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ERIE INDEMNITY CO - Quarter Report: 2024 March (Form 10-Q)

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,
20242023
Operating revenue
Management fee revenue - policy issuance and renewal services
$ $ 
Management fee revenue - administrative services  
Administrative services reimbursement revenue  
Service agreement revenue  
Total operating revenue  
Operating expenses
Cost of operations - policy issuance and renewal services  
Cost of operations - administrative services  
Total operating expenses  
Operating income  
Investment income
Net investment income  
Net realized and unrealized investment gains (losses) ()
Net impairment losses recognized in earnings()()
Total investment income (loss) ()
Other income  
Income before income taxes  
Income tax expense  
Net income$ $ 
Net income per share
Class A common stock – basic$ $ 
Class A common stock – diluted$ $ 
Class B common stock – basic and diluted$ $ 
Weighted average shares outstanding – Basic
Class A common stock  
Class B common stock  
Weighted average shares outstanding – Diluted
Class A common stock  
Class B common stock  
Dividends declared per share
Class A common stock$ $ 
Class B common stock$ $ 

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,
20242023
Net income$ $ 
Other comprehensive (loss) income, net of tax
Change in unrealized holding (losses) gains on available-for-sale securities() 
Amortization of prior service costs and net actuarial gain on pension and other postretirement plans()()
Total other comprehensive (loss) income, net of tax() 
Comprehensive income$ $ 
 
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 FINANCIAL POSITION
(dollars in thousands, except per share data)
March 31,December 31,
20242023
Assets(Unaudited)
Current assets:
Cash and cash equivalents (includes restricted cash of $ and $, respectively)
$ $ 
Available-for-sale securities  
Receivables from Erie Insurance Exchange and affiliates, net  
Prepaid expenses and other current assets  
Accrued investment income  
Total current assets  
Available-for-sale securities, net  
Equity securities  
Fixed assets, net  
Agent loans, net  
Defined benefit pension plan  
Other assets, net  
Total assets$ $ 
Liabilities and shareholders' equity
Current liabilities:
Commissions payable$ $ 
Agent incentive compensation  
Accounts payable and accrued liabilities  
Dividends payable  
Contract liability  
Deferred executive compensation  
Total current liabilities  
Defined benefit pension plan  
Contract liability  
Deferred executive compensation  
Deferred income taxes, net  
Other long-term liabilities  
Total liabilities  
Shareholders’ equity
Class A common stock, stated value $ per share; shares authorized; shares issued; shares outstanding
  
Class B common stock, convertible at a rate of Class A shares for one Class B share, stated value $ per share; shares authorized; shares issued and outstanding
  
Additional paid-in-capital  
Accumulated other comprehensive loss()()
Retained earnings  
Total contributed capital and retained earnings  
Treasury stock, at cost; shares held
()()
Deferred compensation  
Total shareholders’ equity  
Total liabilities and shareholders’ equity$ $ 

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 stockClass B common stockAdditional paid-in-capitalAccumulated other comprehensive lossRetained earningsTreasury stockDeferred compensationTotal shareholders' equity
Balance, December 31, 2023$ $ $ $()$ $()$ $ 
Net income  
Other comprehensive loss()()
Dividends declared:
Class A $ per share
()()
Class B $ per share
()()
Deferred compensation()  
Rabbi trust distribution (1)
 () 
Balance, March 31, 2024$ $ $ $()$ $()$ $ 


Class A common stockClass B common stockAdditional paid-in-capitalAccumulated other comprehensive income (loss)Retained earningsTreasury stockDeferred compensationTotal shareholders' equity
Balance, December 31, 2022$ $ $ $()$ $()$ $ 
Net income  
Other comprehensive income  
Dividends declared:
Class A $ per share
()()
Class B $ per share
()()
Net purchase of treasury stock (2)
() ()
Deferred compensation()  
Rabbi trust distribution (1)
 () 
Balance, March 31, 2023$ $ $ $ $ $()$ $ 

(1) incentive compensation deferral plan participants in 2024 and in 2023.
(2)

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,
20242023
Cash flows from operating activities
Management fee received$ $ 
Administrative services reimbursements received  
Service agreement revenue received  
Net investment income received  
Commissions paid to agents()()
Incentive compensation paid to agents()()
Salaries and wages paid()()
Pension contribution and employee benefits paid()()
General operating expenses paid()()
Administrative services expenses paid()()
Income taxes recovered (paid) ()
Net cash provided by operating activities  
Cash flows from investing activities
Purchase of investments:
Available-for-sale securities()()
Equity securities()()
Other investments ()
Proceeds from investments:
Available-for-sale securities sales  
Available-for-sale securities maturities/calls  
Equity securities  
Other investments  
Purchase of fixed assets()()
Loans to agents()()
Collections on agent loans  
Net cash used in investing activities()()
Cash flows from financing activities
Dividends paid to shareholders()()
Net cash used in financing activities()()
Net increase (decrease) in cash, cash equivalents, and restricted cash ()
Cash, cash equivalents, and restricted cash beginning of period  
Cash, cash equivalents, and restricted cash end of period$ $ 
Supplemental disclosure of noncash transactions
Liability incurred to purchase fixed assets$ $ 
Operating lease assets obtained in exchange for lease liabilities$ $ 

See accompanying notes to Financial Statements.
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
Note 1. 
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 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. 



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Note 3. 
%, of all direct and affiliated assumed written premiums of the Exchange. We allocate a portion of our management fee revenue, currently % of the direct and affiliated assumed written premiums of the Exchange, between the 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.

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 $ 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 $ million that was included in the contract liability balance as of December 31, 2022.



performance obligations for the three months ended March 31:
(in thousands)20242023
Management fee revenue - policy issuance and renewal services$ $ 
Management fee revenue - administrative services  
Administrative services reimbursement revenue  
Total revenue from administrative services$ $ 
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Note 4. 
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.

  $ $  $ Dilutive effect of stock-based awards  —   — Assumed conversion of Class B shares  —   — Class A – Diluted EPS:
Income available to Class A stockholders on Class A equivalent shares
$  $ $  $ Class B – Basic and diluted EPS:Income available to Class B stockholders$  $ $  $ 

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Note 5.


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 $ $ $ Collateralized debt obligations    Commercial mortgage-backed securities    Residential mortgage-backed securities    Other debt securities    U.S. Treasury    Total available-for-sale securities    Equity securities:Financial services sector    Utilities sector    Energy sector    Consumer sector    Technology sector    Industrial sector    Communications sector    Total equity securities    Total$ $ $ $ 


December 31, 2023
(in thousands)TotalLevel 1Level 2Level 3
Available-for-sale securities:
Corporate debt securities$ $ $ $ 
Collateralized debt obligations    
Commercial mortgage-backed securities    
Residential mortgage-backed securities    
Other debt securities    
Total available-for-sale securities    
Equity securities:
Financial services sector    
Utilities sector    
Energy sector    
Consumer sector    
Technology sector    
Industrial sector    
Communications sector    
Total equity securities    
Total$ $ $ $ 


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 $ $ $ $()$ $()$ Commercial mortgage-backed securities ()    () Residential mortgage- backed securities ()() () () Total available-for-sale securities ()  () () Equity securities      () Total Level 3 securities$ $()$ $ $()$ $()$ 

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)		PurchasesSales
Transfers into
Level 3(2)
Transfers out of Level 3(2)
Ending balance at March 31, 2023
Available-for-sale securities:
Corporate debt securities$ $()$ $ $()$ $()$ 
Commercial mortgage-backed securities ()    () 
Residential mortgage-backed securities ()  () () 
Total available-for-sale securities ()  () () 
Equity securities ()      
Total Level 3 securities$ $()$ $ $()$ $()$ 
(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
 $ $ $ 
Other loans receivable, net (1)
    
Held-to-maturity securities, net (2)
    
(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. 
 $ $ $ Collateralized debt obligations    Commercial mortgage-backed securities    Residential mortgage-backed securities    Other debt securities    U.S. Treasury    Total available-for-sale securities, net    Held-to-maturity securities - states & political subdivisions    Total fixed maturity securities, net$ $ $ $ 


December 31, 2023
(in thousands)Amortized costGross unrealized gainsGross unrealized lossesEstimated fair value
Available-for-sale securities:
Corporate debt securities$ $ $ $ 
Collateralized debt obligations    
Commercial mortgage-backed securities    
Residential mortgage-backed securities    
Other debt securities    
Total available-for-sale securities, net$ $ $ $ 


 $ Due after one year through five years  Due after five years through ten years  Due after ten years  
Total available-for-sale securities, net (1)
  Held-to-maturity securities - due after ten years  Total fixed maturity securities, net$ $ 
(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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 $ $ $ $ $  Collateralized debt obligations       Commercial mortgage-backed securities       Residential mortgage-backed securities       Other debt securities       U.S. Treasury       Total available-for-sale securities$ $ $ $ $ $  Quality breakdown of available-for-sale securities:Investment grade$ $ $ $ $ $  Non-investment grade       Total available-for-sale securities$ $ $ $ $ $  


December 31, 2023
Less than 12 months12 months or longerTotal
(dollars in thousands)Fair
value		Unrealized
losses		Fair
value		Unrealized
losses		Fair
value		Unrealized
losses		No. of
holdings
Corporate debt securities$ $ $ $ $ $  
Collateralized debt obligations       
Commercial mortgage-backed securities       
Residential mortgage-backed securities       
Other debt securities       
Total available-for-sale securities$ $ $ $ $ $  
Quality breakdown of available-for-sale securities:
Investment grade$ $ $ $ $ $  
Non-investment grade       
Total available-for-sale securities$ $ $ $ $ $  




















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 $ $ $ Provision and recoveries    Sales/collections and write-offs()   Balance, end of period$ $ $ $ 

2023
(in thousands)Available-for-sale securitiesHeld-to-maturity securitiesOther loans receivableAgent loans
Balance, beginning of period$ $ $ $ 
Provision and recoveries    
Sales/collections and write-offs() () 
Balance, end of period$ $ $ $ 


Net investment income
 $ Equity securities  
Limited partnerships (1)
 ()Cash equivalents and other  Total investment income  Less: investment expenses  Net investment income$ $ 
(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)
 $ Gross realized losses()()Net realized losses on available-for-sale securities()()Equity securities ()Net realized and unrealized investment gains (losses)$ $()


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)20242023
Equity securities:
Net gains (losses) recognized during the period$ $()
Less: net gains (losses) recognized on securities sold ()
Net unrealized gains (losses) recognized on securities held at reporting date$ $()

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)$()Credit impaired()()Total available-for-sale securities()()Held-to-maturity securities - expected credit losses() Other loans receivable - expected credit losses() Net impairment losses recognized in earnings$()$()









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Note 7. 
million bank revolving line of credit with a $ million letter of credit sublimit that expires on October 29, 2026. As of March 31, 2024, a total of $ million remains available under the facility due to $ million outstanding letters of credit, which reduce the availability for letters of credit to $ million. We had borrowings outstanding on our line of credit as of March 31, 2024. Investments with a fair value of $ 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. 
% of the annual defined benefit pension income, and the Exchange and its subsidiaries reimbursed us for approximately % 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 %. Accordingly, we made a $ 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.

 $ Interest cost on benefit obligation  Expected return on plan assets()()Prior service cost amortization  Net actuarial gain amortization()()Settlement gain() 
Pension plan income (1)
$()$()
(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. 
% and %, respectively.


Note 10. 
Class A shares per Class B share.  There were 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 $ million, with no time limitation.  There were shares repurchased under this program during the three months ended March 31, 2024 and the year ended December 31, 2023. We had approximately $ million of repurchase authority remaining under this program at March 31, 2024.


Note 11. 
)$()$()$()$()$()OCI (loss) before reclassifications()()()   Realized investment losses      Impairment losses      OCI (loss)()()()   AOCI (loss), end of period$()$()$()$()$()$()Pension and other postretirement plans:AOCI, beginning of period$ $ $ $ $ $ Amortization of prior service costs      Amortization of net actuarial gain()()()()()()OCI (loss)()()()()()()AOCI, end of period$ $ $ $ $ $ TotalAOCI (loss), beginning of period$()$()$()$()$()$()Investment securities()()()   Pension and other postretirement plans()()()()()()OCI (loss)()()()   AOCI (loss), end of period$()$()$()$ $ $ 


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Note 12.
million and $ million at March 31, 2024 and December 31, 2023, respectively, which includes a current expected credit loss allowance of $ million in both periods.


Note 13. 
million. We have committed to fund a minimum of % of each loan executed through this program. As of March 31, 2024, outstanding loans executed under this agreement totaled $ million, of which our portion of the loans is $ 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 $ 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 $ 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 $ million.



Note 14. 
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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
22
23
23
25
31
32
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)20242023% Change
(Unaudited)
Operating income$138,812 $110,543 25.6 %
Total investment income (loss)15,079 (4,732)NM
Other income3,411 3,337 2.2 
Income before income taxes157,302 109,148 44.1 
Income tax expense32,750 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)20242023% 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 rate24.40 %24.30 %
Management fee revenue668,809 559,840 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 rate0.60 %0.70 %
Management fee revenue16,446 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 services16,934 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)20242023% Change
(Unaudited)
Management fee revenue - policy issuance and renewal services$665,686$558,09019.3 %
Service agreement revenue6,5146,3592.4 
672,200564,44919.1 
Cost of operations - policy issuance and renewal services550,322469,09517.3 
Operating income - policy issuance and renewal services$121,878$95,35427.8 %


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)20242023% Change
(Unaudited)
Commissions:
Total commissions$375,760$308,80821.7 %
Non-commission expense:
Underwriting and policy processing$48,168$43,72310.2 %
Information technology53,49057,195(6.5)
Sales and advertising17,20712,88733.5 
Customer service10,0808,08524.7 
Administrative and other45,61738,39718.8 
Total non-commission expense174,562160,2878.9 
Total cost of operations - policy issuance and renewal services$550,322$469,09517.3 %


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)20242023% Change
(Unaudited)
Management fee revenue - administrative services$16,934$15,18911.5 %
Administrative services reimbursement revenue
191,567172,82710.8 
Total revenue allocated to administrative services
208,501188,01610.9 
Administrative services expenses
Claims handling services
167,963148,20013.3 
Investment management services
8,5938,745(1.7)
Life management services
15,01115,882(5.5)
Operating income - administrative services
$16,934$15,18911.5 %

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
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 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. The subscriber's agreement and service agreements provide for reimbursement of amounts incurred for these services to Indemnity. Reimbursements due from the Exchange and its insurance subsidiaries are recorded as a receivable and settled at cost.
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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:
20242023% 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)20242023
Securities sold:(Unaudited)
Available-for-sale securities$(262)$(1,619)
Equity securities67 (2,504)
Change in fair value on remaining equity securities2,048 (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 totalDecember 31, 2023% to total
(Unaudited)  
Available-for-sale securities$969,645 84 %$961,241 85 %
Equity securities86,578 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)
AAAAAABBBNon- investment
grade		Fair
value
 (Unaudited)
Basic materials$0 $0 $957 $5,366 $5,920 $12,243 
Communications0 2,903 13,660 9,039 12,602 38,204 
Consumer0 1,959 22,861 65,632 41,017 131,469 
Diversified0 0 0 0 119 119 
Energy0 0 5,638 20,734 14,447 40,819 
Financial0 2,041 97,008 122,412 16,146 237,607 
Government-municipal (2)
0 0 0 0 4,833 4,833 
Industrial0 0 4,872 18,513 27,488 50,873 
Structured securities (3)
139,122 188,164 29,749 15,347 132 372,514 
Technology1,898 0 2,989 22,215 13,348 40,450 
U.S. Treasury0 1,039 0 0 0 1,039 
Utilities0 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, 2024December 31, 2023
(Unaudited)
Financial services$70,834 $69,900 
Utilities5,876 5,810 
Energy3,698 3,901 
Consumer4,425 3,915 
Technology1,500 500 
Industrial221 180 
Communications24 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)20242023
(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)
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced programDollar 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)
1,238405.57 —17,754 
Total1,238405.57 —

(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+ 
   
31.2+ 
   
32++ 
   
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, 2024By:/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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