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): October 24, 2019

ERIE INDEMNITY COMPANY

(Exact name of registrant as specified in its charter)

Pennsylvania	0-24000	25-0466020
(State or other jurisdiction	(Commission	(IRS 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))

Securities registered pursuant to Section 12(b) of the Act:

Class A common stock,	stated value $0.0292 per share	ERIE	NASDAQ Stock Market, LLC
(Title of each class)		(Trading Symbol)	(Name of each exchange on which registered)

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.

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. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 24, 2019, Erie Indemnity Company (the "Company") issued a press release announcing financial results for the quarter and nine months ended September 30, 2019. 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 October 25, 2019 at 10:00 a.m. the Company will provide a pre-recorded Webcast that is complimentary to the press release announcing financial results for the quarter and nine months ended September 30, 2019.

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release

Exhibit 99.2 Financial Information

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit Index

Exhibit No.	Description
99.1	Press Release
99.2	Financial Information
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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
October 24, 2019	By:	/s/ Gregory J. Gutting
		Name: Gregory J. Gutting
		Title: Executive Vice President & CFO

EX-99.1

Exhibit 99.1

Erie Indemnity Reports Third Quarter 2019 Results

Net Income per Diluted Share up 17 percent for the Quarter and 14 percent Year to Date

Erie, Pa. - October 24, 2019 - Erie Indemnity Company (NASDAQ: ERIE) today announced financial results for the quarter and nine months ending September 30, 2019. Net income was $94.2 million, or $1.80 per diluted share, in the third quarter of 2019, compared to $80.4 million, or $1.54 per diluted share, in the third quarter of 2018. Net income was $257.2 million, or $4.92 per diluted share, in the first nine months of 2019, compared to $225.9 million, or $4.32 per diluted share, in the first nine months of 2018.

3Q and Nine Months 2019
(in thousands)	3Q'19		3Q'18		2019		2018
Operating income	$	105,907	$	96,695	$	288,639	$	269,585
Investment income	13,606		8,431		33,053		20,801
Interest expense and other income, net	11		655		637		1,708
Income before income taxes	119,502		104,471		321,055		288,678
Income tax expense	25,333		24,025		63,821		62,768
Net income	$	94,169	$	80,446	$	257,234	$	225,910

3Q 2019 Highlights

Operating income before taxes increased $9.2 million, or 9.5 percent, in the third quarter of 2019 compared to the third quarter of 2018.

• Management fee revenue - policy issuance and renewal services increased $23.1 million, or 5.1 percent, in the third quarter of 2019 compared to the third quarter of 2018.

• Management fee revenue - administrative services increased $0.9 million, or 6.7 percent, in the third quarter of 2019 compared to the third quarter of 2018.

• Cost of operations - policy issuance and renewal services

– Commissions increased $10.2 million in the third quarter of 2019 compared to the third quarter of 2018, as a result of the 5.2 percent increase in direct and affiliated assumed premiums written by the Exchange, partially offset by lower agent incentive costs related to less profitable growth, compared to the third quarter of 2018.

– Non-commission expense increased $4.6 million in the third quarter of 2019 compared to the third quarter of 2018. Information technology costs increased $5.4 million primarily due to increased professional fees. Underwriting and policy processing expense increased $1.9 million primarily due to underwriting report costs and other policy acquisition costs. Customer service costs increased $1.0 million primarily due to increased personnel costs. Administrative and other expenses decreased $2.9 million primarily driven by a decrease in long-term incentive plan cost due to a decrease in

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the company stock price in the third quarter of 2019. Personnel costs in all expense categories were impacted by lower estimated costs for incentive plans related to underwriting performance.

• The administrative services reimbursement revenue and corresponding cost of operations increased both total operating revenue and total operating expenses by $142.7 million in the third quarter of 2019, but had no net impact on operating income.

Income from investments before taxes totaled $13.6 million in the third quarter of 2019 compared to $8.4 million in the third quarter of 2018. Earnings from limited partnerships were $3.3 million in the third quarter of 2019 compared to $0.8 million in the third quarter of 2018. Net realized gains increased $1.7 million in the third quarter of 2019 compared to the third quarter of 2018. Net investment income was $8.7 million in the third quarter of 2019 compared to $7.7 million in the third quarter of 2018.

Nine Months 2019 Highlights

Operating income before taxes increased $19.1 million, or 7.1 percent, in the first nine months of 2019 compared to the first nine months of 2018.

• Management fee revenue - policy issuance and renewal services increased $74.0 million, or 5.6 percent, in the first nine months of 2019 compared to the first nine months of 2018.

• Management fee revenue allocated to administrative services increased $2.7 million, or 6.7 percent, in the first nine months of 2019 compared to the first nine months of 2018.

• Cost of operations - policy issuance and renewal services

– Commissions increased $30.8 million in the first nine months of 2019 compared to the first nine months of 2018, as a result of the 5.6 percent increase in direct and affiliated assumed premiums written by the Exchange, partially offset by lower agent incentive costs related to less profitable growth, compared to the first nine months of 2018.

– Non-commission expense increased $26.3 million for the nine months ended September 30, 2019 compared to the same period in 2018. Information technology costs increased $17.1 million primarily due to increased professional fees. Administrative and other expenses increased $6.1 million primarily driven by an increase in long-term incentive plan cost due to a higher company stock price during the nine months ended September 30, 2019 compared to the nine months ended September 30, 2018. Personnel costs in all expense categories were impacted by additional bonuses awarded to all employees of approximately $1.1 million for the nine months ended September 30, 2019 and $4.8 million for the nine months ended September 30, 2018.

• The administrative services reimbursement revenue and corresponding cost of operations increased both total operating revenue and total operating expenses by $431.3 million in the first nine months of 2019, but had no net impact on operating income.

Income from investments before taxes totaled $33.1 million in the first nine months of 2019 compared to $20.8 million in the first nine months of 2018. Net realized gains on investments were $5.5 million in the first nine months of 2019 compared to net realized losses of $0.5 million in the first nine months of 2018. Net investment income was $25.2 million in the first nine months of 2019 compared to $21.6 million in the first nine months of 2018, and earnings from limited partnerships were $2.5 million in the first nine months of 2019 compared to $0.4 million in the first nine months of 2018.

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Webcast Information

Indemnity has scheduled a pre-recorded audio broadcast on the Web for 10:00 AM ET on October 25, 2019.  Investors may access the pre-recorded audio broadcast by logging on to www.erieinsurance.com.

Erie Insurance Group

According to A.M. Best Company, Erie Insurance Group, based in Erie, Pennsylvania, is the 9^th largest homeowners insurer and 12^th largest automobile insurer in the United States based on direct premiums written and the 16^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.

***

"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;

• 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 September 30,					Nine months ended September 30,
	2019			2018		2019			2018
	(Unaudited)					(Unaudited)
Operating revenue
Management fee revenue - policy issuance and renewal services, net	$	474,427		$	451,361	$	1,385,923		$	1,311,911
Management fee revenue - administrative services, net	14,430			13,521		42,576			39,894
Administrative services reimbursement revenue	142,730			140,172		431,305			432,642
Service agreement revenue	7,155			7,072		20,754			21,297
Total operating revenue	638,742			612,126		1,880,558			1,805,744
Operating expenses
Cost of operations - policy issuance and renewal services	390,105			375,259		1,160,614			1,103,517
Cost of operations - administrative services	142,730			140,172		431,305			432,642
Total operating expenses	532,835			515,431		1,591,919			1,536,159
Operating income	105,907			96,695		288,639			269,585
Investment income
Net investment income	8,652			7,659		25,199			21,583
Net realized investment gains (losses)	1,696			0		5,501			(497		)
Net impairment losses recognized in earnings	(31		)	0		(193		)	(646		)
Equity in earnings of limited partnerships	3,289			772		2,546			361
Total investment income	13,606			8,431		33,053			20,801
Interest expense, net	111			709		832			1,864
Other income	100			54		195			156
Income before income taxes	119,502			104,471		321,055			288,678
Income tax expense	25,333			24,025		63,821			62,768
Net income	$	94,169		$	80,446	$	257,234		$	225,910
Net income per share
Class A common stock – basic	$	2.02		$	1.73	$	5.52		$	4.85
Class A common stock – diluted	$	1.80		$	1.54	$	4.92		$	4.32
Class B common stock – basic	$	303		$	259	$	829		$	728
Class B common stock – diluted	$	303		$	259	$	828		$	727
Weighted average shares outstanding – Basic
Class A common stock	46,189,006			46,188,941		46,188,767			46,188,522
Class B common stock	2,542			2,542		2,542			2,542
Weighted average shares outstanding – Diluted
Class A common stock	52,325,125			52,317,438		52,317,275			52,313,642
Class B common stock	2,542			2,542		2,542			2,542
Dividends declared per share
Class A common stock	$	0.90		$	0.84	$	2.70		$	2.52
Class B common stock	$	135.00		$	126.00	$	405.00		$	378.00

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Erie Indemnity Company

Statements of Financial Position

(in thousands)

	September 30, 2019		December 31, 2018
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	344,872	$	266,417
Available-for-sale securities	32,984		402,339
Receivables from Erie Insurance Exchange and affiliates	497,985		449,873
Prepaid expenses and other current assets	47,712		36,892
Federal income taxes recoverable	6,075		8,162
Accrued investment income	5,267		5,263
Total current assets	934,895		1,168,946
Available-for-sale securities	647,649		346,184
Equity securities	55,052		11,853
Limited partnership investments	32,171		34,821
Fixed assets, net	194,170		130,832
Deferred income taxes, net	15,505		24,101
Other assets	95,138		61,590
Total assets	$	1,974,580	$	1,778,327
Liabilities and shareholders' equity
Current liabilities:
Commissions payable	$	272,932	$	241,573
Agent bonuses	73,921		103,462
Accounts payable and accrued liabilities	131,453		111,291
Dividends payable	41,913		41,910
Contract liability	36,318		33,854
Deferred executive compensation	10,328		13,107
Current portion of long-term borrowings	1,959		1,870
Total current liabilities	568,824		547,067
Defined benefit pension plans	136,078		116,866
Long-term borrowings	96,346		97,860
Contract liability	18,648		17,873
Deferred executive compensation	13,017		13,075
Other long-term liabilities	22,396		11,914
Total liabilities	855,309		804,655
Shareholders’ equity	1,119,271		973,672
Total liabilities and shareholders’ equity	$	1,974,580	$	1,778,327

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XML

Document and Entity Information	Oct. 24, 2019
Cover page.
Document Type	8-K
Document Period End Date	Oct. 24, 2019
Entity Registrant Name	ERIE INDEMNITY COMPANY
Entity Incorporation, State or Country Code	PA
Entity File Number	0-24000
Entity Tax Identification Number	25-0466020
Entity Address, Address Line One	100 Erie Insurance Place,
Entity Address, City or Town	Erie,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	16530
City Area Code	814
Local Phone Number	870-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock,
Trading Symbol	ERIE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000922621
Amendment Flag	false