Item 9A. Controls and Procedures
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, 2022.
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, 2022.
Our internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP (PCAOB ID No. 34 ), an independent registered public accounting firm, as stated in their report on page 91 of this report.
There was no change in our internal control over financial reporting during our fourth fiscal quarter ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information – None.
Item 9C . Disclosure Regarding Foreign Jurisdictions that Prevent Inspections – 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.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) (l-2) See Item 8 for Consolidated Financial Statements included in this report.
(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
Table of Contents
INDEX TO FINANCIAL STATEMENT SCHEDULES
Reference (Page)
Data Submitted Herewith:
Schedules:
I. Summary of Investments - Other than Investments in Related Parties at December 31, 2022.
95
II. Condensed Financial Information of Registrant, as of and for the three years ended December 31, 2022.
96-98
III. Supplementary Insurance Information, as of and for the three years ended December 31, 2022.
99-100
IV. Reinsurance for the three years ended December 31, 2022.
101
V. Valuation and Qualifying Accounts for the three years ended December 31, 2022.
102
VI. Supplementary Information Concerning Property-Casualty Insurance Operations for the three years ended December 31, 2022.
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
Table of Contents
RLI CORP. AND SUBSIDIARIES
SCHEDULE I—SUMMARY OF INVESTMENTS—OTHER THAN INVESTMENTS
IN RELATED PARTIES
December 31, 2022
Column A
Column B
Column C
Column D
Amount at
(in thousands)
which shown in
Type of Investment
Cost (1)
Fair Value
the balance sheet
Fixed maturities:
Bonds:
Available-for-sale:
U.S. government
$
462,884
$
454,021
$
454,021
U.S. agency
75,074
73,063
73,063
Non-U.S. government & agency
6,798
5,847
5,847
Agency MBS
373,687
331,806
331,806
ABS/CMBS/MBS*
276,126
240,736
240,736
Corporate
1,122,097
1,034,330
1,034,330
Municipal
628,607
527,147
527,147
Total available-for-sale
$
2,945,273
$
2,666,950
$
2,666,950
Total fixed maturities
$
2,945,273
$
2,666,950
$
2,666,950
Equity securities:
Common stock:
Ind Misc and all other
$
109,530
$
179,643
$
179,643
ETFs (Ind/misc)
218,489
318,739
318,739
Total equity securities
$
328,019
$
498,382
$
498,382
Cash and short-term investments
59,047
59,047
59,047
Other invested assets
43,980
47,922
47,922
Total investments and cash
$
3,376,319
$
3,272,301
$
3,272,301
*
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 91 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.
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RLI CORP. AND SUBSIDIARIES
SCHEDULE II—CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(PARENT COMPANY)
CONDENSED BALANCE SHEETS
December 31,
(in thousands, except share data)
2022
2021
ASSETS
Cash
$
1,051
$
1,433
Short-term investments, at cost which approximates fair value
2,229
—
Accounts receivable, affiliates
1,572
848
Investments in subsidiaries
1,084,055
1,197,997
Investments in unconsolidated investee
—
113,052
Fixed income:
Available-for-sale, at fair value
237,282
86,483
(amortized cost of $ 250,904 and allowance for credit losses of $ 0 in 2022)
(amortized cost of $ 84,823 and allowance for credit losses of $ 0 in 2021)
Property and equipment, at cost, net of accumulated depreciation of $ 1,340 in 2022 and $ 1,697 in 2021
1,410
1,711
Income taxes receivable - current
—
211
Income taxes - deferred
3,204
—
Other assets
3,840
2,907
TOTAL ASSETS
$
1,334,643
$
1,404,642
LIABILITIES AND SHAREHOLDERS’ EQUITY
LIABILITIES
Income taxes payable - current
$
1,823
$
—
Income taxes - deferred
—
21,067
Current portion of long-term debt
149,863
—
Long-term debt
—
149,676
Interest payable, long-term debt
2,153
2,153
Other liabilities
3,463
2,385
TOTAL LIABILITIES
$
157,302
$
175,281
SHAREHOLDERS' EQUITY
Common stock ($ 0.01 par value)
(Shares authorized - 200,000,000 )
( 68,399,966 shares issued and 45,469,752 shares outstanding in 2022)
( 68,219,551 shares issued and 45,289,337 shares outstanding in 2021)
$
684
$
682
Paid-in capital
352,391
343,742
Accumulated other comprehensive earnings
( 229,076 )
49,826
Retained earnings
1,446,341
1,228,110
Deferred compensation
12,015
9,642
Treasury stock, at cost ( 22,930,214 shares in 2022 and 2021)
( 405,014 )
( 402,641 )
TOTAL SHAREHOLDERS’ EQUITY
$
1,177,341
$
1,229,361
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$
1,334,643
$
1,404,642
See Notes to Consolidated Financial Statements. See also the accompanying reports of independent registered public accounting firms starting on page 91 of this report.
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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)
2022
2021
2020
Net investment income
$
6,245
$
2,102
$
1,412
Net realized gains (losses)
570,888
( 625 )
501
Equity in earnings of unconsolidated investee
372
22,786
10,368
Selling, general and administrative expenses
( 12,900 )
( 13,330 )
( 10,265 )
Interest expense on debt
( 7,622 )
( 7,616 )
( 7,603 )
Earnings (loss) before income taxes
$
556,983
$
3,317
$
( 5,587 )
Income tax expense (benefit)
108,699
( 1,585 )
( 2,885 )
Net earnings (loss) before equity in net earnings of subsidiaries
$
448,284
$
4,902
$
( 2,702 )
Equity in net earnings of subsidiaries
135,127
274,452
159,793
Net earnings
$
583,411
$
279,354
$
157,091
Other comprehensive earnings (loss), net of tax
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period
$
( 12,188 )
$
( 1,996 )
$
994
Less: reclassification adjustment for (gains) losses included in net earnings
115
500
( 390 )
Other comprehensive earnings (loss) - parent only
$
( 12,073 )
$
( 1,496 )
$
604
Equity in other comprehensive earnings (loss) of subsidiaries/investees
( 266,829 )
( 57,392 )
55,615
Other comprehensive earnings (loss)
$
( 278,902 )
$
( 58,888 )
$
56,219
Comprehensive earnings
$
304,509
$
220,466
$
213,310
See Notes to Consolidated Financial Statements. See also the accompanying reports of independent registered public accounting firms starting on page 91 of this report.
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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)
2022
2021
2020
Cash flows from operating activities
Earnings (loss) before equity in net earnings of subsidiaries
$
448,284
$
4,902
$
( 2,702 )
Adjustments to reconcile net losses to net cash provided by (used in) operating activities:
Net realized (gains) losses
( 570,888 )
625
( 501 )
Depreciation
64
68
67
Other items, net
1,403
3,966
2,270
Change in:
Affiliate balances receivable/payable
( 724 )
( 3,404 )
1,246
Federal income taxes
( 19,484 )
5,901
1,399
Changes in investment in unconsolidated investee:
Undistributed earnings
( 372 )
( 22,786 )
( 10,368 )
Net cash used in operating activities
$
( 141,717 )
$
( 10,728 )
$
( 8,589 )
Cash flows from investing activities
Purchase of:
Fixed income, available-for-sale
$
( 1,356,177 )
$
( 33,373 )
$
( 24,950 )
Other
( 1,420 )
( 2,904 )
( 346 )
Sale of:
Fixed income, available-for-sale
1,373
5,306
3,767
Equity method investee
686,566
—
—
Other
221
1,245
—
Property and equipment
298
—
—
Call or maturity of:
Fixed income, available-for-sale
1,192,050
2,878
3,492
Net purchase of short-term investments
( 2,229 )
—
—
Cash dividends received-subsidiaries
13,000
180,000
110,000
Net cash provided by investing activities
$
533,682
$
153,152
$
91,963
Cash flows from financing activities
Proceeds from stock option exercises
$
( 465 )
$
1,838
$
8,648
Cash dividends paid
( 397,323 )
( 147,422 )
( 95,793 )
Other
5,441
4,212
3,802
Net cash used in financing activities
$
( 392,347 )
$
( 141,372 )
$
( 83,343 )
Net increase (decrease) in cash
$
( 382 )
$
1,052
$
31
Cash at beginning of year
1,433
381
350
Cash at end of year
$
1,051
$
1,433
$
381
Interest paid on outstanding debt amounted to $ 7.3 million for 2022, 2021 and 2020, respectively. See Notes to Consolidated Financial Statements. See also the accompanying reports of independent registered public accounting firms starting on page 91 of this report.
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RLI CORP. AND SUBSIDIARIES
SCHEDULE III—SUPPLEMENTARY INSURANCE INFORMATION
As of and for the years ended December 31, 2022, 2021 and 2020
Incurred losses
Deferred policy
Unpaid losses
Unearned
Net
and settlement
acquisition
and settlement
premiums,
premiums
expenses
(in thousands)
costs
expenses, gross
gross
earned
current year
Year ended December 31, 2022
Casualty segment
$
66,285
$
1,929,091
$
466,178
$
711,832
$
468,661
Property segment
36,767
293,737
237,369
307,886
145,672
Surety segment
24,807
92,809
81,538
124,718
22,622
RLI Insurance Group
$
127,859
$
2,315,637
$
785,085
$
1,144,436
$
636,955
Year ended December 31, 2021
Casualty segment
$
55,760
$
1,760,469
$
438,248
$
633,639
$
420,259
Property segment
25,764
196,369
168,209
231,837
140,905
Surety segment
22,029
86,717
73,987
115,427
20,901
RLI Insurance Group
$
103,553
$
2,043,555
$
680,444
$
980,903
$
582,065
Year ended December 31, 2020
Casualty segment
$
48,255
$
1,567,544
$
385,736
$
569,521
$
397,174
Property segment
19,655
150,008
131,274
183,720
124,375
Surety segment
20,515
32,497
69,376
112,506
22,388
RLI Insurance Group
$
88,425
$
1,750,049
$
586,386
$
865,747
$
543,937
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 91 of this report.
99
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RLI CORP. AND SUBSIDIARIES
SCHEDULE III—SUPPLEMENTARY INSURANCE INFORMATION
(continued)
As of and for the years ended December 31, 2022, 2021 and 2020
Incurred
losses and
settlement
Policy
Other
Net
expenses
acquisition
operating
premiums
(in thousands)
prior year
costs
expenses
written
Year ended December 31, 2022
Casualty segment
$
( 87,225 )
$
204,397
$
52,210
$
744,607
Property segment
( 24,927 )
95,203
19,416
364,644
Surety segment
( 10,427 )
70,032
10,586
132,285
RLI Insurance Group
$
( 122,579 )
$
369,632
$
82,212
$
1,241,536
Year ended December 31, 2021
Casualty segment
$
( 108,632 )
$
179,354
$
47,139
$
674,709
Property segment
( 10,981 )
72,008
18,605
262,816
Surety segment
( 5,850 )
66,106
11,163
120,008
RLI Insurance Group
$
( 125,463 )
$
317,468
$
76,907
$
1,057,533
Year ended December 31, 2020
Casualty segment
$
( 75,075 )
$
162,058
$
40,937
$
583,244
Property segment
( 13,019 )
59,926
15,620
196,603
Surety segment
( 12,959 )
64,454
10,271
112,241
RLI Insurance Group
$
( 101,053 )
$
286,438
$
66,828
$
892,088
See the accompanying reports of independent registered public accounting firms starting on page 91 of this report.
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RLI CORP. AND SUBSIDIARIES
SCHEDULE IV—REINSURANCE
Years ended December 31, 2022, 2021 and 2020
Percentage
Ceded to
Assumed
of amount
Direct
other
from other
Net
assumed
(in thousands)
amount
companies
companies
amount
to net
2022
Casualty segment
$
863,530
$
186,469
$
34,771
$
711,832
4.9
%
Property segment
430,010
122,415
291
307,886
0.1
%
Surety segment
131,625
7,525
618
124,718
0.5
%
RLI Insurance Group premiums earned
$
1,425,165
$
316,409
$
35,680
$
1,144,436
3.1
%
2021
Casualty segment
$
788,741
$
185,433
$
30,331
$
633,639
4.8
%
Property segment
310,630
79,094
301
231,837
0.1
%
Surety segment
122,975
7,866
318
115,427
0.3
%
RLI Insurance Group premiums earned
$
1,222,346
$
272,393
$
30,950
$
980,903
3.2
%
2020
Casualty segment
$
690,718
$
148,271
$
27,074
$
569,521
4.8
%
Property segment
253,781
70,398
337
183,720
0.2
%
Surety segment
118,109
5,843
240
112,506
0.2
%
RLI Insurance Group premiums earned
$
1,062,608
$
224,512
$
27,651
$
865,747
3.2
%
See the accompanying reports of independent registered public accounting firms starting on page 91 of this report.
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RLI CORP. AND SUBSIDIARIES
SCHEDULE V—VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2022, 2021 and 2020
Balance
Amounts
Amounts
Balance
at beginning
charged
recovered
at end of
(in thousands)
of period
to expense
(written off)
period
2022 Allowance for uncollectible reinsurance
$
27,243
$
130
$
( 50 )
$
27,323
2021 Allowance for uncollectible reinsurance
$
24,539
$
2,863
$
( 159 )
$
27,243
2020 Allowance for uncollectible reinsurance
$
25,066
$
( 522 )
$
( 5 )
$
24,539
See the accompanying reports of independent registered public accounting firms starting on page 91 of this report.
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RLI CORP. AND SUBSIDIARIES
SCHEDULE VI—SUPPLEMENTARY INFORMATION CONCERNING
PROPERTY-CASUALTY INSURANCE OPERATIONS
Years ended December 31, 2022, 2021 and 2020
(in thousands)
Deferred policy
Claims and
Unearned
Net
Net
acquisition
claim adjustment
premiums,
premiums
investment
Affiliation with Registrant (1)
costs
expense reserves
gross
earned
income
2022
$
127,859
$
2,315,637
$
785,085
$
1,144,436
$
86,078
2021
$
103,553
$
2,043,555
$
680,444
$
980,903
$
68,862
2020
$
88,425
$
1,750,049
$
586,386
$
865,747
$
67,893
Claims and claim adjustment
expenses incurred related to:
Amortization
Paid claims and
Net
Current
Prior
of deferred
claim adjustment
premiums
year
year
acquisition costs
expenses
written
2022
$
636,955
$
( 122,579 )
$
369,632
$
374,297
$
1,241,536
2021
$
582,065
$
( 125,463 )
$
317,468
$
327,453
$
1,057,533
2020
$
543,937
$
( 101,053 )
$
286,438
$
325,054
$
892,088
(1) Consolidated property-casualty insurance operations.
(2) See the accompanying reports of independent registered public accounting firms starting on page 91 of this report.
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EXHIBIT INDEX
Exhibit
No.
Description of Document
Reference
3.1
Amended and Restated Certificate of Incorporation
Incorporated by reference to the Company’s Form 8-K filed May 8, 2020.
3.2
By-Laws
Incorporated by reference to the Company’s Form 8-K filed May 8, 2018.
4.1
Senior Indenture
Incorporated by reference to the Company’s Form 8-K filed October 2, 2013.
4.2
Supplemental Indenture
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
RLI Corp. Nonemployee Directors’ Deferred Compensation Plan, as amended*
Incorporated by reference to the Company’s Form 10-K filed on February 21, 2020.
10.3
RLI Corp. Executive Deferred Compensation Plan, as amended*
Incorporated by reference to the Company’s Form 10-K filed on February 18, 2022.
10.4
RLI Corp. 2010 Long-Term Incentive Plan*
Incorporated by reference to the Company’s Form 8-K filed on May 6, 2010.
10.5
RLI Corp. Annual Incentive Compensation Plan, as amended*
Incorporated by reference to the Company’s Form 10-Q filed July 24, 2020.
10.6
2023 Market Value Potential (MVP), Executive Incentive Program Guideline*
Attached as Exhibit 10.6.
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.
10.8
Management Incentive Program Guideline*
Attached as Exhibit 10.8.
10.9
RLI Underwriting Profit Program Guideline*
Attached as Exhibit 10.9.
10.10
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.
10.11
Credit Agreement (Bank of Montreal, Chicago Branch.)
Incorporated by reference to the Company’s Form 8-K filed March 31, 2020.
10.12
RLI Corp. Director and Officer Indemnification Agreement
Incorporated by reference to the Company’s Form 10-Q filed October 24, 2018.
10.13
Amended 2022 MVP Executive Incentive Program Guideline*
Attached as Exhibit 10.13.
*
Management contract or compensatory plan.
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EXHIBIT INDEX
Exhibit
No.
Description of Document
Reference
21.1
Subsidiaries of the Registrant
Attached as Exhibit 21.1.
23.1
Consent of Deloitte & Touche LLP
Attached as Exhibit 23.1.
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
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.
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 32.2.
101
iXBRL-Related Documents
Attached as Exhibit 101.
104
Cover Page Interactive Data File
Embedded in Inline XBRL and contained in Exhibit 101.
105
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SIGNATURES
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.
RLI Corp.
(Registrant)
By:
/s/ Todd W. Bryant
Todd W. Bryant, Chief Financial Officer
Date:
February 24, 2023
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
Todd W. Bryant, Chief Financial Officer
(Principal Executive Officer)
(Principal Financial and Accounting Officer)
Date:
February 24, 2023
Date:
February 24, 2023
By:
/s/ Kaj Ahlmann
By:
/s/ Craig W. Kliethermes
Kaj Ahlmann, Director
Craig W. Kliethermes, Director
Date:
February 24, 2023
Date:
February 24, 2023
By:
/s/ Michael E. Angelina
By:
/s/ Paul B. Medini
Michael E. Angelina, Director
Paul B. Medini, Director
Date:
February 24, 2023
Date:
February 24, 2023
By:
/s/ John T. Baily
By:
/s/ Jonathan E. Michael
John T. Baily, Director
Jonathan E. Michael, Director
Date:
February 24, 2023
Date:
February 24, 2023
By:
/s/ David B. Duclos
By:
/s/ Robert P. Restrepo, Jr.
David B. Duclos, Director
Robert P. Restrepo, Jr., Director
Date:
February 24, 2023
Date:
February 24, 2023
By:
/s/ Susan S. Fleming
By:
/s/ Debbie S. Roberts
Susan S. Fleming, Director
Debbie S. Roberts, Director
Date:
February 24, 2023
Date:
February 24, 2023
By:
/s/ Jordan W. Graham
By:
/s/ Michael J. Stone
Jordan W. Graham, Director
Michael J. Stone, Director
Date:
February 24, 2023
Date:
February 24, 2023
106