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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2023March 31, 2024
OR
 
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)

Pennsylvania25-0466020
(State or other jurisdiction of(IRS Employer
incorporation or organization)Identification No.)

100 Erie Insurance Place,Erie,Pennsylvania16530
(Address of principal executive offices)(Zip Code)

814870-2000
(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 shareERIENASDAQ Stock Market, LLC
(Title of each class)(Trading Symbol)(Name of each exchange on which registered)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ 

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of shares outstanding of the registrant’s Class A Common Stock as of the latest practicable date was 46,189,068 at October 20, 2023.April 19, 2024.
 
The number of shares outstanding of the registrant’s Class B Common Stock as of the latest practicable date was 2,542 at October 20, 2023.April 19, 2024.


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PART I. FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

ERIE INDEMNITY COMPANY
STATEMENTS OF OPERATIONS (UNAUDITED)
(dollars in thousands, except per share data)
Three months endedNine months ended
September 30,September 30,
2023202220232022
Three months ended
Three months ended
Three months ended
March 31,
March 31,
March 31,
2024
2024
2024
Operating revenue
Operating revenue
Operating revenueOperating revenue  
Management fee revenue - policy issuance and renewal services
Management fee revenue - policy issuance and renewal services
$649,049 $551,666 $1,840,478 $1,584,213 
Management fee revenue - policy issuance and renewal services
Management fee revenue - policy issuance and renewal services
Management fee revenue - administrative services
Management fee revenue - administrative services
Management fee revenue - administrative servicesManagement fee revenue - administrative services16,151 14,657 46,976 43,446 
Administrative services reimbursement revenueAdministrative services reimbursement revenue187,118 168,653 544,411 492,655 
Administrative services reimbursement revenue
Administrative services reimbursement revenue
Service agreement revenueService agreement revenue6,620 6,260 19,408 19,175 
Service agreement revenue
Service agreement revenue
Total operating revenue
Total operating revenue
Total operating revenueTotal operating revenue858,938 741,236 2,451,273 2,139,489 
Operating expensesOperating expenses
Operating expenses
Operating expenses
Cost of operations - policy issuance and renewal servicesCost of operations - policy issuance and renewal services523,349 466,111 1,513,690 1,352,050 
Cost of operations - policy issuance and renewal services
Cost of operations - policy issuance and renewal services
Cost of operations - administrative services
Cost of operations - administrative services
Cost of operations - administrative servicesCost of operations - administrative services187,118 168,653 544,411 492,655 
Total operating expensesTotal operating expenses710,467 634,764 2,058,101 1,844,705 
Total operating expenses
Total operating expenses
Operating income
Operating income
Operating incomeOperating income148,471 106,472 393,172 294,784 
Investment incomeInvestment income
Investment income
Investment income
Net investment incomeNet investment income14,642 5,834 30,360 24,606 
Net realized and unrealized investment losses(2,227)(6,230)(9,246)(23,833)
Net investment income
Net investment income
Net realized and unrealized investment gains (losses)
Net realized and unrealized investment gains (losses)
Net realized and unrealized investment gains (losses)
Net impairment losses recognized in earnings
Net impairment losses recognized in earnings
Net impairment losses recognized in earningsNet impairment losses recognized in earnings(113)(175)(1,917)(429)
Total investment income (loss)Total investment income (loss)12,302 (571)19,197 344 
Interest expense— 115 — 2,009 
Total investment income (loss)
Total investment income (loss)
Other income
Other income
Other incomeOther income3,001 562 9,643 1,372 
Income before income taxesIncome before income taxes163,774 106,348 422,012 294,491 
Income before income taxes
Income before income taxes
Income tax expenseIncome tax expense32,734 22,035 86,879 61,412 
Income tax expense
Income tax expense
Net income
Net income
Net incomeNet income$131,040 $84,313 $335,133 $233,079 
Net income per shareNet income per share  
Net income per share
Net income per share
Class A common stock – basic
Class A common stock – basic
Class A common stock – basicClass A common stock – basic$2.81 $1.81 $7.20 $5.00 
Class A common stock – dilutedClass A common stock – diluted$2.51 $1.61 $6.41 $4.46 
Class A common stock – diluted
Class A common stock – diluted
Class B common stock – basic and diluted
Class B common stock – basic and diluted
Class B common stock – basic and dilutedClass B common stock – basic and diluted$422 $272 $1,079 $751 
Weighted average shares outstanding – BasicWeighted average shares outstanding – Basic  
Weighted average shares outstanding – Basic
Weighted average shares outstanding – Basic
Class A common stockClass A common stock46,189,037 46,189,025 46,188,962 46,188,878 
Class A common stock
Class A common stock
Class B common stock
Class B common stock
Class B common stockClass B common stock2,542 2,542 2,542 2,542 
Weighted average shares outstanding – DilutedWeighted average shares outstanding – Diluted  
Weighted average shares outstanding – Diluted
Weighted average shares outstanding – Diluted
Class A common stockClass A common stock52,299,369 52,296,411 52,298,655 52,297,685 
Class A common stock
Class A common stock
Class B common stock
Class B common stock
Class B common stockClass B common stock2,542 2,542 2,542 2,542 
Dividends declared per shareDividends declared per share  
Dividends declared per share
Dividends declared per share
Class A common stock
Class A common stock
Class A common stockClass A common stock$1.19 $1.11 $3.57 $3.33 
Class B common stockClass B common stock$178.50 $166.50 $535.50 $499.50 
Class B common stock
Class B common stock

See accompanying notes to Financial Statements. See Note 11, "Accumulated Other Comprehensive Income (Loss)", for amounts reclassified out of accumulated other comprehensive income (loss) into the Statements of Operations. 
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ERIE INDEMNITY COMPANY
STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(in thousands)
Three months endedNine months ended
September 30,September 30,
2023202220232022
Three months ended
Three months ended
Three months ended
March 31,
March 31,
March 31,
2024
2024
2024
Net income
Net income
Net incomeNet income$131,040 $84,313 $335,133 $233,079 
Other comprehensive loss, net of tax  
Other comprehensive (loss) income, net of tax
Other comprehensive (loss) income, net of tax
Other comprehensive (loss) income, net of tax
Change in unrealized holding (losses) gains on available-for-sale securitiesChange in unrealized holding (losses) gains on available-for-sale securities(5,902)(17,178)2,846 (69,082)
Amortization of prior service costs and net actuarial (gain) loss on pension and other postretirement plans(2,742)1,731 (8,226)5,198 
Total other comprehensive loss, net of tax(8,644)(15,447)(5,380)(63,884)
Change in unrealized holding (losses) gains on available-for-sale securities
Change in unrealized holding (losses) gains on available-for-sale securities
Amortization of prior service costs and net actuarial gain on pension and other postretirement plans
Amortization of prior service costs and net actuarial gain on pension and other postretirement plans
Amortization of prior service costs and net actuarial gain on pension and other postretirement plans
Total other comprehensive (loss) income, net of tax
Total other comprehensive (loss) income, net of tax
Total other comprehensive (loss) income, net of tax
Comprehensive incomeComprehensive income$122,396 $68,866 $329,753 $169,195 
Comprehensive income
Comprehensive income
 
See accompanying notes to Financial Statements. See Note 11, "Accumulated Other Comprehensive Income (Loss)", for amounts reclassified out of accumulated other comprehensive income (loss) into the Statements of Operations.
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ERIE INDEMNITY COMPANY
STATEMENTS OF FINANCIAL POSITION
(dollars in thousands, except per share data)
September 30,December 31,
20232022
March 31,March 31,December 31,
202420242023
AssetsAssets(Unaudited)
Current assets:Current assets:
Cash and cash equivalents$102,873 $142,090 
Current assets:
Current assets:
Cash and cash equivalents (includes restricted cash of $13,331 and $12,542, respectively)
Cash and cash equivalents (includes restricted cash of $13,331 and $12,542, respectively)
Cash and cash equivalents (includes restricted cash of $13,331 and $12,542, respectively)
Available-for-sale securitiesAvailable-for-sale securities69,822 24,267 
Receivables from Erie Insurance Exchange and affiliates, net
Receivables from Erie Insurance Exchange and affiliates, net
Receivables from Erie Insurance Exchange and affiliates, netReceivables from Erie Insurance Exchange and affiliates, net620,683 524,937 
Prepaid expenses and other current assetsPrepaid expenses and other current assets71,480 79,201 
Accrued investment incomeAccrued investment income8,968 8,301 
Accrued investment income
Accrued investment income
Total current assetsTotal current assets873,826 778,796 
Available-for-sale securities, net
Available-for-sale securities, net
Available-for-sale securities, netAvailable-for-sale securities, net845,415 870,394 
Equity securitiesEquity securities79,516 72,560 
Fixed assets, netFixed assets, net434,975 413,874 
Fixed assets, net
Fixed assets, net
Agent loans, netAgent loans, net59,544 60,537 
Defined benefit pension planDefined benefit pension plan65,163 
Defined benefit pension plan
Defined benefit pension plan
Other assets36,110 43,295 
Other assets, net
Other assets, net
Other assets, net
Total assetsTotal assets$2,394,549 $2,239,456 
Liabilities and shareholders' equityLiabilities and shareholders' equity
Liabilities and shareholders' equity
Liabilities and shareholders' equity
Current liabilities:
Current liabilities:
Current liabilities:Current liabilities:
Commissions payableCommissions payable$357,614 $300,028 
Agent bonuses50,252 95,166 
Commissions payable
Commissions payable
Agent incentive compensation
Accounts payable and accrued liabilitiesAccounts payable and accrued liabilities165,797 165,915 
Dividends payableDividends payable55,419 55,419 
Contract liabilityContract liability40,831 36,547 
Deferred executive compensationDeferred executive compensation11,000 12,036 
Total current liabilitiesTotal current liabilities680,913 665,111 
Defined benefit pension plans27,744 51,224 
Total current liabilities
Total current liabilities
Defined benefit pension plan
Defined benefit pension plan
Defined benefit pension plan
Contract liability
Contract liability
Contract liabilityContract liability19,653 17,895 
Deferred executive compensationDeferred executive compensation18,547 13,724 
Deferred income taxes, netDeferred income taxes, net11,045 14,075 
Other long-term liabilitiesOther long-term liabilities24,758 29,019 
Total liabilitiesTotal liabilities782,660 791,048 
Shareholders’ equityShareholders’ equity
Shareholders’ equity
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
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
Class A common stock, stated value $0.0292 per share; 74,996,930 shares authorized; 68,299,200 shares issued; 46,189,068 shares outstandingClass A common stock, stated value $0.0292 per share; 74,996,930 shares authorized; 68,299,200 shares issued; 46,189,068 shares outstanding1,992 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 outstandingClass 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 outstanding178 178 
Additional paid-in-capitalAdditional paid-in-capital16,466 16,481 
Accumulated other comprehensive lossAccumulated other comprehensive loss(12,794)(7,414)
Retained earningsRetained earnings2,752,137 2,583,261 
Total contributed capital and retained earningsTotal contributed capital and retained earnings2,757,979 2,594,498 
Total contributed capital and retained earnings
Total contributed capital and retained earnings
Treasury stock, at cost; 22,110,132 shares heldTreasury stock, at cost; 22,110,132 shares held(1,168,761)(1,168,949)
Deferred compensationDeferred compensation22,671 22,859 
Total shareholders’ equityTotal shareholders’ equity1,611,889 1,448,408 
Total liabilities and shareholders’ equityTotal liabilities and shareholders’ equity$2,394,549 $2,239,456 

See accompanying notes to Financial Statements. 
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ERIE INDEMNITY COMPANY
STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
Three and nine months ended September 30,March 31, 2024 and 2023
(dollars in thousands, except per share data)
Class A common stockClass B common stockAdditional paid-in-capitalAccumulated other comprehensive (loss) incomeRetained earningsTreasury stockDeferred compensationTotal shareholders' equity
Balance, December 31, 2022$1,992 $178 $16,481 $(7,414)$2,583,261 $(1,168,949)$22,859 $1,448,408 
Net income86,241 86,241 
Other comprehensive income7,752 7,752 
Dividends declared:
Class A $1.19 per share(54,965)(54,965)
Class B $178.50 per share(454)(454)
Net purchase of treasury stock (1)
(15)(15)
Deferred compensation(822)822 
Rabbi trust distribution (2)
416 (416)
Balance, March 31, 2023$1,992 $178 $16,466 $338 $2,614,083 $(1,169,355)$23,265 $1,486,967 
Net income117,852 117,852 
Other comprehensive loss(4,488)(4,488)
Dividends declared:
Class A $1.19 per share(54,965)(54,965)
Class B $178.50 per share(454)(454)
Net purchase of treasury stock (1)
Deferred compensation(621)621 
Rabbi trust distribution (2)
1,596 (1,596)
Balance, June 30, 2023$1,992 $178 $16,466 $(4,150)$2,676,516 $(1,168,380)$22,290 $1,544,912 
Net income131,040 131,040 
Other comprehensive loss(8,644)(8,644)
Dividends declared:
Class A $1.19 per share(54,965)(54,965)
Class B $178.50 per share(454)(454)
Net purchase of treasury stock (1)
Deferred compensation(381)381 
Balance, September 30, 2023$1,992 $178 $16,466 $(12,794)$2,752,137 $(1,168,761)$22,671 $1,611,889 
Class A common stockClass B common stockAdditional paid-in-capitalAccumulated other comprehensive lossRetained earningsTreasury stockDeferred compensationTotal shareholders' equity
Balance, December 31, 2023$1,992 $178 $16,466 $(13,400)$2,803,689 $(1,169,165)$23,075 $1,662,835 
Net income124,552 124,552 
Other comprehensive loss(1,830)(1,830)
Dividends declared:
Class A $1.275 per share(58,891)(58,891)
Class B $191.25 per share(486)(486)
Deferred compensation(861)861 
Rabbi trust distribution (1)
709 (709)
Balance, March 31, 2024$1,992 $178 $16,466 $(15,230)$2,868,864 $(1,169,317)$23,227 $1,726,180 

(1)     Net purchases of treasury stock in 2023 include the repurchase of our Class A common stock in the open market that were subsequently distributed to satisfy stock-based compensation awards.
(2)    
Class A common stockClass B common stockAdditional paid-in-capitalAccumulated other comprehensive income (loss)Retained earningsTreasury stockDeferred compensationTotal shareholders' equity
Balance, December 31, 2022$1,992 $178 $16,481 $(7,414)$2,583,261 $(1,168,949)$22,859 $1,448,408 
Net income86,241 86,241 
Other comprehensive income7,752 7,752 
Dividends declared:
Class A $1.19 per share(54,965)(54,965)
Class B $178.50 per share(454)(454)
Net purchase of treasury stock (2)
(15)(15)
Deferred compensation(822)822 
Rabbi trust distribution (1)
416 (416)
Balance, March 31, 2023$1,992 $178 $16,466 $338 $2,614,083 $(1,169,355)$23,265 $1,486,967 

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




















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ERIE INDEMNITY COMPANY
STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
Three and nine months ended September 30, 2022
(dollars in thousands, except per share data)
Class A common stockClass B common stockAdditional paid-in-capitalAccumulated other comprehensive lossRetained earningsTreasury stockDeferred compensationTotal shareholders' equity
Balance, December 31, 2021$1,992 $178 $16,496 $(25,288)$2,495,190 $(1,167,828)$21,738 $1,342,478 
Net income68,619 68,619 
Other comprehensive loss(25,189)(25,189)
Dividends declared:
Class A $1.11 per share(51,270)(51,270)
Class B $166.50 per share(423)(423)
Net purchase of treasury stock (1)
(15)(15)
Deferred compensation(802)802 
Rabbi trust distribution (2)
298 (298)
Balance, March 31, 2022$1,992 $178 $16,481 $(50,477)$2,512,116 $(1,168,332)$22,242 $1,334,200 
Net income80,147 80,147 
Other comprehensive loss(23,248)(23,248)
Dividends declared:
Class A $1.11 per share(51,270)(51,270)
Class B $166.50 per share(423)(423)
Net purchase of treasury stock (1)
Deferred compensation(907)907 
Rabbi trust distribution (2)
99 (99)
Balance, June 30, 2022$1,992 $178 $16,481 $(73,725)$2,540,570 $(1,169,140)$23,050 $1,339,406 
Net income84,313 84,313 
Other comprehensive loss(15,447)(15,447)
Dividends declared:
Class A $1.11 per share(51,270)(51,270)
Class B $166.50 per share(423)(423)
Net purchase of treasury stock (1)
Deferred compensation(799)799 
Rabbi trust distribution (2)
1,457 (1,457)
Balance, September 30, 2022$1,992 $178 $16,481 $(89,172)$2,573,190 $(1,168,482)$22,392 $1,356,579 

(1)(2)Net purchasespurchase of treasury stock in 2022 include2023 includes the repurchase of our Class A common stock in the open market that were subsequently distributed to satisfy stock-based compensation awards.
(2)Distributions of our Class A shares were made from the rabbi trust to four incentive compensation deferral plan participants in 2022.

See accompanying notes to Financial Statements.
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ERIE INDEMNITY COMPANY
STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
Nine months ended
September 30,
20232022
Three months endedThree months ended
March 31,March 31,
202420242023
Cash flows from operating activitiesCash flows from operating activities
Management fee received
Management fee received
Management fee receivedManagement fee received$1,799,681 $1,574,694 
Administrative services reimbursements receivedAdministrative services reimbursements received538,943 487,081 
Service agreement revenue receivedService agreement revenue received19,367 19,025 
Net investment income receivedNet investment income received42,579 28,901 
Commissions paid to agentsCommissions paid to agents(889,510)(771,664)
Agents bonuses paid(112,968)(131,699)
Commissions paid to agents
Commissions paid to agents
Incentive compensation paid to agents
Salaries and wages paidSalaries and wages paid(178,176)(164,726)
Pension contribution and employee benefits paidPension contribution and employee benefits paid(150,992)(57,222)
General operating expenses paidGeneral operating expenses paid(226,949)(187,152)
Administrative services expenses paidAdministrative services expenses paid(540,834)(497,007)
Income taxes paid(68,372)(59,989)
Interest paid— (2,134)
Income taxes recovered (paid)
Net cash provided by operating activities
Net cash provided by operating activities
Net cash provided by operating activitiesNet cash provided by operating activities232,769 238,108 
Cash flows from investing activitiesCash flows from investing activities
Cash flows from investing activities
Cash flows from investing activities
Purchase of investments:Purchase of investments:
Purchase of investments:
Purchase of investments:
Available-for-sale securities
Available-for-sale securities
Available-for-sale securitiesAvailable-for-sale securities(206,616)(375,466)
Equity securitiesEquity securities(26,195)(12,956)
Other investmentsOther investments(7)(157)
Other investments
Other investments
Proceeds from investments:Proceeds from investments:
Available-for-sale securities sales
Available-for-sale securities sales
Available-for-sale securities salesAvailable-for-sale securities sales126,361 238,732 
Available-for-sale securities maturities/callsAvailable-for-sale securities maturities/calls55,772 111,419 
Equity securitiesEquity securities14,919 16,679 
Other investmentsOther investments853 429 
Other investments
Other investments
Purchase of fixed assetsPurchase of fixed assets(72,101)(50,885)
Proceeds from disposal of fixed assets— 265 
Loans to agents
Loans to agents
Loans to agentsLoans to agents(5,473)(9,570)
Collections on agent loansCollections on agent loans6,757 6,513 
Net cash used in investing activitiesNet cash used in investing activities(105,730)(74,997)
Cash flows from financing activitiesCash flows from financing activities
Cash flows from financing activities
Cash flows from financing activities
Dividends paid to shareholdersDividends paid to shareholders(166,256)(155,079)
Proceeds from short-term borrowings— 55,000 
Payments on short-term borrowings— (55,000)
Payments on long-term borrowings— (94,070)
Dividends paid to shareholders
Dividends paid to shareholders
Net cash used in financing activitiesNet cash used in financing activities(166,256)(249,149)
Net decrease in cash and cash equivalents(39,217)(86,038)
Cash and cash equivalents, beginning of period142,090 183,702 
Cash and cash equivalents, end of period$102,873 $97,664 
Net cash used in financing activities
Net cash used in financing activities
Net increase (decrease) in cash, cash equivalents, and restricted cash
Net increase (decrease) in cash, cash equivalents, and restricted cash
Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash beginning of period
Cash, cash equivalents, and restricted cash end of period
Supplemental disclosure of noncash transactionsSupplemental disclosure of noncash transactions
Supplemental disclosure of noncash transactions
Supplemental disclosure of noncash transactions
Liability incurred to purchase fixed assets
Liability incurred to purchase fixed assets
Liability incurred to purchase fixed assetsLiability incurred to purchase fixed assets$— $26,386 
Operating lease assets obtained in exchange for lease liabilitiesOperating lease assets obtained in exchange for lease liabilities$7,674 $3,176 

See accompanying notes to Financial Statements.
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NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
 
Note 1.  Nature of Operations
 
Erie Indemnity Company ("Indemnity", "we", "us", "our") is a publicly held Pennsylvania business corporation that has since its incorporation in 1925 served as the attorney-in-fact for the subscribers (policyholders) at the Erie Insurance Exchange ("Exchange").  The Exchange, which also commenced business in 1925, is a Pennsylvania-domiciled reciprocal insurer that writes property and casualty insurance.

Our primary function as attorney-in-fact is to perform policy issuance and renewal services on behalf of the subscribers at the Exchange. We also act as attorney-in-fact on behalf of the subscribers at the Exchange with respect to all claims handling and investment management services, as well as the service provider for all claims handling, life insurance, and investment management services for itsthe Exchange's insurance subsidiaries, collectively referred to as "administrative services". Acting as attorney-in-fact in these two capacities is done in accordance with a subscriber's agreement (a limited power of attorney) executed individually by each subscriber (policyholder), which appoints usIndemnity as their commoneach subscriber's attorney-in-fact to transact certain business on their behalf.  Pursuant toIn accordance with the subscriber's agreement for acting as attorney-in-fact in these two capacities, we earnretain 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 toon behalf of the subscribers at the Exchange are related to the sales, underwriting and issuance of policies. The sales related services we provide include agent compensation and certain sales and advertising support services. Agent compensation includes scheduled commissions to agents based upon premiums written as well as additional commissions and bonuses to agents,incentive compensation, which areis 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.

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

Our results of operations are tied to the growth and financial condition of the Exchange. If any events occurred that impaired the Exchange’s ability to grow or sustain its financial condition, including but not limited to reduced financial strength ratings, disruption in the independent agency relationships, significant catastrophe losses, or products not meeting customer demands, the Exchange could find it more difficult to retain its existing business and attract new business. A decline in the business of the Exchange almost certainly wouldcould 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 itsnet management fee and costother reimbursements. See Note 12, "Concentrations of Credit Risk".











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Note 2.  Significant Accounting Policies
 
Basis of presentation
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ninethree months ended September 30, 2023March 31, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.2024. For further information, refer to the financial statements and footnotes included in our Form 10-K for the year ended December 31, 20222023 as filed with the Securities and Exchange Commission ("SEC") on March 1, 2023.February 26, 2024.

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

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

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

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

Other assets
Other assets primarily include limited partnership investments, other loans receivable, held-to-maturity securities, operating lease assets, and other long-term prepaid assets. Limited partnership investments are recorded using the equity method of accounting. Other loans receivable include loans issued to fund real estate development projects supporting revitalization efforts in our community. The loans are carried at unpaid principal balance, including any paid-in-kind interest capitalized as additional principal, if applicable, net of a current expected credit loss allowance. Any current portion of other loans receivable is recorded in prepaid expenses and other current assets. Held-to-maturity securities are carried at amortized cost, net of a current expected credit loss allowance. The allowances are calculated using the estimated value of, and priority rights to, collateral in the event of default or external loss rates based on comparable losses, and considers current market conditions and forecasted information. Changes to the allowances are recognized in earnings as adjustments to net impairment recoveries (losses) or other income (expense) depending on the nature of the asset. Interest on other loans receivable and held-to-maturity securities is recorded primarily in investment income as earned.
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Note 3.  Revenue
 
The majority of our revenue is derived from the subscriber’s agreement between us and the subscribers (policyholders) at the Exchange. Pursuant toIn accordance with the subscriber’s agreement, we earnretain a management fee calculated as a percentage, not to exceed 25%, of all direct and affiliated assumed written premiums of the Exchange. We allocate a portion of our management fee revenue, currently 25% of the direct and affiliated assumed written premiums of the Exchange, between the two performance obligations we have under the subscriber’s agreement. The first performance obligation is to provide policy issuance and renewal services to the subscribers (policyholders) at the Exchange, and the second is to act as attorney-in-fact on behalf of the subscribers at the Exchange, as well as the service provider for itsthe Exchange's insurance subsidiaries, with respect to all administrative services.

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

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

The Exchange, by virtue ofConsistent with its legal structure as a reciprocal insurer, the Exchange does not have any employees or officers. Therefore, it enters into contractual relationships by and through anthe subscribers' attorney-in-fact. Indemnity serves as the attorney-in-fact on behalf of the subscribers at the Exchange with respect to its administrative services as enumerated in 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 a four-year period representing the time over which these services are provided. The portion of revenue not yet earned is recorded as a contract liability in the Statements of Financial Position. During the three and nine months ended September 30, 2023,March 31, 2024, we recognized revenue of $7.7$15.0 million and $31.5 million, respectively, that was included in the contract liability balance as of December 31, 2022.2023. During the three and nine months ended September 30, 2022,March 31, 2023, we recognized revenue of $7.4$13.3 million and $30.1 million, respectively, that was included in the contract liability balance as of December 31, 2021.2022. The administrative services expenses we incur and the related reimbursements we receive are recorded gross in the Statements of Operations.

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


The following table disaggregates revenue by our two performance obligations:obligations for the three months ended March 31:
Three months ended September 30,Nine months ended September 30,
(in thousands)(in thousands)2023202220232022
(in thousands)
(in thousands)
Management fee revenue - policy issuance and renewal services
Management fee revenue - policy issuance and renewal services
Management fee revenue - policy issuance and renewal servicesManagement fee revenue - policy issuance and renewal services$649,049 $551,666 $1,840,478 $1,584,213 
Management fee revenue - administrative servicesManagement fee revenue - administrative services16,151 14,657 46,976 43,446 
Management fee revenue - administrative services
Management fee revenue - administrative services
Administrative services reimbursement revenueAdministrative services reimbursement revenue187,118 168,653 544,411 492,655 
Administrative services reimbursement revenue
Administrative services reimbursement revenue
Total revenue from administrative services
Total revenue from administrative services
Total revenue from administrative servicesTotal revenue from administrative services$203,269 $183,310 $591,387 $536,101 
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Note 4.  Earnings Per Share
 
Class A and Class B basic earnings per share and Class B diluted earnings per share are calculated under the two-class method. The two-class method allocates earnings to each class of stock based upon its dividend rights.  Class B shares are convertible into Class A shares at a conversion ratio of 2,400 to 1. See Note 10, "Capital Stock".

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

A reconciliation of the numerators and denominators used in the basic and diluted per-share computations is presented as follows for each class of common stock:stock for the three months ended March 31: 
Three months ended September 30,
20232022
2024
2024
20242023
(dollars in thousands, except per share data)(dollars in thousands, except per share data)Allocated net income (numerator)Weighted shares (denominator)Per-share amountAllocated net income (numerator)Weighted shares (denominator)Per-share amount(dollars in thousands, except per share data)Allocated net income (numerator)Weighted shares (denominator)Per-share amountAllocated net income (numerator)Weighted shares (denominator)Per-share amount
Class A – Basic EPS:Class A – Basic EPS:
Income available to Class A stockholders
Income available to Class A stockholders
Income available to Class A stockholdersIncome available to Class A stockholders$129,967 46,189,037 $2.81 $83,623 46,189,025 $1.81 
Dilutive effect of stock-based awardsDilutive effect of stock-based awards9,532 — 6,586 — 
Assumed conversion of Class B sharesAssumed conversion of Class B shares1,073 6,100,800 — 690 6,100,800 — 
Class A – Diluted EPS:Class A – Diluted EPS:
Income available to Class A stockholders on Class A equivalent sharesIncome available to Class A stockholders on Class A equivalent shares$131,040 52,299,369 $2.51 $84,313 52,296,411 $1.61 
Income available to Class A stockholders on Class A equivalent shares
Income available to Class A stockholders on Class A equivalent shares
Class B – Basic and diluted EPS:Class B – Basic and diluted EPS:
Income available to Class B stockholders
Income available to Class B stockholders
Income available to Class B stockholdersIncome available to Class B stockholders$1,073 2,542 $422 $690 2,542 $272 
Nine months ended September 30,
20232022
(dollars in thousands, except per share data)Allocated net income (numerator)Weighted shares (denominator)Per-share amountAllocated net income (numerator)Weighted shares (denominator)Per-share amount
Class A – Basic EPS:
Income available to Class A stockholders$332,389 46,188,962 $7.20 $231,171 46,188,878 $5.00 
Dilutive effect of stock-based awards8,893 — 8,007 — 
Assumed conversion of Class B shares2,744 6,100,800 — 1,908 6,100,800 — 
Class A – Diluted EPS:
Income available to Class A stockholders on Class A equivalent shares$335,133 52,298,655 $6.41 $233,079 52,297,685 $4.46 
Class B – Basic and diluted EPS:
Income available to Class B stockholders$2,744 2,542 $1,079 $1,908 2,542 $751 

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Note 5. Fair Value
 
Financial instruments carried at fair value
Our available-for-sale and equity securities are recorded at fair value, which is the price that would be received to sell the asset in an orderly transaction between willing market participants as of the measurement date.
 
Valuation techniques used to derive the fair value of our available-for-sale and equity securities are based upon observable and unobservable inputs.  Observable inputs reflect market data obtained from independent sources.  Unobservable inputs reflect our own assumptions regarding fair market value for these securities.  Financial instruments are categorized based upon the following characteristics or inputs to the valuation techniques:

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

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

Level 3 – Unobservable inputs for the asset or liability.
 
Estimates of fair values for our investment portfolio are obtained primarily from a nationally recognized pricing service.  Our Level 1 securities are valued using an exchange traded price provided by the pricing service. Pricing service valuations for Level 2 securities include multiple verifiable, observable inputs including benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, offers, and reference data.  Pricing service valuations for Level 3 securities are based upon proprietary models and are used when observable inputs are not available or in illiquid markets.
 
Although virtually all of our prices are obtained from third party sources, we also perform internal pricing reviews, including evaluating the methodology and inputs used to ensure that we determine the proper classification level of the financial instrument and reviewing securities with price changes that vary significantly from current market conditions or independent price sources.  Price variances are investigated and corroborated by market data and transaction volumes. We have reviewed the pricing methodologies of our pricing service as well as other observable inputs and believe that the prices adequately consider market activity in determining fair value. 

In limited circumstances we adjust the price received from the pricing service when, in our judgment, a better reflection of fair value is available based upon corroborating information and our knowledge and monitoring of market conditions such as a disparity in price of comparable securities and/or non-binding broker quotes.  In other circumstances, certain securities are internally priced because prices are not provided by the pricing service.
 
When a price from the pricing service is not available, values are determined by obtaining broker/dealer quotes and/or market comparables. When available, we obtain multiple quotes for the same security. The ultimate value for these securities is determined based upon our best estimate of fair value using corroborating market information. As of September 30, 2023,March 31, 2024, nearly all of our available-for-sale and equity securities were priced using a third party pricing service.


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The following tables present our fair value measurements on a recurring basis by asset class and level of input as of: 
March 31, 2024March 31, 2024
(in thousands)(in thousands)TotalLevel 1Level 2Level 3
Available-for-sale securities:
September 30, 2023
(in thousands)TotalLevel 1Level 2Level 3
Available-for-sale securities:
Corporate debt securities
Corporate debt securities
Corporate debt securitiesCorporate debt securities$566,967 $$562,862 $4,105 
Collateralized debt obligationsCollateralized debt obligations110,488 110,488 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities72,032 64,625 7,407 
Residential mortgage-backed securitiesResidential mortgage-backed securities150,394 150,389 
Other debt securitiesOther debt securities15,356 15,356 
U.S. Treasury
Total available-for-sale securitiesTotal available-for-sale securities915,237 903,720 11,517 
Equity securities:Equity securities:
Financial services sector
Financial services sector
Financial services sectorFinancial services sector65,071 796 60,819 3,456 
Utilities sectorUtilities sector7,291 7,291 
Energy sectorEnergy sector4,131 4,131 
Consumer sectorConsumer sector2,288 2,288 
Technology sectorTechnology sector500 500 
Industrial sectorIndustrial sector177 177 
Communications sectorCommunications sector58 58 
Total equity securitiesTotal equity securities79,516 854 74,706 3,956 
TotalTotal$994,753 $854 $978,426 $15,473 


December 31, 2023December 31, 2023
(in thousands)(in thousands)TotalLevel 1Level 2Level 3
Available-for-sale securities:
December 31, 2022
(in thousands)TotalLevel 1Level 2Level 3
Available-for-sale securities:
Corporate debt securities
Corporate debt securities
Corporate debt securitiesCorporate debt securities$553,382 $$549,696 $3,686 
Collateralized debt obligationsCollateralized debt obligations102,537 102,537 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities66,054 55,144 10,910 
Residential mortgage-backed securitiesResidential mortgage-backed securities150,415 146,231 4,184 
Other debt securitiesOther debt securities22,273 22,273 
Total available-for-sale securitiesTotal available-for-sale securities894,661 875,881 18,780 
Total available-for-sale securities
Total available-for-sale securities
Equity securities:Equity securities:
Financial services sector
Financial services sector
Financial services sectorFinancial services sector61,084 57,305 3,779 
Utilities sectorUtilities sector5,708 5,708 
Energy sectorEnergy sector3,576 3,576 
Consumer sectorConsumer sector1,854 1,854 
Technology sector
Industrial sector
Communications sectorCommunications sector338 338 
Total equity securitiesTotal equity securities72,560 68,781 3,779 
TotalTotal$967,221 $$944,662 $22,559 


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

Level 3 Assets – 2023 Quarterly2024 Year-to-Date Change:

(in thousands)

(in thousands)
Beginning balance at June 30, 2023
Included in earnings(1)
Included
in other
comprehensive
income (loss)
PurchasesSales
Transfers into
Level 3(2)
Transfers out of Level 3(2)
Ending balance at September 30, 2023(in thousands)Beginning balance at December 31, 2023
Included in earnings(1)
Included
in other
comprehensive
income (loss)
PurchasesSales
Transfers into
Level 3(2)
Transfers out of Level 3(2)
Ending balance at March 31, 2024
Available-for-sale securities:Available-for-sale securities:        
Corporate debt securitiesCorporate debt securities$5,123 $10 $123 $1,661 $(511)$730 $(3,031)$4,105 
Corporate debt securities
Corporate debt securities
Commercial mortgage-backed securities
Commercial mortgage-backed securities
Commercial mortgage-backed securitiesCommercial mortgage-backed securities6,533 (182)(56)(366)1,478 7,407 
Residential mortgage- backed securitiesResidential mortgage- backed securities12 (7)
Total available-for-sale securitiesTotal available-for-sale securities11,668 (172)67 1,661 (884)2,208 (3,031)11,517 
Total available-for-sale securities
Total available-for-sale securities
Equity securitiesEquity securities4,730 33 — 1,000 (1,807)3,956 
Total Level 3 securitiesTotal Level 3 securities$16,398 $(139)$67 $2,661 $(884)$2,208 $(4,838)$15,473 

Level 3 Assets – 2023 Year-to-Date Change:
(in thousands)Beginning balance at December 31, 2022
Included in earnings(1)
Included
in other
comprehensive
income (loss)
PurchasesSales
Transfers into
Level 3(2)
Transfers out of Level 3(2)
Ending balance at September 30, 2023
Available-for-sale securities:
Corporate debt securities$3,686 $(4)$245 $3,193 $(1,256)$3,883 $(5,642)$4,105 
Commercial mortgage-backed securities10,910 (542)44 1,455 (551)1,944 (5,853)7,407 
Residential mortgage- backed securities4,184 (5)96 (115)33 (4,188)
Total available-for-sale securities18,780 (551)385 4,648 (1,922)5,860 (15,683)11,517 
Equity securities3,779 26 — 1,958 (1,807)3,956 
Total Level 3 securities$22,559 $(525)$385 $6,606 $(1,922)$5,860 $(17,490)$15,473 

Level 3 Assets – 2022 Quarterly Change:
(in thousands)Beginning balance at June 30, 2022
Included in earnings(1)
Included
in other
comprehensive
income (loss)
PurchasesSales
Transfers into
Level 3(2)
Transfers out of Level 3(2)
Ending balance at September 30, 2022
Available-for-sale securities:
Corporate debt securities$6,109 $(7)$(28)$753 $(495)$2,899 $(1,956)$7,275 
Commercial mortgage-backed securities8,871 (188)(413)(660)1,174 (3,417)5,367 
Residential mortgage- backed securities42,549 (667)(1,708)(6,626)674 (30,560)3,662 
Total available-for-sale securities57,529 (862)(2,149)753 (7,781)4,747 (35,933)16,304 
Equity securities1,866 (18)— 1,848 
Total Level 3 securities$59,395 $(880)$(2,149)$753 $(7,781)$4,747 $(35,933)$18,152 







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Level 3 Assets – 2022 Year-to-Date Change:
(in thousands)(in thousands)Beginning balance at December 31, 2021
Included in earnings(1)
Included
in other
comprehensive
income (loss)
PurchasesSales
Transfers into
Level 3(2)
Transfers out of Level 3(2)
Ending balance at September 30, 2022(in thousands)Beginning balance at December 31, 2022
Included in earnings(1)
Included
in other
comprehensive
income (loss)
PurchasesSales
Transfers into
Level 3(2)
Transfers out of Level 3(2)
Ending balance at March 31, 2023
Available-for-sale securities:Available-for-sale securities:
Corporate debt securitiesCorporate debt securities$5,256 $(2)$(417)$5,687 $(3,614)$8,673 $(8,308)$7,275 
Corporate debt securities
Corporate debt securities
Commercial mortgage-backed securities
Commercial mortgage-backed securities
Commercial mortgage-backed securitiesCommercial mortgage-backed securities15,728 (892)(1,071)(3,825)5,509 (10,082)5,367 
Residential mortgage-backed securitiesResidential mortgage-backed securities8,814 (643)(2,042)4,887 (9,472)38,214 (36,096)3,662 
Total available-for-sale securitiesTotal available-for-sale securities29,798 (1,537)(3,530)10,574 (16,911)52,396 (54,486)16,304 
Total available-for-sale securities
Total available-for-sale securities
Equity securitiesEquity securities2,083 (235)— 1,848 
Total Level 3 securitiesTotal Level 3 securities$31,881 $(1,772)$(3,530)$10,574 $(16,911)$52,396 $(54,486)$18,152 
(1)These amounts are reported as net investment income and net realized and unrealized investment gains (losses) for each of the periods presented above.
(2)Transfers into and/or (out) of Level 3 are primarily attributable to the availability of market observable information and the re-evaluation of the observability of pricing inputs.


Financial instruments not carried at fair value
The following table presents the carrying values and fair values of financial instruments categorized as Level 3 in the fair value hierarchy that are recorded at carrying value as of:
March 31, 2024March 31, 2024December 31, 2023
(in thousands)(in thousands)Carrying valueFair valueCarrying valueFair value
Agent loans, net
Other loans receivable, net (1)
September 30, 2023December 31, 2022
(in thousands)Carrying valueFair valueCarrying valueFair value
Agent loans$68,192 $58,955 $69,476 $62,954 
Held-to-maturity securities, net (2)
Held-to-maturity securities, net (2)
Held-to-maturity securities, net (2)

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

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

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Note 6.  Investments
 
Available-for-saleFixed maturity securities
See Note 5, "Fair Value" for additional fair value disclosures. The following tables summarize the amortized cost and estimated fair value, net of credit loss allowance, of our available-for-salefixed maturity securities as of:
September 30, 2023
March 31, 2024March 31, 2024
(in thousands)(in thousands)Amortized costGross unrealized gainsGross unrealized lossesEstimated fair 
value
(in thousands)Amortized costGross unrealized gainsGross unrealized lossesEstimated fair value
Available-for-sale securities:
Available-for-sale securities:
Available-for-sale securities:
Corporate debt securities
Corporate debt securities
Corporate debt securitiesCorporate debt securities$596,538 $776 $30,347 $566,967 
Collateralized debt obligationsCollateralized debt obligations113,252 64 2,828 110,488 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities78,491 90 6,549 72,032 
Residential mortgage-backed securitiesResidential mortgage-backed securities173,529 11 23,146 150,394 
Other debt securitiesOther debt securities16,298 942 15,356 
U.S. Treasury
Total available-for-sale securities, net
Total available-for-sale securities, net$978,108 $941 $63,812 $915,237 
Held-to-maturity securities - states & political subdivisions
Held-to-maturity securities - states & political subdivisions
Held-to-maturity securities - states & political subdivisions
Total fixed maturity securities, net
Total fixed maturity securities, net
Total fixed maturity securities, net


December 31, 2023December 31, 2023
(in thousands)(in thousands)Amortized costGross unrealized gainsGross unrealized lossesEstimated fair value
Available-for-sale securities:
December 31, 2022
(in thousands)Amortized costGross unrealized gainsGross unrealized lossesEstimated fair 
value
Corporate debt securities
Corporate debt securities
Corporate debt securitiesCorporate debt securities$588,536 $657 $35,811 $553,382 
Collateralized debt obligationsCollateralized debt obligations107,730 11 5,204 102,537 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities73,855 157 7,958 66,054 
Residential mortgage-backed securitiesResidential mortgage-backed securities166,412 72 16,069 150,415 
Other debt securitiesOther debt securities24,602 2,329 22,273 
Total available-for-sale securities, netTotal available-for-sale securities, net$961,135 $897 $67,371 $894,661 
Total available-for-sale securities, net
Total available-for-sale securities, net


The amortized cost and estimated fair value of available-for-sale and held-to-maturity securities at September 30, 2023March 31, 2024 are shown below by remaining contractual term to maturity.  Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
September 30, 2023
AmortizedEstimated
(in thousands)costfair value
Due in one year or less$63,056 $61,957 
Due after one year through five years431,382 409,557 
Due after five years through ten years171,654 164,848 
Due after ten years312,016 278,875 
Total available-for-sale securities, net (1)
$978,108 $915,237 

March 31, 2024
AmortizedEstimated
(in thousands)costfair value
Available-for-sale securities:
Due in one year or less$72,252 $71,072 
Due after one year through five years418,035 408,886 
Due after five years through ten years194,162 192,549 
Due after ten years317,457 297,138 
Total available-for-sale securities, net (1)
1,001,906 969,645 
Held-to-maturity securities - due after ten years4,833 4,833 
Total fixed maturity securities, net$1,006,739 $974,478 
(1)The contractual maturities of our available-for-sale securities are included in the table. However, given our intent to sell certain impaired securities, these securities are classified as current assets in our Statement of Financial Position at September 30, 2023.March 31, 2024.
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The below securities have been evaluated for credit impairment using criteria described within Note 2, "Significant Accounting Policies, of Notes to Financial Statements" included in our Annual Report on Form 10-K for the year ended December 31, 2023 as filed with the SEC on February 26, 2024. The gross unrealized losses are primarily attributable to changes in interest rates and determinedare not deemed to be temporary declines in fair value for whichcredit-related. We do not have the intent to sell these securities and it is more likely than not that we expectwould not be required to recover our entire principal plus interest.  sell these securities before the anticipated recovery of the amortized cost basis.

The following tables present available-for-sale securities based on length of time in a gross unrealized loss position as of:
March 31, 2024March 31, 2024
Less than 12 monthsLess than 12 months12 months or longerTotal
(dollars in thousands)(dollars in thousands)Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
No. of
holdings
September 30, 2023
Less than 12 months12 months or longerTotal
(dollars in thousands)Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
No. of
holdings
Corporate debt securities
Corporate debt securities
Corporate debt securitiesCorporate debt securities$173,565 $4,529 $345,584 $25,818 $519,149 $30,347 832 
Collateralized debt obligationsCollateralized debt obligations7,010 39 93,940 2,789 100,950 2,828 154 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities33,208 1,064 30,692 5,485 63,900 6,549 156 
Residential mortgage-backed securitiesResidential mortgage-backed securities48,919 3,118 97,676 20,028 146,595 23,146 182 
Other debt securitiesOther debt securities7,605 121 7,752 821 15,357 942 39 
U.S. Treasury
Total available-for-sale securitiesTotal available-for-sale securities$270,307 $8,871 $575,644 $54,941 $845,951 $63,812 1,363 
Quality breakdown of available-for-sale securities:Quality breakdown of available-for-sale securities:
Investment gradeInvestment grade$241,402 $8,142 $523,719 $48,245 $765,121 $56,387 814 
Investment grade
Investment grade
Non-investment gradeNon-investment grade28,905 729 51,925 6,696 80,830 7,425 549 
Total available-for-sale securitiesTotal available-for-sale securities$270,307 $8,871 $575,644 $54,941 $845,951 $63,812 1,363 


December 31, 2023December 31, 2023
Less than 12 monthsLess than 12 months12 months or longerTotal
(dollars in thousands)(dollars in thousands)Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
No. of
holdings
December 31, 2022
Less than 12 months12 months or longerTotal
(dollars in thousands)Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
No. of
holdings
Corporate debt securities
Corporate debt securities
Corporate debt securitiesCorporate debt securities$397,511 $21,371 $121,094 $14,440 $518,605 $35,811 916 
Collateralized debt obligationsCollateralized debt obligations44,823 2,529 55,335 2,675 100,158 5,204 159 
Commercial mortgage-backed securitiesCommercial mortgage-backed securities41,139 5,124 15,864 2,834 57,003 7,958 131 
Residential mortgage-backed securitiesResidential mortgage-backed securities109,499 9,131 31,465 6,938 140,964 16,069 161 
Other debt securitiesOther debt securities15,682 1,323 6,591 1,006 22,273 2,329 46 
Total available-for-sale securitiesTotal available-for-sale securities$608,654 $39,478 $230,349 $27,893 $839,003 $67,371 1,413 
Total available-for-sale securities
Total available-for-sale securities
Quality breakdown of available-for-sale securities:Quality breakdown of available-for-sale securities:
Investment grade
Investment grade
Investment gradeInvestment grade$525,805 $31,904 $215,742 $25,205 $741,547 $57,109 761 
Non-investment gradeNon-investment grade82,849 7,574 14,607 2,688 97,456 10,262 652 
Total available-for-sale securitiesTotal available-for-sale securities$608,654 $39,478 $230,349 $27,893 $839,003 $67,371 1,413 




















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Credit loss allowance on investmentsallowances
The current expectedfollowing tables present a roll-forward of the allowances for credit loss allowancelosses on agent loans was $1.0 million at both September 30, 2023fixed maturity securities and December 31, 2022. The current expected credit loss allowance on available-for-sale securities was $0.4 million at September 30, 2023 and $0.2 million at December 31, 2022.financing receivables for the three months ended March 31:
2024
(in thousands)Available-for-sale securitiesHeld-to-maturity securitiesOther loans receivableAgent loans
Balance, beginning of period$597 $$11,081 $957 
Provision and recoveries164 2,167 172 
Sales/collections and write-offs(186)
Balance, end of period$575 $2,167 $11,253 $957 

2023
(in thousands)Available-for-sale securitiesHeld-to-maturity securitiesOther loans receivableAgent loans
Balance, beginning of period$249 $— $3,775 $957 
Provision and recoveries201 — 32 
Sales/collections and write-offs(102)— (98)
Balance, end of period$348 $— $3,709 $957 


Net investment income
Investment income (loss), net of expenses, was generated from the following portfolios:portfolios for the three months ended March 31:
Three months ended September 30,Nine months ended September 30,
(in thousands)(in thousands)2023202220232022
(in thousands)
(in thousands)
Available-for-sale securities
Available-for-sale securities
Available-for-sale securitiesAvailable-for-sale securities$11,037 $8,546 $31,404 $21,919 
Equity securitiesEquity securities1,161 979 3,260 2,942 
Equity securities
Equity securities
Limited partnerships (1)
Limited partnerships (1)
Limited partnerships (1)
Limited partnerships (1)
(13)(4,643)(10,725)(2,158)
Cash equivalents and otherCash equivalents and other2,687 1,251 6,714 2,901 
Cash equivalents and other
Cash equivalents and other
Total investment income
Total investment income
Total investment incomeTotal investment income14,872 6,133 30,653 25,604 
Less: investment expensesLess: investment expenses230 299 293 998 
Less: investment expenses
Less: investment expenses
Net investment incomeNet investment income$14,642 $5,834 $30,360 $24,606 
Net investment income
Net investment income
(1)Limited partnership lossesincome (losses) include both realized gains (losses) and unrealized valuation changes. Our limited partnership investments are included in the line item "Other assets" in the Statements of Financial Position. We have made no new significant limited partnership commitments since 2006, and the balance of limited partnership investments is expected to decline over time as additional distributions are received.

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Net realized and unrealized investment lossesgains (losses)
Realized and unrealized gains (losses) on investments were as follows:follows for the three months ended March 31:
Three months ended September 30,Nine months ended September 30,
(in thousands)(in thousands)2023202220232022
(in thousands)
(in thousands)
Available-for-sale securities:
Available-for-sale securities:
Available-for-sale securities:Available-for-sale securities:  
Gross realized gainsGross realized gains$213 $146 $519 $1,055 
Gross realized gains
Gross realized gains
Gross realized losses
Gross realized losses
Gross realized lossesGross realized losses(2,693)(4,752)(6,714)(10,163)
Net realized losses on available-for-sale securitiesNet realized losses on available-for-sale securities(2,480)(4,606)(6,195)(9,108)
Net realized losses on available-for-sale securities
Net realized losses on available-for-sale securities
Equity securitiesEquity securities244 (1,624)(3,060)(14,727)
Miscellaneous
Net realized and unrealized investment losses$(2,227)$(6,230)$(9,246)$(23,833)
Equity securities
Equity securities
Net realized and unrealized investment gains (losses)
Net realized and unrealized investment gains (losses)
Net realized and unrealized investment gains (losses)


The portion of net unrealized gains (losses) recognized during the reporting period related to equity securities held at the reporting date is calculated as follows:follows for the three months ended March 31:
Three months ended September 30,Nine months ended September 30,
(in thousands)(in thousands)2023202220232022
(in thousands)
(in thousands)
Equity securities:
Equity securities:
Equity securities:Equity securities:
Net gains (losses) recognized during the periodNet gains (losses) recognized during the period$244 $(1,624)$(3,060)$(14,727)
Net gains (losses) recognized during the period
Net gains (losses) recognized during the period
Less: net gains (losses) recognized on securities sold
Less: net gains (losses) recognized on securities sold
Less: net gains (losses) recognized on securities soldLess: net gains (losses) recognized on securities sold91 243 (2,636)(1,327)
Net unrealized gains (losses) recognized on securities held at reporting dateNet unrealized gains (losses) recognized on securities held at reporting date$153 $(1,867)$(424)$(13,400)
Net unrealized gains (losses) recognized on securities held at reporting date
Net unrealized gains (losses) recognized on securities held at reporting date

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Net impairment losses recognized in earnings
Impairments on available-for-sale securitiesinvestments were as follows:follows for the three months ended March 31:
Three months ended September 30,Nine months ended September 30,
(in thousands)2023202220232022
Available-for-sale securities:
Intent to sell$(58)$(45)$(1,639)$(146)
Credit(55)(130)(278)(283)
Net impairment losses recognized in earnings$(113)$(175)$(1,917)$(429)













(in thousands)20242023
Available-for-sale securities:
Intent to sell$(174)$(1,432)
Credit impaired(164)(201)
Total available-for-sale securities(338)(1,633)
Held-to-maturity securities - expected credit losses(2,167)— 
Other loans receivable - expected credit losses(172)
Net impairment losses recognized in earnings$(2,677)$(1,633)









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Note 7.  Bank Line of Credit
 
We have access to a $100 million bank revolving line of credit with a $25 million letter of credit sublimit that expires on October 29, 2026. As of September 30, 2023,March 31, 2024, a total of $99.1$99.2 million remains available under the facility due to $0.9$0.8 million outstanding letters of credit, which reduce the availability for letters of credit to $24.1$24.2 million. We had no borrowings outstanding on our line of credit as of September 30, 2023.March 31, 2024. Investments with a fair value of $114.2$117.1 million were pledged as collateral on the line of credit at September 30, 2023.March 31, 2024. These investments have no trading restrictions and are reported as available-for-sale securities and cash and cash equivalents on our Statement of Financial Position as of September 30, 2023.March 31, 2024. The bank requires compliance with certain covenants, which include leverage ratios and debt restrictions.  We are in compliance with all covenants at September 30, 2023.March 31, 2024.


Note 8.  Postretirement Benefits
 
Pension plans
Our pension plans consist of a noncontributory defined benefit pension plan covering substantially all employees and an unfunded supplemental employee retirement plan ("SERP") for certain members of executive and senior management. The pension plan provides benefits to covered individuals satisfying certain age and service requirements. The defined benefit pension plan and SERP each provide benefits through a final average earnings formula.

Although we are the sponsor of these postretirement plans and record the funded status of these plans, there are reimbursements between us and the Exchange and its subsidiaries reimburse us, or are reimbursed for their allocated share of pension costincome or income, respectively.cost. These reimbursements represent pension benefits for employees performing administrative services and an allocated share of plan (income) cost for employees in departments that support the administrative functions. As of September 30, 2023,For the three months ended March 31, 2024, we reimbursed the Exchange and its subsidiaries for approximately 60%61% of the annual defined benefit pension income, and 36%the Exchange and its subsidiaries reimbursed us for approximately 34% of the annual SERP cost. For our funded pension plan, amounts are settled in cash for the portion of pension (income) cost was reimbursedallocated to and from, respectively, the Exchange and its subsidiaries. For our unfunded SERP, we pay the obligations when due and amounts are settled in cash between entities when there is a payout.

Our defined benefit pension plan funding policy is generally to contribute an amount equal to the greater of the target normal cost for the plan year, or the amount necessary to fund the plan to 100%. Accordingly, we made a $95$33 million contribution during the third quarter of 2023.in January 2024. The contribution generated afunded pension plan net benefit asset of $65.2 million and is presented separately from ourthe unfunded plan as a non-current asset on our StatementStatements of Financial Position as of September 30, 2023.Position.

Pension plan (income) costincome includes the following components:components for the three months ended March 31:
Three months ended September 30,Nine months ended September 30,
(in thousands)(in thousands)2023202220232022
(in thousands)
(in thousands)
Service cost for benefits earned
Service cost for benefits earned
Service cost for benefits earnedService cost for benefits earned$7,190 $12,560 $21,572 $37,681 
Interest cost on benefit obligationInterest cost on benefit obligation12,548 9,941 37,644 29,823 
Interest cost on benefit obligation
Interest cost on benefit obligation
Expected return on plan assets
Expected return on plan assets
Expected return on plan assetsExpected return on plan assets(17,217)(13,639)(51,652)(40,917)
Prior service cost amortizationPrior service cost amortization362 361 1,085 1,082 
Net actuarial (gain) loss amortization(3,833)1,830 (11,498)5,490 
Pension plan (income) cost (1)
$(950)$11,053 $(2,849)$33,159 
Prior service cost amortization
Prior service cost amortization
Net actuarial gain amortization
Net actuarial gain amortization
Net actuarial gain amortization
Settlement gain
Settlement gain
Settlement gain
Pension plan income (1)
Pension plan income (1)
Pension plan income (1)
(1)Pension plan (income) costincome represents total plan (income) costincome before reimbursements between Indemnity and the Exchange and its subsidiaries. The components of pension plan (income) costincome other than the service cost components are included in the line item "Other income" in the Statements of Operations, net of reimbursements between Indemnity and the Exchange and its subsidiaries.


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Note 9.  Income Taxes
 
Income tax expense is provided on an interim basis based upon our estimate of the annual effective income tax rate, adjusted each quarter for discrete items. For the three months ended September 30,March 31, 2024 and 2023, and 2022, our effective tax rate was 20.0%20.8% and 20.7%, respectively. For the nine months ended September 30, 2023 and 2022, our effective tax rate was 20.6% and 20.9%21.0%, respectively.


Note 10.  Capital Stock
 
Class A and B common stock
Holders of Class B shares may, at their option, convert their shares into Class A shares at the rate of 2,400 Class A shares per Class B share.  There were no shares of Class B common stock converted into Class A common stock during the ninethree months ended September 30, 2023March 31, 2024 and the year ended December 31, 2022.2023. There is no provision for conversion of Class A shares into Class B shares, and Class B shares surrendered for conversion cannot be reissued.

Stock repurchases
In 2011, our Board of Directors approved a continuation of the current stock repurchase program of $150 million, with no time limitation.  There were no shares repurchased under this program during the ninethree months ended September 30, 2023March 31, 2024 and the year ended December 31, 2022.2023. We had approximately $17.8 million of repurchase authority remaining under this program at September 30, 2023.March 31, 2024.

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Note 11.  Accumulated Other Comprehensive Income (Loss)
 
Changes in accumulated other comprehensive income ("AOCI") (loss) by component, including amounts reclassified to other comprehensive income ("OCI") (loss) and the related line item in the Statements of Operations where net income is presented, are as follows:follows for the three months ended March 31:
Three months endedThree months ended
September 30, 2023September 30, 2022
(in thousands)Before TaxIncome TaxNetBefore TaxIncome TaxNet
Investment securities:
AOCI (loss), beginning of period$(55,497)$(11,654)$(43,843)$(57,980)$(12,177)$(45,803)
OCI (loss) before reclassifications(10,064)(2,114)(7,950)(26,524)(5,570)(20,954)
Realized investment losses2,480 521 1,959 4,606 968 3,638 
Impairment losses113 24 89 175 37 138 
OCI (loss)(7,471)(1,569)(5,902)(21,743)(4,565)(17,178)
AOCI (loss), end of period$(62,968)$(13,223)$(49,745)$(79,723)$(16,742)$(62,981)
Pension and other postretirement plans:
AOCI (loss), beginning of period$50,244 $10,551 $39,693 $(35,346)$(7,424)$(27,922)
Amortization of prior service costs362 76 286 361 76 285 
Amortization of net actuarial (gain) loss(3,833)(805)(3,028)1,830 384 1,446 
OCI (loss)(3,471)(729)(2,742)2,191 460 1,731 
AOCI (loss), end of period$46,773 $9,822 $36,951 $(33,155)$(6,964)$(26,191)
Total
AOCI (loss), beginning of period$(5,253)$(1,103)$(4,150)$(93,326)$(19,601)$(73,725)
Investment securities(7,471)(1,569)(5,902)(21,743)(4,565)(17,178)
Pension and other postretirement plans(3,471)(729)(2,742)2,191 460 1,731 
OCI (loss)(10,942)(2,298)(8,644)(19,552)(4,105)(15,447)
AOCI (loss), end of period$(16,195)$(3,401)$(12,794)$(112,878)$(23,706)$(89,172)
Nine months endedNine months ended
September 30, 2023September 30, 2022
(in thousands)Before TaxIncome TaxNetBefore TaxIncome TaxNet
Investment securities:
AOCI (loss), beginning of period$(66,571)$(13,980)$(52,591)$7,722 $1,621 $6,101 
OCI (loss) before reclassifications(4,509)(947)(3,562)(96,982)(20,366)(76,616)
Realized investment losses6,195 1,301 4,894 9,108 1,913 7,195 
Impairment losses1,917 403 1,514 429 90 339 
OCI (loss)3,603 757 2,846 (87,445)(18,363)(69,082)
AOCI (loss), end of period$(62,968)$(13,223)$(49,745)$(79,723)$(16,742)$(62,981)
Pension and other postretirement plans:
AOCI (loss), beginning of period$57,186 $12,009 $45,177 $(39,734)$(8,345)$(31,389)
Amortization of prior service costs1,085 228 857 1,082 227 855 
Amortization of net actuarial (gain) loss(11,498)(2,415)(9,083)5,497 1,154 4,343 
OCI (loss)(10,413)(2,187)(8,226)6,579 1,381 5,198 
AOCI (loss), end of period$46,773 $9,822 $36,951 $(33,155)$(6,964)$(26,191)
Total
AOCI (loss), beginning of period$(9,385)$(1,971)$(7,414)$(32,012)$(6,724)$(25,288)
Investment securities3,603 757 2,846 (87,445)(18,363)(69,082)
Pension and other postretirement plans(10,413)(2,187)(8,226)6,579 1,381 5,198 
OCI (loss)(6,810)(1,430)(5,380)(80,866)(16,982)(63,884)
AOCI (loss), end of period$(16,195)$(3,401)$(12,794)$(112,878)$(23,706)$(89,172)

20242023
(in thousands)Before TaxIncome TaxNetBefore TaxIncome TaxNet
Investment securities:
AOCI (loss), beginning of period$(31,402)$(6,595)$(24,807)$(66,571)$(13,980)$(52,591)
OCI (loss) before reclassifications(1,554)(326)(1,228)10,032 2,107 7,925 
Realized investment losses262 55 207 1,619 340 1,279 
Impairment losses338 71 267 1,633 343 1,290 
OCI (loss)(954)(200)(754)13,284 2,790 10,494 
AOCI (loss), end of period$(32,356)$(6,795)$(25,561)$(53,287)$(11,190)$(42,097)
Pension and other postretirement plans:
AOCI, beginning of period$14,439 $3,032 $11,407 $57,186 $12,009 $45,177 
Amortization of prior service costs389 82 307 362 76 286 
Amortization of net actuarial gain(1,751)(368)(1,383)(3,833)(805)(3,028)
OCI (loss)(1,362)(286)(1,076)(3,471)(729)(2,742)
AOCI, end of period$13,077 $2,746 $10,331 $53,715 $11,280 $42,435 
Total
AOCI (loss), beginning of period$(16,963)$(3,563)$(13,400)$(9,385)$(1,971)$(7,414)
Investment securities(954)(200)(754)13,284 2,790 10,494 
Pension and other postretirement plans(1,362)(286)(1,076)(3,471)(729)(2,742)
OCI (loss)(2,316)(486)(1,830)9,813 2,061 7,752 
AOCI (loss), end of period$(19,279)$(4,049)$(15,230)$428 $90 $338 


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Note 12. Concentrations of Credit Risk
 
Financial instruments could potentially expose us to concentrations of credit risk, including our unsecured receivables from the Exchange. The majority of our revenue and receivables are from the Exchange and its affiliates. See also Note 1, "Nature of Operations". Net management fee amounts and other reimbursements due from the Exchange and its affiliates were $620.7$641.7 million and $524.9$625.3 million at September 30, 2023March 31, 2024 and December 31, 2022,2023, respectively, which includes a current expected credit loss allowance of $0.6 million in both periods.


Note 13.  Commitments and Contingencies
 
We have an agreement with a bank for an agent loan participation program. The maximum amount of loans to be funded through this program is $100 million. We have committed to fund a minimum of 30% of each loan executed through this program. As of September 30, 2023,March 31, 2024, outstanding loans executed under this agreement totaled $59.1$54.6 million, of which our portion of the loans is $20.6$18.5 million. Additionally, we have agreed to guarantee a portion of the funding provided by the other participants in the program in the event of default. As of September 30, 2023,March 31, 2024, our maximum potential amount of future payments on the guaranteed portion is $6.9$7.3 million. All loan payments under the participation program are current as of September 30, 2023.March 31, 2024. On April 23, 2024, we increased the maximum amount of loans to be funded through the agent loan participation program to $150 million.

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

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

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


Note 14. Subsequent Events
 
NoOther than increasing the maximum amount of loans to be funded through the agent loan participation program as discussed in Note 13, "Commitments and Contingencies", no items were identified in this period subsequent to the financial statement date that required adjustment or additional disclosure.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion of financial condition and results of operations highlights significant factors influencing Erie Indemnity Company ("Indemnity", "we", "us", "our").  This discussion should be read in conjunction with the historical financial statements and the related notes thereto included in Part I, Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q, and with Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for the year ended December 31, 2022,2023, as contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2023.February 26, 2024.
 
 
INDEX
 Page Number
 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
 
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995:
Statements contained herein that are not historical fact are forward-looking statements and, as such, are subject to risks and uncertainties that could cause actual events and results to differ, perhaps materially, from those discussed herein.  Forward-looking statements relate to future trends, events or results and include, without limitation, statements and assumptions on which such statements are based that are related to our plans, strategies, objectives, expectations, intentions, and adequacy of resources.  Examples of forward-looking statements are discussions relating to premium and investment income, expenses, operating results, and compliance with contractual and regulatory requirements.  Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict.  Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements.  Among the risks and uncertainties, in addition to those set forth in our filings with the Securities and Exchange Commission, that could cause actual results and future events to differ from those set forth or contemplated in the forward-looking statements include the following:
dependence upon our relationship with the Erie Insurance Exchange ("Exchange") and the management fee under the agreement with the subscribers at the Exchange;
dependence upon our relationship with the Exchange and the growth of the Exchange, including:
general business and economic conditions;
factors affecting insurance industry competition;competition, including technological innovations;
dependence upon the independent agency system; and
ability to maintain our reputation;brand, including our reputation for customer service;
dependence upon our relationship with the Exchange and the financial condition of the Exchange, including:
the Exchange's ability to maintain acceptable financial strength ratings;
factors affecting the quality and liquidity of the Exchange's investment portfolio;
changes in government regulation of the insurance industry;
litigation and regulatory actions;
emergence of significant unexpected events, including pandemics and economic or social inflation;
emerging claims and coverage issues in the industry; and
severe weather conditions or other catastrophic losses, including terrorism;
costs of providing policy issuance and renewal services to the subscribers at the Exchange under the subscriber's agreement;
ability to attract and retain talented management and employees;
ability to ensure system availability and effectively manage technology initiatives;
difficulties with technology or data security breaches, including cyber attacks;
ability to maintain uninterrupted business operations;
compliance with complex and evolving laws and regulations and outcome of pending and potential litigation;
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factors affecting the quality and liquidity of our investment portfolio; and
our ability to meet liquidity needs and access capital.
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A forward-looking statement speaks only as of the date on which it is made and reflects our analysis only as of that date.  We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, changes in assumptions, or otherwise.


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


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

The Exchange is a reciprocal insurance exchange, which is an unincorporated association of individuals, partnerships and corporations that agree to insure one another. Each applicant for insurance (a subscriber) to the Exchange signs a subscriber's agreement, which contains an appointment of Indemnity as their attorney-in-fact to transact the business of the Exchange on their behalf. Pursuant toIn accordance with the subscriber’s agreement for acting as attorney-in-fact in these two capacities, we earnretain 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 toon behalf of the subscribers at 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,incentive compensation, which areis 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.

By virtue ofConsistent with its legal structure as a reciprocal insurer, the Exchange does not have any employees or officers. Therefore, it enters into contractual relationships by and through anthe subscribers' attorney-in-fact. Indemnity serves as the attorney-in-fact on behalf of the subscribers at the Exchange with respect to its administrative services as enumerated in 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. Claims handling services include costs incurred in the claims process, including the adjustment, investigation, defense, recording and payment functions. Life insurance management services include costs incurred in the management and processing of life insurance business. Investment management services are related to investment trading activity, accounting and all other functions attributable to the investment of funds. In 2022,2023, approximately 71% of the administrative services expenses were entirely attributable to the respective administrative functions (claims handling, life insurance management and investment management), while the remaining 29% of these expenses were allocations of costs for departments that support these administrative functions. The expenses we incur and related reimbursements we receive for administrative services are presented gross in our Statements of Operations. The subscriber's agreement and service agreements provide for reimbursement of amounts incurred for these services to Indemnity. Reimbursements are settled at cost on a monthly basis. State insurance regulations require that intercompany service agreements and any material amendments be approved in advance by the state insurance department.

Our results of operations are tied to the growth and financial condition of the Exchange as the Exchange is our sole customer, and our earnings are largely generated from management fees based on the direct and affiliated assumed premiums written by the Exchange. The Exchange generates revenue by insuring preferred and standard risks, with personal lines comprising 69%70% of the 20222023 direct and affiliated assumed written premiums and commercial lines comprising the remaining 31%30%.  The principal
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personal lines products are private passenger automobile and homeowners.  The principal commercial lines products are commercial multi-peril, commercial automobile and workers compensation.
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Financial Overview
Three months ended March 31,
Three months ended March 31,
Three months ended March 31,
(dollars in thousands, except per share data)
(dollars in thousands, except per share data)
(dollars in thousands, except per share data)
(Unaudited)
(Unaudited)
(Unaudited)
Three months ended September 30,Nine months ended September 30,
(dollars in thousands, except per share data)20232022% Change20232022% Change
Operating income
(Unaudited)(Unaudited)
Operating income
Operating incomeOperating income$148,471 $106,472 39.4 %$393,172 $294,784 33.4 %
Total investment income (loss)Total investment income (loss)12,302 (571)NM19,197 344 NM
Interest expense— 115 NM— 2,009 NM
Total investment income (loss)
Total investment income (loss)
Other income
Other income
Other incomeOther income3,001 562 NM9,643 1,372 NM
Income before income taxesIncome before income taxes163,774 106,348 54.0 422,012 294,491 43.3 
Income before income taxes
Income before income taxes
Income tax expense
Income tax expense
Income tax expenseIncome tax expense32,734 22,035 48.6 86,879 61,412 41.5 
Net incomeNet income$131,040 $84,313 55.4 %$335,133 $233,079 43.8 %
Net income
Net income
Net income per share – dilutedNet income per share – diluted$2.51 $1.61 55.4 %$6.41 $4.46 43.8 %
Net income per share – diluted
Net income per share – diluted
NM = not meaningful


Operating income increased in both the thirdfirst quarter and nine months ended September 30, 2023,of 2024, compared to the same periodsperiod in 2022,2023, as growth in operating revenue outpaced the growth in operating expenses. Management fee revenue for policy issuance and renewal services increased 17.7%19.3% to $649.0$665.7 million in the thirdfirst quarter of 2023 and 16.2% to $1.8 billion for the nine months ended September 30, 2023.2024. Management fee revenue is based upon the management fee rate we charge and the direct and affiliated assumed premiums written by the Exchange. The management fee rate was 25% for both 20232024 and 2022.2023. The direct and affiliated assumed premiums written by the Exchange increased 17.6%19.0% to $2.7 billion in the thirdfirst quarter of 2023 and increased 16.2% to $7.6 billion for the nine months ended September 30, 2023,2024, compared to the same periodsperiod in 2022.2023.

Cost of operations for policy issuance and renewal services increased 12.3%17.3% to $523.3$550.3 million and 12.0% to $1.5 billion in the thirdfirst quarter and nine months ended September 30, 2023,of 2024, compared to the same periodsperiod in 2022,2023, primarily due to higher scheduled commissions driven by direct and affiliated assumed written premium growth, as well as increased agent incentive compensation, employee compensation, and technology investments, partially offset by decreased agent incentive compensation driven by higher claims severity and related loss costs experienced by the Exchange.agent-related costs.

Management fee revenue for administrative services increased 10.2%11.5% to $16.2 million and 8.1% to $47.0$16.9 million in the thirdfirst quarter and nine months ended September 30, 2023,of 2024 compared to the same periodsperiod in 2022.2023. The administrative services reimbursement revenue and corresponding cost of operations increased both total operating revenue and total operating expenses by $187.1$191.6 million in the thirdfirst quarter of 2023 and $544.4 million for the nine months ended September 30, 2023,2024, but had no net impact on operating income.

Total investment income increased $12.9 million and $18.9$19.8 million in the thirdfirst quarter and nine months ended September 30, 2023,of 2024 compared to the same periodsperiod in 2022. The results from both periods were2023 primarily due to lower net realized and unrealized investment losses and an increase in net investment income as well as net realized and unrealized investment gains in 20232024 compared to 2022.

net losses in 2023.

General Conditions and Trends Affecting Our Business
Economic conditions
Unfavorable changes in economic conditions, including declining consumer confidence, inflation, high unemployment, and the threat of recession, among others, may lead the Exchange’s customers to modify coverage, not renew policies, or even cancel policies, which could adversely affect the premium revenue of the Exchange, and consequently our management fee revenue.  Inflation remained elevated from historical levels during the third quarter of 2023. Continued elevatedElevated inflation or supply chain disruptions could impact the Exchange's operations and our management fees. In particular, unanticipated increased inflation costs including medical cost inflation, building material cost inflation, auto repair and replacement cost inflation, and tort issuessocial inflation may impact adequacy of estimated loss reserves and future premium rates of the Exchange. The extent and duration of the impacts to economic conditions remain uncertain. If any of these items impacted the financial condition or operations of the Exchange, it could have an impact on our financial results. See Financial Condition and Liquidity and Capital Resources contained within this report, as well as Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 as filed with the Securities and Exchange Commission on March 1, 2023February 26, 2024 for a discussion of the potential impacts to our operations or those of the Exchange.




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

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

The management fee is calculated by multiplying all direct and affiliated assumed premiums written by the Exchange by the management fee rate, which is determined by our Board of Directors at least annually.  The management fee rate was set at 25%, the maximum rate, for both 20232024 and 2022.2023.  Changes in the management fee rate can affect our revenue and net income significantly. The transaction price, including management fee revenue and administrative services reimbursement revenue, includes variable consideration and is allocated based on the estimated standalone selling prices developed using industry information and other available information for similar services. We update the transaction price and the related allocation at least annually based upon the most recent information available or more frequently if there have been significant changes in any components considered in the transaction price. Our current transaction price allocation review resulted in a minor change in the allocation between the two performance obligations in 2024 compared to prior years, which did not have a material impact on our financial statements.


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The following table presents the allocation and disaggregation of revenue for our two performance obligations:obligations for the three months ended March 31:
Three months ended September 30,Nine months ended September 30,
(dollars in thousands)(dollars in thousands)20232022% Change20232022% Change
(Unaudited)(Unaudited)
(dollars in thousands)
(dollars in thousands)
(Unaudited)
(Unaudited)
(Unaudited)
Policy issuance and renewal services
Policy issuance and renewal services
Policy issuance and renewal servicesPolicy issuance and renewal services
Direct and affiliated assumed premiums written by the ExchangeDirect and affiliated assumed premiums written by the Exchange$2,670,186 $2,271,033 17.6 %$7,587,185 $6,528,996 16.2 %
Direct and affiliated assumed premiums written by the Exchange
Direct and affiliated assumed premiums written by the Exchange
Management fee rate
Management fee rate
Management fee rateManagement fee rate24.30 %24.30 %24.30 %24.30 %
Management fee revenueManagement fee revenue648,855 551,861 17.6 1,843,686 1,586,546 16.2 
Management fee revenue
Management fee revenue
Change in estimate for management fee returned on cancelled policies (1)
Change in estimate for management fee returned on cancelled policies (1)
194 (195)NM(3,208)(2,333)(37.5)
Change in estimate for management fee returned on cancelled policies (1)
Change in estimate for management fee returned on cancelled policies (1)
Management fee revenue - policy issuance and renewal services
Management fee revenue - policy issuance and renewal services
Management fee revenue - policy issuance and renewal servicesManagement fee revenue - policy issuance and renewal services$649,049 $551,666 17.7 %$1,840,478 $1,584,213 16.2 %
Administrative servicesAdministrative services
Administrative services
Administrative services
Direct and affiliated assumed premiums written by the Exchange
Direct and affiliated assumed premiums written by the Exchange
Direct and affiliated assumed premiums written by the ExchangeDirect and affiliated assumed premiums written by the Exchange$2,670,186 $2,271,033 17.6 %$7,587,185 $6,528,996 16.2 %
Management fee rateManagement fee rate0.70 %0.70 %0.70 %0.70 %
Management fee rate
Management fee rate
Management fee revenue
Management fee revenue
Management fee revenueManagement fee revenue18,691 15,897 17.6 53,110 45,703 16.2 
Change in contract liability (2)
Change in contract liability (2)
(2,529)(1,244)NM(6,108)(2,272)NM
Change in contract liability (2)
Change in contract liability (2)
Change in estimate for management fee returned on cancelled policies (1)
Change in estimate for management fee returned on cancelled policies (1)
Change in estimate for management fee returned on cancelled policies (1)
Change in estimate for management fee returned on cancelled policies (1)
(11)NM(26)15 NM
Management fee revenue - administrative servicesManagement fee revenue - administrative services16,151 14,657 10.2 46,976 43,446 8.1 
Management fee revenue - administrative services
Management fee revenue - administrative services
Administrative services reimbursement revenue
Administrative services reimbursement revenue
Administrative services reimbursement revenueAdministrative services reimbursement revenue187,118 168,653 10.9 544,411 492,655 10.5 
Total revenue from administrative servicesTotal revenue from administrative services$203,269 $183,310 10.9 %$591,387 $536,101 10.3 %
Total revenue from administrative services
Total revenue from administrative services
NM = not meaningful

(1)A constraining estimate of variable consideration exists related to the potential for management fees to be returned if a policy were to be cancelled mid-term. Management fees are returned to the Exchange when policies are cancelled mid-term and unearned premiums are refunded. 
(2)Management fee revenue - administrative services is recognized over time as the services are provided. See Part I, Item 1. "Financial Statements - Note 3, Revenue, of Notes to Financial Statements" contained within this report.








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Direct and affiliated assumed premiums written by the Exchange
Direct and affiliated assumed premiums include premiums written directly by the Exchange and premiums assumed from its wholly owned property and casualty subsidiaries. Direct and affiliated assumed premiums written by the Exchange increased 17.6%19.0% to $2.7 billion in the thirdfirst quarter of 20232024 compared to the thirdfirst quarter of 2022,2023, primarily driven by increased personal lines and commercial multi-peril premiums written.  Year-over-year policies in force for all lines of business increased 6.1%7.1% in the thirdfirst quarter of 20232024 compared to 3.3%4.4% in the thirdfirst quarter of 2022.2023.  The year-over-year average premium per policy for all lines of business increased 8.7%10.6% at September 30, 2023March 31, 2024 compared to 4.1%6.4% at September 30, 2022.March 31, 2023.

Premiums generated from new business increased 39.7%32.4% to $403$449 million in the thirdfirst quarter of 2024 compared to the same period in 2023, primarily driven by increased premiums written in the commercial multi-peril, personal auto and homeowners lines. Contributing to this change was a 11.1% increase in new business policies written and a 14.0% increase in year-over-year average premium per policy on new business at March 31, 2024. Premiums generated from new business increased 36.3% to $339 million in the first quarter of 2023 compared to the same period in 2022, primarily driven by increased premiumspremium written in the personal auto, homeowners and commercial multi-peril and homeowners lines. Contributing to this change was a 21.3%25.9% increase in new business policies written and a 12.1%10.3% increase in year-over-year average premium per policy on new business at September 30,March 31, 2023. Premiums generated from new business increased 20.9% to $288 million in the third quarter of 2022 compared to the same period in 2021, primarily driven by increased premium written in the personal auto and commercial multi-peril lines. Contributing to this change was a 10.0% increase in new business policies written and a 7.8% increase in year-over-year average premium per policy on new business at September 30, 2022.

Premiums generated from renewal business increased 14.4%16.7% to $2.3 billion in the thirdfirst quarter of 2024 compared to the first quarter of 2023 and increased 11.5% to $2.0 billion in the first quarter of 2023 compared to the thirdfirst quarter of 2022 and increased 7.9% to $2.0 billion in the third quarter of 2022 compared to the third quarter of 2021.2022.  Underlying the trend in renewal business premiums in both periods was an 8.1%a 9.9% increase in year-over-year average premium
28

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per policy at September 30,March 31, 2024, and 5.8% at March 31, 2023, and 3.5% at September 30, 2022, as well as an increase in year-over-year policies in force of 4.2%5.1% and 3.5% in the thirdfirst quarters of 20232024 and 2022,2023, respectively, driven by a slightan increase in the policy retention ratios.

Personal lines – Total personal lines premiums written increased 19.6%20.6% to $1.9 billion in the thirdfirst quarter of 2024, compared to 15.8% in the first quarter of 2023, compared to 8.7% in the third quarter of 2022, driven by a 9.2%12.0% increase in total personal lines year-over-year average premium per policy and a 6.6%7.5% increase in total personal lines policies in force.

Commercial lines – Total commercial lines premiums written increased 12.4%15.6% to $727$874 million in the thirdfirst quarter of 2024, compared to 12.2% in the first quarter of 2023, compared to 11.2% in the third quarter of 2022, driven by a 10.0%9.4% increase in total commercial lines year-over-year average premium per policy and a 2.7%4.2% increase in total commercial lines policies in force.

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

Changes in premium levels attributable to the growth in policies in force and rate changes affect the profitability of the Exchange and have a direct bearing on our management fee revenue. Future premiums could be impacted by potential regulatory changes in regulation and continued inflationary trends, among others. Inflation-driven severity continuedThe Exchange's pricing actions taken in 2023 have contributed to impact underwriting resultsits increased average premium per policy in the thirdfirst quarter of 2023, and will continue to impact future rate decisions.2024. See also Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 as filed with the Securities and Exchange Commission on March 1, 2023.February 26, 2024.



















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Policy issuance and renewal services
Three months ended September 30,Nine months ended September 30,
Three months ended March 31,
Three months ended March 31,
Three months ended March 31,
(dollars in thousands)(dollars in thousands)20232022% Change20232022% Change
(Unaudited)(Unaudited)
(dollars in thousands)
(dollars in thousands)
(Unaudited)
(Unaudited)
(Unaudited)
Management fee revenue - policy issuance and renewal services
Management fee revenue - policy issuance and renewal services
Management fee revenue - policy issuance and renewal servicesManagement fee revenue - policy issuance and renewal services$649,049$551,66617.7 %$1,840,478$1,584,21316.2 %
Service agreement revenueService agreement revenue6,6206,2605.7 19,40819,1751.2 
655,669557,92617.5 1,859,8861,603,38816.0 
Service agreement revenue
Service agreement revenue
672,200
672,200
672,200
Cost of operations - policy issuance and renewal services
Cost of operations - policy issuance and renewal services
Cost of operations - policy issuance and renewal servicesCost of operations - policy issuance and renewal services523,349466,11112.3 1,513,6901,352,05012.0 
Operating income - policy issuance and renewal servicesOperating income - policy issuance and renewal services$132,320$91,81544.1 %$346,196$251,33837.7 %
Operating income - policy issuance and renewal services
Operating income - policy issuance and renewal services


Policy issuance and renewal services
The management fee revenue allocated for providing policy issuance and renewal services was 24.40% and 24.30% of the direct and affiliated assumed premiums written by the Exchange for boththe three and nine month periods ended September 30,March 31, 2024 and 2023, and 2022.respectively.  This portion of the management fee is recognized as revenue when the policy is issued or renewed because it is at that time that the services we provide are substantially complete and the executed insurance policy is transferred to the customer.  The increase in management fee revenue for policy issuance and renewal services was driven by the increase in the direct and affiliated assumed premiums written by the Exchange discussed previously.

Service agreement revenue
Service agreement revenue primarily consists of service charges we collect from subscribers/policyholders for providing multiple payment plans on policies written by the Exchange and its property and casualty subsidiaries and also includes late payment and policy reinstatement fees.  The service charges are fixed dollar amounts per billed installment. Service agreement revenue also includes fees received from the Exchange for the use of shared office space. The increase in service agreement revenue for the three and nine month periodsperiod ended September 30, 2023March 31, 2024 compared to the same periodsperiod in 20222023 is primarily due to an increase in shared office space revenue.


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Cost of policy issuance and renewal services
Three months ended September 30,Nine months ended September 30,
Three months ended March 31,
Three months ended March 31,
Three months ended March 31,
(dollars in thousands)(dollars in thousands)20232022% Change20232022% Change
(Unaudited)(Unaudited)
(dollars in thousands)
(dollars in thousands)
(Unaudited)
(Unaudited)
(Unaudited)
Commissions:
Commissions:
Commissions:Commissions:
Total commissionsTotal commissions$354,169$309,59714.4 %$1,014,121$898,21512.9 %
Total commissions
Total commissions
Non-commission expense:
Non-commission expense:
Non-commission expense:Non-commission expense:
Underwriting and policy processingUnderwriting and policy processing$46,387$43,6276.3 %$136,624$127,4837.2 %
Underwriting and policy processing
Underwriting and policy processing
Information technology
Information technology
Information technologyInformation technology51,20150,3451.7 162,810147,11710.7 
Sales and advertisingSales and advertising14,35515,011(4.4)43,28342,0073.0 
Sales and advertising
Sales and advertising
Customer service
Customer service
Customer serviceCustomer service8,6438,675(0.4)25,06625,760(2.7)
Administrative and otherAdministrative and other48,59438,85625.1 131,786111,46818.2 
Administrative and other
Administrative and other
Total non-commission expense
Total non-commission expense
Total non-commission expenseTotal non-commission expense169,180156,5148.1 499,569453,83510.1 
Total cost of operations - policy issuance and renewal servicesTotal cost of operations - policy issuance and renewal services$523,349$466,11112.3 %$1,513,690$1,352,05012.0 %
Total cost of operations - policy issuance and renewal services
Total cost of operations - policy issuance and renewal services


Commissions – Commissions increased $44.6$67.0 million in the thirdfirst quarter of 2023 and $115.9 million for the nine months ended September 30, 20232024 compared to the same periodsperiod in 2022,2023, primarily driven by the growth in direct and affiliated assumed written premium partially offset by a decreaseand an increase in agent incentive compensation. The estimated agent incentive payouts at September 30, 2023March 31, 2024 are based on actual underwriting results for the two prior years and current year-to-date actual results and forecasted results for the remainder of 2023.2024. The profitability component of agent incentive compensation decreasedincreased due to higher claims severityimproved actual and relatedforecasted loss costsratios in the three-year period ending 2023 compared to the three-year period ended 2022.2024.

Non-commission expense – Non-commission expense increased $12.7$14.3 million in the thirdfirst quarter of 20232024 compared to the thirdfirst quarter of 2022.2023. Underwriting and policy processing expense increased $2.8$4.4 million primarily due to increased underwriting report and personnel costs. Information technology costs decreased $3.7 million primarily due to an increase in capitalized professional fees and personnel costs related to technology initiatives. Sales and advertising expense increased $0.9$4.3 million primarily due to increased professional fees.agent-related costs. Administrative and other costs increased $9.7$7.2 million primarily due to an increase in personnel costs and professional fees.

Non-commission expense increased $45.7 million in the nine months ended September 30, 2023 compared to the same period in 2022. Underwriting and policy processing expense increased $9.1 million primarily due to increased underwriting report, personnel, and postagetravel costs. Information technology costs increased $15.7 million primarily due to increased professional fees, hardware and software costs, and personnel costs. Administrative and other costs increased $20.3 million primarily due to an increase in personnel costs. Personnel costs in both the third quarter and nine months ended September 30, 2023 were impacted by increased compensation including higher estimated costs for incentive plan awards, partially offset by lower pension costs due to an increase in the discount rate compared to 2022. Increases in incentive plan costs in both periods were driven by improved direct written premium and policies in force growth and a higher company stock price at September 30, 2023 compared to September 30, 2022.

Administrative services
Three months ended September 30,Nine months ended September 30,
(dollars in thousands)20232022% Change20232022% Change
(Unaudited)(Unaudited)
Management fee revenue - administrative services$16,151$14,65710.2 %$46,976$43,4468.1 %
Administrative services reimbursement revenue187,118168,65310.9 544,411492,65510.5 
Total revenue allocated to administrative services203,269183,31010.9 591,387536,10110.3 
Administrative services expenses
Claims handling services163,164146,09711.7 470,959427,48310.2 
Investment management services9,1489,273(1.4)26,36628,264(6.7)
Life management services14,80613,28311.5 47,08636,90827.6 
Operating income - administrative services$16,151$14,65710.2 %$46,976$43,4468.1 %


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Administrative services
Three months ended March 31,
(dollars in thousands)20242023% Change
(Unaudited)
Management fee revenue - administrative services$16,934$15,18911.5 %
Administrative services reimbursement revenue191,567172,82710.8 
Total revenue allocated to administrative services208,501188,01610.9 
Administrative services expenses
Claims handling services167,963148,20013.3 
Investment management services8,5938,745(1.7)
Life management services15,01115,882(5.5)
Operating income - administrative services$16,934$15,18911.5 %

Administrative services
The management fee revenue allocated to administrative services was 0.60% and 0.70% of the direct and affiliated assumed premiums written by the Exchange for both the three and nine month periods ended September 30,March 31, 2024 and 2023, and 2022.respectively. This portion of the management fee is recognized as revenue over a four-year period representing the time over which the services are provided. We also report reimbursed costs as revenues, which are recognized monthly as services are provided. The administrative services expenses we incur and the related reimbursements we receive are recorded gross in the Statements of Operations.

Cost of administrative services
By virtue ofConsistent with its legal structure as a reciprocal insurer, the Exchange does not have any employees or officers. Therefore, it enters into contractual relationships by and through anthe subscribers' attorney-in-fact. Indemnity serves as the attorney-in-fact on behalf of the subscribers at Exchange with respect to its administrative services as enumerated in 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. The subscriber's agreement and service agreements provide for reimbursement of amounts incurred for these services to Indemnity. Reimbursements due from the Exchange and its insurance subsidiaries are recorded as a receivable and settled at cost.
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Total investment income (loss)
A summary of the results of our investment operations is as follows:follows for the three months ended March 31:
Three months ended September 30,Nine months ended September 30,
2024
2024
2024
(dollars in thousands)(dollars in thousands)20232022% Change20232022% Change
(Unaudited)(Unaudited)
(dollars in thousands)
(dollars in thousands)
Net investment incomeNet investment income$14,642 $5,834 NM%$30,360 $24,606 23.4 %
Net realized and unrealized investment losses(2,227)(6,230)64.3 (9,246)(23,833)61.2 
Net investment income
Net investment income
Net realized and unrealized investment gains (losses)
Net realized and unrealized investment gains (losses)
Net realized and unrealized investment gains (losses)
Net impairment losses recognized in earnings
Net impairment losses recognized in earnings
Net impairment losses recognized in earningsNet impairment losses recognized in earnings(113)(175)(35.2)(1,917)(429)NM
Total investment income (loss)Total investment income (loss)$12,302 $(571)NM%$19,197 $344 NM%
Total investment income (loss)
Total investment income (loss)
NM = not meaningful


Net investment income
Net investment income includes interest and dividends on our fixed maturity and equity security portfolios and the results of our limited partnership investments, net of investment expenses. Net investment income increased $8.8 million and $5.8$13.7 million in the thirdfirst quarter and nine months ended September 30, 2023,of 2024, compared to the same periodsperiod in 2022. The increase in the third quarter of 2023, was primarily due to a decreasehigher equity in earnings of limited partnership lossespartnerships and an increase in bond income due toas a result of higher yields. The increase for the nine months ended September 30, 2023 was primarily due to an increaseIncluded in bond and cash and cash equivalentnet investment income driven by higher yields and increased rates, partially offset by an increase inis $0.5 million of limited partnership losses. Net investment income included limited partnershipearnings in the first quarter of 2024 compared to losses of less than $0.1 million in the third quarter of 2023 compared to $4.6$10.8 million for the same period in 2022 and $10.7 million of limited partnership losses for the nine months ended September 30, 2023, compared to $2.2 million for the same period in 2022.2023.

Net realized and unrealized investment lossesgains (losses)
A breakdown of our net realized and unrealized investment gains (losses) gains is as follows:follows for the three months ended March 31:
Three months ended September 30,Nine months ended September 30,
(in thousands)(in thousands)2023202220232022
(in thousands)
(in thousands)
Securities sold:
Securities sold:
Securities sold:Securities sold:(Unaudited)(Unaudited)
Available-for-sale securitiesAvailable-for-sale securities$(2,480)$(4,606)$(6,195)$(9,108)
Available-for-sale securities
Available-for-sale securities
Equity securitiesEquity securities91 243 (2,636)(1,327)
Equity securities change in fair value153 (1,867)(424)(13,400)
Miscellaneous
Net realized and unrealized investment losses$(2,227)$(6,230)$(9,246)$(23,833)
Equity securities
Equity securities
Change in fair value on remaining equity securities
Change in fair value on remaining equity securities
Change in fair value on remaining equity securities
Net realized and unrealized investment gains (losses)
Net realized and unrealized investment gains (losses)
Net realized and unrealized investment gains (losses)


Net realized and unrealized lossesgains of $1.9 million during the threefirst quarter of 2024 were primarily due to market value adjustments in the preferred stock portfolio. Net realized and nine months ended September 30,unrealized losses of $5.3 million during the same period in 2023 were primarily due to disposals of available-for-sale securities. The nine months ended September 30, 2023 also included disposals of equity securities impacted by the banking industry events in the first quarteras well as disposals of 2023. Net realizedavailable-for-sale securities and unrealized losses during the same periods in 2022 were primarily due to market value adjustments on equity securities and disposals of available-for-sale securities.

Net impairment losses recognized in earnings
Net impairment losses duringof $2.7 million in the three and nine months ended September 30, 2023 and 2022 werefirst quarter of 2024 include $2.2 million of current expected credit losses recognized on held-to-maturity securities. See "Other assets" in Part I, Item 1. "Financial Statements - Note 2, Significant Accounting Policies, of Notes to Financial Statements" for additional information. The first quarter of 2024 also includes $0.3 million related to available-for-sale securities in an unrealized loss position where we had both the intent to sell prior to recoverrecovery of our amortized cost basis as well asand credit-related impairment losses. Net impairment losses of $1.6 million in the first quarter of 2023 included $1.4 million of intent to sell related impairments and $0.2 million of credit impairment losses.impairments on available-for-sale securities.
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Financial conditionCondition of Erie Insurance Exchange
Serving in the capacity of attorney-in-fact for the subscribers at the Exchange, we are dependent on the growth and financial condition of the Exchange, who is our sole customer. The strength of the Exchange and its wholly owned subsidiaries is rated annually by A.M. Best Company through assessing its financial stability and ability to pay claims. The ratings are generally based upon factors relevant to policyholders and are not directed toward return to investors. The Exchange and each of its property and casualty subsidiaries are rated A+ "Superior", the second highest financial strength rating, which is assigned to companies that have achieved superior overall performance when compared to the standards established by A.M. Best and have a superior ability to meet obligations to policyholders over the long term. On August 10, 2023, the outlook for the financial strength rating was affirmed as stable. As of December 31, 2022,2023, only approximately 12% of insurance groups, in which the Exchange is included, are rated A+ or higher.

The financial statements of the Exchange are prepared in accordance with statutory accounting principles prescribed by the Commonwealth of Pennsylvania. Financial statements prepared under statutory accounting principles focus on the solvency of the insurer and generally provide a more conservative approach than under U.S. generally accepted accounting principles. Statutory direct written premiums of the Exchange and its wholly owned property and casualty subsidiaries grew 16.2%19.0% to $7.6$2.7 billion in the first ninethree months of 20232024 compared to the first ninethree months of 2022.2023. These premiums, along with investment income, are the major sources of cash that support the operations of the Exchange. Policyholders’ surplus determined under statutory accounting principles was $9.1$9.5 billion at September 30, 2023March 31, 2024 and $10.1$9.3 billion at December 31, 2022.2023. The Exchange and its wholly owned property and casualty subsidiaries' year-over-year policy retention ratio continues to be high at 91.1%91.2% at September 30, 2023both March 31, 2024 and 90.5% at December 31, 2022.2023.

We have prepared our financial statements considering the financial strength of the Exchange based on its A.M. Best rating and strong level of surplus. See Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 as filed with the Securities and Exchange Commission on March 1, 2023February 26, 2024 for possible outcomes that could impact that determination.
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FINANCIAL CONDITION
 
Investments
Our investment portfolio is managed with the objective of maximizing after-tax returns on a risk-adjusted basis. The following table presents the carrying value of our investments as of: 
 
(dollars in thousands)(dollars in thousands)September 30, 2023% to totalDecember 31, 2022% to total(dollars in thousands)March 31, 2024% to totalDecember 31, 2023% to total
(Unaudited)  
Fixed maturities$915,237 85 %$894,661 84 %
(Unaudited)(Unaudited)  
Available-for-sale securitiesAvailable-for-sale securities$969,645 84 %$961,241 85 %
Equity securitiesEquity securities79,516 72,560 
Agent loans (1)
Agent loans (1)
68,192 69,476 
Other investments17,196 30,511 
Other investments (2)
Total investmentsTotal investments$1,080,141 100 %$1,067,208 100 %Total investments$1,152,045 100 100 %$1,136,307 100 100 %
(1)The current portion of agent loans is included in the line item "Prepaid expenses and other current assets" in the Statements of Financial Position.
(2)The current and long-term portions of other investments are included in the line items "Prepaid expenses and other current assets" and "Other assets, net", respectively in the Statements of Financial Position.


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

Fixed maturitiesAvailable-for-sale securities are carried at fair value with unrealized gains and losses, net of deferred taxes, included in shareholders’ equity.  Net unrealized losses on fixed maturities, net of deferred taxes, totaled $49.7$25.5 million at September 30, 2023,March 31, 2024, compared to $52.5$24.7 million at December 31, 2022.2023.

The following table presents a breakdown of the fair value of our fixed maturity portfolio by industry sector and rating as of:
(in thousands)(in thousands)
September 30, 2023 (1)
(in thousands)
March 31, 2024 (1)
AAAAAABBBNon- investment
grade
Fair
value
 (Unaudited)
AAAAAAAAABBBNon- investment
grade
Fair
value
(Unaudited) (Unaudited)
Basic materialsBasic materials$$$919 $4,277 $5,981 $11,177 
CommunicationsCommunications2,845 13,502 11,360 14,293 42,000 
ConsumerConsumer1,926 16,537 72,127 36,663 127,253 
DiversifiedDiversified186 186 
EnergyEnergy3,771 19,370 9,340 32,481 
FinancialFinancial1,998 94,085 117,595 12,586 226,264 
Government-municipal (2)
Government-municipal (2)
Government-municipal (2)
IndustrialIndustrial7,741 18,214 24,152 50,107 
Structured securities (2)
124,505 182,051 24,139 16,529 162 347,386 
Industrial
Industrial
Structured securities (3)
TechnologyTechnology1,858 2,946 20,765 12,780 38,349 
U.S. Treasury
UtilitiesUtilities3,118 33,175 3,741 40,034 
TotalTotal$126,363 $188,820 $166,758 $313,412 $119,884 $915,237 
(1)Ratings are supplied by S&P, Moody’s, and Fitch.Fitch with the exception of Government-municipal, which is unrated.  The table is based upon the lowest rating for each security.
(2)Includes held-to-maturity securities totaling $4.8 million, which are included in the line item "Other assets, net" in the Statement of Financial Position.
(3)Structured securities include residential and commercial mortgage-backed securities, collateralized debt obligations, and asset-backed securities.


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

The following table presents an analysis of the fair value of our equity securities by sector as of:
(in thousands)(in thousands)September 30, 2023December 31, 2022
(Unaudited)
(in thousands)
(in thousands)
(Unaudited)
(Unaudited)
(Unaudited)
Financial services
Financial services
Financial servicesFinancial services$65,071 $61,084 
UtilitiesUtilities7,291 5,708 
Utilities
Utilities
Energy
Energy
EnergyEnergy4,131 3,576 
ConsumerConsumer2,288 1,854 
Consumer
Consumer
Technology
Technology
TechnologyTechnology500 
IndustrialIndustrial177 
Industrial
Industrial
Communications
Communications
CommunicationsCommunications58 338 
TotalTotal$79,516 $72,560 
Total
Total


LIQUIDITY AND CAPITAL RESOURCES

We continue to monitor the sufficiency of our liquidity and capital resources given the potential impact of current economic conditions, including the uncertain inflationary pressures and rising interest rates. We maintain relationships and cash balances at diversified and well-capitalized financial institutions and have established processes to monitor them.rate environment. While we did not see a significant impact on our sources or uses of cash in the first nine monthsquarter of 2023,2024, future market disruptions could occur which may affect our liquidity position. If our normal operating and investing cash activities were to become insufficient to meet future funding requirements, we believe we have sufficient access to liquidity through our cash position, diverse liquid marketable securities, and our $100 million bank revolving line of credit that does not expire until October 2026. See broader discussions of potential risks to our operations in the Operating Overview contained within this report and Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 as filed with the Securities and Exchange Commission on March 1, 2023.February 26, 2024.

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

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

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

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Cash flow activities
The following table provides condensed cash flow information as follows for the ninethree months ended September 30:March 31:
(in thousands)(in thousands)20232022
(Unaudited)
(in thousands)
(in thousands)20242023
(Unaudited)(Unaudited)
Net cash provided by operating activitiesNet cash provided by operating activities$232,769 $238,108 
Net cash used in investing activitiesNet cash used in investing activities(105,730)(74,997)
Net cash used in financing activitiesNet cash used in financing activities(166,256)(249,149)
Net decrease in cash and cash equivalents$(39,217)$(86,038)
Net increase (decrease) in cash, cash equivalents, and restricted cash

 
Net cash provided by operating activities was $232.8$87.2 million in the first ninethree months of 2023,2024, compared to $238.1$48.0 million for the same period in 2022. Decreased2023. Increased cash provided by operating activities was primarily due to an increase in cash paid for agent commissions of $117.8 million due to higher scheduled commissions driven by premium growth, and increases in pension and employee benefits paid of $93.8 million and general operating expenses paid of $39.8 million driven by higher hardware and software costs and information technology-related professional fees. Pension contributions totaled $95.0 million in 2023 compared to $25.0 million in 2022. Partially offsetting this decrease in cash provided by operating activities was an increase in management fees received of $225.0$106.4 million driven by growth in direct and affiliated assumed premiums written by the Exchange and a decrease in agent bonusesincentive compensation paid of $18.7$26.5 million. This was partially offset by increases in cash paid for agent commissions of $53.2 million driven by premium growth and pension and employee benefits paid of $34.3 million primarily due to a $33.0 million pension contribution in 2024.

Net cash used in investing activities was $105.7$27.0 million in the first ninethree months of 2023,2024, compared to $75.0$12.3 million for the same period in 2022. Increased2023. In 2024 and 2023, net cash used in investing activities was primarily due to an increase indriven by fixed asset purchases of $21.2$22.4 million and an increase in purchases of equity securities of $13.2 million. The decrease in proceeds from sales$19.1 million, respectively, mostly related to software and maturities/calls of available-for-sale securities was mostly offset by a similar decrease in purchases of those securities.home office renovations.

Net cash used in financing activities was $166.3$59.4 million in the first ninethree months of 2023,2024, compared to $249.1$55.4 million for the same period in 2022. Decreased cash used in financing activities was primarily2023, due to activity during the first nine months of 2022, which included repayment of the remaining $93.2 million balancedividends paid to shareholders. We increased both our Class A and Class B shareholder regular quarterly dividends by 7.1% for 2024, compared to 2023. There are no regulatory restrictions on the term loan credit facility in May 2022.payment of dividends to our shareholders.

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

Outside of our normal operating and investing cash activities, future funding requirements could be met through: 1) unrestricted and unpledged cash and cash equivalents, which totaled approximately $87.5$128.0 million at September 30, 2023,March 31, 2024, 2) $100 million available bank revolving line of credit, and 3) liquidation of unpledged assets held in our investment portfolio, including preferred stockequity securities and investment grade bonds which totaled approximately $759.4$801.1 million at September 30, 2023.March 31, 2024.  Volatility in the financial markets could impair our ability to sell certain fixed income securities or cause such securities to sell at deep discounts.  Additionally, we have the ability to curtail or modify discretionary cash outlays such as those related to shareholder dividends and share repurchase activities.

As of September 30, 2023,March 31, 2024, we have access to a $100 million bank revolving line of credit with a $25 million lettercredit. See Part I, Item 1. "Financial Statements - Note 7, Bank Line of credit sublimit that expires on October 29, 2026. AsCredit, of September 30, 2023, a total of $99.1 million remains available under the facility dueNotes to $0.9 million outstanding letters of credit, which reduce the availabilityFinancial Statements" contained within this report for letters of credit to $24.1 million. We had no borrowings outstanding on our line of credit as of September 30, 2023. Investments with a fair value of $114.2 million were pledged as collateral on the line of credit at September 30, 2023. These investments have no trading restrictions and are reported as available-for-sale securities and cash and cash equivalents in the Statement of Financial Position.  The bank requires compliance with certain covenants, which include leverage ratios and debt restrictions.  We were in compliance with all covenants at September 30, 2023.additional information.


Off-Balance Sheet Arrangements
We have entered into certain contingent obligations for guarantees. See Part I, Item 1. "Financial Statements - Note 13, Commitments and Contingencies, of Notes to Financial Statements" contained within this report for additional information. We do not believe that these obligations will have a material current or future effect on our financial condition, results of operations, or cash flows.
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CRITICAL ACCOUNTING ESTIMATES
 
We make estimates and assumptions that have a significant effect on the amounts and disclosures reported in the financial statements.  The most significant estimates relate to investment valuation and retirement benefit plans for employees.  While management believes its estimates are appropriate, the ultimate amounts may differ from estimates provided.  Our most critical accounting estimates are described in Item 7. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" for the year ended December 31, 20222023 of our Annual Report on Form 10-K as filed with the Securities and Exchange Commission on March 1, 2023.February 26, 2024.  See Part I, Item 1. "Financial Statements - Note 5, Fair Value, of Notes to Financial Statements" contained within this report for additional information on our valuation of investments.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Our exposure to market risk is primarily related to fluctuations in interest rates and prices. Quantitative and qualitative disclosures about market risk resulting from changes in interest rates, prices, and other risk exposures for the year ended December 31, 20222023 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 March 1, 2023.February 26, 2024.

The current inflationary environment, rising interest rates, and a potential economic slowdown may create future volatility; however, there have been no material changes that impacted our portfolio or reshaped our periodic investment reviews of asset allocations during the ninethree months ended September 30, 2023.March 31, 2024. We continue to closely monitor the economic environment and financial markets and will take appropriate measures, when necessary, to minimize potential risk exposure to our cash and investment balances. For a recent discussion of conditions surrounding our investment portfolio, see the "Operating Overview", "Results of Operations", and "Financial Condition" discussions contained in Part I, Item 2. "Management’s Discussion and Analysis of Financial Condition and Results of Operations" contained within this report.


ITEM 4.    CONTROLS AND PROCEDURES
 
We carried out an evaluation, with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (pursuant to Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.
 
Our management evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer, any change in our internal control over financial reporting and determined there has been no change in our internal control over financial reporting during the ninethree months ended September 30, 2023March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

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

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

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

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

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

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

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

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

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

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

On October 20, 2023, Indemnity intends to vigorously defend against allfiled a Petition for Writ of Certiorari with the Supreme Court of the allegations and requestsUnited Stated. The Petition seeks a determination from the Court that the lower courts improperly denied federal jurisdiction. By order dated February 26, 2024, the United States Supreme Court denied Indemnity's Petition for relief in the complaint.Writ of Certiorari.

Separately, Indemnity filed a Complaint in Federal Court to invoke certain provisions of the “All Writs Act” and the “Anti-Injunction Act.” By filing this complaint, Indemnity seeks to protect the federal court’s prior binding, final judgments in favor
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of Indemnity and thereby foreclose further litigation of the claims and issues pertaining to the compensation practices that were the subject of the prior judgments.
38

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

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

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


ITEM 1A.    RISK FACTORS
 
There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 20222023 as filed with the Securities and Exchange Commission on March 1, 2023.February 26, 2024.


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

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

The following table provides information regarding our Class A nonvoting common stock share repurchases during the quarter ending September 30, 2023:March 31, 2024:

(dollars in thousands, except per share data)(dollars in thousands, except per share data)
PeriodPeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced programDollar value of shares that may yet be purchased under the program
Period
PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced programDollar value of shares that may yet be purchased under the program
July 1-31, 2023$— $17,754 
August 1-31, 2023 (1)
1,445220.79 17,754 
September 1-30, 2023— 17,754 
January 1-31, 2024
January 1-31, 2024
January 1-31, 2024
February 1-29, 2024
March 1-31, 2024 (1)
TotalTotal1,445220.79 

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

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ITEM 6.    EXHIBITS    
Exhibit  
Number Description of Exhibit
10.1+*
31.1+ 
   
31.2+ 
   
32++ 
   
101.INS+ Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
   
101.SCH+ Inline XBRL Taxonomy Extension Schema Document.
   
101.CAL+ Inline XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.DEF+ Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB+ Inline XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE+ Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104+ Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*    Indicates management compensatory plan, contract, or arrangement.
+     Filed herewith.
++    Furnished herewith.

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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
  Erie Indemnity Company 
  (Registrant) 
    
    
Date:October 26, 2023April 25, 2024By:/s/ Timothy G. NeCastro 
  Timothy G. NeCastro, President & CEO 
    
 By:/s/ Julie M. Pelkowski 
  Julie M. Pelkowski, Executive Vice President & CFO 
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