8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): April 24, 2018

Erie Indemnity Company

__________________________________________

(Exact name of registrant as specified in its charter)

Pennsylvania	0-24000	25-0466020
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
100 Erie Insurance Place, Erie, Pennsylvania		16530
_______________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (814) 870-2000

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. [  ]

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. [  ]

Item 2.02 Results of Operations and Financial Condition.

On April 26, 2018, Erie Indemnity Company (the "Company") issued a press release announcing financial results for the quarter ended March 31, 2018. Copies of the press release and financial information are attached hereto and are incorporated herein by reference as Exhibit 99.1 and Exhibit 99.2, respectively.

On April 27, 2018 at 10:00 a.m. the Company will hold a telephone conference call that will be Webcast and that is complimentary to the press release announcing financial results for the quarter ended March 31, 2018.

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) The Company held its 93rd Annual Meeting of Shareholders on April 24, 2018. On the record date for the Annual Meeting, the Company had 2,542 shares of Class B common stock outstanding which had the exclusive right to vote on all matters presented for consideration at the meeting.

(b) At the Annual Meeting, shareholders of the Company elected one new director and re-elected 12 incumbent directors to serve on the Company's Board of Directors for a one-year term. The names of the elected directors and voting results appear below. None of the shareholders who voted withheld authority or abstained on any of the proposals.

	For
J. Ralph Borneman, Jr.	2,540
Eugene C. Connell	2,540
Salvatore Correnti	2,540
LuAnn Datesh	2,540
Jonathan Hirt Hagen	2,540
Thomas B. Hagen	2,540
C. Scott Hartz	2,540
Brian A. Hudson, Sr.	2,540
Claude C. Lilly, III	2,540
George R. Lucore	2,540
Thomas W. Palmer	2,540
Martin P. Sheffield	2,540
Elizabeth Hirt Vorsheck	2,540

Item 8.01 Other Events.

At its meeting on April 24, 2018, the Company's Board of Directors approved the following quarterly dividend on shares of Erie Indemnity Company Class A common stock:

Dividend Number: 351

Class A Rate Per Share: $0.84

Declaration Date: April 24, 2018

Ex-Dividend Date: July 5, 2018

Record Date: July 6, 2018

Payable Date: July 20, 2018

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release

Exhibit 99.2 Financial Information

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 hereunto duly authorized.

	Erie Indemnity Company
April 26, 2018	By:	/s/ Gregory J. Gutting
		Name: Gregory J. Gutting
		Title: Executive Vice President & CFO

Exhibit Index

Exhibit No.	Description
99.1	Press Release
99.2	Financial Information

EX-99.1

Exhibit 99.1

Erie Indemnity Reports First Quarter 2018 Results

Net Income per Diluted Share up 37.6 percent for the Quarter

Erie, Pa. - April 26, 2018 - Erie Indemnity Company (NASDAQ: ERIE) today announced financial results for the quarter ending March 31, 2018. Net income was $65.8 million, or $1.26 per diluted share, in the first quarter of 2018, compared to $47.9 million, or $0.91 per diluted share, in the first quarter of 2017.

1Q 2018
(dollars in thousands)	1Q'18		1Q'17
Operating income	$	77,567	$	66,940
Investment income	6,163		6,589
Interest expense and other, net	509		575
Income before income taxes	83,221		72,954
Income tax expense	17,463		25,078
Net income	$	65,758	$	47,876

1Q 2018 Highlights

Operating income before taxes increased $10.6 million, or 15.9 percent, in the first quarter of 2018 compared to the first quarter of 2017, as the growth in total operating revenue outpaced the growth in total operating expenses.

• Management fee revenue - policy issuance and renewal services increased $13.9 million, or 3.6 percent, in the first quarter of 2018 compared to the first quarter of 2017.

• Management fee revenue allocated to administrative services was $13.1 million in the first quarter of 2018. No management fee revenue was allocated to administrative services in the first quarter of 2017.

• Cost of operations - policy issuance and renewal services

– Commissions increased $13.6 million in the first quarter of 2018 compared to the first quarter of 2017, as a result of the 7.0 percent increase in direct and assumed premiums written by the Exchange.

– Non-commission expense increased $2.6 million in the first quarter of 2018 compared to the same period in 2017.  Underwriting and policy processing costs increased $3.2 million primarily due to increased personnel costs and underwriting report costs. Information technology costs decreased $0.8 million primarily due to lower professional fees, somewhat offset by higher personnel costs. Sales and advertising costs increased $1.2 million primarily due to increased personnel and advertising costs. Customer service costs increased $1.6 million primarily due to increased personnel costs and credit card processing fees. Administrative and other expenses decreased $2.5 million driven by a decrease in long-term incentive plan cost due to a decrease in the company stock price during the first quarter of 2018 compared to an increase in the company stock price during the first quarter of 2017. Personnel costs in

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all expense categories were impacted by additional bonuses of approximately $4.8 million awarded to all employees as a result of tax savings realized from the lower corporate income tax rate that became effective January 1, 2018.

• The administrative services reimbursement revenue and corresponding cost of operations impact both total operating revenue and total operating expenses by $146.0 million, but have no net impact on operating income.

Income from investments before taxes totaled $6.2 million in the first quarter of 2018 compared to $6.6 million in the first quarter of 2017. Net investment income was $6.8 million in the first quarter of 2018 compared to $6.0 million in the first quarter of 2017, while net realized losses on investments were $0.5 million in the first quarter of 2018 compared to net realized gains of $0.5 million in the first quarter of 2017.

Income tax expense decreased by $11.4 million due the lower income tax rate of 21% that became effective January 1, 2018, partially offset by an increase in deferred tax expense.

Webcast Information

Indemnity has scheduled a conference call and live audio broadcast on the Web for 10:00 AM ET on April 27, 2018. Investors may access the live audio broadcast by logging on to www.erieinsurance.com. Indemnity recommends visiting the website at least 15 minutes prior to the Webcast to download and install any necessary software. A Webcast audio replay will be available on the Investor Relations page of the Erie Insurance website by 12:30 PM ET.

Erie Insurance Group

According to A.M. Best Company, Erie Insurance Group, based in Erie, Pennsylvania, is the 10^th largest homeowners insurer and 11^th largest automobile insurer in the United States based on direct premiums written and the 15^th largest property/casualty insurer in the United States based on total lines net premium written. The Group, rated A+ (Superior) by A.M. Best Company, has more than 5 million policies in force and operates in 12 states and the District of Columbia.  Erie Insurance Group is a FORTUNE 500 company.

News releases and more information about Erie Insurance Group are available at www.erieinsurance.com.

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"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:

Statements contained herein that are not historical fact are forward-looking statements and, as such, are subject to risks and uncertainties that could cause actual events and results to differ, perhaps materially, from those discussed herein.  Forward-looking statements relate to future trends, events or results and include, without limitation, statements and assumptions on which such statements are based that are related to our plans, strategies, objectives, expectations, intentions, and adequacy of resources.  Examples of forward-looking statements are discussions relating to premium and investment income, expenses, operating results, and compliance with contractual and regulatory requirements.  Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.  Among the risks and uncertainties, in addition to those set forth in our filings with the Securities and Exchange Commission, that could cause actual results and future events to differ from those set forth or contemplated in the forward-looking statements include the following:

• dependence upon our relationship with the Exchange and the management fee under the agreement with the subscribers at the Exchange;

• dependence upon our relationship with the Exchange and the growth of the Exchange, including:

◦ general business and economic conditions;

◦ factors affecting insurance industry competition;

◦ dependence upon the independent agency system; and

◦ ability to maintain our reputation for customer service;

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• dependence upon our relationship with the Exchange and the financial condition of the Exchange, including:

◦ the Exchange's ability to maintain acceptable financial strength ratings;

◦ factors affecting the quality and liquidity of the Exchange's investment portfolio;

◦ changes in government regulation of the insurance industry;

◦ emerging claims and coverage issues in the industry; and

◦ severe weather conditions or other catastrophic losses, including terrorism;

• costs of providing policy issuance and renewal services to the Exchange under the subscriber's agreement;

• credit risk from the Exchange;

• ability to attract and retain talented management and employees;

• ability to ensure system availability and effectively manage technology initiatives;

• difficulties with technology or data security breaches, including cyber attacks;

• ability to maintain uninterrupted business operations;

• factors affecting the quality and liquidity of our investment portfolio;

• our ability to meet liquidity needs and access capital; and

• outcome of pending and potential litigation.

A forward-looking statement speaks only as of the date on which it is made and reflects our analysis only as of that date.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions, or otherwise.

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EX-99.2

Exhibit 99.2

Erie Indemnity Company

Statements of Operations

(dollars in thousands, except per share data)

	Three months ended March 31,
	2018			2017
	(Unaudited)
Operating revenue
Management fee revenue - policy issuance and renewal services, net	$	405,978		$	392,058
Management fee revenue - administrative services, net	13,074			—
Administrative services reimbursement revenue	145,963			—
Service agreement revenue	7,145			7,258
Total operating revenue	572,160			399,316
Operating expenses
Cost of operations - policy issuance and renewal services	348,630			332,376
Cost of operations - administrative services	145,963			—
Total operating expenses	494,593			332,376
Operating income	77,567			66,940
Investment income
Net investment income	6,820			5,981
Net realized investment (losses) gains	(465		)	516
Net impairment losses recognized in earnings	0			(121		)
Equity in (losses) earnings of limited partnerships	(192		)	213
Total investment income	6,163			6,589
Interest expense, net	553			166
Other income (expense)	44			(409		)
Income before income taxes	83,221			72,954
Income tax expense	17,463			25,078
Net income	$	65,758		$	47,876
Earnings Per Share
Net income per share
Class A common stock – basic	$	1.41		$	1.03
Class A common stock – diluted	$	1.26		$	0.91
Class B common stock – basic and diluted	$	212		$	154
Weighted average shares outstanding – Basic
Class A common stock	46,187,908			46,188,522
Class B common stock	2,542			2,542
Weighted average shares outstanding – Diluted
Class A common stock	52,310,628			52,408,560
Class B common stock	2,542			2,542
Dividends declared per share
Class A common stock	$	0.8400		$	0.7825
Class B common stock	$	126.000		$	117.375

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Erie Indemnity Company

Statements of Financial Position

(in thousands)

	March 31, 2018		December 31, 2017
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	119,627	$	215,721
Available-for-sale securities	96,574		71,190
Receivables from Erie Insurance Exchange and affiliates	415,343		418,328
Prepaid expenses and other current assets	43,061		34,890
Federal income taxes recoverable	14,716		29,900
Note receivable from Erie Family Life Insurance Company	25,000		25,000
Accrued investment income	6,425		6,853
Total current assets	720,746		801,882
Available-for-sale securities	633,230		687,523
Equity securities	12,583		—
Limited partnership investments	44,114		45,122
Fixed assets, net	88,448		83,149
Deferred income taxes, net	29,055		19,390
Other assets	45,300		28,793
Total assets	$	1,573,476	$	1,665,859
Liabilities and shareholders' equity
Current liabilities:
Commissions payable	$	240,848	$	228,124
Agent bonuses	30,232		122,528
Accounts payable and accrued liabilities	95,789		104,533
Dividends payable	39,119		39,116
Contract liability	31,951		—
Deferred executive compensation	9,710		15,605
Total current liabilities	447,649		509,906
Defined benefit pension plans	176,598		207,530
Employee benefit obligations	313		423
Contract liability	16,910		—
Deferred executive compensation	16,096		14,452
Long-term borrowings	74,726		74,728
Other long-term liabilities	1,029		1,476
Total liabilities	733,321		808,515
Shareholders’ equity	840,155		857,344
Total liabilities and shareholders’ equity	$	1,573,476	$	1,665,859

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