Erie Indemnity 10Q 2024 Q1 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___to___

Commission file number 0-24000


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

Pennsylvania

25-0466020

(State or other jurisdiction of

(IRS Employer

incorporation or organization)

Identification No.)

100 Erie Insurance Place,

Erie,

Pennsylvania

16530

(Address of principal executive offices)

(Zip Code)


			814			870-2000
			(Registrant’s telephone number, including area code)


			Not applicable
			(Former name, former address and former fiscal year, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s Class A Common Stock as of the latest practicable date was 46,189,068 at April 19, 2024.

The number of shares outstanding of the registrant’s Class B Common Stock as of the latest practicable date was 2,542 at April 19, 2024.

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PART I.			FINANCIAL INFORMATION

Item 1.			Financial Statements (Unaudited)

			Statements of Operations – Three months ended March 31 , 202 4 and 202 3

			Statements of Comprehensive Income – Three months ended March 31, 2024 and 2023

			Statements of Financial Position – March 3 1 , 202 4 and December 31, 202 3

			Statements of Shareholders' Equity – Three months ended March 31, 2024 and 2023

			Statements of Cash Flows – Three months ended March 31, 2024 and 2023

			Notes to Financial Statements – March 31 , 202 4

Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.			Quantitative and Qualitative Disclosures About Market Risk

Item 4.			Controls and Procedures


PART II.			OTHER INFORMATION

Item 1.			Legal Proceedings

Item 1A.			Risk Factors

Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds



Item 6.			Exhibits


			SIGNATURES

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ERIE INDEMNITY COMPANY

STATEMENTS OF OPERATIONS (UNAUDITED)

(dollars in thousands, except per share data)


	Three months ended
	March 31,
	2024		2023
Operating revenue
Management fee revenue - policy issuance and renewal services	$	665,686	$	558,090
Management fee revenue - administrative services	16,934		15,189
Administrative services reimbursement revenue	191,567		172,827
Service agreement revenue	6,514		6,359
Total operating revenue	880,701		752,465

Operating expenses
Cost of operations - policy issuance and renewal services	550,322		469,095
Cost of operations - administrative services	191,567		172,827

Total operating expenses	741,889		641,922
Operating income	138,812		110,543

Investment income
Net investment income	15,903		2,183
Net realized and unrealized investment gains (losses)	1,853		(5,282)
Net impairment losses recognized in earnings	(2,677)		(1,633)

Total investment income (loss)	15,079		(4,732)


Other income	3,411		3,337
Income before income taxes	157,302		109,148
Income tax expense	32,750		22,907
Net income	$	124,552	$	86,241


Net income per share
Class A common stock – basic	$	2.67	$	1.85
Class A common stock – diluted	$	2.38	$	1.65
Class B common stock – basic and diluted	$	401	$	278


Weighted average shares outstanding – Basic
Class A common stock	46,189,014		46,188,819
Class B common stock	2,542		2,542

Weighted average shares outstanding – Diluted
Class A common stock	52,301,803		52,296,621
Class B common stock	2,542		2,542

Dividends declared per share
Class A common stock	$	1.275	$	1.19
Class B common stock	$	191.25	$	178.50

See accompanying notes to Financial Statements. See Note 11, "Accumulated Other Comprehensive Income (Loss)", for amounts reclassified out of accumulated other comprehensive income (loss) into the Statements of Operations.

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ERIE INDEMNITY COMPANY

STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)


	Three months ended
	March 31,
	2024		2023
Net income	$	124,552	$	86,241

Other comprehensive (loss) income, net of tax
Change in unrealized holding (losses) gains on available-for-sale securities	(754)		10,494
Amortization of prior service costs and net actuarial gain on pension and other postretirement plans	(1,076)		(2,742)
Total other comprehensive (loss) income, net of tax	(1,830)		7,752
Comprehensive income	$	122,722	$	93,993

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ERIE INDEMNITY COMPANY

STATEMENTS OF FINANCIAL POSITION

(dollars in thousands, except per share data)


	March 31,		December 31,
	2024		2023
Assets	(Unaudited)
Current assets:
Cash and cash equivalents (includes restricted cash of $13,331 and $12,542, respectively)	$	144,872	$	144,055
Available-for-sale securities	76,693		82,017

Receivables from Erie Insurance Exchange and affiliates, net	641,691		625,338
Prepaid expenses and other current assets	69,050		69,321

Accrued investment income	9,465		9,458
Total current assets	941,771		930,189

Available-for-sale securities, net	892,952		879,224
Equity securities	86,578		84,253

Fixed assets, net	461,914		442,610
Agent loans, net	57,470		58,434

Defined benefit pension plan	66,270		34,320

Other assets, net	48,839		42,934
Total assets	$	2,555,794	$	2,471,964

Liabilities and shareholders' equity
Current liabilities:
Commissions payable	$	384,613	$	353,709
Agent incentive compensation	26,968		68,077
Accounts payable and accrued liabilities	213,062		175,622
Dividends payable	59,377		59,377
Contract liability	40,555		41,210
Deferred executive compensation	2,941		10,982



Total current liabilities	727,516		708,977

Defined benefit pension plan	23,792		26,260

Contract liability	20,000		19,910
Deferred executive compensation	23,216		20,936
Deferred income taxes, net	6,593		11,481
Other long-term liabilities	28,497		21,565
Total liabilities	829,614		809,129

Shareholders’ equity
Class A common stock, stated value $0.0292 per share; 74,996,930 shares authorized; 68,299,200 shares issued; 46,189,068 shares outstanding	1,992		1,992
Class B common stock, convertible at a rate of 2,400 Class A shares for one Class B share, stated value $70 per share; 3,070 shares authorized; 2,542 shares issued and outstanding	178		178
Additional paid-in-capital	16,466		16,466
Accumulated other comprehensive loss	(15,230)		(13,400)
Retained earnings	2,868,864		2,803,689

Total contributed capital and retained earnings	2,872,270		2,808,925
Treasury stock, at cost; 22,110,132 shares held	(1,169,317)		(1,169,165)
Deferred compensation	23,227		23,075
Total shareholders’ equity	1,726,180		1,662,835
Total liabilities and shareholders’ equity	$	2,555,794	$	2,471,964

See accompanying notes to Financial Statements.

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ERIE INDEMNITY COMPANY

STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

Three months ended March 31, 2024 and 2023

(dollars in thousands, except per share data)


	Class A common stock		Class B common stock		Additional paid-in-capital		Accumulated other comprehensive loss		Retained earnings		Treasury stock		Deferred compensation		Total shareholders' equity
Balance, December 31, 2023	$	1,992	$	178	$	16,466	$	(13,400)	$	2,803,689	$	(1,169,165)	$	23,075	$	1,662,835

Net income									124,552						124,552
Other comprehensive loss							(1,830)								(1,830)
Dividends declared:
Class A $1.275 per share									(58,891)						(58,891)
Class B $191.25 per share									(486)						(486)

Deferred compensation											(861)		861		0
Rabbi trust distribution (1)											709		(709)		0
Balance, March 31, 2024	$	1,992	$	178	$	16,466	$	(15,230)	$	2,868,864	$	(1,169,317)	$	23,227	$	1,726,180


	Class A common stock		Class B common stock		Additional paid-in-capital		Accumulated other comprehensive income (loss)		Retained earnings		Treasury stock		Deferred compensation		Total shareholders' equity
Balance, December 31, 2022	$	1,992	$	178	$	16,481	$	(7,414)	$	2,583,261	$	(1,168,949)	$	22,859	$	1,448,408

Net income									86,241						86,241
Other comprehensive income							7,752								7,752
Dividends declared:
Class A $1.19 per share									(54,965)						(54,965)
Class B $178.50 per share									(454)						(454)
Net purchase of treasury stock (2)					(15)						0				(15)
Deferred compensation											(822)		822		0
Rabbi trust distribution (1)											416		(416)		0
Balance, March 31, 2023	$	1,992	$	178	$	16,466	$	338	$	2,614,083	$	(1,169,355)	$	23,265	$	1,486,967

(1)Distributions of our Class A shares were made from the rabbi trust to three incentive compensation deferral plan participants in 2024 and two in 2023.

(2)Net purchase of treasury stock in 2023 includes the repurchase of our Class A common stock in the open market that were subsequently distributed to satisfy stock-based compensation awards.

See accompanying notes to Financial Statements.

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ERIE INDEMNITY COMPANY

STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Three months ended
	March 31,
	2024		2023
Cash flows from operating activities
Management fee received	$	664,288	$	557,905
Administrative services reimbursements received	209,846		197,632
Service agreement revenue received	6,514		6,359
Net investment income received	15,950		13,746

Commissions paid to agents	(315,059)		(261,812)
Incentive compensation paid to agents	(72,413)		(98,925)
Salaries and wages paid	(82,203)		(75,938)
Pension contribution and employee benefits paid	(54,376)		(20,048)
General operating expenses paid	(80,064)		(80,779)
Administrative services expenses paid	(208,432)		(189,739)
Income taxes recovered (paid)	3,142		(370)

Net cash provided by operating activities	87,193		48,031

Cash flows from investing activities
Purchase of investments:
Available-for-sale securities	(77,530)		(47,594)
Equity securities	(7,137)		(9,707)

Other investments	0		(3)
Proceeds from investments:
Available-for-sale securities sales	25,922		42,715
Available-for-sale securities maturities/calls	46,926		14,402
Equity securities	6,927		5,430

Other investments	0		151
Purchase of fixed assets	(22,446)		(19,142)

Loans to agents	(2,507)		(903)
Collections on agent loans	2,846		2,325
Net cash used in investing activities	(26,999)		(12,326)

Cash flows from financing activities


Dividends paid to shareholders	(59,377)		(55,419)




Net cash used in financing activities	(59,377)		(55,419)

Net increase (decrease) in cash, cash equivalents, and restricted cash	817		(19,714)
Cash, cash equivalents, and restricted cash beginning of period	144,055		142,090
Cash, cash equivalents, and restricted cash end of period	$	144,872	$	122,376

Supplemental disclosure of noncash transactions
Liability incurred to purchase fixed assets	$	16,382	$	—
Operating lease assets obtained in exchange for lease liabilities	$	2,872	$	670

See accompanying notes to Financial Statements.

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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Nature of Operations

Erie Indemnity Company ("Indemnity", "we", "us", "our") is a publicly held Pennsylvania business corporation that has since its incorporation in 1925 served as the attorney-in-fact for the subscribers (policyholders) at the Erie Insurance Exchange ("Exchange"). The Exchange, which also commenced business in 1925, is a Pennsylvania-domiciled reciprocal insurer that writes property and casualty insurance.

Our primary function as attorney-in-fact is to perform policy issuance and renewal services on behalf of the subscribers at the Exchange. We also act as attorney-in-fact on behalf of the subscribers at the Exchange with respect to all claims handling and investment management services, as well as the service provider for all claims handling, life insurance, and investment management services for the Exchange's insurance subsidiaries, collectively referred to as "administrative services". Acting as attorney-in-fact in these two capacities is done in accordance with a subscriber's agreement (a limited power of attorney) executed individually by each subscriber (policyholder), which appoints Indemnity as each subscriber's attorney-in-fact to transact certain business on their behalf. In accordance with the subscriber's agreement for acting as attorney-in-fact in these two capacities, we retain a management fee calculated as a percentage of the direct and affiliated assumed premiums written by the Exchange.

The policy issuance and renewal services we provide on behalf of the subscribers at the Exchange are related to the sales, underwriting and issuance of policies. The sales related services we provide include agent compensation and certain sales and advertising support services. Agent compensation includes scheduled commissions to agents based upon premiums written as well as incentive compensation, which is earned by achieving targeted measures. The underwriting services we provide include underwriting and policy processing. The remaining services we provide include customer service and administrative support. We also provide information technology services that support all the functions listed above. Included in these expenses are allocations of costs for departments that support these policy issuance and renewal functions.

Consistent with its legal structure as a reciprocal insurer, the Exchange does not have any employees or officers. Therefore, it enters into contractual relationships by and through the subscribers' attorney-in-fact. Indemnity serves as the attorney-in-fact on behalf of the subscribers at the Exchange with respect to its administrative services as enumerated in the subscriber's agreement. The Exchange's insurance subsidiaries also utilize Indemnity for these services in accordance with the service agreements between each of the subsidiaries and Indemnity. Claims handling services include costs incurred in the claims process, including the adjustment, investigation, defense, recording and payment functions. Life insurance management services include costs incurred in the management and processing of life insurance business. Investment management services are related to investment trading activity, accounting and all other functions attributable to the investment of funds. Included in these expenses are allocations of costs for departments that support these administrative functions. The subscriber's agreement and service agreements provide for reimbursement of amounts incurred for these services to Indemnity. Reimbursements are settled at cost. State insurance regulations require that intercompany service agreements and any material amendments be approved in advance by the state insurance department.

Our results of operations are tied to the growth and financial condition of the Exchange. If any events occurred that impaired the Exchange’s ability to grow or sustain its financial condition, including but not limited to reduced financial strength ratings, disruption in the independent agency relationships, significant catastrophe losses, or products not meeting customer demands, the Exchange could find it more difficult to retain its existing business and attract new business. A decline in the business of the Exchange almost certainly could have as a consequence a decline in the total premiums paid and a correspondingly adverse effect on the amount of the management fees we receive. We also have an exposure to a concentration of credit risk related to the unsecured receivables due from the Exchange for net management fee and other reimbursements. See Note 12, "Concentrations of Credit Risk".

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Note 2. Significant Accounting Policies

Basis of presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. For further information, refer to the financial statements and footnotes included in our Form 10-K for the year ended December 31, 2023 as filed with the Securities and Exchange Commission ("SEC") on February 26, 2024.

Use of estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recently issued accounting standards and disclosure rules

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which requires entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported period of profit or loss, and requires entities with a single reporting segment to provide all disclosures required by Topic 280. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The update is required to be applied retrospectively to prior periods presented in the financial statements, based on the significant segment expense categories identified and disclosed in the period of adoption. This will have no impact on our financial statements. We are currently evaluating the impact of adoption on our disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which requires entities to disclose specific categories in an effective tax rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and certain information about income taxes paid. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments can be applied on either a prospective or retrospective basis. This will have no impact on our financial statements. We are currently evaluating the impact of adoption on our disclosures.

In March 2024, the SEC adopted final rules under SEC Release No. 33-11275, "The Enhancement and Standardization of Climate-Related Disclosures for Investors", requiring registrants to disclose certain climate-related information in registration statements and annual reports. The final rules include disclosure of climate-related risks that are reasonably likely to have a material impact on a registrant’s business, results of operations, or financial condition. Disclosures related to significant effects of severe weather events and other natural conditions and amounts related to carbon offsets and renewable energy credits or certificates, are required in the financial statements in certain circumstances. Disclosure requirements will phase in for fiscal years beginning in 2025 and be applied prospectively upon adoption. On April 4, 2024, the SEC determined to voluntarily stay the final rules pending ongoing litigation. We are currently evaluating the impact of adoption on our disclosures.

Other assets

Other assets primarily include limited partnership investments, other loans receivable, held-to-maturity securities, operating lease assets, and other long-term prepaid assets. Limited partnership investments are recorded using the equity method of accounting. Other loans receivable include loans issued to fund real estate development projects supporting revitalization efforts in our community. The loans are carried at unpaid principal balance, including any paid-in-kind interest capitalized as additional principal, if applicable, net of a current expected credit loss allowance. Any current portion of other loans receivable is recorded in prepaid expenses and other current assets. Held-to-maturity securities are carried at amortized cost, net of a current expected credit loss allowance. The allowances are calculated using the estimated value of, and priority rights to, collateral in the event of default or external loss rates based on comparable losses, and considers current market conditions and forecasted information. Changes to the allowances are recognized in earnings as adjustments to net impairment recoveries (losses) or other income (expense) depending on the nature of the asset. Interest on other loans receivable and held-to-maturity securities is recorded primarily in investment income as earned.

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Note 3. Revenue

The majority of our revenue is derived from the subscriber’s agreement between us and the subscribers (policyholders) at the Exchange. In accordance with the subscriber’s agreement, we retain a management fee calculated as a percentage, not to exceed 25%, of all direct and affiliated assumed written premiums of the Exchange. We allocate a portion of our management fee revenue, currently 25% of the direct and affiliated assumed written premiums of the Exchange, between the two performance obligations we have under the subscriber’s agreement. The first performance obligation is to provide policy issuance and renewal services to the subscribers (policyholders) at the Exchange, and the second is to act as attorney-in-fact on behalf of the subscribers at the Exchange, as well as the service provider for the Exchange's insurance subsidiaries, with respect to all administrative services.

The transaction price, including management fee revenue and administrative services reimbursement revenue, includes variable consideration and is allocated based on the estimated standalone selling prices developed using industry information and other available information for similar services. A constraining estimate of variable consideration exists related to the potential for management fees to be returned if a policy were to be cancelled mid-term. Management fees are returned to the Exchange when policyholders cancel their insurance coverage mid-term and premiums are refunded to them. The constraining estimate is determined using the expected value method, based on both historical and current information. The estimated transaction price, as reduced by the constraint, reflects consideration expected for performance of our services. We update the transaction price and the related allocation at least annually based upon the most recent information available or more frequently if there have been significant changes in any components considered in the transaction price.

The first performance obligation is to provide policy issuance and renewal services that result in executed insurance policies between the Exchange or one of its insurance subsidiaries and the subscriber (policyholder). The subscriber (policyholder) receives economic benefits when substantially all the policy issuance or renewal services are complete and an insurance policy is issued or renewed by the Exchange or one of its insurance subsidiaries. It is at the time of policy issuance or renewal that the allocated portion of revenue is recognized.

Consistent with its legal structure as a reciprocal insurer, the Exchange does not have any employees or officers. Therefore, it enters into contractual relationships by and through the subscribers' attorney-in-fact. Indemnity serves as the attorney-in-fact on behalf of the subscribers at the Exchange with respect to its administrative services as enumerated in the subscriber's agreement. The Exchange's insurance subsidiaries also utilize Indemnity for these services in accordance with the service agreements between each of the subsidiaries and Indemnity. Collectively, these services represent a second performance obligation under the subscriber’s agreement and the service agreements. The revenue allocated to this performance obligation is recognized over a four-year period representing the time over which these services are provided. The portion of revenue not yet earned is recorded as a contract liability in the Statements of Financial Position. During the three months ended March 31, 2024, we recognized revenue of $15.0 million that was included in the contract liability balance as of December 31, 2023. During the three months ended March 31, 2023, we recognized revenue of $13.3 million that was included in the contract liability balance as of December 31, 2022. The administrative services expenses we incur and the related reimbursements we receive are recorded gross in the Statements of Operations.

Indemnity records a receivable from the Exchange for management fee revenue when the premium is written or assumed from affiliates by the Exchange. Indemnity collects the management fee from the Exchange when the Exchange collects the premiums from the subscribers (policyholders). As the Exchange issues policies with annual terms only, cash collections generally occur within one year.

The following table disaggregates revenue by our two performance obligations for the three months ended March 31:



(in thousands)	2024		2023
Management fee revenue - policy issuance and renewal services	$	665,686	$	558,090

Management fee revenue - administrative services	16,934		15,189
Administrative services reimbursement revenue	191,567		172,827
Total revenue from administrative services	$	208,501	$	188,016

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Note 4. Earnings Per Share

Class A and Class B basic earnings per share and Class B diluted earnings per share are calculated under the two-class method. The two-class method allocates earnings to each class of stock based upon its dividend rights. Class B shares are convertible into Class A shares at a conversion ratio of 2,400 to 1. See Note 10, "Capital Stock".

Class A diluted earnings per share is calculated under the if-converted method, which reflects the conversion of Class B shares to Class A shares. Diluted earnings per share calculations include the dilutive effect of assumed issuance of stock-based awards under compensation plans that have the option to be paid in stock using the treasury stock method.

A reconciliation of the numerators and denominators used in the basic and diluted per-share computations is presented as follows for each class of common stock for the three months ended March 31:



	2024					2023
(dollars in thousands, except per share data)	Allocated net income (numerator)		Weighted shares (denominator)	Per-share amount		Allocated net income (numerator)		Weighted shares (denominator)	Per-share amount
Class A – Basic EPS:
Income available to Class A stockholders	$	123,532	46,189,014	$	2.67	$	85,535	46,188,819	$	1.85
Dilutive effect of stock-based awards	0		11,989	—		0		7,002	—
Assumed conversion of Class B shares	1,020		6,100,800	—		706		6,100,800	—
Class A – Diluted EPS:
Income available to Class A stockholders on Class A equivalent shares	$	124,552	52,301,803	$	2.38	$	86,241	52,296,621	$	1.65
Class B – Basic and diluted EPS:
Income available to Class B stockholders	$	1,020	2,542	$	401	$	706	2,542	$	278

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Note 5. Fair Value

Financial instruments carried at fair value

Our available-for-sale and equity securities are recorded at fair value, which is the price that would be received to sell the asset in an orderly transaction between willing market participants as of the measurement date.

Valuation techniques used to derive the fair value of our available-for-sale and equity securities are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources. Unobservable inputs reflect our own assumptions regarding fair market value for these securities. Financial instruments are categorized based upon the following characteristics or inputs to the valuation techniques:

•Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

•Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•Level 3 – Unobservable inputs for the asset or liability.

Estimates of fair values for our investment portfolio are obtained primarily from a nationally recognized pricing service. Our Level 1 securities are valued using an exchange traded price provided by the pricing service. Pricing service valuations for Level 2 securities include multiple verifiable, observable inputs including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data. Pricing service valuations for Level 3 securities are based upon proprietary models and are used when observable inputs are not available or in illiquid markets.

Although virtually all of our prices are obtained from third party sources, we also perform internal pricing reviews, including evaluating the methodology and inputs used to ensure that we determine the proper classification level of the financial instrument and reviewing securities with price changes that vary significantly from current market conditions or independent price sources. Price variances are investigated and corroborated by market data and transaction volumes. We have reviewed the pricing methodologies of our pricing service as well as other observable inputs and believe that the prices adequately consider market activity in determining fair value.

In limited circumstances we adjust the price received from the pricing service when, in our judgment, a better reflection of fair value is available based upon corroborating information and our knowledge and monitoring of market conditions such as a disparity in price of comparable securities and/or non-binding broker quotes. In other circumstances, certain securities are internally priced because prices are not provided by the pricing service.

When a price from the pricing service is not available, values are determined by obtaining broker/dealer quotes and/or market comparables. When available, we obtain multiple quotes for the same security. The ultimate value for these securities is determined based upon our best estimate of fair value using corroborating market information. As of March 31, 2024, nearly all of our available-for-sale and equity securities were priced using a third party pricing service.

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The following tables present our fair value measurements on a recurring basis by asset class and level of input as of:


	March 31, 2024
(in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities:




Corporate debt securities	$	595,295	$	0	$	591,387	$	3,908
Collateralized debt obligations	113,088		0		113,088		0
Commercial mortgage-backed securities	110,880		0		96,303		14,577
Residential mortgage-backed securities	132,787		0		132,787		0
Other debt securities	16,556		0		16,556		0
U.S. Treasury	1,039		0		1,039		0
Total available-for-sale securities	969,645		0		951,160		18,485
Equity securities:
Financial services sector	70,834		500		65,390		4,944
Utilities sector	5,876		0		5,876		0
Energy sector	3,698		0		3,698		0
Consumer sector	4,425		0		2,925		1,500
Technology sector	1,500		0		0		1,500
Industrial sector	221		0		197		24
Communications sector	24		24		0		0
Total equity securities	86,578		524		78,086		7,968
Total	$	1,056,223	$	524	$	1,029,246	$	26,453


	December 31, 2023
(in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities:




Corporate debt securities	$	588,688	$	0	$	584,182	$	4,506
Collateralized debt obligations	112,468		0		112,468		0
Commercial mortgage-backed securities	102,720		0		91,726		10,994
Residential mortgage-backed securities	140,055		0		138,521		1,534
Other debt securities	17,310		0		17,310		0

Total available-for-sale securities	961,241		0		944,207		17,034
Equity securities:
Financial services sector	69,900		816		63,750		5,334
Utilities sector	5,810		0		5,810		0
Energy sector	3,901		0		3,901		0
Consumer sector	3,915		0		2,415		1,500
Technology sector	500		0		0		500
Industrial sector	180		0		180		0
Communications sector	47		47		0		0
Total equity securities	84,253		863		76,056		7,334
Total	$	1,045,494	$	863	$	1,020,263	$	24,368

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We review the fair value hierarchy classifications each reporting period. Transfers between hierarchy levels may occur due to changes in available market observable inputs.

Level 3 Assets – 2024 Year-to-Date Change:


(in thousands)	Beginning balance at December 31, 2023		Included in earnings(1)		Included in other comprehensive income (loss)		Purchases		Sales		Transfers into Level 3(2)		Transfers out of Level 3(2)		Ending balance at March 31, 2024
Available-for-sale securities:
Corporate debt securities	$	4,506	$	3	$	41	$	343	$	(302)	$	1,622	$	(2,305)	$	3,908

Commercial mortgage-backed securities	10,994		(254)		94		1,595		0		6,005		(3,857)		14,577
Residential mortgage- backed securities	1,534		(5)		(24)		0		(40)		0		(1,465)		0

Total available-for-sale securities	17,034		(256)		111		1,938		(342)		7,627		(7,627)		18,485
Equity securities	7,334		86		—		1,000		0		24		(476)		7,968
Total Level 3 securities	$	24,368	$	(170)	$	111	$	2,938	$	(342)	$	7,651	$	(8,103)	$	26,453

Level 3 Assets – 2023 Year-to-Date Change:


(in thousands)	Beginning balance at December 31, 2022		Included in earnings(1)		Included in other comprehensive income (loss)		Purchases		Sales		Transfers into Level 3(2)		Transfers out of Level 3(2)		Ending balance at March 31, 2023
Available-for-sale securities:
Corporate debt securities	$	3,686	$	(28)	$	85	$	753	$	(645)	$	1,498	$	(846)	$	4,503

Commercial mortgage-backed securities	10,910		(191)		217		589		0		137		(5,247)		6,415
Residential mortgage-backed securities	4,184		(5)		96		0		(87)		33		(4,188)		33

Total available-for-sale securities	18,780		(224)		398		1,342		(732)		1,668		(10,281)		10,951
Equity securities	3,779		(38)		—		958		0		0		0		4,699
Total Level 3 securities	$	22,559	$	(262)	$	398	$	2,300	$	(732)	$	1,668	$	(10,281)	$	15,650

(1)These amounts are reported as net investment income and net realized and unrealized investment gains (losses) for each of the periods presented above.

(2)Transfers into and/or (out) of Level 3 are primarily attributable to the availability of market observable information and the re-evaluation of the observability of pricing inputs.

Financial instruments not carried at fair value

The following table presents the carrying values and fair values of financial instruments categorized as Level 3 in the fair value hierarchy that are recorded at carrying value as of:


	March 31, 2024				December 31, 2023
(in thousands)	Carrying value		Fair value		Carrying value		Fair value
Agent loans, net	$	67,448	$	63,281	$	67,787	$	66,445
Other loans receivable, net (1)	10,713		10,713		10,713		10,713


Held-to-maturity securities, net (2)	4,833		4,833		—		—

(1) The current and long-term portions of other loans receivable are included in the line items "Prepaid expenses and other current assets" and "Other assets, net", respectively, in the Statements of Financial Position.

(2) Held-to-maturity securities are included in the line item "Other assets, net" in the Statement of Financial Position.

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Note 6. Investments

Fixed maturity securities

See Note 5, "Fair Value" for additional fair value disclosures. The following tables summarize the amortized cost and estimated fair value, net of credit loss allowance, of our fixed maturity securities as of:


	March 31, 2024
(in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value




Available-for-sale securities:
Corporate debt securities	$	606,788	$	3,872	$	15,365	$	595,295
Collateralized debt obligations	114,223		244		1,379		113,088
Commercial mortgage-backed securities	113,857		1,329		4,306		110,880
Residential mortgage-backed securities	148,917		53		16,183		132,787
Other debt securities	17,077		115		636		16,556
U.S. Treasury	1,044		0		5		1,039
Total available-for-sale securities, net	1,001,906		5,613		37,874		969,645

Held-to-maturity securities - states & political subdivisions	4,833		0		0		4,833

Total fixed maturity securities, net	$	1,006,739	$	5,613	$	37,874	$	974,478


	December 31, 2023
(in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Available-for-sale securities:




Corporate debt securities	$	600,639	$	4,594	$	16,545	$	588,688
Collateralized debt obligations	114,400		156		2,088		112,468
Commercial mortgage-backed securities	106,019		1,410		4,709		102,720
Residential mortgage-backed securities	153,633		69		13,647		140,055
Other debt securities	17,862		136		688		17,310

Total available-for-sale securities, net	$	992,553	$	6,365	$	37,677	$	961,241

The amortized cost and estimated fair value of available-for-sale and held-to-maturity securities at March 31, 2024 are shown below by remaining contractual term to maturity. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	March 31, 2024
	Amortized		Estimated
(in thousands)	cost		fair value
Available-for-sale securities:
Due in one year or less	$	72,252	$	71,072
Due after one year through five years	418,035		408,886
Due after five years through ten years	194,162		192,549
Due after ten years	317,457		297,138
Total available-for-sale securities, net (1)	1,001,906		969,645

Held-to-maturity securities - due after ten years	4,833		4,833

Total fixed maturity securities, net	$	1,006,739	$	974,478

(1)The contractual maturities of our available-for-sale securities are included in the table. However, given our intent to sell certain impaired securities, these securities are classified as current assets in our Statement of Financial Position at March 31, 2024.

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The below securities have been evaluated for credit impairment using criteria described within Note 2, "Significant Accounting Policies, of Notes to Financial Statements" included in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 26, 2024. The gross unrealized losses are primarily attributable to changes in interest rates and are not deemed to be credit-related. We do not have the intent to sell these securities and it is more likely than not that we would not be required to sell these securities before the anticipated recovery of the amortized cost basis.

The following tables present available-for-sale securities based on length of time in a gross unrealized loss position as of:


	March 31, 2024
	Less than 12 months				12 months or longer				Total
(dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses		No. of holdings





Corporate debt securities	$	72,273	$	728	$	318,640	$	14,637	$	390,913	$	15,365	615
Collateralized debt obligations	25,013		52		52,090		1,327		77,103		1,379		136
Commercial mortgage-backed securities	16,051		167		28,294		4,139		44,345		4,306		121
Residential mortgage-backed securities	29,413		754		100,997		15,429		130,410		16,183		169
Other debt securities	3,732		57		7,051		579		10,783		636		36
U.S. Treasury	1,039		5		0		0		1,039		5		1
Total available-for-sale securities	$	147,521	$	1,763	$	507,072	$	36,111	$	654,593	$	37,874	1,078
Quality breakdown of available-for-sale securities:
Investment grade	$	132,559	$	1,507	$	465,791	$	32,547	$	598,350	$	34,054	671
Non-investment grade	14,962		256		41,281		3,564		56,243		3,820		407
Total available-for-sale securities	$	147,521	$	1,763	$	507,072	$	36,111	$	654,593	$	37,874	1,078


	December 31, 2023
	Less than 12 months				12 months or longer				Total
(dollars in thousands)	Fair value		Unrealized losses		Fair value		Unrealized losses		Fair value		Unrealized losses		No. of holdings





Corporate debt securities	$	50,853	$	546	$	338,322	$	15,999	$	389,175	$	16,545	590
Collateralized debt obligations	3,911		15		87,005		2,073		90,916		2,088		142
Commercial mortgage-backed securities	9,148		157		30,145		4,552		39,293		4,709		108
Residential mortgage-backed securities	30,271		297		101,761		13,350		132,032		13,647		164
Other debt securities	2,084		62		7,475		626		9,559		688		32

Total available-for-sale securities	$	96,267	$	1,077	$	564,708	$	36,600	$	660,975	$	37,677	1,036
Quality breakdown of available-for-sale securities:
Investment grade	$	87,774	$	807	$	517,090	$	32,511	$	604,864	$	33,318	651
Non-investment grade	8,493		270		47,618		4,089		56,111		4,359		385
Total available-for-sale securities	$	96,267	$	1,077	$	564,708	$	36,600	$	660,975	$	37,677	1,036

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Credit loss allowances

The following tables present a roll-forward of the allowances for credit losses on fixed maturity securities and financing receivables for the three months ended March 31:


	2024
(in thousands)	Available-for-sale securities		Held-to-maturity securities		Other loans receivable		Agent loans
Balance, beginning of period	$	597	$	0	$	11,081	$	957
Provision and recoveries	164		2,167		172		0
Sales/collections and write-offs	(186)		0		0		0
Balance, end of period	$	575	$	2,167	$	11,253	$	957


	2023
(in thousands)	Available-for-sale securities		Held-to-maturity securities		Other loans receivable		Agent loans
Balance, beginning of period	$	249	$	—	$	3,775	$	957
Provision and recoveries	201		—		32		0
Sales/collections and write-offs	(102)		—		(98)		0
Balance, end of period	$	348	$	—	$	3,709	$	957

Net investment income

Investment income (loss), net of expenses, was generated from the following portfolios for the three months ended March 31:



(in thousands)	2024		2023
Available-for-sale securities	$	11,613	$	9,833
Equity securities	1,218		1,015
Limited partnerships (1)	525		(10,752)
Cash equivalents and other	2,948		2,105
Total investment income	16,304		2,201
Less: investment expenses	401		18
Net investment income	$	15,903	$	2,183

(1)Limited partnership income (losses) include both realized gains (losses) and unrealized valuation changes. Our limited partnership investments are included in the line item "Other assets" in the Statements of Financial Position. We have made no new significant limited partnership commitments since 2006, and the balance of limited partnership investments is expected to decline over time as additional distributions are received.

Net realized and unrealized investment gains (losses)

Realized and unrealized gains (losses) on investments were as follows for the three months ended March 31:



(in thousands)	2024		2023
Available-for-sale securities:
Gross realized gains	$	270	$	206
Gross realized losses	(532)		(1,825)
Net realized losses on available-for-sale securities	(262)		(1,619)
Equity securities	2,115		(3,663)

Net realized and unrealized investment gains (losses)	$	1,853	$	(5,282)

The portion of net unrealized gains (losses) recognized during the reporting period related to equity securities held at the reporting date is calculated as follows for the three months ended March 31:



(in thousands)	2024		2023
Equity securities:
Net gains (losses) recognized during the period	$	2,115	$	(3,663)
Less: net gains (losses) recognized on securities sold	67		(2,504)
Net unrealized gains (losses) recognized on securities held at reporting date	$	2,048	$	(1,159)

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Net impairment losses recognized in earnings

Impairments on investments were as follows for the three months ended March 31:



(in thousands)	2024		2023
Available-for-sale securities:
Intent to sell	$	(174)	$	(1,432)
Credit impaired	(164)		(201)
Total available-for-sale securities	(338)		(1,633)
Held-to-maturity securities - expected credit losses	(2,167)		—

Other loans receivable - expected credit losses	(172)		0
Net impairment losses recognized in earnings	$	(2,677)	$	(1,633)

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Note 7. Bank Line of Credit

We have access to a $100 million bank revolving line of credit with a $25 million letter of credit sublimit that expires on October 29, 2026. As of March 31, 2024, a total of $99.2 million remains available under the facility due to $0.8 million outstanding letters of credit, which reduce the availability for letters of credit to $24.2 million. We had no borrowings outstanding on our line of credit as of March 31, 2024. Investments with a fair value of $117.1 million were pledged as collateral on the line of credit at March 31, 2024. These investments have no trading restrictions and are reported as available-for-sale securities and cash and cash equivalents on our Statement of Financial Position as of March 31, 2024. The bank requires compliance with certain covenants, which include leverage ratios and debt restrictions. We are in compliance with all covenants at March 31, 2024.

Note 8. Postretirement Benefits

Pension plans

Our pension plans consist of a noncontributory defined benefit pension plan covering substantially all employees and an unfunded supplemental employee retirement plan ("SERP") for certain members of executive and senior management. The pension plan provides benefits to covered individuals satisfying certain age and service requirements. The defined benefit pension plan and SERP each provide benefits through a final average earnings formula.

Although we are the sponsor of these postretirement plans and record the funded status of these plans, there are reimbursements between us and the Exchange and its subsidiaries for their allocated share of pension income or cost. These reimbursements represent pension benefits for employees performing administrative services and an allocated share of plan (income) cost for employees in departments that support the administrative functions. For the three months ended March 31, 2024, we reimbursed the Exchange and its subsidiaries for approximately 61% of the annual defined benefit pension income, and the Exchange and its subsidiaries reimbursed us for approximately 34% of the annual SERP cost. For our funded pension plan, amounts are settled in cash for the portion of pension (income) cost allocated to the Exchange and its subsidiaries. For our unfunded SERP, we pay the obligations when due and amounts are settled in cash between entities when there is a payout.

Our defined benefit pension plan funding policy is generally to contribute an amount equal to the greater of the target normal cost for the plan year, or the amount necessary to fund the plan to 100%. Accordingly, we made a $33 million contribution in January 2024. The funded pension plan net benefit asset is presented separately from the unfunded plan as a non-current asset on our Statements of Financial Position.

Pension plan income includes the following components for the three months ended March 31:



(in thousands)	2024		2023
Service cost for benefits earned	$	8,651	$	7,191
Interest cost on benefit obligation	13,145		12,548
Expected return on plan assets	(20,198)		(17,218)
Prior service cost amortization	389		362
Net actuarial gain amortization	(1,751)		(3,833)
Settlement gain	(249)		—
Pension plan income (1)	$	(13)	$	(950)

(1)Pension plan income represents total plan income before reimbursements between Indemnity and the Exchange and its subsidiaries. The components of pension plan income other than the service cost components are included in the line item "Other income" in the Statements of Operations, net of reimbursements between Indemnity and the Exchange and its subsidiaries.

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Note 9. Income Taxes

Income tax expense is provided on an interim basis based upon our estimate of the annual effective income tax rate, adjusted each quarter for discrete items. For the three months ended March 31, 2024 and 2023, our effective tax rate was 20.8% and 21.0%, respectively.

Note 10. Capital Stock

Class A and B common stock

Holders of Class B shares may, at their option, convert their shares into Class A shares at the rate of 2,400 Class A shares per Class B share. There were no shares of Class B common stock converted into Class A common stock during the three months ended March 31, 2024 and the year ended December 31, 2023. There is no provision for conversion of Class A shares into Class B shares, and Class B shares surrendered for conversion cannot be reissued.

Stock repurchases

In 2011, our Board of Directors approved a continuation of the current stock repurchase program of $150 million, with no time limitation. There were no shares repurchased under this program during the three months ended March 31, 2024 and the year ended December 31, 2023. We had approximately $17.8 million of repurchase authority remaining under this program at March 31, 2024.

Note 11. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income ("AOCI") (loss) by component, including amounts reclassified to other comprehensive income ("OCI") (loss) and the related line item in the Statements of Operations where net income is presented, are as follows for the three months ended March 31:



	2024						2023
(in thousands)	Before Tax		Income Tax		Net		Before Tax		Income Tax		Net
Investment securities:
AOCI (loss), beginning of period	$	(31,402)	$	(6,595)	$	(24,807)	$	(66,571)	$	(13,980)	$	(52,591)
OCI (loss) before reclassifications	(1,554)		(326)		(1,228)		10,032		2,107		7,925
Realized investment losses	262		55		207		1,619		340		1,279
Impairment losses	338		71		267		1,633		343		1,290

OCI (loss)	(954)		(200)		(754)		13,284		2,790		10,494
AOCI (loss), end of period	$	(32,356)	$	(6,795)	$	(25,561)	$	(53,287)	$	(11,190)	$	(42,097)

Pension and other postretirement plans:
AOCI, beginning of period	$	14,439	$	3,032	$	11,407	$	57,186	$	12,009	$	45,177

Amortization of prior service costs	389		82		307		362		76		286
Amortization of net actuarial gain	(1,751)		(368)		(1,383)		(3,833)		(805)		(3,028)
OCI (loss)	(1,362)		(286)		(1,076)		(3,471)		(729)		(2,742)
AOCI, end of period	$	13,077	$	2,746	$	10,331	$	53,715	$	11,280	$	42,435

Total
AOCI (loss), beginning of period	$	(16,963)	$	(3,563)	$	(13,400)	$	(9,385)	$	(1,971)	$	(7,414)
Investment securities	(954)		(200)		(754)		13,284		2,790		10,494
Pension and other postretirement plans	(1,362)		(286)		(1,076)		(3,471)		(729)		(2,742)
OCI (loss)	(2,316)		(486)		(1,830)		9,813		2,061		7,752
AOCI (loss), end of period	$	(19,279)	$	(4,049)	$	(15,230)	$	428	$	90	$	338

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Note 12. Concentrations of Credit Risk

Financial instruments could potentially expose us to concentrations of credit risk, including our unsecured receivables from the Exchange. The majority of our revenue and receivables are from the Exchange and its affiliates. See also Note 1, "Nature of Operations". Net management fee amounts and other reimbursements due from the Exchange and its affiliates were $641.7 million and $625.3 million at March 31, 2024 and December 31, 2023, respectively, which includes a current expected credit loss allowance of $0.6 million in both periods.

Note 13. Commitments and Contingencies

We have an agreement with a bank for an agent loan participation program. The maximum amount of loans to be funded through this program is $100 million. We have committed to fund a minimum of 30% of each loan executed through this program. As of March 31, 2024, outstanding loans executed under this agreement totaled $54.6 million, of which our portion of the loans is $18.5 million. Additionally, we have agreed to guarantee a portion of the funding provided by the other participants in the program in the event of default. As of March 31, 2024, our maximum potential amount of future payments on the guaranteed portion is $7.3 million. All loan payments under the participation program are current as of March 31, 2024. On April 23, 2024, we increased the maximum amount of loans to be funded through the agent loan participation program to $150 million.

We also have contingent obligations for guarantees related to certain real estate development projects supporting revitalization efforts in our community. As of March 31, 2024, our maximum potential obligation related to guarantees is $7.8 million.

We are involved in litigation arising in the ordinary course of conducting business. In accordance with current accounting standards for loss contingencies and based upon information currently known to us, we establish reserves for litigation when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss or range of loss can be reasonably estimated. When no amount within the range of loss is a better estimate than any other amount, we accrue the minimum amount of the estimable loss. To the extent that such litigation against us may have an exposure to a loss in excess of the amount we have accrued, we believe that such excess would not be material to our financial condition, results of operations, or cash flows. Legal fees are expensed as incurred. We believe that our accruals for legal proceedings are appropriate and, individually and in the aggregate, are not expected to be material to our financial condition, results of operations, or cash flows.

We review all litigation on an ongoing basis when making accrual and disclosure decisions. For certain legal proceedings, we cannot reasonably estimate losses or a range of loss, if any, particularly for proceedings that are in their early stages of development or where the plaintiffs seek indeterminate damages. Various factors, including, but not limited to, the outcome of potentially lengthy discovery and the resolution of important factual questions, may need to be determined before probability can be established or before a loss or range of loss can be reasonably estimated. If the loss contingency in question is not both probable and reasonably estimable, we do not establish an accrual and the matter will continue to be monitored for any developments that would make the loss contingency both probable and reasonably estimable. In the event that a legal proceeding results in a substantial judgment against, or settlement by, us, there can be no assurance that any resulting liability or financial commitment would not have a material adverse effect on our financial condition, results of operations, or cash flows.

Note 14. Subsequent Events

Other than increasing the maximum amount of loans to be funded through the agent loan participation program as discussed in Note 13, "Commitments and Contingencies", no items were identified in this period subsequent to the financial statement date that required adjustment or additional disclosure.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of financial condition and results of operations highlights significant factors influencing Erie Indemnity Company ("Indemnity", "we", "us", "our"). This discussion should be read in conjunction with the historical financial statements and the related notes thereto included in Part I, Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q, and with Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for the year ended December 31, 2023, as contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2024.

INDEX


			Page Number
Cautionary Statement Regarding Forward-Looking Information			22

Recent Accounting Standards and Disclosure Rules			23
Operating Overview			23
Results of Operations			25




Financial Condition			31



Liquidity and Capital Resources			32

Critical Accounting Estimates			34

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

"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, including technological innovations;

◦dependence upon the independent agency system; and

◦ability to maintain our brand, including 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 and economic or social inflation;

◦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 subscribers at 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;

•compliance with complex and evolving laws and regulations and outcome of pending and potential litigation;

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

•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.

RECENT ACCOUNTING STANDARDS AND DISCLOSURE RULES

See Part I, Item 1. "Financial Statements - Note 2, Significant Accounting Policies, of Notes to Financial Statements" contained within this report for a discussion of recently issued accounting standards and disclosure rules, and the impact on our financial statements if known.

OPERATING OVERVIEW

Overview

We serve as the attorney-in-fact for the subscribers (policyholders) at the Exchange, a reciprocal insurer that writes property and casualty insurance. Our primary function as attorney-in-fact is to perform policy issuance and renewal services on behalf of the subscribers at the Exchange. We also act as attorney-in-fact on behalf of the subscribers at the Exchange, as well as the service provider for the Exchange's insurance subsidiaries, with respect to all administrative services.

The Exchange is a reciprocal insurance exchange, which is an unincorporated association of individuals, partnerships and corporations that agree to insure one another. Each applicant for insurance (a subscriber) to the Exchange signs a subscriber's agreement, which contains an appointment of Indemnity as their attorney-in-fact to transact the business of the Exchange on their behalf. In accordance with the subscriber’s agreement for acting as attorney-in-fact in these two capacities, we retain a management fee calculated as a percentage of the direct and affiliated assumed premiums written by the Exchange.

Our earnings are primarily driven by the management fee revenue generated for the services we provide on behalf of the subscribers at the Exchange. The policy issuance and renewal services we provide are related to the sales, underwriting and issuance of policies. The sales related services we provide include agent compensation and certain sales and advertising support services. Agent compensation includes scheduled commissions to agents based upon premiums written as well as incentive compensation, which is earned by achieving targeted measures. Agent compensation generally comprises approximately two-thirds of our policy issuance and renewal expenses. The underwriting services we provide include underwriting and policy processing. The remaining services we provide include customer service and administrative support. We also provide information technology services that support all the functions listed above. Included in these expenses are allocations of costs for departments that support these policy issuance and renewal functions.

Consistent with its legal structure as a reciprocal insurer, the Exchange does not have any employees or officers. Therefore, it enters into contractual relationships by and through the subscribers' attorney-in-fact. Indemnity serves as the attorney-in-fact on behalf of the subscribers at the Exchange with respect to its administrative services as enumerated in the subscriber's agreement. The Exchange's insurance subsidiaries also utilize Indemnity for these services in accordance with the service agreements between each of the subsidiaries and Indemnity. Claims handling services include costs incurred in the claims process, including the adjustment, investigation, defense, recording and payment functions. Life insurance management services include costs incurred in the management and processing of life insurance business. Investment management services are related to investment trading activity, accounting and all other functions attributable to the investment of funds. In 2023, approximately 71% of the administrative services expenses were entirely attributable to the respective administrative functions (claims handling, life insurance management and investment management), while the remaining 29% of these expenses were allocations of costs for departments that support these administrative functions. The expenses we incur and related reimbursements we receive for administrative services are presented gross in our Statements of Operations. The subscriber's agreement and service agreements provide for reimbursement of amounts incurred for these services to Indemnity. Reimbursements are settled at cost on a monthly basis. State insurance regulations require that intercompany service agreements and any material amendments be approved in advance by the state insurance department.

Our results of operations are tied to the growth and financial condition of the Exchange as the Exchange is our sole customer, and our earnings are largely generated from management fees based on the direct and affiliated assumed premiums written by the Exchange. The Exchange generates revenue by insuring preferred and standard risks, with personal lines comprising 70% of the 2023 direct and affiliated assumed written premiums and commercial lines comprising the remaining 30%. The principal

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personal lines products are private passenger automobile and homeowners. The principal commercial lines products are commercial multi-peril, commercial automobile and workers compensation.

Financial Overview


	Three months ended March 31,
(dollars in thousands, except per share data)	2024		2023		% Change
	(Unaudited)


Operating income	$	138,812	$	110,543	25.6	%
Total investment income (loss)	15,079		(4,732)		NM

Other income	3,411		3,337		2.2
Income before income taxes	157,302		109,148		44.1
Income tax expense	32,750		22,907		43.0
Net income	$	124,552	$	86,241	44.4	%
Net income per share – diluted	$	2.38	$	1.65	44.4	%

NM = not meaningful

Operating income increased in the first quarter of 2024, compared to the same period in 2023, as growth in operating revenue outpaced the growth in operating expenses. Management fee revenue for policy issuance and renewal services increased 19.3% to $665.7 million in the first quarter of 2024. Management fee revenue is based upon the management fee rate we charge and the direct and affiliated assumed premiums written by the Exchange. The management fee rate was 25% for both 2024 and 2023. The direct and affiliated assumed premiums written by the Exchange increased 19.0% to $2.7 billion in the first quarter of 2024, compared to the same period in 2023.

Cost of operations for policy issuance and renewal services increased 17.3% to $550.3 million in the first quarter of 2024, compared to the same period in 2023, primarily due to higher scheduled commissions driven by direct and affiliated assumed written premium growth, as well as increased agent incentive compensation, employee compensation, and agent-related costs.

Management fee revenue for administrative services increased 11.5% to $16.9 million in the first quarter of 2024 compared to the same period in 2023. The administrative services reimbursement revenue and corresponding cost of operations increased both total operating revenue and total operating expenses by $191.6 million in the first quarter of 2024, but had no net impact on operating income.

Total investment income increased $19.8 million in the first quarter of 2024 compared to the same period in 2023 primarily due to an increase in net investment income as well as net realized and unrealized investment gains in 2024 compared to net losses in 2023.

General Conditions and Trends Affecting Our Business

Economic conditions

Unfavorable changes in economic conditions, including declining consumer confidence, inflation, high unemployment, and the threat of recession, among others, may lead the Exchange’s customers to modify coverage, not renew policies, or even cancel policies, which could adversely affect the premium revenue of the Exchange, and consequently our management fee revenue. Elevated inflation or supply chain disruptions could impact the Exchange's operations and our management fees. In particular, unanticipated increased inflation costs including medical cost inflation, building material cost inflation, auto repair and replacement cost inflation, and social inflation may impact adequacy of estimated loss reserves and future premium rates of the Exchange. If any of these items impacted the financial condition or operations of the Exchange, it could have an impact on our financial results. See Financial Condition and Liquidity and Capital Resources contained within this report, as well as Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 26, 2024 for a discussion of the potential impacts to our operations or those of the Exchange.

Financial market volatility

Our portfolio of fixed maturity and equity security investments is subject to market volatility, especially in periods of instability in the worldwide financial markets. Over time, net investment income could also be impacted by volatility and by the general level of interest rates, which impact reinvested cash flow from the portfolio and business operations. Depending upon market conditions, considerable fluctuation could occur in the fair value of our investment portfolio and reported total investment income, which could have an adverse impact on our financial condition, results of operations, and cash flows. Various ongoing geopolitical events, the uncertain inflationary environment, and a potential economic slowdown could have a significant impact on the global financial markets with the potential for future losses and/or impairments on our investment portfolio.

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RESULTS OF OPERATIONS

Management fee revenue

We have two performance obligations in the subscriber’s agreement, providing policy issuance and renewal services and acting as attorney-in-fact for the subscribers at the Exchange, as well as the service provider for the Exchange's insurance subsidiaries with respect to all administrative services. We retain a management fees for acting as the attorney-in-fact for the subscribers at the Exchange in these two capacities, and allocate our revenues between our performance obligations.

The management fee is calculated by multiplying all direct and affiliated assumed premiums written by the Exchange by the management fee rate, which is determined by our Board of Directors at least annually. The management fee rate was set at 25% for both 2024 and 2023. Changes in the management fee rate can affect our revenue and net income significantly. The transaction price, including management fee revenue and administrative services reimbursement revenue, includes variable consideration and is allocated based on the estimated standalone selling prices developed using industry information and other available information for similar services. We update the transaction price and the related allocation at least annually based upon the most recent information available or more frequently if there have been significant changes in any components considered in the transaction price. Our current transaction price allocation review resulted in a minor change in the allocation between the two performance obligations in 2024 compared to prior years, which did not have a material impact on our financial statements.

The following table presents the allocation and disaggregation of revenue for our two performance obligations for the three months ended March 31:



(dollars in thousands)	2024			2023			% Change
	(Unaudited)
Policy issuance and renewal services
Direct and affiliated assumed premiums written by the Exchange	$	2,741,020		$	2,303,868		19.0	%
Management fee rate	24.40		%	24.30		%
Management fee revenue	668,809			559,840			19.5
Change in estimate for management fee returned on cancelled policies (1)	(3,123)			(1,750)			(78.5)
Management fee revenue - policy issuance and renewal services	$	665,686		$	558,090		19.3	%

Administrative services
Direct and affiliated assumed premiums written by the Exchange	$	2,741,020		$	2,303,868		19.0	%
Management fee rate	0.60		%	0.70		%
Management fee revenue	16,446			16,127			2.0
Change in contract liability (2)	498			(933)			NM
Change in estimate for management fee returned on cancelled policies (1)	(10)			(5)			NM

Management fee revenue - administrative services	16,934			15,189			11.5
Administrative services reimbursement revenue	191,567			172,827			10.8
Total revenue from administrative services	$	208,501		$	188,016		10.9	%

NM = not meaningful

(1)A constraining estimate of variable consideration exists related to the potential for management fees to be returned if a policy were to be cancelled mid-term. Management fees are returned to the Exchange when policies are cancelled mid-term and unearned premiums are refunded.

(2)Management fee revenue - administrative services is recognized over time as the services are provided. See Part I, Item 1. "Financial Statements - Note 3, Revenue, of Notes to Financial Statements" contained within this report.

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Direct and affiliated assumed premiums written by the Exchange

Direct and affiliated assumed premiums include premiums written directly by the Exchange and premiums assumed from its wholly owned property and casualty subsidiaries. Direct and affiliated assumed premiums written by the Exchange increased 19.0% to $2.7 billion in the first quarter of 2024 compared to the first quarter of 2023, primarily driven by increased personal lines and commercial multi-peril premiums written. Year-over-year policies in force for all lines of business increased 7.1% in the first quarter of 2024 compared to 4.4% in the first quarter of 2023. The year-over-year average premium per policy for all lines of business increased 10.6% at March 31, 2024 compared to 6.4% at March 31, 2023.

Premiums generated from new business increased 32.4% to $449 million in the first quarter of 2024 compared to the same period in 2023, primarily driven by increased premiums written in the commercial multi-peril, personal auto and homeowners lines. Contributing to this change was a 11.1% increase in new business policies written and a 14.0% increase in year-over-year average premium per policy on new business at March 31, 2024. Premiums generated from new business increased 36.3% to $339 million in the first quarter of 2023 compared to the same period in 2022, primarily driven by increased premium written in the personal auto, homeowners and commercial multi-peril lines. Contributing to this change was a 25.9% increase in new business policies written and a 10.3% increase in year-over-year average premium per policy on new business at March 31, 2023.

Premiums generated from renewal business increased 16.7% to $2.3 billion in the first quarter of 2024 compared to the first quarter of 2023 and increased 11.5% to $2.0 billion in the first quarter of 2023 compared to the first quarter of 2022. Underlying the trend in renewal business premiums in both periods was a 9.9% increase in year-over-year average premium per policy at March 31, 2024, and 5.8% at March 31, 2023, as well as an increase in year-over-year policies in force of 5.1% and 3.5% in the first quarters of 2024 and 2023, respectively, driven by an increase in the policy retention ratios.

Personal lines – Total personal lines premiums written increased 20.6% to $1.9 billion in the first quarter of 2024, compared to 15.8% in the first quarter of 2023, driven by a 12.0% increase in total personal lines year-over-year average premium per policy and a 7.5% increase in total personal lines policies in force.

Commercial lines – Total commercial lines premiums written increased 15.6% to $874 million in the first quarter of 2024, compared to 12.2% in the first quarter of 2023, driven by a 9.4% increase in total commercial lines year-over-year average premium per policy and a 4.2% increase in total commercial lines policies in force.

Future trends-premium revenue – Through a careful agency selection and monitoring process, the Exchange plans to continue efforts to utilize its agency force to increase market penetration in existing operating territories to contribute to future growth.

Changes in premium levels attributable to the growth in policies in force and rate changes affect the profitability of the Exchange and have a direct bearing on our management fee revenue. Future premiums could be impacted by potential changes in regulation and inflationary trends, among others. The Exchange's pricing actions taken in 2023 have contributed to its increased average premium per policy in the first quarter of 2024. See also Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 26, 2024.

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Policy issuance and renewal services


	Three months ended March 31,
(dollars in thousands)	2024		2023		% Change
	(Unaudited)
Management fee revenue - policy issuance and renewal services	$	665,686	$	558,090	19.3	%
Service agreement revenue	6,514		6,359		2.4
	672,200		564,449		19.1
Cost of operations - policy issuance and renewal services	550,322		469,095		17.3
Operating income - policy issuance and renewal services	$	121,878	$	95,354	27.8	%

Policy issuance and renewal services

The management fee revenue allocated for providing policy issuance and renewal services was 24.40% and 24.30% of the direct and affiliated assumed premiums written by the Exchange for the three month periods ended March 31, 2024 and 2023, respectively. This portion of the management fee is recognized as revenue when the policy is issued or renewed because it is at that time that the services we provide are substantially complete and the executed insurance policy is transferred to the customer. The increase in management fee revenue for policy issuance and renewal services was driven by the increase in the direct and affiliated assumed premiums written by the Exchange discussed previously.

Service agreement revenue

Service agreement revenue primarily consists of service charges we collect from subscribers/policyholders for providing multiple payment plans on policies written by the Exchange and its property and casualty subsidiaries and also includes late payment and policy reinstatement fees. The service charges are fixed dollar amounts per billed installment. Service agreement revenue also includes fees received from the Exchange for the use of shared office space. The increase in service agreement revenue for the three month period ended March 31, 2024 compared to the same period in 2023 is primarily due to an increase in shared office space revenue.

Cost of policy issuance and renewal services


	Three months ended March 31,
(dollars in thousands)	2024		2023		% Change
	(Unaudited)
Commissions:
Total commissions	$	375,760	$	308,808	21.7	%
Non-commission expense:
Underwriting and policy processing	$	48,168	$	43,723	10.2	%
Information technology	53,490		57,195		(6.5)
Sales and advertising	17,207		12,887		33.5
Customer service	10,080		8,085		24.7
Administrative and other	45,617		38,397		18.8
Total non-commission expense	174,562		160,287		8.9
Total cost of operations - policy issuance and renewal services	$	550,322	$	469,095	17.3	%

Commissions – Commissions increased $67.0 million in the first quarter of 2024 compared to the same period in 2023, primarily driven by the growth in direct and affiliated assumed written premium and an increase in agent incentive compensation. The estimated agent incentive payouts at March 31, 2024 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 2024. The profitability component of agent incentive compensation increased due to improved actual and forecasted loss ratios in 2024.

Non-commission expense – Non-commission expense increased $14.3 million in the first quarter of 2024 compared to the first quarter of 2023. Underwriting and policy processing expense increased $4.4 million primarily due to increased underwriting report and personnel costs. Information technology costs decreased $3.7 million primarily due to an increase in capitalized professional fees and personnel costs related to technology initiatives. Sales and advertising expense increased $4.3 million primarily due to increased agent-related costs. Administrative and other costs increased $7.2 million primarily due to an increase in personnel and travel costs.

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Administrative services


	Three months ended March 31,
(dollars in thousands)	2024		2023		% Change
	(Unaudited)
Management fee revenue - administrative services	$	16,934	$	15,189	11.5	%
Administrative services reimbursement revenue	191,567		172,827		10.8
Total revenue allocated to administrative services	208,501		188,016		10.9
Administrative services expenses
Claims handling services	167,963		148,200		13.3
Investment management services	8,593		8,745		(1.7)
Life management services	15,011		15,882		(5.5)
Operating income - administrative services	$	16,934	$	15,189	11.5	%

Administrative services

The management fee revenue allocated to administrative services was 0.60% and 0.70% of the direct and affiliated assumed premiums written by the Exchange for the three month periods ended March 31, 2024 and 2023, respectively. This portion of the management fee is recognized as revenue over a four-year period representing the time over which the services are provided. We also report reimbursed costs as revenues, which are recognized monthly as services are provided. The administrative services expenses we incur and the related reimbursements we receive are recorded gross in the Statements of Operations.

Cost of administrative services

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Total investment income (loss)

A summary of the results of our investment operations is as follows for the three months ended March 31:



	2024		2023		% Change
(dollars in thousands)	(Unaudited)
Net investment income	$	15,903	$	2,183	NM	%
Net realized and unrealized investment gains (losses)	1,853		(5,282)		NM
Net impairment losses recognized in earnings	(2,677)		(1,633)		(63.9)
Total investment income (loss)	$	15,079	$	(4,732)	NM	%

NM = not meaningful

Net investment income

Net investment income includes interest and dividends on our fixed maturity and equity security portfolios and the results of our limited partnership investments, net of investment expenses. Net investment income increased $13.7 million in the first quarter of 2024, compared to the same period in 2023, primarily due to higher equity in earnings of limited partnerships and an increase in bond income as a result of higher yields. Included in net investment income is $0.5 million of limited partnership earnings in the first quarter of 2024 compared to losses of $10.8 million for the same period in 2023.

Net realized and unrealized investment gains (losses)

A breakdown of our net realized and unrealized investment gains (losses) is as follows for the three months ended March 31:



(in thousands)	2024		2023
Securities sold:	(Unaudited)
Available-for-sale securities	$	(262)	$	(1,619)
Equity securities	67		(2,504)
Change in fair value on remaining equity securities	2,048		(1,159)

Net realized and unrealized investment gains (losses)	$	1,853	$	(5,282)

Net realized and unrealized gains of $1.9 million during the first quarter of 2024 were primarily due to market value adjustments in the preferred stock portfolio. Net realized and unrealized losses of $5.3 million during the same period in 2023 were primarily due to disposals of equity securities impacted by the banking industry events as well as disposals of available-for-sale securities and market value adjustments on equity securities.

Net impairment losses recognized in earnings

Net impairment losses of $2.7 million in the first quarter of 2024 include $2.2 million of current expected credit losses recognized on held-to-maturity securities. See "Other assets" in Part I, Item 1. "Financial Statements - Note 2, Significant Accounting Policies, of Notes to Financial Statements" for additional information. The first quarter of 2024 also includes $0.3 million related to available-for-sale securities where we had both the intent to sell prior to recovery of our amortized cost basis and credit-related impairment losses. Net impairment losses of $1.6 million in the first quarter of 2023 included $1.4 million of intent to sell related impairments and $0.2 million of credit impairments on available-for-sale securities.

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Financial Condition of Erie Insurance Exchange

Serving in the capacity of attorney-in-fact for the subscribers at the Exchange, we are dependent on the growth and financial condition of the Exchange, who is our sole customer. The strength of the Exchange and its wholly owned subsidiaries is rated annually by A.M. Best through assessing its financial stability and ability to pay claims. The ratings are generally based upon factors relevant to policyholders and are not directed toward return to investors. The Exchange and each of its property and casualty subsidiaries are rated A+ "Superior", the second highest financial strength rating, which is assigned to companies that have achieved superior overall performance when compared to the standards established by A.M. Best and have a superior ability to meet obligations to policyholders over the long term. On August 10, 2023, the outlook for the financial strength rating was affirmed as stable. As of December 31, 2023, only approximately 12% of insurance groups, in which the Exchange is included, are rated A+ or higher.

The financial statements of the Exchange are prepared in accordance with statutory accounting principles prescribed by the Commonwealth of Pennsylvania. Financial statements prepared under statutory accounting principles focus on the solvency of the insurer and generally provide a more conservative approach than under U.S. generally accepted accounting principles. Statutory direct written premiums of the Exchange and its wholly owned property and casualty subsidiaries grew 19.0% to $2.7 billion in the first three months of 2024 compared to the first three months of 2023. These premiums, along with investment income, are the major sources of cash that support the operations of the Exchange. Policyholders’ surplus determined under statutory accounting principles was $9.5 billion at March 31, 2024 and $9.3 billion at December 31, 2023. The Exchange and its wholly owned property and casualty subsidiaries' year-over-year policy retention ratio continues to be high at 91.2% at both March 31, 2024 and December 31, 2023.

We have prepared our financial statements considering the financial strength of the Exchange based on its A.M. Best rating and strong level of surplus. See Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 26, 2024 for possible outcomes that could impact that determination.

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FINANCIAL CONDITION

Investments

Our investment portfolio is managed with the objective of maximizing after-tax returns on a risk-adjusted basis. The following table presents the carrying value of our investments as of:


(dollars in thousands)	March 31, 2024		% to total		December 31, 2023		% to total
	(Unaudited)
Available-for-sale securities	$	969,645	84	%	$	961,241	85	%
Equity securities	86,578		8		84,253		7
Agent loans (1)	67,448		6		67,787		6
Other investments (2)	28,374		2		23,026		2
Total investments	$	1,152,045	100	%	$	1,136,307	100	%

(1)The current portion of agent loans is included in the line item "Prepaid expenses and other current assets" in the Statements of Financial Position.

(2)The current and long-term portions of other investments are included in the line items "Prepaid expenses and other current assets" and "Other assets, net", respectively in the Statements of Financial Position.

Fixed maturities

Under our investment strategy, we maintain a fixed maturity portfolio that is of high quality and well diversified within each market sector. This investment strategy also achieves a balanced maturity schedule. Our fixed maturity portfolio is managed with the goal of achieving reasonable returns while limiting exposure to risk.

Available-for-sale securities are carried at fair value with unrealized gains and losses, net of deferred taxes, included in shareholders’ equity. Net unrealized losses on fixed maturities, net of deferred taxes, totaled $25.5 million at March 31, 2024, compared to $24.7 million at December 31, 2023.

The following table presents a breakdown of the fair value of our fixed maturity portfolio by industry sector and rating as of:


(in thousands)	March 31, 2024 (1)
	AAA		AA		A		BBB		Non- investment grade		Fair value
	(Unaudited)
Basic materials	$	0	$	0	$	957	$	5,366	$	5,920	$	12,243
Communications	0		2,903		13,660		9,039		12,602		38,204
Consumer	0		1,959		22,861		65,632		41,017		131,469
Diversified	0		0		0		0		119		119
Energy	0		0		5,638		20,734		14,447		40,819
Financial	0		2,041		97,008		122,412		16,146		237,607


Government-municipal (2)	0		0		0		0		4,833		4,833


Industrial	0		0		4,872		18,513		27,488		50,873
Structured securities (3)	139,122		188,164		29,749		15,347		132		372,514
Technology	1,898		0		2,989		22,215		13,348		40,450
U.S. Treasury	0		1,039		0		0		0		1,039
Utilities	0		0		2,703		36,359		5,246		44,308
Total	$	141,020	$	196,106	$	180,437	$	315,617	$	141,298	$	974,478

(1)Ratings are supplied by S&P, Moody’s, and Fitch with the exception of Government-municipal, which is unrated. The table is based upon the lowest rating for each security.

(2)Includes held-to-maturity securities totaling $4.8 million, which are included in the line item "Other assets, net" in the Statement of Financial Position.

(3)Structured securities include residential and commercial mortgage-backed securities, collateralized debt obligations, and asset-backed securities.

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Equity securities

Equity securities primarily include nonredeemable preferred stocks and are carried at fair value in the Statements of Financial Position with all changes in unrealized gains and losses reflected in the Statements of Operations.

The following table presents an analysis of the fair value of our equity securities by sector as of:


(in thousands)	March 31, 2024		December 31, 2023
	(Unaudited)
Financial services	$	70,834	$	69,900

Utilities	5,876		5,810
Energy	3,698		3,901
Consumer	4,425		3,915
Technology	1,500		500
Industrial	221		180
Communications	24		47



Total	$	86,578	$	84,253

LIQUIDITY AND CAPITAL RESOURCES

We continue to monitor the sufficiency of our liquidity and capital resources given the potential impact of current economic conditions, including the uncertain inflationary and interest rate environment. While we did not see a significant impact on our sources or uses of cash in the first quarter of 2024, future market disruptions could occur which may affect our liquidity position. If our normal operating and investing cash activities were to become insufficient to meet future funding requirements, we believe we have sufficient access to liquidity through our cash position, diverse liquid marketable securities, and our $100 million bank revolving line of credit that does not expire until October 2026. See broader discussions of potential risks to our operations in the Operating Overview contained within this report and Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 26, 2024.

Sources and Uses of Cash

Liquidity is a measure of a company’s ability to generate sufficient cash flows to meet the short- and long-term cash requirements of its business operations and growth needs. Our liquidity requirements have been met primarily by funds generated from management fee revenue and income from investments. Cash provided from these sources is used primarily to fund the costs of our management operations including commissions, salaries and wages, pension plans, share repurchases, dividends to shareholders, the purchase and development of information technology, and other capital expenditures. See Part I, Item 1. "Financial Statements - Note 8, Postretirement Benefits, of Notes to Financial Statements" contained within this report for the funding policy and related contribution for our defined benefit pension plan. We expect that our operating cash needs will be met by funds generated from operations. Cash in excess of our operating needs is primarily invested in investment grade fixed maturities. As part of our liquidity review, we regularly evaluate our capital needs based on current and projected results and consider the potential impacts to our liquidity, borrowing capacity, financial covenants and capital availability.

We maintain relationships and cash balances at diversified and well-capitalized financial institutions and have established processes to monitor them. We believe that our current cash, cash equivalents and marketable securities and cash generated from operations will be sufficient to meet our current and future cash requirements.

Volatility in the financial markets presents challenges to us as we do occasionally access our investment portfolio as a source of cash. Some of our fixed income investments, despite being publicly traded, may be illiquid. Volatility in these markets could impair our ability to sell certain fixed income securities or cause such securities to sell at deep discounts. We believe we have sufficient liquidity to meet our needs from sources other than the liquidation of securities.

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Cash flow activities

The following table provides condensed cash flow information as follows for the three months ended March 31:




(in thousands)	2024		2023
	(Unaudited)
Net cash provided by operating activities	$	87,193	$	48,031
Net cash used in investing activities	(26,999)		(12,326)
Net cash used in financing activities	(59,377)		(55,419)
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	817	$	(19,714)

Net cash provided by operating activities was $87.2 million in the first three months of 2024, compared to $48.0 million for the same period in 2023. Increased cash provided by operating activities was primarily due to an increase in management fees received of $106.4 million driven by growth in direct and affiliated assumed premiums written by the Exchange and a decrease in agent incentive compensation paid of $26.5 million. This was partially offset by increases in cash paid for agent commissions of $53.2 million driven by premium growth and pension and employee benefits paid of $34.3 million primarily due to a $33.0 million pension contribution in 2024.

Net cash used in investing activities was $27.0 million in the first three months of 2024, compared to $12.3 million for the same period in 2023. In 2024 and 2023, net cash used in investing activities was primarily driven by fixed asset purchases of $22.4 million and $19.1 million, respectively, mostly related to software and home office renovations.

Net cash used in financing activities was $59.4 million in the first three months of 2024, compared to $55.4 million for the same period in 2023, due to dividends paid to shareholders. We increased both our Class A and Class B shareholder regular quarterly dividends by 7.1% for 2024, compared to 2023. There are no regulatory restrictions on the payment of dividends to our shareholders.

Capital Outlook

We regularly prepare forecasts evaluating the current and future cash requirements for both normal and extreme risk events, including under current inflationary conditions and a higher interest rate environment. Should an extreme risk event result in a cash requirement exceeding normal cash flows, we have the ability to meet our future funding requirements through various alternatives available to us.

Outside of our normal operating and investing cash activities, future funding requirements could be met through: 1) unrestricted and unpledged cash and cash equivalents, which totaled approximately $128.0 million at March 31, 2024, 2) $100 million available bank revolving line of credit, and 3) liquidation of unpledged assets held in our investment portfolio, including equity securities and investment grade bonds which totaled approximately $801.1 million at March 31, 2024. Volatility in the financial markets could impair our ability to sell certain fixed income securities or cause such securities to sell at deep discounts. Additionally, we have the ability to curtail or modify discretionary cash outlays such as those related to shareholder dividends and share repurchase activities.

As of March 31, 2024, we have access to a $100 million bank revolving line of credit. See Part I, Item 1. "Financial Statements - Note 7, Bank Line of Credit, of Notes to Financial Statements" contained within this report for additional information.

Off-Balance Sheet Arrangements

We have entered into certain contingent obligations for guarantees. See Part I, Item 1. "Financial Statements - Note 13, Commitments and Contingencies, of Notes to Financial Statements" contained within this report for additional information. We do not believe that these obligations will have a material current or future effect on our financial condition, results of operations, or cash flows.

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CRITICAL ACCOUNTING ESTIMATES

We make estimates and assumptions that have a significant effect on the amounts and disclosures reported in the financial statements. The most significant estimates relate to investment valuation and retirement benefit plans for employees. While management believes its estimates are appropriate, the ultimate amounts may differ from estimates provided. Our most critical accounting estimates are described in Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for the year ended December 31, 2023 of our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on February 26, 2024. See Part I, Item 1. "Financial Statements - Note 5, Fair Value, of Notes to Financial Statements" contained within this report for additional information on our valuation of investments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our exposure to market risk is primarily related to fluctuations in interest rates and prices. Quantitative and qualitative disclosures about market risk resulting from changes in interest rates, prices, and other risk exposures for the year ended December 31, 2023 are included in Item 7A. "Quantitative and Qualitative Disclosures About Market Risk" of our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on February 26, 2024.

The current inflationary environment, rising interest rates, and a potential economic slowdown may create future volatility; however, there have been no material changes that impacted our portfolio or reshaped our periodic investment reviews of asset allocations during the three months ended March 31, 2024. We continue to closely monitor the economic environment and financial markets and will take appropriate measures, when necessary, to minimize potential risk exposure to our cash and investment balances. For a recent discussion of conditions surrounding our investment portfolio, see the "Operating Overview", "Results of Operations", and "Financial Condition" discussions contained in Part I, Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" contained within this report.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation, with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Our management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, any change in our internal control over financial reporting and determined there has been no change in our internal control over financial reporting during the three months ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Erie Indemnity Company ("Indemnity") was named as a defendant in a complaint filed on August 24, 2021, by alleged subscribers of the Erie Insurance Exchange (the "Exchange") in the Court of Common Pleas Civil Division of Allegheny County, Pennsylvania captioned TROY STEPHENSON, CHRISTINA STEPHENSON, SUSAN RUBEL, and STEVEN BARNETT, individually and on behalf of all others similarly situated (Plaintiffs) v. Erie Indemnity Company (Defendant).

The complaint seeks relief for alleged breaches of fiduciary duty by Indemnity in connection with the setting of the management fee it receives, in accordance with the terms of the Subscribers Agreement executed between Indemnity and all policyholders of the Exchange, as compensation for acting as the attorney-in-fact in the management of the Exchange. The relief sought is for the period beginning two years prior to the date of the filing of the complaint and continuing through 2021.

The complaint seeks (i) a finding that Indemnity has breached its fiduciary duties; (ii) an award of damages in an amount to be determined at trial; and (iii) such other relief, including disgorgement of profits or other injunctive relief, that the Court deems just and proper.

Service of the complaint was effectuated on September 20, 2021. A Notice of Removal to the United States District Court for the Western District of Pennsylvania was filed on October 20, 2021. On November 2, 2021, Plaintiffs filed a Notice of Voluntary Dismissal. As a result, the action was dismissed without prejudice.

On December 6, 2021, another Complaint was filed in the Court of Common Pleas of Allegheny County, Pennsylvania captioned ERIE INSURANCE EXCHANGE, an unincorporated association, by TROY STEPHENSON, CHRISTINA STEPHENSON, and STEVEN BARNETT, trustees ad litem, and alternatively, ERIE INSURANCE EXCHANGE, by TROY STEPHENSON, CHRISTINA STEPHENSON, and STEVEN BARNETT, (Plaintiff), v. ERIE INDEMNITY COMPANY, (Defendant).

This most recent complaint has the same allegation of breach of fiduciary duty by Indemnity in connection with the setting of the management fee it receives, in accordance with the terms of the Subscribers Agreement executed between Indemnity and all policyholders of the Exchange, as compensation for acting as the attorney-in-fact in the management of the Exchange.

This most recent complaint seeks the same relief, specifically, (i) a finding that Indemnity has breached its fiduciary duties; (ii) an award of damages in an amount to be determined at trial; and (iii) such other relief, including disgorgement of profits or other injunctive relief, that the Court deems just and proper.

A Notice of Removal to the United States District Court for the Western District of Pennsylvania was filed on January 27, 2022. Indemnity intends to vigorously defend against all of the allegations and requests for relief in the complaint.

By Memorandum Opinion and Order dated September 28, 2022, the Court granted the Motion for Remand and directed the case be remanded to the Court of Common Pleas of Allegheny County, Pennsylvania. On September 30, 2022, Indemnity filed a Motion to Stay the Remand Order pending an appeal to the United States Court of Appeals for the Third Circuit. On October 3, 2022, the Court granted the Stay. On October 11, 2022, Indemnity filed a Petition for Permission to Appeal the Remand Order with the Third Circuit. By Order dated November 7, 2022, a three judge panel of the Court denied the Petition to Appeal.

On November 21, 2022, Indemnity filed a Petition for Rehearing requesting that the Third Circuit permit the appeal. By Order dated January 9, 2023, the Court granted the petition for rehearing and vacated the prior Order of October 7, 2022, denying permission to appeal. On April 20, 2023, argument was held before a three-judge panel of the Third Circuit. By Opinion dated May 22, 2023, the Court affirmed the decision of the District Court finding that there was no basis for federal court jurisdiction and that the matter had been properly remanded to state court. On June 5, 2023, Indemnity filed a Petition for Panel Rehearing or Rehearing En Banc. By Order dated June 22, 2023, the Court denied the Petition. The United States District Court thereafter extended its stay of the issuance of the remand order through the conclusion of any proceedings in the United States Supreme Court challenging the decision of the United States Court of Appeals for the Third Circuit that no federal jurisdiction exists in this case.

On October 20, 2023, Indemnity filed a Petition for Writ of Certiorari with the Supreme Court of the United Stated. The Petition seeks a determination from the Court that the lower courts improperly denied federal jurisdiction. By order dated February 26, 2024, the United States Supreme Court denied Indemnity's Petition for Writ of Certiorari.

Separately, Indemnity filed a Complaint in Federal Court to invoke certain provisions of the “All Writs Act” and the “Anti-Injunction Act.” By filing this complaint, Indemnity seeks to protect the federal court’s prior binding, final judgments in favor

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of Indemnity and thereby foreclose further litigation of the claims and issues pertaining to the compensation practices that were the subject of the prior judgments. After the denial of certiorari, the district court, by Opinion and Order dated February 28, 2024, granted Indemnity’s motion for a preliminary injunction under the All Writs Act after determining that the gravamen of the plaintiff’s state court action “is the same” as two actions previously dismissed in federal court, that Indemnity would be irreparably harmed if it is forced to relitigate those same issues in state court, plaintiffs had a full and fair opportunity to litigate the same issues in prior litigation, and that an injunction would serve the public interest. The Court’s order preliminarily enjoined the named plaintiffs from pursuing the Erie Ins. Exch. v. Erie Indem. Co. action and enjoined the state court from conducting further proceedings in that action. The court ordered Indemnity to file a motion to convert the preliminary injunction into a permanent injunction, but the court later stayed that order, in light of a notice of appeal filed by plaintiffs.

Indemnity intends to vigorously defend the district court’s order on appeal and to otherwise defend against all allegations and requests for relief sought by plaintiffs.

For additional information on contingencies, see Part I, Item 1. "Financial Statements - Note 13, Commitment and Contingencies, of Notes to Financial Statements".

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 as filed with the Securities and Exchange Commission on February 26, 2024.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

In 2011, our Board of Directors approved a continuation of the current stock repurchase program, authorizing repurchases for a total of $150 million with no time limitation. This repurchase authority included, and was not in addition to, any unspent amounts remaining under the prior authorization.

The following table provides information regarding our Class A nonvoting common stock share repurchases during the quarter ending March 31, 2024:


(dollars in thousands, except per share data)
Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced program	Dollar value of shares that may yet be purchased under the program

January 1-31, 2024	—	$	—	—	$	17,754
February 1-29, 2024	—	—		—	17,754
March 1-31, 2024 (1)	1,238	405.57		—	17,754
Total	1,238	405.57		—

(1)Represents shares purchased on the open market to fund the rabbi trust for the outside director deferred stock compensation plan.

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ITEM 6. EXHIBITS


Exhibit
Number						Description of Exhibit

31.1+						Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2+						Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32++						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS+						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH+						Inline XBRL Taxonomy Extension Schema Document.

101.CAL+						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF+						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB+						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE+						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104+						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Indicates management compensatory plan, contract, or arrangement.

+ Filed herewith.

++ Furnished herewith.

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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 thereunto duly authorized.

Erie Indemnity Company

(Registrant)

Date:

April 25, 2024

By:

/s/ Timothy G. NeCastro

Timothy G. NeCastro, President & CEO

By:

/s/ Julie M. Pelkowski

Julie M. Pelkowski, Executive Vice President & CFO

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Erie Indemnity (ERIE) 10-Q2024 Q1 Quarterly report

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