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 ~~September 30, 2017~~March 31, 2020

☐ 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~~Pennsylvania		25-0466020
	(State or other jurisdiction of		(~~I.R.S.~~IRS Employer
	incorporation or organization)		Identification No.)



	~~(814)~~ 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 ~~[X]~~☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ 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 ~~and post~~ such files).

Yes ~~[X]~~☒ 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 [X] Accelerated filer [ ] Non-accelerated filer [ ]~~

~~(Do not check if a smaller reporting company)~~

~~Smaller reporting company [ ] Emerging growth company [ ]~~



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. ☐

~~Act. [ ]~~

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ~~[ ]~~☐ No ~~[X]~~☒

The number of shares outstanding of the registrant’s Class A Common Stock as of the latest practicable date ~~with no par value and a stated value of $0.0292 per share,~~ was 46,189,068 at ~~October 13, 2017.~~May 1, 2020.

The number of shares outstanding of the registrant’s Class B Common Stock as of the latest practicable date ~~with no par value and a stated value of $70 per share,~~ was 2,542 at ~~October 13, 2017.~~May 1, 2020.



PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	Statements of Operations – Three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019

	Statements of Comprehensive Income – Three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019

	Statements of Financial Position – ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016~~2019

	Statements of ~~Cash Flows~~Shareholders' Equity – ~~Nine~~Three months ended ~~September 30, 2017~~March 31, 2020 and ~~2016~~2019

	Statements of Cash Flows – Three months ended March 31, 2020 and 2019

	Notes to Financial Statements – ~~September 30, 2017~~March 31, 2020

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

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					Nine months ended						Three months ended
	September 30,					September 30,						March 31,
	2017		2016			2017			2016			2020			2019
Operating revenue
Management fee revenue, net	$	435,214	$	411,139		$	1,268,591		$	1,195,262
Management fee revenue - policy issuance and renewal services, net												$	443,750		$	430,983
Management fee revenue - administrative services, net												14,771			13,951
Administrative services reimbursement revenue												151,554			142,480
Service agreement revenue	7,278		7,267			21,781			21,756			6,662			6,692
Total operating revenue	442,492		418,406			1,290,372			1,217,018			616,737			594,106

Operating expenses
Commissions	248,677		232,455			720,538			676,963
Salaries and employee benefits	60,499		53,265			181,013			161,579
All other operating expenses	52,480		50,431			158,407			142,797
Cost of operations - policy issuance and renewal services												379,492			365,504
Cost of operations - administrative services												151,554			142,480
Total operating expenses	361,656		336,151			1,059,958			981,339			531,046			507,984
Operating income	80,836		82,255			230,414			235,679			85,691			86,122

Investment income
Net investment income	5,970		5,331			18,184			14,884			8,369			8,517
Net realized investment gains	899		718			1,539			29
Net realized investment (losses) gains												(10,806		)	2,503
Net impairment losses recognized in earnings	0		0			(182		)	(345		)	(3,053		)	(78		)
Equity in earnings (losses) of limited partnerships	1,537		(1,723		)	1,899			(279		)
Total investment income	8,406		4,326			21,440			14,289
Equity in losses of limited partnerships												(3,705		)	(1,147		)
Total investment (loss) income												(9,195		)	9,795

Interest expense, net	377		—			800			—			3			449
Other (expense) income												(366		)	47
Income before income taxes	88,865		86,581			251,054			249,968			76,127			95,515
Income tax expense	30,322		29,205			86,108			85,388			16,801			20,204
Net income	$	58,543	$	57,376		$	164,946		$	164,580		$	59,326		$	75,311


Earnings Per Share
Net income per share
Class A common stock – basic	$	1.26	$	1.23		$	3.54		$	3.53		$	1.27		$	1.62
Class A common stock – diluted	$	1.12	$	1.09		$	3.15		$	3.14		$	1.13		$	1.44
Class B common stock – basic	$	189	$	185		$	531		$	530
Class B common stock – diluted	$	189	$	185		$	531		$	529
Class B common stock – basic and diluted												$	191		$	243

Weighted average shares outstanding – Basic
Class A common stock	46,188,949		46,188,980			46,186,109			46,188,971			46,188,789			46,188,337
Class B common stock	2,542		2,542			2,542			2,542			2,542			2,542

Weighted average shares outstanding – Diluted
Class A common stock	52,316,876		52,411,303			52,342,450			52,442,697			52,324,350			52,312,036
Class B common stock	2,542		2,542			2,542			2,542			2,542			2,542

Dividends declared per share
Class A common stock	$	0.7825	$	0.7300		$	2.3475		$	2.1900		$	0.965		$	0.90
Class B common stock	$	117.375	$	109.500		$	352.125		$	328.500		$	144.75		$	135.00

See accompanying notes to Financial Statements. See Note ~~10,~~12, "Accumulated Other Comprehensive Income (Loss)", for amounts reclassified out of accumulated other comprehensive income (loss) into the Statements of Operations.

ERIE INDEMNITY COMPANY

STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)


	Three months ended					Nine months ended				Three months ended
	September 30,					September 30,				March 31,
	2017			2016		2017		2016		2020			2019
Net income	$	58,543		$	57,376	$	164,946	$	164,580	$	59,326		$	75,311

Other comprehensive income, net of tax
Other comprehensive (loss) income, net of tax
Change in unrealized holding (losses) gains on available-for-sale securities	(167		)	355		2,446		6,846		(32,236		)	5,478

Amortization of prior service costs and net actuarial loss on pension and other postretirement plans										2,660			1,232
Total other comprehensive (loss) income, net of tax										(29,576		)	6,710
Comprehensive income	$	58,376		$	57,731	$	167,392	$	171,426	$	29,750		$	82,021

ERIE INDEMNITY COMPANY

STATEMENTS OF FINANCIAL POSITION

(dollars in thousands, except per share data)



	March 31,			December 31,
	2020			2019
Assets	(Unaudited)
Current assets:
Cash and cash equivalents	$	228,646		$	336,739
Available-for-sale securities	34,818			32,810
Equity securities	0			2,381
Receivables from Erie Insurance Exchange and affiliates, net	482,238			468,636
Prepaid expenses and other current assets	58,715			44,943
Federal income taxes recoverable	0			462
Accrued investment income	5,657			5,433
Total current assets	810,074			891,404

Available-for-sale securities, net	716,835			697,891
Equity securities	58,014			64,752
Limited partnership investments	22,492			26,775
Fixed assets, net	238,296			221,379
Agent loans, net	59,877			60,978
Deferred income taxes, net	19,281			17,186
Other assets	32,624			35,875
Total assets	$	1,957,493		$	2,016,240

Liabilities and shareholders' equity
Current liabilities:
Commissions payable	$	270,328		$	262,963
Agent bonuses	29,661			96,053
Accounts payable and accrued liabilities	130,035			134,957
Dividends payable	44,940			44,940
Contract liability	35,810			35,938
Deferred executive compensation	10,910			10,882
Federal income taxes payable	18,040			0
Current portion of long-term borrowings	2,000			1,979
Total current liabilities	541,724			587,712

Defined benefit pension plans	153,558			145,659
Long-term borrowings	95,342			95,842
Contract liability	18,461			18,435
Deferred executive compensation	11,983			13,734
Other long-term liabilities	19,433			21,605
Total liabilities	840,501			882,987

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	16,487			16,483
Accumulated other comprehensive loss	(146,444		)	(116,868		)
Retained earnings	2,390,869			2,377,558
Total contributed capital and retained earnings	2,263,082			2,279,343
Treasury stock, at cost; 22,110,132 shares held	(1,159,682		)	(1,158,910		)
Deferred compensation	13,592			12,820
Total shareholders’ equity	1,116,992			1,133,253
Total liabilities and shareholders’ equity	$	1,957,493		$	2,016,240

See accompanying notes to Financial Statements.

ERIE INDEMNITY COMPANY

STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

Three months ended March 31, 2020 and 2019

(dollars in thousands, except per share data)



	Class A common stock		Class B common stock		Additional paid-in-capital		Accumulated other comprehensive (loss) income			Retained earnings			Treasury stock			Deferred compensation		Total shareholders' equity
Balance, December 31, 2019	$	1,992	$	178	$	16,483	$	(116,868	)	$	2,377,558		$	(1,158,910	)	$	12,820	$	1,133,253
Cumulative effect adjustment ⁽¹⁾										(1,075		)						(1,075		)
Net income										59,326								59,326
Other comprehensive loss							(29,576		)									(29,576		)
Dividends declared:
Class A $0.965 per share										(44,572		)						(44,572		)
Class B $144.75 per share										(368		)						(368		)
Net purchase of treasury stock ⁽²⁾					4								0					4
Deferred compensation													(772		)	772		0
Balance, March 31, 2020	$	1,992	$	178	$	16,487	$	(146,444	)	$	2,390,869		$	(1,159,682	)	$	13,592	$	1,116,992

September 30, December 31,
2017 2016
Assets (Unaudited)
Current assets:
Cash and cash equivalents $ 184,628
$ 189,072
Available-for-sale securities 65,318
56,138
Receivables from Erie Insurance Exchange and affiliates 428,500
378,540
Prepaid expenses and other current assets 35,797
30,169
Federal income taxes recoverable 0
5,260
Accrued investment income 6,435
6,337
Total current assets 720,678
665,516

Available-for-sale securities 683,948
657,153
Limited partnership investments 49,451
58,159
Fixed assets, net 75,370
69,142
Deferred income taxes, net 47,558
53,889
Note receivable from Erie Family Life Insurance Company 25,000
25,000
Other assets 29,424
20,096
Total assets $ 1,631,429
$ 1,548,955

Liabilities and shareholders' equity
Current liabilities:
Commissions payable $ 236,056
$ 210,559
Agent bonuses 93,448
114,772
Accounts payable and accrued liabilities 99,331
88,153
Dividends payable 36,441
36,441
Deferred executive compensation 12,794
19,675
Federal income taxes payable 5,331
0
Total current liabilities 483,401
469,600

Defined benefit pension plans 208,528
221,827
Employee benefit obligations 330
756
Deferred executive compensation 12,777
13,233
Long-term borrowings 49,734
24,766
Other long-term liabilities 1,509
1,863
Total liabilities 756,279
732,045

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 16,470
16,300
Accumulated other comprehensive loss (118,935 ) (121,381 )
Retained earnings 2,121,535
2,065,911
Total contributed capital and retained earnings 2,021,240
1,963,000
Treasury stock, at cost; 22,110,132 shares held (1,155,396 ) (1,155,846 )
Deferred compensation 9,306
9,756
Total shareholders’ equity 875,150
816,910
Total liabilities and shareholders’ equity $ 1,631,429
$ 1,548,955



	Class A common stock		Class B common stock		Additional paid-in-capital		Accumulated other comprehensive (loss) income			Retained earnings			Treasury stock			Deferred compensation		Total shareholders' equity
Balance, December 31, 2018	$	1,992	$	178	$	16,459	$	(130,284	)	$	2,231,417		$	(1,157,625	)	$	11,535	$	973,672
Net income										75,311								75,311
Other comprehensive income							6,710											6,710
Dividends declared:
Class A $0.90 per share										(41,570		)						(41,570		)
Class B $135.00 per share										(343		)						(343		)
Net purchase of treasury stock ⁽²⁾					24								0					24
Deferred compensation													(1,154		)	1,154		0
Balance, March 31, 2019	$	1,992	$	178	$	16,483	$	(123,574	)	$	2,264,815		$	(1,158,779	)	$	12,689	$	1,013,804

(1) The cumulative effect adjustment is related to the implementation of new credit loss allowance accounting guidance effective January 1, 2020. See Note 2. "Significant Accounting Policies".

(2) Net purchases of treasury stock in 2020 and 2019 include the repurchase of our Class A common stock in the open market that were subsequently distributed to satisfy stock based compensation awards. See Note 11, "Capital Stock".

See accompanying notes to Financial Statements.

ERIE INDEMNITY COMPANY

STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Nine months ended						Three Months Ended
	September 30,						March 31,
	2017			2016			2020			2019
Cash flows from operating activities
Management fee received	$	1,225,966		$	1,155,234		$	453,635		$	433,735
Administrative services reimbursements received							140,300			148,308
Service agreement fee received	21,781			21,756			6,662			6,692
Net investment income received	23,593			19,643			9,364			9,112
Limited partnership distributions	2,993			7,222			254			1,225
Decrease in reimbursements collected from affiliates	(7,335		)	(11,893		)
Commissions paid to agents	(597,700		)	(565,490		)	(215,999		)	(204,633		)
Agents bonuses paid	(118,862		)	(110,503		)	(97,085		)	(104,689		)
Salaries and wages paid	(128,071		)	(119,991		)	(49,520		)	(50,840		)
Pension contribution and employee benefits paid	(62,837		)	(37,341		)
Employee benefits paid							(9,738		)	(10,875		)
General operating expenses paid	(167,985		)	(133,729		)	(68,491		)	(60,439		)
Income taxes paid	(70,504		)	(69,357		)
Administrative services expenses paid							(149,666		)	(143,046		)
Income taxes recovered							375			138
Interest paid	(705		)	—			(14		)	(448		)
Net cash provided by operating activities	120,334			155,551			20,077			24,240

Cash flows from investing activities
Purchase of investments:
Available-for-sale securities	(292,702		)	(269,237		)	(137,442		)	(220,811		)
Equity securities							(18,089		)	—
Limited partnerships	(330		)	(449		)	(13		)	(9		)
Proceeds from investments:
Available-for-sale securities sales	120,418			67,415			44,562			149,155
Available-for-sale securities maturities/calls	146,434			96,851			35,405			154,343
Trading securities	—			5,171
Equity securities							13,446			—
Limited partnerships	7,986			12,404			328			2,411
Net purchase of fixed assets	(18,036		)	(10,415		)
Net (distributions) collections on agent loans	(4,185		)	1,622
Net cash used in investing activities	(40,415		)	(96,638		)
Purchase of fixed assets							(21,086		)	(17,411		)
Loans to agents							(1,803		)	(6,233		)
Collections on agent loans							1,943			2,313
Net cash (used in) provided by investing activities							(82,749		)	63,758

Cash flows from financing activities
Dividends paid to shareholders	(109,324		)	(101,989		)	(44,940		)	(41,910		)
Net proceeds from long-term borrowings	24,961			—
Net payments on long-term borrowings							(481		)	(460		)
Net cash used in financing activities	(84,363		)	(101,989		)	(45,421		)	(42,370		)

Net decrease in cash and cash equivalents	(4,444		)	(43,076		)
Net (decrease) increase in cash and cash equivalents							(108,093		)	45,628
Cash and cash equivalents, beginning of period	189,072			182,889			336,739			266,417
Cash and cash equivalents, end of period	$	184,628		$	139,813		$	228,646		$	312,045

Supplemental disclosure of noncash transactions
Operating lease assets obtained in exchange for new operating lease liabilities							$	1,333		$	32,515
Liability incurred to purchase fixed assets							$	767		$	—

See accompanying notes to Financial Statements.

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. ~~We function solely as the management company and all insurance operations are performed by the Exchange.~~

Our primary function as attorney-in-fact is to perform ~~certain~~policy issuance and renewal services ~~for the Exchange relating to the sales, underwriting, and issuance of policies~~ on behalf of the subscribers at the Exchange. ~~This~~We also act as attorney-in-fact on behalf of 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 its insurance subsidiaries, collectively referred to as "administrative services". Acting as attorney-in-fact in these 2 capacities is done in accordance with a ~~subscriber’s~~subscriber's agreement (a limited power of attorney) executed individually by each subscriber (policyholder), which appoints us as their common attorney-in-fact to transact certain business on their behalf. Pursuant to the ~~subscriber’s~~subscriber's agreement ~~and~~ for ~~its services~~acting as attorney-in-fact in these 2 capacities, we earn 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 to 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 additional commissions and bonuses to agents, which are 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.

By virtue of its legal structure as a reciprocal insurer, the Exchange does not have ~~the ability to enter~~any employees or officers. Therefore, it enters into contractual relationships by and ~~therefore~~through an attorney-in-fact. Indemnity serves as the attorney-in-fact on behalf of the Exchange with respect to its administrative services. The Exchange's insurance subsidiaries also utilize Indemnity for these services in accordance with the service agreements between each of the subsidiaries and ~~arranges for the provision of all claims~~Indemnity. Claims handling services ~~investment~~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 ~~certain~~processing of life insurance business. Investment management services are related to investment trading activity, accounting and all other ~~common overhead and service department~~ functions ~~and serves as~~attributable to the ~~common pay agent.~~investment of funds. Included in these expenses are allocations of costs for departments that support these administrative functions. The amounts ~~Indemnity incurs in this capacity~~incurred for these services are reimbursed to Indemnity ~~from~~at cost in accordance with the ~~Exchange at cost.~~subscriber's agreement and the service agreements. 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 would 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 its management ~~fee.~~fee and cost reimbursements. See Note ~~12,~~13, "Concentrations of Credit Risk" ~~contained within~~.

Coronavirus ("COVID-19") pandemic

On March 11, 2020, the World Health Organization declared the outbreak of the coronavirus ("COVID-19") a global pandemic. The impacts of the pandemic have resulted in recessionary conditions in the economy and significant volatility in the financial markets. The Exchange will likely experience constraints on premium growth due to the economic conditions, and has announced planned future rate reductions to provide financial relief to policyholders, which will impact our management fee revenue. See also Note 15, "Subsequent Events".

The economic conditions resulting from the COVID-19 pandemic may negatively impact the collectability of the Exchange’s premiums receivable, however no such impact has been noted through the date of this report. We have experienced unrealized losses and impairment losses on our investment portfolio in the first quarter of 2020 as a result of the volatility in the financial markets. We are unable to predict the duration or extent of the business disruption or the financial impact given the ongoing development of the pandemic and its impacts on the economy and financial markets.

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 ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2017.~~2020. For further information, refer to the financial statements and footnotes included in our Form 10-K for the year ended December 31, ~~2016~~2019 as filed with the Securities and Exchange Commission on February ~~23, 2017.~~27, 2020.

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~~adopted accounting standards

~~In March 2017, the FASB issued ASU 2017-07,~~ ~~"Compensation-Retirement Benefits",~~ which requires the service cost component of net benefit costs to be reported with other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit costs are required to be presented separately from the service cost component and outside of income from operations. This amendment also allows only the service cost component to be eligible for capitalization when applicable. The guidance is effective for interim and annual periods beginning after December 15, 2017. While the presentation of the costs within the Statements of Operations will change, we do not expect a material impact on our financial statements or related disclosures.

~~In March 2017, the FASB issued ASU 2017-08,~~ ~~"Receivables-Nonrefundable Fees and Other Costs"~~, which shortens the amortization period for certain purchased callable debt securities held at a premium from maturity date to the earliest call date. ASU 2017-08 is effective for interim and annual reporting periods beginning after December 31, 2018. The guidance should be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Early adoption is permitted, including adoption in an interim period. We do not expect the adoption of this guidance to have a material impact on our financial statements.

In June 2016, the ~~FASB~~Financial Accounting Standards Board issued ~~ASU~~Accounting Standards Update ("ASU") 2016-13, "Financial Instruments-Credit Losses", which requires financial assets measured at amortized cost to be presented at the net amount expected to be collected through the use of a new forward-looking current expected credit loss model and credit losses relating to available-for-sale debt securities to be recognized through an allowance for credit losses. ~~ASU 2016-13 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption for interim and annual periods beginning after December 15, 2018 is permitted.~~ We ~~have evaluated the impact of~~adopted this guidance, which applies to our receivable from Erie Insurance Exchange and affiliates, agent loans and investments, on ~~our invested assets.~~January 1, 2020.

For assets measured at amortized cost for which a current expected credit loss allowance was required, we adopted the guidance using the modified-retrospective approach. At January 1, 2020, we recorded current expected credit loss allowances related to agent loans of $0.8 million and receivables from Erie Insurance Exchange and affiliates of $0.6 million. This resulted in the recording of a cumulative effect adjustment, net of taxes, to retained earnings of $1.1 million. Our available-for-sale investments are not measured at amortized cost, ~~which are the investments that~~and therefore do not require the use of a ~~new~~current expected credit loss model. ~~Our available-for-sale debt securities will continue~~Any credit losses, however, are required to be ~~monitored for credit losses which would be reflected~~recorded as an allowance for credit losses rather than a reduction of the carrying value of the asset. ~~The other material financial assets subject to this~~For available-for-sale securities, we adopted the guidance include our receivables from Erie Insurance Exchange and affiliates. Given the financial strength of the Exchange, demonstrated by its strong surplus position and industry ratings, it is unlikely these receivables would have significant, if any, credit loss exposure. We do not expect a material impact on our financial statements or related disclosures as a result of this guidance.

~~In February 2016, the FASB issued ASU 2016-02,~~ ~~"Leases"~~, which requires lessees to recognize assets and liabilities arising from operating leases on the statement of financial position and to disclose key information about leasing arrangements. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Leases are required to be recognized and measured at the beginning of the earliest period presented using a modified retrospective approach. Early adoption is permitted. We expect to adopt ASU 2016-02 as of January 1, 2019 using the ~~modified retrospective method. Under existing guidance, we recognize lease expense as a component~~prospective approach. We recorded an allowance for credit losses of ~~operating expenses in the Statements of Operations. We are in the process of evaluating our existing lease contracts to determine the impact to our financial statements and disclosures.~~

~~In January 2016, the FASB issued ASU 2016-01,~~ ~~"Financial Instruments-Overall"~~. ASU 2016-01 revises the accounting related to the classification and measurement of investments in equity securities and the presentation of certain fair value changes for financial liabilities measured$0.6 million at fair value. ASU 2016-01 is effective for interim and annual reporting periods beginning after December 15, 2017. As of September 30, 2017, we do not own any equity security investments, therefore theMarch 31, 2020. The adoption of this guidance would have no impact to our financial statements. We will continue to monitor our investment portfolio as we may enter into investments in equity securities; however, at this time we do not expect that recognizing the change in fair value of future equity investments through net income instead of accumulated other comprehensive income would be material.

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~"Revenue from Contracts with Customers"~~. ASU 2014-09 requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period with early application permitted beginning in the first interim period in 2017. We expect to adopt the ASU 2014-09 as of January 1, 2018 under the modified retrospective method where the cumulative effect is recognized at the date of initial application. Our evaluation is ongoing and not complete. We performed an analysis in accordance with the steps identified in the new guidance around the recognition, measurement, and presentation of management fee revenue. We determined that service fee revenue is not within the scope of the new guidance. We have preliminarily concluded that adoption of this guidance willstandard did not have a material impact on our Statements of Financial Position, net income or net cash flows.

Investments

Available-for-sale securities - Fixed maturity debt securities and redeemable preferred stock are classified as available-for-sale and reported at fair value with unrealized investment gains and losses, net of income taxes, recognized in other comprehensive income (loss). Available-for-sale securities with a remaining maturity of 12 months or less and any security that we intend to sell as of the reporting date are classified as current assets.

Available-for-sale securities in an unrealized loss position are evaluated to determine whether the impairment is a result of credit loss or other factors. If we have the intent to sell or it's more likely than not that we would be required to sell the security before recovery of the amortized cost basis, the entire impairment is recognized in earnings. Securities that have experienced a decline in fair value that we do not intend to sell, and that we will not be required to sell before recovery, are evaluated to determine if the decline in fair value is credit related. Impairment resulting from a credit loss is recognized in earnings with a corresponding allowance on the balance sheet. Future recoveries of credit loss result in an adjustment to the allowance and earnings in the period the credit conditions improve. Factors considered in the evaluation of credit loss include the extent to which fair value is less than cost and fundamental factors specific to the issuer such as financial condition, changes in credit ratings, near and long-term business prospects and other factors, as well as the likelihood of recovery of the amortized cost of the security. If the qualitative review indicates credit impairment, the allowance for credit loss is measured as the amount that the security’s amortized cost exceeds the present value of cash flows expected to be collected and is limited to the amount that fair value is below amortized cost.

Realized gains and losses and investment income –Realized gains and losses on sales of available-for-sale and equity securities are recognized in income based upon the specific identification method and reported as net realized investment gains (losses). Interest income is recognized as earned and includes amortization of premium and accretion of discount. Income is recognized based on the constant effective yield method, which includes periodically updated prepayment assumptions obtained from third party data sources on our prepaying securities. The effective yield for prepaying securities is recalculated on a retrospective

basis. Dividend income is recognized at the ex-dividend date. Both interest and dividend income are reported as net investment income. We do not record an allowance for credit losses on accrued investment income as any amount deemed uncollectible is reversed from interest income in the period the expected payment defaults.

Agent loans

Agent loans, the majority of which are senior secured, are carried at unpaid principal balance with interest recorded in investment income as earned. The current portion of agent loans is recorded in prepaid expenses and other current assets. The adoption of ASU 2016-13 on January 1, 2020 requires the recording of a current expected credit loss allowance on these loans. The allowance is estimated using available loss history and/or external loss rates based on comparable loan losses and considers current conditions and forecasted information. When establishing the expected credit loss allowance upon implementation of ASU 2016-13, a cumulative effect adjustment was recorded to beginning retained earnings. Future changes to the allowance will be recognized in earnings as adjustments to net impairment losses. Prior to the adoption of ASU 2016-13, we did not record an allowance for credit losses as the majority of these loans are senior secured and have had insignificant default amounts.

Other assets

Other assets include operating lease assets and other long-term prepaid assets. The determination of whether an arrangement is a lease, and the related lease classification, is made at inception of a contract. Our leases are classified as operating leases. Operating lease assets and liabilities are recorded at inception based on the present value of the future minimum lease payments over the lease term at commencement date. When an implicit rate for the lease is not available, we use our incremental borrowing rate based on the information available at commencement date to determine the present value of future payments. Lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Most of our lease contracts contain lease and non-lease components. Non-lease components are expensed as incurred. Operating lease assets are included in other assets, and the current and noncurrent portions of the operating lease liabilities are included in accounts payable and accrued expenses and other long-term liabilities, respectively.

Note 3. Revenue

Themajority of our revenue is derived from the subscriber’s agreement between us and the subscribers (policyholders) at the Exchange. Pursuant to the subscriber’s agreement, we earn 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, ~~recognition pattern~~currently 25% of the direct and affiliated assumed written premiums of the Exchange, between the 2 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 Exchange, as well as the service provider for its insurance subsidiaries, with respect to all administrative services. The transaction price, including management fee revenue and administrative service reimbursement revenue, 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 allocation 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. We reviewed our ~~financial statements. We are also reviewing agreements~~transaction price allocation at March 31, 2020 considering current economic conditions related to the ~~amounts~~COVID-19 pandemic and determined that there was no material change to the allocation in the current period.

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). Our customer, 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.

The Exchange, by virtue of its legal structure as a reciprocal insurer, does not have any employees or officers. Therefore, it enters into contractual relationships by and through an attorney-in-fact. Indemnity serves as the attorney-in-fact on behalf of the Exchange with respect to its administrative services in accordance with 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 time as these services are provided. The portion of revenue not yet earned is recorded as a contract liability in the Statements of Financial Position. The administrative services expenses we incur and the related reimbursements we receive ~~as reimbursements~~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 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.

A constraining estimate exists around the management fee received as consideration related to the potential for management fee 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 unearned premiums are refunded to them. We maintain an estimated allowance to reduce the management fee to its ~~subsidiaries, such as claims-related expenses, investment and other overhead expenses. While~~estimated net realizable value to account for the ~~expenses are reimbursed~~potential of mid-term policy cancellations based on historical cancellation rates. At March 31, 2020, we adjusted our historical cancellation rates to usfactor in the potential for increased cancellations given the current economic conditions related to the COVID-19 pandemic, resulting in a $3.5 million increase to our current allowance at ~~actual cost, we are evaluating if there is~~March 31, 2020 compared to a $0.9 million increase at March 31, 2019.

This estimated allowance has been allocated between the 2 performance ~~obligation that would require~~obligations consistent with the revenue allocation ofproportions.

The following table disaggregates revenue ~~under this guidance. Additionally, we are evaluating the impact of the new disclosure requirements.~~by our 2 performance obligations:



	Three months ended March 31,
(in thousands)	2020		2019
Management fee revenue - policy issuance and renewal services, net	$	443,750	$	430,983

Management fee revenue - administrative services, net	14,771		13,951
Administrative services reimbursement revenue	151,554		142,480
Total administrative services	$	166,325	$	156,431

Note 3.4. 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 9,11, "Capital Stock".

Class A diluted earnings per share are 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:


	Three months ended September 30,										Three months ended March 31,
	2017					2016					2020					2019
(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		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	$	58,064	46,188,949	$	1.26	$	56,906	46,188,980	$	1.23	$	58,840	46,188,789	$	1.27	$	74,694	46,188,337	$	1.62
Dilutive effect of stock-based awards	0		27,127	—		0		121,523	—		0		34,761	—		0		22,899	—
Assumed conversion of Class B shares	479		6,100,800	—		470		6,100,800	—		486		6,100,800	—		617		6,100,800	—
Class A – Diluted EPS:
Income available to Class A stockholders on Class A equivalent shares	$	58,543	52,316,876	$	1.12	$	57,376	52,411,303	$	1.09	$	59,326	52,324,350	$	1.13	$	75,311	52,312,036	$	1.44
Class B – Basic EPS:
Class B – Basic and diluted EPS:
Income available to Class B stockholders	$	479	2,542	$	189	$	470	2,542	$	185	$	486	2,542	$	191	$	617	2,542	$	243
Class B – Diluted EPS:
Income available to Class B stockholders	$	479	2,542	$	189	$	469	2,542	$	185

Nine months ended September 30,
2017 2016
(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 $ 163,596
46,186,109
$ 3.54
$ 163,233
46,188,971
$ 3.53
Dilutive effect of stock-based awards 0
55,541
—
0
152,926
—
Assumed conversion of Class B shares 1,350
6,100,800
—
1,347
6,100,800
—
Class A – Diluted EPS:

Income available to Class A stockholders on Class A equivalent shares $ 164,946
52,342,450
$ 3.15
$ 164,580
52,442,697
$ 3.14
Class B – Basic EPS:

Income available to Class B stockholders $ 1,350
2,542
$ 531
$ 1,347
2,542
$ 530
Class B – Diluted EPS:
Income available to Class B stockholders $ 1,350
2,542
$ 531
$ 1,346
2,542
$ 529

Note 4.5. Fair Value

Financial instruments carried at fair value

Our available-for-sale and ~~trading~~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 ~~trading~~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. Although virtually all of our prices are obtained from third party sources, we also perform an internal pricing review on outliers, which include securities with price changes inconsistent with current market conditions. 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 ~~category includes those~~ securities are valued using an exchange traded price provided by the pricing service. ~~The methodologies used by the pricing~~Pricing service ~~that support a~~valuations for Level 2 ~~classification of a financial instrument~~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.

We perform continuous reviews of the prices obtained from the pricing service. This includes evaluating the methodology and inputs used by the pricing service to ensure that we determine the proper classification level of the financial instrument. Price variances, including large periodic changes, are investigated and corroborated by market data. We have reviewed the pricing methodologies of our pricing service as well as other observable inputs, such as data, and transaction volumes and believe that their prices adequately consider market activity in determining fair value. Our review process continues to evolve based upon accounting guidance and requirements.

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. ~~Our evaluation includes the consideration~~As of ~~benchmark yields, reported trades, issuer spreads, two-sided markets, benchmark~~March 31, 2020, nearly all of our available-for-sale and equity securities ~~bids, offers, and reference data.~~were priced using a third party pricing service.

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

input as of:



	March 31, 2020
(in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities:
Corporate debt securities	$	439,297	$	2,243	$	424,998	$	12,056
Residential mortgage-backed securities	127,417		0		127,417		0
Commercial mortgage-backed securities	88,602		0		81,219		7,383
Collateralized debt obligations	87,615		0		87,615		0
Other debt securities	8,722		0		8,722		0
Total available-for-sale securities	751,653		2,243		729,971		19,439
Equity securities - nonredeemable preferred stock:
Financial services sector	47,099		15,637		31,462		0
Utilities sector	6,469		3,411		3,058		0
Communications sector	2,215		2,215		0		0
Energy sector	1,005		0		1,005		0
Other sectors	1,226		897		329		0
Total equity securities	58,014		22,160		35,854		0
Total	$	809,667	$	24,403	$	765,825	$	19,439

At September 30, 2017
Fair value measurements using:
(in thousands)

Total
Quoted prices in
active markets for identical assets
Level 1

Observable inputs
Level 2

Unobservable inputs
Level 3
Available-for-sale securities:
U.S. treasury $ 11,834
$ 0
$ 11,834
$ 0
States & political subdivisions 261,966
0
261,966
0
Foreign government securities 507
0
507
0
Corporate debt securities 346,372
0
338,457
7,915
Residential mortgage-backed securities 25,719
0
25,719
0
Commercial mortgage-backed securities 34,331
0
34,331
0
Collateralized debt obligations 62,381
0
62,381
0
Other debt securities 6,156
0
6,156
0
Total fixed maturities 749,266
0
741,351
7,915
Total available-for-sale securities 749,266
0
741,351
7,915
Other investments ⁽¹⁾
4,338
—
—
—
Total $ 753,604
$ 0
$ 741,351
$ 7,915



	December 31, 2019
(in thousands)	Total		Level 1		Level 2		Level 3
Available-for-sale securities:
Corporate debt securities	$	454,880	$	2,683	$	443,873	$	8,324
Residential mortgage-backed securities	125,343		0		125,343		0
Commercial mortgage-backed securities	67,541		0		64,220		3,321
Collateralized debt obligations	77,856		0		77,856		0
Other debt securities	5,081		0		5,081		0
Total available-for-sale securities	730,701		2,683		716,373		11,645
Equity securities - nonredeemable preferred and common stock:
Financial services sector	53,513		14,927		38,586		0
Utilities sector	6,818		3,190		3,628		0
Communications sector	3,433		3,433		0		0
Energy sector	1,881		0		1,881		0
Other sectors	1,488		0		1,488		0
Total equity securities	67,133		21,550		45,583		0
Total	$	797,834	$	24,233	$	761,956	$	11,645

At December 31, 2016
Fair value measurements using:
(in thousands)

Total Quoted prices in
active markets for identical assets
Level 1 Observable inputs
Level 2 Unobservable inputs
Level 3
Available-for-sale securities:
U.S. treasury $ 5,031
$ 0
$ 5,031
$ 0
Government sponsored entities 2,026
0
2,026
0
States & political subdivisions 253,132
0
253,132
0
Corporate debt securities 322,948
0
313,596
9,352
Residential mortgage-backed securities 16,102
0
16,102
0
Commercial mortgage-backed securities 36,849
0
36,849
0
Collateralized debt obligations 69,253
0
69,253
0
Other debt securities 2,000
0
2,000
0
Total fixed maturities 707,341
0
697,989
9,352
Common stock 5,950
5,950
0
0
Total available-for-sale securities 713,291
5,950
697,989
9,352
Other investments ⁽¹⁾
4,412
—
—
—
Total $ 717,703
$ 5,950
$ 697,989
$ 9,352

~~(1)~~Other investments measured at fair value represent real estate funds included on the balance sheet as limited partnership investments that are reported under the fair value option using the net asset value practical expedient. These amounts are not required to be categorized in the fair value hierarchy. The investments can never be redeemed with the funds. Instead, distributions are received when liquidation of the underlying assets of the funds occur. It is estimated that the underlying assets will generally be liquidated between 5 ~~and~~ 10 years from the inception of the funds. The fair value of these investments is based on the net asset value (NAV) information provided by the general partner. Fair value is based on our proportionate share of the NAV based on the most recent partners' capital statements received from the general partners, which is generally one quarter prior to our balance sheet date. These values are then analyzed to determine if the NAV represents fair value at our balance sheet date, with adjustment being made where appropriate. We consider observable market data and perform a review validating the appropriateness of the NAV at each balance sheet date. It is likely that all of the investments will be redeemed at a future date for an amount different than the NAV of our ownership interest in partners' capital as of September 30, 2017 and December 31, 2016. During the nine months ended September 30, 2017, no contributions were made and distributions totaling $0.3 million were received from these investments. During the year ended December 31, 2016, no contributions were made and distributions totaling $0.9 million were received from these investments. There were no unfunded commitments related to the investments as of September 30, 2017, and $0.3 million as of December 31, 2016.

We review the fair value hierarchy classifications each reporting period. Transfers between hierarchy levels may occur due to changes in ~~the~~ available market observable inputs. ~~Transfers in and out of level classifications are reported as having occurred at the beginning of the quarter in which the transfers occurred.~~

~~There were no transfers between Level 1 and Level 2 for the three and nine months ended September 30, 2017 and 2016, respectively.~~

Level 3 Assets – ~~Quarterly~~Year-to-Date Change:



(in thousands)	Beginning balance at December 31, 2019		Included in earnings⁽¹⁾			Included in other comprehensive income			Purchases		Sales			Transfers into Level 3⁽²⁾		Transfers out of Level 3⁽²⁾			Ending balance at March 31, 2020
Available-for-sale securities:
Corporate debt securities	$	8,324	$	7		$	(1,378	)	$	1,718	$	(427	)	$	6,895	$	(3,083	)	$	12,056
Commercial mortgage-backed securities	3,321		(8		)	(148		)	312		(86		)	4,557		(565		)	7,383
Total Level 3 available-for-sale securities	$	11,645	$	(1	)	$	(1,526	)	$	2,030	$	(513	)	$	11,452	$	(3,648	)	$	19,439

(in thousands)

Beginning balance at June 30, 2017
Included in earnings⁽¹⁾

Included
in other comprehensive
income
Purchases Sales
Transfers into Level 3⁽²⁾

Transfers out of Level 3⁽²⁾
Ending balance at September 30, 2017
Available-for-sale securities:
Corporate debt securities $ 9,295
$ 24
$ (60 ) $ 539
$ (1,240 ) $ 2,633
$ (3,276 ) $ 7,915
Total fixed maturities 9,295
24
(60 ) 539
(1,240 ) 2,633
(3,276 ) 7,915
Total available-for-sale securities 9,295
24
(60 ) 539
(1,240 ) 2,633
(3,276 ) 7,915
Total Level 3 assets $ 9,295
$ 24
$ (60 ) $ 539
$ (1,240 ) $ 2,633
$ (3,276 ) $ 7,915

Level 3 Assets – Year-to-Date Change:



(in thousands)	Beginning balance at December 31, 2018		Included in earnings⁽¹⁾			Included in other comprehensive income		Purchases		Sales			Transfers into Level 3⁽²⁾		Transfers out of Level 3⁽²⁾			Ending balance at March 31, 2019
Available-for-sale securities:
Corporate debt securities	$	12,577	$	11		$	268	$	734	$	(431	)	$	4,813	$	(6,449	)	$	11,523
Residential mortgage-backed securities	0		0			0		921		(6		)	0		0			915
Commercial mortgage-backed securities	0		(2		)	0		478		0			706		0			1,182
Total Level 3 available-for-sale securities	$	12,577	$	9		$	268	$	2,133	$	(437	)	$	5,519	$	(6,449	)	$	13,620

(in thousands)

Beginning balance at December 31, 2016
Included in earnings⁽¹⁾

Included
in other comprehensive
income
Purchases Sales
Transfers into Level 3⁽²⁾

Transfers out of Level 3⁽²⁾
Ending balance at September 30, 2017
Available-for-sale securities:
Corporate debt securities $ 9,352
$ 3
$ (108 ) $ 4,520
$ (4,372 ) $ 8,444
$ (9,924 ) $ 7,915
Total fixed maturities 9,352
3
(108 ) 4,520
(4,372 ) 8,444
(9,924 ) 7,915
Total available-for-sale securities 9,352
3
(108 ) 4,520
(4,372 ) 8,444
(9,924 ) 7,915
Total Level 3 assets $ 9,352
$ 3
$ (108 ) $ 4,520
$ (4,372 ) $ 8,444
$ (9,924 ) $ 7,915

~~Level 3 Assets – Quarterly Change:~~

(in thousands)

Beginning balance at June 30, 2016
Included in earnings⁽¹⁾

Included
in other
comprehensive
income
Purchases Sales
Transfers into Level 3⁽²⁾

Transfers out of Level 3⁽²⁾
Ending balance at September 30, 2016
Available-for-sale securities:
Corporate debt securities $ 8,851
$ 22
$ 38
$ 3,217
$ (318 ) $ 2,514
$ (4,135 ) $ 10,189
Commercial mortgage-backed securities 1,003
0
0
0
0
0
(1,003 ) 0
Collateralized debt obligations 1,200
0
7
3,000
0
2,114
(1,200 ) 5,121
Total fixed maturities 11,054
22
45
6,217
(318 ) 4,628
(6,338 ) 15,310
Total available-for-sale securities 11,054
22
45
6,217
(318 ) 4,628
(6,338 ) 15,310
Total Level 3 assets $ 11,054
$ 22
$ 45
$ 6,217
$ (318 ) $ 4,628
$ (6,338 ) $ 15,310

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

(in thousands)

Beginning balance at December 31, 2015
Included in earnings⁽¹⁾

Included
in other
comprehensive
income
Purchases Sales
Transfers into Level 3⁽²⁾

Transfers out of Level 3⁽²⁾
Ending balance at September 30, 2016
Available-for-sale securities:
Corporate debt securities $ 69
$ 67
$ 119
$ 11,887
$ (924 ) $ 5,470
$ (6,499 ) $ 10,189
Commercial mortgage-backed securities 0
0
3
1,000
0
0
(1,003 ) 0
Collateralized debt obligations 8,577
4
(5 ) 7,722
(54 ) 2,114
(13,237 ) 5,121
Total fixed maturities 8,646
71
117
20,609
(978 ) 7,584
(20,739 ) 15,310
Total available-for-sale securities 8,646
71
117
20,609
(978 ) 7,584
(20,739 ) 15,310
Total Level 3 assets $ 8,646
$ 71
$ 117
$ 20,609
$ (978 ) $ 7,584
$ (20,739 ) $ 15,310


(1)	These amounts are reported ~~in the Statements of Operations~~ as net investment income and net realized investment (losses) gains ~~(losses)~~ for ~~the~~ 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.

Quantitative and Qualitative Disclosures about Unobservable Inputs

~~When~~Investments totaling $12.4 million and $1.3 million at March 31, 2020 and December 31, 2019, respectively, were priced using a ~~non-binding~~non-binder broker quote ~~was~~as the only pricing input ~~available, the security was~~and were classified within Level 3. ~~Use~~The quantitative detail of ~~non-binding broker quotes totaled $7.9 million at September 30, 2017. The~~the unobservable inputs ~~are not~~supporting these quotes is neither provided nor reasonably available to us. Our Level 3 assets are not material in total and, with the exception of the tables above, additional Level 3 disclosures are not provided.

Financial instruments not carried at fair value

The following table presents ~~our~~the carrying values and fair values of financial instruments categorized as Level 3 in the fair value

hierarchy that are recorded at carrying value ~~measurements on a recurring basis by pricing source:~~as of:

(in thousands) At September 30, 2017
Total Level 1 Level 2 Level 3
Fixed maturities:
Priced via pricing services $ 749,266
$ 0
$ 741,351
$ 7,915
Total fixed maturities 749,266
0
741,351
7,915
Other investments:
Priced via unobservable inputs ⁽¹⁾
4,338
—
—
—
Total other investments 4,338
—
—
—
Total $ 753,604
$ 0
$ 741,351
$ 7,915



	March 31, 2020				December 31, 2019
(in thousands)	Carrying value		Fair value		Carrying value		Fair value
Agent loans ⁽¹⁾	$	66,574	$	61,455	$	67,696	$	71,602
Long-term borrowings ⁽²⁾	97,599		122,557		98,080		101,888


(1)	~~Other investments measured at~~The discount rate used to calculate fair value ~~represent real estate funds included on~~at March 31, 2020 is reflective of an increase in the ~~balance sheet as limited partnership investments that are reported under~~BB+ financial yield curve due to the market volatility resulting from the COVID-19 pandemic.

(2)

The discount rate used to calculate fair value ~~option using~~at March 31, 2020 is reflective of a decline in U.S. Treasury bond yields due to the ~~net asset value practical expedient. These amounts are not required to be categorized in~~market volatility resulting from the ~~fair value hierarchy. The fair value of these investments is based on the NAV information provided by the general partner.~~COVID-19 pandemic.

~~There were no assets measured at fair value on a nonrecurring basis during the nine months ended September 30, 2017.~~

Note 5.6. Investments

Available-for-sale securities

See Note 5, "Fair Value" for additional fair value disclosures. The following tables summarize the cost and fair value, net of credit loss allowance, of our available-for-sale ~~securities:~~

securities as of:


	At September 30, 2017								March 31, 2020
(in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value		Amortized cost		Gross unrealized gains		Gross unrealized losses ⁽¹⁾		Estimated fair value
Available-for-sale securities:
U.S. treasury	$	11,878	$	0	$	44	$	11,834
States & political subdivisions	254,835		7,809		678		261,966
Foreign government securities	501		6		0		507
Corporate debt securities	345,003		2,201		832		346,372		$	460,508	$	1,954	$	23,165	$	439,297
Residential mortgage-backed securities	25,388		404		73		25,719		124,082		3,748		413		127,417
Commercial mortgage-backed securities	34,892		73		634		34,331		91,355		976		3,729		88,602
Collateralized debt obligations	62,193		207		19		62,381		94,210		40		6,635		87,615
Other debt securities	6,119		37		0		6,156		9,163		84		525		8,722
Total fixed maturities	740,809		10,737		2,280		749,266
Total available-for-sale securities	$	740,809	$	10,737	$	2,280	$	749,266
Total available-for-sale securities, net									$	779,318	$	6,802	$	34,467	$	751,653


(1)	The increase in gross unrealized losses in the first quarter of 2020 is primarily due to the financial market volatility resulting from the COVID-19 pandemic.



	December 31, 2019
(in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Estimated fair value
Corporate debt securities	$	450,295	$	6,289	$	1,704	$	454,880
Residential mortgage-backed securities	124,337		1,056		50		125,343
Commercial mortgage-backed securities	67,210		479		148		67,541
Collateralized debt obligations	78,059		44		247		77,856
Other debt securities	5,049		71		39		5,081
Total available-for-sale securities, net	$	724,950	$	7,939	$	2,188	$	730,701

At December 31, 2016
(in thousands)
Amortized
cost
Gross unrealized gains Gross unrealized losses Estimated fair value
Available-for-sale securities:
U.S. treasury $ 5,093
$ 0
$ 62
$ 5,031
Government sponsored entities 2,004
22
0
2,026
States & political subdivisions 249,312
6,113
2,293
253,132
Corporate debt securities 321,041
3,293
1,386
322,948
Residential mortgage-backed securities 16,232
61
191
16,102
Commercial mortgage-backed securities 37,723
59
933
36,849
Collateralized debt obligations 68,998
351
96
69,253
Other debt securities 2,000
0
0
2,000
Total fixed maturities 702,403
9,899
4,961
707,341
Common stock 6,152
0
202
5,950
Total available-for-sale securities $ 708,555
$ 9,899
$ 5,163
$ 713,291

The amortized cost and estimated fair value of ~~fixed maturities~~available-for-sale securities at ~~September 30, 2017~~March 31, 2020 are shown below by remaining contractual term to maturity. ~~Mortgage-backed securities are allocated based upon their stated maturity dates.~~ 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, 2020
	Amortized		Estimated
(in thousands)	cost		fair value
Due in one year or less	$	27,108	$	26,764
Due after one year through five years	344,995		333,389
Due after five years through ten years	134,580		125,505
Due after ten years	272,635		265,995
Total available-for-sale securities ⁽¹⁾	$	779,318	$	751,653


(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 Statements of Financial Position at March 31, 2020.

At September 30, 2017
(in thousands) Amortized Estimated
cost fair value
Due in one year or less $ 65,085
$ 65,208
Due after one year through five years 332,904
337,986
Due after five years through ten years 239,042
242,425
Due after ten years 103,778
103,647
Total fixed maturities $ 740,809
$ 749,266

~~Available-for-sale securities in a gross unrealized loss position are as follows. Data is provided by length of time for securities in a gross unrealized loss position.~~

At September 30, 2017
(in thousands) Less than 12 months 12 months or longer Total

Fair
value
Unrealized losses
Fair
value
Unrealized losses
Fair
value
Unrealized losses No. of holdings
Available-for-sale securities:
U.S. treasury $ 11,835
$ 44
$ 0
$ 0
$ 11,835
$ 44
4
States & political subdivisions 49,278
449
7,280
229
56,558
678
26
Corporate debt securities 108,828
619
19,951
213
128,779
832
255
Residential mortgage-backed securities 5,553
19
5,771
54
11,324
73
10
Commercial mortgage-backed securities 12,793
106
11,019
528
23,812
634
21
Collateralized debt obligations 16,426
19
0
0
16,426
19
8
Total fixed maturities 204,713
1,256
44,021
1,024
248,734
2,280
324
Total available-for-sale securities $ 204,713
$ 1,256
$ 44,021
$ 1,024
$ 248,734
$ 2,280
324
Quality breakdown of fixed maturities:
Investment grade $ 152,341
$ 745
$ 42,020
$ 533
$ 194,361
$ 1,278
113
Non-investment grade 52,372
511
2,001
491
54,373
1,002
211
Total fixed maturities $ 204,713
$ 1,256
$ 44,021
$ 1,024
$ 248,734
$ 2,280
324

At December 31, 2016
(in thousands) Less than 12 months 12 months or longer Total

Fair
value

Unrealized
losses

Fair
value

Unrealized
losses

Fair
value

Unrealized
losses

No. of
holdings
Available-for-sale securities:
U.S. treasury $ 5,031
$ 62
$ 0
$ 0
$ 5,031
$ 62
1
States & political subdivisions 84,611
2,293
0
0
84,611
2,293
40
Corporate debt securities 112,453
987
8,692
399
121,145
1,386
155
Residential mortgage-backed securities 7,451
60
4,974
131
12,425
191
13
Commercial mortgage-backed securities 26,509
437
4,319
496
30,828
933
28
Collateralized debt obligations 27,470
75
4,208
21
31,678
96
15
Total fixed maturities 263,525
3,914
22,193
1,047
285,718
4,961
252
Common stock 5,950
202
0
0
5,950
202
1
Total available-for-sale securities $ 269,475
$ 4,116
$ 22,193
$ 1,047
$ 291,668
$ 5,163
253
Quality breakdown of fixed maturities:
Investment grade $ 239,041
$ 3,605
$ 16,061
$ 399
$ 255,102
$ 4,004
136
Non-investment grade 24,484
309
6,132
648
30,616
957
116
Total fixed maturities $ 263,525
$ 3,914
$ 22,193
$ 1,047
$ 285,718
$ 4,961
252

The ~~above~~below securities have been evaluated and determined to be temporary ~~impairments~~declines in fair value for which we expect to recover our entire principal plus interest. The ~~primary components~~following table presents available-for-sale securities based on length of ~~this analysis include~~time in a ~~general review~~gross unrealized loss position as of:



	March 31, 2020
	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	$	299,653	$	20,247	$	6,822	$	2,918	$	306,475	$	23,165	662
Residential mortgage-backed securities	2,798		413		0		0		2,798		413		4
Commercial mortgage-backed securities	59,786		3,729		0		0		59,786		3,729		73
Collateralized debt obligations	72,456		5,490		13,122		1,145		85,578		6,635		87
Other debt securities	6,358		525		0		0		6,358		525		15
Total available-for-sale securities	$	441,051	$	30,404	$	19,944	$	4,063	$	460,995	$	34,467	841
Quality breakdown of available-for-sale securities:
Investment grade	$	362,145	$	19,158	$	13,122	$	1,146	$	375,267	$	20,304	298
Non-investment grade	78,906		11,246		6,822		2,917		85,728		14,163		543
Total available-for-sale securities	$	441,051	$	30,404	$	19,944	$	4,063	$	460,995	$	34,467	841



	December 31, 2019
	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	$	25,804	$	342	$	15,699	$	1,362	$	41,503	$	1,704	158
Residential mortgage-backed securities	16,712		50		0		0		16,712		50		7
Commercial mortgage-backed securities	21,981		147		372		1		22,353		148		30
Collateralized debt obligations	20,889		33		41,010		214		61,899		247		49
Other debt securities	2,350		39		0		0		2,350		39		2
Total available-for-sale securities	$	87,736	$	611	$	57,081	$	1,577	$	144,817	$	2,188	246
Quality breakdown of available-for-sale securities:
Investment grade	$	76,315	$	287	$	46,390	$	218	$	122,705	$	505	100
Non-investment grade	11,421		324		10,691		1,359		22,112		1,683		146
Total available-for-sale securities	$	87,736	$	611	$	57,081	$	1,577	$	144,817	$	2,188	246

Credit loss allowance on investments

As of ~~market conditions~~March 31, 2020, the current expected credit loss allowance on agent loans is $1.0 million and ~~financial performance of~~ the ~~issuer along with the extent and duration at which fair value~~credit loss allowance on available-for-sale securities is less than cost. Any securities that we intend to sell or will more likely than not be required to sell before recovery are included in other-than-temporary impairments with the impairment charges recognized in earnings.$0.6 million.

Net investment income

~~Interest and dividend income are recognized as earned and recorded to net investment income.~~ Investment income, net of expenses, was generated from the following ~~portfolios:~~portfolios for the three months ended March 31:



(in thousands)	2020		2019
Available-for sale securities	$	5,788	$	6,161
Equity securities	856		141
Cash equivalents and other	1,974		2,465
Total investment income	8,618		8,767
Less: investment expenses	249		250
Investment income, net of expenses	$	8,369	$	8,517

(in thousands) Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Fixed maturities $ 4,234
$ 5,245
$ 16,358
$ 14,629
Equity securities 0
50
49
132
Cash equivalents and other 1,936
366
2,852
1,011
Total investment income 6,170
5,661
19,259
15,772
Less: investment expenses 200
330
1,075
888
Net investment income $ 5,970
$ 5,331
$ 18,184
$ 14,884

Realized investment (losses) gains ~~(losses)~~

Realized (losses) gains ~~and losses on sales of securities are recognized in income based upon the specific identification method. Realized gains (losses)~~ on investments were as ~~follows:~~follows for the three months ended March 31:

(in thousands) Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Available-for-sale securities:

Fixed maturities:

Gross realized gains $ 1,621
$ 603
$ 2,708
$ 1,175
Gross realized losses (722 ) (27 ) (1,116 ) (1,819 )
Net realized gains (losses) 899
576
1,592
(644 )
Equity securities:

Gross realized losses 0
0
(145 ) (34 )
Net realized losses 0
0
(145 ) (34 )
Trading securities:

Common stock:

Gross realized gains 0
121
0
707
Increases in fair value⁽¹⁾
0
21
0
0
Net realized gains 0
142
0
707
Miscellaneous:

Gross realized gains 0
0
94
0
Gross realized losses 0
0
(2 ) 0
Net realized gains 0
0
92
0
Net realized investment gains $ 899
$ 718
$ 1,539
$ 29



(in thousands)	2020			2019
Available-for-sale securities:
Gross realized gains	$	1,074		$	2,258
Gross realized losses	(459		)	(340		)
Net realized gains on available-for-sale securities	615			1,918
Equity securities ⁽¹⁾	(11,422		)	585
Miscellaneous	1			—
Net realized investment (losses) gains	$	(10,806	)	$	2,503


(1)	The ~~fair value~~increase in net losses recognized on equity securities in the first quarter of ~~our common stocks~~2020 is ~~determined based upon exchange traded prices provided by a nationally recognized pricing service.~~primarily due to the financial market volatility resulting from the COVID-19 pandemic.

The portion of net unrealized gains and 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)	2020			2019
Equity securities:
Net (losses) gains recognized during the period ⁽¹⁾	$	(11,422	)	$	585
Less: net losses recognized on securities sold	(37		)	0
Net unrealized (losses) gains recognized on securities held at reporting date	$	(11,385	)	$	585


(1)	The increase in net losses recognized on equity securities in the first quarter of 2020 is primarily due to the financial market volatility resulting from the COVID-19 pandemic.

Net ~~impairment~~impairments losses recognized in earnings

~~The components~~Upon adoption of ~~other-than-temporary~~ASU 2016-13 on January 1, 2020, impairments on ~~investments were as follows:~~

(in thousands) Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Fixed maturities $ 0

$ 0
$ (182 ) $ (345 )
Total other-than-temporary impairments 0

0
(182 ) (345 )
Portion recognized in other comprehensive income 0

0
0
0
Net impairment losses recognized in earnings $ 0

$ 0
$ (182 ) $ (345 )

~~In considering if fixed maturity~~available-for-sale securities ~~were credit-impaired, some of the~~that are deemed to be credit related are recognized in earnings with a corresponding available-for-sale security allowance. All unrealized losses related to factors ~~considered include: potential for the default of interest and/or principal, level of subordination, collateral of the issue, compliance with financial covenants,~~other than credit ~~ratings and industry conditions. We have~~are recorded in other comprehensive (loss) income. Prior to January 1, 2020, we had the intent to sell all credit-impaired ~~fixed maturity~~available-for-sale securities; therefore, the entire amount of the impairment charges ~~were~~was included in earnings and no ~~non-credit~~ impairments were recognized in other comprehensive (loss) income.

~~Limited partnerships~~

The majority of our limited partnership holdings are considered investment companies where the general partners record assets at fair value. These limited partnerships are recorded using the equity method of accounting and are generally reported on a one-quarter lag; therefore, our year-to-date limited partnership results through September 30, 2017 are comprised of partnership financial results for the fourth quarter of 2016 and the first two quarters of 2017. Given the lag in reporting, our limited partnership results do not reflect the market conditions of the third quarter of 2017. We also own some real estate limited partnerships that do not meet the criteria of an investment company. These partnerships prepare audited financial statements on a cost basis. We have elected to report these limited partnerships under the fair value option, which is based on the NAV from our partner's capital statement reflecting the general partner's estimate of fair value for the fund's underlying assets. Fair value provides consistency in the evaluation and financial reporting for these limited partnerships and limited partnerships accounted for under the equity method. Cash contributions made to and distributions received from the partnerships are recorded in the period in which the transaction occurs.

~~Amounts included in equity in earnings of limited partnerships by method of accounting are included below:~~

(in thousands) Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016

Equity in earnings (losses) of limited partnerships accounted for under the equity method $ 1,305
$ (1,778 ) $ 1,704
$ (436 )
Change in fair value of limited partnerships accounted for under the fair value option 232
55
195
157
Equity in earnings (losses) of limited partnerships $ 1,537
$ (1,723 ) $ 1,899
$ (279 )

~~The following table summarizes limited partnership investments by sector:~~

(in thousands) At September 30, 2017 At December 31, 2016
Private equity $ 33,478
$ 35,228
Mezzanine debt 4,797
6,010
Real estate 6,838
12,509
Real estate - fair value option 4,338
4,412
Total limited partnership investments $ 49,451
$ 58,159

See also Note ~~13, "Commitments~~2, "Significant Accounting Policies".

Impairments on available-for-sale securities and ~~Contingencies"~~agent loans were as follows for ~~investment commitments related to limited partnerships.~~the three months ended March 31:



(in thousands)	2020		2019
Available-for-sale securities:
Intent to sell	$	2,242	$	78
Credit impaired	641		—
Total available-for-sale securities	2,883		78
Agent loans - expected credit losses	170		—
Net impairment losses recognized in earnings	$	3,053	$	78

Note 7. Leases

The following table summarizes our lease assets and liabilities as of:



(in thousands)	March 31, 2020		December 31, 2019
Operating lease assets	$	20,381	$	22,401

Operating lease liabilities - current	$	10,929	$	11,289
Operating lease liabilities - long-term	9,021		10,665
Total operating lease liabilities	$	19,950	$	21,954

We currently have leases for real estate, technology equipment, copiers, and vehicles. Our largest operating lease asset at March 31, 2020 of $10.7 million is for office space leased from the Exchange, including the home office. Under this lease, rent is based on rental rates of like property and all operating expenses are the responsibility of the tenant (Indemnity). The lease agreement expires December 31, 2021.

Operating lease costs for the three months ended March 31, 2020 and March 31, 2019 were $3.4 million and $3.6 million, respectively. Of this amount, the Exchange and its subsidiaries reimbursed us $1.4 million and $1.5 million for the three months ended March 31, 2020 and March 31, 2019, respectively, which represents the allocated share of lease costs supporting administrative services activities.

Note 6.8. Borrowing Arrangements

Bank line of credit

As of ~~September 30, 2017,~~March 31, 2020, we have access to a $100 million bank revolving line of credit with a $25 million letter of credit sublimit that expires on ~~November 3, 2020.~~October 30, 2023. As of ~~September 30, 2017,~~March 31, 2020, a total of $99.1 million remains available under the facility due to $0.9 million outstanding letters of credit, which reduce the availability for letters of credit to $24.1 million. We had no0 borrowings outstanding on our line of credit as of ~~September 30, 2017. Bonds~~March 31, 2020. Investments with a fair value of ~~$109.5~~$117.8 million were pledged as collateral on the line at ~~September 30, 2017.~~March 31, 2020. The ~~securities~~investments pledged as collateral have no trading restrictions and are reported as available-for-sale securities ~~in the Statements of Financial Position~~and cash and cash equivalents as of ~~September 30, 2017.~~March 31, 2020. The ~~bank requires~~banks require compliance with certain covenants, which include leverage ratios and debt restrictions, for our line of credit. We are in compliance with all ~~bank~~ covenants at ~~September 30, 2017.~~March 31, 2020.

Term loan credit facility

~~On November 7,~~In 2016, we entered into a credit agreement for a $100 million senior secured draw term loan credit facility ("Credit Facility") for the acquisition of real property and construction of an office building that will serve as part of our principal headquarters. ~~Under the agreement, $25 million will be drawn on December~~On January 1, ~~2016, June 1, 2017, December 1, 2017, and June 1, 2018 ("Draw Period"). During the Draw Period, we will make monthly interest only payments under~~2019, the Credit Facility ~~and thereafter the Credit Facility converts~~converted to a fully-amortized term loan with monthly payments of principal and interest at a fixed rate of 4.35% over a period of 28 years. Borrowings under the Credit Facility will bear interest at a fixed rate of 4.35%. In addition, we are required to pay a quarterly commitment fee of 0.08% on the unused portion of the Credit Facility during the Draw Period. Total draws against the facility are $50 million as of September 30, 2017. BondsInvestments with a fair value of ~~$109.7~~$120.6 million were pledged as collateral for the facility and are reported as available-for-sale securities ~~in the Statements of Financial Position~~and cash and cash equivalents as of ~~September 30, 2017.~~March 31, 2020. The bank requires compliance with certain covenants, which include leverage ratios, debt restrictions and minimum net worth, for our Credit Facility. We are in compliance with all covenants at ~~September 30, 2017.~~March 31, 2020.

~~Amounts drawn~~The remaining unpaid balance from the Credit Facility ~~are~~is reported at carrying value on our Statements of Financial Position, net of unamortized loan origination and commitment fees. ~~The~~See Note 5, "Fair Value" for the estimated fair value of this borrowing at September 30, 2017 was $47.9 million. The estimated fair value was determined using estimates based upon interest rates and credit spreads and are classified as Level 3 in the fair value hierarchy as of September 30, 2017.these borrowings.

Annual principal payments

The ~~scheduled maturity of the $100 million Credit Facility begins on January 1, 2019 with annual~~following table sets forth future principal ~~payments of $1.9 million in 2019, $2.0 million in 2020, $2.0 million in 2021, $2.1 million in 2022 and $92.0 million thereafter.~~payments:



(in thousands)
Year		Principal payments
2020	$	1,498
2021		2,019
2022		2,109
2023		2,226
2024		2,302
Thereafter		87,445

Note 7.9. 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 for certain members of executive and senior management. Although we are the sponsor of these postretirement plans and record the funded status of these plans, the Exchange ~~reimburses~~and its subsidiaries reimburse us for approximately ~~58%~~57% of the annual benefit expense of these plans, which represents pension benefits for ~~our~~ employees performing ~~claims and life insurance functions~~administrative services and their allocated share of ~~service department costs.~~

~~A $19.0 million contribution was made to~~costs for employees in departments that support the ~~defined benefit pension plan in the first quarter of 2017. An additional $20.0 million contribution was made to the plan in the third quarter of 2017.~~

Prior to 2003, the employee pension plan purchased annuities from Erie Family Life Insurance Company ("EFL"), a wholly owned subsidiary of the Exchange, for certain plan participants that were receiving benefit payments under the pension plan. These are nonparticipating annuity contracts under which EFL has unconditionally contracted to provide specified benefits to beneficiaries; however, the pension plan remains the primary obligor to the beneficiaries. A contingent liability of $19.7 million at September 30, 2017 exists in the event EFL does not honor the annuity contracts.administrative functions.

The cost of our pension plans are as follows:


													Three months ended March 31,
(in thousands)	Three months ended September 30,						Nine months ended September 30,						2020			2019
	2017			2016			2017			2016
Service cost for benefits earned	$	7,777		$	7,050		$	23,330		$	21,150		$	10,873		$	8,463
Interest cost on benefits obligation	8,569			8,281			25,706			24,844			9,395			9,827
Expected return on plan assets	(10,317		)	(9,880		)	(30,950		)	(29,640		)	(12,353		)	(11,871		)
Prior service cost amortization	218			174			654			522			336			349
Net actuarial loss amortization	2,325			2,029			6,975			6,084			3,031			1,278
Pension plan cost ⁽¹⁾	$	8,572		$	7,654		$	25,715		$	22,960		$	11,282		$	8,046


(1)	~~Pension~~The components of pension plan costs ~~represent~~other than the ~~total~~service cost ~~before~~component are included in the line item "Other (expense) income" in the Statements of Operations after reimbursements ~~to Indemnity~~ from the Exchange and ~~EFL.~~its subsidiaries.

Note 8.10. Income Taxes

~~The~~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, 2020 and 2019, our effective tax ~~rates differ~~rate was 22.1% and 21.2%, respectively.

At March 31, 2020 we recorded a valuation allowance against our net deferred tax assets primarily related to unrealized losses in our available-for-sale security portfolio generated by the financial market volatility resulting from the ~~statutory federal~~COVID-19 pandemic that exceeded the amount available to carryback. Of the $6.8 million valuation allowance, $5.8 million related to unrealized losses and was recorded in other comprehensive income. The remaining $1.0 million related to other deferred tax assets and was recorded as income tax expense. The amount recognized in income tax expense increased the effective tax rate ~~of 35% primarily due~~by 1.2% for the three months ended March 31, 2020. We will continue to ~~permanent differences for~~monitor our deferred tax ~~exempt interest income.~~assets on a quarterly basis and if we determine it is more likely than not these deferred tax assets will be realized in the future, the related valuation allowance will be reduced.

Note 9.11. 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 no0 shares of Class B common stock converted into Class A common stock during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and the year ended December 31, ~~2016.~~2019. There is no provision for conversion of Class A shares to Class B shares, and Class B shares surrendered for conversion cannot be reissued.

Stock repurchases

In ~~October~~ 2011, our Board of Directors approved a continuation of the current stock repurchase program ~~for a total~~ of $150 million, with no time limitation. There were no0 shares repurchased under this program during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 and the year ended December 31, ~~2016.~~2019. We had approximately $17.8 million of repurchase authority remaining under this program at ~~September 30, 2017.~~

During the nine months ended September 30, 2017, we purchased 58,129 shares of our outstanding Class A nonvoting common stock outside of our publicly announced share repurchase program at a total cost of $7.0 million. Of this amount, we purchased 3,785 shares for $0.4 million, or $111.55 per share, for stock-based awards in conjunction with our equity compensation plan. We purchased 7,460 shares for $0.9 million, or $121.46 per share, to fund the rabbi trust for the outside director deferred compensation plan. The remaining 46,884 shares were purchased at a total cost of $5.7 million, or $122.40 per share, for the vesting of stock-based awards in the long-term incentive plan.

In 2016, we purchased 15,093 shares of our outstanding Class A nonvoting common stock outside of our publicly announced share repurchase program at a total cost of $1.5 million. Of this amount, we purchased 7,432 shares for $0.7 million, or $99.23 per share, to fund the rabbi trust for the outside director deferred compensation plan. The remaining 7,661 shares were purchased at a total cost of $0.8 million, or $98.20 per share, for the vesting of stock-based awards in the long-term incentive plan.

March 31, 2020.

Note ~~10.~~12. 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:



	Three months ended									Three months ended
	March 31, 2020									March 31, 2019
(in thousands)	Before Tax			Income Tax			Net			Before Tax			Income Tax			Net
Investment securities:
AOCI (loss), beginning of period	$	5,664		$	1,189		$	4,475		$	(9,169	)	$	(1,926	)	$	(7,243	)
OCI (loss) before reclassifications ⁽¹⁾	(35,693		)	(1,665		)	(34,028		)	8,774			1,843			6,931
Realized investment gains	(615		)	(129		)	(486		)	(1,918		)	(403		)	(1,515		)
Impairment losses	2,883			605			2,278			78			16			62
OCI (loss)	(33,425		)	(1,189		)	(32,236		)	6,934			1,456			5,478
AOCI (loss), end of period ⁽¹⁾	$	(27,761	)	$	0		$	(27,761	)	$	(2,235	)	$	(470	)	$	(1,765	)

Pension and other postretirement plans:
AOCI (loss), beginning of period	$	(153,600	)	$	(32,257	)	$	(121,343	)	$	(155,749	)	$	(32,708	)	$	(123,041	)
Amortization of prior service costs	336			71			265			349			73			276
Amortization of net actuarial loss	3,031			636			2,395			1,210			254			956
OCI	3,367			707			2,660			1,559			327			1,232
AOCI (loss), end of period	$	(150,233	)	$	(31,550	)	$	(118,683	)	$	(154,190	)	$	(32,381	)	$	(121,809	)

Total
AOCI (loss), beginning of period	$	(147,936	)	$	(31,068	)	$	(116,868	)	$	(164,918	)	$	(34,634	)	$	(130,284	)
Investment securities	(33,425		)	(1,189		)	(32,236		)	6,934			1,456			5,478
Pension and other postretirement plans	3,367			707			2,660			1,559			327			1,232
OCI (loss)	(30,058		)	(482		)	(29,576		)	8,493			1,783			6,710
AOCI (loss), end of period	$	(177,994	)	$	(31,550	)	$	(146,444	)	$	(156,425	)	$	(32,851	)	$	(123,574	)

(in thousands) Three months ended Three months ended
September 30, 2017 September 30, 2016
Before Tax
Income Tax
Net
Before Tax
Income Tax
Net
Investment securities:
AOCI, beginning of period $ 7,974
$ 2,791
$ 5,183
$ 13,875
$ 4,857
$ 9,018
OCI before reclassifications 643
225
418
1,121
392
729
Realized investment gains (899 ) (314 ) (585 ) (576 ) (202 ) (374 )
OCI (loss) (256 ) (89 ) (167 ) 545
190
355
AOCI, end of period $ 7,718
$ 2,702
$ 5,016
$ 14,420
$ 5,047
$ 9,373

Pension and other postretirement plans: ⁽¹⁾

AOCI (loss), beginning of period $ (190,695 ) $ (66,744 ) $ (123,951 ) $ (152,910 ) $ (53,519 ) $ (99,391 )
AOCI (loss), end of period $ (190,695 ) $ (66,744 ) $ (123,951 ) $ (152,910 ) $ (53,519 ) $ (99,391 )

Total
AOCI (loss), beginning of period $ (182,721 ) $ (63,953 ) $ (118,768 ) $ (139,035 ) $ (48,662 ) $ (90,373 )
Investment securities (256 ) (89 ) (167 ) 545
190
355
Pension and other postretirement plans 0
0
0
0
0
0
OCI (loss) (256 ) (89 ) (167 ) 545
190
355
AOCI (loss), end of period $ (182,977 ) $ (64,042 ) $ (118,935 ) $ (138,490 ) $ (48,472 ) $ (90,018 )

(in thousands) Nine months ended Nine months ended
September 30, 2017 September 30, 2016
Before Tax
Income Tax
Net
Before Tax
Income Tax
Net
Investment securities:
AOCI, beginning of period $ 3,954
$ 1,384
$ 2,570
$ 3,888
$ 1,361
$ 2,527
OCI before reclassifications 5,029
1,760
3,269
9,509
3,328
6,181
Realized investment (gains) losses (1,447 ) (506 ) (941 ) 678
237
441
Impairment losses 182
64
118
345
121
224
OCI 3,764
1,318
2,446
10,532
3,686
6,846
AOCI, end of period $ 7,718
$ 2,702
$ 5,016
$ 14,420
$ 5,047
$ 9,373

Pension and other postretirement plans: ⁽¹⁾

AOCI (loss), beginning of period $ (190,695 ) $ (66,744 ) $ (123,951 ) $ (152,910 ) $ (53,519 ) $ (99,391 )
AOCI (loss), end of period $ (190,695 ) $ (66,744 ) $ (123,951 ) $ (152,910 ) $ (53,519 ) $ (99,391 )

Total
AOCI (loss), beginning of period $ (186,741 ) $ (65,360 ) $ (121,381 ) $ (149,022 ) $ (52,158 ) $ (96,864 )
Investment securities 3,764
1,318
2,446
10,532
3,686
6,846
Pension and other postretirement plans 0
0
0
0
0
0
OCI 3,764
1,318
2,446
10,532
3,686
6,846
AOCI (loss), end of period $ (182,977 ) $ (64,042 ) $ (118,935 ) $ (138,490 ) $ (48,472 ) $ (90,018 )


(1)	~~There are no comprehensive income items or amounts reclassified out~~As of ~~accumulated other comprehensive loss~~March 31, 2020, a valuation allowance was recognized on the deferred tax asset primarily related to ~~postretirement plan items during interim periods.~~unrealized losses on our investments.

~~Note 11. Related Party~~

~~Office lease~~

We lease certain office space from the Exchange including the home office and three field office facilities. On April 28, 2017, after securing approval from the Pennsylvania Insurance Department, a new home office lease was executed between the Exchange and Indemnity, which was retroactive to January 1, 2017, when the prior lease expired. Under the new lease, rent is based on rental rates of like property in Erie, Pennsylvania and all operating expenses including utilities, cleaning, repairs, real estate taxes, property insurance and leasehold improvements will be the responsibility of the tenant (Indemnity). This lease agreement expires December 31, 2021. Under the previous lease, rents were determined considering returns on invested capital and included building operating and overhead costs. Rent costs and related operating expenses of shared facilities are allocated between Indemnity, Exchange and EFL based upon usage or square footage occupied. Total rent and operating expenses are estimated at $17.4 million for 2017 and totaled $14.3 million in 2016. In 2016, reimbursements from the Exchange and EFL related to the use of this space totaled $4.9 million.

Note ~~12.~~13. Concentrations of Credit Risk

Financial instruments could potentially expose us to concentrations of credit risk, including unsecured receivables from the Exchange. A large majority of our revenue and receivables are from the Exchange and its affiliates. See also Note 1, "Nature of Operations". ~~Management~~Net management fee amounts and other reimbursements due from the Exchange and its affiliates were ~~$428.5~~$482.2 million and ~~$378.5~~$468.6 million at ~~September 30, 2017~~March 31, 2020 and December 31, ~~2016,~~2019, respectively. Given the financial strength of the Exchange and historical experience of no credit losses, we previously did not record a credit loss allowance to these receivables. Upon adoption of ASU 2016-13, we recorded an allowance for current expected credit losses of $0.6 million related to the receivables from the Exchange and affiliates. See also Note 2, "Significant Accounting Policies". There was 0 change to this allowance for the three months ended March 31, 2020.

Note ~~13.~~14. Commitments and Contingencies

We have contractual commitments to invest up to $16.4 million related to our limited partnership investments at September 30, 2017. These commitments are split among private equity securities of $6.6 million, mezzanine debt securities of $8.2 million, and real estate activities of $1.6 million. These commitments will be funded as required by the limited partnership agreements.

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 the financial condition, results of operations, or cash flows.

Note ~~14.~~ 15. Subsequent Events

~~No items were identified~~The Exchange is planning rate reductions in ~~this period subsequent~~response to changes in exposure and to provide financial relief to policyholders due to the ~~financial statement date that required adjustment~~COVID-19 pandemic. In a Form 8-K filed with the SEC on April 9, 2020, the Exchange and its subsidiaries announced an estimated $200 million in personal and commercial auto rate reductions scheduled to begin in the second half of 2020, pending regulatory approval. Once approved, premium adjustments will take effect at the time of new policy initiation or ~~additional disclosure.~~renewal. The estimated impact of these rate reductions on 2020 premiums written by the Exchange is a reduction of approximately $90 million, which will result in an estimated $23 million reduction in our management fees.


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, ~~2016,~~2019, as contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on February ~~23, 2017.~~27, 2020.

INDEX



	Page Number
Cautionary Statement Regarding Forward-Looking Information	24
Recent Accounting Standards	25
Operating Overview	25
Results of Operations	2728
Financial Condition	31
~~Liquidity and Capital Resources~~	33
~~Transactions/Agreements with Related Parties~~Liquidity and Capital Resources	35
Critical Accounting Estimates	3537

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:

potential impacts of the COVID-19 pandemic on the growth and financial condition of the Erie Insurance Exchange ("Exchange");

potential impacts of the COVID-19 pandemic on our operations, the business operations of our customers and/or independent agents, or our third-party vendor operations;

dependence upon our relationship with the Exchange and the management fee under the agreement with the subscribers at ~~the Exchange;~~

~~costs of providing services to the Exchange under the subscriber’s agreement and investments in new technology and systems;~~

~~credit risk from~~ the Exchange;

dependence upon our relationship with the Exchange and the growth of the Exchange, including:


◦	general business and economic conditions;


◦	factors affecting insurance industry competition;


◦	dependence upon the independent agency system; and


◦	ability to maintain our reputation for customer service;

dependence upon our relationship with the Exchange and the financial condition of the Exchange, including:


◦	the ~~Exchange’s~~Exchange's ability to maintain acceptable financial strength ratings;


◦	factors affecting the quality and liquidity of the ~~Exchange’s~~Exchange's investment portfolio;


◦	changes in government regulation of the insurance industry;


◦	emerging claims and coverage issues in the industry; and


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

costs of providing policy issuance and renewal services to the Exchange under the subscriber's agreement;

ability to attract and retain talented management and employees;

ability to ~~maintain uninterrupted business operations~~ensure system availability and effectively manage technology initiatives;

difficulties with technology or data security breaches, including cyber attacks;

ability to maintain uninterrupted business operations;

factors affecting the quality and liquidity of our investment portfolio;

our ability to meet liquidity needs and access capital; and

outcome of pending and potential litigation.

A forward-looking statement speaks only as of the date on which it is made and reflects our analysis only as of that date. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions, or otherwise.

RECENT ACCOUNTING STANDARDS

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 adopted as well as other recently issued accounting standards 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 ~~personal and commercial~~ property and casualty insurance. Our primary function as attorney-in-fact is to perform ~~certain~~policy issuance and renewal services ~~relating to the sales, underwriting and issuance of policies~~ on behalf of the subscribers at the Exchange. We also act as attorney-in-fact on behalf of the Exchange, as well as the service provider for its 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 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. Pursuant to the subscriber’s agreement ~~and~~ for ~~its services~~acting as attorney-in-fact in these two capacities, we earn 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 ~~relating~~ to ~~certain~~the Exchange. The policy issuance and renewal services we provide to the Exchange are related to the sales, underwriting and issuance of ~~policies for the Exchange.~~policies. The sales related services we provide ~~to the Exchange~~ include agent compensation and certain sales and advertising support services. Agent compensation includes scheduled commissions to agents based upon premiums written as well as additional commissions and bonuses to agents, which are 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.

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 71% of the ~~2016~~2019 direct and affiliated assumed written premiums and commercial lines comprising the remaining 29%. The principal personal lines products are private passenger automobile and homeowners. The principal commercial lines products are commercial multi-peril, commercial automobile and workers compensation.

Coronavirus ("COVID-19") pandemic

On March 11, 2020, the outbreak of the coronavirus ("COVID-19") was declared a global pandemic. The impacts of the pandemic and efforts to mitigate the spread of the virus have had significant adverse impacts on economic conditions and financial markets. We did not experience significant financial impacts on our core businesses of policy issuance and renewal services and administrative services in the first quarter of 2020. However, the financial market volatility did have a more significant impact on our first quarter 2020 investment portfolio. The disruption in the financial markets resulted in a lack of liquidity in the credit markets and a widening of credit spreads. We recognized $33.4 million of unrealized losses on our fixed maturity securities (recorded through other comprehensive income) and $10.7 million in unrealized losses on our equity securities (recorded through net realized losses in our Statement of Operations).

The more significant impacts of the COVID-19 pandemic will likely be incurred in the second quarter of 2020 and likely continue until such time as the spread of the virus is contained. We anticipate that our sole customer, the Exchange, may experience growth constraints, which would impact our management fee revenue. The Exchange has announced future rate reductions that will reduce its premiums and our management fee revenue. Also, there may be other market and/or regulatory pressures that could impact the Exchange’s operations. We expect that certain expenses within our cost of operations will increase including, but not limited to, such things as agent incentive bonuses and technology costs, and potentially healthcare costs, among others. Given the related financial market conditions, we may experience further impairments on our investment portfolio. We have provided additional disclosure of these impacted areas throughout our Management’s Discussion and Analysis that follows. A broader discussion of the potential future impacts has also been disclosed in the Financial Condition, Liquidity and Capital Resources, and Part II. Item 1A. "Risk Factors" related to COVID-19 contained within this report.

We have a dedicated internal committee comprised of management from various finance disciplines reviewing our risk positions on an ongoing basis as circumstances are evolving. The committee is reviewing risk scenarios and performing stress tests, including the review of cash flow trends, liquidity requirements and other forms of risk quantification. This provides tools for management, as well as our Risk Committee of the Board of Directors, to assess risks and prioritize key issues.

While we were not required to close our physical locations under the state mandated closure of nonessential services, out of concern for the health and safety of our employees, over 90% of our workforce has been working remote since about March 12, 2020. We have had no significant interruption to our core business processes or systems to date. We have had no significant changes to our financial close or reporting processes or related internal controls, nor do we anticipate any significant future challenges at this time. We have a separate dedicated committee developing a return to the office plan that will be implemented when it becomes feasible and safe.

Financial Overview


	Three months ended September 30,							Nine months ended September 30,							Three months ended March 31,
(dollars in thousands, except per share data)	2017		2016		% Change			2017		2016		% Change			2020			2019		% Change
	(Unaudited)							(Unaudited)							(Unaudited)
Total operating revenue	$	442,492	$	418,406	5.8		%	$	1,290,372	$	1,217,018	6.0		%
Total operating expenses	361,656		336,151		7.6			1,059,958		981,339		8.0
Operating income	80,836		82,255		(1.7	)		230,414		235,679		(2.2	)		$	85,691		$	86,122	(0.5	)	%
Total investment income	8,406		4,326		94.3			21,440		14,289		50.0
Total investment (loss) income															(9,195		)	9,795		NM
Interest expense, net	377		—		NM			800		—		NM			3			449		NM
Other (expense) income															(366		)	47		NM
Income before income taxes	88,865		86,581		2.6			251,054		249,968		0.4			76,127			95,515		(20.3	)
Income tax expense	30,322		29,205		3.8			86,108		85,388		0.8			16,801			20,204		(16.8	)
Net income	$	58,543	$	57,376	2.0		%	$	164,946	$	164,580	0.2		%	$	59,326		$	75,311	(21.2	)	%
Net income per share - diluted	$	1.12	$	1.09	2.2		%	$	3.15	$	3.14	0.4		%
Net income per share – diluted															$	1.13		$	1.44	(21.2	)	%

NM = not meaningful

~~Total operating revenue increased~~Operating income decreased in ~~both~~ the ~~third~~first quarter ~~and nine months ended September 30, 2017~~of 2020, compared to the ~~same periods~~first quarter of 2019, as growth in ~~2016, driven by management~~operating expenses outpaced the growth in operating revenues. Management fee revenue ~~growth. The two components~~for policy issuance and renewal services increased 3.0% to $443.8 million in the first quarter of ~~management~~2020, compared to the first quarter of 2019. Management fee revenue ~~are~~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 ~~2017~~2020 and ~~2016.~~2019. The direct and affiliated assumed premiums written by the Exchange increased ~~5.8%~~3.5% to ~~$1.7~~$1.8 billion in the ~~third~~first quarter of ~~2017,~~2020 compared to the ~~third~~first quarter of ~~2016,~~2019.

Cost of operations for policy issuance and renewal services increased ~~6.0%~~3.8% to ~~$5.1 billion for~~$379.5 million in the ~~nine months ended September 30, 2017,~~first quarter of 2020, compared to the ~~nine months ended September 30, 2016.~~

~~Total operating expenses increased 7.6%~~same period in 2019, primarily due to higher commissions driven by direct written premium growth and higher personnel costs in the ~~third~~first quarter of ~~2017,~~2020.

Management fee revenue for administrative services increased 5.9% to $14.8 million in the first quarter of 2020 compared to the ~~third~~first quarter of ~~2016, driven by higher commissions~~2019. The administrative services reimbursement revenue and ~~personnel costs. Total~~corresponding cost of operations increased both total operating revenue and total operating expenses ~~increased 8.0% for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016, driven~~ by ~~higher commissions, personnel costs and information technology-related professional fees.~~

~~Gross margin from operations was 18.3% and 19.7%~~$151.6 million in the ~~third quarters~~first quarter of ~~2017 and 2016, respectively, and 17.9% and 19.4% for the nine months ended September 30, 2017 and 2016, respectively.~~2020, but had no net impact on operating income.

Total investment ~~income increased $4.1~~losses were $9.2 million in the ~~third~~first quarter of ~~2017,~~2020, primarily driven by net realized losses, compared to total investment income of $9.8 million in the ~~third~~first quarter of ~~2016, driven by higher earnings from limited partnerships. Total investment income increased $7.2 million for the nine months ended September 30, 2017, compared~~2019, primarily due to ~~the nine months ended September 30, 2016, driven by higher~~ net investment income ~~as well as higher earnings~~and net realized gains. The 2020 investment results were largely driven by the significant financial market volatility resulting from ~~limited partnerships and realized investment gains.~~the COVID-19 pandemic.

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. ~~Further, unanticipated increased inflation costs including medical cost inflation, construction and auto repair cost inflation, and tort issues may~~The extent to which economic conditions could impact the ~~estimated loss reserves~~Exchange’s operations and ~~future premium rates. If any~~our management fee was exacerbated with the recent COVID-19 pandemic. The efforts to mitigate the spread of ~~these items impacted~~COVID-19 have resulted in recessionary conditions in the ~~financial condition or continuing operations~~economy. See Financial Condition, Liquidity and Capital Resources, and Part II, Item 1A. "Risk Factors" contained within this report for a discussion of the ~~Exchange, it could have an impact~~potential impacts of the COVID-19 pandemic on our ~~financial results.~~operations.

Financial market volatility

Our portfolio of fixed maturity, equity security, and limited partnership 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, which are unpredictable and remain uncertain, considerable fluctuation could exist 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. Significant volatility has been seen in the global financial markets since the outbreak of the COVID-19 pandemic. The extent of the impact on our invested assets cannot be estimated with a high degree of certainty at this time given the ongoing developments of this pandemic and the related impacts on the financial markets.

RESULTS OF OPERATIONS

We earn management fee revenue from providing services relating to the sales, underwriting, and issuance of policies on behalf of the Exchange as a result of its attorney-in-fact relationship. A summary of the financial results of these operations is as follows:

Three months ended September 30, Nine months ended September 30,
(dollars in thousands) 2017 2016 % Change 2017 2016 % Change
(Unaudited) (Unaudited)
Management fee revenue, net $ 435,214
$ 411,139
5.9
% $ 1,268,591
$ 1,195,262
6.1
%
Service agreement revenue 7,278
7,267
0.2
21,781
21,756
0.1

Total operating revenue 442,492
418,406
5.8
1,290,372
1,217,018
6.0

Total operating expenses 361,656
336,151
7.6
1,059,958
981,339
8.0

Operating income $ 80,836
$ 82,255
(1.7 ) % $ 230,414
$ 235,679
(2.2 ) %
Gross margin 18.3 % 19.7 % (1.4 ) pts. 17.9 % 19.4 % (1.5 ) pts.

Management fee revenue

~~Management~~We have two performance obligations in the subscriber’s agreement, providing policy issuance and renewal services and acting as attorney-in-fact for the Exchange, as well as the service provider for its insurance subsidiaries, with respect to all administrative services. We earn 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 ~~revenue~~ is ~~based upon~~calculated by multiplying all direct and affiliated assumed premiums written by the Exchange ~~and~~by the management fee rate, which is determined by our Board of Directors at least annually. The management fee rate was set at 25%, the maximum rate, for both ~~2017~~2020 and ~~2016.~~2019. Changes in the management fee rate can affect our revenue and net income significantly. ~~Management~~The transaction price, including management fee revenue and administrative service reimbursement revenue, is ~~calculated by multiplying~~allocated based on the ~~management fee rate by~~estimated standalone selling prices developed using industry information and other available information for similar services. We update the ~~direct~~transaction price allocation 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. We reviewed our transaction price allocation at March 31, 2020 considering current economic conditions related to the COVID-19 pandemic and ~~assumed premiums written by~~determined that there was no material change to the ~~Exchange.~~ allocation in the current period.

The following table presents the ~~calculation~~allocation and disaggregation of ~~management fee revenue:~~revenue for our two performance obligations:

Three months ended September 30, Nine months ended September 30,
(dollars in thousands) 2017 2016 % Change 2017 2016 % Change
(Unaudited) (Unaudited)
Direct and assumed premiums written by the Exchange $ 1,739,654
$ 1,643,755
5.8 % $ 5,085,562
$ 4,795,446
6.0 %
Management fee rate 25 % 25 % 25 % 25 %
Management fee revenue, gross 434,914
410,939
5.8 1,271,391
1,198,862
6.0
Change in allowance for management fee returned on cancelled policies⁽¹⁾
300
200
NM (2,800 ) (3,600 ) NM
Management fee revenue, net of allowance $ 435,214
$ 411,139
5.9 % $ 1,268,591
$ 1,195,262
6.1 %



	Three months ended March 31,
(dollars in thousands)	2020			2019			% Change
	(Unaudited)
Policy issuance and renewal services
Direct and affiliated assumed premiums written by the Exchange	$	1,847,678		$	1,784,520		3.5	%
Management fee rate	24.2		%	24.2		%
Management fee revenue	447,138			431,854			3.5
Change in allowance for management fee returned on cancelled policies ⁽¹⁾	(3,388		)	(871		)	NM
Management fee revenue - policy issuance and renewal services, net	$	443,750		$	430,983		3.0	%

Administrative services
Direct and affiliated assumed premiums written by the Exchange	$	1,847,678		$	1,784,520		3.5	%
Management fee rate	0.8		%	0.8		%
Management fee revenue	14,781			14,276			3.5
Change in contract liability ⁽²⁾	1			(310		)	NM
Change in allowance for management fee returned on cancelled policies ⁽¹⁾	(11		)	(15		)	25.2
Management fee revenue - administrative services, net	14,771			13,951			5.9
Administrative services reimbursement revenue	151,554			142,480			6.4
Total revenue from administrative services	$	166,325		$	156,431		6.3	%

NM = not meaningful

(1)

Management fees are returned to the Exchange when policies are cancelled mid-term and unearned premiums are refunded. We record an estimated allowance for management fees returned on mid-term policy cancellations. This estimated allowance has been allocated between the two performance obligations consistent with the revenue allocation proportion. In the first quarter of 2020 the increase in the allowance for management fee returned on cancelled policies was driven by the potential for a greater number of mid-term cancellations as a result of the COVID-19 pandemic.


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

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 ~~5.8%~~3.5% to ~~$1.7~~$1.8 billion in the ~~third~~first quarter of ~~2017~~2020 compared to the ~~third~~first quarter of ~~2016,~~2019, driven by increases in both policies in force and average premium per policy. Year-over-year policies in force for all lines of business increased ~~3.4%~~1.4% in the ~~third~~first quarter of ~~2017 as the result of~~2020 driven by continuing strong policyholder retention, ~~and an increase in new policies written,~~ compared to ~~3.3%~~3.1% in the ~~third~~first quarter of ~~2016.~~2019. The year-over-year average premium per policy for all lines of business increased ~~2.6%~~3.1% at ~~September 30, 2017,~~March 31, 2020, compared to ~~2.7%~~3.5% at ~~September 30, 2016.~~March 31, 2019.

Premiums generated from new business ~~increased 14.2%~~decreased 5.7% to ~~$222~~$200 million in the ~~third~~first quarter of 2017, compared to an increase of 3.9% to $194 million in the third quarter of 2016. Underlying the trend in new business premiums was a 9.2% increase in new business policies written in the third quarter of 2017, compared to a 1.1% increase in the third quarter of 2016, while the2020. While year-over-year average premium per policy on new business increased 3.2% at March 31, 2020, new business polices written decreased 4.6% in the first quarter of 2020. Premiums generated from new business decreased 2.5% to $212 million in the first quarter of 2019. While year-over-year average premium per policy on new business increased 6.3% at ~~September 30, 2017, compared to 1.9% at September 30, 2016.~~March 31, 2019, new business polices written decreased 7.6% in the first quarter of 2019. Premiums generated from renewal business increased ~~4.7%~~4.8% to ~~$1.5~~$1.6 billion in the ~~third~~first quarter of ~~2017,~~2020, compared to an increase of ~~5.7% to $1.4 billion~~7.3% in the ~~third~~first quarter of ~~2016.~~2019. Underlying the trend in renewal business premiums was an increase in year-over-year average premium per policy of ~~2.4%~~3.1% at ~~September 30, 2017,~~March 31, 2020 compared to ~~2.8%~~3.0% at ~~September 30, 2016, and steady policy retention ratios.~~March 31, 2019, respectively.

Personal lines – Total personal lines premiums written increased ~~6.5%~~2.4% to ~~$1.3 billion in the third quarter of 2017, from~~ $1.2 billion in the ~~third~~first quarter of ~~2016,~~2020 compared to the first quarter of 2019, driven by an increase of ~~3.5%~~1.3% in total personal lines policies in force and an increase of ~~3.2%~~2.6% in the total personal lines year-over-year average premium per policy.

Commercial lines – Total commercial lines premiums written increased ~~4.0%~~5.9% to ~~$457~~$598 million in the ~~third~~first quarter of ~~2017,~~2020, from ~~$440~~$565 million in the ~~third~~first quarter of ~~2016,~~2019, driven by a ~~2.7%~~2.2% increase in total commercial lines policies in force and a ~~1.6%~~3.9% increase in the total commercial lines year-over-year average premium per policy.

Future trends-premium revenue – The Exchange plans to continue its efforts to grow premiums and improve its competitive position in the marketplace. Expanding the size of its agency force through a careful agency selection process and increased market penetration in our existing operating territories will contribute to future growth as existing and new agents build their books of business.

Changes in premium levels attributable to the growth in policies in force and rate changes directly affect the profitability of the Exchange and have a direct bearing on our management fee. ~~Our continued focus~~The COVID-19 pandemic may have a negative impact on ~~underwriting discipline~~the Exchange's premiums, and therefore our management fees, given recessionary economic conditions and related declines in consumer activity and demand for certain services, as well as the ~~maturing~~potential for sustained changes in driving patterns. In response to reduced exposure given lower driving activity, and to provide financial relief to policyholders as a result of ~~pricing sophistication models has contributed~~the COVID-19 pandemic, in April 2020 the Exchange announced $200 million in planned personal and commercial auto rate reductions that will take effect at the time of policy initiations or renewal, pending regulatory approval. These rate reductions will reduce the Exchange's 2020 premiums written by approximately $90 million, which will result in an estimated $23 million reduction in our 2020 management fee revenue. The remaining reductions will impact both the Exchange's premium written and our management fee revenue in 2021. Future premiums could also be impacted by potential regulatory changes resulting from the COVID-19 pandemic.

Through a careful agency selection process, the Exchange plans to continue its effort to expand the size of its agency force to increase market penetration in existing operating territories to contribute to future growth. The impacts of the COVID-19 pandemic could make it difficult for our independent agents to write new business and retain existing business and/or constrain our ability to recruit new agents.

The extent of the impact to the Exchange's ~~growth~~premiums and our management fee cannot be estimated with a high degree of certainty at this time given the ongoing developments related to this pandemic. See also Part II. Item 1A. "Risk Factors" contained within this report.

Policy issuance and renewal services



	Three months ended March 31,
(dollars in thousands)	2020		2019		% Change
	(Unaudited)
Management fee revenue - policy issuance and renewal services, net	$	443,750	$	430,983	3.0		%
Service agreement revenue	6,662		6,692		(0.5	)
	450,412		437,675		2.9
Cost of policy issuance and renewal services	379,492		365,504		3.8
Operating income - policy issuance and renewal services	$	70,920	$	72,171	(1.7	)	%

Policy issuance and renewal services

We allocate a portion of the management fee, which currently equates to 24.2% of the direct and affiliated assumed premiums written by the Exchange, for providing policy issuance and renewal services. 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 ~~new policies~~management fee revenue for policy issuance and renewal services was driven by the increase in ~~force, steady policy retention ratios,~~the direct and ~~increased average premium per policy.~~affiliated assumed premiums written by the Exchange discussed previously.

Service agreement revenue

Service agreement revenue includes service charges we collect from subscribers/policyholders for providing extended payment terms on policies written and assumed by the Exchange, and late payment and policy reinstatement fees. The service charges are fixed dollar amounts per billed installment. ~~Service agreement revenue totaled $7.3 million~~The decrease in ~~both the third quarter of 2017 and 2016, and $21.8 million for both the nine months ended September 30, 2017 and 2016. While policies in force continue to grow,~~ service agreement revenue ~~remains flat. This~~for the three months ended 2020 reflects the continued shift ~~in policies~~ to ~~the monthly direct debit~~ payment ~~plan, which does~~plans that do not incur service charges ~~and the no-fee single payment plan, which offers~~or offer a premium discount for certain payment methods. ~~The shift to these plans is driven by the consumers’ desire to avoid paying service charges and to take advantage of the discount in pricing offered for paid-in-full policies.~~

Cost of ~~operations~~policy issuance and renewal services


	Three months ended September 30,						Nine months ended September 30,						Three months ended March 31,
(in thousands)	2017		2016		% Change		2017		2016		% Change
(dollars in thousands)													2020		2019		% Change
	(Unaudited)						(Unaudited)						(Unaudited)
Commissions:
Total commissions	$	248,677	$	232,455	7.0	%	$	720,538	$	676,963	6.4	%	$	251,996	$	242,982	3.7		%
Non-commission expense:(1)
Underwriting and policy processing	$	36,060	$	33,946	6.2	%	$	108,115	$	102,108	5.9	%	$	41,352	$	38,225	8.2		%
Information technology	32,688		31,114		5.1		102,850		87,714		17.3		42,158		39,147		7.7
Sales and advertising	15,722		14,869		5.7		46,375		46,872		(1.1	)	11,475		11,009		4.2
Customer service	7,083		5,381		31.6		20,661		18,689		10.5		8,579		8,017		7.0
Administrative and other	21,426		18,386		16.5		61,419		48,993		25.4		23,932		26,124		(8.4	)
Total non-commission expense	112,979		103,696		9.0		339,420		304,376		11.5		127,496		122,522		4.1
Total cost of operations	$	361,656	$	336,151	7.6	%	$	1,059,958	$	981,339	8.0	%
Total cost of policy issuance and renewal services													$	379,492	$	365,504	3.8		%


(1)	2019 amounts have been reclassified between categories to conform to the current period presentation.

Commissions – Commissions increased ~~$16.2~~$9.0 million in the ~~third~~first quarter of ~~2017 and $43.6 million for the nine months ended September 30, 2017,~~2020 compared to the ~~same respective periods in 2016.~~first quarter of 2019. The ~~increases were~~increase was primarily driven by the ~~5.8% and 6.0% increases~~growth in direct and affiliated assumed premiums written by the Exchange ~~for~~of 3.5% in the ~~third~~first quarter ~~and nine months ended September 30, 2017, respectively. The remaining portion~~ of ~~the increases were due to higher agent incentive costs related to profitable growth, compared to the same respective periods in 2016.~~2020. The estimated agent incentive ~~payout~~payouts at ~~September 30, 2017 is~~March 31, 2020 are based on actual underwriting results for the two prior years and current year-to-date actual results and forecasted results for the remainder of ~~2017.~~2020. Therefore, fluctuations in the current quarter underwriting results can impact the estimated incentive payout on a quarter-to-quarter basis. The Exchange experienced a significant decrease in claims frequency and related loss expense in March 2020 driven by the impacts of the COVID-19 pandemic. If a sustained period of lower claim frequency and loss expenses occurs, our agent compensation could increase related to the profitability component of the agent incentive bonuses.

Non-commission expense – Non-commission expense increased ~~$9.3~~$5.0 million in the ~~third~~first quarter of ~~2017~~2020 compared to the ~~same period in 2016.~~first quarter of 2019. Underwriting and policy processing ~~costs~~expense increased ~~$2.1~~$3.1 million primarily due to increased personnel costs and underwriting report costs. Information technology costs increased ~~$1.6 million primarily due to increased personnel costs and hardware and software costs, somewhat offset by lower professional fees. Customer service costs increased $1.7 million~~

~~primarily due to increased credit card processing fees. Administrative and other expenses increased~~ $3.0 ~~million driven by increased personnel costs.~~

Non-commission expense increased $35.0 million for the nine months ended September 30, 2017 compared to the same period in 2016. Underwriting and policy processing costs increased $6.0 million primarily due to increased personnel costs and underwriting report costs. Information technology costs increased $15.1 million primarily due to increased professional fees and personnel ~~costs and hardware and software~~ costs. ~~Customer service costs increased $2.0 million primarily due to increased personnel costs and credit card processing fees.~~ Administrative and other expenses ~~increased $12.4~~decreased $2.2 million primarily driven by ~~increased personnel costs, including higher incentive plan costs and pension expenses. The~~ a decrease in long-term

incentive plan cost ~~increase was driven by the long-term incentive plan~~ due to ~~the increase~~a decrease in the company stock price ~~during~~in the first ~~nine months~~quarter of ~~2017. Additionally, the employee incentive plan program was expanded~~2020 compared to ~~additional employee groups beginning in 2017.~~

~~Gross margin~~

~~The gross margin~~an increase in the ~~third~~first quarter of ~~2017 was 18.3% compared~~2019. The COVID-19 pandemic may impact certain non-commission expenses in 2020, including such things as increased technology costs to ~~19.7%~~support new capabilities in the ~~third quarter~~way our employees work and the potential for increased healthcare costs if a significant amount of ~~2016,~~our workforce were affected by the virus, among others.

Administrative services



	Three months ended March 31,
(dollars in thousands)	2020		2019		% Change
	(Unaudited)
Management fee revenue - administrative services, net	$	14,771	$	13,951	5.9	%
Administrative services reimbursement revenue	151,554		142,480		6.4
Total revenue allocated to administrative services	166,325		156,431		6.3
Administrative services expenses
Claims handling services	132,303		124,199		6.5
Investment management services	9,057		8,783		3.1
Life management services	10,194		9,498		7.3
Operating income - administrative services	$	14,771	$	13,951	5.9	%

Administrative services

We allocate a portion of the management fee, which currently equates to 0.8% of the direct and ~~was 17.9%~~affiliated assumed premiums written by the Exchange, to the administrative services. 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

By virtue of 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 an attorney-in-fact. Indemnity serves as the attorney-in-fact on behalf of the Exchange with respect to its administrative services in accordance with the subscriber's agreement. The Exchange's insurance subsidiaries also utilize Indemnity for these services in accordance with the ~~nine months ended September 30, 2017, compared~~service agreements between each of the subsidiaries and Indemnity. The amounts incurred for these services are reimbursed to ~~19.4% for~~Indemnity at cost in accordance with the ~~nine months ended September 30, 2016.~~subscriber's agreement and the service agreements. We record these reimbursements due from the Exchange and its insurance subsidiaries as a receivable.

Total investment income

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

(in thousands) Three months ended September 30, Nine months ended September 30,
2017 2016 % Change 2017 2016 % Change
(Unaudited) (Unaudited)
Net investment income $ 5,970
$ 5,331
12.0 % $ 18,184
$ 14,884
22.2 %
Net realized investment gains 899
718
25.4 1,539
29
NM
Net impairment losses recognized in earnings 0
0
0.0 (182 ) (345 ) 47.3
Equity in earnings (losses) of limited partnerships 1,537
(1,723 ) NM 1,899
(279 ) NM
Total investment income $ 8,406
$ 4,326
94.3 % $ 21,440
$ 14,289
50.0 %



(dollars in thousands)	2020			2019			% Change
	(Unaudited)
Net investment income	$	8,369		$	8,517		(1.7	)	%
Net realized investment (losses) gains	(10,806		)	2,503			NM
Net impairment losses recognized in earnings	(3,053		)	(78		)	NM
Equity in losses of limited partnerships	(3,705		)	(1,147		)	NM
Total investment (loss) income	$	(9,195	)	$	9,795		NM		%

NM = not meaningful

Net investment income

Net investment income primarily includes interest and dividends on our fixed maturity and equity security portfolios, net of investment expenses.

Net investment income ~~increased~~decreased by ~~$0.6~~$0.1 million in the ~~third~~first quarter of ~~2017,~~2020, compared to the ~~third~~first quarter of ~~2016, and increased by $3.3 million for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016. The increase in net investment income in both periods was~~2019, primarily due to ~~an increase in the invested balances~~decreased income generated from cash and cash equivalents and fixed maturities driven by lower rates and yields, ~~of fixed maturity securities.~~respectively. This was somewhat offset by increased preferred stock dividends resulting from higher invested balances.

Net realized ~~investments~~investment (losses) gains ~~(losses)~~

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



(in thousands)	2020			2019
Securities sold:	(Unaudited)
Available-for-sale securities	$	615		$	1,918
Equity securities	(688		)	0
Equity securities change in fair value	(10,734		)	585
Miscellaneous	1			—
Net realized investment (losses) gains	$	(10,806	)	$	2,503

(in thousands) Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Securities sold: (Unaudited) (Unaudited)
Fixed maturities $ 899
$ 576
$ 1,592
$ (644 )
Equity securities 0
0
(145 ) (34 )
Common stock trading securities 0
121
0
707
Common stock increases in fair value⁽¹⁾
0
21
0
0
Miscellaneous 0
0
92
0
Net realized investment gains ⁽²⁾
$ 899
$ 718
$ 1,539
$ 29


~~(1)~~	~~The fair value of our common stocks is determined based upon exchange traded prices provided by a nationally recognized pricing service.~~


~~(2)~~	~~See Part I, Item 1. "Financial Statements - Note 5, Investments, of Notes to Financial Statements" contained within this report for additional disclosures regarding net realized investment gains.~~

Market value adjustments of equity securities are recognized in net realized (losses) gains in the Statements of Operations. Net realized ~~investment gains and~~ losses ~~include gains and losses~~during the first quarter of 2020 were primarily driven by decreases in the fair value of equity securities due to the significant financial market volatility resulting from the ~~sales of our fixed maturity or equity securities, as well as changes in fair value of common stocks designated as trading securities.~~

COVID-19 pandemic. Net realized gains of ~~$0.9~~$2.5 million during the ~~third~~first quarter of ~~2017~~2019 reflected gains from sales of ~~fixed maturity securities, while net realized gains of $0.7 million during the third quarter 2016 resulted from gains on sales of fixed maturity~~available-for-sale securities and ~~common stock. Net realized gains of $1.5 million for the nine months ended September 30, 2017 primarily reflected gains from sales of fixed maturity securities, partially offset by losses from sales~~increases in fair value of equity ~~securities, while net realized gains for the nine months ended September 30, 2016 primarily reflected gains from the sale of common stock, partially offset by losses from sales of fixed maturity~~ securities.

Net impairment losses recognized in earnings

~~There were no impairment losses in the third quarter of 2017 or 2016.~~ Net impairment losses ~~were $0.2~~recognized on available-for-sale securities in the first quarter of 2020 include $2.2 million ~~and $0.3 million for the nine months ended September 30, 2017 and 2016, respectively. Impairments were primarily related to~~of securities in an unrealized loss position where we ~~determined~~had the intent to sell prior to recovery of our amortized cost basis and $0.6 million of credit impairment losses. The COVID-19 pandemic's impact on financial markets contributed to higher impairment losses in 2020 compared to 2019. The remaining impairments include the change in the current expected credit loss ~~was other-than-temporary based on credit factors. In 2017, impairments also included~~allowance related to our agent loans. Net impairment losses recognized in the first quarter of 2019 of $0.1 million related to available-for-sale securities in an unrealized loss position ~~that~~where we ~~intended~~had the intent to ~~sell prior to expected recovery of our amortized cost basis.~~sell.

Equity in ~~earnings (losses)~~losses of limited partnerships

~~The components of equity in earnings of limited partnerships are as follows:~~

(in thousands) Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
(Unaudited) (Unaudited)
Private equity $ 594
$ (443 ) $ 822
$ (2,240 )
Mezzanine debt 387
(120 ) 274
(26 )
Real estate 556
(1,160 ) 803
1,987
Total equity in earnings (losses) of limited partnerships $ 1,537
$ (1,723 ) $ 1,899
$ (279 )

Limited partnership earnings pertain to investments in U.S. and foreign private equity, mezzanine debt, and real estate partnerships. Valuation adjustments are recorded to reflect the changes in fair value of the underlying investments held by the limited partnerships. These adjustments are recorded as a component of equity in earnings of limited partnerships in the Statements of Operations.

Limited partnership earnings tend to be cyclical based upon market conditions, the age of the partnership, and the nature of the investments. Generally, limited partnership earnings are recorded on a quarter lag from financial statements we receive from our general partners. As a consequence, earnings from limited partnerships reported at September 30, 2017 reflect investment valuation changes resulting from the financial markets and the economy in the fourth quarter of 2016 and the first two quarters of 2017.

Equity in ~~earnings~~losses of limited partnerships increased ~~by $3.3~~$2.6 million in the ~~third~~first quarter of ~~2017,~~2020 compared to the ~~third~~first quarter of ~~2016, and increased by $2.2 million for the nine months ended September 30, 2017, compared to the nine months ended September 30, 2016. The increase in earnings during both periods was primarily~~2019, due to higher ~~earnings across all sectors, except for real estate for~~losses in the ~~nine months ended September 30, 2017, which decreased compared to the nine months ended September 30, 2016.~~private equity sector.

Financial condition of Erie Insurance Exchange

Serving in the capacity of attorney-in-fact for 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 ~~Company. Higher ratings of insurance companies generally indicate~~Company through assessing its financial stability and ~~a strong~~ 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"~~. On July 12, 2017,~~, the ~~outlook for the financial strength rating was affirmed as stable.According to A.M. Best, this~~ second highest financial strength rating, ~~category~~which is assigned to ~~those~~ companies that ~~in A.M. Best’s opinion,~~ 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 June 24, 2019, the outlook for the financial strength rating was affirmed as stable.As of December 31, ~~2016,~~2019, only approximately ~~11%~~12% of insurance groups, in which the Exchange is included, are rated A+ or ~~higher, and the Exchange is included in that group.~~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 ~~GAAP.~~U.S. generally accepted accounting principles. Statutory direct written premiums of the Exchange and its wholly owned property and casualty subsidiaries grew ~~6.0%~~3.5% to ~~$5.1~~$1.8 billion ~~for~~in the ~~nine months ended September 30, 2017 from $4.8 billion for~~first quarter of 2020 compared to the ~~nine months ended September 30, 2016.~~first quarter of 2019. 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 ~~$8.4~~$8.8 billion at ~~September 30, 2017, $7.7~~March 31, 2020, $9.5 billion at December 31, ~~2016,~~2019, and ~~$7.6~~$9.0 billion at ~~September 30, 2016.~~March 31, 2019. The Exchange and its wholly owned property and casualty subsidiaries' year-over-year policy retention ratio continues to be high at ~~89.6%~~89.8% at ~~September 30, 2017, and 89.8%~~March 31, 2020, 90.0% at December 31, ~~2016~~2019, and ~~September 30, 2016.~~90.2% at March 31, 2019.

We have prepared our financial statements considering the financial strength of the Exchange based on its AM Best rating and strong level of surplus. We are monitoring risks related to the COVID-19 pandemic on an ongoing basis and believe that the Exchange falls within defined risk tolerances. However, see Part II. Item 1A. "Risk Factors" for possible outcomes that could impact that determination.

FINANCIAL CONDITION

The financial market volatility resulting from the COVID-19 pandemic and related economic conditions had a significant impact on our first quarter 2020 investment portfolio. The disruption in the financial markets resulted in a lack of liquidity in the credit markets and a widening of credit spreads. We recognized $33.4 million of unrealized losses on our fixed maturity securities (recorded through other comprehensive income) and $10.7 million in unrealized losses on our equity securities (recorded through net realized losses in our Statement of Operations). We could experience further reductions in market value to our investment portfolio as long as the financial market volatility and related economic conditions continue.

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:

~~Distribution of investments~~

Carrying value at Carrying value at
(dollars in thousands) September 30, 2017 % to total December 31, 2016 % to total
(Unaudited)

Fixed maturities $ 749,266
94 % $ 707,341
90 %
Common stock 0
0
5,950
1
Limited partnerships:
Private equity 33,478
4
35,228
5
Mezzanine debt 4,797
1
6,010
1
Real estate 11,176
1
16,921
3
Real estate mortgage loans ⁽¹⁾
156
0
213
0
Total investments $ 798,873
100 % $ 771,663
100 %



(dollars in thousands)	March 31, 2020		% to total		December 31, 2019		% to total
	(Unaudited)
Fixed maturities	$	751,653	84	%	$	730,701	82	%
Equity securities:
Preferred stock	58,014		6		64,752		7
Common stock	—		0		2,381		0
Limited partnerships	22,492		3		26,775		3
Agent loans ⁽¹⁾	66,574		7		67,696		8
Other investments	1,436		0		1,430		0
Total investments	$	900,169	100	%	$	893,735	100	%

~~(1)~~ ~~Real estate mortgage loans are included with Other assets in the Statements of Financial Position.~~


(1)	The current portion of agent loans is included with prepaid expenses and other current assets in the Statements of Financial Position.

We continually review our investment portfolio to evaluate positions that might incur other-than-temporary declines in value. We record impairment write-downs on investments in instances where the fair value of the investment is substantially below cost, and we conclude that the decline in fair value is other-than-temporary, which includes consideration for intent to sell. For all investment holdings, general economic conditions and/or conditions specifically affecting the underlying issuer or its industry, including downgrades by the major rating agencies, are considered in evaluating impairment in value. In addition to specific factors, other factors considered in our review of investment valuation are the length of time the fair value is below cost and the amount the fair value is below cost.

We individually analyze all positions with emphasis on those that have, in management’s opinion, declined significantly below cost. In compliance with impairment guidance for debt securities, we perform further analysis to determine if a credit-related impairment has occurred. Some of the factors considered in determining whether a debt security is credit impaired include potential for the default of interest and/or principal, level of subordination, collateral of the issue, compliance with financial covenants, credit ratings and industry conditions. We have the intent to sell all credit-impaired debt securities; therefore, the entire amount of the impairment charges is included in earnings and no impairments are recorded in other comprehensive income. For available-for-sale equity securities, a charge is recorded in the Statements of Operations for positions that have experienced other-than-temporary impairments. (See the "Results of Operations" section contained within this report for further information.) Management believes its investment valuation philosophy and accounting practices result in appropriate and timely measurement of value and recognition of impairment.

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. Our municipal bond portfolio accounts for $262.0 million, or 35%, of the total fixed maturity portfolio at September 30, 2017. The overall credit rating of the municipal portfolio without consideration of the underlying insurance is AA+.

Fixed maturities ~~classified as available-for-sale~~ are carried at fair value with unrealized gains and losses, net of deferred taxes, included in shareholders’ equity. Net unrealized ~~gains~~losses on fixed maturities, net of deferred taxes ~~amounted to $5.5~~and offsetting valuation allowance, totaled $27.7 million at ~~September 30, 2017~~,March 31, 2020, compared to ~~$3.2~~net unrealized gains of $4.5 million at December 31, ~~2016~~.2019. Unrealized losses generated in the first quarter of 2020 were primarily due to the financial market volatility and related economic impact resulting from the COVID-19 pandemic.

The following table presents a breakdown of the fair value of our fixed maturity portfolio by industry sector and ~~rating:~~ ⁽¹⁾rating as of:


	At September 30, 2017
(in thousands)	(Unaudited)												March 31, 2020 ⁽¹⁾
Industry Sector	AAA		AA		A		BBB		Non- investment grade		Fair value
													AAA		AA		A		BBB		Non- investment grade		Fair value
													(Unaudited)
Basic materials	$	0	$	0	$	0	$	0	$	15,558	$	15,558	$	0	$	0	$	3,104	$	1,041	$	5,872	$	10,017
Communications	0		0		4,018		7,683		24,777		36,478		0		3,076		8,475		10,596		18,823		40,970
Consumer	0		1,064		4,651		33,576		48,210		87,501		0		3,149		20,156		47,459		30,916		101,680
Diversified	0		0		0		0		347		347		0		0		0		981		453		1,434
Energy	0		1,006		3,002		12,035		17,221		33,264		0		0		4,419		11,444		11,319		27,182
Financial	0		3,996		24,981		57,283		17,968		104,228		0		4,297		53,370		101,800		10,047		169,514
Government-municipal	105,004		148,164		8,798		0		0		261,966
Industrial	0		0		7,035		3,388		22,671		33,094		0		0		6,246		11,287		12,426		29,959
Structured securities⁽²⁾	70,879		32,202		12,073		5,415		8,018		128,587		114,311		175,073		15,562		7,410		0		312,356
Technology	0		3,987		0		6,056		14,814		24,857		0		3,095		8,302		13,226		8,287		32,910
U.S. treasury	0		11,834		0		0		0		11,834
Utilities	0		0		3,995		4,997		2,560		11,552		0		0		3,776		16,630		5,225		25,631
Total	$	175,883	$	202,253	$	68,553	$	130,433	$	172,144	$	749,266	$	114,311	$	188,690	$	123,410	$	221,874	$	103,368	$	751,653


(1)	Ratings are supplied by S&P, Moody’s, and Fitch. The table is based upon the lowest rating for each security.


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

~~Common~~Equity securities

Equity securities consist of nonredeemable preferred and common stock

~~At December 31, 2016, equity securities~~ and are carried at a fair value of $5.9 million classified as available-for-sale included certain exchange traded funds with underlying holdings of fixed maturity securities. These securities met the criteria of a common stock under U.S. GAAP, and were included onin the Statements of Financial Position ~~as available-for-sale equity securities. Changes~~with all changes in unrealized gains and losses ~~on these securities were~~ reflected in ~~other comprehensive income.~~ the Statements of Operations.

The ~~net unrealized loss on these~~following table presents an analysis of the fair value of our nonredeemable preferred and common stock securities ~~net of deferred taxes, was $0.1 million at December 31, 2016. There were no holdings in these securities~~by sector as ~~of September 30, 2017.~~of:

~~Limited partnerships~~

At September 30, 2017, investments in limited partnerships decreased from the investment levels at December 31, 2016. Changes in partnership values are a function of contributions and distributions, adjusted for market value changes in the underlying investments. The decrease in limited partnership investments was primarily due to net distributions received from the partnerships. We have made no new limited partnership commitments since 2006, and the balance of limited partnership investments is expected to decline over time as additional distributions are received. The results from our limited partnerships are based upon financial statements received from our general partners, which are generally received on a quarter lag. As a result, the market values and earnings recorded during ~~2017~~ ~~reflect the partnership activity experienced in the fourth quarter of 2016 and the first two quarters of 2017.~~



(in thousands)	March 31, 2020				December 31, 2019
	Preferred stock		Common stock		Preferred stock		Common stock
	(Unaudited)
Communications	$	2,215	$	0	$	1,052	$	2,381
Consumer	1,226		0		508		0
Energy	1,005		0		1,881		0
Financial services	47,099		0		53,513		0
Industrial	0		0		980		0
Utilities	6,469		0		6,818		0
Total	$	58,014	$	0	$	64,752	$	2,381

LIQUIDITY AND CAPITAL RESOURCES

We re-evaluated the sufficiency of our liquidity and capital resources given the potential impact of the COVID-19 pandemic. We did not see a significant impact on our sources or uses of cash in the first quarter of 2020. However, we may experience future reductions in our management fee revenue if the Exchange’s premium growth is constrained. Also, the disruption to the financial markets could continue which may impact the liquidity of our investment portfolio in the longer term. There is potential that the funding requirements for our costs of operations will increase related to agent compensation, technology and healthcare costs, among others. 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, liquid marketable securities and our $100 million line of credit that does not expire until October 2023. See broader discussions of potential risks to our operations in the Operating Overview and Part II. Item 1A. "Risk Factors" contained within this report.

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, and the purchase and development of information technology. We expect that our operating cash needs will be met by funds generated from operations.

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, ~~are~~may be illiquid. Volatility in these markets could ~~limit~~impair our ability to sell certain ~~of our~~ fixed income securities or cause such securities to sell at deep discounts. ~~Additionally, our limited partnership investments are significantly less liquid.~~ We believe we have sufficient liquidity to meet our needs from sources other than the liquidation of ~~securities.~~securities, even if market volatility persists throughout 2020.

Cash flow activities

The following table provides condensed cash flow information for the ~~nine~~three months ended ~~September 30:~~March 31:


(in thousands)	2017			2016			2020			2019
	(Unaudited)						(Unaudited)
Net cash provided by operating activities	$	120,334		$	155,551		$	20,077		$	24,240
Net cash used in investing activities	(40,415		)	(96,638		)
Net cash (used in) provided by investing activities							(82,749		)	63,758
Net cash used in financing activities	(84,363		)	(101,989		)	(45,421		)	(42,370		)
Net decrease in cash and cash equivalents	$	(4,444	)	$	(43,076	)
Net (decrease) increase in cash and cash equivalents							$	(108,093	)	$	45,628

Net cash provided by operating activities was ~~$120.3~~$20.1 million in the first ~~nine~~three months of ~~2017,~~2020, compared to ~~$155.6~~$24.2 million in the first ~~nine~~three months of 2016. Decreased cash provided by operating activities for the first nine months of 2017 was primarily due to higher commissions and bonuses paid to agents, general operating expenses paid and pension contributions, compared to the first nine months of 2016.2019. Cash paid for agent commissions ~~and bonuses~~ increased ~~$40.6 million to $716.6~~$11.4 million in the ~~first nine~~three months of ~~2017~~2020 due to higher scheduled commissions driven by premium growth ~~and higher bonus award payments resulting from~~somewhat offset by a $7.6 million decrease in cash paid for agent bonuses due to less profitable underwriting results. Cash paid for general operating expenses increased $34.3 million to $168.0 million in the first nine months of 2017 driven by higher information technology-related professional fees and hardware and software costs. We contributed $19.0 million to our pension plan in the first quarter of 2017 and an additional $20.0 million in the third quarter of 2017, compared to $17.4 million in the first quarter of 2016. Our 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% plus interest to the date the contribution is made. We are reimbursed approximately 58% of the net periodic benefit cost of the pension plans from the Exchange, which represents pension benefits for our employees performing claims and life insurance functions and their share of service department costs. Somewhat offsetting the decrease in cash provided in first nine months of 2017 was an increase in management fee revenue received, reflecting the increase in direct and assumed premiums written by the Exchange, compared to the first nine months of 2016. At September 30, 2017, we recorded a net deferred tax asset of $47.6 million. There was no deferred tax valuation allowance recorded at September 30, 2017.

Net cash used in investing activities ~~totaled $40.4~~was $82.7 million in the first ~~nine~~three months of ~~2017,~~2020, compared to ~~$96.6~~net cash provided by investment activities of $63.8 million in the first ~~nine~~three months of ~~2016. The decrease in cash used~~2019. In the first quarter of 2019, we generated more proceeds from investment sales and maturities/calls, which were somewhat offset by higher purchases of available-for-sale securities due to portfolio rebalancing. Fixed asset purchases increased $3.7 million, primarily related to the home office expansion. We have a commitment for the first nine months of 2017, compared to the first nine months of 2016, was driven by more cash being generated from the sales, maturities and calls of available-for-sale securities. Also impacting our future investing activities are limited partnership commitments, which totaled $16.4 million at September 30, 2017, and will be funded as required by the partnerships’ agreements. Of this amount, the total remaining commitment to fund limited partnerships that invest in private equity securities was $6.6 million, mezzanine debt securities was $8.2 million and real estate activities was $1.6 million. Additionally, we have committed to incur future costs related to the construction of the building that will serve as part of our principal ~~headquarters,~~headquarters. Of the total expected cost of $114 million, which ~~is not expected to exceed $100 million and is being~~was funded primarily by the senior secured draw term loan credit facility, $94.5 million of ~~the same amount.~~costs have been paid as of March 31, 2020.

Net cash used in financing activities totaled ~~$84.4~~$45.4 million in the first ~~nine~~three months of ~~2017,~~2020, compared to ~~$102.0~~$42.4 million in the first ~~nine~~three months of ~~2016.~~2019. The ~~decrease~~increase in cash used was due to ~~the scheduled draw on the senior secured draw term loan credit facility of $25 million on June 1, 2017, offset by an increase in cash~~dividends paid ~~for dividends~~ to shareholders. Dividends paid to shareholders totaled $44.9 million in the first three months of 2020 and $41.9 million in the first three months of 2019. We increased both our Class A and Class B shareholder regular quarterly dividends by 7.2% for ~~2017,~~2020, compared to ~~2016.~~2019. There are no regulatory restrictions on the payment of dividends to our shareholders. Future financing activities ~~will~~also include the ~~cash draws required under~~principal payments due annually over the

term of the senior secured draw term loan credit facility, of which $1.5 million will ~~increase~~be paid during the ~~cash provided by financing activities by another $25 million in 2017 and $25 million in 2018, while principal payments will not commence until 2019.~~remainder of 2020.

~~No shares~~

There were no repurchases of our Class A nonvoting common stock ~~were repurchased~~ in the first ~~nine~~three months of ~~2017~~2020 and ~~2016~~2019 in conjunction with our stock repurchase program. In ~~October~~ 2011, our Board of Directors approved a continuation of the current stock repurchase program ~~for a total~~ of $150 million with no time limitation. This repurchase authority includes, and is not in addition to, any unspent amounts remaining under the prior authorization. We had approximately $17.8 million of repurchase authority remaining under this program at ~~September 30, 2017,~~March 31, 2020, based upon trade date.

InDuring the ~~first nine~~three months ~~of 2017,~~ended March 31, 2020, we purchased 6,954 shares of our outstanding Class A nonvoting common stock outside of our publicly announced share repurchase program ~~for certain stock-based incentive plans. In January 2017,~~at a total cost of $1.0 million. Of this amount, we purchased ~~3,785~~1,787 shares for ~~$0.4~~$0.3 million, or ~~$111.55~~$165.82 per share, for stock-based awards in conjunction with our equity compensation plan, for which the shares were delivered to plan participants in January ~~2017. In February, May and August 2017, we~~2020. We purchased ~~2,662, 2,604 and 2,194~~1,623 shares ~~respectively,~~for $0.2 million, or $153.11 per share, to fund the rabbi trust for the outside director deferred stock compensation plan. The shares ~~purchased in February for $0.3 million, or $118.69 per share,~~ were transferred to the rabbi trust in March ~~2017.~~2020. The remaining 3,544 shares were purchased ~~in May for $0.3~~at a total cost of $0.5 million, or ~~$118.43~~$147.86 per share, to fund the rabbi trust for the incentive compensation deferral plan. The shares were transferred to the rabbi trust in May 2017. The shares purchased in August for $0.3 million, or $128.42 per share, were transferred to the rabbi trust in August 2017. In June 2017, we purchased 46,884 shares for $5.7 million, or $122.40 per share, for the vesting of stock-based awards under the long-term incentive plan, which were delivered to plan participants in June 2017.March 2020.

In the first ~~nine~~three months of ~~2016,~~2019, we purchased 9,725 shares of our outstanding Class A nonvoting common stock outside of our publicly announced share repurchase program ~~for certain stock-based incentive plans. In May and August 2016,~~at a total cost of $1.5 million. Of this amount, we purchased ~~2,041 and 2,713~~3,246 shares ~~respectively,~~for $0.4 million, or $132.35 per share, for stock-based awards in conjunction with our equity compensation plan, for which the shares were delivered to plan participants in January 2019. We purchased 2,304 shares for $0.4 million, or $183.62 per share, to fund the rabbi trust for the outside director deferred stock compensation plan. The shares ~~purchased in May for $0.2 million, or $94.73 per share,~~ were transferred to the rabbi trust in ~~May 2016.~~February 2019. The remaining 4,175 shares were purchased ~~in August for $0.3~~at a total cost of $0.7 million, or ~~$99.28~~$175.23 per share, to fund the rabbi trust for the incentive compensation deferral plan. The shares were transferred to the rabbi trust in ~~August 2016. In May~~February and June 2016, we purchased 7,661 shares for $0.8 million, or $98.20 per share, for the vesting of stock-based awards under the long-term incentive plan, which were delivered to plan participants in June 2016.March 2019.

Capital Outlook

We regularly prepare forecasts evaluating the current and future cash requirements for both normal and extreme risk ~~events.~~events, including the current COVID-19 pandemic. 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) cash and cash equivalents, which total approximately ~~$184.6~~$228.6 million at ~~September 30, 2017,~~March 31, 2020, 2) a $100 million bank revolving line of credit, and 3) liquidation of unpledged assets held in our investment portfolio, including preferred stock and investment grade bonds, which totaled approximately ~~$357.9~~$476.6 million at ~~September 30, 2017.~~March 31, 2020. 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 ~~September 30, 2017,~~March 31, 2020, we have access to a $100 million bank revolving line of credit with a $25 million letter of credit sublimit that expires on ~~November 3, 2020.~~October 30, 2023. As of ~~September 30, 2017,~~March 31, 2020, a total of $99.1 million remains available under the facility due to $0.9 million outstanding letters of credit, which reduce the availability for letters of credit to $24.1 million. We had no borrowings outstanding on our line of credit as of ~~September 30, 2017. Bonds~~March 31, 2020. Investments with a fair value of ~~$109.5~~$117.8 million were pledged as collateral on the line at ~~September 30, 2017. These securities~~March 31, 2020. The investments pledged as collateral have no trading restrictions and are reported as available-for-sale securities and cash and cash equivalents in the Statements of Financial Position. The ~~bank requires~~banks require compliance with certain covenants, which include leverage ratios and debt restrictions. We were in compliance with our bank covenants at ~~September 30, 2017.~~March 31, 2020.

Off-Balance Sheet Arrangements and Contractual Obligations

On July 10, 2017, we agreed to the guaranteed maximum price terms of an agreement with our construction manager for the construction of the office building that will serve as part of our principal headquarters. The total cost of the project will not exceed $100 million, which amount is subject to change based on agreed-upon changes to the scope of work. The expected date for substantial completion of the project is January 2020.

~~Balance Sheet Arrangements~~

Off-balance sheet arrangements include those with unconsolidated entities that may have a material current or future effect on our financial condition or results of operations, including material variable interests in unconsolidated entities that conduct certain activities. We have no material off-balance sheet obligations. As of March 31, 2020, there were no material changes to our future contractual obligations ~~or guarantees, other than~~as previously reported in our Annual Report on Form 10-K for the ~~unused portion of the senior secured draw term loan credit facility and limited partnership investment commitments.~~

~~Surplus Note~~

~~We hold a surplus note for $25 million from EFL that is payable on demand on or after~~year ended December 31, 2018; however, no principal or interest payments may be made without prior approval by the Pennsylvania Insurance Commissioner. Interest payments are scheduled to be paid semi-annually. For each of the nine months ended September 30, 2017 and 2016, we recognized interest income on the note of $1.3 million.2019.

~~TRANSACTIONS/AGREEMENTS WITH RELATED PARTIES~~

~~Leased Property~~

On April 28, 2017, after securing approval from the Pennsylvania Insurance Department, a new home office lease was executed between the Exchange and Indemnity, which was retroactive to January 1, 2017, when the prior lease expired. Under the new lease, rent is based on rental rates of like property in Erie, Pennsylvania and all operating expenses including utilities, cleaning, repairs, real estate taxes, property insurance and leasehold improvements will be the responsibility of the tenant (Indemnity). Under the previous lease, rents were determined considering returns on invested capital and included building operating and overhead costs. Rent costs and related operating expenses of shared facilities are allocated between Indemnity, Exchange and EFL based upon usage or square footage occupied.

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, ~~2016~~2019 of our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on February ~~23, 2017~~27, 2020. See Part I, Item 1. "Financial Statements - Note 4,5, 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 prices and interest rates. Quantitative and qualitative disclosures about market risk resulting from changes in prices, interest rates, and other risk exposures for the year ended December 31, ~~2016~~2019 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 ~~23, 2017~~27, 2020.

~~There have been~~While there were no material changes ~~that impact~~to our ~~portfolio or reshape our periodic investment reviews of asset allocations~~reported market risks during the ~~nine months~~quarter ended ~~September 30, 2017.~~ March 31, 2020, there were significant disruptions in the financial markets that have affected prices for many securities due to increased economic uncertainty resulting from the COVID-19 pandemic. This market disruption has resulted in a lack of liquidity in the credit markets and a widening of credit spreads. As a result of these effects, our fixed maturities portfolio was in a net unrealized loss position, net of deferred taxes and an offsetting valuation allowance, of $27.7 million at March 31, 2020, compared to a net unrealized gain position, net of deferred taxes, of $4.5 million at December 31, 2019.

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 ~~nine~~three months ended ~~September 30, 2017~~March 31, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

State Court Lawsuit Against Erie Indemnity Company

Erie Indemnity Company ~~(“Indemnity”~~("Indemnity") was named as a defendant in a complaint filed on August 1, 2012 by alleged subscribers of the Erie Insurance Exchange (the ~~“Exchange”~~"Exchange") in the Court of Common Pleas Civil Division of Fayette County, Pennsylvania captioned Erie Insurance Exchange, an unincorporated association, by Joseph S. Sullivan and Anita Sullivan, Patricia R. Beltz, and Jenna L. DeBord, trustees ad litem v. Erie Indemnity Co. (the “"Sullivan”" lawsuit).

As subsequently amended, the complaint alleges that, beginning on September 1, 1997, Indemnity retained ~~“Service Charges”~~"Service Charges" (installment fees) and ~~“Added~~"Added Service ~~Charges”~~Charges" (late fees and policy reinstatement charges) on policies written by Exchange and its insurance subsidiaries, which allegedly should have been paid to Exchange, in the amount of approximately $308 million. In addition to their claim for monetary relief on behalf of Exchange, Plaintiffs seek an accounting of all so-called intercompany transactions between Indemnity and Exchange from 1996 to date. Plaintiffs allege that Indemnity breached its contractual, fiduciary, and equitable duties by retaining Service Charges and Added Service Charges that should have been retained by Exchange. Plaintiffs bring these same claims under three separate derivative-type theories. First, Plaintiffs purport to bring suit as members of Exchange on behalf of Exchange. Second, Plaintiffs purport to bring suit as trustees ad litem on behalf of Exchange. Third, Plaintiffs purport to bring suit on behalf of Exchange pursuant to Rule 1506 of the Pennsylvania Rules of Civil Procedure, which allows shareholders to bring suit derivatively on behalf of a corporation or similar entity.

Indemnity filed a motion in the state court in November 2012 seeking dismissal of the lawsuit. On December 19, 2013, the court granted Indemnity’s motion in part, holding that the Pennsylvania Insurance Holding Company Act ~~“provides~~"provides the [Pennsylvania Insurance] Department with special competence to address the subject matter of plaintiff’s ~~claims”~~claims" and referring ~~“all issues”~~"all issues" in the Sullivan lawsuit to the Pennsylvania Insurance Department (the ~~“Department”~~"Department") for ~~“its~~"its views and any determination.”" The court stayed all further proceedings and reserved decision on all other grounds for dismissal raised by Indemnity. Plaintiffs sought reconsideration of the court’s order, and on January 13, 2014, the court entered a revised order affirming its prior order and clarifying that the Department ~~“shall~~"shall decide any and all issues within its jurisdiction.”" On January 30, 2014, Plaintiffs asked the court to certify its order to permit an immediate appeal to the Superior Court of Pennsylvania and to stay any proceedings in the Department pending completion of any appeal. On February 18, 2014, the court issued an order denying Plaintiffs’ motion. On March 20, 2014, Plaintiffs filed a petition for review with the Superior Court, which was denied by the Superior Court on May 5, 2014.

The Sullivan matter was assigned to an Administrative Judge within the Department for determination. The parties agreed that an evidentiary hearing was not required, entered into a stipulated record, and submitted briefing to the Department. Oral argument was held before the Administrative Judge on January 6, 2015. On April 29, 2015, the Department issued a declaratory opinion and order: (1) finding that the transactions between Exchange and Indemnity in which Indemnity retained or received revenue from installment and other service charges from Exchange subscribers complied with applicable insurance laws and regulations and that Indemnity properly retained charges paid by Exchange policyholders for certain installment premium payment plans, dishonored payments, policy cancellations, and policy reinstatements; and (2) returning jurisdiction over the matter to the Fayette County Court of Common Pleas.

On May 26, 2015, Plaintiffs appealed the Department’s decision to the Pennsylvania Commonwealth Court. Oral argument was held before the Commonwealth Court en banc on December 9, 2015. On January 27, 2016, the Commonwealth Court issued an opinion vacating the Department’s ruling and directing the Department to return the case to the Court of Common Pleas, essentially holding that the primary jurisdiction referral of the trial court was improper at this time because the allegations of the complaint do not implicate the special competency of the Department.

On February 26, 2016, Indemnity filed a petition for allowance of appeal to the Pennsylvania Supreme Court seeking further review of the Commonwealth Court opinion. On March 14, 2016, Plaintiffs filed an answer opposing Indemnity’s petition for allowance of appeal; and, on March 28, 2016, Indemnity sought permission to file a reply brief in further support of its petition for allowance of appeal. On August 10, 2016, the Pennsylvania Supreme Court denied Indemnity’s petition for allowance of appeal; and the Sullivan lawsuit returned to the Court of Common Pleas of Fayette County.

On September 12, 2016, Plaintiffs filed a motion to stay the Sullivan lawsuit pending the outcome of the Federal Court Lawsuit they filed against Indemnity and former and current Directors of Indemnity on July 8, 2016. (See below.) Indemnity filed an opposition to Plaintiff’s motion to stay on September 19, 2016; and filed amended preliminary objections seeking dismissal of the Sullivan lawsuit on September 20, 2016. The motion to stay and the amended preliminary objections remain pending. On June 27, 2018, Plaintiffs filed a motion for a status conference in the Sullivan lawsuit.

On July 30, 2018, the Court held a status conference and thereafter lifted the stay of proceedings. On September 28, 2018, Indemnity filed a Motion to Enforce the Federal Judgment in the Beltz II lawsuit, seeking dismissal of the Sullivan lawsuit with prejudice. On October 26, 2018, Plaintiffs filed an opposition to that Motion; and Indemnity filed a reply in further support on November 5, 2018. Oral argument was held on Indemnity’s Motion to Enforce the Federal Judgment on November 20, 2018 and on July 30, 2019. The Motion to Enforce the Federal Judgment remains pending.

Indemnity believes that it continues to have meritorious legal and factual defenses to the Sullivan lawsuit and intends to vigorously defend against all allegations and requests for relief.

Federal Court Lawsuit Against Erie Indemnity Company and Directors

On February 6, 2013, a lawsuit was filed in the United States District Court for the Western District of Pennsylvania, captioned Erie Insurance Exchange, an unincorporated association, by members Patricia R. Beltz, Joseph S. Sullivan and Anita Sullivan, and Patricia R. Beltz, on behalf of herself and others similarly situate v. Richard L. Stover; J. Ralph Borneman, Jr.; Terrence W. Cavanaugh; Jonathan Hirt Hagen; Susan Hirt Hagen; Thomas B. Hagen; C. Scott Hartz; Claude C. Lilly, III; Lucian L. Morrison; Thomas W. Palmer; Martin P. Sheffield; Elizabeth H. Vorsheck; and Robert C. Wilburn (the “~~Beltz~~”"Beltz" lawsuit), by alleged policyholders of Exchange who are also the plaintiffs in the Sullivan lawsuit. The individuals named as defendants in the Beltz lawsuit were the then-current Directors of Indemnity.

As subsequently amended, the Beltz lawsuit asserts many of the same allegations and claims for monetary relief as in the Sullivan lawsuit. Plaintiffs purport to sue on behalf of all policyholders of Exchange, or, alternatively, on behalf of Exchange itself. Indemnity filed a motion to intervene as a Party Defendant in the Beltz lawsuit in July 2013, and the Directors filed a motion to dismiss the lawsuit in August 2013. On February 10, 2014, the court entered an order granting Indemnity’s motion to intervene and permitting Indemnity to join the Directors’ motion to dismiss; granting in part the Directors’ motion to dismiss; referring the matter to the Department to decide any and all issues within its jurisdiction; denying all other relief sought in the Directors’ motion as moot; and dismissing the case without prejudice. To avoid duplicative proceedings and expedite the Department’s review, the Parties stipulated that only the Sullivan action would proceed before the Department and any final and non-appealable determinations made by the Department in the Sullivan action will be applied to the Beltz action.

On March 7, 2014, Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Third Circuit. Indemnity filed a motion to dismiss the appeal on March 26, 2014. On November 17, 2014, the Third Circuit deferred ruling on Indemnity’s motion to dismiss the appeal and instructed the parties to address that motion, as well as the merits of Plaintiffs’ appeal, in the parties’ briefing. Briefing was completed on April 2, 2015. In light of the Department’s April 29, 2015 decision in Sullivan, the Parties then jointly requested that the Beltz appeal be voluntarily dismissed as moot on June 5, 2015. The Third Circuit did not rule on the Parties’ request for dismissal and instead held oral argument as scheduled on June 8, 2015. On July 16, 2015, the Third Circuit issued an opinion and judgment dismissing the appeal. The Third Circuit found that it lacked appellate jurisdiction over the appeal, because the District Court’s February 10, 2014 order referring the matter to the Department was not a final, appealable order.

On July 8, 2016, the Beltz plaintiffs filed a new action labeled as a ~~“Verified~~"Verified Derivative And Class Action ~~Complaint”~~Complaint" in the United States District Court for the Western District of Pennsylvania. The action is captioned Patricia R. Beltz, Joseph S. Sullivan, and Anita Sullivan, individually and on behalf of all others similarly situated, and derivatively on behalf of Nominal Defendant Erie Insurance Exchange v. Erie Indemnity Company; Kaj Ahlmann; John T. Baily; Samuel P. Black, III; J. Ralph Borneman, Jr.; Terrence W. Cavanaugh; Wilson C. Cooney; LuAnn Datesh; Patricia A. Goldman; Jonathan Hirt Hagen; Thomas B. Hagen; C. Scott Hartz; Samuel P. Katz; Gwendolyn King; Claude C. Lilly, III; Martin J. Lippert; George R. Lucore; Jeffrey A. Ludrof; Edmund J. Mehl; Henry N. Nassau; Thomas W. Palmer; Martin P. Sheffield; Seth E. Schofield; Richard L. Stover; Jan R. Van Gorder; Elizabeth A. Hirt Vorsheck; Harry H. Weil; and Robert C. Wilburn (the “"Beltz II”II" lawsuit). The individual defendants are all present or former Directors of Indemnity (the ~~“Directors”~~"Directors").

The allegations of the Beltz II lawsuit arise from the same fundamental, underlying claims as the Sullivan and prior Beltz litigation, i.e., that Indemnity improperly retained Service Charges and Added Service Charges. The Beltz II lawsuit alleges that the retention of the Service Charges and Added Service Charges was improper because, for among other reasons, that retention constituted a breach of the Subscriber’s Agreement and an Implied Covenant of Good Faith and Fair Dealing by Indemnity, breaches of fiduciary duty by Indemnity and the other defendants, conversion by Indemnity, and unjust enrichment by defendants Jonathan Hirt Hagen, Thomas B. Hagen, and Elizabeth A. Hirt Vorsheck, ~~and Samuel P. Black, III,~~ at the expense of Exchange. The Beltz II lawsuit requests, among other things, that a judgment be entered against the Defendants certifying the action as a class action pursuant to Rule 23 of the Federal Rules of Civil Procedure; declaring Plaintiffs as representatives of the Class and Plaintiffs’ counsel as counsel for the Class; declaring the conduct alleged as unlawful, including, but not limited to, Defendants’ retention of the Service Charges and Added Service Charges; enjoining Defendants from continuing to retain the Service Charges and Added Service Charges; and awarding compensatory and punitive damages and interest.

On September 23, 2016, Indemnity filed a motion to dismiss the Beltz II lawsuit. On September 30, 2016, the Directors filed their own motions to dismiss the Beltz II lawsuit. On July 17, 2017, the Court granted Indemnity’s and the Directors’ motions to dismiss the Beltz II lawsuit, dismissing the case in its entirety. The Court ruled that ~~“the~~"the Subscriber’s Agreement does not govern the separate and additional charges at issue in the ~~Complaint”~~Complaint" and, therefore, dismissed the breach of contract claim against Indemnity for failure to state a claim. The Court also ruled that the remaining claims, including the claims for breach of

fiduciary duty against Indemnity and the Directors, are barred by the applicable statutes of limitation or fail to state legally cognizable claims. On August 14, 2017, Plaintiffs filed a notice of appeal to the United States Court of Appeals for the Third Circuit.

~~Indemnity believes it has meritorious legal and factual defenses and intends to vigorously defend against all allegations and requests~~On May 10, 2018, the United States Court of Appeals for ~~relief in~~ the Third Circuit affirmed the District Court’s dismissal of the Beltz II lawsuit. On May 24, 2018, Plaintiffs filed a petition seeking rehearing of their appeal before the Third Circuit. The ~~Directors have advised Indemnity~~Third Circuit denied that ~~they intend to vigorously defend against the claims in the~~ ~~Beltz II~~ ~~lawsuit and have sought indemnification and advancement of expenses from the Company in connection with the~~ ~~Beltz II~~ ~~lawsuit.~~petition on June 14, 2018.

For additional information on contingencies, see Part I, Item 1. "Financial Statements - Note ~~13,~~14, Commitments and Contingencies, of Notes to Financial Statements".


ITEM 1A.	RISK FACTORS

~~There have been no material changes from~~Our business involves various risks and uncertainties, including, but not limited to those discussed in this section. The risks and uncertainties described in the risk factors ~~previously disclosed~~below, or any additional risk outside of those discussed below, could have a material adverse effect on our business, financial condition, operating results, cash flows, or liquidity if they were to develop into actual events. This information should be considered carefully together with the other information contained in this report and in other reports and materials we file periodically with the Securities and Exchange Commission ("SEC").

The risk factors listed below should be read in conjunction with the risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2016~~2019 as filed with the ~~Securities~~SEC on February 27, 2020. These risk factors address risks specific to the COVID-19 pandemic and related economic conditions. While we believe the risk factors in our Form 10-K filed with the SEC on February 27, 2020 generally address the risks of a pandemic on our business, we have included these disclosures to provide additional details specific to the COVID-19 pandemic.

Serving as the attorney-in-fact in the reciprocal insurance exchange structure results in the Exchange ~~Commission~~being our sole customer. We have an interest in the growth and financial condition of the Exchange as our earnings are largely generated from management fees based on ~~February 23, 2017~~.the direct and affiliated assumed premiums written by the Exchange. If the impacts of the COVID-19 pandemic impair the Exchange’s ability to grow or its financial condition, it could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

On March 11, 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic. The impacts of the pandemic have resulted in recessionary conditions in the economy and significant volatility in the financial markets. Efforts to mitigate the spread of the virus include closure of nonessential businesses and stay-at-home orders. The resulting effects, including declines in consumer activity and demand for certain services and high unemployment, may cause customers to modify coverage, not renew or cancel policies, which may have a negative impact on Exchange written premiums, and therefore our management fees. Additionally, a specific action taken by the Exchange both in response to changes in exposure as less driving occurs and to provide financial relief to the policyholders will result in a certain reduction to Exchange written premiums. In a Form 8-K filed with the SEC on April 9, 2020, the Exchange and its subsidiaries announced an estimated $200 million in personal and commercial auto rate reductions scheduled to begin in the second half of 2020, pending regulatory approval. Once approved, premium adjustments will take effect at the time of new policy initiation or renewal. The estimated impact of these rate reductions on 2020 premiums written by the Exchange is a reduction of approximately $90 million, which will result in an estimated $23 million reduction in our management fee revenue. The remaining reduction will impact both the Exchanges’ written premium and our management fee revenue in 2021. An additional action taken by the Exchange that does not impact Indemnity was the announcement of a policyholder dividend to be paid directly to personal and commercial auto policyholders for 30% of their premium for two months. Longer term, there could be sustained changes in driving patterns if working remotely becomes a more broad and ongoing way of working in the future that could impact premium revenues.

The impact of the pandemic on economic conditions on the Exchange's independent agents’ business operations or systems capabilities could make it difficult for its independent agents to write new business and retain existing business and/or constrain the ability to recruit new agents, thereby impeding premium growth. Additionally, if independent agents are not able to work remotely or are affected by an outbreak of the virus, this could adversely impact their operations and their ability to write new business and provide service to existing policyholders. More broadly, independent agents may face challenges sustaining their own business operations and financial conditions as small businesses faced with deteriorating economic conditions that could result in business closure thereby reducing the agency force of the Exchange.

The unknown risks related to the COVID-19 pandemic may cause additional uncertainty in the process of estimating loss and loss adjustment expense reserves. For example, the behavior of claimants and policyholders may change in unexpected ways (for example, the Exchange may experience an increase in the number of fraudulent claims), the disruption to the court system may impact the timing and amounts of claims settlements and the actions taken by governmental bodies, both legislative and regulatory, in reaction to COVID-19 and their related impacts are hard to predict. As a result, the Exchange's estimated level of loss and loss adjustment expense reserves may change.

The Exchange’s financial condition could be impacted by delays in collecting premiums from customers due to economic hardships. Potential regulatory actions including temporary suspension of policy cancellations for the nonpayment of premiums and relaxing due dates for premium payments could also have a negative impact to the Exchange. If there were legislative action to retroactively mandate coverage irrespective of terms, exclusions or other conditions included in business interruption policies that would otherwise preclude coverage, this would have a significant impact on the financial condition, results of operations and cash flows of the Exchange.

The Exchange and its subsidiaries have been named as defendants in a number of pandemic-related lawsuits and, therefore, are subject to the risks and uncertainties of such litigation. There is also a risk that the Exchange could suffer reputational harm if any actions taken are not viewed as sufficient responses to the pandemic by customers or consumer organizations.

The Exchange’s investment portfolio has been negatively impacted by the significant market volatility caused by the COVID-19 pandemic. The value of the Exchange’s invested assets could continue to be adversely impacted and there is potential for further impairments on its investment portfolio as long as market conditions remain volatile in response to the developments of this pandemic and the related economic impacts.

The duration and extent of the impact on the Exchange’s business, financial condition, results of operations and cash flows cannot be estimated with a high degree of certainty at this time given the ongoing developments of this pandemic and the related impacts on the economy and financial markets.

The effect of the COVID-19 pandemic on our operations, the business operations of our customers and/or independent agents, or our third-party vendor operations, could have a material adverse effect on our business, financial condition, results of operations, or cash flows.

If the COVID-19 pandemic results in conditions that constrain the Exchange’s ability to grow its written premiums, our management fee revenue could be negatively impacted. We expect that certain expenses within our cost of operations will increase as a result of the pandemic, including but not limited to agent compensation, technology costs, and potentially healthcare costs, among others. Our agent incentive bonuses include a profitability component. If claims frequency and loss expenses continue to decline, the profitability component of our agent incentive bonuses will improve increasing our agent compensation costs. Technology costs may increase as a result of supporting remote work capabilities for our employees. There is a potential for increased healthcare costs for treatments of the COVID-19 virus if a significant number of our employees were to become infected. Also, future pension costs could increase as a result of lower investment returns related to the adverse market conditions caused by the COVID-19 pandemic.

Our business continuity plans were implemented upon the outbreak of this pandemic, including transitioning the vast majority of our employees and third-party contractors to remote work capabilities. We have had no significant interruption to our core business processes or systems to date. We have processes in place with our critical third-party vendors to understand impacts on their business and their business continuity plans. We have had no significant interruption to any third-party vendor business processes or systems to date. No significant challenges have been identified in our, or our third-party vendor’s ongoing business continuity plans, however if future challenges were to arise, this could result in an adverse effect on our business, financial condition, results of operations or cash flows. Also, while we have not experienced any delays in internal initiatives to date, future challenges could arise that impact the timing and execution of certain initiatives. Having shifted to remote working arrangements, we also face a heightened risk of cybersecurity attacks or data security incidents and are more dependent on internet and telecommunications access and capabilities. If we experience difficulties with technology, data and network security, outsourcing relationships or cloud-based technology, our ability to conduct our business could be negatively impacted.

Indemnity’s workforce providing services for the Exchange are largely concentrated in Erie, Pennsylvania. If a significant outbreak affects the labor force in this area, or if a significant operating function had a high level of infections at one time, it could impact the policy acquisition, underwriting, claims and/or support services provided to the policyholders of the Exchange and/or our independent agents.

With the increasing number of COVID-19 related disputes, there is a risk that Indemnity could become subject to pandemic related litigation. It is also possible that changes in economic conditions and steps taken by federal, state and local governments in response to COVID-19 could require an increase in taxes at the federal, state and local levels, which would adversely impact our results of operations.

Indemnity’s investment portfolio has been negatively impacted by the significant market volatility caused by the COVID-19 pandemic. The value of our invested assets could continue to be adversely impacted and there is potential for further impairments on our investment portfolio as long as market conditions remain volatile in response to the developments of this pandemic and the related economic impacts.

The duration and extent of the impact on our business, financial condition, results of operations and cash flows cannot be estimated with a high degree of certainty at this time given the ongoing developments of this pandemic and the related impacts on the economy and financial markets.


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

Issuer Purchases of Equity Securities

In ~~October~~ 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. There were no repurchases of our Class A common stock under this program during the quarter ending ~~September 30, 2017.~~March 31, 2020. We had approximately $17.8 million of repurchase authority remaining under this program at ~~September 30, 2017.~~March 31, 2020.

During the quarter ending ~~September 30, 2017,~~March 31, 2020, we purchased ~~2,194~~6,954 shares of our outstanding Class A nonvoting common stock outside of our publicly announced share repurchase program at a total cost of $1.0 million. Of this amount, we purchased 1,787 shares for $0.3 million, or ~~$128.42~~$165.82 per share, for stock-based awards in conjunction with our equity compensation plan, for which the shares were delivered to plan participants in January 2020. We purchased 1,623 shares for $0.2 million, or $153.11 per share, to fund the rabbi trust for the outside director deferred stock compensation plan. ~~These~~The shares were transferred to the rabbi trust in ~~August 2017.~~March 2020. The remaining 3,544 shares were purchased at a total cost of $0.5 million, or $147.86 per share, to fund the rabbi trust for the incentive compensation deferral plan. The shares were transferred to the rabbi trust in March 2020.


ITEM 6.	EXHIBITS



Exhibit
Number		Description of Exhibit

10.1*		~~Second Amendment to Erie Insurance Group Employee Savings Plan (As Amended and Restated Effective January 1, 2015), dated October 17, 2017.~~

10.2*		~~Amended Appendix A (Building List) to Lease Agreement between Erie Insurance Exchange and Erie Indemnity Company effective January 1, 2017, dated October 25, 2017.~~

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.~~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).

* Filed herewith.

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:	~~October 26, 2017~~May 7, 2020	By:	/s/ Timothy G. NeCastro
			Timothy G. NeCastro, President & CEO

		By:	/s/ Gregory J. Gutting
			Gregory J. Gutting, Executive Vice President & CFO

4045



	At September 30, 2017
	Fair value measurements using:
(in thousands)	Total		Quoted prices in active markets for identical assets Level 1		Observable inputs Level 2		Unobservable inputs Level 3
Available-for-sale securities:
U.S. treasury	$	11,834	$	0	$	11,834	$	0
States & political subdivisions	261,966		0		261,966		0
Foreign government securities	507		0		507		0
Corporate debt securities	346,372		0		338,457		7,915
Residential mortgage-backed securities	25,719		0		25,719		0
Commercial mortgage-backed securities	34,331		0		34,331		0
Collateralized debt obligations	62,381		0		62,381		0
Other debt securities	6,156		0		6,156		0
Total fixed maturities	749,266		0		741,351		7,915
Total available-for-sale securities	749,266		0		741,351		7,915
Other investments ⁽¹⁾	4,338		—		—		—
Total	$	753,604	$	0	$	741,351	$	7,915



	At December 31, 2016
	Fair value measurements using:
(in thousands)	Total		Quoted prices in active markets for identical assets Level 1		Observable inputs Level 2		Unobservable inputs Level 3
Available-for-sale securities:
U.S. treasury	$	5,031	$	0	$	5,031	$	0
Government sponsored entities	2,026		0		2,026		0
States & political subdivisions	253,132		0		253,132		0
Corporate debt securities	322,948		0		313,596		9,352
Residential mortgage-backed securities	16,102		0		16,102		0
Commercial mortgage-backed securities	36,849		0		36,849		0
Collateralized debt obligations	69,253		0		69,253		0
Other debt securities	2,000		0		2,000		0
Total fixed maturities	707,341		0		697,989		9,352
Common stock	5,950		5,950		0		0
Total available-for-sale securities	713,291		5,950		697,989		9,352
Other investments ⁽¹⁾	4,412		—		—		—
Total	$	717,703	$	5,950	$	697,989	$	9,352



(in thousands)	Beginning balance at June 30, 2017		Included in earnings⁽¹⁾		Included in other comprehensive income			Purchases		Sales			Transfers into Level 3⁽²⁾		Transfers out of Level 3⁽²⁾			Ending balance at September 30, 2017
Available-for-sale securities:
Corporate debt securities	$	9,295	$	24	$	(60	)	$	539	$	(1,240	)	$	2,633	$	(3,276	)	$	7,915
Total fixed maturities	9,295		24		(60		)	539		(1,240		)	2,633		(3,276		)	7,915
Total available-for-sale securities	9,295		24		(60		)	539		(1,240		)	2,633		(3,276		)	7,915
Total Level 3 assets	$	9,295	$	24	$	(60	)	$	539	$	(1,240	)	$	2,633	$	(3,276	)	$	7,915



(in thousands)	Beginning balance at December 31, 2016		Included in earnings⁽¹⁾		Included in other comprehensive income			Purchases		Sales			Transfers into Level 3⁽²⁾		Transfers out of Level 3⁽²⁾			Ending balance at September 30, 2017
Available-for-sale securities:
Corporate debt securities	$	9,352	$	3	$	(108	)	$	4,520	$	(4,372	)	$	8,444	$	(9,924	)	$	7,915
Total fixed maturities	9,352		3		(108		)	4,520		(4,372		)	8,444		(9,924		)	7,915
Total available-for-sale securities	9,352		3		(108		)	4,520		(4,372		)	8,444		(9,924		)	7,915
Total Level 3 assets	$	9,352	$	3	$	(108	)	$	4,520	$	(4,372	)	$	8,444	$	(9,924	)	$	7,915



(in thousands)	Beginning balance at June 30, 2016		Included in earnings⁽¹⁾		Included in other comprehensive income		Purchases		Sales			Transfers into Level 3⁽²⁾		Transfers out of Level 3⁽²⁾			Ending balance at September 30, 2016
Available-for-sale securities:
Corporate debt securities	$	8,851	$	22	$	38	$	3,217	$	(318	)	$	2,514	$	(4,135	)	$	10,189
Commercial mortgage-backed securities	1,003		0		0		0		0			0		(1,003		)	0
Collateralized debt obligations	1,200		0		7		3,000		0			2,114		(1,200		)	5,121
Total fixed maturities	11,054		22		45		6,217		(318		)	4,628		(6,338		)	15,310
Total available-for-sale securities	11,054		22		45		6,217		(318		)	4,628		(6,338		)	15,310
Total Level 3 assets	$	11,054	$	22	$	45	$	6,217	$	(318	)	$	4,628	$	(6,338	)	$	15,310



(in thousands)	Beginning balance at December 31, 2015		Included in earnings⁽¹⁾		Included in other comprehensive income			Purchases		Sales			Transfers into Level 3⁽²⁾		Transfers out of Level 3⁽²⁾			Ending balance at September 30, 2016
Available-for-sale securities:
Corporate debt securities	$	69	$	67	$	119		$	11,887	$	(924	)	$	5,470	$	(6,499	)	$	10,189
Commercial mortgage-backed securities	0		0		3			1,000		0			0		(1,003		)	0
Collateralized debt obligations	8,577		4		(5		)	7,722		(54		)	2,114		(13,237		)	5,121
Total fixed maturities	8,646		71		117			20,609		(978		)	7,584		(20,739		)	15,310
Total available-for-sale securities	8,646		71		117			20,609		(978		)	7,584		(20,739		)	15,310
Total Level 3 assets	$	8,646	$	71	$	117		$	20,609	$	(978	)	$	7,584	$	(20,739	)	$	15,310



	Carrying value at				Carrying value at
(dollars in thousands)	September 30, 2017		% to total		December 31, 2016		% to total
	(Unaudited)
Fixed maturities	$	749,266	94	%	$	707,341	90	%
Common stock	0		0		5,950		1
Limited partnerships:
Private equity	33,478		4		35,228		5
Mezzanine debt	4,797		1		6,010		1
Real estate	11,176		1		16,921		3
Real estate mortgage loans ⁽¹⁾	156		0		213		0
Total investments	$	798,873	100	%	$	771,663	100	%

100 Erie Insurance Place,

Pennsylvania

(Address of principal executive offices)

(Zip Code)