ERIE INDEMNITY CO

Overview

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

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

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

Consistent with its legal structure as a reciprocal insurer, the Exchange does not have any employees or officers. Therefore, it enters into contractual relationships by and through the subscribers' attorney-in-fact. Indemnity serves as the attorney-in-fact on behalf of the subscribers at the Exchange with respect to its administrative services as enumerated in the subscriber's agreement. The Exchange's insurance subsidiaries also utilize Indemnity for these services in accordance with the service agreements between each of the subsidiaries and Indemnity. Claims handling services include costs incurred in the claims process, including the adjustment, investigation, defense, recording and payment functions. Life insurance management services include costs incurred in the management and processing of life insurance business. Investment management services are related to investment trading activity, accounting and all other functions attributable to the investment of funds. In 2024, approximately 70% of the administrative services expenses were entirely attributable to the respective administrative functions (claims handling, life insurance management and investment management), while the remaining 30% 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 Consolidated 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 71% of the 2024 direct and affiliated assumed written premiums and commercial lines comprising the remaining 29%. The principal personal lines products are private passenger automobile and homeowners. The principal commercial lines products are commercial multi-peril, commercial automobile and workers compensation.

Information security incident

On June 7, 2025, we identified unusual network activity, which we determined to be the result of an information security incident. Upon learning of this activity, we activated our incident response protocols and took immediate action to respond to the situation to safeguard our systems and data, including collaboration with law enforcement and leading cybersecurity experts. After a thorough forensics investigation conducted by independent cybersecurity specialists, there was no evidence that any sensitive personal information, financial records or legally protected data was breached by the threat actor during this incident. We resumed full business operations as of July 7, 2025, with key services and systems safely and securely restored.

Between the outset of the incident and return to full business operations, we incurred certain disruptions to our business operations, primarily related to the ability to process premium activity for the Exchange, which impacts our management fee revenue. Additionally, we have incurred and will continue to incur certain expenses related to the information security incident, including expenses to respond to, remediate and investigate this matter. We have cybersecurity insurance that we expect will cover a portion of lost income due to business interruption and related expenses. The full impact has not yet been determined, but is not expected to be material to our consolidated financial condition, results of operations or cash flows.

Financial Overview

Operating income increased in both the third quarter and nine months ended September 30, 2025, compared to the same periods in 2024, as growth in operating revenue outpaced the growth in operating expenses. Management fee revenue for policy issuance and renewal services increased 7.3% to $825.3 million in the third quarter of 2025 and 9.5% to $2.4 billion for the nine months ended September 30, 2025. 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 2025 and 2024. The direct and affiliated assumed premiums written by the Exchange increased 7.6% to $3.4 billion in the third quarter of 2025 and 10.1% to $9.9 billion for the nine months ended September 30, 2025, compared to the same periods in 2024.

Cost of operations for policy issuance and renewal services increased 4.7% to $642.1 million in the third quarter of 2025 and 9.1% to $1.9 billion for the nine months ended September 30, 2025, compared to the same periods in 2024, primarily due to higher scheduled commissions driven by direct and affiliated assumed written premium growth and increased agent incentive compensation due to improved profitability. Cost of operations for policy issuance and renewal services in the third quarter of 2025 were partially offset by decreased personnel costs related to incentive compensation.

Management fee revenue for administrative services increased 9.8% to $18.8 million in the third quarter of 2025 and 7.1% to $54.8 million for the nine months ended September 30, 2025, compared to the same periods in 2024. The administrative services reimbursement revenue and corresponding cost of operations increased both total operating revenue and total operating expenses by $215.7 million in the third quarter of 2025 and $638.6 million for the nine months ended September 30, 2025, but had no net impact on operating income.

Total investment income increased $2.0 million in the third quarter of 2025 and $12.2 million for the nine months ended September 30, 2025, compared to the same periods in 2024. The results from both periods were primarily due to an increase in net investment income.

General Conditions and Trends Affecting Our Business

Economic conditions

Unfavorable changes in economic conditions, including declining consumer confidence, inflation, high unemployment and the threat of recession, among others, may lead the Exchange’s customers to modify coverage, not renew policies or even cancel policies, which could adversely affect the premium revenue of the Exchange, and consequently our management fee revenue. Elevated inflation, supply chain disruptions or changes in tariff policies could impact the Exchange's operations and our management fees. In particular, unanticipated increased inflation costs including medical cost inflation, building material cost inflation, auto repair and replacement cost inflation and social inflation may impact adequacy of estimated loss reserves and future premium rates of the Exchange. If any of these items impacted the financial condition or operations of the Exchange, it could have an impact on our financial results. For a discussion of the potential impacts to our operations or those of the Exchange, 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, 2024 and Part II. Item 1A. "Risk Factors" included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 as filed with the Securities and Exchange Commission on February 27, 2025 and August 7, 2025, respectively.

Financial market volatility

Our portfolio of available-for-sale and equity security investments is subject to market volatility, especially in periods of instability in the worldwide financial markets. Net investment income is impacted 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 consolidated financial condition, results of operations and cash flows. Various ongoing geopolitical events, the uncertain tariff, inflationary and interest rate 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.