erie-20201029
0000922621false00009226212020-10-292020-10-29
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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 29, 2020

ERIE INDEMNITY COMPANY
(Exact name of registrant as specified in its charter)

Pennsylvania0-2400025-0466020
(State or other jurisdiction(Commission(IRS Employer
of incorporation)File Number)Identification No.)

100 Erie Insurance Place,Erie,Pennsylvania16530
(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:814870-2000

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 shareERIENASDAQ 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.





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Item 2.02 Results of Operations and Financial Condition.

On October 29, 2020, Erie Indemnity Company (the "Company") issued a press release announcing financial results for the quarter and nine months ended September 30, 2020. 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 30, 2020 at 10:00 a.m. the Company will provide a pre-recorded Webcast that is complementary to the press release announcing financial results for the quarter and nine months ended September 30, 2020.



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)



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


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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 29, 2020 By: /s/ Gregory J. Gutting
    Name: Gregory J. Gutting
    Title: Executive Vice President & CFO


Exhibit 99.1
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Erie Indemnity Reports Third Quarter 2020 Results
Net Income per Diluted Share was $1.71 for the Quarter and $4.41 for the Nine Months of 2020
Erie, Pa. - October 29, 2020 - Erie Indemnity Company (NASDAQ: ERIE) today announced financial results for the quarter and nine months ending September 30, 2020. Net income was $89.2 million, or $1.71 per diluted share, in the third quarter of 2020, compared to $94.2 million, or $1.80 per diluted share, in the third quarter of 2019. Net income was $230.5 million, or $4.41 per diluted share, in the first nine months of 2020, compared to $257.2 million, or $4.92 per diluted share, in the first nine months of 2019.

The significant disruption to the economy and financial markets resulting from the COVID-19 pandemic that began in the first quarter of 2020 continues to evolve and the pandemic's ultimate impact and duration remain highly uncertain at this time. While the Exchange experienced declines in new business premium in the second quarter of 2020 due to the pandemic, new business premiums grew 10.4% in the third quarter of 2020 compared to the same period in 2019. The financial markets substantially recovered in the third quarter from the financial volatility negatively impacting our portfolio in the first quarter of 2020, improving our investment results in the third quarter.
3Q and Nine Months 2020
(in thousands)3Q'203Q'1920202019
Operating income$96,225 $105,907 $273,105 $288,639 
Investment income16,438 13,606 18,796 33,053 
Interest and other expense, net967 11 1,596 637 
Income before income taxes111,696 119,502 290,305 321,055 
Income tax expense22,480 25,333 59,786 63,821 
Net income$89,216 $94,169 $230,519 $257,234 

3Q 2020 Highlights
Operating income before taxes decreased $9.7 million, or 9.1 percent, in the third quarter of 2020 compared to the third quarter of 2019.
Management fee revenue - policy issuance and renewal services increased $10.1 million, or 2.1 percent, in the third quarter of 2020 compared to the third quarter of 2019.
Management fee revenue - administrative services increased $0.5 million, or 3.3 percent, in the third quarter of 2020 compared to the third quarter of 2019.
Cost of operations - policy issuance and renewal services
Commissions increased $6.2 million in the third quarter of 2020 compared to the third quarter of 2019, primarily driven by direct and affiliated assumed written premium growth.
Non-commission expense increased $13.2 million in the third quarter of 2020 compared to the third quarter of 2019. Underwriting and policy processing expense increased $3.2 million primarily due to
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increases in personnel costs and underwriting report costs. Administrative and other costs increased $8.8 million primarily driven by higher incentive plan award accruals due to the Exchange's lower combined ratio and the change in the company stock price, which experienced an increase in the third quarter of 2020 compared to a decrease in the same period in 2019. Increased professional fees also contributed to the increase in administrative and other costs compared to the same period in 2019.

Income from investments before taxes totaled $16.4 million in the third quarter of 2020 compared to $13.6 million in the third quarter of 2019. Net realized gains on investments were $5.9 million in the third quarter of 2020 compared to $1.7 million in the third quarter of 2019. Net investment income was $7.0 million in the third quarter of 2020 compared to $8.7 million in the third quarter of 2019. Earnings from limited partnerships were $3.6 million in the third quarter of 2020 compared to earnings of $3.3 million in the third quarter of 2019.

Nine Months 2020 Highlights
Operating income before taxes decreased $15.5 million, or 5.4 percent, in the first nine months of 2020 compared to the first nine months of 2019.
Management fee revenue - policy issuance and renewal services increased $26.2 million, or 1.9 percent, in the first nine months of 2020 compared to the first nine months of 2019.
Management fee revenue - administrative services increased $1.9 million, or 4.5 percent, in the first nine months of 2020 compared to the first nine months of 2019.
Cost of operations - policy issuance and renewal services
Commissions increased $20.4 million in the first nine months of 2020 compared to the first nine months of 2019, primarily driven by a 1.9% increase in direct and affiliated assumed written premium growth and increases in agent incentive compensation due to improved agent profitability.
Non-commission expense increased $21.9 million in the first nine months of 2020 compared to the first nine months of 2019. Information technology costs increased $6.4 million primarily due to increases in hardware and software costs, personnel costs, and professional fees. Underwriting and policy processing expense increased $6.0 million primarily due to increases in personnel costs and underwriting report costs. Administrative and other costs increased $6.3 million primarily driven by increases in personnel costs and professional fees. Increased personnel costs in all categories included higher incentive plan award accruals due to Exchange's lower combined ratio and higher vacation accruals as employees took less vacation in the first nine months of 2020 as a result of the COVID-19 pandemic.

Income from investments before taxes totaled $18.8 million in the first nine months of 2020 compared to $33.1 million in the first nine months of 2019. Net investment income was $22.8 million in the first nine months of 2020 compared to $25.2 million in the first nine months of 2019. Net realized gains on investments were $1.6 million in the first nine months of 2020 compared to $5.5 million in the first nine months of 2019. Net impairment losses of $3.2 million in the first nine months of 2020 were driven by the COVID-19 pandemic's impact on the financial markets. Losses from limited partnerships were $2.4 million in the first nine months of 2020 compared to earnings of $2.5 million in the first nine months of 2019.

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Webcast Information
Indemnity has scheduled a pre-recorded audio broadcast on the Web for 10:00 AM ET on October 30, 2020.  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 11th largest homeowners insurer and 12th largest automobile insurer in the United States based on direct premiums written and the 16th 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 nearly 6 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:
potential impacts of the COVID-19 pandemic on the growth and financial condition of the Erie Insurance Exchange ("Exchange");
potential impacts of the COVID-19 pandemic on our operations, the business operations of our customers and/or independent agents, or our third-party vendor operations;
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;
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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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,
2020201920202019
(Unaudited)(Unaudited)
Operating revenue
Management fee revenue - policy issuance and renewal services, net$484,551 $474,427 $1,412,096 $1,385,923 
Management fee revenue - administrative services, net14,910 14,430 44,494 42,576 
Administrative services reimbursement revenue147,710 142,730 451,229 431,305 
Service agreement revenue6,310 7,155 19,418 20,754 
Total operating revenue653,481 638,742 1,927,237 1,880,558 
Operating expenses
Cost of operations - policy issuance and renewal services409,546 390,105 1,202,903 1,160,614 
Cost of operations - administrative services147,710 142,730 451,229 431,305 
Total operating expenses557,256 532,835 1,654,132 1,591,919 
Operating income96,225 105,907 273,105 288,639 
Investment income
Net investment income7,030 8,652 22,772 25,199 
Net realized investment gains5,915 1,696 1,635 5,501 
Net impairment losses recognized in earnings(122)(31)(3,192)(193)
Equity in earnings (losses) of limited partnerships3,615 3,289 (2,419)2,546 
Total investment income16,438 13,606 18,796 33,053 
Interest expense, net111 832 
Other (expense) income(964)100 (1,588)195 
Income before income taxes111,696 119,502 290,305 321,055 
Income tax expense22,480 25,333 59,786 63,821 
Net income$89,216 $94,169 $230,519 $257,234 
Net income per share
Class A common stock – basic$1.92 $2.02 $4.95 $5.52 
Class A common stock – diluted$1.71 $1.80 $4.41 $4.92 
Class B common stock – basic$287 $303 $742 $829 
Class B common stock – diluted$287 $303 $742 $828 
Weighted average shares outstanding – Basic
Class A common stock46,189,030 46,189,006 46,188,544 46,188,767 
Class B common stock2,542 2,542 2,542 2,542 
Weighted average shares outstanding – Diluted
Class A common stock52,310,429 52,325,125 52,312,588 52,317,275 
Class B common stock2,542 2,542 2,542 2,542 
Dividends declared per share
Class A common stock$0.965 $0.90 $2.895 $2.70 
Class B common stock$144.75 $135.00 $434.25 $405.00 
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Erie Indemnity Company
Statements of Financial Position
(in thousands)
September 30, 2020December 31, 2019
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$216,355 $336,739 
Available-for-sale securities13,429 32,810 
Equity securities2,381 
Receivables from Erie Insurance Exchange and affiliates, net501,192 468,636 
Prepaid expenses and other current assets52,008 44,943 
Federal income taxes recoverable3,965 462 
Accrued investment income5,973 5,433 
Total current assets792,922 891,404 
Available-for-sale securities, net894,625 697,891 
Equity securities94,435 64,752 
Limited partnership investments10,006 26,775 
Fixed assets, net254,908 221,379 
Agent loans, net58,339 60,978 
Deferred income taxes, net21,618 17,186 
Other assets32,489 35,875 
Total assets$2,159,342 $2,016,240 
Liabilities and shareholders' equity
Current liabilities:
Commissions payable$275,594 $262,963 
Agent bonuses85,709 96,053 
Accounts payable and accrued liabilities148,075 134,957 
Dividends payable44,940 44,940 
Contract liability37,420 35,938 
Deferred executive compensation12,701 10,882 
Current portion of long-term borrowings2,021 1,979 
Total current liabilities606,460 587,712 
Defined benefit pension plans169,358 145,659 
Long-term borrowings94,337 95,842 
Contract liability19,140 18,435 
Deferred executive compensation11,335 13,734 
Other long-term liabilities11,495 21,605 
Total liabilities912,125 882,987 
Shareholders’ equity1,247,217 1,133,253 
Total liabilities and shareholders’ equity$2,159,342 $2,016,240 
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