies, RLI Corp. is also subject to insider threats that may impact the confidentiality, integrity or availability of our data. We, as well as our business partners and service providers, employ measures to prevent, detect, address and mitigate these threats (including access controls, data encryption, vulnerability assessments, continuous monitoring of information technology networks and systems and maintenance of backup and protective systems). However, cyber security incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations. Security breaches could expose the Company to a risk of loss or misuse of our or our customers’ information, litigation and potential liability. In addition, cyber incidents that impact the availability, reliability, speed, accuracy or other proper functioning of our technology systems could impact our operations. We may not have the resources or technical sophistication to anticipate or prevent every type of cyber attack. A significant cyber incident, including system failure, security breach, disruption by malware or other damage could interrupt or delay our operations, result in a violation of applicable privacy and other laws, damage our reputation, cause a loss of customers or give rise to remediation costs, monetary fines and other penalties, which could be significant. We have cyber insurance, but it is possible that the coverage we have in place would not entirely protect the Company in the event that we experienced a cyber security incident, interruption or widespread failure of our information technology systems. We may suffer losses from litigation, which could materially and adversely affect our financial condition and business operations. We continually face risks associated with litigation of various types, including general commercial and corporate litigation, and disputes relating to bad faith allegations that could result in the Company incurring losses in excess of policy limits. We are party to a variety of litigation matters throughout the year. Litigation is subject to inherent uncertainties, and if there were an unfavorable outcome, there exists the possibility of a material adverse impact on our results of operations and financial position in the period in which the outcome occurs. Even if an unfavorable outcome does not materialize, we still may face substantial expense and disruption associated with the litigation. Anti-takeover provisions affecting the Company could prevent or delay a change of control that is beneficial to you. Provisions of our certificate of incorporation and by-laws, as well as applicable Delaware law, federal and state regulations and insurance company regulations may discourage, delay or prevent a merger, tender offer or other change of control that holders of our securities may consider favorable. Some of these provisions impose various procedural and other requirements that could make it more difficult for shareholders to affect certain corporate actions. These provisions could:  Have the effect of delaying, deferring or preventing a change in control of the Company,  Discourage bids for our securities at a premium over the market price, 24  Adversely affect the market price, the voting and other rights of the holders of our securities or  Impede the ability of the holders of our securities to change our management. In particular, we are subject to Section 203 of the Delaware General Corporation Law which, under certain circumstances, restricts our ability to engage in a business combination, such as a merger or sale of assets, with any stockholder that, together with affiliates, owns 15 percent or more of our common stock, which similarly could prohibit or delay the accomplishment of a change of control transaction. Item 1B. Unresolved Staff Comments - None. Item 2. Properties We own five commercial buildings totaling 173,000 square feet on our 23-acre campus that serves as our corporate headquarters in Peoria, Illinois. All of our branch offices and other company operations lease office space throughout the country. Management considers our office facilities suitable and adequate for our current levels of operations. Item 3. Legal Proceedings Information on our legal proceedings is set forth in note 10 to the Consolidated Financial Statements included under Item 8, Financial Statements and Supplementary Data. Item 4. Mine Safety Disclosures - Not applicable. 25 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities RLI Corp. common stock trades on the New York Stock Exchange under the symbol RLI. RLI Corp. has paid dividends for 182 consecutive quarters and increased quarterly dividends in each of the last 46 years. In December 2021 and 2020, RLI Corp. paid special cash dividends of $2.00 and $1.00 per share to shareholders, respectively. As of February 2, 2022, there were 919 registered holders of the Company’s common stock. Performance The following graph provides a five-year comparison of RLI Corp.’s total return to shareholders compared to that of the S&P 500 and S&P 500 P&C Index: RLI S&P 500 S&P 500 P&C Index $ -------------- •••••••••••••••• — — — 100 $ 100 100 100 $ 122 122 117 $ 116 117 156 $ 153 147 184 $ 181 156 204 233 183 2016 2017 2018 2019 2020 2021 Assumes $100 invested on December 31, 2016, in RLI, S&P 500 and S&P 500 P&C Index, with reinvestment of dividends. Comparison of five-year annualized total return — RLI: 15.3%, S&P 500: 18.4% and S&P 500 P&C Index: 12.9%. Securities Authorized for Issuance under Equity Compensation Plans Refer to Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” of this document for information on securities authorized for issuance under our equity compensation plan. Recent Sales of Unregistered Securities; Uses of Proceeds from Registered Securities - Not applicable. Equity Repurchases In 2010, our board of directors implemented a $100 million share repurchase program. We last repurchased shares in 2011. We have $87.5 million of remaining capacity from the repurchase program. The repurchase program may be suspended or discontinued at any time without prior notice. Item 6. Selected Financial Data – Not applicable. 26 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 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 2021, we achieved our 26th consecutive year of underwriting profitability. Over the 26-year period, we averaged an 88.4 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. GAAP, NON-GAAP AND PERFORMANCE MEASURES Throughout this annual report, we include certain non-generally accepted accounting principles (non-GAAP) financial measures. Management believes that these non-GAAP measures further explain the Company’s results of operations and allow for a more complete understanding of the underlying trends in the Company’s business. These measures should not be viewed as a substitute for those determined in accordance with generally accepted accounting principles in the United States of America (GAAP). In addition, our definitions of these items may not be comparable to the definitions used by other companies. Following is a list of non-GAAP 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: (in thousands) Net earnings Income tax expense Earnings before income taxes Equity in earnings of unconsolidated investees General corporate expenses Interest expense on debt Net unrealized gains on equity securities Net realized gains Net investment income Underwriting income Combined Ratio Year ended December 31, 2020 2021 $ $ $ 279,354 $ 64,967 344,321 $ (37,060 ) 13,330 7,677 (65,258 ) (64,222 ) (68,862 ) 129,926 $ 157,091 32,750 189,841 (20,233 ) 10,265 7,603 (32,101 ) (17,885 ) (67,893 ) 69,597 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. 27 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 take into account estimated recoveries from reinsurance, 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. 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 28 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. Product line Commercial excess Length of reserve tail Long Emergence patterns relied upon Internal Personal umbrella Medium Internal General liability Long Internal Professional services Medium Internal & external Commercial transportation Medium Internal Small commercial Long Internal Executive products Long Internal & significant external Expected loss Reserve ratio estimation variability variability High High Medium Medium Medium High Medium Medium Medium Medium Medium Medium High High Other risk factors Low frequency High severity Loss trend volatility Exposure growth Unforeseen tort potential Exposure changes/mix Low frequency High severity Loss trend volatility Exposure growth Unforeseen tort potential Exposure changes/mix Unforeseen tort potential Highly varied exposures Loss trend volatility Unforeseen tort potential High severity Exposure change/mix Loss trend volatility Unforeseen tort potential Exposure growth/mix Unforeseen tort potential Small volume Low frequency High severity Loss trend volatility Economic volatility Unforeseen tort potential Exposure growth/mix Heavily reinsured Other casualty Marine Other property Medium Internal & external Small volume Medium Medium Medium Internal & external Exposure growth/mix High High Short Internal Surety Medium Internal Runoff including asbestos & environmental Long Internal & external CAT aggregation exposure Low frequency High severity Economic volatility Unique exposures Loss trend volatility Mass tort/latent exposure High Medium Medium Medium High High 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. Therefore, actual paid losses in the future may yield a significantly different amount than currently reserved — favorable or unfavorable. 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. 29 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. 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. 30 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 cohort 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 business 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. 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. 31 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. 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, 32  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. A review of the resulting variance between the indicated reserves and the carried reserves takes place. Our actuaries make a recommendation to management in regards 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, the LRC determines whether the reserve balances require adjustment. Resulting reserve balances have always fallen within our actuaries’ reasonable range of estimates. 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 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 quantitative information. In the cases where these risks fail to materialize, 33 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, 2021. 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 22 percent favorable and our management liability emergence has ranged from 34 percent adverse to 61 percent favorable over the last three years, while our overall emergence for all products combined has ranged from 27 percent to 33 percent favorable. The numbers below are the changes in estimated ultimate loss and ALAE in millions of dollars as of December 31, 2021, resulting from the change in the parameters shown. These parameters were applied to a general liability net loss and LAE reserve balance of $227.7 million, in addition to associated ULAE and latent liability reserves, at December 31, 2021. (in millions) +/-5 point change in expected loss ratio for all accident years +/-10% change in expected emergence patterns +/-30% change in actual loss emergence over a calendar year Simultaneous change in expected loss ratio (5pts), expected emergence patterns (10%) and actual loss emergence (30%). Result from favorable change in parameter $ $ $ (12.6 ) $ (5.9 ) $ (8.0 ) $ Result from unfavorable change in parameter 13.0 6.0 8.4 $ (26.6 ) $ 27.4 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 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. 34 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 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. 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. We also have a significant amount of deferred tax liabilities from unrealized gains on the investment 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. 35 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 the highest service and support levels possible for our customers throughout the COVID-19 pandemic. It is difficult to predict how and to what extent COVID-19, and its effects on the economy, will impact our revenues in the coming quarters. In 2020, the product line that experienced the greatest impact was public transportation. Many of our passenger transportation customers were unable to effectively operate under social- distancing protocols and stay-at-home orders. Although transportation premium was up from pre-pandemic levels in total in 2021, public transportation may continue to be challenged. Additionally, a number of our products support the construction industry, and revenues may be impacted if disruption in this sector does not continue to ease. The loss exposure arising out of the spread of COVID-19 and the resulting shutdown will take time to resolve. We do not offer event cancellation, travel, trade credit or pandemic-related coverages, which would be more directly impacted by the COVID-19 pandemic. The derivative implications that COVID-19 had on the economy may have negative implications on products that are correlated with the credit cycle, including, but not limited to, some of our surety and executive products offerings. Additionally, the professional services and executive product groups may be affected by claims made against companies who are reopening or returning to work. Actuarial models base future emergence on historic experience, with adjustments for current trends, and the appropriateness of these assumptions involved greater uncertainty as of December 31, 2021. We expect there will be impacts to the timing of loss emergence and ultimate loss ratios for certain coverages. The industry experienced new issues, including the postponement of civil court cases, the extension of various statutes of limitations 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. Investment yields decreased throughout 2020, which resulted in lower reinvestment rates through most of 2021. As investment yields rise, the fair value of the fixed income portfolio will decline, as we observed with our $58.9 million of after-tax other comprehensive loss during 2021. We produced solid operating results in 2021 and our financial position remains strong. We generated $384.9 million of net operating cash inflows and believe we have sufficient sources of liquidity to meet our anticipated needs over the next 12 to 24 months. Our revolving credit facility provides for a borrowing capacity of $60.0 million, which can be increased to $120.0 million under certain circumstances. Furthermore, our membership in the Federal Home Loan Bank system provides a secured lending facility with additional borrowing capacity. Ultimately, the extent to which COVID-19 will affect our business will be influenced by its impact on the economy. We continue to evaluate all aspects of our operations and are making necessary adjustments to manage our business. Our diversified portfolio of products and financial strength have allowed us to remain on solid footing. We believe we have a strong and sustainable underwriting approach that will allow us to weather the economic environment and uncertainty we continue to experience. RESULTS OF OPERATIONS This section of this Form 10-K generally discusses 2021 and 2020 items and year-to-year comparisons between 2021 and 2020. Discussions of 2019 items and year-to-year comparisons between 2020 and 2019 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, 2020, incorporated herein by reference. Consolidated revenue for 2021 increased $195.6 million from 2020. Net premiums earned for the Group increased 13 percent, driven by growth from our casualty and property segments, while performance in the equity portfolio also surpassed the return generated in 2020. Net investment income increased by 1 percent in 2021, primarily due to a larger asset base. Additionally, in the normal course of portfolio rebalancing, we recorded net realized gains on our investment portfolio in both 2021 and 2020. CONSOLIDATED REVENUE (in thousands) Net premiums earned Net investment income Net realized gains Net unrealized gains on equity securities Total consolidated revenue Year ended December 31, 2020 2021 $ $ 980,903 $ 68,862 64,222 65,258 1,179,245 $ 865,747 67,893 17,885 32,101 983,626 36 Net earnings for 2021 totaled $279.4 million, up from $157.1 million in 2020. Improved underwriting income was bolstered by an increase in unrealized gains on equity securities. NET EARNINGS (in thousands) Underwriting income Net investment income Net realized gains Net unrealized gains on equity securities Interest expense on debt General corporate expenses Equity in earnings of unconsolidated investees Earnings before income taxes Income tax expense Net earnings UNDERWRITING RESULTS Year ended December 31, 2020 2021 $ $ $ 129,926 $ 68,862 64,222 65,258 (7,677 ) (13,330 ) 37,060 344,321 $ (64,967 ) 279,354 $ 69,597 67,893 17,885 32,101 (7,603 ) (10,265 ) 20,233 189,841 (32,750 ) 157,091 Gross premiums written increased $210.9 million, or 19 percent, in 2021 when compared to 2020. Growth was achieved in all three segments, though the increase was driven by products in the casualty and property segments. Positive rate movement across most of the casualty and property portfolio and expanded distribution provided for growth opportunities in established lines. Net premiums earned increased $115.2 million, or 13 percent, in 2021 when compared to 2020. Underwriting results for 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. Comparatively, 2020 included $51.5 million of pretax losses and $1.5 million of reinstatement premium from hurricanes, as well as $6.5 million of other storm and civil unrest losses. Additionally, $18.3 million of COVID-19 related loss and defense reserves were established in 2020. Results for each period benefited, however, from favorable development on prior years’ loss reserves, which provided additional pretax earnings of $125.5 million in 2021, compared to $101.1 million in 2020. Further discussion of reserve development can be found in note 6 to the consolidated financial statements within Item 8, Financial Statements and Supplementary Data. Incentive and profit-sharing amounts earned by executives, managers and associates are predominately influenced by corporate performance including operating return on equity, combined ratio and Market Value Potential (MVP). MVP is a compensation model that measures components of comprehensive earnings against a minimum required return on capital. MVP is the primary measure of executive bonus achievement and a significant component of manager and associate incentive targets. Incentive and profit-sharing related expenses attributable to the favorable reserve developments totaled $18.3 million and $14.2 million for 2021 and 2020, respectively. These performance-related expenses impact policy acquisition, insurance operating and general corporate expenses line items in the financial statements. Partially offsetting the 2021 and 2020 increases were $8.5 million and $11.2 million, respectively, in reductions to incentive and profit-sharing amounts earned due to losses associated with catastrophe activity, as well as the reserves that were established for COVID-19 in 2020. In total, underwriting income was $129.9 million on an 86.8 combined ratio in 2021, compared to $69.6 million on a 92.0 combined ratio in 2020. The loss ratio was 46.5 in 2021, compared to 51.2 in 2020. The expense ratio decreased to 40.3 in 2021, from 40.8 in 2020. While higher levels of underwriting income and net earnings led to larger levels of bonus and profit-sharing expenses, the expense ratio declined as a result of a larger earned premium base. We achieved our 26th consecutive year of underwriting profit in 2021. Our ability to continue to produce underwriting income, and to 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. The following tables and narrative provide a more detailed look at individual segment performance over the last two years. 37 GROSS PREMIUMS WRITTEN AND NET PREMIUMS EARNED (in thousands) CASUALTY Commercial excess and personal umbrella General liability Professional services Commercial transportation Small commercial Executive products Other casualty Total casualty PROPERTY Commercial property Marine Specialty personal Other property Total property SURETY Miscellaneous Commercial Contract Total surety Grand total Casualty Gross Premiums Written 2020 % Change 2021 Net Premiums Earned 2020 % Change 2021 99,017 96,735 106,432 68,475 $ 283,242 $ 237,239 94,307 91,300 63,345 65,843 136,078 121,653 75,722 $ 871,584 $ 749,409 81,605 19 % $ 219,437 $ 178,214 5 % 90,853 91,653 6 % 88,855 85,196 68 % 83,352 64,624 4 % 64,660 63,357 12 % 21,873 26,509 8 % 64,609 59,968 16 % $ 633,639 $ 569,521 $ 202,855 $ 145,371 98,027 112,721 20,962 24,672 4,409 7,618 $ 347,866 $ 268,769 40 % $ 107,941 $ 79,406 15 % 97,745 81,852 18 % 21,385 19,596 73 % 2,866 4,766 29 % $ 231,837 $ 183,720 $ 46,599 $ 51,529 29,776 43,174 46,426 28,654 $ 127,904 $ 118,254 8 % $ 43,982 $ 42,292 11 % 43,738 42,872 4 % 27,707 27,342 8 % $ 115,427 $ 112,506 23 % (1 ) % 4 % 29 % 2 % (17 ) % 8 % 11 % 36 % 19 % 9 % 66 % 26 % 4 % 2 % 1 % 3 % $ 1,347,354 $ 1,136,432 19 % $ 980,903 $ 865,747 13 % Gross premiums written for the casualty segment were up $122.2 million for 2021. Gross premiums from commercial excess and personal umbrella increased $46.0 million, due to rate increases and an expanded distribution base. Rate increases led to a 12 percent increase in premiums for our executive products group. Growth in the amount of business written by Prime, with whom we maintain a quota share reinsurance treaty, led to an increase in other casualty premium. Commercial transportation was meaningfully affected by the stay-at-home orders associated with COVID-19, which resulted in a significant decrease in premium in 2020. Transportation premiums were up $43.1 million in 2021, when compared to 2020, and were up from pre-pandemic levels. Property Gross premiums written from our property segment were up $79.1 million in 2021. Our commercial property business was up $57.5 million, as rates on wind and earthquake exposures continued to increase, building valuations rose and market disruption provided an opportunity to increase market share. Rate increases and improved retention led to $14.7 million of growth for our marine product. Other property premium increased as a result of property-exposed GBA business that continued to gain scale. Surety Gross premiums written from our surety segment were up $9.7 million in 2021. The expansion of existing accounts and new business resulted in increased premium for commercial surety. The increase in miscellaneous surety premium is attributable to growth in existing programs and new opportunities from market disruption. Contract surety benefited from new construction opportunities. UNDERWRITING INCOME (in thousands) Casualty Property Surety Total 2021 2020 $ $ 95,519 $ 11,300 23,107 129,926 $ 44,427 (3,182 ) 28,352 69,597 38 COMBINED RATIO Casualty Property Surety Total Casualty 2021 2020 84.9 95.1 80.0 86.8 92.2 101.7 74.8 92.0 Underwriting income for the casualty segment was $95.5 million on an 84.9 combined ratio in 2021, compared to $44.4 million on a 92.2 combined ratio in 2020. The improvement is the result of increased favorable development on prior accident years’ reserves and 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 $108.6 million for 2021, which was experienced across accident years 2014 through 2020. Products which generated the majority of the favorable development include general liability, transportation, professional services, commercial excess and personal umbrella. No product experienced significant adverse development. Comparatively, results for the casualty segment in 2020 included favorable development of $75.1 million, with the bulk of the development attributable to transportation, general liability, commercial excess and professional services across accident years 2016 through 2019. Hurricane and storm losses on casualty-oriented package policies that include property coverage resulted in $4.1 million of losses in 2021. Comparatively, $4.4 million of hurricane losses were incurred in 2020 and $12.9 million of reserves were established for COVID-19 loss and defense costs on financial-related product lines. The segment’s loss ratio was 49.2 in 2021, compared to 56.6 in 2020. The lower loss ratio in 2021 was due to the higher amounts of favorable development on prior years’ reserves. The expense ratio for the casualty segment was 35.7 in 2021, compared to 35.6 in 2020. Property Underwriting income from the property segment was $11.3 million on a 95.1 combined ratio in 2021, compared to $3.2 million of underwriting loss on a 101.7 combined ratio in 2020. Underwriting 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. Comparatively, results for 2020 included $13.0 million of favorable development in prior years’ reserves, largely from marine, $5.0 million of storm and civil unrest losses and $2.0 million of reserves related to COVID-19 investigative and defense costs. Additionally, hurricane activity resulted in $47.2 million of losses and $1.5 million of ceded reinstatement premium. 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 56.0 in 2021, compared to 60.6 in 2020. Catastrophe losses added 24 points to the loss ratio in 2021, compared to 30 points of impact from catastrophe losses in 2020. The expense ratio for the property segment declined to 39.1 in 2021, from 41.1 in 2020. Surety Underwriting income for the surety segment totaled $23.1 million on an 80.0 combined ratio in 2021, compared to $28.4 million on a 74.8 combined ratio in 2020. 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 2021 included favorable development on prior accident years’ reserves, which decreased loss and settlement expenses for the segment by $5.9 million. Comparatively, 2020 results included favorable development on prior accident years’ loss reserves, which decreased the segment’s loss and settlement expenses by $13.0 million, and offset $3.4 million in reserves established for COVID-19 related losses. The segment’s loss ratio was 13.0 in 2021, compared to 8.4 in 2020. A decreased amount of favorable development on prior years’ reserves in 2021 led to a higher loss ratio. The expense ratio for the surety segment was 67.0 in 2021, compared to 66.4 in 2020. 39 NET INVESTMENT INCOME AND REALIZED INVESTMENT GAINS During 2021, net investment income increased by 1 percent. The increase was primarily due to a larger asset base. The average annual yields on our investments were as follows for 2021 and 2020: PRETAX YIELD Taxable (on book value) Tax-exempt (on book value) Equities (on fair value) AFTER-TAX YIELD Taxable (on book value) Tax-exempt (on book value) Equities (on fair value) 2021 2020 2.76 % 2.63 % 2.07 % 2.18 % 2.49 % 1.80 % 3.10 % 2.69 % 2.33 % 2.45 % 2.55 % 2.02 % 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 2021, the average after-tax yield on the taxable fixed income portfolio was 2.2 percent, a decrease from 2.5 percent in the prior year. The average after-tax yield on the tax-exempt portfolio declined slightly to 2.5 percent. The fixed income portfolio increased by $213.3 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 -0.3 percent. Our equity portfolio increased by $89.8 million to $613.8 million in 2021 as a result of the strong equity market returns during the year. The total return for the year on the equity portfolio was 26.4 percent. Our investment results for the last five years are shown in the following table: Average Invested Assets (1) Net Investment Income (2)(3) Net Realized Gains (3) Change in Unrealized Appreciation (3)(4) Tax Pre-tax Annualized Return on Equivalent Annualized Return on Avg. Invested Assets Avg. Invested Assets $ 2,081,309 $ 2,167,510 2,377,295 2,698,721 3,000,025 $ 2,464,972 $ 54,876 $ 62,085 68,870 67,893 68,862 64,517 $ 4,411 $ 63,407 17,520 17,885 64,222 33,489 $ 53,719 (140,513 ) 161,848 99,451 (6,280 ) 33,645 5.4 % (0.7 ) % 10.4 % 6.9 % 4.2 % 5.2 % 5.8 % (0.6 ) % 10.5 % 6.9 % 4.3 % 5.4 % (in thousands) 2017 2018 2019 2020 2021 5-yr Avg. Investment income, net of investment expenses. (1) Average amounts at beginning and end of year (inclusive of cash and short-term investments). (2) (3) Before income taxes. (4) Relates to available-for-sale fixed income and equity securities. 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. In 2020, we recognized $15.8 million in net realized gains in the equity portfolio, $3.9 million in net realized gains in the fixed income portfolio and $1.8 million in other net realized losses. 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, 2021, the portfolio had a fair value of $3.2 billion, an increase of $325.9 million from the end of 2020. 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 40                            value. For additional information, see notes 1 and 2 to the consolidated financial statements within Item 8, Financial Statements and Supplementary Data. As of December 31, 2021, our investment portfolio had the following asset allocation breakdown: (in thousands) U. S. government U.S. agency Non-U.S. government & agency Agency MBS ABS/CMBS/MBS** Corporate Municipal Total fixed income Equities Other invested assets Cash Total portfolio Cost or Unrealized % of Total Amortized Cost Fair Value Gain/(Loss) Fair Value $ 30,403 8,297 127,752 $ 134,554 $ 32,760 8,481 362,861 367,187 264,273 264,054 925,394 957,095 627,287 645,756 $ 2,346,267 $ 2,409,887 $ 6,802 2,357 184 4,326 (219 ) 31,701 18,469 63,620 324,501 613,776 289,275 6,066 50,501 — 88,804 $ 2,804,007 $ 3,162,968 $ 358,961 44,435 88,804 Quality* 4.3 % AAA AAA 1.0 % 0.3 % BBB+ AAA AA 11.6 % 8.3 % AA AA- 30.3 % BBB+ 20.4 % 76.2 % 19.4 % 1.6 % 2.8 % 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 76 percent of our total 2021 portfolio, down from 77 percent in 2020. As of December 31, 2021, the fair value of our fixed income portfolio consisted of 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. This compares to 44 percent AAA-rated securities, 19 percent AA-rated securities, 21 percent A-rated securities, 10 percent BBB-rated securities and 6 percent non-investment grade or non-rated securities in 2020. 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, 2021, our fixed income portfolio’s duration was 5.0 years. Consistent underwriting income allows a portion of our investment portfolio to be invested in equity securities and other risk asset classes. Equities comprised 19 percent of our total 2021 portfolio, the same as 2020. 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. 41 FIXED INCOME PORTFOLIO As of December 31, 2021, our fixed income portfolio had the following rating distributions: FAIR VALUE (in thousands) Bonds: U.S. government & agency (GSE) Non-U.S. government & agency Corporate - industrial Corporate - financial Corporate - utilities Corporate industrial - private placements Corporate financial - private placements Corporate utilities - private placements Municipal AAA AA A BBB Below Investment Grade No Rating Fair Value $ 156,604 $ 10,710 $ — — — $ 1,940 — $ 6,541 — $ 21,126 43,343 124,150 195,645 41,606 3,133 38,750 215,804 68,119 11,370 4,246 1,039 28,909 30,443 1,281 — $ 167,314 — 8,481 — 425,870 — 337,176 65,918 — — — 2,937 73,992 19,564 96,493 — — 6,899 22,797 29,696 — — 169,426 414,360 59,842 — 784 — 1,158 1,942 2,128 645,756 Structured: GSE - RMBS Non-GSE RMBS CLO ABS - credit cards ABS - auto loans All other ABS/MBS GSE - CMBS CMBS Total — — 283,607 283,607 — 78,497 — 62,488 16,009 34,362 — 27,362 7,000 21,856 — 567 17,491 — 9,187 56,256 8,632 21,381 83,580 — 83,580 55,592 — 38,435 $ 878,177 $ 546,581 $ 488,268 $ 303,685 $ 138,897 $ 54,279 $ 2,409,887 — — 21,289 4,293 4,011 7,430 18,813 — 3,647 13,510 — — — — — — — — — — — — — — — — 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) 2021 Pass-throughs Planned amortization class Sequential Total 2020 Pass-throughs Planned amortization class Sequential Total Amortized Cost Fair Value % of Total $ $ $ $ 187,456 $ 95,182 80,223 362,861 $ 190,512 93,095 83,580 367,187 51.9 % 25.3 % 22.8 % 100.0 % 220,516 $ 67,185 96,314 384,015 $ 230,610 67,377 104,084 402,071 57.3 % 16.8 % 25.9 % 100.0 % Agency MBS represented 15 percent of the fixed income portfolio, compared to 18 percent as of December 31, 2020. 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 (PACs) and sequential pay structures. As of December 31, 2021, 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 (GNMA), Federal National Mortgage Association (FNMA) or the Federal Home Loan Mortgage Corporation (FHLMC). 42 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 flows. As of December 31, 2021, the agency MBS portfolio contained 52 percent of pure pass-throughs, compared to 57 percent as of December 31, 2020. An additional 23 percent of the MBS portfolio was invested in sequential payer, down from 26 percent in 2020. The following table summarizes the distribution of our asset-backed and commercial mortgage-backed securities portfolio as of December 31: (in thousands) 2021 Non-GSE RMBS CMBS CLO Equipment Auto Consumers Railcars Credit card Other Total 2020 Non-GSE RMBS CMBS CLO Equipment Auto Consumers Railcars Credit card Other Total Amortized Cost Fair Value % of Total $ $ $ $ 79,281 $ 55,293 34,305 22,134 17,401 12,242 10,066 4,919 28,632 264,273 $ 78,497 55,592 34,362 21,856 17,491 12,442 10,037 5,135 28,642 264,054 54,271 $ 23,927 39,315 9,348 28,093 6,502 3,601 24,218 23,948 213,223 $ 55,074 25,941 39,244 9,448 28,739 6,912 3,741 24,746 24,528 218,373 29.7 % 21.1 % 13.0 % 8.3 % 6.6 % 4.7 % 3.8 % 1.9 % 10.8 % 100.0 % 25.2 % 11.9 % 18.0 % 4.3 % 13.2 % 3.2 % 1.7 % 11.3 % 11.2 % 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, 2021, ABS/CMBS/RMBS investments were 11 percent of the fixed income portfolio, compared to 10 percent as of December 31, 2020. Sixty percent of the securities in the ABS/CMBS/RMBS portfolio were rated AAA as of December 31, 2021, while 97 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 $7.3 million in unrealized losses in these asset classes as of December 31, 2021. Municipal Fixed Income Securities As of December 31, 2021, municipal bonds composed 27 percent of our fixed income portfolio, compared to 24 percent as of December 31, 2020. 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, 2021, approximately 48 percent of the municipal fixed income securities in the investment portfolio were GO and the remaining 52 percent were revenue based. The municipal portfolio is diversified amongst 336 issues with the largest single issuer representing less than 1 percent of invested assets. 43    Ninety percent of our municipal fixed income securities were rated AA or better, while 99 percent were rated A or better. The municipal portfolio includes 55 percent taxable and 45 percent tax-exempt securities. Corporate Debt Securities As of December 31, 2021, our corporate debt portfolio comprised 40 percent of the fixed income portfolio, compared to 37 percent as of December 31, 2020. 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 $123.4 while non-rated Regulation D securities totaled $43.5 million at the end of 2021. The corporate debt portfolio has an overall quality rating of BBB+ diversified among 776 issues. The table below illustrates our corporate debt exposure as of December 31, 2021. Private placements include bank loan and Regulation D securities. (in thousands) Bonds: Corporate - industrial Corporate - financial Corporate - utilities Corporate industrial - private placements Corporate financial - private placements Corporate utilities - private placements Total Amortized Cost Fair Value % of Total $ $ 409,056 $ 324,652 63,913 96,056 29,830 1,887 925,394 $ 425,870 337,176 65,918 96,493 29,696 1,942 957,095 44.5 % 35.2 % 6.9 % 10.1 % 3.1 % 0.2 % 100.0 % We believe corporate debt investments add diversification and additional yield to our portfolio. Because corporates make up a large portion of the fixed income opportunity set, the corporate debt investments will continue to be a significant part of our investment program. EQUITY SECURITIES As of December 31, 2021, our equity portfolio comprised 19 percent of the investment portfolio, the same as 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 87 securities with the largest single company exposure representing less than 1 percent of invested assets. INTEREST AND GENERAL CORPORATE EXPENSE We incurred $7.7 million of interest expense on outstanding debt during 2021 and $7.6 million in 2020. At December 31, 2021 and 2020, 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 on November 10, 2021. The borrowing matures on November 10, 2023 and interest is paid monthly at an annualized rate of 0.84 percent. 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 2021 and 2020, we exceeded the required return, resulting in the accrual of executive bonuses. Increased levels of net earnings in 2021 resulted in higher variable compensation earned than in 2020. INVESTEE EARNINGS We maintain a 40 percent equity interest in Maui Jim, a manufacturer of high-quality sunglasses. As a private company, the market for Maui Jim’s stock is limited. Our investment in Maui Jim is carried at the RLI Corp. holding company level, as it is not core to our insurance operations. While we have certain rights under our shareholder agreement with Maui Jim as a minority shareholder, we are subject to the decisions of the controlling shareholder, which may impact the value of our investment. In 2021, we recorded $22.8 million in earnings from this investment, compared to $10.4 million in 2020. Sales recovered from the shutdown the traditional retail sector experienced during 2020. As of December 31, 2021, 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 44 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 the value of our investment. In 2021, we recorded $17.0 million in investee earnings for Prime, compared to $10.8 million in 2020, reflective of their growth in revenue. Additionally, we maintain a quota share reinsurance treaty with Prime, which contributed $22.2 million of gross premiums written and $19.1 million of net premiums earned during 2021, compared to $15.7 million of gross premiums written and $14.3 million of net premiums earned during 2020. We did not receive a dividend from our equity method investments in 2021, but received a dividend from Prime in 2020. Dividends from Maui Jim and Prime 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. While these dividends do not flow through the investee earnings line, they do result in the recognition of a tax benefit, which is discussed in the income tax section that follows. INCOME TAXES Our effective tax rates were 18.9 percent and 17.3 percent for 2021 and 2020, 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 2021 due to higher levels of pretax earnings, which decreased the impact of tax-favored adjustments on a percentage basis. Our net earnings include equity in earnings of unconsolidated investees, Maui Jim and Prime. The investees do not have a policy or pattern of paying dividends. As a result, we record a deferred tax liability on the earnings at the corporate capital gains rate of 21 percent in anticipation of recovering our investments through means other than through the receipt of dividends, such as a sale. We received a $4.7 million dividend from Prime in 2020 and recognized a $0.5 million tax benefit from applying the lower tax rate applicable to affiliated dividends paid to an insurance company (10.8 percent in 2020), as compared to the corporate capital gains rate on which the deferred tax liabilities were based. Standing alone, the dividend resulted in a 0.2 percent reduction to the 2020 effective tax rate. No dividends were declared from unconsolidated investees in 2021, therefore having no impact to the 2021 effective tax rate. Dividends paid to our Employee Stock Ownership Plan (ESOP) also result in a tax deduction. Dividends paid to the ESOP in 2021 and 2020 resulted in tax benefits of $1.6 million and $1.1 million, respectively. These tax benefits reduced the effective tax rate for 2021 and 2020 by 0.5 percent and 0.6 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 $1.4 billion at December 31, 2021, from $1.3 billion as of December 31, 2020. This reflects incurred losses of $456.6 million in 2021 offset by paid losses of $327.5 million, compared to incurred losses of $442.9 million offset by $325.1 million paid in 2020. 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 $2.0 billion at December 31, 2021, from $1.8 billion at December 31, 2020, while ceded loss and LAE reserves increased to $608.1 million from $443.7 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 45 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) Operating cash flows Investing cash flows (uses) Financing cash flows (uses) $ 2021 384,905 $ (274,826 ) (83,492 ) 2020 263,259 (167,987 ) (79,258 ) 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 2021, the majority of cash flow uses were related to financing and investing activities and associated with the payments of dividends and net purchases of investments, respectively. 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, 2021: (in thousands) Loss and settlement expense reserves Long-term debt Interest on long-term debt Operating leases Other invested assets and equity method investees Total Payments due by period Less than 1 year 1-3 years 3-5 years More than 5 years Total $ 580,730 $ 735,027 $ 391,900 $ 335,898 $ 2,043,555 200,000 13,279 17,671 20,131 $ 606,951 $ 955,005 $ 394,396 $ 338,284 $ 2,294,636 200,000 5,546 7,670 6,762 — 7,733 5,353 13,135 — — 2,365 131 — — 2,283 103 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 our liability to policyholders. Reinsurance balances recoverable on unpaid loss and settlement reserves totaled $608.1 million at December 31, 2021, compared to $443.7 million in 2020. The next largest contractual obligation relates to long-term 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 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, 2021, we had cash, short-term investments and other investments maturing within one year of approximately $146.9 million and an additional $672.9 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 46    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, 2021, 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, 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 26 consecutive years. OPERATING ACTIVITIES The following list highlights some of the major sources and uses of cash flow from operating activities: Sources Premiums received Loss payments from reinsurers Investment income (interest and dividends) Unconsolidated investee dividends from affiliates Funds held Uses Claims Ceded premium to reinsurers Commissions paid 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 Proceeds from sale, call or maturity of bonds Proceeds from sale of stocks Proceeds from sale of other invested assets Uses Purchase of bonds Purchase of stocks 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, 2021, our portfolio had a carrying value of $3.2 billion. Portfolio assets at December 31, 2021, increased by $325.9 million, or 11 percent, from December 31, 2020. 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 47 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, 2021, 50 percent of our shareholders’ equity was invested in equities, an increase from 46 percent at December 31, 2020. 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 Proceeds from stock offerings Proceeds from debt offerings Short-term borrowing Shares issued under stock option plans Uses Shareholder dividends Debt repayment Share buy-backs Our capital structure is comprised of equity and debt obligations. As of December 31, 2021, our capital structure consisted of $199.7 million in long-term debt and $1.2 billion of shareholders’ equity. Debt outstanding comprised 14 percent of total capital as of December 31, 2021. 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, 2021, 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 $87.9 million in liquid investment assets, which exceeds our normal annual holding company expenditures. 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 2021 and 2020, our principal insurance subsidiary paid ordinary dividends totaling $70.0 million and $110.0 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 2020. As of December 31, 2021, $26.1 million of the net assets of our principal insurance subsidiary are 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 183rd consecutive dividend payment was declared in February 2022 and will be paid on March 18, 2022, in the amount of $0.25 per share. Since the inception of cash dividends in 1976, we have increased our annual dividend every year. OUTLOOK FOR 2022 The pandemic’s impact on the industry was more moderate in 2021, and it was a year of transition, with broad-based momentum fueling growth across most business lines. The current hard market cycle is being sustained by several factors, including: resurgent core inflation, significant catastrophe activity, continued low interest rates and higher reinsurance costs. Market participants are acting rationally by reducing capacity in more volatile segments and the persistent uncertainty of the frequency and severity of losses remains, especially for longer tailed exposures. Our diverse portfolio of specialty products and focus on surplus lines has afforded us the flexibility to meet the needs of insureds and navigate changing market environments. 48 GDP growth should be a foundation for our industry over time, with commercial coverages expanding alongside the economy. The property and casualty industry is expected to exceed GDP growth, as market conditions continue to make up for the soft cycle in the mid-2010s. With positive rate increases entering a third or fourth year, the compounding effects for our industry are significant, and likely a reason that many carriers are citing rate in excess of loss costs. Growth through positive rate momentum should benefit industry loss ratios, and scale is an important contributor to helping absorb the fixed costs of embedded expenses. RLI experienced a transition in 2021 as well, with leadership changes that ushered in Craig Kliethermes as Chief Executive Officer, the third such conferment in our 56-year history. For RLI however, a change in leadership does not mean a change in philosophy and our underwriting discipline remains a cornerstone of our ownership culture. Our underwriting team continues to focus on improving the experience with our distribution partners, making it easier and more efficient for brokers and agents to do business with us. We recognize the importance of maintaining strong personal relationships with producers, especially in light of significant consolidation among our distribution partners and the virtual nature of today’s business interactions. As we invest in technology to enhance the submission and binding of new business, we would expect written premium to increase alongside expenses. We anticipate that this would minimize any increase, and should eventually result in a decrease, to our expense ratio. Capital markets were rational in 2021, with accommodative monetary policy and fiscal stimulus supporting asset prices and consumers respectively. The prospect of continued inflation will likely require the Federal Reserve to change course in 2022, an expectation that led to higher bond yields at year-end. We anticipate that yields will continue to move up throughout 2022, which will offer support to investment income, especially when coupled with a larger invested asset base. As of February 2022, equity prices may be in a transition of their own, as tighter financial conditions and a higher discount rate may impact future earnings. Absent a recession, those earnings should be supportive over the long term, but we expect bouts of volatility in the new year. The economy is stable with strong demand for labor, household balance sheets in a de-levered state and consumers poised to re- engage the service sector as the country continues to re-open. Supply chain issues, labor shortages and inflation in the cost of materials may offer a challenging backdrop for industries like construction, where activity might be stunted. About one third of RLI’s business lines touch the construction industry, and we are watching the trends in this market closely. CASUALTY The casualty segment remains highly influenced by long term trends, inflation and the prospect for increasing damage awards for liability losses. We have seen continued momentum in rates across nearly all casualty businesses, a trend we expect to continue into 2022. The growth rate was particularly robust for our transportation and personal umbrella products in 2021, but is expected to be more temperate and closer to the growth rate of the rest of our casualty business moving forward. Supportive environments will depend on the broader capacity for risk transfer from the industry and the cadence and magnitude of loss activity. Economic activity can be correlated with more frequent losses, especially for commercial auto coverages, and we expect this trend to play out over the course of the year. Social inflation has been less prominent in recent quarters, but we are watchful for resurgent influence on court outcomes. We believe our balance sheet and underwriting model have the strength and flexibility to navigate the nuanced nature of the casualty business and growth should continue for most lines in 2022. PROPERTY The industry has experienced elevated property losses, with significant levels of catastrophe activity in the last several years. This has restrained some capacity and created opportunity for RLI to continue growing. Reinsurance cost increases, wage and materials inflation, and rising building valuations have increased the probability of continued growth and rate improvement into 2022. Storm activity will be the primary driver of profitability in the near term. The industry will continue to evaluate the impacts of climate change on the frequency and severity of weather-based events. However, our approach of mitigating climate and catastrophe-related risks through aggregation management, reinsurance and pricing will remain unchanged. SURETY In 2021, our surety business experienced meaningful growth, largely attributable to investments in technology and a growing economy. Several recession-related industry losses resulted in disruption to the market, allowing for greater opportunity in the commercial space. In contrast, smaller miscellaneous exposure remains very competitive and we expect continued demand for higher commissions in this market segment over the course of the next year. The construction industry is a large part of our surety business, and labor and materials shortages are significantly impacting the market. As the economy normalizes, these constraints should improve and we anticipate continued growth will occur. *** 49 We marked our 26th consecutive year of underwriting profitability in 2021. The consistent results and value that we have delivered to our stakeholders is directly correlated to our customer focus, hallmark underwriting discipline and ownership culture. We believe this is a market we can thrive in, as rates are still moving up broadly. Achieving strong results for 2022 will require deep expertise and knowledge of the markets and insured that we serve. We believe the strong collaboration between our underwriters, claims and analytical teams will result in risk selection advantages in our favor. 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. 50 Item 7A. Quantitative and Qualitative Disclosures About Market Risk MARKET RISK DISCLOSURE Market risk is a general term describing the potential economic loss associated with adverse changes in the fair value of financial instruments. Management of market risk is a critical component of our investment decisions and objectives. We manage our exposure to market risk by using the following tools:  Monitoring the fair value of all financial assets on a constant basis,  Changing the character of future investment purchases as needed and  Maintaining a balance between existing asset and liability portfolios. FIXED INCOME AND INTEREST RATE RISK The most significant short-term influence on our fixed income portfolio is a change in interest rates. Because there is intrinsic difficulty predicting the direction and magnitude of interest rate moves, we attempt to minimize the impact of interest rate risk on the balance sheet by matching the duration of assets to that of our liabilities. Furthermore, the diversification of sectors and given issuers is core to our risk management process, increasing the granularity of individual credit risk. Liquidity and call risk are elements of fixed income that we regularly evaluate to ensure we are receiving adequate compensation. Our fixed income portfolio has a meaningful impact on financial results and is a key component in our enterprise risk simulations. Interest rate risk can also affect our consolidated statement of earnings due to its impact on interest expense. As of December 31, 2021, we had no short-term debt obligations. We maintain debt that is long-term in nature and carries a fixed interest rate. As such, our interest expense on these obligations is not subject to changes in interest rates. As this debt is not due until 2023, we will not assume additional interest rate risk in our ability to refinance these debts for more than eighteen months. EQUITY PRICE RISK Equity price risk is the potential that we will incur economic loss due to the decline of common stock prices. Beta analysis is used to measure the sensitivity of our equity portfolio to changes in the value of the S&P 500 Index (an index representative of the broad equity market). Our current equity portfolio has a beta of 0.9 in comparison to the S&P 500 with a beta of 1.0. This lower beta statistic reflects our long-term emphasis on maintaining a value-oriented, dividend-driven investment philosophy for our equity portfolio. SENSITIVITY ANALYSIS The tables that follow detail information on the market risk exposure for our financial investments as of December 31, 2021. Listed on each table is the December 31, 2021 fair value for our assets and the expected pretax reduction in fair value given the stated hypothetical events. This sensitivity analysis assumes the composition of our assets remains constant over the period being measured and also assumes interest rate changes are reflected uniformly across the yield curve. For example, our ability to hold non-trading securities to maturity mitigates price fluctuation risks. For purposes of this disclosure, market risk sensitive instruments are all classified as held for non-trading purposes, as we do not hold any trading securities. The examples given are not predictions of future market events, but rather illustrations of the effect such events may have on the fair value of our investment portfolio. As of December 31, 2021, our fixed income portfolio had a fair value of $2.4 billion. The sensitivity analysis uses scenarios of interest rates increasing 100 and 200 basis points from their December 31, 2021, levels with all other variables held constant. Such scenarios would result in modeled decreases in the fair value of the fixed income portfolio of $126.9 million and $246.8 million, respectively. Comparatively, our fixed income portfolio had a fair value of $2.2 billion as of December 31, 2020 and scenarios of interest rates increasing 100 and 200 basis points would have resulted in modeled decreases of $113.6 million and $219.9 million, respectively. As of December 31, 2021, our equity portfolio had a fair value of $613.8 million. The base sensitivity analysis uses market scenarios of the S&P 500 Index declining both 10 percent and 20 percent. These scenarios would result in approximate decreases in the equity fair value of $56.4 million and $112.9 million, respectively. Comparatively, our equity portfolio had a fair value of $524.0 million as of December 31, 2020 and scenarios of the S&P 500 Index declining by 10 percent and 20 percent would have resulted in approximate decreases of $46.9 million and $93.8 million, respectively. While the declines in market value outlined below are modeled as instantaneous changes, we would expect movements in capital markets to occur over time, with investment income offering an offset to any decrease in prices. 51 Under the assumptions of rising interest rates and a decreasing S&P 500 Index, the fair value of our assets will decrease from their present levels by the indicated amounts. Effect of a 100 basis-point increase in interest rates and a 10 percent decline in the S&P 500: (in thousands) Held for non-trading purposes: Fixed income securities Equity securities Total 12/31/21 Fair Value Interest Rate Risk Equity Risk $ 2,409,887 $ 613,776 $ 3,023,663 $ (126,935 ) $ — (126,935 ) $ — (56,438 ) (56,438 ) Effect of a 200 basis-point increase in interest rates and a 20 percent decline in the S&P 500: (in thousands) Held for non-trading purposes: Fixed income securities Equity securities Total 12/31/21 Fair Value Interest Rate Risk Equity Risk $ 2,409,887 $ 613,776 $ 3,023,663 $ (246,792 ) $ — (246,792 ) $ — (112,876 ) (112,876 ) Comparatively, under the assumptions of falling interest rates and an increasing S&P 500 Index, the fair value of our assets will increase from their present levels by the indicated amounts. Effect of a 100 basis-point decrease in interest rates and a 10 percent increase in the S&P 500: (in thousands) Held for non-trading purposes: Fixed income securities Equity securities Total 12/31/21 Fair Value Interest Rate Risk Equity Risk $ 2,409,887 $ 613,776 $ 3,023,663 $ 134,953 $ — 134,953 $ — 56,438 56,438 Effect of a 200 basis-point decrease in interest rates and 20 percent increase in the S&P 500: (in thousands) Held for non-trading purposes: Fixed income securities Equity securities Total 12/31/21 Fair Value Interest Rate Risk Equity Risk $ 2,409,887 $ 613,776 $ 3,023,663 $ 280,315 $ — 280,315 $ — 112,876 112,876 52 Item 8. Financial Statements and Supplementary Data Index to Financial Statements Consolidated Balance Sheets Consolidated Statements of Earnings and Comprehensive Earnings Consolidated Statements of Shareholders’ Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Reports of Independent Registered Public Accounting Firms Page 54 55 56 57 58-88 89 53 RLI Corp. Consolidated Balance Sheets December 31, 2021 2020 (in thousands, except per share data) ASSETS Investments and cash: Fixed income: Available-for-sale, at fair value $ 2,409,887 $ 2,196,626 (amortized cost of $2,346,267 and allowance for credit losses of $441 in 2021) (amortized cost of $2,061,467 and allowance for credit losses of $397 in 2020) Equity securities, at fair value (cost - $324,501 in 2021 and $293,190 in 2020) Other invested assets Cash Total investments and cash Accrued investment income Premiums and reinsurance balances receivable, net of allowances for uncollectible amounts of $18,067 in 2021 and $17,658 in 2020 Ceded unearned premiums Reinsurance balances recoverable on unpaid losses and settlement expenses, net of allowances for uncollectible amounts of $11,188 in 2021 and $8,634 in 2020 Deferred policy acquisition costs Property and equipment, at cost, net of accumulated depreciation of $75,236 in 2021 and $68,682 in 2020 Investment in unconsolidated investees Goodwill and intangibles Other assets TOTAL ASSETS LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Unpaid losses and settlement expenses Unearned premiums Reinsurance balances payable Funds held Income taxes - deferred Long-term debt Accrued expenses Other liabilities TOTAL LIABILITIES SHAREHOLDERS' EQUITY Common stock ($0.01 par value) (Shares authorized - 200,000,000) (68,219,551 shares issued and 45,289,337 shares outstanding in 2021) (68,072,794 shares issued and 45,142,580 shares outstanding in 2020) Paid-in capital Accumulated other comprehensive earnings Retained earnings Deferred compensation Treasury stock, at cost (22,930,214 shares in 2021 and 2020) TOTAL SHAREHOLDERS' EQUITY TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY See accompanying notes to consolidated financial statements. 54 613,776 50,501 88,804 3,162,968 $ 17,505 524,006 54,232 62,217 2,837,081 16,126 $ 167,279 130,916 608,086 103,553 174,628 113,488 443,729 88,425 52,161 171,311 53,562 40,961 4,508,302 $ 51,406 128,382 53,719 31,501 3,938,485 2,043,555 $ 680,444 42,851 89,773 83,509 199,676 98,274 40,859 3,278,941 $ 1,750,049 586,386 42,265 81,747 80,235 149,489 75,925 36,411 2,802,507 682 $ 343,742 49,826 1,228,110 9,642 (402,641 ) 1,229,361 $ 4,508,302 $ 681 335,365 108,714 1,084,217 8,292 (401,291 ) 1,135,978 3,938,485 $ $ $ $ $ $                     RLI Corp. Consolidated Statements of Earnings and Comprehensive Earnings (in thousands, except per share data) Net premiums earned Net investment income Net realized gains Net unrealized gains on equity securities Consolidated revenue Losses and settlement expenses Policy acquisition costs Insurance operating expenses Interest expense on debt General corporate expenses Total expenses Equity in earnings of unconsolidated investees Earnings before income taxes Income tax expense: Current Deferred Income tax expense Net earnings Other comprehensive earnings (loss), net of tax Comprehensive earnings Basic net earnings per share Diluted net earnings per share Weighted average number of common shares outstanding: Basic Diluted See accompanying notes to consolidated financial statements. 2021 Years ended December 31, 2020 980,903 $ 68,862 64,222 65,258 1,179,245 $ 456,602 317,468 76,907 7,677 13,330 871,984 $ 37,060 344,321 $ 46,040 18,927 64,967 $ 279,354 $ 865,747 $ 67,893 17,885 32,101 983,626 $ 442,884 286,438 66,828 7,603 10,265 814,018 $ 20,233 189,841 $ 24,174 8,576 32,750 $ 157,091 $ 2019 839,111 68,870 17,520 78,090 1,003,591 413,416 288,697 69,430 7,588 12,686 791,817 20,960 232,734 26,426 14,666 41,092 191,642 (58,888 ) 220,466 $ 56,219 213,310 $ 67,045 258,687 6.18 $ 6.11 $ 3.49 $ 3.46 $ 4.28 4.23 $ $ $ $ $ $ $ $ $ 45,230 45,712 45,000 45,376 44,734 45,257 55 RLI Corp. Consolidated Statements of Shareholders’ Equity Total Accumulated Other (in thousands, except per share data) Balance, January 1, 2019 Net earnings Other comprehensive earnings (loss), net of tax Deferred compensation Share-based compensation Dividends and dividend equivalents ($1.91 per share) Balance, December 31, 2019 Cumulative-effect adjustment from ASU 2016-13 Net earnings Other comprehensive earnings (loss), net of tax Deferred compensation Share-based compensation Dividends and dividend equivalents ($1.95 per share) Balance, December 31, 2020 Net earnings Other comprehensive earnings (loss), net of tax Deferred compensation Share-based compensation Dividends and dividend equivalents ($2.99 per share) Balance, December 31, 2021 Common Shares 44,504,043 $ — Shareholders’ Common Paid-in Comprehensive Retained Deferred Equity Stock Capital Earnings (Loss) Earnings Compensation Treasury Stock at Cost 806,842 $ 191,642 674 $ 305,660 $ — — (14,572 ) $ 908,079 $ — 191,642 8,354 $ — (401,353 ) — — — 364,972 67,045 — 15,534 — — — — 4 15,530 67,045 — — — — — — (374 ) — — 374 — — 44,869,015 $ (85,675 ) 995,388 $ — — 678 $ 321,190 $ — (85,675 ) 52,473 $ 1,014,046 $ — 7,980 $ — (400,979 ) — — 1,095 157,091 — — — — 22 1,073 — 157,091 — — 273,565 56,219 — 14,178 — — — — 3 14,175 56,219 — — — — — — — — 312 — — — — (312 ) — — (87,993 ) 45,142,580 $ 1,135,978 $ 279,354 — — — 681 $ 335,365 $ — — — (87,993 ) 108,714 $ 1,084,217 $ — 279,354 — 8,292 $ — — (401,291 ) — — — 146,757 (58,888 ) — 8,378 — — 1 — — 8,377 (58,888 ) — — — — — — 1,350 — — (1,350 ) — (135,461 ) 45,289,337 $ 1,229,361 $ — — — 682 $ 343,742 $ — (135,461 ) 49,826 $ 1,228,110 $ — 9,642 $ — (402,641 ) See accompanying notes to consolidated financial statements. 56 RLI Corp. Consolidated Statements of Cash Flows (in thousands) Cash flows from operating activities: Years ended December 31, 2020 2019 2021 Net earnings $ Adjustments to reconcile net earnings to net cash provided by operating activities: 279,354 $ 157,091 $ 191,642 Net realized gains Net unrealized gains on equity securities Depreciation Deferred income tax expense Other items, net Change in: Accrued investment income Premiums and reinsurance balances receivable (net of direct write-offs and commutations) Reinsurance balances payable Funds held Ceded unearned premiums Reinsurance balances recoverable on unpaid losses and settlement expenses Deferred policy acquisition costs Accrued expenses Unpaid losses and settlement expenses Unearned premiums Current income taxes payable Changes in investment in unconsolidated investees: Undistributed earnings Dividends received Net cash provided by operating activities Cash flows from investing activities: Purchase of: Fixed income securities, available-for-sale Equity securities Property and equipment Investment in equity method investee Other Proceeds from sale of: Fixed income securities, available-for-sale Equity securities Other Proceeds from call or maturity of: Fixed income, available-for-sale Net proceeds from sale of short-term investments Net cash used in investing activities Cash flows from financing activities: Proceeds from issuance of long-term debt Proceeds from stock option exercises Cash dividends paid Net cash used in financing activities Net increase in cash Cash at beginning of year Cash at end of year See accompanying notes to consolidated financial statements. 57 (64,222 ) (65,258 ) 7,394 18,927 14,141 (17,885 ) (32,101 ) 7,432 8,576 10,460 (17,520 ) (78,090 ) 8,164 14,666 25,341 (1,379 ) (1,539 ) (552 ) 7,349 586 8,026 (17,428 ) (164,357 ) (15,128 ) 22,349 293,506 94,058 4,047 (14,259 ) 16,574 (1,611 ) (19,832 ) (59,212 ) (3,381 ) 9,299 175,697 46,173 (2,665 ) (37,060 ) — 384,905 $ (20,233 ) 4,675 263,259 $ (7,793 ) 3,100 11,049 (22,482 ) (19,518 ) (110 ) 21,502 113,004 43,708 (1,434 ) (20,960 ) 13,200 276,917 (733,811 ) $ (140,721 ) (8,310 ) (8,978 ) (11,428 ) (518,362 ) $ (77,863 ) (5,768 ) (4,533 ) (12,851 ) (539,726 ) (89,486 ) (6,955 ) — (22,751 ) 63,811 180,256 7,605 84,587 79,368 4,328 196,558 62,172 2,502 376,750 — (274,826 ) $ 283,107 — (167,987 ) $ 201,383 11,550 (184,753 ) 50,000 $ 1,838 (135,330 ) (83,492 ) $ — $ 8,648 (87,906 ) (79,258 ) $ 26,587 $ 62,217 88,804 $ 16,014 $ 46,203 62,217 $ — 9,490 (85,591 ) (76,101 ) 16,063 30,140 46,203 $ $ $ $ $ $ $ Notes to Consolidated Financial Statements 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. DESCRIPTION OF BUSINESS RLI Corp. is an insurance holding company. References to “the Company,” “we,” “our,” “us” or like terms refer to the business of RLI Corp. and its subsidiaries. We underwrite select property and casualty insurance coverages through major subsidiaries collectively known as RLI Insurance Group. We conduct operations principally through three insurance companies. RLI Insurance Company (RLI Ins.), a subsidiary of RLI Corp. and our principal insurance subsidiary, writes multiple lines of insurance on an admitted basis in all 50 states, the District of Columbia, Puerto Rico, the Virgin Islands and Guam. Mt. Hawley Insurance Company (Mt. Hawley), a subsidiary of RLI Ins., writes excess and surplus lines insurance on a non-admitted basis in all 50 states, the District of Columbia, Puerto Rico, the Virgin Islands and Guam. Contractors Bonding and Insurance Company (CBIC), a subsidiary of RLI Ins., writes multiple lines of insurance on an admitted basis in all 50 states and the District of Columbia. B. PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (GAAP), which differ in some respects from those followed in reports to insurance regulatory authorities. The consolidated financial statements include the accounts of our holding company and our subsidiaries. Intercompany balances and transactions have been eliminated. The Company has evaluated subsequent events through the date these consolidated financial statements were issued. There were no subsequent events requiring adjustment to the financial statements or disclosure. C. ADOPTED ACCOUNTING STANDARDS No new accounting standards applicable in 2021 materially impacted our financial statements. D. PROSPECTIVE ACCOUNTING STANDARDS There are no prospective accounting standards which would have a material impact on our financial statements as of December 31, 2021. E. INVESTMENTS Equity securities are carried at fair value with unrealized gains and losses recorded within net earnings. Investments in fixed income securities are classified into one of three categories: trading, held-to-maturity or available-for-sale. All of our fixed income securities are classified as available-for-sale and reported at fair value. Unrealized gains and losses on these securities are excluded from net earnings but are recorded as a separate component of comprehensive earnings and shareholders’ equity, net of deferred income taxes. Interest on fixed maturities and short-term investments is credited to earnings on an accrual basis. Premiums and discounts are amortized or accreted over the lives of the related fixed maturities. Dividends on equity securities are credited to earnings on the ex- dividend date. Realized gains and losses on disposition of investments are based on specific identification of the investments sold on the settlement date. F. CASH AND OTHER INVESTED ASSETS Cash consists of uninvested balances in bank accounts. Other invested assets include investments in low income housing tax credit partnerships (LIHTC), membership in the Federal Home Loan Bank of Chicago (FHLBC) and investments in private funds. Our LIHTC investments are carried at amortized cost, and our investment in FHLBC stock is carried at cost. Due to the nature of cash, the LIHTCs and our membership in the FHLBC, their carrying amounts approximate fair value. The private funds are carried at fair value, using each investment’s net asset value. G. REINSURANCE Ceded unearned premiums and reinsurance balances recoverable on unpaid losses and settlement expenses are reported separately as an asset, rather than being netted with the related liability, since reinsurance does not relieve the Company of our 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 reinsurers’ annual financial statements and SEC filings for those 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 58 balances recoverable by monitoring the AM Best and S&P ratings of our reinsurers. In addition, we subject our reinsurance recoverables to detailed recoverability tests, including a segment-based analysis using the average default rating percentage by S&P rating, which assists the Company in assessing the sufficiency of its allowance. Additionally, we perform an in-depth reinsurer financial condition analysis prior to the renewal of our reinsurance placements. Our policy is to charge to earnings, in the form of an allowance, an estimate of unrecoverable amounts from reinsurers. This 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. 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 recoverable for the reinsurer are specifically identified and written off through the use of our allowance for estimated unrecoverable amounts from reinsurers. When we write-off such a balance, it is done in full. We then re-evaluate the remaining allowance and determine whether the balance is sufficient and, if needed, an additional allowance is recognized. H. 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. I. PROPERTY AND EQUIPMENT Property and equipment are presented at cost less accumulated depreciation and are depreciated on a straight-line basis for financial statement purposes over periods ranging from 3 to 10 years for equipment and up to 30 years for buildings and improvements. J. INVESTMENTS IN UNCONSOLIDATED INVESTEES Our investments accounted for under the equity method are primarily related to Maui Jim, Inc. (Maui Jim) and Prime Holdings Insurance Services, Inc. (Prime). We maintain a 40 percent interest in the equity and earnings of Maui Jim, a manufacturer of high- quality sunglasses, and a minority representation on their board of directors. Maui Jim’s chief executive officer owns a controlling majority of the outstanding shares of Maui Jim. We carry this investment at the holding company level as it is not core to our insurance operations. Our investment in Maui Jim was $113.1 million at December 31, 2021 and $90.9 million at December 31, 2020. In 2021, we recorded $22.8 million in investee earnings for Maui Jim, compared to $10.4 million in 2020 and $13.6 million in 2019. As of December 31, 2021, 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. Our investment in Prime was $47.2 million at December 31, 2021 and $32.7 million at December 31, 2020. In 2021, we recorded $17.0 million in investee earnings for Prime, compared to $10.8 million in 2020 and $7.4 million in 2019. Additionally, we maintain a quota share reinsurance treaty with Prime, which contributed $22.2 million of gross premiums written and $19.1 million of net premiums earned during 2021, compared to $15.7 million of gross premiums written and $14.3 million of net premiums earned during 2020 and $13.1 million of gross premiums written and $28.7 million of net premiums earned during 2019. The increase in net premiums earned in 2021 from 2020 reflected growth in written premium from Prime, while the decrease in net premiums earned in 2020 from 2019 reflected a reduction in our quota share participation with Prime. Our equity method investments recorded net income of $125.3 million in 2021, $70.4 million in 2020 and $77.3 million in 2019. Additional summarized financial information for our equity method investments as of 2021 and 2020 is outlined in the following table: (in millions) Total assets Total liabilities Total equity $ 2021 1,172.6 $ 687.8 484.8 2020 837.2 473.2 364.0 59 Approximately $145.8 million of undistributed earnings from our equity method investees were included in our retained earnings as of December 31, 2021. We did not receive any dividends from our equity method investees during 2021, compared to $4.7 million and $13.2 million of dividends received in 2020 and 2019, respectively. We perform annual impairment reviews of our investments in unconsolidated investees, which take into consideration current valuation and operating results. Based upon the most recent reviews, the assets were not impaired. K. GOODWILL AND INTANGIBLE ASSETS The composition of goodwill and intangibles at December 31, 2021 and 2020, is detailed in the following table: (in thousands) Goodwill Surety Casualty Total goodwill Intangibles State insurance licenses Definite-lived intangibles, net of accumulated amortization of $4,035 at 12/31/21 and $3,878 at 12/31/20 Total intangibles Total goodwill and intangibles 2021 2020 $ $ $ $ $ 40,816 $ 5,246 46,062 $ 40,816 5,246 46,062 7,500 $ 7,500 - 7,500 $ 53,562 $ 157 7,657 53,719 As the amortization of goodwill and indefinite-lived intangible assets is not permitted, the assets are tested for impairment on an annual basis, or earlier if there is reason to suspect that their values may have been diminished or impaired. Annual impairment testing was performed on each of our goodwill and indefinite-lived intangible assets during 2021. Based upon these reviews, our goodwill and state insurance license indefinite-lived intangible asset were not impaired. In addition, as of December 31, 2021, there were no triggering events on goodwill and intangible assets that would suggest an updated review was necessary. The definite-lived intangible assets are amortized against future operating results based on their estimated useful lives. Amortization of intangible assets was $0.2 million for 2021 and $0.4 million for 2020 and 2019. L. UNPAID LOSSES AND SETTLEMENT EXPENSES The liability for unpaid losses and settlement expenses represents estimates of amounts needed to pay reported and unreported claims and related expenses. The estimates are based on certain actuarial and other assumptions related to the ultimate cost to settle such claims. Such assumptions are subject to occasional changes due to evolving economic, social and political conditions. All estimates are periodically reviewed and, as experience develops and new information becomes known, the reserves are adjusted as necessary. Such adjustments are reflected in the results of operations in the period in which they are determined. Due to the inherent uncertainty in estimating reserves for losses and settlement expenses, there can be no assurance that the ultimate liability will not exceed recorded amounts. If actual liabilities do exceed recorded amounts, there will be an adverse effect. Furthermore, we may determine that recorded reserves are more than adequate to cover expected losses, which would lead to a reduction in our reserves. M. INSURANCE REVENUE RECOGNITION Insurance premiums are recognized ratably over the term of the contracts, net of ceded reinsurance. Unearned premiums are calculated on a monthly pro rata basis. N. INCOME TAXES We file a consolidated federal income tax return. Federal income taxes are accounted for using the asset and liability method under which deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities, operating losses and tax credit carry forwards. The effect on deferred taxes for a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that all or some of the deferred tax assets will not be realized. 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 60 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. As an insurance company, we are subject to minimal state income tax liabilities. Since the majority of our income on a state basis is from insurance operations, we pay premium taxes which are calculated as a percentage of gross premiums written in lieu of state income taxes. Premium taxes are a component of policy acquisition costs. O. EARNINGS PER SHARE Basic earnings per share (EPS) is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the dilution that could occur if securities or other contracts to issue common stock or common stock equivalents were exercised or converted into common stock. When inclusion of these items increases the earnings per share or reduces the loss per share, the effect on earnings is anti-dilutive. Under these circumstances, the diluted net earnings or net loss per share is computed excluding these items. The following represents a reconciliation of the numerator and denominator of the basic and diluted EPS computations contained in the consolidated financial statements: (in thousands, except per share data) For the year ended December 31, 2021 Basic EPS Income available to common shareholders Stock options Diluted EPS Income available to common shareholders and assumed conversions Anti-dilutive options excluded from diluted EPS For the year ended December 31, 2020 Basic EPS Income available to common shareholders Stock options Diluted EPS Income available to common shareholders and assumed conversions Anti-dilutive options excluded from diluted EPS For the year ended December 31, 2019 Basic EPS Income available to common shareholders Stock options Diluted EPS Income available to common shareholders and assumed conversions Anti-dilutive options excluded from diluted EPS P. COMPREHENSIVE EARNINGS Income (Numerator) Weighted Average Shares (Denominator) Per Share Amount $ 279,354 — 45,230 $ 482 $ 279,354 45,712 $ 214 $ 157,091 — 45,000 $ 376 $ 157,091 45,376 $ 384 $ 191,642 — 44,734 $ 523 $ 191,642 45,257 $ 65 6.18 6.11 3.49 3.46 4.28 4.23 Our comprehensive earnings include net earnings plus after-tax unrealized gains and losses on our available-for-sale fixed income portfolio. In reporting the components of comprehensive earnings, we used the federal statutory tax rate of 21 percent. Other comprehensive income (loss), as shown in the consolidated statements of earnings and comprehensive earnings, is net of tax expense (benefit) of $(15.7) million, $14.9 million and $17.8 million for 2021, 2020 and 2019, respectively. The table below illustrates the changes in the balance of each component of accumulated other comprehensive earnings for each period presented in the consolidated financial statements. The changes in accumulated other comprehensive earnings also reflect adjustments from the adoption of accounting standards. The adoption of ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, necessitated a cumulative-effect adjustment in the beginning of 2020, which moved less than $0.1 million of net unrealized losses on fixed income securities from accumulated other comprehensive earnings to retained earnings. 61 Unrealized Gains/Losses on Available-for-Sale Securities (in thousands) Beginning balance Cumulative-effect adjustment of ASU 2016-13 Adjusted beginning balance Other comprehensive earnings before reclassifications Amounts reclassified from accumulated other comprehensive earnings Net current period other comprehensive earnings (loss) Ending balance Balance of securities for which an allowance for credit losses has not been recognized in net earnings $ $ $ $ $ For the Year Ended December 31, 2020 2019 2021 108,714 $ — 108,714 $ (57,454 ) (1,434 ) (58,888 ) $ 49,826 $ 52,473 $ 22 52,495 $ 58,986 (2,767 ) 56,219 $ 108,714 $ (14,572 ) — (14,572 ) 69,560 (2,515 ) 67,045 52,473 124 $ 470 $ — In 2021 and 2020, credit losses or the sale of an available-for-sale security resulted in amounts being reclassified from accumulated other comprehensive earnings to current period net earnings. In 2019, the sale or other-than-temporary impairment of an available-for-sale security resulted in amounts being reclassified from accumulated other comprehensive earnings to net earnings. The effects of reclassifications out of accumulated other comprehensive earnings by the respective line items of net earnings are presented in the following table. Amount Reclassified from Accumulated Other Comprehensive Earnings (in thousands) Component of Accumulated Other Comprehensive Earnings Unrealized gains and losses on available-for-sale securities 1,859 $ 2021 $ 3,872 $ For the Year Ended December 31, 2020 2019 Affected line item in the Consolidated Statement of Earnings (44 ) 1,815 $ (381 ) 1,434 $ (369 ) 3,503 $ (736 ) 2,767 $ $ $ 3,184 Net realized gains  Credit losses presented within net realized gains — 3,184 Earnings before income taxes (669 ) Income tax expense 2,515 Net earnings Q. FAIR VALUE DISCLOSURES 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 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. The following are the levels of the fair value hierarchy and a brief description of the type of valuation inputs that are used to establish each level. Financial assets are classified based upon the lowest level of significant input that is used to determine fair value. Level 1 is applied to valuations based on readily available, unadjusted quoted prices in active markets for identical assets. Level 2 is applied to valuations based upon quoted prices for similar assets in active markets, quoted prices for identical or similar assets in inactive markets; or valuations based on models where the significant inputs are observable (e.g. interest rates, yield curves, prepayment speeds, default rates, loss severities) or can be corroborated by observable market data. Level 3 is applied to valuations that are derived from techniques in which one or more of the significant inputs are unobservable. As a part of management’s process to determine fair value, we utilize widely recognized, third-party pricing sources to determine our fair values. We have obtained an understanding of the third-party pricing sources’ valuation methodologies and inputs. The following is a description of the valuation techniques used for financial assets that are measured at fair value, including the general classification of such assets pursuant to the fair value hierarchy. Corporate, Agencies, Government and Municipal Bonds: The pricing vendor employs a multi-dimensional model which uses standard inputs including (listed in approximate order of priority for use) benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, market bids/offers and other reference data. The pricing vendor also monitors market indicators, as well as industry and economic events. All bonds valued using these techniques are classified as Level 2. All Corporate, Agencies, Government and Municipal securities are deemed Level 2. 62 Mortgage-backed Securities (MBS)/Collateralized Mortgage-backed Securities (CMBS) and Asset-backed Securities (ABS): The pricing vendor evaluation methodology includes principally interest rate movements and new issue data. Evaluation of the tranches (nonvolatile, volatile or credit sensitivity) is based on the pricing vendors’ interpretation of accepted modeling and pricing conventions. This information is then used to determine the cash flows for each tranche, benchmark yields, pre-payment assumptions and to incorporate collateral performance. To evaluate MBS and CMBS volatility, an option adjusted spread model is used in combination with models that simulate interest rate paths to determine market price information. This process allows the pricing vendor to obtain evaluations of a broad universe of securities in a way that reflects changes in yield curve, index rates, implied volatility, mortgage rates and recent trade activity. MBS/CMBS and ABS with corroborated, observable inputs are classified as Level 2. All of our MBS/CMBS and ABS are deemed Level 2. Regulation D Private Placement Securities: The pricing vendor evaluation methodology for these securities includes a combination of observable and unobservable inputs. Observable inputs include public corporate spread matrices classified by sector, rating and average life, as well as investment and non-investment grade matrices created from fixed income indices. Unobservable inputs include a liquidity spread premium calculated based on public corporate spread and private corporate spread matrices. All Regulation D privately-placed bonds are classified as corporate securities and deemed Level 3. For all of our fixed income securities, we periodically conduct a review to assess the reasonableness of the fair values provided by our pricing services. Our review consists of a two-pronged approach. First, we compare prices provided by our pricing services to those provided by an additional source. In some cases, we obtain prices from securities brokers and compare them to the prices provided by our pricing services. In our comparisons, if discrepancies are found, we compare our prices to actual reported trade data for like securities. No changes to the fair values supplied by our pricing services have occurred as a result of our reviews. Based on these assessments, we have determined that the fair values of our fixed income securities provided by our pricing services are reasonable. Common Stock: As of December 31, 2021, nearly all of our common stock holdings were traded on an exchange. Exchange traded equities have readily observable price levels and are classified as Level 1 (fair value based on quoted market prices). Pricing for equity securities not traded on an exchange is provided by a third-party pricing source and is classified as Level 2. Due to the relatively short-term nature of cash, short-term investments, accounts receivable and accounts payable, their carrying amounts are reasonable estimates of fair value. Our investments in private funds, classified as other invested assets, are measured using the investments’ net asset value per share and are not categorized within the fair value hierarchy. The fair value of our long-term debt is discussed further in note 4. R. STOCK-BASED COMPENSATION We expense the estimated fair value of employee stock options and similar awards. We measure compensation cost for awards of equity instruments to employees based on the grant-date fair value of those awards and recognize compensation expense over the service period that the awards are expected to vest. The tax effects related to share-based payments are made through net earnings. See note 8 for further discussion and related disclosures regarding stock options. S. RISKS AND UNCERTAINTIES Certain risks and uncertainties are inherent in our day-to-day operations and in the process of preparing our consolidated financial statements. The more significant risks and uncertainties, as well as our attempt to mitigate, quantify and minimize such risks, are presented below and throughout the notes to the consolidated financial statements. Insurance Risks We compete with a large number of other companies in our selected lines of business. During periods of intense competition for premium, we are vulnerable to the actions of other companies who may seek to write business without the appropriate regard for risk and profitability. The insurance industry is often highly competitive, which can make it difficult to grow or maintain premium volume without sacrificing underwriting discipline and income. Our profitability can be significantly affected by the ability of our underwriters to accurately select and price risk and our claim personnel to appropriately deliver fair outcomes. We attempt to mitigate this risk by incentivizing our underwriters to maximize underwriting profit and remain disciplined in pricing and selecting risks. If we are unable to compete effectively in the markets in which we operate or expand our operations into new markets, our underwriting revenues may decline, as well as overall business results. Our loss reserves are based on estimates and may be inadequate to cover our actual insured losses, which would negatively impact our profitability. As of December 31, 2021, we had $2.0 billion of gross loss and LAE reserves. Significant periods of time often elapse between the occurrence of an insured loss, the reporting of the loss to the Company and our payment of that loss. As part 63 of the reserving process, we review historical data and consider the impact of various factors such as trends in claim frequency and severity, emerging economic and social trends, inflation and changes in the regulatory and litigation environments. If the actual amount of insured losses is greater than the amount we have reserved for these losses, our profitability would suffer. Catastrophe Exposures Our insurance coverages include exposure to catastrophic events. We monitor all catastrophe exposures by quantifying our exposed policy limits in each region and by using computer-assisted modeling techniques. Additionally, we limit our risk to such catastrophes through restraining the total policy limits written in each region and by purchasing reinsurance. Our major catastrophe exposure is to losses caused by earthquakes, primarily on the West Coast. In 2021, we had reinsurance protection of $500 million in excess of $25 million first-dollar retention for earthquakes in California and $525 million in excess of a $25 million first-dollar retention for earthquakes outside of California. These amounts are subject to certain co-participations by the Company on losses in excess of the $25 million retentions. Our second largest catastrophe exposure is to losses caused by wind storms to commercial properties throughout the Gulf and East Coasts, as well as to homes we insure in Hawaii. In 2021, these coverages were supported by $375 million in excess of a $25 million first-dollar retention in traditional catastrophe reinsurance protection, subject to certain co- participations by the Company in the excess layers. In addition, we have incidental exposure to international catastrophic events. Our catastrophe reinsurance treaty renewed on January 1, 2022. We purchased reinsurance protections of $600 million in excess of $25 million first-dollar retention for earthquakes in California and $625 million in excess of a $25 million first-dollar retention for earthquakes outside of California. For other catastrophe events, such as hurricanes, we purchased reinsurance protection of $475 in excess of a $25 million first dollar retention. These amounts are subject to certain co-participations by the Company on losses in excess of the $25 million retentions. We actively manage our catastrophe program to keep our net retention in line with risk tolerances and to optimize the risk/return trade off. Environmental Exposures We are subject to environmental claims and exposures primarily through our commercial excess, general liability and discontinued assumed casualty reinsurance lines of business. Although exposure to environmental claims exists in these lines of business, we seek to mitigate or control the extent of this exposure on the vast majority of this business. Our policies include pollution exclusions that have been continually updated to further strengthen them and our policies primarily cover moderate hazard risks. We offer coverage for low to moderate environmental liability exposures for small contractors and asbestos and mold remediation specialists. We also provide limited coverage for individually underwritten underground storage tanks. The overall exposure is mitigated by focusing on smaller risks with low to moderate exposures. Risks that have large-scale exposures are avoided including petrochemical, chemical, mining, manufacturers and other risks that might be exposed to superfund sites. This business is covered under our casualty ceded reinsurance treaties. We made loss and settlement expense payments on environmental liability claims and have loss and settlement expense reserves for others. We include this historical environmental loss experience with the remaining loss experience in the applicable line of business to project ultimate incurred losses and settlement expenses as well as related incurred but not reported (IBNR) loss and settlement expense reserves. Although historical experience on environmental claims may not accurately reflect future environmental exposures, we used this experience to record loss and settlement expense reserves in the exposed lines of business. See further discussion of environmental exposures in note 6. Reinsurance Reinsurance does not discharge the Company from our primary liability to policyholders, and to the extent that a reinsurer is unable to meet its obligations, we would be liable. We continuously monitor the financial condition of prospective and existing reinsurers. As a result, we purchase reinsurance from a number of financially strong reinsurers. We provide an allowance for reinsurance balances deemed uncollectible. See further discussion of reinsurance exposures in note 5. Investment Risk Our investment portfolio is subject to market, credit and interest rate risks. The equity portfolio will fluctuate with movements in the overall stock market. While the equity portfolio has been constructed to have lower downside risk than the market, the portfolio is positively correlated with movements in domestic stocks. The bond portfolio is affected by interest rate changes and movement in credit spreads. We attempt to mitigate our interest rate and credit risks by constructing a well-diversified portfolio with high-quality securities with varied maturities. Downturns in the financial markets could have a negative effect on our portfolio. However, we attempt to manage this risk through asset allocation, duration and security selection. 64 Liquidity Risk Liquidity is essential to our business and a key component of our concept of asset-liability matching. Our liquidity may be impaired by an inability to collect premium receivable or reinsurance recoverable balances in a timely manner, an inability to sell assets or redeem our investments, an inability to access funds from our insurance subsidiaries, unforeseen outflows of cash or large claim payments or an inability to access debt or equity capital markets. This situation may arise due to circumstances that we may be unable to control, such as a general market disruption, an operational problem that affects third parties or the Company, or even by the perception among market participants that we, or other market participants, are experiencing greater liquidity risk. Our credit ratings are important to our liquidity. A reduction in our credit ratings could adversely affect our liquidity and competitive position by increasing our borrowing costs or limiting our access to the capital markets. Financial Statements The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities and reported amounts of revenues and expenses. The most significant of these amounts is the liability for unpaid losses and settlement expenses. Other estimates include investment valuation, the allowance for credit losses on fixed income securities, the collectability of reinsurance balances, recoverability of deferred tax assets and deferred policy acquisition costs. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes to be reasonable under the circumstances. We adjust such estimates and assumptions when facts and circumstances dictate. Although recorded estimates are supported by actuarial computations and other supportive data, the estimates are ultimately based on our expectations of future events. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment will be reflected in the consolidated financial statements in future periods. External Factors Our insurance subsidiaries are highly regulated by the state in which they are incorporated and by the states in which they do business. Such regulations, among other things, limit the amount of dividends, impose restrictions on the amount and types of investments and regulate rates insurers may charge for various coverages. We are also subject to insolvency and guaranty fund assessments for various programs designed to ensure policyholder indemnification. We generally accrue an assessment during the period in which it becomes probable that a liability has been incurred from an insolvency and the amount of the related assessment can be reasonably estimated. The National Association of Insurance Commissioners (NAIC) has developed Property and Casualty Risk-Based Capital (RBC) standards that relate an insurer’s reported statutory surplus to the risks inherent in its overall operations. The RBC formula uses the statutory annual statement to calculate the minimum indicated capital level to support investment and underwriting risk. The NAIC model law calls for various levels of regulatory action based on the magnitude of an indicated RBC capital deficiency, if any. We regularly monitor our subsidiaries’ internal capital requirements and the NAIC’s RBC developments. As of December 31, 2021, we determined that our capital levels are well in excess of the minimum capital requirements for all RBC action levels and that our capital levels are sufficient to support the level of risk inherent in our operations. See note 9 for further discussion of statutory information and related insurance regulatory restrictions. In addition, ratings are a critical factor in establishing the competitive position of insurance companies. Our insurance companies are rated by AM Best, S&P and Moody’s. Their ratings reflect their opinions of an insurance company’s and an insurance holding company’s financial strength, operating performance, strategic position and ability to meet its obligations to policyholders. 65 2. INVESTMENTS Our investments are primarily composed of fixed income debt securities and common stock equity securities. All of our debt securities are classified as available-for-sale, which are carried at fair value. Our equity portfolio consists of common stocks and exchange traded funds (ETF), which are carried at fair value. A summary of net investment income is as follows: (in thousands) Interest on fixed income securities Dividends on equity securities Interest on cash, short-term investments and other invested assets Gross investment income Less investment expenses Net investment income 2021 2020 2019 $ $ $ 60,624 $ 11,787 2,639 75,050 $ (6,188 ) 68,862 $ 59,755 $ 9,728 3,379 72,862 $ (4,969 ) 67,893 $ 60,364 9,950 3,674 73,988 (5,118 ) 68,870 Pretax net realized gains (losses) and net changes in unrealized gains (losses) on investments for the years ended December 31 are summarized below. (in thousands) Net realized gains (losses): Fixed income: Available-for-sale Equity securities Other Total net realized gains (losses) Net changes in unrealized gains (losses) on investments: Equity securities Other invested assets 2021 2020 2019 $ $ $ 1,859 $ 62,512 (149 ) 64,222 $ 3,872 $ 15,796 (1,783 ) 17,885 $ 3,184 14,445 (109 ) 17,520 58,459 $ 6,799 32,317 $ (216 ) 78,389 (299 ) Total unrealized gains (losses) on equity securities recognized in net earnings $ 65,258 $ 32,101 $ 78,090 Fixed income: Available-for-sale Investment in unconsolidated investees Other Total unrealized gains (losses) recognized in other comprehensive earnings Net realized gains (losses) and changes in unrealized gains (losses) on investments $ $ $ (71,538 ) $ (3,047 ) 44 67,350 $ 3,444 369 83,758 1,109 — (74,541 ) $ 71,163 $ 84,867 54,939 $ 121,149 $ 180,477 The change in unrealized gain (loss) position was due to an increase in interest rates, decreasing the fair value of fixed income securities, as well as strong equity market returns. The following is a summary of the disposition of fixed income securities and equities for the years ended December 31, with separate presentations for sales and calls/maturities: SALES (in thousands) 2021 Available-for-sale Equities 2020 Available-for-sale Equities 2019 Available-for-sale Equities Proceeds Gains Losses Gross Realized Net Realized Gain (Loss) 65,262 $ 180,256 2,161 $ 64,298 (815 ) $ (1,786 ) 1,346 62,512 84,697 $ 79,368 5,454 $ 25,338 (1,777 ) $ (9,542 ) 3,677 15,796 196,799 $ 62,172 4,368 $ 16,938 (2,167 ) $ (2,493 ) 2,201 14,445 $ $ $ 66    CALLS/MATURITIES (in thousands) 2021 Available-for-sale 2020 Available-for-sale 2019 Available-for-sale FAIR VALUE MEASUREMENTS Proceeds Gains Losses Gross Realized Net Realized Gain (Loss) $ 376,751 $ 638 $ (125 ) $ $ 283,107 $ 821 $ (27 ) $ 513 794 $ 201,698 $ 1,004 $ (21 ) $ 983 Assets measured at fair value on a recurring basis as of December 31, 2021 and 2020, are summarized below: (in thousands) Fixed income securities - available-for-sale U.S. government U.S. agency Non-U.S. government & agency Agency MBS ABS/CMBS/MBS* Corporate Municipal Total fixed income securities - available-for-sale Equity securities Other invested assets Total (in thousands) Fixed income securities - available-for-sale U.S. government U.S. agency Non-U.S. government & agency Agency MBS ABS/CMBS/MBS* Corporate Municipal Total fixed income securities - available-for-sale Equity securities Other invested assets Total 2021 Quoted in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total $ $ $ 134,554 $ — $ 32,760 — 8,481 — 367,187 — 264,054 — 913,577 — — 645,756 — $ 2,366,369 $ 64 — 613,712 $ 2,366,433 $ 613,712 — — $ — — — — 43,518 — 134,554 32,760 8,481 367,187 264,054 957,095 645,756 43,518 $ 2,409,887 613,776 — 43,518 $ 3,023,663 — — Quoted in Active Significant Other Observable Markets for Identical Assets (Level 1) Inputs (Level 2) 2020 Significant Unobservable Inputs (Level 3) Total $ $ $ 183,357 $ — $ 32,872 — 10,965 — 402,071 — 218,373 — 798,794 — — 532,396 — $ 2,178,828 $ 83 — 529,991 $ 2,178,911 $ 523,923 6,068 — $ — — — — 17,798 — 183,357 32,872 10,965 402,071 218,373 816,592 532,396 17,798 $ 2,196,626 524,006 6,068 17,798 $ 2,726,700 — — * Non-agency asset-backed, commercial mortgage-backed and mortgage-backed securities The following table summarizes changes in the balance of Regulation D private placement fixed income securities whose fair value was measured using significant unobservable inputs (Level 3). 67  (in thousands) Balance as of January 1, 2021 Net realized and unrealized gains (losses) Included in net earnings as a part of: Net investment income Net realized gains Included in other comprehensive earnings Total net realized and unrealized gains (losses) Purchases Balance as of December 31, 2021 Change in unrealized gains (losses) during the period for Level 3 assets held at period-end - included in net realized gains Change in unrealized gains (losses) during the period for Level 3 assets held at period-end - included in other comprehensive earnings $ $ $ $ Level 3 Securities $ 17,798 (53 ) (367 ) (170 ) (590 ) 26,310 43,518 (367 ) (170 ) The amortized cost and estimated fair value of fixed income securities at December 31, 2021, by contractual maturity, are shown as follows: (in thousands) Due in one year or less Due after one year through five years Due after five years through 10 years Due after 10 years ABS/CMBS/MBS* Total available-for-sale Amortized Cost Fair Value $ 57,625 $ 626,953 537,777 496,778 627,134 58,134 647,068 560,653 512,791 631,241 $ 2,346,267 $ 2,409,887 * Asset-backed, commercial mortgage-backed and mortgage-backed securities Expected maturities may differ from contractual maturities due to call provisions on some existing securities. The amortized cost and fair value of available-for-sale securities at December 31, 2021 and 2020 are presented in the tables below. Amortized cost does not include the $16.4 million and $14.9 million of accrued interest receivable as of December 31, 2021 and 2020, respectively. (in thousands) U.S. government U.S. agency Non-U.S. government & agency Agency MBS ABS/CMBS/MBS* Corporate Municipal Total fixed income 2021 Gross Gross Unrealized Unrealized Allowance for Credit Losses $ $ $ — — — — — (441 ) — (441 ) $ Gains 6,846 $ 2,374 338 9,277 2,120 37,247 22,750 80,952 $ Losses Fair Value (44 ) $ 134,554 32,760 (17 ) 8,481 (154 ) 367,187 (4,951 ) 264,054 (2,339 ) 957,095 (5,105 ) 645,756 (4,281 ) (16,891 ) $ 2,409,887 Amortized Cost $ 127,752 30,403 8,297 362,861 264,273 925,394 627,287 $ 2,346,267 * Non-agency asset-backed, commercial mortgage-backed and mortgage-backed securities 68 (in thousands) U.S. government U.S. agency Non-U.S. government & agency Agency MBS ABS/CMBS/MBS* Corporate Municipal Total fixed income Allowance for Credit Losses 2020 Gross Gross Unrealized Unrealized Gains $ $ $ — — — — (17 ) (380 ) — 13,504 3,970 667 18,789 5,580 64,501 31,099 (397 ) $ 138,110 $ $ Losses Fair Value (257 ) $ 183,357 32,872 10,965 402,071 218,373 816,592 532,396 (2,554 ) $ 2,196,626 — — (733 ) (413 ) (933 ) (218 ) Amortized Cost $ 170,110 28,902 10,298 384,015 213,223 753,404 501,515 $ 2,061,467 * Non-agency asset-backed, commercial mortgage-backed and mortgage-backed securities Asset-Backed, Commercial Mortgage-Backed and Mortgage-Backed Securities Eighty-three percent of our collateralized securities carry the highest credit rating by one or more major rating agencies and continue to pay according to contractual terms. For all fixed income securities at an unrealized loss at December 31, 2021, we believe it is probable that we will receive all contractual payments in the form of principal and interest. In addition, we are not required to, nor do we intend to, sell these investments prior to recovering the entire amortized cost basis of each security, which may be at maturity. Municipal Bonds As of December 31, 2021, approximately 48 percent of the municipal fixed income securities in the investment portfolio were general obligations of state and local governments and the remaining 52 percent were revenue based. Ninety percent of our municipal fixed income securities were rated AA or better while 99 percent were rated A or better. Allowance for Credit Losses and Unrealized Losses on Fixed Income Securities We adopted ASU 2016-13, Financial Instruments – Credit Losses, on January 1, 2020, which required the recognition of a reversible allowance for credit losses on available-for-sale fixed income securities. Available-for-sale securities in the fixed income portfolio are subjected to several criteria to determine if those securities should be included in the allowance for expected credit loss evaluation, including:  Changes in technology that may impair the earnings potential of the investment,  The discontinuance of a segment of business that may affect future earnings potential,  Reduction of or non-payment of interest and/or principal,  Specific concerns related to the issuer’s industry or geographic area of operation,  Significant or recurring operating losses, poor cash flows and/or deteriorating liquidity ratios and  Downgrades in credit quality by a major rating agency. If changes in interest rates and credit spreads do not reasonably explain the unrealized loss for an available-for-sale security, or if any of the criteria above indicate a potential credit loss, the security is subjected to a discounted cash flow analysis. Inputs into the discounted cash flow analysis include prepayment assumptions for structured securities, default rates and recoverability rates based on credit rating. The allowance for any security is limited to the amount that the fair value is below amortized cost. As of December 31, 2021, the discounted cash flow analysis resulted in an allowance for credit losses on 7 securities. The following table presents changes in the allowance for expected credit losses on available-for-sale securities: 69  (in thousands) Beginning balance Adoption impact of ASU 2016-13 Increase to allowance from securities for which credit losses were not previously recorded Reduction from securities sold during the period Net increase (decrease) from securities that had an allowance at the beginning of the period Ending balance $ $ 2021 2020 397 $ - $ 4 (4 ) 44 441 $ — 28 369 - - 397 No net realized losses were recognized on fixed income securities during 2021 in relation to securities for which we no longer had the intent to hold until recovery and for which the cost basis was written down to fair value, compared to $0.6 million in 2020. All fixed income securities continue to pay the expected coupon payments. We believe we will recover the amortized cost basis of available-for-sale securities that remain in an unrealized loss position. As of December 31, 2021, in addition to the securities included in the allowance for credit losses, the fixed income portfolio contained 443 securities with an unrealized loss position for which an allowance for credit losses had not been recorded. The $16.9 million in associated unrealized losses represents 0.7 percent of the fixed income portfolio’s cost basis and 0.5 percent of total invested assets. Isolated to these securities, unrealized losses at the end of 2021 increased compared to the previous year due to increasing interest rates which reduce the fair value of fixed income securities. Of the total 443 securities, 76 have been in an unrealized loss position for 12 consecutive months or longer. The following table illustrates the total value of fixed income securities that were in an unrealized loss position as of December 31, 2021 and 2020. All fixed income securities continue to pay the expected coupon payments and we believe we will recover the amortized cost basis of available-for-sale securities that remain in an unrealized loss position. 70 (in thousands) U.S. government Fair value Amortized cost Unrealized loss U.S. agency Fair value Amortized cost Unrealized loss Non-U.S. government & agency Fair value Amortized cost Unrealized loss Agency MBS Fair value Amortized cost Unrealized loss ABS/CMBS/MBS* Fair value Amortized cost Unrealized loss Corporate Fair value Amortized cost Unrealized loss Municipal Fair value Amortized cost Unrealized loss Total fixed income Fair value Amortized cost Unrealized loss December 31, 2021 12 Mos. December 31, 2020 12 Mos. < 12 Mos. & Greater Total < 12 Mos. & Greater Total $ $ $ $ $ $ 2,942 $ 2,986 (44 ) $ 1,498 $ 1,515 (17 ) $ 4,346 $ 4,500 (154 ) $ — $ — — $ 2,942 $ 2,986 (44 ) $ 5,680 $ 5,937 (257 ) $ — $ — — $ 5,680 5,937 (257 ) — $ — — $ 1,498 $ 1,515 (17 ) $ — $ — — $ 4,346 $ 4,500 (154 ) $ — $ — — $ — $ — — $ — $ — — $ — $ — — $ — — — — — — $ 102,145 $ 62,669 $ 164,814 $ 43,999 $ 44,732 104,336 65,429 169,765 (733 ) $ (4,951 ) $ $ (2,760 ) $ (2,191 ) $ — $ 43,999 44,732 — (733 ) — $ $ 150,997 $ 153,235 (2,238 ) $ $ 3,935 $ 154,932 $ 32,771 $ 16,161 $ 48,932 49,345 33,094 4,036 157,271 (413 ) (323 ) $ (2,339 ) $ (101 ) $ 16,251 (90 ) $ $ 217,791 $ 53,818 $ 271,609 $ 52,655 $ 53,440 221,010 55,704 276,714 (785 ) $ (5,105 ) $ $ (1,886 ) $ (3,219 ) $ $ 162,998 $ 15,037 $ 178,035 $ 25,676 $ 25,894 166,602 15,714 182,316 (218 ) $ (4,281 ) $ $ (3,604 ) $ (677 ) $ 6,235 $ 58,890 59,823 6,383 (933 ) (148 ) $ — $ 25,676 25,894 — (218 ) — $ $ 642,717 $ 135,459 $ 778,176 $ 160,781 $ 22,396 $ 183,177 22,634 185,731 654,184 140,883 795,067 163,097 (2,554 ) (2,316 ) $ $ (11,467 ) $ (5,424 ) $ (16,891 ) $ (238 ) $ * Non-agency asset-backed, commercial mortgage-backed and mortgage-backed securities Other Invested Assets We had $50.5 million of other invested assets at December 31, 2021, compared to $54.2 million at the end of 2020. Other invested assets include investments in low income housing tax credit (LIHTC) partnerships, membership stock in the Federal Home Loan Bank of Chicago (FHLBC) and investments in private funds. Our LIHTC investments are carried at amortized cost and our investment in FHLBC stock is carried at cost. Due to the nature of the LIHTC and our membership in the FHLBC, their carrying amounts approximate fair value. The private funds are carried at fair value, using each investments’ net asset value. Our LIHTC interests had a balance of $16.6 million at December 31, 2021, compared to $20.3 million at December 31, 2020, and recognized a total tax benefit of $3.6 million during 2021, compared to $3.5 million during 2020 and $2.5 million during 2019. Our unfunded commitment for our LIHTC investments totaled $1.4 million at December 31, 2021 and will be paid out in installments through 2035. Our investments in private funds totaled $28.6 million at December 31, 2021, compared to $32.1 million at December 31, 2020, and we had $8.8 million of associated unfunded commitments at December 31, 2021. Our interest in private funds is generally restricted from being transferred or otherwise redeemed without prior consent by the respective entities and the timed dissolution of the partnerships would trigger redemption. At December 31, 2020, we had a publicly traded common stock with short-term restrictions that limited our ability to sell the security without prior approval. During 2021, our investment in this security became unrestricted and the investment was included in our equity portfolio as of December 31, 2021. 71 Restricted Assets As of December 31, 2021, $64.1 million of investments were pledged as collateral with the FHLBC to ensure timely access to the secured lending facility that ownership of the FHLBC stock provides. On November 10, 2021 RLI Insurance Company borrowed $50.0 million from the FHLBC, which was outstanding as of December 31, 2021. As of December 31, 2021, fixed income securities with a carrying value of $86.2 million were on deposit with regulatory authorities as required by law. 3. POLICY ACQUISITION COSTS Policy acquisition costs deferred and amortized to income for the years ended December 31 are summarized as follows: (in thousands) Deferred policy acquisition costs (DAC), beginning of year Deferred: 2021 2020 2019 $ 88,425 $ 85,044 $ 84,934 Direct commissions Premium taxes Ceding commissions Net deferred Amortized DAC, end of year Policy acquisition costs: Amortized to expense - DAC Period costs: Ceding commission - contingent Other underwriting expenses Total policy acquisition costs 4. DEBT $ $ $ 236,145 $ 17,012 (47,592 ) 205,565 $ 190,437 103,553 $ 200,917 $ 14,783 (42,115 ) 173,585 $ 170,204 88,425 $ 185,164 14,395 (31,140 ) 168,419 168,309 85,044 $ 190,437 $ 170,204 $ 168,309 (4,303 ) 131,334 317,468 $ (4,053 ) 120,287 286,438 $ (3,034 ) 123,422 288,697 $ As of December 31, 2021, outstanding debt balances totaled $199.7 million, net of unamortized discount and debt issuance costs. On October 2, 2013, we completed a public debt offering, issuing $150.0 million in senior notes maturing September 15, 2023, 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. The amount of the discount is being charged to income over the life of the debt on an effective yield basis. The carrying value of the senior note was $149.7 million and the estimated fair value was $159.3 million as of December 31, 2021. The fair value of our long-term debt is based on the limited observable prices that reflect thinly traded securities and is therefore classified as a Level 2 liability within the fair value hierarchy. On November 10, 2021, RLI Ins. borrowed $50.0 million from the Federal Home Loan Bank of Chicago. The borrowing matures on November 10, 2023 and has an option pay off the debt early on November 10, 2022. Interest is paid monthly at an annualized rate of 0.84 percent. We paid $7.3 million of interest on our debt in each of the last three years. The average rate on debt was 4.77 percent in 2021 and 4.91 percent in 2020 and 2019. We maintain a revolving line of credit with Bank of Montreal, Chicago Branch, which permits the Company to borrow up to an aggregate principal amount of $60.0 million. This facility was entered into during 2020 and replaced the previous $50.0 million facility with JP Morgan Chase Bank N.A. Under certain conditions, the line may be increased up to an aggregate principal amount of $120.0 million. This facility has a three-year term that expires on March 27, 2023. As of and during the years ended December 31, 2021, 2020 and 2019, no amounts were outstanding on these facilities. 5. REINSURANCE In the ordinary course of business, our insurance subsidiaries assume and cede premiums and selected insured risks with other insurance companies, known as reinsurance. A large portion of the reinsurance is put into effect under contracts known as treaties and, in some instances, by negotiation on each individual risk (known as facultative reinsurance). In addition, there are several types of 72 treaties including quota share, excess of loss and catastrophe reinsurance contracts that protect against losses over stipulated amounts arising from any one occurrence or event. The arrangements allow the Company to pursue greater diversification of business and serve to limit the maximum net loss to a single event, such as a catastrophe. Through the quantification of exposed policy limits in each region and the extensive use of computer-assisted modeling techniques, we monitor the concentration of risks exposed to catastrophic events. Through the purchase of reinsurance, we also limit our net loss on any individual risk to a maximum of $9.7 million, although retentions can vary. Premiums written and earned along with losses and settlement expenses incurred for the years ended December 31 are summarized as follows: (in thousands) WRITTEN Direct Reinsurance assumed Reinsurance ceded Net EARNED Direct Reinsurance assumed Reinsurance ceded Net 2021 2020 2019 $ 1,313,093 $ 1,107,303 $ 1,039,955 25,047 (204,665 ) 860,337 34,261 (289,821 ) $ 1,057,533 $ 29,129 (244,344 ) 892,088 $ $ 1,222,346 $ 1,062,608 $ 27,651 (224,512 ) 865,747 $ 30,950 (272,393 ) 980,903 $ $ 981,121 40,173 (182,183 ) 839,111 LOSSES AND SETTLEMENT EXPENSES INCURRED Direct $ Reinsurance assumed Reinsurance ceded Net $ 703,903 $ 18,087 (265,388 ) 456,602 $ 608,638 $ 18,783 (184,537 ) 442,884 $ 521,055 21,951 (129,590 ) 413,416 More than 89 percent of our reinsurance recoverables are due from companies with financial strength ratings of A or better by AM Best and S&P rating services. The following table displays net reinsurance balances recoverable, after consideration of collateral, from our top reinsurers as of December 31, 2021. These reinsurers all have financial strength ratings of A or better by AM Best and S&P’s ratings services. Also shown are the amounts of written premium ceded to these reinsurers during the calendar year 2021. (dollars in thousands) Munich Re / HSB Renaissance Re Endurance Re Scor Re Aspen UK Ltd. Berkley Insurance Co. Hannover Ruckversicherung Safety National Nationwide Mutual Liberty Mutual All other reinsurers* Total ceded exposure AM Best Rating A+, Superior A+, Superior A+, Superior A+, Superior A, Excellent A+, Superior A+, Superior A++, Superior A+, Superior A, Excellent S&P Rating Net Reinsurer Exposure as of Percent of 12/31/2021 Total Ceded Premiums Written Percent of Total AA-, Very Strong A+, Strong A+, Strong AA-, Very Strong A-, Strong A+, Strong AA-, Very Strong A+, Strong A+, Strong A, Strong $ $ 102,632 58,417 47,136 37,160 36,164 36,033 33,125 32,196 29,818 23,236 270,331 706,248 14.5 % $ 8.3 % 6.7 % 5.3 % 5.1 % 5.1 % 4.7 % 4.6 % 4.2 % 3.3 % 38.2 % 100.0 % $ 34,462 25,001 9,865 13,398 9,402 12,950 12,942 15,544 17,738 7,240 131,279 289,821 11.9 % 8.6 % 3.4 % 4.6 % 3.2 % 4.5 % 4.5 % 5.4 % 6.1 % 2.5 % 45.3 % 100.0 % * All other reinsurance balances recoverable, when considered by individual reinsurer, are less than 2 percent of shareholders’ equity. The allowances for uncollectible amounts on paid and unpaid recoverables were $16.1 million and $11.2 million, respectively, at December 31, 2021. At December 31, 2020, the amounts were $15.9 million and $8.6 million, respectively. Changes in the allowances during 2021 were due to changes in the amount of reinsurance balances outstanding, the composition of reinsurers from whom the balances were recoverable and their associated S&P default ratings. No write-offs were applied to the allowances in 2021 and $0.2 million was recovered. We have no receivables with a due date that extends beyond one year that are not included in our allowance for uncollectible amounts. 73 6. HISTORICAL LOSS AND LAE DEVELOPMENT The following table is a reconciliation of our unpaid losses and settlement expenses (LAE) for the years 2021, 2020 and 2019: (in thousands) Unpaid losses and LAE at beginning of year: Gross Ceded Net Adoption impact of ASU 2016-13 on reinsurance balances recoverable Increase (decrease) in incurred losses and LAE: Current accident year Prior accident years Total incurred Loss and LAE payments for claims incurred: Current accident year Prior accident year Total paid 2021 2020 2019 1,750,049 $ (443,729 ) 1,306,320 $ 1,574,352 $ (384,517 ) 1,189,835 $ 1,461,348 (364,999 ) 1,096,349 — $ (1,345 ) $ — 582,065 $ (125,463 ) 456,602 $ 543,937 $ (101,053 ) 442,884 $ 488,700 (75,284 ) 413,416 (101,590 ) $ (225,863 ) (327,453 ) $ (93,077 ) $ (231,977 ) (325,054 ) $ (80,055 ) (239,875 ) (319,930 ) $ $ $ $ $ $ $ Net unpaid losses and LAE at end of year $ 1,435,469 $ 1,306,320 $ 1,189,835 Unpaid losses and LAE at end of year: Gross Ceded Net $ $ 2,043,555 $ (608,086 ) 1,435,469 $ 1,750,049 $ (443,729 ) 1,306,320 $ 1,574,352 (384,517 ) 1,189,835 We adopted ASU 2016-13, Financial Instruments – Credit Losses, on January 1, 2020, which required financial assets, including reinsurance balances recoverable, to be presented at the net amount expected to be collected. We previously maintained an allowance for uncollectible reinsurance balances prior to the adoption of this update. However, in order to comply with the updated requirements, we released $1.3 million of the allowance on uncollectible reinsurance balances upon adoption. The implementation guidance required the cumulative-effect adjustment be made to the beginning balance of retained earnings, rather than through net earnings like historical changes have and ongoing modifications will continue to be recorded. Loss development occurs when our current estimate of ultimate losses, established through our reserve analysis processes, differs from the initial reserve estimate. The recognition of the changes in initial reserve estimates occurred over time as claims were reported, initial case reserves were established, initial reserves were reviewed in light of additional information and ultimate payments were made on the collective set of claims incurred as of that evaluation date. The new information on the ultimate settlement value of claims is continually updated until all claims in a defined set are settled. As a small specialty insurer with a diversified product portfolio, our experience will ordinarily exhibit fluctuations from period to period. While we attempt to identify and react to changes in the loss environment, we also must consider the volume of claim experience directly available to the Company and interpret any particular period’s indications with a realistic technical understanding of the reliability of those observations. The following is information about incurred and paid loss development as of December 31, 2021, net of reinsurance, as well as cumulative claim frequency, the total of IBNR liabilities included within the net incurred loss amounts and average historical claims duration as of December 31, 2021. The loss information has been disaggregated so that only losses that are expected to develop in a similar manner are grouped together. This has resulted in the presentation of loss information for our property and surety segments at the segment level, while information for our casualty segment has been separated in four groupings: primary occurrence, excess occurrence, claims made and transportation. Primary occurrence includes select lines within the professional services product along with general liability, small commercial and other casualty products. Excess occurrence encompasses commercial excess and personal umbrella, while claims made includes select lines within the professional services product, executive products and other casualty. Reported claim counts represent claim events on a specified policy rather than individual claimants and includes claims that did not or are not expected to result in an incurred loss. The information about incurred and paid claims development for the years ended December 31, 2012 to 2020 is presented as unaudited required supplementary information. 74 As of December 31, 2021 Cumulative Number of Reported Claims Total IBNR 1,589 2,096 3,034 6,644 10,352 15,999 32,268 62,738 88,880 112,702 5,192 4,324 4,295 4,406 4,315 4,491 4,822 5,175 4,394 3,678 As of December 31, 2021 Cumulative Number of Reported Claims Total IBNR 783 1,396 2,622 5,439 11,023 16,698 26,824 47,276 74,182 93,982 867 949 923 699 646 631 590 603 471 371 Casualty - Primary Occurrence (in thousands, except number of claims) Incurred Losses and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2019* 2018* 2012* 2013* 2014* 2015* 2016* 2017* $ 91,807 $ 78,406 $ 65,893 $ 61,072 $ 59,028 $ 59,488 $ 60,328 $ 60,465 $ 60,591 $ 60,155 $ 80,823 67,297 62,882 60,329 60,162 59,556 59,116 57,106 57,519 88,092 79,497 71,592 67,237 66,389 66,702 65,636 63,727 94,835 84,975 83,579 78,675 76,398 75,470 75,438 101,950 96,753 90,611 85,449 83,374 79,440 119,741 111,391 102,583 95,513 90,759 141,513 130,281 125,731 115,076 146,011 135,209 120,570 145,171 137,439 142,797 2020* 2021 Cumulative Paid Loss and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, Total $ 942,920 2014* 2013* 2015* 2018* 2019* 2017* 2020* 2016* 2012* $ 5,897 $ 14,539 $ 23,889 $ 33,822 $ 43,276 $ 47,970 $ 51,611 $ 54,391 $ 55,679 $ 56,660 6,334 13,021 22,366 34,786 40,609 45,753 47,783 49,411 50,597 11,436 18,771 29,545 40,270 47,343 52,387 55,965 56,784 10,157 19,902 33,020 45,056 54,270 58,866 62,997 10,142 24,186 35,764 48,042 56,152 60,349 13,154 25,933 38,783 52,823 62,236 15,066 32,365 48,424 63,980 15,698 30,673 41,911 17,096 30,596 14,428 Total $ 500,538 All outstanding liabilities before 2012, net of reinsurance 10,760 Liabilities for losses and loss adjustment expenses, net of reinsurance $ 453,142 * Presented as unaudited required supplementary information. 2021 Years 1 12.8 % 2 13.3 % 3 14.8 % 4 16.5 % 5 11.6 % 6 7 8 9 10 7.2 % 5.2 % 2.9 % 2.1 % 1.6 % Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance* Casualty - Excess Occurrence (in thousands, except number of claims) Incurred Losses and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, 2017* 2016* 2019* 2015* 2018* 2014* 2013* 2012* $ 29,042 $ 21,558 $ 21,021 $ 21,885 $ 21,231 $ 22,433 $ 23,020 $ 25,286 $ 26,129 $ 26,848 $ 39,984 34,824 26,857 25,425 25,599 24,922 25,496 25,073 24,836 50,889 39,095 35,119 32,274 33,372 33,458 35,128 35,683 53,672 50,857 47,392 42,840 43,328 42,446 41,690 56,341 49,385 37,676 33,125 30,251 29,671 62,863 55,868 48,363 44,737 43,249 69,362 62,646 54,626 51,023 88,078 89,691 79,083 107,579 98,409 136,433 2020* 2021 Cumulative Paid Loss and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, Total $ 566,925 1,060 2013* 2015* 2014* 2019* 2018* 2017* 2020* 2016* 2012* $ 1,315 $ 3,573 $ 8,843 $ 15,380 $ 16,879 $ 17,747 $ 19,310 $ 21,993 $ 22,202 $ 22,246 5,701 10,967 14,545 16,967 17,956 18,524 21,229 22,154 4,006 11,002 18,852 22,541 23,376 26,068 28,963 1,899 2,048 10,127 19,571 23,184 28,756 31,352 32,752 7,441 10,054 12,703 14,400 9,275 15,441 18,470 5,679 5,823 10,801 17,294 2,506 4,213 19,044 25,389 2,901 13,856 5,317 Total $ 200,841 All outstanding liabilities before 2012, net of reinsurance 18,495 Liabilities for losses and loss adjustment expenses, net of reinsurance $ 384,579 * Presented as unaudited required supplementary information. 3,396 17 1,068 2021 Years 1 4.0 % 2 12.2 % 3 15.4 % 4 15.0 % 5 6 7 8 9 10 9.2 % 4.3 % 4.8 % 9.7 % 2.3 % 0.2 % Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance* 75 As of December 31, 2021 Cumulative Number of Reported Claims Total IBNR 207 767 1,504 2,759 4,808 9,039 17,399 26,387 43,408 42,451 804 1,042 1,305 1,338 1,507 1,648 1,391 1,508 1,287 1,112 As of December 31, 2021 Cumulative Number of Reported Claims Total IBNR 74 118 297 708 1,235 2,257 4,946 9,024 16,243 9,745 2,287 2,853 3,099 3,186 3,943 3,639 3,402 3,313 1,637 2,161 Casualty - Claims Made (in thousands, except number of claims) Incurred Losses and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2016* 2014* 2017* 2018* 2013* 2019* 2015* 2012* $ 27,576 $ 26,144 $ 20,727 $ 19,590 $ 18,022 $ 17,612 $ 17,569 $ 20,785 $ 22,325 $ 22,236 $ 40,095 41,488 44,054 40,288 38,473 37,959 38,352 37,974 37,950 53,929 55,386 58,152 55,350 51,554 53,841 53,783 52,619 55,006 47,831 42,206 39,906 39,653 39,619 38,609 59,992 67,760 69,493 67,728 64,730 65,078 60,572 62,450 62,714 57,450 59,907 66,128 62,416 56,468 48,457 62,918 61,712 52,224 60,278 56,785 51,219 2020* 2021 Cumulative Paid Loss and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, 2013* 2014* 2015* 2016* 2017* 2018* 2019* 2020* 2021 Total $ 485,084 792 433 $ 4,086 $ 6,898 $ 9,218 $ 10,968 $ 14,378 $ 15,621 $ 16,450 $ 16,892 $ 17,148 7,073 18,425 26,121 29,678 32,789 34,535 35,476 36,078 9,775 27,923 35,755 40,080 44,127 46,122 50,714 1,705 2,215 10,738 16,774 20,920 28,795 32,241 33,529 2,060 14,558 27,465 39,370 47,999 52,846 2,455 11,350 22,728 36,522 42,918 1,964 11,965 18,840 24,918 8,123 14,117 5,687 1,488 999 Total $ 278,954 3,575 All outstanding liabilities before 2012, net of reinsurance Liabilities for losses and loss adjustment expenses, net of reinsurance $ 209,705 1,839 * Presented as unaudited required supplementary information. 2012* $ Years 1 3.2 % 2 16.1 % 3 19.6 % 4 15.7 % 5 11.6 % 6 7 8 9 10 9.5 % 4.3 % 5.0 % 1.8 % 1.2 % Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance* Casualty - Transportation (in thousands, except number of claims) Incurred Losses and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, 2016* 2017* 2014* 2018* 2013* 2015* 2019* 2012* $ 21,452 $ 22,203 $ 22,924 $ 23,511 $ 23,689 $ 23,620 $ 23,305 $ 23,731 $ 23,845 $ 23,955 $ 32,742 32,853 32,989 37,673 38,811 39,974 39,309 39,183 39,586 38,361 33,015 36,452 38,590 40,202 40,508 41,156 41,974 38,561 46,258 47,021 46,395 45,162 45,525 45,807 50,430 53,519 54,105 52,277 52,818 53,915 55,640 53,641 45,017 43,764 45,351 57,597 54,592 38,719 36,468 58,297 56,129 43,976 43,573 35,524 51,322 2020* 2021 Cumulative Paid Loss and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, Total $ 417,878 2015* 2013* 2014* 2019* 2018* 2017* 2020* 2016* 2012* $ 4,466 $ 8,533 $ 12,394 $ 17,318 $ 20,931 $ 22,566 $ 22,730 $ 23,180 $ 23,181 $ 23,181 5,306 11,978 19,761 28,220 33,480 35,923 37,327 37,915 38,172 7,125 13,933 19,676 27,457 33,190 38,282 40,006 40,427 6,984 20,709 29,554 37,222 39,339 41,345 42,626 8,923 18,354 30,354 38,001 43,564 47,488 7,979 17,070 24,090 30,260 36,141 6,980 12,827 19,216 24,503 7,148 15,852 21,120 7,876 3,986 5,341 Total $ 286,875 All outstanding liabilities before 2012, net of reinsurance 528 Liabilities for losses and loss adjustment expenses, net of reinsurance $ 131,531 * Presented as unaudited required supplementary information. 2021 Years 1 15.5 % 2 18.3 % 3 17.0 % 4 17.1 % 5 11.7 % 6 7 8 9 10 7.4 % 2.8 % 1.5 % 0.3 % 0.0 % Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance* 76 As of December 31, 2021 Cumulative Number of Reported Claims Total IBNR 7 36 52 96 177 1,321 3,642 3,193 17,071 45,890 2,640 2,996 4,562 4,075 3,377 2,893 2,337 2,446 2,837 2,616 As of December 31, 2021 Cumulative Number of Reported Claims Total IBNR 2 10 8 59 125 306 713 2,047 7,212 15,647 1,480 1,409 1,355 1,242 1,381 1,790 1,323 1,112 748 444 Property (in thousands, except number of claims) Incurred Losses and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 AY 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2017* 2018* 2019* 2016* 2015* 2014* 2013* 2012* $ 85,485 $ 80,155 $ 79,181 $ 77,569 $ 79,175 $ 78,125 $ 78,161 $ 78,002 $ 77,924 $ 77,883 $ 63,864 62,090 62,173 62,114 61,914 61,834 61,776 61,623 61,400 56,587 49,441 48,801 48,761 49,217 49,444 49,479 49,520 59,863 56,103 53,958 52,720 53,111 52,781 52,878 62,900 55,594 55,384 55,930 55,424 55,383 90,803 83,273 84,961 82,671 82,319 89,091 83,457 79,961 80,470 71,232 65,189 61,116 118,247 110,466 135,447 2020* 2021 Cumulative Paid Loss and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, Total $ 766,882 2015* 2013* 2014* 2017* 2019* 2018* 2020* 2016* 2012* $ 39,074 $ 66,509 $ 72,057 $ 73,705 $ 75,640 $ 76,152 $ 77,159 $ 77,323 $ 77,347 $ 77,360 32,208 50,840 57,407 59,259 60,520 61,195 61,325 61,335 61,188 30,550 43,380 46,148 46,528 47,799 49,027 49,259 49,317 32,184 49,348 50,197 51,290 52,078 52,342 52,400 33,134 46,921 51,371 53,006 54,328 54,747 41,314 66,818 74,415 78,360 80,581 37,048 68,264 72,357 75,253 30,703 51,740 55,092 43,192 79,660 57,272 Total $ 642,870 640 All outstanding liabilities before 2012, net of reinsurance Liabilities for losses and loss adjustment expenses, net of reinsurance $ 124,652 * Presented as unaudited required supplementary information. 2021 Years 1 51.3 % 2 31.8 % 3 4 5 6 7 8 9 10 6.6 % 2.8 % 2.3 % 1.1 % 0.5 % 0.1 % -0.1 % 0.0 % Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance* Surety (in thousands, except number of claims) Incurred Losses and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, 2017* 2015* 2016* 2019* 2018* 2014* 2013* 16,080 6,170 8,106 7,516 16,450 2012* $ 17,114 $ 11,452 $ 8,667 $ 8,180 $ 7,867 $ 7,471 $ 7,099 $ 7,082 $ 6,985 $ 7,131 $ 5,046 4,227 9,275 7,948 8,034 3,947 5,053 19,241 14,840 18,540 5,231 4,267 16,958 12,957 11,113 10,456 9,351 18,928 11,062 8,641 16,127 16,765 5,209 4,319 9,792 8,895 8,798 7,227 14,785 5,107 4,266 9,521 8,391 8,116 4,564 7,205 5,271 4,427 5,399 5,225 2020* 2021 Cumulative Paid Loss and Loss Adjustment Expenses, Net of Reinsurance For the Years Ended December 31, Total $ 84,041 1,116 2015* 2017* 2013* 2019* 2014* 2018* 2020* 2016* 2,856 722 4,701 4,283 3,192 2012* $ 1,883 $ 6,680 $ 6,726 $ 7,416 $ 7,536 $ 7,406 $ 7,065 $ 6,996 $ 6,941 $ 7,083 5,029 4,197 9,168 7,673 7,362 2,536 2,765 2,719 1,197 Total $ 49,729 (68 ) All outstanding liabilities before 2012, net of reinsurance Liabilities for losses and loss adjustment expenses, net of reinsurance $ 34,244 5,061 4,214 9,186 8,086 7,221 2,368 2,433 835 5,128 4,234 9,183 7,640 7,062 2,588 336 5,150 4,131 9,436 6,299 2,862 1,835 5,098 4,059 7,695 5,817 979 * Presented as unaudited required supplementary information. 4,911 4,166 6,719 3,087 2021 Years 1 21.6 % 2 39.5 % 3 13.0 % 4 5 6 7 8 9 10 7.6 % 2.0 % -0.7 % -1.5 % -0.9 % -0.7 % 2.0 % Average Annual Percentage Payout of Incurred Losses by Age, Net of Reinsurance* 77 The following is a reconciliation of the net incurred and paid loss development tables to the liability for unpaid losses and settlement expenses in the consolidated balance sheet: (in thousands) Net outstanding liabilities: December 31, 2021 December 31, 2020 Casualty - Primary Occurrence Casualty - Excess Occurrence Casualty - Claims Made Casualty - Transportation Property Surety Unallocated loss adjustment expenses Allowance for uncollectible reinsurance balances recoverable on unpaid losses and settlement expenses Other Liabilities for unpaid loss and settlement expenses, net of reinsurance Reinsurance recoverable on unpaid claims: Casualty - Primary Occurrence Casualty - Excess Occurrence Casualty - Claims Made Casualty - Transportation Property Surety Allowance for uncollectible reinsurance balances recoverable on unpaid losses and settlement expenses Other $ $ $ Total reinsurance balances recoverable on unpaid losses and settlement expenses $ 453,142 $ 384,579 209,705 131,531 124,652 34,244 59,391       432,823 312,827 214,103 129,852 103,383 27,009 54,954 11,188       27,037       1,435,469 $ 8,634 22,735 1,306,320 43,688 $ 122,092 271,259 66,283 65,098 50,743 (11,188 ) 111 608,086 $ 35,202 88,528 223,020 53,251 40,257 4,017 (8,634 ) 8,088 443,729 Total gross liability for unpaid loss and settlement expenses $ 2,043,555 $ 1,750,049 DETERMINATION OF IBNR Initial carried IBNR reserves are determined through a reserve estimation process. For most casualty and surety products, this process involves the use of an initial loss and allocated loss adjustment expense (ALAE) ratio that is applied to the earned premium for a given period. Payments and case reserves are subtracted from this initial estimate of ultimate loss and ALAE to determine a carried IBNR reserve. For most property products, the IBNR reserves are determined by IBNR percentages applied to premium earned. The percentages are determined based on historical reporting patterns and are updated periodically. No deductions for paid or case reserves are made. Shortly after natural or man-made catastrophes, we review insured locations exposed to the event and model losses based on our own exposures 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. Adjustments to 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. Actuaries perform a ground-up reserve study of the expected value of the unpaid loss and LAE derived using multiple standard actuarial methodologies on a quarterly basis. 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. These estimates are then compared to the carried loss reserves to determine the appropriateness of the current reserve balance. In addition, an emergence analysis is completed quarterly to determine if further adjustments are necessary. Upon completion of our loss and LAE estimation analysis, a review of the resulting variance between the indicated reserves and the carried reserves takes place. Our actuaries make a recommendation to management in regards to booked reserves that reflect their analytical assessment and view of estimation risk. After discussion of these analyses and all relevant risk factors, the Loss Reserve Committee, a panel of management including the lead reserving actuary, chief executive officer, chief operating officer, chief financial officer and other executives, confirms the appropriateness of the reserve balances. Actuarial models base future emergence on historic experience, with adjustments for current trends, and the appropriateness of these assumptions involved more uncertainty as of December 31, 2021. We expect the timing of loss emergence and ultimate loss ratios for certain coverages we underwrite will be affected as a result of the spread of COVID-19 and the related economic impact. 78                   The industry is experiencing new issues, including the postponement of civil court cases, the extension of various statutes of limitations and changes in settlement trends. Our recorded 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. DEVELOPMENT OF IBNR RESERVES The following table summarizes our prior accident years’ loss reserve development by segment for 2021, 2020 and 2019: (in thousands) Casualty Property Surety Total 2021 $ (108,632 ) $ (10,981 ) (5,850 ) 2020 (75,075 ) $ (13,019 ) (12,959 ) $ (125,463 ) $ (101,053 ) $ 2019 (62,497 ) (4,461 ) (8,326 ) (75,284 ) A discussion of significant components of reserve development for the three most recent calendar years follows: 2021. We experienced favorable emergence relative to prior years’ reserve estimates in all of our segments during 2021. Development from the casualty segment totaled $108.6 million, inclusive of ULAE. Favorable development was experienced across accident years 2014 through 2020, with the largest amounts attributable to accident years 2018 through 2020. We continued to experience emergence that was generally better than previously estimated. We attribute the favorable emergence to loss trends in most lines outperforming our long-term expectations, our underwriters’ ability to select risk and an increasing rate environment. Within the primary occurrence grouping, the general liability product contributed $25.3 million to our favorable development and small commercial was favorable by $7.5 million. Within the excess occurrence grouping, commercial excess was favorable by $10.5 million and personal umbrella developed favorably by $10.4 million. Within the claims made grouping, professional services coverages developed favorably by $14.2 million and executive products developed favorably by $5.9 million. Transportation had $20.1 million of favorable development. Our marine product was the predominant driver of the favorable development in the property segment, accounting for $6.6 million of the $11.0 million total favorable development for the segment, inclusive of ULAE. Accident years 2019 and 2020 made the largest contribution. Commercial property was favorable by $2.0 million. The surety segment experienced $5.9 million of favorable development, inclusive of ULAE. The majority of the favorable development came from the 2019 and 2020 accident years. Contract surety was the main contributor with favorable development of $4.6 million. 2020. We experienced favorable emergence relative to prior years’ reserve estimates in all of our segments during 2020. The casualty segment contributed $75.1 million in favorable development, inclusive of ULAE. Accident years 2017 through 2019 contributed significantly to the favorable development. This was predominantly caused by favorable frequency and severity trends that continued to be better than our long-term expectations. In addition, we believe this to be the result of our underwriters’ ability to select risk as well as an increasing rate environment within many of our casualty sublines. Nearly all of our casualty products contributed to the favorable development. Transportation contributed $19.1 million for the year. Within the primary occurrence grouping, the general liability product contributed $17.9 million to our favorable development. Within the excess occurrence grouping, commercial excess developed favorably by $12.5 million. Within the claims made grouping, professional services coverages developed favorably by $7.8 million and medical professional liability had $6.1 million of favorable development. The marine product was the primary driver of the favorable development in the property segment. Marine contributed $6.5 million of the $13.0 million total favorable property development, inclusive of ULAE, primarily in accident years 2017 and 2018. Commercial property was favorable by $5.2 million. The surety segment experienced favorable development of $13.0 million, inclusive of ULAE. The majority of the favorable development was from accident year 2019. Contract and commercial surety products were the main contributors with favorable development of $5.9 million and $3.8 million, respectively. 2019. We experienced favorable emergence relative to prior years’ reserve estimates in all of our segments during 2019. The casualty segment contributed $62.5 million in favorable development, inclusive of unallocated loss and adjustment expenses (ULAE), which is excluded from the incurred loss and loss adjustment expense tables above. Accident years 2017 and 2018 contributed the majority of the favorable development, with earlier years developing favorably in aggregate to a lesser extent. Risk selection by our underwriters continued to provide better results than estimated in our reserving process. Within the primary occurrence grouping, the general liability product contributed $11.8 million to our favorable development. Small commercial products were favorable by $6.3 million. Within the excess occurrence grouping, commercial excess was favorable by $6.8 million and our personal umbrella product developed favorably by $7.8 million. Within the claims made grouping, professional services coverages developed favorably by $10.2 million, which was offset 79 by adverse development of $7.3 million on executive products and $2.3 million on medical professional liability coverages. Transportation experienced favorable development of $16.6 million, primarily on accident years 2016 through 2018. Marine contributed $2.4 million of the $4.5 million total favorable property development, inclusive of ULAE. Accident years 2017 and 2018 contributed to the marine products’ favorable development. Homeowners’ contributed $1.1 million of favorable development with other commercial property insurance and assumed reinsurance products contributing the balance. The surety segment experienced favorable development of $8.3 million, inclusive of ULAE. The majority of the favorable development was from accident year 2018, while earlier accident years developed slightly adversely. The commercial surety product was the main contributor with favorable development of $5.8 million. Contract surety had favorable development of $4.2 million, which offset $1.7 million of adverse development on miscellaneous surety. ENVIRONMENTAL, ASBESTOS AND MASS TORT EXPOSURES We are subject to environmental site cleanup, asbestos removal and mass tort claims and exposures through our commercial excess, general liability and discontinued assumed casualty reinsurance lines of business. The majority of the exposure is in the excess layers of our commercial excess and assumed reinsurance books of business. The following table represents paid and unpaid environmental, asbestos and mass tort claims data (including incurred but not reported losses) as of December 31, 2021, 2020 and 2019: (in thousands) Loss and LAE Payments (Cumulative): 2021 2020 2019 Gross Ceded Net $ 141,768 $ 139,804 $ 137,485 (68,849 ) 68,636 (69,576 ) 72,192 $ (69,219 ) 70,585 $ $ Unpaid Losses and LAE at End of Year: Gross Ceded Net $ $ 25,747 $ (5,718 ) 20,029 $ 22,485 $ (4,619 ) 17,866 $ 22,616 (5,149 ) 17,467 Our environmental, asbestos and mass tort exposure is limited, relative to other insurers, as a result of entering the affected liability lines after the insurance industry had already recognized environmental and asbestos exposure as a problem and adopted appropriate coverage exclusions. The majority of our reserves are associated with products that went into runoff at least two decades ago. Some are for assumed reinsurance, some are for excess liability business and some followed from the acquisition of Underwriters Indemnity Company in 1999. During 2021, RLI experienced modest emergence of asbestos, environmental and mass tort losses and we increased our IBNR reserves for these exposures. While our environmental exposure is limited, the ultimate liability for this exposure is difficult to assess because of the extensive and complicated litigation involved in the settlement of claims and evolving legislation on issues such as joint and several liability, retroactive liability and standards of cleanup. Additionally, we participate primarily in the excess layers of coverage, where accurate estimates of ultimate loss are more difficult to derive than for primary coverage. 80 7. INCOME TAXES The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are summarized below. (in thousands) Deferred tax assets: Tax discounting of unpaid losses and settlement expenses Unearned premium offset Deferred compensation Stock option expense Lease liability Other Deferred tax assets before allowance Less valuation allowance Total deferred tax assets Deferred tax liabilities: Net unrealized appreciation of securities Deferred policy acquisition costs Lease asset Discounting of unpaid losses and settlement expenses - Tax Cuts and Jobs Act (TCJA) implementation offset Fixed assets Intangible assets Undistributed earnings of unconsolidated investees Other Total deferred tax liabilities Net deferred tax liability 2021 2020 22,637 $ 23,080 3,469 3,089 3,796 367 56,438 $ — 56,438 $ 76,533 $ 21,746 3,101 2,545 3,518 1,537 29,515 1,452 139,947 $ (83,509 ) $ 21,096 19,862 2,829 2,749 3,971 389 50,896 — 50,896 77,639 18,569 3,402 3,181 3,439 1,558 21,813 1,530 131,131 (80,235 ) $ $ $ $ $ $ Income tax expense (benefit) attributable to income from operations for the years ended December 31, 2021, 2020 and 2019, differed from the amounts computed by applying the U.S. federal tax rate of 21 percent to pretax income from continuing operations as demonstrated in the following table: (in thousands) Provision for income taxes at the statutory federal tax rates Increase (reduction) in taxes resulting from: Excess tax benefit on share-based compensation Tax-exempt interest income Dividends received deduction Investment tax credit ESOP dividends paid deduction Unconsolidated investee dividends Nondeductible expenses Other items, net Total 2021 2020 2019 $ 72,307 21.0 % $ 39,867 21.0 % $ 48,874 21.0 % (3,090 ) (1,219 ) (891 ) (3,491 ) (1,566 ) (0.9 ) % (0.3 ) % (0.3 ) % (1.0 ) % (0.5 ) % — — % 1.1 % (0.2 ) % (1.7 ) % (0.5 ) % (0.4 ) % — — % (0.5 ) % (0.8 ) % 0.7 % (0.1 ) % $ 64,967   18.9 % $ 32,750 17.3 % $ 41,092   17.7 % (1.8 ) % (0.7 ) % (0.5 ) % (1.3 ) % (0.6 ) % (0.2 ) % 1.0 % 0.4 % (3,537 ) (1,293 ) (883 ) (2,435 ) (1,083 ) (479 ) 1,878 715 (1,122 ) (1,802 ) 1,649 (488 ) (3,958 ) (1,238 ) (823 ) 3,834 (917 ) Effective rates are dependent upon components of pretax earnings and the related tax effects. The effective rate was higher in 2021 due to higher levels of pretax income, which decreased the impact of tax-favored adjustments on a percentage basis. Our net earnings include equity in earnings of unconsolidated investees, Maui Jim and Prime. The investees do not have a policy or pattern of paying dividends. As a result, we record a deferred tax liability on the earnings at the corporate capital gains rate of 21 percent in anticipation of recovering our investments through means other than through the receipt of dividends, such as a sale. We received a $4.7 million dividend from Prime in 2020 and recognized a $0.5 million tax benefit from applying the lower tax rate applicable to affiliated dividends paid to insurance companies (10.8 percent in 2020), as compared to the corporate capital gains rate on which the deferred tax liabilities were based. In 2019, we received a $13.2 million dividend from Maui Jim and recognized a $1.8 million tax benefit from applying the lower tax rate applicable to affiliated dividends paid to non-insurance companies (7.4 percent in 2019), as compared to the corporate capital gains rate on which the deferred tax liabilities were based. Standing alone, the dividends resulted in a 0.2 percent and 81 0.8 percent reduction to the 2020 and 2019 effective tax rates, respectively. No dividends were declared from unconsolidated investees in 2021, therefore having no impact to the 2021 effective tax rate. Dividends paid to our Employee Stock Ownership Plan (ESOP) also result in a tax deduction. Dividends paid to the ESOP in 2021, 2020 and 2019 resulted in tax benefits of $1.6 million, $1.1 million and $1.1 million, respectively. These tax benefits reduced the effective tax rate for 2021, 2020 and 2019 by 0.5 percent, 0.6 percent and 0.5 percent and, respectively. We have recorded our deferred tax assets and liabilities using the statutory federal tax rate of 21 percent. We believe it is more likely than not that all deferred tax assets will be recovered, given the carry back availability as well as the results of future operations, which will generate sufficient taxable income to realize the deferred tax asset. In addition, we believe when these deferred items reverse in future years, our taxable income will be taxed at an effective rate of 21 percent. Federal and state income taxes paid in 2021, 2020 and 2019 amounted to $38.6 million, $23.7 million and $25.6 million, respectively. Although we are not currently under audit by the IRS, tax years 2018 through 2021 remain open and are subject to examination. 8. EMPLOYEE BENEFITS EMPLOYEE STOCK OWNERSHIP, 401(K) AND INCENTIVE PLANS We maintain ESOP, 401(k) and incentive plans covering executives, managers and associates. Funding of these plans is primarily dependent upon reaching predetermined levels of operating return on equity, combined ratio and Market Value Potential (MVP). MVP is a compensation model that 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. While some management incentive plans may be affected somewhat by other performance factors, the larger influence of corporate performance ensures that the interests of our executives, managers and associates align with those of our shareholders. Our 401(k) plan allows voluntary contributions by employees and permits ESOP diversification transfers for employees meeting certain age and service requirements. We provide a basic 401(k) contribution of 3 percent of eligible compensation. Participants are 100 percent vested in both voluntary and basic contributions. Additionally, an annual discretionary profit-sharing contribution may be made to the ESOP and 401(k), subject to the achievement of certain overall financial goals and board approval. Profit-sharing contributions vest after three years of plan service. Our ESOP and 401(k) cover all employees meeting eligibility requirements. ESOP and 401(k) profit-sharing contributions are approved annually by our board of directors and are expensed in the year earned. ESOP and 401(k)-related expenses (basic and profit- sharing) were $18.0 million, $14.4 million and $15.7 million for 2021, 2020 and 2019, respectively. During 2021, the ESOP purchased 65,815 shares of RLI Corp. stock on the open market at an average price of $107.95 ($7.1 million) relating to the contribution for plan year 2020. Shares held by the ESOP as of December 31, 2021, totaled 2,495,777 and are treated as outstanding in computing our earnings per share. During 2020, the ESOP purchased 94,194 shares of RLI Corp. stock on the open market at an average price of $82.67 ($7.8 million) relating to the contribution for plan year 2019. During 2019, the ESOP purchased 60,768 shares of RLI Corp. stock on the open market at an average price of $69.99 ($4.3 million) relating to the contribution for plan year 2018. The above-mentioned ESOP purchases relate only to our annual contributions to the plan and do not include amounts or shares resulting from the reinvestment of dividends. Annual awards are provided to executives, managers and associates through our incentive plans, provided certain strategic and financial goals are met. Annual expenses for these incentive plans totaled $39.1 million, $26.6 million and $30.1 million for 2021, 2020 and 2019, respectively. DEFERRED COMPENSATION We maintain rabbi trusts for deferred compensation plans for directors, key employees and executive officers through which contributions can be invested in RLI Corp. stock or mutual funds. The employer stock in the plan cannot be diversified and is accounted for as equity, in a manner consistent with the accounting for treasury stock. At December 31, 2021, the trusts’ assets were valued at $51.4 million. STOCK PLANS Our RLI Corp. Long-Term Incentive Plan (2010 LTIP) was in place from 2010 to 2015. The 2010 LTIP provided for equity- based compensation, including stock options, up to a maximum of 4,000,000 shares of common stock (subject to adjustment for 82 changes in our capitalization and other events). Between 2010 and 2015, we granted 2,878,000 stock options under the 2010 LTIP. The 2010 LTIP was replaced in 2015. In 2015, our shareholders approved the 2015 RLI Corp. Long-Term Incentive Plan (2015 LTIP), which provides for equity-based compensation and replaced the 2010 LTIP. In conjunction with the adoption of the 2015 LTIP, effective May 7, 2015, options were no longer granted under the 2010 LTIP. Awards under the 2015 LTIP may be in the form of restricted stock, restricted stock units, stock options (non-qualified only), stock appreciation rights, performance units as well as other stock-based awards. Eligibility under the 2015 LTIP is limited to employees and directors of the Company or any affiliate. The granting of awards under the 2015 LTIP is solely at the discretion of the board of directors. The maximum number of shares of common stock available for distribution under the 2015 LTIP is 4,000,000 shares (subject to adjustment for changes in our capitalization and other events). Since the plan’s approval in 2015, we have granted 2,900,420 awards under the 2015 LTIP, including 277,051 in 2021. Compensation expense is based on the probable number of awards expected to vest. The total compensation expense related to equity awards was $6.4 million, $5.4 million and $6.0 million for 2021, 2020 and 2019, respectively. The total income tax benefit was $1.0 million for 2021 and $0.9 million for 2020 and 2019. Total unrecognized compensation expense relating to outstanding and unvested awards was $6.0 million, which will be recognized over the weighted average vesting period of 2.33 years. Stock Options Under the 2015 LTIP, as under the 2010 LTIP, we grant stock options for shares with an exercise price equal to the fair market value of the shares at the date of grant (subject to adjustments for changes in our capitalization, including special dividends and other events as set forth in such plans). Options generally vest and become exercisable ratably over a five-year period and expire eight years after grant. For most participants, the requisite service period and vesting period will be the same. For participants who are retirement eligible, defined by the plan as those individuals whose age and years of service equals 75, the requisite service period is deemed to be met and options are immediately expensed on the date of grant. For participants who will become retirement eligible during the vesting period, the requisite service period over which expense is recognized is the period between the grant date and the attainment of retirement eligibility. Shares issued upon option exercise are newly issued shares. The following table summarize option activity in 2021: Weighted Average Weighted Average Remaining Options Exercise Price Contractual Life Aggregate Intrinsic Value (in 000’s) Outstanding as of January 1, 2021 Granted Exercised Cancelled or forfeited Outstanding as of December 31, 2021 Exercisable at December 31, 2021 1,632,334 $ 260,271 (215,065 ) (8,215 ) 1,669,325 $ 784,768 $ 70.67 109.67 55.50 84.29 78.63 67.14 4.90 $ 3.66 $ 56,018 35,282 The intrinsic value, which is the difference between the fair value and the exercise price, of options exercised was $12.2 million, $15.5 million and $20.0 million during 2021, 2020 and 2019, respectively. The fair value of options were estimated using a Black-Scholes based option pricing model with the following weighted-average grant-date assumptions and weighted-average fair values as of December 31: Weighted-average fair value of grants Risk-free interest rates Dividend yield Expected volatility Expected option life $ 2021 2020 2019 $ 17.11 0.75 % 2.06 % 22.73 % 4.97 years $ 13.24 0.39 % 2.30 % 22.67 % 4.96 years 13.49 2.26 % 2.69 % 22.71 % 4.96 years The risk-free rate was determined based on U.S. treasury yields that most closely approximated the option’s expected life. The dividend yield was determined based on the average annualized quarterly dividends paid during the most recent five-year period and incorporated a consideration for special dividends paid in recent history. The expected volatility was calculated based on the median of the rolling volatilities for the expected life of the options. The expected option life was determined based on historical exercise 83 behavior and the assumption that all outstanding options will be exercised at the midpoint of the current date and remaining contractual term, adjusted for the demographics of the current year’s grant. Restricted Stock Units In addition to stock options, restricted stock units (RSUs) are granted with a value equal to the closing stock price of the Company’s stock on the dates the units are granted. For employees, these units generally have a three-year cliff vesting, but have an accelerated vesting feature for participants who are retirement eligible, defined by the plan as those individuals whose age and years of service equals 75. For directors, these units vest on the earlier of one year from the date of grant or the next annual shareholders meeting. In addition, the RSUs have dividend participation, which accrue as additional units and are settled with granted stock units at the end of the vesting period. The total fair value of restricted stock units that vested was $2.2 million, $1.5 million and $0.7 million during 2021, 2020 and 2019, respectively. Nonvested at January 1, 2021 Granted Reinvested Vested Forfeited Nonvested at December 31, 2021 Weighted Average Grant Date Fair Value 81.53 113.02 108.00 72.53 94.28 97.67 RSUs 47,658    $ 16,780    1,233    (19,725 )    (878 )    45,068    $ 9. STATUTORY INFORMATION AND DIVIDEND RESTRICTIONS The statutory financial statements of our three insurance companies are presented on the basis of accounting practices prescribed or permitted by the Illinois Department of Insurance (IDOI), which has adopted the NAIC’s statutory accounting principles (SAP). We do not use any permitted SAP that differ from NAIC prescribed SAP. In converting from SAP to GAAP, typical adjustments include deferral of policy acquisition costs, the inclusion of statutory non-admitted assets and the inclusion of net unrealized holding gains or losses in shareholders’ equity relating to fixed income securities. The NAIC has risk-based capital (RBC) requirements for insurance companies to calculate and report information under a risk- based formula, which measures statutory capital and surplus needs based upon a regulatory definition of risk relative to the company’s balance sheet and mix of products. As of December 31, 2021, each of our insurance subsidiaries had an RBC amount in excess of the authorized control level RBC, as defined by the NAIC. RLI Insurance Company (RLI Ins.), our principal insurance company subsidiary, had an authorized control level RBC of $225.1 million, $203.9 million and $191.0 million as of December 31, 2021, 2020 and 2019, respectively, compared to actual statutory capital and surplus of $1.2 billion, $1.1 billion and $1.0 billion, respectively, for these same periods. Year-end statutory surplus for 2021 presented in the table below includes $271.2 million of RLI Corp. stock (cost basis of $64.6 million) held by Mt. Hawley Insurance Company, compared to $238.0 million and $190.9 million in 2020 and 2019, respectively. The Securities Valuation Office provides specific guidance for valuing this investment, which is eliminated in our GAAP consolidated financial statements. The following table includes selected information for our insurance subsidiaries for the year ended and as of December 31: (in thousands) Consolidated net income, statutory basis Consolidated surplus, statutory basis 2021 207,550 $ 2019 $ 129,625 $ 1,240,649 $ 1,121,592 $ 1,029,671 2020 120,329 $ As discussed in note 1.A., our three insurance companies are subsidiaries of RLI Corp., with RLI Ins. as the first-level, or principal, insurance subsidiary. 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, 2021, 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 $87.9 million in liquid assets, which exceeds our normal annual holding company expenditures. Unrestricted funds at the holding company are available to fund debt interest, general corporate obligations and 84                                                                              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 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 2021, 2020 and 2019, our principal insurance subsidiary paid ordinary dividends totaling $70.0 million, $110.0 million and $59.0 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 2020 or 2019. As of December 31, 2021, $26.1 million of the net assets of our principal insurance subsidiary are 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. 10. COMMITMENTS AND CONTINGENT LIABILITIES COMMITMENTS As of December 31, 2021, we had $20.1 million of unfunded commitments related to our investments in private funds, low income housing tax credit investments and equity method investees. See note 2 for more information on our investments in private funds and low income housing tax credits. LITIGATION We are party to numerous claims, loss and litigation matters that arise in the normal course of our business. Many of such claims, loss or litigation matters involve claims under policies that we underwrite as an insurer. We believe that the resolution of these claims and losses is not reasonably likely to have a material adverse effect on our financial condition, results of operations or cash flows. From time to time, we are also involved in various other legal proceedings and litigation unrelated to our insurance business that arise in the ordinary course of business operations. Management believes that any liabilities that may arise as a result of these legal matters is not reasonably likely to have a material adverse effect on our financial condition, results of operations or cash flows. 11. LEASES Right-of-use (ROU) assets are included in the other assets line item and lease liabilities are included in the other liabilities line item of the consolidated balance sheet. We determine if a contract contains a lease at inception and recognize operating lease ROU assets and operating lease liabilities based on the present value of the future minimum lease payments at the commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. Lease agreements may include options to extend or terminate. The options are exercised at our discretion and are included in operating lease liabilities if it is reasonably certain the option will be exercised. Lease agreements have lease and non-lease components, which are accounted for as a single lease component. Operating lease cost for future minimum lease payments is recognized on a straight-line basis over the lease term. Variable lease cost is expensed in the period in which the obligation is incurred. Sublease income is recognized on a straight-line basis over the sublease term. 85 The components of lease expense and other lease information as of and during the years ended December 31, 2021, 2020 and 2019 are as follows: (in thousands) Operating lease cost Variable lease cost Sublease income Total lease cost 2021 2020 2019 $ $ 5,131 $ 1,433 (508 ) 6,056 $ 5,504 $ 1,346 (262 ) 6,588 $ 5,772 1,850 — 7,622 Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 5,738 $ 5,963 $ 5,711 ROU assets obtained in exchange for new operating lease liabilities $ 4,828 $ 81 $ 1,388 Reduction to ROU assets resulting from reduction to lease liabilities $ 1,042 $ 18 $ 1,279 Other non-cash reductions to ROU assets $ 48 $ 1,192 $ — (in thousands) Operating lease ROU assets Operating lease liabilities Weighted-average remaining lease term - operating leases Weighted-average discount rate - operating leases 2021 2020 $ $ 14,765 16,905 $ $ 16,200 19,072 4.52 years 2.02 % 3.87 years 2.32 % Future minimum lease payments under non-cancellable leases as of December 31, 2021 were as follows: (in thousands) 2022 2023 2024 2025 2026 Thereafter Total future minimum lease payments Less imputed interest Total operating lease liability 12. OPERATING SEGMENT INFORMATION $ $ $ 2021 5,353 4,826 2,844 1,481 884 2,283 17,671 (766 ) 16,905 The segments of our insurance operations include casualty, property and surety. The casualty portion of our business consists largely of commercial excess, personal umbrella, general liability, transportation and executive products coverages, as well as package business and other specialty coverages, such as professional liability and workers’ compensation for office-based professionals. We also assume a limited amount of hard-to-place risks through a quota share reinsurance agreement. The casualty business is subject to the risk of estimating losses and related loss reserves because the ultimate settlement of a casualty claim may take several years to fully develop. The casualty segment is also subject to inflation risk and may be affected by evolving legislation and court decisions that define the extent of coverage and the amount of compensation due for injuries or losses. Our property segment is comprised primarily of commercial fire, earthquake, difference in conditions and marine coverages. We also offer select personal lines policies, including homeowners’ coverages. Property insurance results are subject to the variability introduced by perils such as earthquakes, fires and hurricanes. Our major catastrophe exposure is to losses caused by earthquakes, primarily on the West Coast. Our second largest catastrophe exposure is to losses caused by wind storms to commercial properties throughout the Gulf and East Coast, as well as to homes we insure in Hawaii. We limit our net aggregate exposure to a catastrophic event by minimizing the total policy limits written in a particular region, purchasing reinsurance and maintaining policy terms and conditions throughout market cycles. We also use computer-assisted modeling techniques to provide estimates that help the Company carefully manage the concentration of risks exposed to catastrophic events. The surety segment specializes in writing small to large-sized commercial and contract surety coverages, including payment and performance bonds. We also offer miscellaneous bonds including license and permit, notary and court bonds. Often, our surety coverages involve a statutory requirement for bonds. While these bonds typically maintain a relatively low loss ratio, losses may 86 fluctuate due to adverse economic conditions affecting the financial viability of our insureds. The contract surety product guarantees the construction work of a commercial contractor for a specific project. Generally, losses occur due to the deterioration of a contractor’s financial condition. This line has historically produced marginally higher loss ratios than other surety lines during economic downturns. Net investment income consists of the interest and dividend income streams from our investments in fixed income and equity securities. Interest and general corporate expenses include the cost of debt, other director and shareholder relations costs and other compensation-related expenses incurred for the benefit of the corporation, but not attributable to the operations of our insurance segments. Investee earnings represent our share in Maui Jim and Prime earnings. We own 40 percent of Maui Jim, a privately-held company which operates in the sunglass and optical goods industries, and 23 percent of Prime Holdings Insurance Services, Inc., a privately-held insurance company which specializes in hard-to-place risks. Our investment in Maui Jim, which is carried at the holding company, is unrelated to our core insurance operations. The following table summarizes our segment data based on the internal structure and reporting of information as it is used by management. The net earnings of each segment are before taxes and include revenues (if applicable), direct product or segment costs (such as commissions and claims costs), as well as allocated costs from various support departments. Assets are not managed at the segment level and therefore are not allocated to segments. REVENUES (in thousands) Casualty Property Surety Net premiums earned Net investment income Net realized gains Net unrealized gains on equity securities Total INSURANCE EXPENSES (in thousands) Loss and settlement expenses: Casualty Property Surety Total loss and settlement expenses Policy acquisition costs: Casualty Property Surety Total policy acquisition costs Other insurance expenses: Casualty Property Surety Total other insurance expenses Total $ $ 2021 633,639 $ 231,837 115,427 980,903 $ 68,862 64,222 65,258 $ 1,179,245 $ 2020 569,521 $ 183,720 112,506 865,747 $ 67,893 17,885 32,101 2019 558,458 164,022 116,631 839,111 68,870 17,520 78,090 983,626 $ 1,003,591 2021 2020 2019 311,627 $ 129,924 15,051 456,602 $ 322,099 $ 111,356 9,429 442,884 $ 330,156 73,614 9,646 413,416 179,354 $ 72,008 66,106 317,468 $ 162,058 $ 59,926 64,454 286,438 $ 166,499 55,986 66,212 288,697 47,139 $ 18,605 11,163 76,907 $ 850,977 $ 40,937 $ 15,620 10,271 66,828 $ 796,150 $ 41,202 16,279 11,949 69,430 771,543 $ $ $ $ $ $ $ 87 NET EARNINGS (in thousands) Casualty Property Surety Net underwriting income Net investment income Net realized gains Net unrealized gains on equity securities Interest on debt General corporate expense Equity in earnings of unconsolidated investees Total earnings before incomes taxes Income tax expense Net earnings 2021 2020 2019 $ $ $ $ 95,519 $ 11,300 23,107 129,926 $ 68,862 64,222 65,258 (7,677 ) (13,330 ) 37,060 344,321 $ 64,967 279,354 $ 44,427 $ (3,182 ) 28,352 69,597 $ 67,893 17,885 32,101 (7,603 ) (10,265 ) 20,233 189,841 $ 32,750 157,091 $ 20,601 18,143 28,824 67,568 68,870 17,520 78,090 (7,588 ) (12,686 ) 20,960 232,734 41,092 191,642 The following table further summarizes revenues by major product type within each segment: NET PREMIUMS EARNED (in thousands) CASUALTY Commercial excess and personal umbrella General liability Professional services Commercial transportation Small commercial Executive products Other casualty Total PROPERTY Commercial property Marine Specialty personal Other property Total SURETY Miscellaneous Commercial Contract Total Grand total Year ended December 31, 2020 2019 2021 219,437 $ 90,853 88,855 83,352 64,660 21,873 64,609 633,639 $ 178,214 $ 91,653 85,196 64,624 63,357 26,509 59,968 569,521 $ 140,483 98,880 81,329 83,213 55,701 27,088 71,764 558,458 107,941 $ 97,745 21,385 4,766 231,837 $ 79,406 $ 81,852 19,596 2,866 183,720 $ 68,310 74,887 19,316 1,509 164,022 43,982 $ 43,738 27,707 115,427 $ 980,903 $ 42,292 $ 42,872 27,342 112,506 $ 865,747 $ 44,721 43,553 28,357 116,631 839,111 $ $ $ $ $ $ $ 88 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the Board of Directors of RLI Corp. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of RLI Corp. and subsidiaries (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of earnings and comprehensive earnings, shareholders' equity, and cash flows, for the years then ended, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flow for each of years then ended, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. Basis for Opinions The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Controls Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 89 Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate. Unpaid losses and settlement expenses — Refer to Notes 1 and 6 to the financial statements Critical Audit Matter Description The liability for unpaid losses and settlement expenses represents estimates of amounts needed to pay reported and unreported claims and related expenses. The estimates are based on certain actuarial and other assumptions related to the ultimate cost to settle such claims. We identified the assessment of the Company’s estimate of unpaid losses and settlement expenses as a critical audit matter. Specialized actuarial skills and knowledge were required to assess the methodologies and assumptions used to estimate unpaid losses and settlement expenses. The assumptions used by the Company to estimate unpaid losses and settlement expenses included expected loss ratios, loss development patterns, qualitative factors, and the weighting of actuarial methodologies. These assumptions included a range of potential inputs and changes to these assumptions could affect the estimate of unpaid losses and settlement expenses recorded by the Company. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to unpaid losses and settlement expenses included the following, among others:  We tested the effectiveness of controls related to unpaid losses and settlement expenses, including those controls over the inputs, methods, and assumptions used in the Company's estimation processes.  We tested the underlying data, including historical claims, that served as the basis for the actuarial analyses, to test that the inputs to the actuarial estimates were accurate and complete.  With the assistance of our actuarial specialists, we evaluated the methods and assumptions used by the Company to estimate the unpaid losses and settlement expenses by: o Developing a range of independent estimates of unpaid losses and settlement expenses for certain lines of business and comparing our estimates to the recorded reserves. o We compared our prior year estimates of expected incurred losses to actual experience during the current year to identify potential management bias in the determination of the unpaid losses and settlement expenses. /s/ Deloitte & Touche LLP Chicago, Illinois February 18, 2022 We have served as the Company's auditor since 2020. 90 Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Directors of RLI Corp.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated statements of earnings and comprehensive earnings, shareholders’ equity, and cash flows of RLI Corp. and subsidiaries (the Company) for the year ended December 31, 2019, and the related notes and financial statement schedules I to VI (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of operations of the Company and its cash flows for the year ended December 31, 2019, in conformity with U.S. generally accepted accounting principles. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ KPMG LLP We served as the Company’s auditor from 1983 to 2020. Chicago, Illinois February 21, 2020 91 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Deloitte & Touche LLP (Deloitte) was engaged as the new independent registered public accounting firm of RLI Corp. (the Company) to perform independent audit services for the Company for the fiscal years ending December 31, 2021 and December 31, 2020. Deloitte’s engagement was approved by the Audit Committee of the Company’s Board of Directors. The appointment of Deloitte was the result of a competitive request for proposal process undertaken by the Audit Committee. KPMG’s audit reports on the Company’s consolidated financial statements for the fiscal year ended December 31, 2019 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2019, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of KPMG would have caused KPMG to make reference thereto in its reports on the consolidated financial statements of the Company for such years, and (ii) no reportable events (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). During the fiscal years ended December 31, 2019, neither the Company, nor any party on behalf of the Company, consulted with Deloitte with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by Deloitte that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K). Item 9A. Controls and Procedures Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a- 15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2021. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control — Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2021. Our internal control over financial reporting as of December 31, 2021 has been audited by Deloitte & Touche LLP (PCAOB ID No. 34), an independent registered public accounting firm, as stated in their report on page 89 of this report. There was no change in our internal control over financial reporting during our fourth fiscal quarter ended December 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information – None. PART III Items 10 to 14. Items 10 through 14 (inclusive) of this Part III are not included herein because the Company will file a definitive Proxy Statement with the SEC that will include the information required by such Items, and such information is incorporated herein by reference. 92 Item 15. Exhibits and Financial Statement Schedules (a) (l-2) See Item 8 for Consolidated Financial Statements included in this report. PART IV (3) Exhibits. See Exhibit Index on pages 104-105. (b) Exhibits. See Exhibit Index on pages 104-105. (c) Financial Statement Schedules. See Index to Financial Statement Schedules on page 94. 93 INDEX TO FINANCIAL STATEMENT SCHEDULES Data Submitted Herewith: Schedules: I. Summary of Investments - Other than Investments in Related Parties at December 31, 2021. II. Condensed Financial Information of Registrant, as of and for the three years ended December 31, 2021. III. Supplementary Insurance Information, as of and for the three years ended December 31, 2021. IV. Reinsurance for the three years ended December 31, 2021. V. Valuation and Qualifying Accounts for the three years ended December 31, 2021. VI. Supplementary Information Concerning Property-Casualty Insurance Operations for the three years ended December 31, 2021. Reference (Page) 95 96-98 99-100 101 102 103 Schedules other than those listed are omitted for the reason that they are not required, are not applicable or that equivalent information has been included in the financial statements, and notes thereto, or elsewhere herein. 94 RLI CORP. AND SUBSIDIARIES SCHEDULE I—SUMMARY OF INVESTMENTS—OTHER THAN INVESTMENTS IN RELATED PARTIES December 31, 2021 Column A (in thousands) Type of Investment Fixed maturities: Bonds: Available-for-sale: U.S. government U.S. agency Non-U.S. government & agency Agency MBS ABS/CMBS/MBS* Corporate Municipal Total available-for-sale Total fixed maturities Equity securities: Common stock: Ind Misc and all other ETFs (Ind/misc) Total equity securities Cash and short-term investments Other invested assets Total investments and cash Column B Column C Cost (1) Fair Value Column D Amount at which shown in the balance sheet $ $ $ $ $ $ 127,752 $ 30,403 8,297 362,861 264,273 925,394 627,287 2,346,267 $ 2,346,267 $ 134,554 $ 32,760 8,481 367,187 264,054 957,095 645,756 2,409,887 $ 2,409,887 $ 134,554 32,760 8,481 367,187 264,054 957,095 645,756 2,409,887 2,409,887 103,261 $ 221,240 324,501 $ 88,804 44,435 2,804,007 $ 190,735 $ 423,041 613,776 $ 88,804 50,501 3,162,968 $ 190,735 423,041 613,776 88,804 50,501 3,162,968 * Non-agency asset-backed, commercial mortgage-backed and mortgage-backed securities Note: See notes 1E and 2 of Notes to Consolidated Financial Statements. See also the accompanying reports of independent registered public accounting firms starting on page 89 of this report. (1) Original cost of equity securities and, as to fixed maturities, original cost reduced by repayments and adjusted for amortization of premiums or accrual of discounts. 95 RLI CORP. AND SUBSIDIARIES SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY) CONDENSED BALANCE SHEETS December 31, (in thousands, except share data) ASSETS Cash Accounts receivable, affiliates Investments in subsidiaries Investments in unconsolidated investee Fixed income: Available-for-sale, at fair value (amortized cost of $84,823 and allowance for credit losses of $0 in 2021) (amortized cost of $60,657 and allowance for credit losses of $0 in 2020) Property and equipment, at cost, net of accumulated depreciation of $1,697 in 2021 and $1,629 in 2020 Income taxes receivable - current Other assets TOTAL ASSETS LIABILITIES AND SHAREHOLDERS’ EQUITY LIABILITIES Accounts payable, affiliates Income taxes - deferred Bonds payable, long-term debt Interest payable, long-term debt Other liabilities TOTAL LIABILITIES SHAREHOLDERS' EQUITY Common stock ($0.01 par value) (Shares authorized - 200,000,000) (68,219,551 shares issued and 45,289,337 shares outstanding in 2021) (68,072,794 shares issued and 45,142,580 shares outstanding in 2020) Paid-in capital Accumulated other comprehensive earnings Retained earnings Deferred compensation Treasury stock, at cost (22,930,214 shares in 2021 and 2020) TOTAL SHAREHOLDERS’ EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 2021 2020 $ 1,433 $ 848 1,197,997 113,052 381 — 1,148,342 90,893 86,483 64,211 1,711 211 2,907 1,404,642 $ 1,779 1,500 895 1,308,001 — $ 21,067 149,676 2,153 2,385 175,281 $ 2,556 16,988 149,489 2,153 837 172,023 682 $ 343,742 49,826 1,228,110 9,642 (402,641 ) 1,229,361 $ 1,404,642 $ 681 335,365 108,714 1,084,217 8,292 (401,291 ) 1,135,978 1,308,001 $ $ $ $ $ $ See Notes to Consolidated Financial Statements. See also the accompanying reports of independent registered public accounting firms starting on page 89 of this report. 96 RLI CORP. AND SUBSIDIARIES SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)—(continued) CONDENSED STATEMENTS OF EARNINGS AND COMPREHENSIVE EARNINGS Years ended December 31, (in thousands) Net investment income Net realized gains (losses) Equity in earnings of unconsolidated investee Selling, general and administrative expenses Interest expense on debt Earnings (loss) before income taxes Income tax benefit Net earnings (loss) before equity in net earnings of subsidiaries Equity in net earnings of subsidiaries Net earnings Other comprehensive earnings (loss), net of tax Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during the period Less: reclassification adjustment for (gains) losses included in net earnings Other comprehensive earnings (loss) - parent only Equity in other comprehensive earnings (loss) of subsidiaries/investees Other comprehensive earnings (loss) Comprehensive earnings $ $ $ 2021 2020 2019 $ $ $ $ 2,102 $ (625 ) 22,786 (13,330 ) (7,616 ) 3,317 $ (1,585 ) 4,902 $ 274,452 279,354 $ 1,412 $ 501 10,368 (10,265 ) (7,603 ) (5,587 ) $ (2,885 ) (2,702 ) $ 159,793 157,091 $ 1,656 463 13,592 (12,686 ) (7,588 ) (4,563 ) (4,989 ) 426 191,216 191,642 $ (1,996 ) $ 994 $ 1,727 500 (1,496 ) $ (57,392 ) (58,888 ) $ 220,466 $ (390 ) 604 $ 55,615 56,219 $ 213,310 $ (365 ) 1,362 65,683 67,045 258,687 See Notes to Consolidated Financial Statements. See also the accompanying reports of independent registered public accounting firms starting on page 89 of this report. 97 RLI CORP. AND SUBSIDIARIES SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT (PARENT COMPANY)—(continued) CONDENSED STATEMENTS OF CASH FLOWS Years ended December 31, (in thousands) Cash flows from operating activities Earnings (loss) before equity in net earnings of subsidiaries Adjustments to reconcile net losses to net cash provided by (used in) operating activities: 2021 2020 2019 $ 4,902 $ (2,702 ) $ 426 Net realized (gains) losses Depreciation Other items, net Change in: Affiliate balances receivable/payable Federal income taxes Changes in investment in unconsolidated investee: Undistributed earnings Dividends received Net cash provided by (used in) operating activities Cash flows from investing activities Purchase of: Fixed income, available-for-sale Other Sale of: Fixed income, available-for-sale Other Call or maturity of: Fixed income, available-for-sale Cash dividends received-subsidiaries Net cash provided by investing activities Cash flows from financing activities Proceeds from stock option exercises Cash dividends paid Other Net cash used in financing activities Net increase (decrease) in cash Cash at beginning of year Cash at end of year 625 68 3,966 (3,404 ) 5,901 (501 ) 67 2,270 1,246 1,399 (463 ) 68 2,487 1,180 (1,673 ) (22,786 ) — (10,728 ) $ (10,368 ) — (8,589 ) $ (13,592 ) 13,200 1,633 (33,373 ) $ (2,904 ) (24,950 ) $ (346 ) 5,306 1,245 3,767 — 2,878 180,000 153,152 $ 3,492 110,000 91,963 $ 1,838 $ (147,422 ) 4,212 (141,372 ) $ 8,648 $ (95,793 ) 3,802 (83,343 ) $ 1,052 $ 381 1,433 $ 31 $ 350 381 $ (2,507 ) — 14,273 — 29,501 34,003 75,270 9,490 (93,315 ) 4,058 (79,767 ) (2,864 ) 3,214 350 $ $ $ $ $ $ $ Interest paid on outstanding debt amounted to $7.3 million for 2021, 2020 and 2019, respectively. See Notes to Consolidated Financial Statements. See also the accompanying reports of independent registered public accounting firms starting on page 89 of this report. 98 RLI CORP. AND SUBSIDIARIES SCHEDULE III—SUPPLEMENTARY INSURANCE INFORMATION As of and for the years ended December 31, 2021, 2020 and 2019 (in thousands) Year ended December 31, 2021 Casualty segment Property segment Surety segment RLI Insurance Group Year ended December 31, 2020 Casualty segment Property segment Surety segment RLI Insurance Group Year ended December 31, 2019 Casualty segment Property segment Surety segment RLI Insurance Group Deferred policy Unpaid losses Unearned acquisition and settlement premiums, premiums expenses, gross earned gross costs Net Incurred losses and settlement expenses current year $ $ $ $ $ $ 55,760 $ 1,760,469 $ 438,248 $ 633,639 $ 196,369 168,209 231,837 25,764 73,987 115,427 22,029 103,553 $ 2,043,555 $ 680,444 $ 980,903 $ 86,717 420,259 140,905 20,901 582,065 48,255 $ 1,567,544 $ 385,736 $ 569,521 $ 150,008 131,274 183,720 19,655 20,515 69,376 112,506 88,425 $ 1,750,049 $ 586,386 $ 865,747 $ 32,497 397,174 124,375 22,388 543,937 47,805 $ 1,435,619 $ 354,118 $ 558,458 $ 100,000 116,624 164,022 17,057 20,182 69,471 116,631 85,044 $ 1,574,352 $ 540,213 $ 839,111 $ 38,733 392,653 78,075 17,972 488,700 NOTE 1: Investment income is not allocated to the segments, therefore, net investment income has not been provided. See the accompanying reports of independent registered public accounting firms starting on page 89 of this report. 99 RLI CORP. AND SUBSIDIARIES SCHEDULE III—SUPPLEMENTARY INSURANCE INFORMATION (continued) As of and for the years ended December 31, 2021, 2020 and 2019 (in thousands) Year ended December 31, 2021 Casualty segment Property segment Surety segment RLI Insurance Group Year ended December 31, 2020 Casualty segment Property segment Surety segment RLI Insurance Group Year ended December 31, 2019 Casualty segment Property segment Surety segment RLI Insurance Group Incurred losses and settlement expenses prior year Policy acquisition costs Other operating expenses Net premiums written (108,632 ) $ (10,981 ) (5,850 ) (125,463 ) $ 179,354 $ 72,008 66,106 317,468 $ 674,709 47,139 $ 262,816 18,605 11,163 120,008 76,907 $ 1,057,533 (75,075 ) $ (13,019 ) (12,959 ) (101,053 ) $ 162,058 $ 59,926 64,454 286,438 $ 40,937 $ 15,620 10,271 66,828 $ 583,244 196,603 112,241 892,088 (62,497 ) $ (4,461 ) (8,326 ) (75,284 ) $ 166,499 $ 55,986 66,212 288,697 $ 41,202 $ 16,279 11,949 69,430 $ 564,979 181,974 113,384 860,337 $ $ $ $ $ $ See the accompanying reports of independent registered public accounting firms starting on page 89 of this report. 100 RLI CORP. AND SUBSIDIARIES SCHEDULE IV—REINSURANCE Years ended December 31, 2021, 2020 and 2019 (in thousands) 2021 Casualty segment Property segment Surety segment RLI Insurance Group premiums earned 2020 Casualty segment Property segment Surety segment RLI Insurance Group premiums earned 2019 Casualty segment Property segment Surety segment RLI Insurance Group premiums earned Direct amount Ceded to other companies Assumed from other companies Net amount Percentage of amount assumed to net $ 788,741 $ 185,433 $ 79,094 310,630 122,975 7,866 $ 1,222,346 $ 272,393 $ 30,331 $ 633,639 301 231,837 318 115,427 30,950 $ 980,903 $ 690,718 $ 148,271 $ 70,398 253,781 118,109 5,843 $ 1,062,608 $ 224,512 $ 27,074 $ 569,521 337 183,720 240 112,506 27,651 $ 865,747 $ 641,159 $ 122,452 $ 53,810 217,657 122,305 5,921 $ 981,121 $ 182,183 $ 39,751 $ 558,458 175 164,022 247 116,631 40,173 $ 839,111 4.8 % 0.1 % 0.3 % 3.2 % 4.8 % 0.2 % 0.2 % 3.2 % 7.1 % 0.1 % 0.2 % 4.8 % See the accompanying reports of independent registered public accounting firms starting on page 89 of this report. 101 RLI CORP. AND SUBSIDIARIES SCHEDULE V—VALUATION AND QUALIFYING ACCOUNTS Years ended December 31, 2021, 2020 and 2019 (in thousands) 2021 Allowance for uncollectible reinsurance Balance at beginning of period Amounts charged to expense Amounts recovered (written off) Balance at end of period $ 24,539 $ 2,863 $ (159 ) $ 27,243 2020 Allowance for uncollectible reinsurance $ 25,066 $ (522 ) $ (5 ) $ 24,539 2019 Allowance for uncollectible reinsurance $ 25,911 $ (647 ) $ (198 ) $ 25,066 See the accompanying reports of independent registered public accounting firms starting on page 89 of this report. 102 RLI CORP. AND SUBSIDIARIES SCHEDULE VI—SUPPLEMENTARY INFORMATION CONCERNING PROPERTY-CASUALTY INSURANCE OPERATIONS Years ended December 31, 2021, 2020 and 2019 (in thousands) Affiliation with Registrant (1) 2021 2020 2019 Deferred policy Claims and acquisition Unearned Net claim adjustment premiums, premiums expense reserves earned gross Net investment income costs 103,553 $ 88,425 $ 85,044 $ $ $ $ 2,043,555 $ 680,444 $ 980,903 $ 1,750,049 $ 586,386 $ 865,747 $ 1,574,352 $ 540,213 $ 839,111 $ 68,862 67,893 68,870 Claims and claim adjustment expenses incurred related to: Amortization Paid claims and Current claim adjustment premiums Net year Prior year of deferred acquisition costs expenses written 2021 2020 2019 $ 582,065 $ (125,463 ) $ $ 543,937 $ (101,053 ) $ (75,284 ) $ $ 488,700 $ 317,468 $ 286,438 $ 288,697 $ 327,453 $ 1,057,533 325,054 $ 892,088 319,930 $ 860,337 (1) Consolidated property-casualty insurance operations. See the accompanying reports of independent registered public accounting firms starting on page 89 of this report. 103 Exhibit No. Description of Document Reference (page) EXHIBIT INDEX 3.1 Amended and Restated Certificate of Incorporation 3.2 By-Laws 4.1 Senior Indenture 4.2 Supplemental Indenture Incorporated by reference to the Company’s Form 8-K filed May 8, 2020. Incorporated by reference to the Company’s Form 8-K filed May 8, 2018. Incorporated by reference to the Company’s Form 8-K filed October 2, 2013. Incorporated by reference to the Company’s Form 8-K filed May 8, 2018. 4.3 Description of Securities Attached as Exhibit 4.3. 10.1 RLI Corp. Nonqualified Agreement* Incorporated by reference to the Company’s Form 10-K filed on February 21, 2020. 10.2 10.3 RLI Corp. Nonemployee Directors’ Deferred Compensation Plan, as amended* Incorporated by reference to the Company’s Form 10-K filed on February 21, 2020. RLI Corp. Executive Deferred Compensation Plan, as amended* Attached as Exhibit 10.3. 10.4 Key Employee Excess Benefit Plan, as amended* 10.5 RLI Corp. 2010 Long-Term Incentive Plan* Incorporated by reference to the Company’s Form 10-K filed February 25, 2009. Incorporated by reference to the Company’s Form 8-K filed on May 6, 2010. 10.6 10.7 10.8 RLI Corp. Annual Incentive Compensation Plan, as amended* Incorporated by reference to the Company’s Form 10-Q filed July 24, 2020. Market Value Potential (MVP), Executive Incentive Program Guideline* Attached as Exhibit 10.7. RLI Corp. 2015 Long-Term Incentive Plan, as amended* Incorporated by reference to the Company’s Form 10-Q filed on July 24, 2020. 10.9 Management Incentive Program Guideline* Attached as Exhibit 10.9. 10.10 RLI Underwriting Profit Program Guideline* Attached as Exhibit 10.10. 10.11 Advances, Collateral Pledge, and Security Agreement (Federal Home Loan Bank of Chicago) Incorporated by reference to the Company’s Form 8-K filed September 26, 2014. 10.12 Credit Agreement (Bank of Montreal, Chicago Branch.) Incorporated by reference to the Company’s Form 8-K filed March 31, 2020. 10.13 10.14 RLI Corp. Director and Officer Indemnification Agreement Incorporated by reference to the Company’s Form 10-Q filed October 24, 2018. Shareholders Agreement by and among RLI Corp., Walter F. Hester III, and the Walter F. Hester III Revocable Trust Incorporated by reference to the Company’s Form 8-K filed on August 21, 2018. 11.0 Statement re: computation of per share earnings Refer to Note 1.O., “Earnings per share,” on page 61. * Management contract or compensatory plan. 104 Exhibit No. Description of Document Reference Page EXHIBIT INDEX 21.1 Subsidiaries of the Registrant 23.1 Consent of Deloitte & Touche LLP 23.2 Consent of KPMG LLP Attached as Exhibit 21.1. Attached as Exhibit 23.1. Attached as Exhibit 23.2. 31.1 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Attached as Exhibit 31.1. 31.2 Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Attached as Exhibit 31.2. 32.1 32.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Attached as Exhibit 32.1. Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Attached as Exhibit 32.2. 101 iXBRL-Related Documents 104 Cover Page Interactive Data File Attached as Exhibit 101. Embedded in Inline XBRL and contained in Exhibit 101. 105 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES RLI Corp. (Registrant) By: /s/ Todd W. Bryant Todd W. Bryant Vice President, Chief Financial Officer Date: February 18, 2022 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Craig W. Kliethermes By: /s/ Todd W. Bryant Craig W. Kliethermes, President & CEO (Principal Executive Officer) Todd W. Bryant, Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Date: February 18, 2022 Date: February 18, 2022 By: /s/ Kaj Ahlmann Kaj Ahlmann, Director By: /s/ Jordan W. Graham Jordan W. Graham, Director Date: February 18, 2022 Date: February 18, 2022 By: /s/ Michael E. Angelina Michael E. Angelina, Director By: /s/ Craig W. Kliethermes Craig W. Kliethermes, Director Date: February 18, 2022 Date: February 18, 2022 By: /s/ John T. Baily John T. Baily, Director By: /s/ Jonathan E. Michael Jonathan E. Michael, Director Date: February 18, 2022 Date: February 18, 2022 By: /s/ Calvin G. Butler, Jr. Calvin G. Butler, Jr., Director By: /s/ Robert P. Restrepo, Jr. Robert P. Restrepo, Jr., Director Date: February 18, 2022 Date: February 18, 2022 By: /s/ David B. Duclos David B. Duclos, Director By: /s/ Debbie S. Roberts Debbie S. Roberts, Director Date: February 18, 2022 Date: February 18, 2022 By: /s/ Susan S. Fleming Susan S. Fleming, Director By: /s/ Michael J. Stone Michael J. Stone, Director Date: February 18, 2022 Date: February 18, 2022 106 Subsidiaries of the Registrant The following companies are subsidiaries of the Registrant as of December 31, 2021. Exhibit 21.1 Name RLI Insurance Company Mt. Hawley Insurance Company RLI Underwriting Services, Inc. Safe Fleet Insurance Services, Inc. Data & Staff Service Co. Contractors Bonding and Insurance Company Jurisdiction of Percentage Ownership Incorporation Illinois 100% Illinois 100% Illinois 100% California 100% Washington 100% Illinois 100% CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement (No. 333-166614 and 333-203957) on Form S-8 of our report dated February 18, 2022, relating to the financial statements of RLI Corp and the effectiveness of the RLI Corp’s internal control over financial reporting, appearing in this Annual Report on Form 10-K for the year ended December 31, 2021. Exhibit 23.1 /s/ Deloitte & Touche LLP Chicago, Illinois February 18, 2022     Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the registration statements (Nos. 333-166614 and 333-203957) on Form S-8 of our report dated February 21, 2020, with respect to the consolidated financial statements and financial statement schedules I to VI of RLI Corp. Exhibit 23.2 /s/ KPMG LLP Chicago, Illinois February 18, 2022 Exhibit 31.1 Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 CERTIFICATION I, Craig W. Kliethermes, certify that: I have reviewed this annual report on Form 10-K of RLI Corp. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 18, 2022 /s/ Craig W. Kliethermes Craig W. Kliethermes President & CEO Exhibit 31.2 Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 CERTIFICATION I, Todd W. Bryant, certify that: I have reviewed this annual report on Form 10-K of RLI Corp. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: February 18, 2022 /s/ Todd W. Bryant Todd. W Bryant Vice President, Chief Financial Officer CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.1 In connection with the Annual Report of RLI Corp. (the “Company”) on Form 10-K for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Craig W. Kliethermes, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Craig W. Kliethermes Craig W. Kliethermes President & CEO February 18, 2022 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 Exhibit 32.2 In connection with the Annual Report of RLI Corp. (the “Company”) on Form 10-K for the period ending December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Todd W. Bryant, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Todd W. Bryant Todd W. Bryant Vice President, Chief Financial Officer February 18, 2022 

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