Explanatory Note
This Form 8-K/A is filed as an amendment (“Form 8-K/A”) to the Current Report on Form 8-K filed by RLI Corp. (the “Company”) on August 21, 2019, in which the Company reported that Deloitte & Touche LLP (“Deloitte”) had been engaged as the new independent registered public accounting firm of the Company for fiscal year 2020, and that KPMG LLP (“KPMG”), would continue as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, until the issuance by KPMG of their audit reports in connection with the issuance of the Company’s financial statements for the year ended December 31, 2019 included in the filing of the Company’s Annual Report on Form 10-K for such period (the “2019 Annual Report”). This Form 8-K/A is being filed to disclose the date on which KPMG issued their audit reports included in the 2019 Annual Report and, therefore, to confirm the effective date of their dismissal.
Item 4.01 Changes in Registrant’s Certifying Accountant.
The Company filed its 2019 Annual Report on February 21, 2020, which included KPMG’s audit reports. Effective with the issuance of its audit reports included in the 2019 Annual Report, KPMG was dismissed as the independent registered public accounting firm of the Company.
KPMG’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2019 and December 31, 2018 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 except as follows:
KPMG's report on the Company’s consolidated financial statements for the fiscal years ended December 31, 2019 and 2018 contained a separate paragraph stating that “As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for equity investments with the adoption of ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, on January 1, 2018.”
During the fiscal years ended December 31, 2019 and December 31, 2018, and through the subsequent interim period ended February 21, 2020, 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).
The Company provided KPMG with a copy of this Form 8-K/A and requested that KPMG provide the Company with a letter addressed to the Securities and Exchange Commission stating whether or not KPMG agrees with the above disclosures. A copy of KPMG’s letter, dated February 25, 2020, is attached as Exhibit 16.1 to this Form 8-K/A. .
During the fiscal years ended December 31, 2019 and December 31, 2018 and through the subsequent interim period as of February 21, 2020, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits
