erie-20200728
0000922621false00009226212020-07-282020-07-28
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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):July 28, 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 July 30, 2020, Erie Indemnity Company (the "Company") issued a press release announcing financial results for the quarter and six months ended June 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 July 31, 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 six months ended June 30, 2020.



Item 8.01 Other Events.

At its meeting on July 28, 2020, the Company's Board of Directors approved the following quarterly dividend on shares of Erie
Indemnity Company Class A common stock:

Dividend Number: 360
Class A Rate Per Share: $0.965
Declaration Date: July 28, 2020
Ex-Dividend Date: October 2, 2020
Record Date: October 5, 2020
Payable Date: October 20, 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
      
July 30, 2020 By: /s/ Gregory J. Gutting
    Name: Gregory J. Gutting
    Title: Executive Vice President & CFO


Exhibit 99.1
ex991image033312020a1711.gif

Erie Indemnity Reports Second Quarter 2020 Results
Net Income per Diluted Share was $1.57 for the Quarter and $2.70 for the First Half of 2020
Erie, Pa. - July 30, 2020 - Erie Indemnity Company (NASDAQ: ERIE) today announced financial results for the quarter and six months ending June 30, 2020. Net income was $82.0 million, or $1.57 per diluted share, in the second quarter of 2020, compared to $87.8 million, or $1.68 per diluted share, in the second quarter of 2019. Net income was $141.3 million, or $2.70 per diluted share, in the first six months of 2020, compared to $163.1 million, or $3.12 per diluted share, in the first six 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. The Exchange experienced declines in new business in the second quarter of 2020 due to business disruptions and recessionary conditions which impacted our management fee revenue. The financial markets partially recovered in the second quarter of 2020, improving our investment results compared the first quarter of 2020.
2Q and First Half 2020
(in thousands)2Q'202Q'191H'201H'19
Operating income$91,189  $96,610  $176,880  $182,732  
Investment income11,553  9,652  2,358  19,447  
Interest expense and other income, net260  224  629  626  
Income before income taxes102,482  106,038  178,609  201,553  
Income tax expense20,505  18,284  37,306  38,488  
Net income$81,977  $87,754  $141,303  $163,065  

2Q 2020 Highlights
Operating income before taxes decreased $5.4 million, or 5.6 percent, in the second quarter of 2020 compared to the second quarter of 2019.
a.Management fee revenue - policy issuance and renewal services increased $3.3 million, or 0.7 percent, in the second quarter of 2020 compared to the second quarter of 2019.
b.Management fee revenue - administrative services increased $0.6 million, or 4.4 percent, in the second quarter of 2020 compared to the second quarter of 2019.
c.Cost of operations - policy issuance and renewal services
Commissions increased $5.2 million in the second quarter of 2020 compared to the second quarter of 2019, primarily driven by increases in agent incentive compensation. The estimated agent incentive payouts at June 30, 2020 are based on actual underwriting results for the two prior years and current year-to-date actual results and forecasted results for the remainder of 2020. Therefore, fluctuations in the current quarter underwriting results can impact the estimated incentive payout on a quarter-to-
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quarter basis. The Exchange experienced a significant decrease in automobile claims frequency beginning in March 2020 that continued through the second quarter of 2020 as a result of the COVID-19 pandemic which improved the agent profitability component of the agent incentive bonus.
Non-commission expense increased $3.6 million in the second quarter of 2020 compared to the second quarter of 2019. Information technology costs increased $2.3 million driven by increases in hardware and software costs primarily to support remote work capabilities for our employees and professional fees. Sales and advertising costs increased $1.6 million primarily driven by a new program to support agent charitable giving in response to the COVID-19 pandemic. Personnel costs in all categories increased slightly as increases in salaries and wages resulting from higher vacation accruals were partially offset by lower medical expenses due to the COVID-19 pandemic.

Income from investments before taxes totaled $11.6 million in the second quarter of 2020 compared to $9.7 million in the second quarter of 2019. Net realized gains on investments were $6.5 million in the second quarter of 2020 compared to $1.3 million in the second quarter of 2019 reflecting a partial financial market recovery. Net investment income was $7.4 million in the second quarter of 2020 compared to $8.0 million in the second quarter of 2019. Losses from limited partnerships were $2.3 million in the second quarter of 2020 compared to earnings of $0.4 million in the second quarter of 2019.

First Half 2020 Highlights
Operating income before taxes decreased $5.9 million, or 3.2 percent, in the first six months of 2020 compared to the first six months of 2019.
a.Management fee revenue - policy issuance and renewal services increased $16.0 million, or 1.8 percent, in the first six months of 2020 compared to the first six months of 2019.
b.Management fee revenue - administrative services increased $1.4 million, or 5.1 percent, in the first six months of 2020 compared to the first six months of 2019.
c.Cost of operations - policy issuance and renewal services
Commissions increased $14.2 million in the first six months of 2020 compared to the first six months of 2019, primarily driven by increases in agent incentive compensation. The increase was also driven by the growth in direct and affiliated assumed premiums written by the Exchange of 1.9 percent in the first six months of 2020.
Non-commission expense increased $8.6 million in the first six months of 2020 compared to the first six months of 2019. Information technology costs increased $5.3 million primarily due to increases in hardware and software costs, professional fees, and personnel costs. Underwriting and policy processing expense increased $2.8 million primarily due to increased personnel costs. Sales and advertising costs increased $2.0 million primarily driven by personnel costs and a new program to support agent charitable giving in response to the COVID-19 pandemic. Administrative and other costs decreased $2.4 million primarily driven by the change in the company stock price, which experienced a lower increase during the six months ended June 30, 2020 compared to the same period in 2019. Increased personnel costs in all categories included higher vacation accruals as employees took less vacation in the first six months as a result of the COVID-19 pandemic.
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Income from investments before taxes totaled $2.4 million in the first six months of 2020 compared to of $19.4 million in the first six months of 2019. Net investment income was $15.7 million in the first six months of 2020 compared to $16.5 million in the first six months of 2019. Net realized losses were $4.3 million in the first six months of 2020 compared to net realized gains of $3.8 million in the first six months of 2019 driven by decreases in the fair value of equity securities due to significant financial market volatility resulting from the COVID-19 pandemic. Net impairment losses of $3.1 million in the first six months of 2020 were also driven by the COVID-19 pandemic's impact on the financial markets. Losses from limited partnerships were $6.0 million in the first six months of 2020 compared to losses of $0.7 million in the first six months of 2019.

Webcast Information
Indemnity has scheduled a pre-recorded audio broadcast on the Web for 10:00 AM ET on July 31, 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;
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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 June 30,Six months ended June 30,
2020201920202019
(Unaudited)(Unaudited)
Operating revenue
Management fee revenue - policy issuance and renewal services, net$483,795  $480,513  $927,545  $911,496  
Management fee revenue - administrative services, net14,813  14,195  29,584  28,146  
Administrative services reimbursement revenue151,965  146,095  303,519  288,575  
Service agreement revenue6,446  6,907  13,108  13,599  
Total operating revenue657,019  647,710  1,273,756  1,241,816  
Operating expenses
Cost of operations - policy issuance and renewal services413,865  405,005  793,357  770,509  
Cost of operations - administrative services151,965  146,095  303,519  288,575  
Total operating expenses565,830  551,100  1,096,876  1,059,084  
Operating income91,189  96,610  176,880  182,732  
Investment income
Net investment income7,373  8,030  15,742  16,547  
Net realized investment gains (losses)6,526  1,302  (4,280) 3,805  
Net impairment losses recognized in earnings(17) (84) (3,070) (162) 
Equity in (losses) earnings of limited partnerships(2,329) 404  (6,034) (743) 
Total investment income11,553  9,652  2,358  19,447  
Interest expense, net 272   721  
Other (expense) income(258) 48  (624) 95  
Income before income taxes102,482  106,038  178,609  201,553  
Income tax expense20,505  18,284  37,306  38,488  
Net income$81,977  $87,754  $141,303  $163,065  
Net income per share
Class A common stock – basic$1.76  $1.88  $3.03  $3.50  
Class A common stock – diluted$1.57  $1.68  $2.70  $3.12  
Class B common stock – basic and diluted$264  $283  $455  $525  
Weighted average shares outstanding – Basic
Class A common stock46,187,808  46,188,994  46,188,299  46,188,668  
Class B common stock2,542  2,542  2,542  2,542  
Weighted average shares outstanding – Diluted
Class A common stock52,302,981  52,314,700  52,313,667  52,313,371  
Class B common stock2,542  2,542  2,542  2,542  
Dividends declared per share
Class A common stock$0.965  $0.90  $1.93  $1.80  
Class B common stock$144.75  $135.00  $289.50  $270.00  
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Erie Indemnity Company
Statements of Financial Position
(in thousands)
June 30, 2020December 31, 2019
(Unaudited)
Assets
Current assets:
Cash and cash equivalents$257,738  $336,739  
Available-for-sale securities27,409  32,810  
Equity securities1,416  2,381  
Receivables from Erie Insurance Exchange and affiliates, net506,690  468,636  
Prepaid expenses and other current assets60,668  44,943  
Federal income taxes recoverable 462  
Accrued investment income5,317  5,433  
Total current assets859,238  891,404  
Available-for-sale securities, net777,416  697,891  
Equity securities73,973  64,752  
Limited partnership investments15,463  26,775  
Fixed assets, net246,572  221,379  
Agent loans, net58,602  60,978  
Deferred income taxes, net18,895  17,186  
Other assets32,702  35,875  
Total assets$2,082,861  $2,016,240  
Liabilities and shareholders' equity
Current liabilities:
Commissions payable$282,436  $262,963  
Agent bonuses60,264  96,053  
Accounts payable and accrued liabilities137,745  134,957  
Dividends payable44,940  44,940  
Contract liability36,625  35,938  
Deferred executive compensation9,674  10,882  
Federal income taxes payable15,441   
Current portion of long-term borrowings1,998  1,979  
Total current liabilities589,123  587,712  
Defined benefit pension plans161,458  145,659  
Long-term borrowings94,849  95,842  
Contract liability18,826  18,435  
Deferred executive compensation9,571  13,734  
Other long-term liabilities14,895  21,605  
Total liabilities888,722  882,987  
Shareholders’ equity1,194,139  1,133,253  
Total liabilities and shareholders’ equity$2,082,861  $2,016,240  
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