erie-20220426

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 26, 2022


			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. ☐

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Item 2.02 Results of Operations and Financial Condition.

On April 28, 2022, Erie Indemnity Company (the "Company") issued a press release announcing financial results for the quarter ended March 31, 2022. 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 29, 2022 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 ended March 31, 2022.

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

(a) The Company held its 97th Annual Meeting of Shareholders (the “Annual Meeting”) on April 26, 2022. 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 re-elected all 11 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.			2,520
Eugene C. Connell			2,520
Salvatore Correnti			2,520
LuAnn Datesh			2,520
Jonathan Hirt Hagen			2,520
Thomas B. Hagen			2,520
C. Scott Hartz			2,520
Brian A. Hudson, Sr.			2,520
George R. Lucore			2,520
Thomas W. Palmer			2,520
Elizabeth Hirt Vorsheck			2,520

Shareholders were also asked to approve the continuation of the Company’s Equity Compensation Plan, as amended and restated. The continuation of the Equity Compensation Plan was unanimously approved by the 2,520 votes cast.

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Item 8.01 Other Events.

At its meeting on April 26, 2022, the Company's Board of Directors approved the following quarterly dividend on shares of Erie Indemnity Company Class A common stock:

Dividend Number: 368

Class A Rate Per Share: $1.11

Declaration Date: April 26, 2022

Ex-Dividend Date: July 5, 2022

Record Date: July 6, 2022

Payable Date: July 20, 2022

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						Press Release
99.2						Financial Information
104						Cover 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

April 28, 2022

By:

/s/ Gregory J. Gutting

Name: Gregory J. Gutting

Title: Executive Vice President & CFO

Exhibit 99.1

Erie Indemnity Reports First Quarter 2022 Results

Net Income was $68.6 million, Earnings per Diluted Share was $1.31

ERIE, Pa., April 28, 2022 - Erie Indemnity Company (NASDAQ: ERIE) today announced financial results for the quarter ending March 31, 2022. Net income was $68.6 million, or $1.31 per diluted share, in the first quarter of 2022, compared to $73.6 million, or $1.41 per diluted share, in the first quarter of 2021.



1Q 2022


(in thousands)	1Q'22		1Q'21
Operating income	$	84,312	$	76,095
Investment income	3,009		17,988
Interest expense and other, net	526		1,528
Income before income taxes	86,795		92,555
Income tax expense	18,176		18,989
Net income	$	68,619	$	73,566

1Q 2022 Highlights

Operating income before taxes increased $8.2 million, or 10.8 percent, in the first quarter of 2022 compared to the first quarter of 2021.

•Management fee revenue - policy issuance and renewal services increased $32.3 million, or 7.1 percent, in the first quarter of 2022 compared to the first quarter of 2021.

•Management fee revenue - administrative services decreased $0.5 million, or 3.6 percent, in the first quarter of 2022 compared to the first quarter of 2021.

•Cost of operations - policy issuance and renewal services

◦Commissions increased $19.8 million in the first quarter of 2022 compared to the first quarter of 2021, primarily driven by the growth in direct and affiliated assumed written premium, primarily in lines of business that pay a higher commission rate.

◦Non-commission expense increased $4.2 million in the first quarter of 2022 compared to the first quarter of 2021. Sales and advertising increased $1.8 million primarily due to agent related expenses. Administrative and other costs increased $3.1 million primarily due to an increase in professional fees compared to the same period in 2021.

Income from investments before taxes totaled $3.0 million in the first quarter of 2022 compared to $18.0 million in the first quarter of 2021. Net investment income was $10.5 million in the first quarter of 2022 compared to $17.1 million in the first quarter of 2021. Included in net investment income is $2.8 million of limited partnership earnings in the first quarter of 2022 compared to $9.0 million in the first quarter of 2021. Net realized and unrealized losses on investments were $7.3 million in the first quarter of 2022 compared to net realized and unrealized gains of $0.8 million in the first quarter of 2021.

Webcast Information

Indemnity has scheduled a pre-recorded audio broadcast on the Web for 10:00 AM ET on April 29, 2022. 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 12th largest homeowners insurer, 13th largest automobile insurer and 13th largest commercial lines insurer in the United States based on direct premiums written. Founded in 1925, Erie Insurance is a Fortune 500 company and the 16th largest property/casualty insurer in the United States based on total lines net premium written. Rated A+ (Superior) by A.M. Best, ERIE has more than 6 million policies in force and operates in 12 states and the District of Columbia.

News releases and more information are available on ERIE's website 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 Erie Insurance Exchange ("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;

◦litigation and regulatory actions;

◦emergence of significant unexpected events, including pandemics;

◦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;

•outcome of pending and potential litigation;

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

•our ability to meet liquidity needs and access capital.

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.

Exhibit 99.2

Erie Indemnity Company

Statements of Operations

(dollars in thousands, except per share data)


	Three months ended March 31,
	2022		2021
	(Unaudited)
Operating revenue
Management fee revenue - policy issuance and renewal services	$	487,992	$	455,718
Management fee revenue - administrative services	14,313		14,847
Administrative services reimbursement revenue	163,327		153,533
Service agreement revenue	6,478		6,079
Total operating revenue	672,110		630,177

Operating expenses
Cost of operations - policy issuance and renewal services	424,471		400,549
Cost of operations - administrative services	163,327		153,533

Total operating expenses	587,798		554,082
Operating income	84,312		76,095

Investment income
Net investment income	10,504		17,097
Net realized and unrealized investment (losses) gains	(7,279)		804
Net impairment (losses) recoveries recognized in earnings	(216)		87

Total investment income	3,009		17,988

Interest expense	999		1,009
Other income (expense)	473		(519)
Income before income taxes	86,795		92,555
Income tax expense	18,176		18,989
Net income	$	68,619	$	73,566


Net income per share
Class A common stock – basic	$	1.47	$	1.58
Class A common stock – diluted	$	1.31	$	1.41
Class B common stock – basic and diluted	$	221	$	237


Weighted average shares outstanding – Basic
Class A common stock	46,188,761		46,188,860
Class B common stock	2,542		2,542

Weighted average shares outstanding – Diluted
Class A common stock	52,300,501		52,315,958
Class B common stock	2,542		2,542

Dividends declared per share
Class A common stock	$	1.110	$	1.035
Class B common stock	$	166.50	$	155.25

Erie Indemnity Company

Statements of Financial Position

(in thousands)


	March 31, 2022		December 31, 2021
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	141,305	$	183,702
Available-for-sale securities	46,155		38,396

Receivables from Erie Insurance Exchange and affiliates, net	478,754		479,123
Prepaid expenses and other current assets	78,877		56,206

Accrued investment income	6,255		6,303
Total current assets	751,346		763,730

Available-for-sale securities, net	877,165		907,689
Equity securities	78,069		87,743

Fixed assets, net	396,072		374,802
Agent loans, net	61,579		58,683
Deferred income taxes, net	9,818		145
Other assets	49,804		49,265
Total assets	$	2,223,853	$	2,242,057

Liabilities and shareholders' equity
Current liabilities:
Commissions payable	$	287,989	$	270,746
Agent bonuses	31,507		120,437
Accounts payable and accrued liabilities	186,386		138,317
Dividends payable	51,693		51,693
Contract liability	34,872		34,935
Deferred executive compensation	6,752		12,637

Current portion of long-term borrowings	2,132		2,098
Total current liabilities	601,331		630,863

Defined benefit pension plans	139,231		130,383
Long-term borrowings	91,177		91,734
Contract liability	17,493		17,686
Deferred executive compensation	13,821		14,571
Other long-term liabilities	26,600		14,342
Total liabilities	889,653		899,579










Shareholders’ equity	1,334,200		1,342,478
Total liabilities and shareholders’ equity	$	2,223,853	$	2,242,057