RLI CORP
10-Q, 2000-08-10
FIRE, MARINE & CASUALTY INSURANCE
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<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

                                   (Mark One)

/X/      Quarterly Report Under Section 13 or 15(d) of the Securities Exchange
         Act of 1934

         For the period ended                June 30, 2000
                              --------------------------------------------

                                       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:        0-6612
                                ------------------------------------------

                                    RLI Corp.
        -----------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                ILLINOIS                              37-0889946
        -----------------------------------------------------------------
        (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)            Identification Number)

         9025 North Lindbergh Drive, Peoria, IL              61615
        -----------------------------------------------------------------
        (Address of principal executive offices)           (Zip Code)

                                 (309) 692-1000
        -----------------------------------------------------------------
              (Registrant's telephone number, including area code)

  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  /X/       No / /

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

  As of August 7, 2000 the number of shares outstanding of the registrant's
Common Stock was 9,803,962.


                                   Page 1 of 15

<PAGE>

                                     PART I

ITEM 1. FINANCIAL STATEMENTS

                        RLI Corp. & Subsidiaries

Condensed Consolidated Statement of Earnings and Comprehensive Earnings
<TABLE>
<CAPTION>

                                           For the Three-Month Period
                                                 Ended June 30,
(Unaudited)                                     2000           1999
                                          -------------    -----------
<S>                                       <C>              <C>
Net premiums earned                         $57,643,399    $47,671,954
Net investment income                         7,084,914      6,193,957
Net realized investment gains                    33,840      2,234,634
                                          -------------    -----------
                                             64,762,153     56,100,545
                                          -------------    -----------
Losses and settlement expenses               31,793,116     22,026,589
Policy acquisition costs                     18,644,625     16,311,484
Insurance operating expenses                  4,580,752      4,493,527
Interest expense on debt                      1,295,462        939,460
General corporate expenses                      570,611        807,520
                                          -------------    -----------
                                             56,884,566     44,578,580
                                          -------------    -----------
Equity in earnings of uncons. investee        1,405,051        763,327
                                          -------------    -----------
Earnings before income taxes                  9,282,638     12,285,292
Income tax expense                            2,320,661      3,264,500
                                          -------------    -----------
Net earnings                                $ 6,961,977    $ 9,020,792
                                          =============    ===========
Other compre. earnings, net of tax              968,252     12,571,127
                                          -------------    -----------
Comprehensive earnings                      $ 7,930,229    $21,591,919
                                          =============    ===========
 Earnings per share:
  Basic:
  Net earnings per share from operations          $0.71          $0.75
  Realized gains, net of tax                      $0.00          $0.14
                                          -------------    -----------
  Basic net earnings per share                    $0.71          $0.89
                                          =============    ===========
  Basic compre. earnings per share                $0.81          $2.12
                                          =============    ===========
  Diluted:
  Net earnings per share from operations          $0.70          $0.74
  Realized gains, net of tax                      $0.00          $0.14
                                           ------------    -----------
  Diluted net earnings per share                  $0.70          $0.88
                                           ============    ===========
  Diluted compre. earnings per share              $0.80          $2.10
                                           ============    ===========
Weighted average number of common shares
 outstanding
  Basic                                       9,802,074     10,173,411
  Diluted                                     9,909,259     10,267,103
Cash dividends declared per common share          $0.15          $0.14
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        2
<PAGE>

                        RLI Corp. & Subsidiaries
Condensed Consolidated Statement of Earnings and Comprehensive Earnings
<TABLE>
<CAPTION>
                                            For the Six-Month Period
                                                 Ended June 30,
(Unaudited)                                     2000           1999
                                          -------------   ------------
<S>                                       <C>             <C>
Net premiums earned                        $110,829,818    $93,461,432
Net investment income                        14,021,746     12,428,180
Net realized investment gains (losses)          (86,665)     2,257,967
                                          -------------   ------------
                                            124,764,899    108,147,579
                                          -------------   ------------
Losses and settlement expenses               59,676,037     43,099,051
Policy acquisition costs                     35,894,538     33,634,091
Insurance operating expenses                  8,919,657      8,155,695
Interest expense on debt                      2,533,960      1,828,755
General corporate expenses                    1,429,088      1,702,894
                                          -------------   ------------
                                            108,453,280     88,420,486
                                          -------------   ------------
Equity in earnings of uncons. investee        1,966,684      1,217,380
                                          -------------   ------------
Earnings before income taxes                 18,278,303     20,944,473
Income tax expense                            4,776,477      5,345,900
                                          -------------   ------------
Net earnings                                $13,501,826    $15,598,573
                                          =============   ============
Other compre. earnings (loss), net of tax    (3,971,638)     7,611,886
                                          -------------   ------------
Comprehensive earnings                      $ 9,530,188    $23,210,459
                                          =============   ============
 Earnings per share:
  Basic:
  Net earnings per share from operations          $1.38          $1.38
  Realized gains (losses), net of tax            ($0.01)         $0.14
                                          -------------    -----------
  Basic net earnings per share                    $1.37          $1.52
                                          =============    ===========
  Basic compre. earnings per share                $0.97          $2.26
                                          =============    ===========
  Diluted:
  Net earnings per share from operations          $1.37          $1.36
  Realized gains (losses), net of tax            ($0.01)         $0.14
                                           ------------    -----------
  Diluted net earnings per share                  $1.36          $1.50
                                           ============    ===========
  Diluted compre. earnings per share              $0.96          $2.24
                                           ============    ===========
Weighted average number of common shares
 outstanding
  Basic                                       9,830,767     10,283,449
  Diluted                                     9,924,034     10,372,947
Cash dividends declared per common share          $0.29          $0.27
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                        3
<PAGE>

           RLI Corp. and Subsidiaries Condensed Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                               June 30, 2000 December 31, 1999
                                                (Unaudited)
                                              -------------- -----------------
<S>                                           <C>            <C>
ASSETS
Investments
Fixed maturities
     Held-to-maturity, at amortized cost      $  288,217,540  $  294,198,626
     Trading, at market value                      7,478,521       7,650,901
     Available-for-sale, at market value          67,960,409      40,662,978
  Equity securities, at fair value               280,354,898     284,639,044
  Short-term investments, at cost                 48,080,228      64,092,009
                                              --------------  --------------
  Total investments                              692,091,596     691,243,558
Accrued investment income                          7,058,471       6,999,134
Premiums and reinsurance balances receivable     102,879,980      65,476,876
Ceded unearned premium                            60,659,539      48,676,411
Reinsurance balances recoverable on unpaid
 losses                                          223,587,471     245,580,145
Federal income tax receivable                      2,660,804       2,061,958
Deferred policy acquisition costs                 41,470,603      34,357,631
Property and equipment                            15,012,438      15,440,784
Investment in unconsolidated investee             17,028,329      15,070,277
Goodwill                                          33,325,279      34,140,327
Other assets                                      11,331,678      11,315,728
                                              --------------  --------------
             TOTAL ASSETS                     $1,207,106,188  $1,170,362,828
                                              ==============  ==============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
   Unpaid losses and settlement expenses      $  511,406,800  $  520,494,454
   Unearned premiums                             200,933,363     167,044,325
   Reinsurance balances payable                   54,900,882      44,278,883
   Short-term debt, LOC and notes payable         78,118,818      78,396,568
   Income taxes-deferred                          39,639,985      41,662,396
   Other liabilities                              24,691,693      25,416,744
                                              --------------  --------------
             TOTAL LIABILITIES                   909,691,541     877,293,370
                                              --------------  --------------
Shareholders' Equity:
  Common stock  ($1 par value, authorized)
  (12,804,558 shares issued at 6/30/00)
  (12,804,558 shares issued at 12/31/99)          12,804,558      12,804,558
Paid-In Capital                                   70,275,800      70,531,201
Accumulated other comprehensive earnings          95,828,471      99,800,109
Retained Earnings                                199,909,378     189,250,195
Deferred compensation                              5,116,392       4,705,536
Less: Treasury shares at cost
        (3,002,484 shares at 6/30/00)
        (2,931,212 shares at 12/31/99)           (86,519,952)    (84,022,141)
                                              --------------  --------------
             TOTAL SHAREHOLDERS' EQUITY          297,414,647     293,069,458
                                              --------------  --------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY    $1,207,106,188  $1,170,362,828
                                              ==============  ==============
</TABLE>

The accompanying notes are an integral part of the financial statements.


                                        4
<PAGE>

                           RLI Corp. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                 For the Six-Month Period
                                                       Ended June 30,
                                                ---------------------------
                                                      2000           1999
                                                ------------  -------------
<S>                                             <C>           <C>
Net cash provided by operating activities        $16,982,355    $19,187,390
                                                ------------  -------------
Cash Flows from Investing Activities
  Investments purchased                          (57,162,897)   (12,244,042)
  Investments sold                                13,424,256      8,595,525
  Investments called or matured                   20,146,700      6,965,000
  Net decrease in short-term investments          12,807,127      1,371,685
  Net property and equipment purchased            (1,077,591)    (2,604,784)
  Investment in Underwriters Indemnity Holdings            0    (40,700,000)
                                                ------------  -------------
Net cash used in investing activities            (11,862,405)   (38,616,616)
                                                ------------  -------------

Cash Flows from Financing Activities
  Cash dividends paid                             (2,755,245)    (2,764,588)
  Proceeds from issuance of notes payable            476,500     31,351,178
  Payments on debt                                  (754,250)             0
  Change in contributed capital                          -          286,970
  Treasury shares purchased                       (2,086,955)   (11,945,333)
  Unearned ESOP shares purchased                         -        2,500,999
                                                ------------  -------------
Net cash provided by
  (used in) financing activities                  (5,119,950)    19,429,226
                                                ------------  -------------
Net increase in cash                                       0              0
                                                ------------  -------------
Cash at the beginning of the year                          0              0
                                                ------------  -------------
Cash at June 30                                  $         0   $          0
                                                ============  =============
</TABLE>


The accompanying notes are an integral part of the financial statements.


                                        5
<PAGE>

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The financial information
        is prepared in conformity with generally accepted accounting principles
        and such principles are applied on a basis consistent with those
        reflected in the 1999 annual report filed with the Securities and
        Exchange Commission. Management has prepared the financial information
        included herein without audit by independent certified public
        accountants that do not express an opinion thereon. The condensed
        consolidated balance sheet as of December 31, 1999 has been derived
        from, and does not include all the disclosures contained in the audited
        consolidated financial statements for the year ended December 31, 1999.

        The information furnished includes all adjustments and normal recurring
        accrual adjustments, which are, in the opinion of management, necessary
        for a fair statement of results for the interim periods. Results of
        operations for the six-month periods ended June 30, 2000 and 1999 are
        not necessarily indicative of the results of a full year.

        The accompanying financial data should be read in conjunction with the
        notes to the financial statements contained in the 1999 10-K Annual
        Report.

        EARNINGS PER SHARE: Basic earnings per share (EPS) excludes dilution and
        is computed by dividing income available to common stockholders 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 (common stock equivalents) were
        exercised or converted into common stock. When inclusion of common stock
        equivalents increases the earnings per share or reduces the loss per
        share, the effect on earnings is antidilutive. Under these
        circumstances, the diluted net earnings or net loss per share is
        computed excluding the common stock equivalents.

        Pursuant to disclosure requirements contained in Statement 128, the
        following represents a reconciliation of the numerator and denominator
        of the basic and diluted EPS computations contained in the financial
        statements.

<TABLE>
<CAPTION>
                                For the Six-Month Period Ended June 30, 2000
                                   Income          Shares        Per Share
                                (Numerator)     (Denominator)      Amount
------------------------------------------------------------------------------
<S>                           <C>               <C>              <C>
BASIC EPS
Income available to           $13,501,826       9,830,767           1.37
  common stockholders

EFFECT OF DILUTIVE SECURITIES
Incentive Stock Options                --          93,267
------------------------------------------------------------------------------

DILUTED EPS
Income available to common    $13,501,826       9,924,034           1.36
------------------------------------------------------------------------------
</TABLE>


                                        6
<PAGE>

<TABLE>
<CAPTION>
                                For the Six-Month Period Ended June 30, 1999
                                   Income          Shares        Per Share
                                (Numerator)     (Denominator)      Amount
------------------------------------------------------------------------------
<S>                           <C>              <C>               <C>
BASIC EPS
Income available to           $15,598,573      10,283,449           1.52
  common stockholders

EFFECT OF DILUTIVE SECURITIES
Incentive Stock Options                --          89,498
------------------------------------------------------------------------------

DILUTED EPS
Income available to common    $15,598,573      10,372,947           1.50
------------------------------------------------------------------------------
</TABLE>


OTHER ACCOUNTING STANDARDS: In June 1998, the FASB issued Statement No. 133,
"Accounting for Derivative Instruments and Hedging Activities" (Statement 133).
Statement 133 addresses the accounting for and disclosure of derivative
instruments, including certain derivative instruments embedded in other
contracts, and hedging activities. This Statement standardizes the accounting
for derivative instruments by requiring that an entity recognize those items as
assets or liabilities in the statement of financial position and measure them at
fair value. This Statement, as amended by FASB Statement No. 137, is effective
for all fiscal quarters of fiscal years beginning after June 15, 2000. The
Company is currently evaluating its investment portfolio under the guidelines
set forth in this recently issued Statement.

In October 1998, the AICPA issued Statement of Position (SOP) 98-7, "Deposit
Accounting: Accounting for Insurance and Reinsurance Contracts That Do Not
Transfer Insurance Risk." SOP 98-7 provides guidance on how to account for
insurance and reinsurance contracts that do not transfer insurance risk. The
method used for these contracts is referred to as deposit accounting. This SOP
specifies that at inception, a deposit asset or liability should be recognized
for insurance and reinsurance contracts accounted for under deposit accounting
and should be measured based on the consideration paid or received, less any
explicitly identified premiums or fees to be retained by the insurer effective
for financial statements for fiscal years beginning after June 15, 1999. The
Company does not have any insurance or reinsurance contracts that are required
to be accounted for under the deposit method as of June 30, 2000.


                                        7
<PAGE>

2.       INDUSTRY SEGMENT INFORMATION - Selected information by industry segment
         for the six months ended June 30, 2000 and 1999 is presented below.

<TABLE>
<CAPTION>

        SEGMENT DATA-- (in thousands)             EARNINGS           REVENUES
                                              2000       1999     2000      1999
                                              ----       ----     ----      ----
        <S>                                 <C>        <C>      <C>       <C>
        Property                             5,573      8,940   27,877    24,802
        Casualty                              (657)    (1,206)  67,354    56,265
        Surety                               1,423        839   15,599    12,394
        Net investment income               14,022     12,428   14,022    12,428
        Realized gains (losses)                (87)     2,258      (87)    2,258
        General corporate expense
          and interest on debt              (3,963)    (3,532)
        Equity in earnings of
          unconsolidated investee            1,967      1,217
                                            ------     ------

        Total segment earnings before
          income taxes                      18,278     20,944
                                            ------     ------

        Income taxes                         4,776      5,346
                                            ------     ------

        Total                               13,502     15,598  124,765   108,147
                                            ------     ------  -------   -------
</TABLE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995: This discussion and analysis may contain 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 which are not historical facts, and involve
risks and uncertainties that could cause actual results to differ materially
from those expected and projected. Various risk factors that could affect future
results are listed in the company's filings with the Securities Exchange
Commission, including the Form 10-K for the year ended December 31, 1999.

OVERVIEW

RLI Corp. (the Company) is a holding company that, through its subsidiaries,
underwrites selected property and casualty insurance products.

The most significant operation is RLI Insurance Group (the Group), which
provides specialty property and casualty coverages for primarily commercial
risks. The Group accounted for 89% of the Company's total revenue for the six
months ended June 30, 2000.


                                       8
<PAGE>

SIX MONTHS ENDED JUNE 30, 2000, COMPARED TO SIX MONTHS ENDED JUNE 30, 1999

Consolidated gross sales, which consist of gross premiums written, net
investment income and realized investment gains (losses) totaled $234.3 million
for the first six months of 2000 compared to $178.3 million for the same period
in 1999. Gross premium writings of the Insurance Group improved 34.7% over 1999
levels, fueled by growth in virtually every product line. Consolidated revenue
for the first six months of 2000 increased $16.6 million or 15.4% from the same
period in 1999. Net premiums earned alone increased 18.6%. Net investment income
improved 12.8% to $14.0 million. Realized investment gains (losses) declined to
a loss of $87,000, compared to net investment gains of $2.3 million reported in
1999. The strategic sale of certain equity securities, late in the second
quarter of 1999, accounted for this difference.

The net after-tax earnings for the first six months of 2000 totaled $13.5
million, $1.36 per diluted share, compared to $15.6 million, $1.50 per share,
for the same period in 1999. Net operating earnings, which consist of the
Company's net earnings reduced by after-tax realized investment gains, totaled
$13.6 million, $1.37 per share, compared to $14.1 million, $1.36 per share, for
the same period in 1999.

Comprehensive earnings, which include net earnings plus unrealized gains/losses
net of tax, totaled $9.5 million, $0.96 per share, compared to $23.2 million,
$2.24 per share, for the same period in 1999. Unrealized losses, net of tax, for
the first six months of 2000 were $4.0 million, $0.40 per share compared to net
unrealized gains of $7.6 million, $0.74 per share, for the same period in 1999.
Stock market rallies experienced in April and June of 1999 account for the
positive comprehensive earnings through the first six months of 1999.

RLI INSURANCE GROUP

Gross written premium for the Group increased to $220.4 million for the first
six months of 2000 compared to $163.6 million for the same period in 1999. All
segments have contributed to this improvement as growth initiatives and firming
prices in select product lines have combined to advance the Company's top line.
Profitability declined with $6.3 million in pretax underwriting profit compared
to $8.6 million last year, as the Company's GAAP combined ratio increased to
94.2 for the first six months of 2000 from 90.8 reported for the same period
last year.

The Group's property segment increased premium writings by 31.8% in the first
six months of 2000. The driving force behind this improvement was a 68.1%
increase in fire premiums. Difference-in-conditions premiums also increased by
4.9% along with increases in other product lines. The property segment generated
underwriting profits of $5.6 million for the first six months of the year
compared to $8.9 million last year. The GAAP combined ratio increased to 80.0
compared to 63.9 a year ago due to a shift in the mix of product volume away
from difference-in-conditions to fire, as well as the impact of certain fire
losses experienced during the first six months of 2000.


                                        9
<PAGE>

Casualty segment gross written premiums were $117.2 million for the first six
months of 2000, up $28.2 million, or 31.7% from the same period in 1999. The
driving forces behind this improvement were increases in the program business of
$8.1 million, the transportation product of $7.9 million, the general liability
product of $3.6 million, and the executive products group of $3.0 million. The
GAAP combined ratio fell slightly to 101.0 for the first six months compared to
102.1 last year, as the segment's expense ratio has shown improvement. Booked at
a combined ratio of 101.0, the management of the Company believes this segment
creates value for the Company as investments supporting reserves and the
resulting cash flows generate significant investment income.

Surety segment gross written premiums increased to $22.8 million for the first
six months of 2000, up $9.2 million, or 67.5%, from the same period in 1999.
This increase was the result of increases in both the Peoria and Houston
operations. Premiums increased by 79.2% in the Houston branch, while the Peoria
branch increased premiums by 63.7%. The GAAP combined ratio for the surety
segment fell to 90.8 in the first six months of 2000 from 93.3 a year ago, due
to an improvement in the segment's expense ratio. The surety book continues to
mature and provide profitable growth opportunities.

INVESTMENT INCOME

The Company's investment portfolio generated net dividends and interest income
of $14.0 million during the first six months of 2000, an increase of 12.8% over
that reported for the same period in 1999. Both a higher interest rate
environment and continued positive operating cash flow have resulted in the rise
in investment income. The Company experienced a net realized loss from
investments of $87,000 in the first six months of 2000, compared to a net
realized gain of $2.3 million for the same period in 1999, which was impacted by
the sale of certain equity securities. For the six months ended June 30, 2000,
the Company experienced a $6.1 million pre-tax unrealized loss on its investment
portfolio.

Virtually all the Company's fixed income portfolio consists of securities rated
A or better and 98% were rated AA or better. The year-to-date yields on the
Company's fixed income investments for the six month periods ended June 30, 2000
and 1999 are as follows:

<TABLE>
<CAPTION>
                                               2000                1999
                                               ----                ----
                  <S>                          <C>                 <C>
                  Taxable                      6.62%               6.59%
                  Non-taxable                  4.91%               4.77%
</TABLE>

For the first six months of 2000, yields on taxable and non-taxable securities
increased from the same period last year, reflecting an increasing interest rate
environment and the subsequent investment of new cash flow. Yields on
non-taxable securities reflect a greater increase than taxable securities due to
a greater proportion of new cash flow being directed to the non-taxable
portfolios.


                                       10
<PAGE>

The Company's available-for-sale portfolio of debt and equity securities had a
net unrealized loss before tax of $6.1 million for the first six months of 2000,
compared with an $11.7 million gain for the same period in 1999. The 2000
year-to-date loss reflects largely stock market fluctuations and, to a smaller
extent, the impact of an increasing interest rate environment. The Company's net
cumulative unrealized gain before tax was $147.1 million down from $153.2
million at December 31, 1999. Unrealized appreciation on securities, net of tax,
is reflected in accumulated other comprehensive earnings, a component of
shareholders' equity.

Interest expense on debt obligations increased to $2.5 million for the first six
months of 2000, a $700,000 increase from the same period in 1999. This change is
related to increased debt costs resulting from rising interest rates, as well as
a net increase of $7.1 million in the average outstanding debt balances over the
same period last year. The increase in average debt balances for the
year-to-date is, in part, attributable to the January 29, 1999, acquisition of
Underwriters' Indemnity Holdings, Inc., which was funded through $42.8 million
in reverse repurchase agreements from RLI Insurance Company. Also contributing
to the increase was a temporary pay-down on the line of credit in 1999 reflected
in last year's average debt balance. At June 30, 2000, outstanding short-term
balances totaled $78.1 million, compared to $74.6 million at June 30, 1999.

INCOME TAXES

The Company's effective tax rate for the first six months of 2000 and 1999 was
26%. Income tax expense attributable to income from operations differed from the
amounts computed by applying the U.S. federal tax rate of 35% to pretax income
for the first six months of 2000 and 1999 as a result of the following:

<TABLE>
<CAPTION>
                                            2000                  1999
                                       Amount      %         Amount      %
                                       ------     ---        ------     ---
<S>                                <C>           <C>      <C>           <C>
Provision for income taxes at
  the statutory rate of 35%        $ 6,397,406    35%     $ 7,330,566    35%
Increase (reduction) in taxes
  resulting from:
  Tax exempt interest income        (1,336,425)  ( 7%)     (1,264,015)  ( 6%)
  Dividends received deduction      (  776,418)  ( 4%)     (  751,655)  ( 3%)
  Dividends paid deduction          (  127,005)  ( 1%)     (  120,537)  ( 1%)
  Goodwill amortization                283,598     1%               -     -
  Other items, net                     335,321     2%         151,541     1%
                                   -----------   ----     -----------    ---
Total tax expense                  $ 4,776,477    26%     $ 5,345,900    26%
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

Historically, the primary sources of the Company's liquidity have been funds
generated from insurance premiums and investment income (operating activities)
and maturing investments (investing activities). In addition, the Company has
occasionally received proceeds from financing activities such as the sale of
common stock to the employee stock ownership plan, the sale of convertible
debentures, and short-term borrowings.


                                       11
<PAGE>

During the first six months of 2000, the Company repurchased 71,272 of its
outstanding shares at a cost of nearly $2.1 million. All repurchase activity for
the year, thus far, occurred in the first quarter and was funded through
operating cash flow.

At June 30, 2000 the Company had short-term investments, cash and other
investments maturing within one year, of approximately $81.9 million and
additional investments of $144.7 million maturing within five years. The Company
maintains one primary source of credit, a $30.0 million line of credit that
cannot be canceled during its annual term. As of June 30, 2000, the Company had
$19.6 million in outstanding short-term borrowings on this facility.
Additionally, the Company was party to five reverse repurchase transactions
totaling $58.5 million.

Management believes that cash generated by operations, cash generated by
investments and cash available from financing activities will provide sufficient
sources of liquidity to meet its anticipated needs over the next twelve to
twenty-four months.

OTHER MATTERS

The Company completed its year 2000 (Y2K) project in 1999 with subsequent
monitoring of mission critical systems during the calendar rollover. Since this
project's beginning in 1997, the Company has incurred approximately $1.5 million
of direct expense to complete changes and modifications to the business and
systems environment for Y2K compliance. Of this amount, approximately $420,000
was incurred in 1999 and $20,000 was incurred in the first quarter of 2000.
Throughout the initiative, actual Y2K expenses were within acceptable ranges of
those forecasted. To date, the Company has not experienced production issues
related to Y2K in any of the primary or supporting computer systems.

The Company has received a minimal number of Y2K-related claims and believes
that, ultimately, no indemnity payments will be made, only related adjustment
expenses.

THREE MONTHS ENDED JUNE 30, 2000, COMPARED TO THREE MONTHS
ENDED JUNE 30, 1999

Consolidated gross sales totaled $125.1 million for the second quarter of 2000
compared to $97.0 million for the same period in 1999. As detailed in the
discussion of RLI Insurance Group that follows, second quarter 2000 gross
premiums improved $29.4 million, or 33.1%, over second quarter 1999 levels.
Consolidated revenue for the second quarter of 2000 increased $8.7 million, or
15.4%, from the same period in 1999. Net premiums earned in the second quarter
of 2000 improved $10.0 million compared to 1999, and investment income advanced
$900,000 over second quarter 1999 levels. Realized investment gains declined
$2.2 million from second quarter 1999 levels due to the strategic sale of
certain equity positions during the second quarter of 1999.


                                       12
<PAGE>

The net after-tax earnings for the second quarter of 2000 totaled $7.0 million,
$0.70 per diluted share, compared to $9.0 million, $0.88 per share, for the same
period in 1999. Net operating earnings, which consist of the Company's net
earnings reduced by after-tax realized investment gains, was $6.9 million, $0.70
per share, compared to $7.6 million, $0.74 per share, for the same period in
1999.

Comprehensive earnings, which includes net earnings plus unrealized gains/losses
net of tax, totaled $7.9 million, $0.80 per share, compared to $21.6 million,
$2.10 per share, for the same period in 1999. Unrealized gains, net of tax, for
the second quarter of 2000 were $1.0 million, $0.10 per share compared to $12.6
million, $1.22 per share, for the same period in 1999. The higher 1999 level is
attributable to the stock market rallies that occurred in April and June, 1999.

RLI INSURANCE GROUP

Gross written premium for the second quarter of 2000 totaled $118.0 million,
compared to $88.6 million reported for the same period in 1999. All segments
have contributed to this improvement, as mentioned previously. Pretax
underwriting profit declined to $2.6 million in the second quarter of 2000
compared to $4.8 million for the same period last year. This equates to GAAP
combined ratios of 95.5 for the second quarter of 2000 compared to 89.8 for the
second quarter of 1999. The decline in profitability is attributed to certain
property losses experienced during the second quarter of 2000.

Property segment gross written premiums increased by 19.2% to $41.8 million in
the second quarter of 2000. Fueling this growth, fire premiums improved to $19.4
million for the second quarter of 2000, compared to $13.3 million for the same
period in 1999. Property segment underwriting profits were $2.3 million for the
second quarter of the year compared to $4.9 million last year. The GAAP combined
ratio for the property segment increased to 84.1 for the second quarter of 2000
compared to 62.2 for the same period last year. This increase is partially
attributable to a shift in the mix of product volume away from
difference-in-condition business. Additionally, certain fire losses experienced
during the second quarter of 2000 impacted the combined ratio.

Gross written premiums for the casualty segment were $63.7 million for the
second quarter of 2000 compared to $46.0 million for the prior year. This is
primarily due to the increases in program business, transportation, general
liability, and executive products mentioned previously. Program business and
transportation improved gross writings by $7.2 million and $4.7 million,
respectively for the quarter, while general liability advanced $2.7 million and
executive products $800,000. The GAAP combined ratio fell slightly to 100.1 for
the second quarter compared to 101.3 last year, as the segment's expense ratio
has shown improvement.

The Group's surety segment gross written premiums increased by 64.5% to $12.5
million for the second quarter of 2000 compared to $7.6 million for the same
period in 1999. This improvement was the result of growth in both the Peoria and
Houston operations, as mentioned previously. The GAAP combined ratio for the
surety segment rose to 96.1 in the second quarter from 94.3 a year ago. The
increase in combined ratio is attributable to early adverse loss experience on a
new contractor's program started in late 1999.


                                       13
<PAGE>

INVESTMENT INCOME

The Company's investment portfolio generated net dividends and interest income
of $7.1 million during the second quarter of 2000, an increase of 14.4% over
that reported for the same period in 1999. Both a higher interest rate
environment and continued positive operating cash flow have allowed for
increased bond and short-term investments, resulting in the rise in investment
income.

The Company experienced a net realized gain from investments of $34,000 in the
second quarter of 2000 compared to a net realized gain of $2.2 million for the
same period in 1999. The majority of gains realized in the second quarter of
1999 were the result of the sale of certain equity securities.

INCOME TAXES

The Company's effective tax rate for the second quarter of 2000 was 25% compared
to 27% reported for the same period in 1999. The change in the effective rate is
reflective of a decline in underwriting profits, which are taxed at the 35%
rate, coupled with an increase tax-exempt interest income. Income tax expense
attributable to income from operations differed from the amounts computed by
applying the U.S. federal tax rate of 35% to pretax income for the second
quarter of 2000 and 1999 as a result of the following:

<TABLE>
<CAPTION>
                                            2000                  1999
                                       Amount      %         Amount      %
                                       ------     ---        ------     ---
<S>                                <C>           <C>      <C>           <C>
Provision for income taxes at
  the statutory rate of 35%        $ 3,248,924    35%     $ 4,299,852    35%
Increase (reduction) in taxes
  resulting from:
  Tax exempt interest income        (  665,779)  ( 7%)     (  640,383)  ( 5%)
  Dividends received deduction      (  375,199)  ( 4%)     (  373,593)  ( 3%)
  Dividends paid deduction          (   65,477)  ( 1%)     (   59,354)    --
  Goodwill amortization                143,742     2%              --     --
  Other items, net                      34,450     --          37,978     --
                                   -----------   ----     -----------    ---
Total tax expense                  $ 2,320,661    25%     $ 3,264,500    27%

</TABLE>


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk of economic losses due to adverse changes in the
estimated fair value of a financial instrument as the result of changes in
equity prices, interest rates, foreign exchange rates and commodity prices. The
Company's consolidated balance sheets include assets and liabilities whose
estimated fair values are subject to market risk. The primary market risks to
the Company are equity price risk associated with investments in equity
securities and interest rate risk associated with investments in fixed


                                       14
<PAGE>

maturities. From time to time, equity prices and interest rates fluctuate
causing an effect on the Company's investment portfolio. The Company has no
direct commodity or foreign exchange risk.

The Company's market risk exposures at June 30, 2000, have not materially
changed from those identified at December 31, 1999.

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS - Not Applicable

ITEM 2.  CHANGE IN SECURITIES - Not Applicable

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES - Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS -
         On May 4, 2000, at the Company's Annual Meeting of Shareholders, the
         following members were elected to the Board of Directors:

                Bernard J. Daenzer                 Edward F. Sutkowski
                Jonathan E. Michael

ITEM 5.  OTHER INFORMATION - Not Applicable

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Not Applicable

         (b)      The Company did not file any reports on Form 8-K during the
                  three months ended June 30, 2000.


                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              RLI Corp.


                              /s/ Joseph E. Dondanville
                              ----------------------------------
                              Joseph E. Dondanville
                              Vice President, Chief Financial Officer
                              (Duly authorized and Principal
                              Financial and Accounting Officer)

Date: August 9, 2000

                                       15


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