Current Report Filing (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):		July 30, 2014

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))

Top of the Form

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2014, Erie Indemnity Company (the "Company") issued a press release announcing financial results for the quarter and six months ended June 30, 2014. A copy of the press release and financial information is attached hereto and is incorporated herein by reference as Exhibit 99.1 and Exhibit 99.2, respectively.

On August 1, 2014 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 and six months ended June 30, 2014.

Item 8.01 Other Events.

At its meeting on July 30, 2014, the Company's Board of Directors approved the following quarterly dividend on shares of Erie Indemnity Company Class A common stock:

Class A Rate Per Share: $0.635

Dividend Number: 336

Declaration Date: July 30, 2014

Ex-Dividend Date: September 30, 2014

Record Date: October 2, 2014

Payable Date: October 17, 2014

Item 9.01 Financial Statements and Exhibits.

Exhibit 99.1 Press Release

Exhibit 99.2 Financial Information

Top of the Form

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 31, 2014	By:	/s/ Marcia A. Dall

		Name: Marcia A. Dall
		Title: Executive Vice President & CFO

Top of the Form

Exhibit Index




Exhibit No.		Description

99.1		Press Release
99.2		Financial Information

Exhibit 99.1

CONTACT: Scott Beilharz, Investor Relations

814/870-7312 or 1-800-458-0811 ext. 7312

scott.beilharz@erieinsurance.com

Erie Indemnity Reports Second Quarter 2014 Results

Net Income per Diluted Share Up 11.0 percent, Earnings Up 10.0 percent

Erie, Pa. – July 31, 2014 – Erie Indemnity Company (NASDAQ: ERIE) today announced financial results for the quarter ending June 30, 2014.

“This continues to be a positive year for ERIE, thanks to our hard-working team of Agents and Employees,” says Terry Cavanaugh, president and chief executive officer. “Our growth and the recognition we received once again this year from organizations like J.D. Power and the Ward Group reflect our commitment and dedication to exceptional service.”

Net income attributable to Indemnity was $49 million, or $0.94 per diluted share, in the second quarter of 2014, compared to $44 million, or $0.84 per diluted share, in the second quarter of 2013. Net income attributable to Indemnity was $95 million, or $1.82 per diluted share, in the first six months of 2014, compared to $81 million, or $1.54 per diluted share, in the first six months of 2013. For both the second quarter and first six months of 2014, the growth was driven by increased revenue from management operations and lower expense growth.



2Q 2014 Highlights - Results of the Erie Insurance Group’s Operations⁽¹⁾

	Indemnity shareholder interest				Noncontrolling interest (Exchange)					Elimination of related party transactions						Erie Insurance Group
(dollars in millions)	2Q'14		2Q'13		2Q'14			2Q'13		2Q'14			2Q'13			2Q'14			2Q'13
Management operations	$	68	$	59	$	—		$	—	$	(60	)	$	(51	)	$	8		$	8
Property and casualty insurance operations⁽²⁾	—		—		(183		)	11		66			55			(117		)	66
Life insurance operations⁽²⁾	—		—		10			13		(1		)	(1		)	9			12
Investment operations	7		8		245			172		(5		)	(3		)	247			177
Income from operations before income taxes and noncontrolling interest	75		67		72			196		—			—			147			263
Provision for income taxes	26		23		18			63		—			—			44			86
Net income	$	49	$	44	$	54		$	133	$	—		$	—		$	103		$	177

(1)

The consolidated financial statements of Erie Indemnity Company (“Indemnity”) reflect the consolidated results of Indemnity and the Erie Insurance Exchange (“Exchange”), which we refer to collectively as the “Erie Insurance Group.” Indemnity, or Indemnity shareholder interest, refers to the interest in Erie Indemnity Company owned by the Class A and Class B shareholders. The Exchange refers to the noncontrolling interest held for the interest of the subscribers (policyholders), and includes its interest in its property and casualty subsidiaries and Erie Family Life Insurance Company (“EFL”).


(2)	All property and casualty and life insurance results accrue to the interest of the subscribers (policyholders) of the Exchange, or noncontrolling interest.

Management Operations

Revenue from management operations increased $30 million, or 8.7 percent, in the second quarter of 2014, compared to the second quarter of 2013. Direct written premium of the property and casualty insurance operations, upon which the management fee is calculated, increased 8.8 percent in the second quarter of 2014, due to a 4.5 percent increase in policies in force and a 4.2 percent increase in the year-over-year average premium per policy at June 30, 2014. The management fee rate was 25 percent for both the second quarters of 2014 and 2013.

Commissions increased $18 million, or 10.0 percent, in the second quarter of 2014, compared to the second quarter of 2013, primarily due to the 8.8 percent increase in direct written premium of the property and casualty insurance operations. Commission growth outpaced direct premium written growth primarily due to an increase in agent incentive costs.

Non-commission expense increased $3 million, or 2.8 percent, in the second quarter of 2014, compared to the second quarter of 2013. Hardware costs increased $2 million, while professional fees, underwriting reports, advertising and postage expense increased $1 million each. These cost increases were partially offset by a $3 million decrease in personnel costs, primarily from decreased employee incentive plan costs related to underwriting performance and decreased pension costs.



Management Operations

	Indemnity shareholder interest
(dollars in millions)	2Q'14			2Q'13
Management fee revenue, net	$	366		$	336
Service agreement revenue	8			8
Total revenue from management operations	$	374		$	344
Commissions	$	205		$	187
Non-commission expense	101			98
Total cost of management operations	$	306		$	285
Income from management operations before taxes	$	68		$	59
Gross margin	18.2		%	17.3		%

Investment Operations

Income from investment operations before taxes totaled $7 million in the second quarter of 2014, compared to $8 million in the second quarter of 2013. Net investment income increased $1 million and equity in earnings of limited partnerships decreased $2 million.



Investment Operations

	Indemnity shareholder interest
(dollars in millions)	2Q'14		2Q'13
Net investment income	$	4	$	3
Net realized gains on investments	0		0
Net impairment losses recognized in earnings	0		0
Equity in earnings of limited partnerships	3		5
Income from investment operations before taxes	$	7	$	8



Six Months Ended June 30, 2014 Results of the Erie Insurance Group’s Operations⁽¹⁾

	Indemnity shareholder interest				Noncontrolling interest (Exchange)					Elimination of related party transactions						Erie Insurance Group
(dollars in millions)	2014		2013		2014			2013		2014			2013			2014			2013
Management operations	$	126	$	108	$	—		$	—	$	(111	)	$	(93	)	$	15		$	15
Property and casualty insurance operations⁽²⁾	—		—		(287		)	22		120			100			(167		)	122
Life insurance operations⁽²⁾	—		—		23			24		(1		)	(1		)	22			23
Investment operations	18		15		423			530		(8		)	(6		)	433			539
Income from operations before income taxes and noncontrolling interest	144		123		159			576		—			—			303			699
Provision for income taxes	49		42		42			190		—			—			91			232
Net income	$	95	$	81	$	117		$	386	$	—		$	—		$	212		$	467

(1)


(2)	All property and casualty and life insurance results accrue to the interest of the subscribers (policyholders) of the Exchange, or noncontrolling interest.

Indemnity’s management operations pretax income totaled $126 million in the first six months of 2014, compared to $108 million in the first six months of 2013. The increase resulted in a gross margin of 18.0 percent for the first six months of 2014, compared to 16.7 percent for the first six months of 2013. Indemnity’s investment operations pretax income totaled $18 million in the first six months of 2014, compared to $15 million in the first six months of 2013.

Corporate Activity

On July 30, 2014, Indemnity’s Board of Directors approved a quarterly cash dividend of $0.635 per Class A common stock, payable on October 17, 2014, to shareholders of record at the close of business on October 2, 2014. This dividend rate represents a 7.2 percent increase over the quarterly dividend rate paid in 2013.

In the second quarter of 2014, Indemnity repurchased 114,158 shares of its outstanding Class A nonvoting common stock at a total cost of $8.2 million, based upon trade date, in conjunction with its current stock repurchase program. For the year through July 18, 2014, 272,057 shares were repurchased under this program at a total cost of $19.2 million. As of July 18, 2014, Indemnity had approximately $18 million in repurchase authority remaining under the existing stock repurchase program.

Webcast Information

Indemnity has scheduled a conference call and live audio broadcast on the Web for 10:00 AM ET on August 1, 2014. 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 Group’s website by 12:30 PM ET.

About the Erie Insurance Group

According to A.M. Best Company, Erie Insurance Group, based in Erie, Pennsylvania, is the 14^th largest homeowners insurer and 12^th largest automobile insurer in the United States based on direct premiums written and the 18^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 nearly 4.9 million policies in force and operates in 11 states and the District of Columbia. Erie Insurance Group is a FORTUNE 500 and Barron’s 500 company. Erie Insurance is proud to have received the J.D. Power award for “Highest in Customer Satisfaction with the Auto Insurance Purchase Experience” two years in a row. ERIE has also been recognized by Forbes as one of America's 50 Most Trustworthy Financial Companies and is on the list of Ward's 50 Group of top performing insurance companies, which analyzes the financial performance of 3,000 property and casualty companies and recognizes the top performers for achieving outstanding results in safety, consistency and financial performance over a five-year period (2009-2013).

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, agency relationships, 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:

Risk factors related to the Indemnity shareholder interest:


•	dependence on Indemnity’s relationship with the Exchange and the management fee under the agreement with the subscribers at the Exchange;


•	costs of providing services to the Exchange under the subscriber’s agreement;


•	ability to attract and retain talented management and employees;


•	ability to maintain uninterrupted business operations;


•	factors affecting the quality and liquidity of Indemnity’s investment portfolio;


•	credit risk from the Exchange;


•	Indemnity’s ability to meet liquidity needs and access capital; and


•	outcome of pending and potential litigation against Indemnity.

Risk factors related to the non-controlling interest owned by the Exchange, which includes the Property and Casualty Group and EFL:


•	general business and economic conditions;


•	dependence upon the independent agency system;


•	ability to maintain our reputation for customer service;


•	factors affecting insurance industry competition;


•	changes in government regulation of the insurance industry;


•	premium rates and reserves must be established from forecasts of ultimate costs;


•	emerging claims, coverage issues in the industry, and changes in reserve estimates related to the property and casualty business;


•	changes in reserve estimates related to the life business;


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


•	the Exchange’s ability to acquire reinsurance coverage and collectability from reinsurers;


•	factors affecting the quality and liquidity of the Exchange’s investment portfolio;


•	the Exchange’s ability to meet liquidity needs and access capital;


•	the Exchange’s ability to maintain acceptable financial strength rating;


•	outcome of pending and potential litigation against the Exchange; and


•	dependence upon the service provided by Indemnity.

A forward-looking statement speaks only as of the date on which it is made and reflects Indemnity’s analysis only as of that date. Indemnity undertakes 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

Consolidated Statements of Operations

(dollars in millions, except per share data)



	Three months ended June 30,					Six months ended June 30,
	2014		2013			2014		2013
Revenues	(Unaudited)					(Unaudited)
Premiums earned	$	1,319	$	1,215		$	2,607	$	2,390
Net investment income	111		104			220		207
Net realized investment gains	133		61			189		310
Net impairment losses recognized in earnings	0		(1		)	0		(1		)
Equity in earnings of limited partnerships	27		39			77		75
Other income	8		8			16		16
Total revenues	1,598		1,426			3,109		2,997
Benefits and expenses
Insurance losses and loss expenses	1,126		861			2,160		1,703
Policy acquisition and underwriting expenses	325		302			646		595
Total benefits and expenses	1,451		1,163			2,806		2,298

Income from operations before income taxes and noncontrolling interest	147		263			303		699
Provision for income taxes	44		86			91		232
Net income	$	103	$	177		$	212	$	467

Less: Net income attributable to noncontrolling interest in consolidated entity – Exchange	54		133			117		386

Net income attributable to Indemnity	$	49	$	44		$	95	$	81


Earnings Per Share
Net income attributable to Indemnity per share
Class A common stock – basic	$	1.05	$	0.95		$	2.04	$	1.73
Class A common stock – diluted	$	0.94	$	0.84		$	1.82	$	1.54
Class B common stock – basic and diluted	$	158	$	142		$	307	$	259

Weighted average shares outstanding attributable to Indemnity – Basic
Class A common stock	46,214,153		46,693,333			46,307,659		46,733,925
Class B common stock	2,542		2,542			2,542		2,542

Weighted average shares outstanding attributable to Indemnity – Diluted
Class A common stock	52,411,414		52,886,259			52,504,920		52,926,851
Class B common stock	2,542		2,542			2,542		2,542

Dividends declared per share
Class A common stock	$	0.6350	$	0.5925		$	1.2700	$	1.1850
Class B common stock	$	95.2500	$	88.8750		$	190.5000	$	177.7500

Erie Indemnity Company

Results of the Erie Insurance Group's Operations by Interest (Unaudited)

(in millions)



	Indemnity shareholder interest				Noncontrolling interest (Exchange)					Eliminations of related party transactions						Erie Insurance Group
	Three months ended June 30,				Three months ended June 30,					Three months ended June 30,						Three months ended June 30,
	2014		2013		2014			2013		2014			2013			2014			2013
Management operations:
Management fee revenue, net	$	366	$	336	$	—		$	—	$	(366	)	$	(336	)	$	—		$	—
Service agreement revenue	8		8		—			—		—			—			8			8
Total revenue from management operations	374		344		—			—		(366		)	(336		)	8			8
Cost of management operations	306		285		—			—		(306		)	(285		)	—			—
Income from management operations before taxes	68		59		—			—		(60		)	(51		)	8			8
Property and casualty insurance operations:
Net premiums earned	—		—		1,298			1,196		—			—			1,298			1,196
Losses and loss expenses	—		—		1,101			837		(2		)	(2		)	1,099			835
Policy acquisition and underwriting expenses	—		—		380			348		(64		)	(53		)	316			295
(Loss) income from property and casualty insurance operations before taxes	—		—		(183		)	11		66			55			(117		)	66
Life insurance operations: ⁽¹⁾
Total revenue	—		—		46			46		(1		)	(1		)	45			45
Total benefits and expenses	—		—		36			33		0			0			36			33
Income from life insurance operations before taxes	—		—		10			13		(1		)	(1		)	9			12
Investment operations: ⁽¹⁾
Net investment income	4		3		89			81		(5		)	(3		)	88			81
Net realized gains on investments	0		0		133			58		—			—			133			58
Net impairment losses recognized in earnings	0		0		0			0		—			—			0			0
Equity in earnings of limited partnerships	3		5		23			33		—			—			26			38
Income from investment operations before taxes	7		8		245			172		(5		)	(3		)	247			177
Income from operations before income taxes and noncontrolling interest	75		67		72			196		—			—			147			263
Provision for income taxes	26		23		18			63		—			—			44			86
Net income	$	49	$	44	$	54		$	133	$	—		$	—		$	103		$	177

(1) Earnings on life insurance related invested assets are integral to the evaluation of the life insurance operations because of the long duration of life products. On that basis, for presentation purposes, the life insurance operations in the table above include life insurance related investment results.

Erie Indemnity Company

Results of the Erie Insurance Group's Operations by Interest (Unaudited)

(in millions)



	Indemnity shareholder interest				Noncontrolling interest (Exchange)					Eliminations of related party transactions						Erie Insurance Group
	Six months ended June 30,				Six months ended June 30,					Six months ended June 30,						Six months ended June 30,
	2014		2013		2014			2013		2014			2013			2014			2013
Management operations:
Management fee revenue, net	$	685	$	632	$	—		$	—	$	(685	)	$	(632	)	$	—		$	—
Service agreement revenue	15		15		—			—		—			—			15			15
Total revenue from management operations	700		647		—			—		(685		)	(632		)	15			15
Cost of management operations	574		539		—			—		(574		)	(539		)	—			—
Income from management operations before taxes	126		108		—			—		(111		)	(93		)	15			15
Property and casualty insurance operations:
Net premiums earned	—		—		2,566			2,352		—			—			2,566			2,352
Losses and loss expenses	—		—		2,108			1,654		(3		)	(3		)	2,105			1,651
Policy acquisition and underwriting expenses	—		—		745			676		(117		)	(97		)	628			579
(Loss) income from property and casualty insurance operations before taxes	—		—		(287		)	22		120			100			(167		)	122
Life insurance operations: ⁽¹⁾
Total revenue	—		—		96			92		(1		)	(1		)	95			91
Total benefits and expenses	—		—		73			68		0			0			73			68
Income from life insurance operations before taxes	—		—		23			24		(1		)	(1		)	22			23
Investment operations: ⁽¹⁾
Net investment income	8		7		173			160		(8		)	(6		)	173			161
Net realized gains on investments	1		0		183			304		—			—			184			304
Net impairment losses recognized in earnings	0		0		0			0		—			—			0			0
Equity in earnings of limited partnerships	9		8		67			66		—			—			76			74
Income from investment operations before taxes	18		15		423			530		(8		)	(6		)	433			539
Income from operations before income taxes and noncontrolling interest	144		123		159			576		—			—			303			699
Provision for income taxes	49		42		42			190		—			—			91			232
Net income	$	95	$	81	$	117		$	386	$	—		$	—		$	212		$	467

Erie Indemnity Company

Reconciliation of Operating Income to Net Income

Reconciliation of operating income to net income

We disclose operating income, a non-GAAP financial measure, to enhance our investors’ understanding of our performance related to the Indemnity shareholder interest. Our method of calculating this measure may differ from those used by other companies, and therefore comparability may be limited.

Indemnity defines operating income as net income excluding realized capital gains and losses, impairment losses and related federal income taxes.

Indemnity uses operating income to evaluate the results of its operations. It reveals trends that may be obscured by the net effects of realized capital gains and losses including impairment losses. Realized capital gains and losses, including impairment losses, may vary significantly between periods and are generally driven by business decisions and economic developments such as capital market conditions which are not related to our ongoing operations. We are aware that the price to earnings multiple commonly used by investors as a forward-looking valuation technique uses operating income as the denominator. Operating income should not be considered as a substitute for net income prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and does not reflect Indemnity’s overall profitability.

The following table reconciles operating income and net income for the Indemnity shareholder interest:



	Indemnity Shareholder Interest
	Three months ended June 30,				Six months ended June 30,
(in millions, except per share data)	2014		2013		2014			2013
	(Unaudited)				(Unaudited)
Operating income attributable to Indemnity	$	49	$	44	$	94		$	81
Net realized gains and impairments on investments	0		0		1			0
Income tax expense	0		0		0			0
Realized gains and impairments, net of income taxes	0		0		1			0
Net income attributable to Indemnity	$	49	$	44	$	95		$	81

Per Indemnity Class A common share-diluted:
Operating income attributable to Indemnity	$	0.94	$	0.84	$	1.81		$	1.54
Net realized gains and impairments on investments	0.00		0.00		0.02			0.00
Income tax expense	0.00		0.00		(0.01		)	0.00
Realized gains and impairments, net of income taxes	0.00		0.00		0.01			0.00
Net income attributable to Indemnity	$	0.94	$	0.84	$	1.82		$	1.54

Erie Indemnity Company

Consolidated Statements of Financial Position

(in millions)



	June 30, 2014		December 31, 2013
	(Unaudited)
Assets
Investments – Indemnity
Available-for-sale securities, at fair value:
Fixed maturities	$	497	$	526
Equity securities	26		50
Limited partnerships	141		146
Other invested assets	1		1
Investments – Exchange
Available-for-sale securities, at fair value:
Fixed maturities	8,701		8,162
Equity securities	914		819
Trading securities, at fair value	3,377		3,202
Limited partnerships	931		940
Other invested assets	20		20
Total investments	14,608		13,866

Cash and cash equivalents (Exchange portion of $237 and $403, respectively)	300		452
Premiums receivable from policyholders – Exchange	1,287		1,167
Reinsurance recoverable – Exchange	168		172
Deferred income taxes – Indemnity	1		2
Deferred acquisition costs – Exchange	579		566
Other assets (Exchange portion of $405 and $337, respectively)	517		451
Total assets	$	17,460	$	16,676

Liabilities and shareholders’ equity
Liabilities
Indemnity liabilities
Other liabilities	$	451	$	476
Exchange liabilities
Losses and loss expense reserves	3,964		3,747
Life policy and deposit contract reserves	1,789		1,758
Unearned premiums	2,788		2,598
Deferred income taxes	557		450
Other liabilities	90		97
Total liabilities	9,639		9,126

Indemnity's shareholders’ equity	755		734

Noncontrolling interest in consolidated entity – Exchange	7,066		6,816
Total equity	7,821		7,550
Total liabilities, shareholders’ equity and noncontrolling interest	$	17,460	$	16,676