Erie Indemnity (ERIE) 10-K risk factor changes: FY2023 vs FY2022

Operating risks – risks stemming from events or circumstances that directly or indirectly affect our operations, including our operations as attorney-in-fact for the [added: subscribers at the] Exchange

*If the management fee rate [removed: paid] [added: retained] by [removed: the Exchange] [added: Indemnity] is reduced or if there is a significant decrease in the amount of direct and affiliated assumed premiums written by the Exchange, revenues and profitability could be materially adversely affected.*

We are dependent upon management fees [removed: paid by the Exchange,] [added: we retain,] which represent our principal source of revenue.

[removed: Pursuant to] [added: In accordance with] the subscriber's agreement with the subscribers at the Exchange, we may retain up to 25% of all direct and affiliated assumed premiums written by the Exchange.

[added: Accordingly, any reduction in] direct and affiliated assumed premiums written by the Exchange and/or the management fee rate [removed: would] [added: could] have a negative effect on our revenues and net income.

The process of setting the management fee rate [removed: includes] [added: includes, but is not limited to,] the evaluation of current year operating results compared to both prior year and industry estimated results for both Indemnity and the Exchange, and consideration of several factors for both entities [removed: including:] [added: including, but not limited to:] their relative financial strength and capital position; projected revenue, expense and earnings for the subsequent year; future capital needs; as well as competitive position.

[removed: *Serving as] [added: *As] the attorney-in-fact [added: for subscribers] in the reciprocal insurance exchange structure [removed: results in] [added: with] the Exchange [removed: being] [added: as] our sole [removed: customer.][added: customer, we are dependent on the financial condition of the Exchange.]

[removed: The] [added: *Serving as the attorney-in-fact for subscribers in the reciprocal insurance exchange structure with the Exchange being our sole customer, the] growth of the Exchange [added: could] directly [removed: affects] [added: affect] our [removed: management fee] [added: operating] revenue, which is largely generated from management fees based on the direct and affiliated assumed premiums written by the Exchange.

If the Exchange's ability to grow or renew policies were adversely impacted, the premium revenue of the Exchange [removed: would] [added: could] be adversely [removed: affected] [added: affected,] which [removed: would] [added: could] reduce our management fee revenue.

[removed: If the Exchange's competitors offer property and casualty products with more coverage or offer lower rates,] [added: preferences,] and the Exchange is unable to implement product [added: or service] improvements quickly enough to keep pace, its ability to grow and renew its business may be adversely impacted.

In addition, due to the Exchange's premium concentration in the automobile and homeowners insurance markets, it may be more sensitive to trends that could affect auto and home insurance coverages and rates over time, for example changing vehicle [added: types or] usage, usage-based methods of determining premiums, ownership and driving patterns such as ride sharing or remote work, advancements in vehicle or home technology or safety features such as accident and loss prevention technologies, the development of autonomous vehicles, or residential occupancy patterns, among other factors.

[removed: Innovations] [added: Innovations, including the use of artificial intelligence and machine learning to support underwriting or other decisions,] by competitors or other market participants may increase the level of competition in the industry.

If agencies do not maintain their current levels of marketing efforts, bind the Exchange to unacceptable risks, [removed: or] place business with competing insurers, or if the Exchange is unsuccessful in attracting or retaining agencies in its distribution system or maintaining its relationships with those agencies, the Exchange's ability to grow and renew its business may be adversely impacted.

The Exchange maintains a brand recognized for customer [removed: service.][added: service, which is the result of Indemnity's management of the Exchange in accordance with the subscriber's agreement.]

Likewise, an inability to match or exceed the service provided by competitors, [removed: which is] [added: who are] increasingly relying on digital delivery and enhanced distribution technology, may impede the [removed: Exchange's] [added: Exchange’s] ability to maintain and/or grow its customer base.

If third-party service providers fail to perform as anticipated, the Exchange may experience operational difficulties, increased [removed: costs] [added: costs,] and reputational damage.

If an extreme catastrophic event were to occur in a heavily concentrated geographic area of subscribers/policyholders, an extraordinarily high number of claims could have the potential to strain claims processing and affect the Exchange's ability to [removed: satisfy] [added: service] its customers.

If the Exchange were to fail to maintain acceptable financial strength ratings, its competitive position in the insurance industry [removed: would] [added: could] be adversely affected.

If a rating downgrade led to customers not renewing or canceling policies, or impacted the Exchange's ability to attract new customers, the premium revenue of the Exchange [removed: would] [added: could] be adversely [removed: affected] [added: affected,] which [removed: would] [added: could] reduce our management fee revenue.

[removed: Limited partnerships are] significantly less liquid and generally involve higher degrees of price risk than publicly traded securities.

This regulatory oversight includes, by way of example, matters relating to licensing, examination, rate setting, market conduct, policy forms, limitations on the nature and amount of certain investments, claims practices, mandated participation in involuntary markets and guaranty funds, reserve adequacy, insurer solvency, restrictions on underwriting standards, accounting standards, transactions between affiliates, risk management, [added: cybersecurity] and [added: data privacy, and] ESG practices.

Changes in applicable insurance laws, tax statutes, [added: cyber, privacy, and other laws and] regulations, or changes in the way regulators administer those laws, tax statutes, or regulations could adversely impact the Exchange's business, cash flows, results of operations, financial condition, or operating environment and increase its exposure to loss or put it at a competitive disadvantage, which could result in reduced sales of its products and lower premium revenue.

Property and casualty insurers face a significant risk of litigation and [added: state and federal] regulatory [removed: investigations] [added: investigations, inquiries] and actions in the ordinary course of operating their [removed: businesses] [added: businesses,] including the risk of class action lawsuits.

The uncertainty of risks that emerge upon the occurrence of significant unexpected events, such as pandemics, or unexpected [added: economic or social] inflation caused by supply chain [removed: issues] [added: issues, societal trends,] or otherwise, may cause additional challenges in the process of estimating loss and loss adjustment expense reserves or premiums to accommodate future claims and expenses.

[added: These issues may] adversely affect the Exchange's business by either extending coverage beyond its underwriting intent or by increasing the number or size of claims.

[removed: Pursuant to] [added: In accordance with] the subscriber's agreement, we perform policy issuance and renewal services for the subscribers at the Exchange and we serve as the attorney-in-fact on behalf of the [added: subscribers at the] Exchange with respect to [removed: its] administrative services.

Commissions include scheduled commissions to agents based upon premiums written as well as [removed: additional commissions and bonuses to agents,] [added: incentive compensation,] which [removed: are] [added: is] earned by achieving certain targeted measures.

Changes to commission rates or [removed: bonus] [added: incentive] programs may result in increased future costs and lower profitability.

Our agent incentive [removed: bonuses include] [added: compensation includes] a profitability component.

If claims frequency and loss expenses were to decrease significantly as a result of an unexpected event, such as a pandemic, the profitability component of our agent incentive [removed: bonuses] [added: compensation] would improve, and our agent compensation costs would increase.

Regulatory developments, provider relationships, pandemics and demographic and economic factors that are beyond our control, such as inflation, are indicators that employee costs could [removed: increase] [added: increase,] which could reduce our profitability.

The defined benefit pension plan we offer to our employees is affected by variable factors such as the interest rate used to discount pension liabilities, asset [removed: performance] [added: performance,] and changes in retirement patterns, which are beyond our [removed: control] [added: control,] and any related future cost increases [removed: would] [added: could] reduce our profitability.

Technological development is necessary to facilitate ease of doing business for employees, [removed: agents] [added: agents,] and customers.

Our technological developments are focused on simplifying and improving the employee, [removed: agent] [added: agent,] and customer experiences, increasing efficiencies, redesigning [removed: products] [added: products,] and addressing other potentially disruptive changes in the insurance [removed: industry.][added: industry, including the use of artificial intelligence.]

Our business is highly dependent upon the effectiveness of our technology and information systems which support key functions of our core business [removed: operations] [added: operations,] including processing applications and premium payments, providing customer support, performing actuarial and financial analysis, and maintaining key data.

If we do not effectively and efficiently manage and upgrade our technology systems, [added: or attract and retain qualified information technology employees and contract personnel to support those systems,] our ability to serve our customers and implement our strategic initiatives could be adversely impacted.

Our interactions [removed: with] [added: with, and reliance upon,] third parties may [added: also] expose us to increased risk related to data security, service disruptions or effectiveness of our control [removed: system.][added: system, particularly as we increase our reliance on cloud-based computing and software-as-a-service from third parties to operate our business.]

In addition, we are subject to numerous federal and state [removed: data privacy and security] laws relating to the privacy and security of [removed: the] nonpublic personal information [added: and other sensitive information] of our customers, employees and others.

The number, [removed: complexity] [added: complexity,] and sophistication of cyber threats continue to increase over time.

Our operational resiliency is also dependent on third-party personnel, infrastructure and systems on which we [removed: rely.][added: rely, including cloud-based technologies and software-as-a-service applications.]

If the Exchange's competitors offer property and casualty products with more coverage, offer lower rates, or introduce innovative services in response to evolving customer

Similarly, the Exchange’s brand could be tarnished by reactions to business practices, adverse financial developments, perceptions of our corporate governance, how we address employee matters and concerns, environmental, social and governance (ESG) initiatives, or the conduct of our employees, officers and directors.

Failure to satisfy expectations in these areas may result in negative publicity or other adverse outcomes, which could be aggravated as the expectations of consumers, regulators and other stakeholders evolve and as social media and other forms of modern communication rapidly magnify reactions.

Limited partnerships are

Technology advancements, such as electric and autonomous vehicles, could impact frequency or severity of losses.

Even with appropriate governance and controls, the use of artificial intelligence may increase our exposure to cyber threats.

Similarly, if our third-party service providers experience a cyber incident, they may fail to report, or timely report, the incident to us.

Our activities are subject to extensive regulation under federal and state laws on matters as diverse as internal control over financial reporting and disclosure controls, securities regulation, data privacy and protection, cybersecurity, taxation, immigration, wage-and-hour standards and employment and labor relations.

These laws and regulations are complex and

evolving, and compliance with these laws requires significant resources.

In some cases, these laws and regulations may increase our costs, negatively impact revenues, or impose operational limitations on our business.

Further, there can be no assurance that we, our third-party service providers and our independent agents are in full compliance with all applicable laws and regulations at all times.

Efforts at compliance with all laws and regulations are further complicated by new and evolving regulations regarding cybersecurity, artificial intelligence and ESG matters.

Accordingly, any reduction in

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

Also, we, or the Exchange, may fail to meet environmental, social, and governance (ESG) expectations of our customers or other interested parties.

Failure to satisfy expectations in these areas may result in negative publicity or other adverse outcomes.

*As the attorney-in-fact in the reciprocal insurance exchange structure with the Exchange as our sole customer, we are dependent on the financial condition of the Exchange.

The Exchange is also subject to various regulatory inquiries, such as information requests, subpoenas, and books and record examinations from state and federal regulators and authorities.

These issues may

We may also experience increased technology costs as we re-design hybrid work models for our employees.

To date, we are not aware of any material cybersecurity breach with respect to our systems or data.

Additionally, we are not aware of any cybersecurity breach experienced by anyone with whom we have a third-party relationship that has had a material impact on our systems or data.

outages, natural disasters, pandemics, supply chain interruptions, network failures, and cyber attacks.

In July 2017, the United Kingdom’s Financial Conduct Authority ("FCA"), which regulates the London Interbank Offered Rate (“LIBOR”), announced that it intends to phase out LIBOR by the end of 2021.

After this date, the FCA would no longer require banks to make LIBOR submissions.

Following discussions with the FCA and other official sector bodies, the Intercontinental Exchange Benchmark Administration announced in March 2021 the publication of certain USD LIBOR settings will continue through June 30, 2023.

The Alternative Reference Rates Committee of the Federal Reserve Board (ARRC), a group of market participants convened to help ensure a successful transition away from LIBOR, has recommended the Secured Overnight Financing Rate (SOFR) as its preferred alternative reference rate and has proposed a transition plan and timeline designed to encourage the adoption of SOFR from LIBOR.

Volume in SOFR-linked products progressed strongly in 2022, and SOFR is now the predominant floating rate used in newly issued fixed income transactions.

However, most floating rate instruments outstanding still reference LIBOR and therefore will need to transition to an alternative rate.

We have identified our population of contracts that contain a LIBOR reference and have determined that our primary exposure is in fixed income securities within our investment portfolio.

At December 31, 2022, approximately 17% of our investment portfolio includes securities with LIBOR exposure where the stated final maturity date extends beyond June 30, 2023.

Many of our LIBOR indexed securities have fallback provisions that provide for an alternative reference rate when LIBOR ceases to exist.

For securities governed by U.S. law without adequate fallback provisions already in place, federal legislation was passed in 2022 to provide a safe harbor for transition to the recommended alternative reference rate.

We continually monitor the risks associated with the LIBOR transition which include identifying and monitoring our exposure to LIBOR, monitoring the market adoption of alternative reference rates and ensuring operational processes are updated to accommodate alternative rates.

Due to the inherent uncertainty in financial markets, we are currently unable to predict the overall impact of LIBOR transition on our net investment income, fair market value and return on investments that contain a LIBOR reference.

| [Cautionary Statement Regarding Forward-Looking [removed: Information](#i1ddaa7e40c4f45e49877f3fb1beccb8d_58)] [added: Information](#i5a8d80cfb8e04bc98a6bdb71571db58d_58)] | | | [removed: [17](#i1ddaa7e40c4f45e49877f3fb1beccb8d_58)] [added: [19](#i5a8d80cfb8e04bc98a6bdb71571db58d_58)] | | |

| [Recent Accounting [removed: Standards](#i1ddaa7e40c4f45e49877f3fb1beccb8d_64)] [added: Standards](#i5a8d80cfb8e04bc98a6bdb71571db58d_64)] | | | [removed: [18](#i1ddaa7e40c4f45e49877f3fb1beccb8d_64)] [added: [20](#i5a8d80cfb8e04bc98a6bdb71571db58d_64)] | | |

| [Operating [removed: Overview](#i1ddaa7e40c4f45e49877f3fb1beccb8d_67)] [added: Overview](#i5a8d80cfb8e04bc98a6bdb71571db58d_67)] | | | [removed: [19](#i1ddaa7e40c4f45e49877f3fb1beccb8d_67)] [added: [20](#i5a8d80cfb8e04bc98a6bdb71571db58d_67)] | | |

| [Critical Accounting [removed: Estimates](#i1ddaa7e40c4f45e49877f3fb1beccb8d_73)] [added: Estimates](#i5a8d80cfb8e04bc98a6bdb71571db58d_73)] | | | [removed: [22](#i1ddaa7e40c4f45e49877f3fb1beccb8d_73)] [added: [22](#i5a8d80cfb8e04bc98a6bdb71571db58d_73)] | | |

| [Results of [removed: Operations](#i1ddaa7e40c4f45e49877f3fb1beccb8d_76)] [added: Operations](#i5a8d80cfb8e04bc98a6bdb71571db58d_76)] | | | [removed: [25](#i1ddaa7e40c4f45e49877f3fb1beccb8d_79)] [added: [25](#i5a8d80cfb8e04bc98a6bdb71571db58d_79)] | | |

| [Financial [removed: Condition](#i1ddaa7e40c4f45e49877f3fb1beccb8d_88)] [added: Condition](#i5a8d80cfb8e04bc98a6bdb71571db58d_88)] | | | [removed: [31](#i1ddaa7e40c4f45e49877f3fb1beccb8d_88)] [added: [31](#i5a8d80cfb8e04bc98a6bdb71571db58d_88)] | | |

| [Shareholders' [removed: Equity](#i1ddaa7e40c4f45e49877f3fb1beccb8d_94)] [added: Equity](#i5a8d80cfb8e04bc98a6bdb71571db58d_94)] | | | [removed: [32](#i1ddaa7e40c4f45e49877f3fb1beccb8d_94)] [added: [32](#i5a8d80cfb8e04bc98a6bdb71571db58d_94)] | | |

| [Liquidity and Capital [removed: Resources](#i1ddaa7e40c4f45e49877f3fb1beccb8d_100)] [added: Resources](#i5a8d80cfb8e04bc98a6bdb71571db58d_100)] | | | [removed: [33](#i1ddaa7e40c4f45e49877f3fb1beccb8d_100)] [added: [33](#i5a8d80cfb8e04bc98a6bdb71571db58d_100)] | | |

| [Transactions/Agreements with Related [removed: Parties](#i1ddaa7e40c4f45e49877f3fb1beccb8d_103)] [added: Parties](#i5a8d80cfb8e04bc98a6bdb71571db58d_103)] | | | [removed: [36](#i1ddaa7e40c4f45e49877f3fb1beccb8d_103)] [added: [35](#i5a8d80cfb8e04bc98a6bdb71571db58d_103)] | | |

◦factors affecting insurance industry [removed: competition;][added: competition, including technological innovations;]

◦ability to maintain our [added: brand, including our] reputation for customer service;

◦emergence of significant unexpected events, including pandemics and [added: economic or social] inflation;

- costs of providing policy issuance and renewal services to the [added: subscribers at the] Exchange under the subscriber's agreement;

- [added: compliance with complex and evolving laws and regulations and] outcome of pending and potential litigation;

- [removed: our] ability to meet liquidity needs and access capital.

"Financial Statements and Supplementary Data - Note 2, Significant Accounting Policies, of Notes to Financial Statements" contained within this report for a discussion of recently [removed: adopted] [added: issued] accounting standards and the impact on our financial [removed: statements.][added: statements if known.]

We also act as attorney-in-fact on behalf of the [added: subscribers at the] Exchange, as well as the service provider for [removed: its] [added: the Exchange's] insurance subsidiaries, with respect to all administrative services.

Each applicant for insurance [added: (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.

[removed: Pursuant to] [added: In accordance with] the subscriber’s agreement for acting as attorney-in-fact in these two capacities, we [removed: earn] [added: retain] a management fee.

The process of setting the management fee rate [removed: includes] [added: includes, but is not limited to,] the evaluation of current year operating results compared to both prior year and industry estimated results for both Indemnity and the Exchange, and consideration of several factors for both entities [removed: including:] [added: including, but not limited to:] their relative financial strength and capital position; projected revenue, expense and earnings for the subsequent year; future capital needs; as well as competitive position.

The management fee rate was set at 25% for [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020.][added: 2021.]

[removed: Our] [added: Based on analysis of the foregoing factors, our] Board of Directors set the [removed: 2023] [added: 2024] management fee rate again at [removed: 25%, its maximum level.][added: 25%.]

Our earnings are primarily driven by the management fee revenue generated for the services we provide [removed: to] [added: on behalf of] the [added: subscribers at the] Exchange.

The policy issuance and renewal services we provide [removed: to the Exchange] are related to the sales, underwriting and issuance of policies.

Agent compensation includes scheduled commissions to agents based upon premiums written as well as [removed: additional commissions and bonuses to agents,] [added: incentive compensation,] which [removed: are] [added: is] earned by achieving targeted measures.

Agent compensation comprised approximately [removed: 66%] [added: 67%] of our [removed: 2022] [added: 2023] policy issuance and renewal expenses.

The underwriting services we provide include underwriting and policy processing and comprised approximately [removed: 10%] [added: 9%] of our [removed: 2022] [added: 2023] policy issuance and renewal expenses.

We also provide information technology services that support all the functions listed above that comprised approximately 11% of our [removed: 2022] [added: 2023] policy issuance and renewal expenses.

[removed: By virtue of] [added: 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 [removed: an] [added: the subscribers'] attorney-in-fact.

Indemnity serves as the attorney-in-fact on behalf of the [added: subscribers at the] Exchange with respect to its administrative services [added: as enumerated] in [removed: accordance with] the subscriber's agreement.

[removed: Investment management services are related to] investment trading activity, accounting and all other functions attributable to the investment of funds.

In [removed: 2022,] [added: 2023,] approximately 71% of the administrative services expenses [removed: are] [added: were] entirely attributable to the respective administrative functions (claims handling, life insurance management and investment management), while the remaining 29% of these expenses [removed: are] [added: were] allocations of costs for departments that support these administrative functions.

The Exchange generates revenue by insuring preferred and standard risks, with personal lines comprising [removed: 69%] [added: 70%] of the [removed: 2022] [added: 2023] direct and affiliated assumed written premiums and commercial lines comprising the remaining [removed: 31%.][added: 30%.]

[added: We actively evaluate the fixed maturity portfolios for securities in an] unrealized loss position and record impairment write-downs on investments in instances where we have the intent to sell or it's more likely than not that we would be required to sell the security.

Impairments resulting from a credit loss are recognized in earnings with a corresponding allowance on the [removed: balance sheet.][added: Statement of Financial Position.]

[removed: Response to] [added: Various ongoing geopolitical events,] the [removed: COVID-19 pandemic] [added: uncertain inflationary] and [removed: various recent geopolitical events] [added: interest rate environments, and a potential economic slowdown could] have [removed: also had] a significant impact on the global financial [removed: markets, including rising interest rates, which could impact] [added: markets with the potential for] future losses [removed: and] [added: and/or] impairments [removed: to the] [added: on our] investment portfolio.

[added: See Part I,] Item 1A.

| *(dollars in thousands, except per share data)* | | | | | | [removed: 2022] [added: 2023] | | | | | | % Change | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | % Change | | | | | | | | | [removed: 2020] [added: 2021] | | |

| Operating income | | | | | | $ | [removed: 376,214] [added: 520,256] | | | | | [removed: 18.3] [added: 38.3] | | | % | | | | | | $ | [removed: 318,097] [added: 376,214] | | | | | [removed: (5.9)] [added: 18.3] | | | % | | | | | | $ | [removed: 338,157] [added: 318,097] | |

| [Investments](#i5a8d80cfb8e04bc98a6bdb71571db58d_91) | | | [31](#i5a8d80cfb8e04bc98a6bdb71571db58d_91) | | |

Investment management services are related to

Increases in the cost of operations for policy issuance and renewal services in both periods were partially offset by decreased agent incentive compensation driven by higher claims severity and related loss costs experienced by the Exchange.

Management fee revenue for administrative services increased 9.2% to $63.7 million in 2023 compared to an increase of 0.1% in 2022.

Total investment income decreased $66.7 million in 2022

Inflation remained elevated from historical levels during 2023.

Continued elevated inflation or supply chain disruptions could impact the Exchange's operations and our management fees.

the fair value as a result of including a particular input and market conditions.

Our fixed maturity portfolio experienced unrealized losses in 2023 and 2022 as a result of the higher interest rate environment compared to prior years.

"Financial Statements and Supplementary Data - Note 9, Postretirement Benefits, of Notes to Financial Statements" contained within this report for additional details on these reimbursements.

If actuarial net gains or losses exceed 5% of the greater of the projected benefit obligation and the market-

We continue to project net pension benefit income in 2024 as opposed to expense.

While our discount rate assumptions decreased for 2024, the estimated increase in net pension benefit income to $4.3 million in 2024 is primarily due to an anticipated one-time SERP settlement credit of $1.0 million.

| Direct and affiliated assumed premiums written by the Exchange | | | | | | $ | 10,056,484 | | | | | 17.0 | | | % | | | | | | $ | 8,595,960 | | | | | 9.2 | | | % | | | | | | $ | 7,868,311 | |

Such pricing actions, and those of the Exchange's

competitors, could affect the ability of the Exchange's agents to retain and attract new business.

| *(dollars in thousands)* | | | | | | 2023 | | | | | | % Change | | | | | | | | | 2022 | | | | | | % Change | | | | | | | | | 2021 | | |

| Management fee revenue - policy issuance and renewal services | | | | | | $ | 2,442,073 | | | | | 17.0 | | | % | | | | | | $ | 2,087,846 | | | | | 9.1 | | | % | | | | | | $ | 1,913,166 | |

The increase in service agreement revenue in 2023 and 2022 is primarily due to an increase in shared office space revenue.

| *(dollars in thousands)* | | | | | | 2023 | | | | | | % Change | | | | | | | | | 2022 | | | | | | % Change | | | | | | | | | 2021 | | |

*Commissions* – Commissions increased $169.0 million in 2023 compared to 2022, primarily driven by the growth in direct and affiliated assumed written premium, partially offset by a decrease in agent incentive compensation.

The profitability component of agent incentive compensation decreased due to higher claims severity and related loss costs in the three-year period ended 2023 compared to the three-year period ended 2022.

incentive compensation.

Personnel costs in 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 were driven by improved direct written premium and policies in force growth and Indemnity's higher stock price at year-end 2023 compared to 2022.

| *(dollars in thousands)* | | | | | | 2023 | | | | | | % Change | | | | | | | | | 2022 | | | | | | % Change | | | | | | | | | 2021 | | |

| Administrative services reimbursement revenue | | | | | | 737,139 | | | | | | 10.3 | | | | | | | | | 668,268 | | | | | | 4.7 | | | | | | | | | 638,483 | | |

Consistent with its legal structure as a reciprocal insurer, the Exchange does not have any employees or officers.

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.

| *(dollars in thousands)* | | | | | | 2023 | | | | | | % Change | | | | | | | | | 2022 | | | | | | % Change | | | | | | | | | 2021 | | |

Net investment income increased $16.0 million in 2023, compared to 2022, primarily due to an increase in bond and cash and cash equivalent income as a result of higher yields and increased rates.

Net impairment losses of $9.8 million in 2023 include $7.3 million of current expected credit losses recognized on loans receivable related to real estate development projects supporting the revitalization efforts in our community.

See "Other assets" in Item 8.

"Financial Statements and Supplementary Data - Note 2, Significant Accounting Policies, of Notes to Financial Statements" for additional information.

*(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.*

| Basic materials | | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 954 | | | | | $ | 4,345 | | | | | $ | 5,814 | | | | | $ | 11,113 | |

| Communications | | | | | | 0 | | | | | | 2,905 | | | | | | 13,845 | | | | | | 11,474 | | | | | | 15,466 | | | | | | 43,690 | | |

| Consumer | | | | | | 0 | | | | | | 1,989 | | | | | | 21,874 | | | | | | 66,538 | | | | | | 37,449 | | | | | | 127,850 | | |

| Diversified | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 204 | | | | | | 204 | | |

| Energy | | | | | | 0 | | | | | | 0 | | | | | | 3,860 | | | | | | 21,854 | | | | | | 9,239 | | | | | | 34,953 | | |

| [Investments](#i1ddaa7e40c4f45e49877f3fb1beccb8d_91) | | | [31](#i1ddaa7e40c4f45e49877f3fb1beccb8d_91) | | |

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

We actively evaluate the portfolios for securities in an

Risks and Uncertainties

Uncertainty resulting from current events, including but not limited to, post-pandemic conditions, supply chain disruptions and certain geopolitical concerns, have influenced various economic factors, including an elevated inflationary environment and rising interest rates over the past year.

As these events continue to evolve, the ultimate impact and duration remain uncertain.

The following sections provide a summary of the more relevant financial impacts, risk monitoring activities, and operational considerations for Indemnity and the Exchange.

The impact that the COVID-19 pandemic and post-pandemic inflation has on the premiums written by the Exchange, our sole customer, affects our management fee revenue.

While reduced driving conditions resulting from the COVID-19 pandemic prompted the Exchange to implement personal and commercial auto rate reductions in 2020, higher severity from continued supply chain disruptions and inflation impacted rate decisions in 2021, resulting in increased average premiums per policy in 2022.

There may also be other market and/or regulatory pressures that could impact the Exchange’s operations.

We have provided additional disclosure of these impacted areas throughout our Management’s Discussion and Analysis that follows.

A broader discussion of the potential future impacts has also been disclosed in Financial Condition and Liquidity and Capital Resources contained within this report, as well as Part I.

"Risk Factors" contained within this report.

While we were not required to close our physical locations under the state mandated closure of nonessential services during the pandemic, out of concern for the health and safety of our employees, over 90% of our workforce had been working remotely from March 2020 through April 2022.

We did not experience significant interruptions to our core business processes or systems and did not have significant changes to our financial close reporting processes or related internal controls as a result of remote work.

We implemented a phased return of our workforce beginning in April 2022 and transitioned to a predominately hybrid format.

Consistent with our process from the beginning of the pandemic, we prioritize the health and safety of our employees and will adjust as appropriate.

Management fee revenue for administrative services remained consistent at $58.3 million in 2022 compared to a decrease of 2.0% in 2021.

The changes in net investment income in both periods were driven by results in our limited partnership portfolio.

The extent to which economic conditions could impact the Exchange’s operations and our management fee was exacerbated with the COVID-19 pandemic and the post-pandemic economic environment.

results of operations, and cash flows.

Post-pandemic conditions and various recent geopolitical events have had a significant impact on the global financial markets.

The value of our invested assets could be adversely impacted and there is potential for future losses and/or impairments on our investment portfolio resulting from continued supply chain disruptions, further inflationary pressures and rising interest rates.

During 2022, as a result of rising interest rates, unrealized losses in our fixed maturity portfolio increased significantly.

Once factored into the market-related

Our current and prior year transaction price allocation reviews resulted in minor changes in the allocation percentages between the two performance obligations in all periods, which did not have a material impact on our financial statements.

| Management fee rate | | | | | | 0.7 | | % | | | | | | | | | | | | | 0.7 | | % | | | | | | | | | | | | | 0.8 | | % |

In response to reduced driving conditions in 2020 resulting from the COVID-19 pandemic, the Exchange implemented $200 million in personal and commercial auto rate reductions on policies written between July 1, 2020 and June 30, 2021.

These rate reductions resulted in a decrease to Exchange’s written premium of approximately $110 million and $90 million for 2021 and 2020, respectively.

Inflation-driven severity increases in 2021 and 2022, combined with increasing claim frequency, impacted 2022 underwriting results, and may impact future rate decisions.

on the market competitiveness of the Exchange's insurance products.

Future premiums could also be impacted by changes resulting from the continued inflationary trends and potential regulatory changes resulting from the COVID-19 pandemic, among others.

The extent of the impact to the Exchange's premiums and our management fee cannot be estimated with a high degree of certainty at this time given the ongoing developments related to supply chain disruptions and current inflationary trends.

The allocation of management fee for these services was 24.3% and 24.2% in 2021 and 2020, respectively.

Commissions increased $57.2 million in 2021 compared to 2020 resulting from higher direct and affiliated assumed written premium, primarily in lines of business that pay a higher commission rate.

To a lesser extent, there was also an increase in agent incentive compensation in 2021 compared to 2020 related to profitable growth.

Personnel costs in all categories were impacted by higher medical costs compared to the prior year as the COVID-19 pandemic reduced elective procedures in 2020.

The allocation of management fee for these services was 0.7% and 0.8% in 2021 and 2020, respectively.

In January 2023, the general partner of one of our private equity limited partnerships informed us of a significant decrease in the fair value of one of their underlying investments.

The unrealized loss is estimated to be $11 million and will be recorded in net investment income (loss) in our first quarter 2023 financial statements consistent with our policy of recording limited partnership results on a quarter lag.

The following is a discussion of our primary risk exposures, including interest rate risk, investment credit risk, concentration risk, liquidity risk, and equity price risk, and how those exposures are currently managed as of December 31, [removed: 2022.][added: 2023.]

We invest primarily in fixed maturity investments, which comprised [removed: 84%] [added: 85%] of our invested assets at December 31, [removed: 2022.][added: 2023.]

Duration is analyzed [added: at least] quarterly to ensure that it remains in the targeted range.

| Fair value of fixed maturity portfolio | | | | | | $ | [removed: 894,661] [added: 961,241] | | | | | $ | [removed: 946,085] [added: 894,661] | |

| Fair value assuming 100-basis point rise in interest rates | | | | | | $ | [removed: 868,919] [added: 935,444] | | | | | $ | [removed: 921,642] [added: 868,919] | |

| Effective duration (as a percentage) | | | | | | [removed: 2.9] [added: 2.7] | | | | | | [removed: 2.6] [added: 2.9] | | |

While the fixed maturity portfolio is sensitive to interest rates, the future principal cash flows that will be received by contractual maturity date are presented below at December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| Fixed maturities: | | | | | | December 31, [removed: 2021] [added: 2023] | | | | | | | | |

| | | | | | | [added: | | | | | | | | | | | | | | |] At December 31, 2022 | | | | | | | | | | | | | | |

| AAA, AA, A | | | | | | [added: | | | | | | | | | | | | | | |] $ | 518,088 | | | | | $ | 479,413 | | | | | 54 | | % |

| BBB | | | | | | [added: | | | | | | | | | | | | | | |] 318,801 | | | | | | 300,900 | | | | | | 33 | | |

| Total investment grade | | | | | | [added: | | | | | | | | | | | | | | |] 836,889 | | | | | | 780,313 | | | | | | 87 | | |

| BB | | | | | | [added: | | | | | | | | | | | | | | |] 45,784 | | | | | | 41,978 | | | | | | 5 | | |

| B | | | | | | [added: | | | | | | | | | | | | | | |] 66,574 | | | | | | 62,530 | | | | | | 7 | | |

| CCC, CC, C, and below | | | | | | [added: | | | | | | | | | | | | | | |] 11,888 | | | | | | 9,840 | | | | | | 1 | | |

| Total non-investment grade | | | | | | [added: | | | | | | | | | | | | | | |] 124,246 | | | | | | 114,348 | | | | | | 13 | | |

| Total | | | | | | [added: | | | | | | | | | | | | | | |] $ | 961,135 | | | | | $ | 894,661 | | | | | 100 | | % |

| CCC, CC, C, and below | | | | | | [removed: | | | | | | | | | | | | | | | 14,642] [added: 13,247] | | | | | | [removed: 14,370] [added: 12,283] | | | | | | [removed: 2] [added: 1] | | |

| | | | | | | 2023 | | | | | | 2022 | | |

| 2024 | | | | | | $ | 81,072 | | | | | | | |

| 2025 | | | | | | 96,519 | | | | | | | | |

| 2026 | | | | | | 79,385 | | | | | | | | |

| 2027 | | | | | | 116,418 | | | | | | | | |

| 2028 | | | | | | 137,065 | | | | | | | | |

| Thereafter | | | | | | 481,895 | | | | | | | | |

| Total | | | | | | $ | 992,354 | | | | | | | |

| Fair value | | | | | | $ | 961,241 | | | | | | | |

| | | | | | | At December 31, 2023 | | | | | | | | | | | | | | |

| AAA, AA, A | | | | | | $ | 537,751 | | | | | $ | 515,175 | | | | | 54 | | % |

| BBB | | | | | | 324,538 | | | | | | 318,362 | | | | | | 33 | | |

| Total investment grade | | | | | | 862,289 | | | | | | 833,537 | | | | | | 87 | | |

| BB | | | | | | 51,564 | | | | | | 50,170 | | | | | | 5 | | |

| B | | | | | | 65,453 | | | | | | 65,251 | | | | | | 7 | | |

| Total non-investment grade | | | | | | 130,264 | | | | | | 127,704 | | | | | | 13 | | |

| Total | | | | | | $ | 992,553 | | | | | $ | 961,241 | | | | | 100 | | % |

The significant volatility in the financial markets and uncertainty resulting from current events and post-pandemic conditions, resulting in continued supply chain disruptions and certain geopolitical events, have influenced various economic factors, including an elevated inflationary environment and rising interest rates.

As these events continue to evolve, the ultimate impact and duration remain uncertain.

We could experience future losses and/or impairments to the portfolio given the above impacts on market conditions.

| | | | | | | 2022 | | | | | | 2021 | | |

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

| 2022 | | | | | | $ | 38,122 | | | | | | | |

| 2023 | | | | | | 89,184 | | | | | | | | |

| 2024 | | | | | | 131,577 | | | | | | | | |

| 2025 | | | | | | 108,165 | | | | | | | | |

| 2026 | | | | | | 71,375 | | | | | | | | |

| Thereafter | | | | | | 472,350 | | | | | | | | |

| Total | | | | | | $ | 910,773 | | | | | | | |

| Fair value | | | | | | $ | 946,085 | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | At December 31, 2021 | | | | | | | | | | | | | | |

| AAA, AA, A | | | | | | | | | | | | | | | | | | | | | $ | 506,271 | | | | | $ | 508,610 | | | | | 54 | | % |

| BBB | | | | | | | | | | | | | | | | | | | | | 295,681 | | | | | | 299,270 | | | | | | 31 | | |

| Total investment grade | | | | | | | | | | | | | | | | | | | | | 801,952 | | | | | | 807,880 | | | | | | 85 | | |

| BB | | | | | | | | | | | | | | | | | | | | | 45,541 | | | | | | 46,922 | | | | | | 5 | | |

| B | | | | | | | | | | | | | | | | | | | | | 76,144 | | | | | | 76,913 | | | | | | 8 | | |

| Total non-investment grade | | | | | | | | | | | | | | | | | | | | | 136,327 | | | | | | 138,205 | | | | | | 15 | | |

| Total | | | | | | | | | | | | | | | | | | | | | $ | 938,279 | | | | | $ | 946,085 | | | | | 100 | | % |

We also act as attorney-in-fact on behalf of the [added: 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 [removed: its] [added: the Exchange's] insurance subsidiaries, collectively referred to as "administrative services".

Acting as attorney-in-fact in these two capacities is done in accordance with a subscriber's agreement (a limited power of attorney) executed individually by each subscriber (policyholder), which appoints [removed: us] [added: Indemnity] as [removed: their common] [added: each subscriber's] attorney-in-fact to transact certain business on their behalf.

[removed: Pursuant to] [added: In accordance with] the subscriber’s agreement for acting as attorney-in-fact in these two capacities, we [removed: earn] [added: retain] a management fee calculated as a percentage, not to exceed 25%, of the direct and affiliated assumed premiums written by the Exchange.

The process of setting the management fee rate [removed: includes] [added: includes, but is not limited to,] the evaluation of current year operating results compared to both prior year and industry estimated results for both Indemnity and the Exchange, and consideration of several factors for both entities [removed: including:] [added: including, but not limited to:] their relative financial strength and capital position; projected revenue, expense and earnings for the subsequent year; future capital needs; as well as competitive position.

The policy issuance and renewal services we provide [removed: to] [added: on behalf of] the [added: subscribers at the] Exchange are related to the sales, underwriting and issuance of policies.

Agent compensation includes scheduled commissions to agents based upon premiums written as well as [removed: additional commissions and bonuses to agents,] [added: incentive compensation,] which [removed: are] [added: is] earned by achieving targeted measures.

Agent compensation comprised approximately [removed: 66%] [added: 67%] of our [removed: 2022] [added: 2023] policy issuance and renewal expenses.

The underwriting services we provide include underwriting and policy processing and comprised approximately [removed: 10%] [added: 9%] of our [removed: 2022] [added: 2023] policy issuance and renewal expenses.

We also provide information technology services that support all the functions listed above that comprised approximately 11% of our [removed: 2022] [added: 2023] policy issuance and renewal expenses.

[removed: By virtue of] [added: 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 [removed: an] [added: the subscribers'] attorney-in-fact.

Indemnity serves as the attorney-in-fact on behalf of the [added: subscribers at the] Exchange with respect to its administrative services [added: as enumerated] in [removed: accordance with] the subscriber's agreement.

The Exchange generates revenue by insuring preferred and standard risks, with personal lines comprising [removed: 69%] [added: 70%] of the [removed: 2022] [added: 2023] direct and affiliated assumed written premiums and commercial lines comprising the remaining [removed: 31%.][added: 30%.]

[removed: The principal personal] lines products are private passenger automobile and homeowners.

The principal commercial lines products are commercial [added: multi-peril, commercial automobile and workers compensation.]

Historically, due to policy renewal and sales patterns, the Exchange's direct and affiliated assumed written premiums [removed: are] [added: tend to be] greater in the second and third quarters than in the first and fourth quarters of the calendar year.

A decline in the business of the Exchange almost certainly [removed: would] [added: could] have as a consequence a decline in the total premiums paid and a correspondingly adverse effect on the amount of the management fees we receive.

We also have an exposure to a concentration of credit risk related to the unsecured receivables due from the Exchange for [removed: its] [added: net] management fee and [removed: cost] [added: other] reimbursements.

We also act as attorney-in-fact on behalf of the [added: subscribers at the] Exchange, as well as the service provider for [removed: its] [added: the Exchange's] insurance subsidiaries, with respect to all administrative services.

[removed: The Exchange] [added: Indemnity, as part of its role managing and conducting the business and affairs of the Exchange,] also carefully selects the independent agencies that represent [removed: it and] [added: the Exchange, which] seeks to be the lead insurer with its agents in order to enhance the agency relationship and the likelihood of receiving the most desirable underwriting opportunities from its agents.

The goal is to produce acceptable returns, on a long-term basis, through careful risk selection, [removed: rational] [added: appropriate] pricing and superior investment returns.

Our [removed: department of Diversity & Community Development is] [added: DEI efforts are] led by [removed: the] [added: a] Chief Diversity Officer who reports directly to the Chief Executive Officer, affirming our commitment to DEI from executive leadership.

[removed: Our DEI] [added: These] efforts are further supported by a dedicated team of professionals including a Vice President of Diversity, Equity, and Inclusion.

Affinity networks are employee-driven groups that focus on particular dimensions of diversity and are designed to foster greater awareness and a culture of [removed: inclusion across our company.][added: inclusion.]

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Full-time (1) | | | | | | [removed: 5,970] [added: 6,481] | | | | | | [removed: 5,805] [added: 5,970] | | | | | | [removed: 5,849] [added: 5,805] | | |

| Part-time | | | | | | [removed: 23] [added: 24] | | | | | | [removed: 30] [added: 23] | | | | | | [removed: 31] [added: 30] | | |

| Temporary (2) | | | | | | [removed: 45] [added: 51] | | | | | | [removed: 41] [added: 45] | | | | | | [removed: 34] [added: 41] | | |

| Turnover (3) | | | | | | [removed: 11.2] [added: 9.0] | | % | | | | [removed: 8.0] [added: 11.2] | | % | | | | [removed: 5.3] [added: 8.0] | | % |

| Average tenure (4) | | | | | | [removed: 11.7] [added: 10.4] | | | | | | [removed: 12.6] [added: 11.7] | | | | | | [removed: 12.5] [added: 12.6] | | |

*(1) Includes 50% of employees who provide claims and life insurance management services exclusively for the Exchange and its [removed: subsidiaries.][added: subsidiaries for all periods presented.]

*(3) [removed: The percentage of employees who left voluntarily or involuntarily, including retirements;] [added: Turnover is] calculated using the number of employees who exited, divided by the average headcount of the [removed: period.*][added: period and represents the percentage of employees who left voluntarily or involuntarily, including retirements.*]

*(4) [removed: The average number of years employees have been employed with the organization;] [added: Average tenure is] calculated using the total number of years of employment, divided by average headcount of full-time and part-time employees for the [removed: period.*][added: period and represents the average number of years employees have been employed with the organization.*]

The largest portion of our turnover continues to be voluntary turnover, excluding retirements, [removed: which increased to 6.9% in 2022 from 4.8% in 2021] and [removed: 2.4% in 2020, but continues to remain] [added: remains] lower [added: than industry benchmark data.]

The principal personal

In 2023, we were Certified™ by Great Place To Work® for our positive employee experience.

We encourage a work/life balance for all employees and recognize the need for employee flexibility by offering an allowance of remote work days to use throughout the year.

Our employees also share in our values to give back and make a positive difference in their communities.

We offer a volunteer program that provides employees with an allotment of paid hours annually to volunteer with eligible nonprofit organizations.

We also offer a matching gifts program for donations to eligible nonprofit organizations.

We recognize the importance of diverse backgrounds and experiences.

Our recruiting strategy includes access to multiple talent channels.

We work to expand our pool of potential talent to include an array of skills, backgrounds, and experiences.

We also offer a Future Focus internship program that provides opportunities for college students to gain relevant and real-world business experience in the insurance industry as well as an apprentice program to create a bridge for talent from high schools and community colleges into our workforce.

We are also intentional about leveraging talent from the neuro diverse population, engaging individuals to support various enterprise initiatives.

In support of our recruiting strategy, members of these networks engage with various colleges and universities throughout the country, including Historically Black Colleges and Universities.

| Voluntary | | | | | | 4.8 | | % | | | | 6.9 | | % | | | | 4.8 | | % |

| Retirements | | | | | | 2.8 | | % | | | | 3.6 | | % | | | | 2.2 | | % |

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

multi-peril, commercial automobile and workers compensation.

A 2022 employee survey, administered by Willis Towers Watson, indicated that our employees place a value of 84 out of 100 on their total rewards package, approximately 12 points above the industry benchmark.

We encourage a work/life balance for all employees.

During 2022, we began returning employees to the office and addressed the need to meet business requirements while recognizing the need for employee flexibility by offering a variety of hybrid working arrangements.

Our strength is in our people and the more diverse our backgrounds and experiences, the stronger we are.

The volatile talent market experienced during the pandemic continued to be a challenge in 2022.

Our turnover rate increased to 11.2% in 2022 from 8.0% in 2021 and 5.3% in 2020.

than industry benchmark data.

Employee retirements also contributed to the increased turnover rate as they increased to 3.6% in 2022 from 2.2% in 2021 and 2.0% in 2020.

The complaint seeks relief for alleged breaches of fiduciary duty by Indemnity in connection with the setting of the management fee it receives, [removed: pursuant to] [added: in accordance with] the terms of the Subscribers Agreement executed between Indemnity and all policyholders of the Exchange, as compensation for acting as the attorney-in-fact in the management of the Exchange.

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

On April 20, 2023, argument was held before a three-judge panel of the Third Circuit.

By Opinion dated May 22, 2023, the Court affirmed the decision of the District Court finding that there was no basis for federal court jurisdiction and that the matter had been properly remanded to state court.

On June 5, 2023, Indemnity filed a Petition for Panel Rehearing or Rehearing En Banc.

By Order dated June 22, 2023, the Court denied the Petition.

The United States District Court thereafter extended its stay of the issuance of the remand order through the conclusion of any proceedings in the United States Supreme Court challenging the decision of the United States Court of Appeals for the Third Circuit that no federal jurisdiction exists in this case.

On October 20, 2023, Indemnity filed a Petition for Writ of Certiorari with the Supreme Court of the United States.

The Petition seeks a determination from the Court that the lower courts improperly denied federal jurisdiction.

The Petition is currently pending before the Court.

The appeal will now be heard before the Third Circuit.

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

For the fiscal year ended December 31, [removed: 2022][added: 2023]

Aggregate market value of voting and non-voting common stock held by non-affiliates as of the last business day of the registrant's most recently completed second fiscal quarter: [removed: $4.9] [added: $5.3] billion of Class A non-voting common stock as of June 30, [removed: 2022.][added: 2023.]

46,189,068 shares of Class A common stock and 2,542 shares of Class B common stock outstanding on February [removed: 17, 2023.][added: 20, 2024.]

Portions of Part III of this Form 10-K (Items 10, 11, 12, 13, and 14) are incorporated by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2022.][added: 2023.]

| [removed: [I](#i1ddaa7e40c4f45e49877f3fb1beccb8d_10)] [added: [I](#i5a8d80cfb8e04bc98a6bdb71571db58d_10)] | | | [Item [removed: 1.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_13)] [added: 1.](#i5a8d80cfb8e04bc98a6bdb71571db58d_13)] | | | [removed: [Business](#i1ddaa7e40c4f45e49877f3fb1beccb8d_13)] [added: [Business](#i5a8d80cfb8e04bc98a6bdb71571db58d_13)] | | | [removed: [3](#i1ddaa7e40c4f45e49877f3fb1beccb8d_13)] [added: [3](#i5a8d80cfb8e04bc98a6bdb71571db58d_13)] | | |

| | | | [Item [removed: 1A.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_16)] [added: 1A.](#i5a8d80cfb8e04bc98a6bdb71571db58d_16)] | | | [Risk [removed: Factors](#i1ddaa7e40c4f45e49877f3fb1beccb8d_16)] [added: Factors](#i5a8d80cfb8e04bc98a6bdb71571db58d_16)] | | | [removed: [6](#i1ddaa7e40c4f45e49877f3fb1beccb8d_16)] [added: [7](#i5a8d80cfb8e04bc98a6bdb71571db58d_16)] | | |

| | | | [Item [removed: 1B.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_19)] [added: 1B.](#i5a8d80cfb8e04bc98a6bdb71571db58d_19)] | | | [Unresolved Staff [removed: Comments](#i1ddaa7e40c4f45e49877f3fb1beccb8d_19)] [added: Comments](#i5a8d80cfb8e04bc98a6bdb71571db58d_19)] | | | [removed: [12](#i1ddaa7e40c4f45e49877f3fb1beccb8d_19)] [added: [13](#i5a8d80cfb8e04bc98a6bdb71571db58d_19)] | | |

| | | | [Item [removed: 2.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_22)] [added: 2.](#i5a8d80cfb8e04bc98a6bdb71571db58d_22)] | | | [removed: [Properties](#i1ddaa7e40c4f45e49877f3fb1beccb8d_22)] [added: [Properties](#i5a8d80cfb8e04bc98a6bdb71571db58d_22)] | | | [removed: [13](#i1ddaa7e40c4f45e49877f3fb1beccb8d_22)] [added: [14](#i5a8d80cfb8e04bc98a6bdb71571db58d_22)] | | |

| | | | [Item [removed: 3.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_28)] [added: 3.](#i5a8d80cfb8e04bc98a6bdb71571db58d_28)] | | | [Legal [removed: Proceedings](#i1ddaa7e40c4f45e49877f3fb1beccb8d_28)] [added: Proceedings](#i5a8d80cfb8e04bc98a6bdb71571db58d_28)] | | | [removed: [14](#i1ddaa7e40c4f45e49877f3fb1beccb8d_28)] [added: [15](#i5a8d80cfb8e04bc98a6bdb71571db58d_28)] | | |

| | | | [Item [removed: 4.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_31)] [added: 4.](#i5a8d80cfb8e04bc98a6bdb71571db58d_31)] | | | [Mine Safety [removed: Disclosures](#i1ddaa7e40c4f45e49877f3fb1beccb8d_31)] [added: Disclosures](#i5a8d80cfb8e04bc98a6bdb71571db58d_31)] | | | [removed: [15](#i1ddaa7e40c4f45e49877f3fb1beccb8d_31)] [added: [16](#i5a8d80cfb8e04bc98a6bdb71571db58d_31)] | | |

| [removed: [II](#i1ddaa7e40c4f45e49877f3fb1beccb8d_34)] [added: [II](#i5a8d80cfb8e04bc98a6bdb71571db58d_34)] | | | [Item [removed: 5.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_37)] [added: 5.](#i5a8d80cfb8e04bc98a6bdb71571db58d_37)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i1ddaa7e40c4f45e49877f3fb1beccb8d_37)] [added: Securities](#i5a8d80cfb8e04bc98a6bdb71571db58d_37)] | | | [removed: [15](#i1ddaa7e40c4f45e49877f3fb1beccb8d_37)] [added: [17](#i5a8d80cfb8e04bc98a6bdb71571db58d_37)] | | |

| | | | [Item [removed: 6.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_43)] [added: 6.](#i5a8d80cfb8e04bc98a6bdb71571db58d_43)] | | | [Selected Financial [removed: Data](#i1ddaa7e40c4f45e49877f3fb1beccb8d_43)] [added: Data](#i5a8d80cfb8e04bc98a6bdb71571db58d_43)] | | | [removed: [16](#i1ddaa7e40c4f45e49877f3fb1beccb8d_43)] [added: [18](#i5a8d80cfb8e04bc98a6bdb71571db58d_43)] | | |

| | | | [Item [removed: 7.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_52)] [added: 7.](#i5a8d80cfb8e04bc98a6bdb71571db58d_52)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i1ddaa7e40c4f45e49877f3fb1beccb8d_52)] [added: Operations](#i5a8d80cfb8e04bc98a6bdb71571db58d_52)] | | | [removed: [16](#i1ddaa7e40c4f45e49877f3fb1beccb8d_52)] [added: [18](#i5a8d80cfb8e04bc98a6bdb71571db58d_52)] | | |

| | | | [Item [removed: 7A.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_109)] [added: 7A.](#i5a8d80cfb8e04bc98a6bdb71571db58d_109)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i1ddaa7e40c4f45e49877f3fb1beccb8d_109)] [added: Risk](#i5a8d80cfb8e04bc98a6bdb71571db58d_109)] | | | [removed: [37](#i1ddaa7e40c4f45e49877f3fb1beccb8d_109)] [added: [36](#i5a8d80cfb8e04bc98a6bdb71571db58d_109)] | | |

| | | | [Item [removed: 8.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_115)] [added: 8.](#i5a8d80cfb8e04bc98a6bdb71571db58d_115)] | | | [Financial Statements and Supplementary [removed: Data](#i1ddaa7e40c4f45e49877f3fb1beccb8d_115)] [added: Data](#i5a8d80cfb8e04bc98a6bdb71571db58d_115)] | | | [removed: [40](#i1ddaa7e40c4f45e49877f3fb1beccb8d_115)] [added: [39](#i5a8d80cfb8e04bc98a6bdb71571db58d_115)] | | |

| | | | [Item [removed: 9.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_220)] [added: 9.](#i5a8d80cfb8e04bc98a6bdb71571db58d_220)] | | | [Changes In and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#i1ddaa7e40c4f45e49877f3fb1beccb8d_220)] [added: Disclosure](#i5a8d80cfb8e04bc98a6bdb71571db58d_220)] | | | [removed: [74](#i1ddaa7e40c4f45e49877f3fb1beccb8d_220)] [added: [73](#i5a8d80cfb8e04bc98a6bdb71571db58d_220)] | | |

| | | | [Item [removed: 9A.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_223)] [added: 9A.](#i5a8d80cfb8e04bc98a6bdb71571db58d_223)] | | | [Controls and [removed: Procedures](#i1ddaa7e40c4f45e49877f3fb1beccb8d_223)] [added: Procedures](#i5a8d80cfb8e04bc98a6bdb71571db58d_223)] | | | [removed: [74](#i1ddaa7e40c4f45e49877f3fb1beccb8d_223)] [added: [73](#i5a8d80cfb8e04bc98a6bdb71571db58d_223)] | | |

| | | | [Item [removed: 9B.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_226)] [added: 9B.](#i5a8d80cfb8e04bc98a6bdb71571db58d_226)] | | | [Other [removed: Information](#i1ddaa7e40c4f45e49877f3fb1beccb8d_226)] [added: Information](#i5a8d80cfb8e04bc98a6bdb71571db58d_226)] | | | [removed: [74](#i1ddaa7e40c4f45e49877f3fb1beccb8d_226)] [added: [73](#i5a8d80cfb8e04bc98a6bdb71571db58d_226)] | | |

| [removed: [III](#i1ddaa7e40c4f45e49877f3fb1beccb8d_232)] [added: [III](#i5a8d80cfb8e04bc98a6bdb71571db58d_232)] | | | [Item [removed: 10.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_235)] [added: 10.](#i5a8d80cfb8e04bc98a6bdb71571db58d_235)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i1ddaa7e40c4f45e49877f3fb1beccb8d_235)] [added: Governance](#i5a8d80cfb8e04bc98a6bdb71571db58d_235)] | | | [removed: [76](#i1ddaa7e40c4f45e49877f3fb1beccb8d_235)] [added: [75](#i5a8d80cfb8e04bc98a6bdb71571db58d_235)] | | |

| | | | [Item [removed: 11.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_238)] [added: 11.](#i5a8d80cfb8e04bc98a6bdb71571db58d_238)] | | | [Executive [removed: Compensation](#i1ddaa7e40c4f45e49877f3fb1beccb8d_238)] [added: Compensation](#i5a8d80cfb8e04bc98a6bdb71571db58d_238)] | | | [removed: [77](#i1ddaa7e40c4f45e49877f3fb1beccb8d_238)] [added: [76](#i5a8d80cfb8e04bc98a6bdb71571db58d_238)] | | |

| | | | [Item [removed: 12.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_241)] [added: 12.](#i5a8d80cfb8e04bc98a6bdb71571db58d_241)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i1ddaa7e40c4f45e49877f3fb1beccb8d_241)] [added: Matters](#i5a8d80cfb8e04bc98a6bdb71571db58d_241)] | | | [removed: [77](#i1ddaa7e40c4f45e49877f3fb1beccb8d_241)] [added: [76](#i5a8d80cfb8e04bc98a6bdb71571db58d_241)] | | |

| | | | [Item [removed: 13.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_244)] [added: 13.](#i5a8d80cfb8e04bc98a6bdb71571db58d_244)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i1ddaa7e40c4f45e49877f3fb1beccb8d_244)] [added: Independence](#i5a8d80cfb8e04bc98a6bdb71571db58d_244)] | | | [removed: [77](#i1ddaa7e40c4f45e49877f3fb1beccb8d_244)] [added: [76](#i5a8d80cfb8e04bc98a6bdb71571db58d_244)] | | |

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| [removed: [IV](#i1ddaa7e40c4f45e49877f3fb1beccb8d_250)] [added: [IV](#i5a8d80cfb8e04bc98a6bdb71571db58d_250)] | | | [Item [removed: 15.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_253)] [added: 15.](#i5a8d80cfb8e04bc98a6bdb71571db58d_253)] | | | [Exhibits and Financial Statement [removed: Schedules](#i1ddaa7e40c4f45e49877f3fb1beccb8d_253)] [added: Schedules](#i5a8d80cfb8e04bc98a6bdb71571db58d_253)] | | | [removed: [78](#i1ddaa7e40c4f45e49877f3fb1beccb8d_253)] [added: [77](#i5a8d80cfb8e04bc98a6bdb71571db58d_253)] | | |

| | | | [Item [removed: 16.](#i1ddaa7e40c4f45e49877f3fb1beccb8d_256)] [added: 16.](#i5a8d80cfb8e04bc98a6bdb71571db58d_256)] | | | [Form 10-K [removed: Summary](#i1ddaa7e40c4f45e49877f3fb1beccb8d_256)] [added: Summary](#i5a8d80cfb8e04bc98a6bdb71571db58d_256)] | | | [removed: [78](#i1ddaa7e40c4f45e49877f3fb1beccb8d_256)] [added: [77](#i5a8d80cfb8e04bc98a6bdb71571db58d_256)] | | |

| | | | | | | [removed: [Signatures](#i1ddaa7e40c4f45e49877f3fb1beccb8d_262)] [added: [Signatures](#i5a8d80cfb8e04bc98a6bdb71571db58d_262)] | | | [removed: [84](#i1ddaa7e40c4f45e49877f3fb1beccb8d_262)] [added: [81](#i5a8d80cfb8e04bc98a6bdb71571db58d_262)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1 (b).

| | | | [I](#i5a8d80cfb8e04bc98a6bdb71571db58d_2126)[tem 1C.](#i5a8d80cfb8e04bc98a6bdb71571db58d_2126) | | | [Cybersecurity](#i5a8d80cfb8e04bc98a6bdb71571db58d_2126) | | | [13](#i5a8d80cfb8e04bc98a6bdb71571db58d_2126) | | |

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

Cybersecurity Risk Management

Our Privacy and Information Security Committee, comprised of officers and senior leaders, is responsible for overseeing the development and maintenance of information privacy and security policies and effective operation of our corporate information security and cybersecurity program in compliance with applicable state insurance regulations and other legal and regulatory requirements.

This committee is sponsored by and reports directly to our Executive Council, which includes our Chief Executive Officer and executive vice presidents.

As part of our overall Enterprise Risk Management ("ERM") program, we employ a cybersecurity program of technical, administrative, and physical controls intended to reduce the risk of cyber threats and protect our information, as well as documented processes to determine and make appropriate disclosures regarding potential material threats and incidents.

Our cybersecurity philosophy and approach align to the National Institute of Standards and Technology Cybersecurity Framework and its core elements to identify, protect, detect, respond, and recover from the various forms of cyber threats.

Our practices include, but are not limited to, cybersecurity protocols and controls, system monitoring and detection, communication of incidents to appropriate management, third-party risk management, including assessments of emerging threats and vulnerabilities, and ongoing privacy and cybersecurity training for employees and contractors concerning cyber risk.

A foundational element of our cybersecurity risk management processes is the annual Cybersecurity and Information Security Risk Assessment (CSRA), which includes an analysis of cybersecurity risks facing us and associated recommendations and action items to mitigate identified risks.

We periodically utilize third parties to assess the effectiveness of our cybersecurity efforts through independent validations, verifications, and security assessments.

Our Board of Directors has a process in place to monitor management’s oversight of cybersecurity.

This is done primarily through regular reports to its Risk Committee as well as the full Board of Directors.

Management provides reports on our

cybersecurity risk management program, including our risk evaluation, the results of independent third-party security assessments, and our efforts to manage cyber related risks.

We have a core incident response team (Core Team) consisting of dedicated, skilled leadership representatives from our Information Security, Privacy and Law teams, responsible for analyzing and assessing cyber incidents and leading response efforts.

Our Chief Information Security Officer (CISO), responsible for overseeing and managing information security incidents, has over 25 years of experience in information technology (IT), including over 20 years dedicated to practicing or leading cybersecurity functions.

Our CISO is also a Certified Information Systems Security Professional (CISSP).

Our Privacy leader, responsible for managing privacy incidents, has over 20 years of experience in IT risk management, including over 10 years in IT risk and control functions and the remaining time focused on privacy and cybersecurity related functions and holds several information privacy and risk certifications.

Our Legal leader, responsible for providing guidance on legal and other regulatory obligations in the areas of privacy, cybersecurity, technology, data use and third-party risk management, holds a Juris Doctor degree, is licensed to practice law, and has over 20 years of legal experience, including 10 years focused on privacy and cybersecurity and holds several information security and privacy certifications, including the CISSP.

The Core Team leaders are members of various organizations that support cybersecurity or privacy intelligence, education, information sharing and networking, including among others the Financial Services Information Sharing and Analysis Center (FS-ISAC), Domestic Security Alliance Council (DSAC), InfraGard, and International Association of Privacy Professionals (IAPP).

The Core Team members are augmented as needed by representatives from other internal groups, including subject matter experts from Information Security, Privacy, Finance and Law, as well as certain third parties that may need to participate in the incident response process.

Depending on the severity and impact of the incident, third parties engaged may include outside counsel, forensics investigators, public relation firms, data breach resolution providers, and cyber insurance brokers and carriers.

In conjunction with legal counsel, the Core Team evaluates notification requirements and as necessary will notify stakeholders depending on the nature and severity of the incident, including law enforcement, state attorneys general, regulators, external auditors, third party providers, and impacted individuals.

The Core Team is informed of cyber incidents from diverse sources, including for example, internal monitoring systems, information sharing organizations, employees, and other external information sources.

Depending upon the levels of access to our information and/or information systems, third party service providers are contractually obligated to report cybersecurity incidents within their environments.

The Core Team performs incident analysis and triage to determine scope, severity, prioritization and required response plans to address an incident in a manner that is intended to minimize the impact to us, our assets, and our operations.

In accordance with applicable legal and regulatory requirements, this analysis and triage step includes an assessment of the potential for material impact to us from a cybersecurity incident or a series of individually immaterial related incidents that are material when aggregated.

To date, we are not aware of any cybersecurity breach or other incident with respect to our systems or data that would have a material impact to our business strategy, results of operations or financial condition.

Additionally, we are not aware of any cybersecurity breach or other incident experienced by anyone with whom we have a third-party relationship that has had a material impact on our systems or data.

However, there can be no guarantee that we will not experience any such incidents in the future.

See Item 1A.

"Risk Factors" for a discussion of cybersecurity risks.

Additionally, we lease two office buildings and one warehouse facility from third [removed: parties.][added: parties and are charged rent for the related square footage we occupy.]

Indemnity and the Exchange also [removed: operate] [added: own or lease] 25 field offices in 12 states used to primarily support claims-related activities.

Commitments for properties leased from third parties expire periodically through [removed: 2027.][added: 2029.]

Rental costs of shared facilities are allocated based upon [removed: usage or] square footage occupied.

We are charged rent for the related square footage we occupy.

Over 90% of our workforce had been working remotely from March 2020 through April 2022 due to the COVID-19 pandemic.

We implemented a phased return of our workforce beginning in April 2022 and transitioned to a predominately hybrid format.

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

As of February [removed: 17, 2023,] [added: 20, 2024,] there were approximately [removed: 527] [added: 504] shareholders of record for the Class A non-voting common stock and [removed: 9] [added: 8] shareholders of record for the Class B voting common stock.

The Standard & Poor's Supercomposite Insurance Industry Group Index is made up of [removed: 55] [added: 56] constituent members represented by property and casualty insurers, insurance brokers, and life insurers, and is a capitalization weighted [removed: index.][added: index.]

| | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

| Erie Indemnity Company Class A common stock | | | | | | $ | 100 | | (1) | | | $ | [removed: 113] [added: 127] | | | | | $ | [removed: 143] [added: 194] | | | | | $ | [removed: 218] [added: 155] | | | | | $ | [removed: 174] [added: 205] | | | | | $ | [removed: 230] [added: 281] | |

| Standard & Poor's 500 Stock Index | | | | | | 100 | | | (1) | | | [removed: 96] [added: 131] | | | | | | [removed: 126] [added: 156] | | | | | | [removed: 149] [added: 200] | | | | | | [removed: 191] [added: 164] | | | | | | [removed: 157] [added: 207] | | |

| Standard & Poor's Supercomposite Insurance Industry Group Index | | | | | | 100 | | | (1) | | | [removed: 90] [added: 128] | | | | | | [removed: 116] [added: 127] | | | | | | [removed: 114] [added: 163] | | | | | | [removed: 148] [added: 178] | | | | | | [removed: 161] [added: 196] | | |

The following table presents the number and average price of our outstanding Class A nonvoting common stock shares purchased during the quarter ending December 31, [removed: 2022:][added: 2023:]

| October 1–31, [removed: 2022] [added: 2023] | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 17,754 | |

| December 1–31, [removed: 2022] [added: 2023] | | | | | | — | | | | | | — | | | | | | — | | | | | | 17,754 | | |

*(1)Represents shares purchased on the open market to fund the rabbi trust for [removed: both] the outside director deferred stock compensation [removed: plan (1,563 shares at an average price of $254.47 per share) and the incentive compensation deferral plan (272 shares at an average price of $254.47 per share).*][added: plan.*]

"Financial Statements and Supplementary Data [removed: –] [added: -] Note 10, Incentive and Deferred Compensation Plans, of Notes to Financial Statements" contained within this report for additional information on shares purchased outside of this program.

| November 1–30, 2023 (1) | | | | | | 1,258 | | | | | | 277.03 | | | | | | — | | | | | | 17,754 | | |

| Total | | | | | | 1,258 | | | | | | 277.03 | | | | | | — | | | | | | | | |

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

| November 1–30, 2022 (1) | | | | | | 1,835 | | | | | | 254.47 | | | | | | — | | | | | | 17,754 | | |

| Total | | | | | | 1,835 | | | | | | 254.47 | | | | | | — | | | | | | | | |

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

| [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID:](#i1ddaa7e40c4f45e49877f3fb1beccb8d_121) 42[)](#i1ddaa7e40c4f45e49877f3fb1beccb8d_121)] [added: ID:](#i5a8d80cfb8e04bc98a6bdb71571db58d_121) 42[)](#i5a8d80cfb8e04bc98a6bdb71571db58d_121)] | | | [removed: [40](#i1ddaa7e40c4f45e49877f3fb1beccb8d_121)] [added: [39](#i5a8d80cfb8e04bc98a6bdb71571db58d_121)] | | |

| [Statements of Operations for the Years Ended December 31, [removed: 202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_124)[2](#i1ddaa7e40c4f45e49877f3fb1beccb8d_124)[, 202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_124)[1](#i1ddaa7e40c4f45e49877f3fb1beccb8d_124) [and](#i1ddaa7e40c4f45e49877f3fb1beccb8d_124) [2020](#i1ddaa7e40c4f45e49877f3fb1beccb8d_124)] [added: 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_124)[3](#i5a8d80cfb8e04bc98a6bdb71571db58d_124)[, 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_124)[2](#i5a8d80cfb8e04bc98a6bdb71571db58d_124) [and 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_124)[1](#i5a8d80cfb8e04bc98a6bdb71571db58d_124)] | | | [removed: [42](#i1ddaa7e40c4f45e49877f3fb1beccb8d_124)] [added: [41](#i5a8d80cfb8e04bc98a6bdb71571db58d_124)] | | |

| [Statements of Comprehensive Income for the Years Ended December 31, [removed: 202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_127)[2](#i1ddaa7e40c4f45e49877f3fb1beccb8d_127)[, 202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_127)[1](#i1ddaa7e40c4f45e49877f3fb1beccb8d_127) [and](#i1ddaa7e40c4f45e49877f3fb1beccb8d_127) [2020](#i1ddaa7e40c4f45e49877f3fb1beccb8d_127)] [added: 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_127)[3](#i5a8d80cfb8e04bc98a6bdb71571db58d_127)[, 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_127)[2](#i5a8d80cfb8e04bc98a6bdb71571db58d_127) [and 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_127)[1](#i5a8d80cfb8e04bc98a6bdb71571db58d_127)] | | | [removed: [43](#i1ddaa7e40c4f45e49877f3fb1beccb8d_127)] [added: [42](#i5a8d80cfb8e04bc98a6bdb71571db58d_127)] | | |

| [Statements of Financial Position - December 31, [removed: 202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_130)[2](#i1ddaa7e40c4f45e49877f3fb1beccb8d_130) [and](#i1ddaa7e40c4f45e49877f3fb1beccb8d_130) [202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_130)[1](#i1ddaa7e40c4f45e49877f3fb1beccb8d_130)] [added: 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_130)[3](#i5a8d80cfb8e04bc98a6bdb71571db58d_130) [and 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_130)[2](#i5a8d80cfb8e04bc98a6bdb71571db58d_130)] | | | [removed: [44](#i1ddaa7e40c4f45e49877f3fb1beccb8d_130)] [added: [43](#i5a8d80cfb8e04bc98a6bdb71571db58d_130)] | | |

| [Statements of Shareholders' Equity for the Years ended December 31, [removed: 202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_133)[2](#i1ddaa7e40c4f45e49877f3fb1beccb8d_133)[, 202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_133)[1](#i1ddaa7e40c4f45e49877f3fb1beccb8d_133) [and](#i1ddaa7e40c4f45e49877f3fb1beccb8d_133) [2020](#i1ddaa7e40c4f45e49877f3fb1beccb8d_133)] [added: 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)[3](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)[, 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)[2](#i5a8d80cfb8e04bc98a6bdb71571db58d_133) [and 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)[1](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)] | | | [removed: [45](#i1ddaa7e40c4f45e49877f3fb1beccb8d_133)] [added: [44](#i5a8d80cfb8e04bc98a6bdb71571db58d_133)] | | |

| [Statements of Cash Flows for the Years ended December 31, [removed: 202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_136)[2](#i1ddaa7e40c4f45e49877f3fb1beccb8d_136)[, 202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_136)[1](#i1ddaa7e40c4f45e49877f3fb1beccb8d_136) [and](#i1ddaa7e40c4f45e49877f3fb1beccb8d_136) [2020](#i1ddaa7e40c4f45e49877f3fb1beccb8d_136)] [added: 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_136)[3](#i5a8d80cfb8e04bc98a6bdb71571db58d_136)[, 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_136)[2](#i5a8d80cfb8e04bc98a6bdb71571db58d_136) [and 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_136)[1](#i5a8d80cfb8e04bc98a6bdb71571db58d_136)] | | | [removed: [46](#i1ddaa7e40c4f45e49877f3fb1beccb8d_136)] [added: [45](#i5a8d80cfb8e04bc98a6bdb71571db58d_136)] | | |

| [Notes to Financial Statements - December 31, [removed: 202](#i1ddaa7e40c4f45e49877f3fb1beccb8d_139)[2](#i1ddaa7e40c4f45e49877f3fb1beccb8d_139)] [added: 202](#i5a8d80cfb8e04bc98a6bdb71571db58d_139)[3](#i5a8d80cfb8e04bc98a6bdb71571db58d_139)] | | | [removed: [47](#i1ddaa7e40c4f45e49877f3fb1beccb8d_139)] [added: [46](#i5a8d80cfb8e04bc98a6bdb71571db58d_139)] | | |

We have audited the accompanying statements of financial position of Erie Indemnity Company (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated [removed: March 1, 2023,] [added: February 26, 2024] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | | | | For the year ended December 31, [removed: 2022,] [added: 2023,] the Company’s administrative services reimbursement revenue totaled [removed: $668.3] [added: $737.1] million. The Company’s primary function, as attorney-in-fact, is to perform certain services on behalf of the subscribers at the Erie Insurance Exchange (Exchange) and its insurance subsidiaries, in accordance with the subscriber’s agreement and the service agreements with each of the Exchange’s insurance subsidiaries. As explained in Note 2 of the financial statements, [removed: pursuant to] [added: in accordance with] the approved subscriber’s agreement and service agreements, administrative services, which include costs associated with claims handling services, life insurance related operating activities, investment management, and operating overhead incurred by the Company on behalf of the Exchange and its insurance subsidiaries, are reimbursed to the Company at cost and recorded as administrative services reimbursement revenue, based on the nature of the cost or relevant utilization statistic. Auditing management’s proportional cost allocations was complex due to the multiple costs that are allocated, the extensiveness of the allocation process, and the degree of auditor judgement needed to design the nature and extent of audit procedures required to address the matter. | | |

Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Management fee revenue - policy issuance and renewal services | | | | | | $ | [removed: 2,087,846] [added: 2,442,073] | | | | | $ | [removed: 1,913,166] [added: 2,087,846] | | | | | $ | [removed: 1,841,794] [added: 1,913,166] | |

| Management fee revenue - administrative services | | | | | | [removed: 58,323] [added: 63,669] | | | | | | [removed: 58,286] [added: 58,323] | | | | | | [removed: 59,463] [added: 58,286] | | |

| Administrative services reimbursement revenue | | | | | | [removed: 668,268] [added: 737,139] | | | | | | [removed: 638,483] [added: 668,268] | | | | | | [removed: 609,435] [added: 638,483] | | |

| Service agreement revenue | | | | | | [removed: 25,687] [added: 26,059] | | | | | | [removed: 24,042] [added: 25,687] | | | | | | [removed: 25,797] [added: 24,042] | | |

| Total operating revenue | | | | | | [removed: 2,840,124] [added: 3,268,940] | | | | | | [removed: 2,633,977] [added: 2,840,124] | | | | | | [removed: 2,536,489] [added: 2,633,977] | | |

| Cost of operations - policy issuance and renewal services | | | | | | [removed: 1,795,642] [added: 2,011,545] | | | | | | [removed: 1,677,397] [added: 1,795,642] | | | | | | [removed: 1,588,897] [added: 1,677,397] | | |

| Cost of operations - administrative services | | | | | | [removed: 668,268] [added: 737,139] | | | | | | [removed: 638,483] [added: 668,268] | | | | | | [removed: 609,435] [added: 638,483] | | |

| Total operating expenses | | | | | | [removed: 2,463,910] [added: 2,748,684] | | | | | | [removed: 2,315,880] [added: 2,463,910] | | | | | | [removed: 2,198,332] [added: 2,315,880] | | |

| Operating income | | | | | | [removed: 376,214] [added: 520,256] | | | | | | [removed: 318,097] [added: 376,214] | | | | | | [removed: 338,157] [added: 318,097] | | |

| Net investment income | | | | | | [removed: 28,585] [added: 44,572] | | | | | | [removed: 62,177] [added: 28,585] | | | | | | [removed: 29,753] [added: 62,177] | | |

| Net realized and unrealized investment (losses) gains | | | | | | [removed: (27,286)] [added: (5,838)] | | | | | | [removed: 4,946] [added: (27,286)] | | | | | | [removed: 6,392] [added: 4,946] | | |

| Net impairment (losses) recoveries recognized in earnings | | | | | | [removed: (667)] [added: (9,766)] | | | | | | [removed: 209] [added: (667)] | | | | | | [removed: (3,278)] [added: 209] | | |

| Total investment income | | | | | | [removed: 632] [added: 28,968] | | | | | | [removed: 67,332] [added: 632] | | | | | | [removed: 32,867] [added: 67,332] | | |

| Interest expense, net | | | | | | [removed: 2,009] [added: —] | | | | | | [removed: 4,132] [added: 2,009] | | | | | | [removed: 731] [added: 4,132] | | |

| Other income (expense) | | | | | | [removed: 1,615] [added: 12,712] | | | | | | [removed: (4,893)] [added: 1,615] | | | | | | [removed: (1,778)] [added: (4,893)] | | |

| Income before income taxes | | | | | | [removed: 376,452] [added: 561,936] | | | | | | [removed: 376,404] [added: 376,452] | | | | | | [removed: 368,515] [added: 376,404] | | |

| Income tax expense | | | | | | [removed: 77,883] [added: 115,875] | | | | | | [removed: 78,544] [added: 77,883] | | | | | | [removed: 75,211] [added: 78,544] | | |

| Net income | | | | | | $ | [removed: 298,569] [added: 446,061] | | | | | $ | [removed: 297,860] [added: 298,569] | | | | | $ | [removed: 293,304] [added: 297,860] | |

| Class A common stock – basic | | | | | | $ | [removed: 6.41] [added: 9.58] | | | | | $ | [removed: 6.40] [added: 6.41] | | | | | $ | [removed: 6.30] [added: 6.40] | |

| Class A common stock – diluted | | | | | | $ | [removed: 5.71] [added: 8.53] | | | | | $ | [removed: 5.69] [added: 5.71] | | | | | $ | [removed: 5.61] [added: 5.69] | |

| Class B common stock – basic and diluted | | | | | | $ | [removed: 962] [added: 1,437] | | | | | $ | [removed: 959] [added: 962] | | | | | $ | [removed: 945] [added: 959] | |

| Class A common stock | | | | | | [removed: 46,188,916] [added: 46,188,981] | | | | | | [removed: 46,188,806] [added: 46,188,916] | | | | | | [removed: 46,188,659] [added: 46,188,806] | | |

| Class A common stock | | | | | | [removed: 52,297,990] [added: 52,299,411] | | | | | | [removed: 52,307,302] [added: 52,297,990] | | | | | | [removed: 52,313,360] [added: 52,307,302] | | |

| Net income | | | | | | $ | [removed: 298,569] [added: 446,061] | | | | | $ | [removed: 297,860] [added: 298,569] | | | | | $ | [removed: 293,304] [added: 297,860] | |

| Other comprehensive [added: (loss)] income, net of tax | | | | | | | | | | | | | | | | | | | | |

| Change in unrealized holding [removed: (losses)] gains [added: (losses)] on available-for-sale securities | | | | | | [removed: (58,692)] [added: 27,784] | | | | | | [removed: (17,112)] [added: (58,692)] | | | | | | [removed: 18,738] [added: (17,112)] | | |

| Pension and other postretirement plans | | | | | | [removed: 76,566] [added: (33,770)] | | | | | | [removed: 69,967] [added: 76,566] | | | | | | [removed: 19,987] [added: 69,967] | | |

Indianapolis, Indiana

February 26, 2024

Years ended December 31, 2023, 2022 and 2021

| | | | | | | 2023 | | | | | | 2022 | | |

| Cash and cash equivalents (includes restricted cash of $12,542 and $11,932, respectively) | | | | | | $ | 144,055 | | | | | $ | 142,090 | |

| Defined benefit pension plan | | | | | | 34,320 | | | | | | 0 | | |

| Agent incentive compensation | | | | | | 68,077 | | | | | | 95,166 | | |

Years ended December 31, 2023, 2022 and 2021

| Net income | | | | | | | | | | | | | | | 446,061 | | | | | | | | | 446,061 | | |

| Class A $4.845 per share | | | | | | | | | | | | | | | (223,786) | | | | | | | | | (223,786) | | |

| Balance, December 31, 2023 | | | $ | 1,992 | | $ | 178 | | $ | 16,466 | | $ | (13,400) | | $ | 2,803,689 | | $ | (1,169,165) | | $ | 23,075 | | $ | 1,662,835 | |

Years ended December 31, 2023, 2022 and 2021

Indemnity serves as the attorney-in-fact on behalf of the subscribers at the Exchange with respect to administrative services as enumerated in the subscriber's agreement.

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.

*Restricted cash* – Restricted cash represents deposits held for the benefit of third parties related primarily to our agent loan participation program.

These restricted funds are invested in bank deposits, contractually restricted as to withdrawal or usage, and included with "Cash and cash equivalents" in our Statements of Financial Position.

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.

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 loan 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 loan.

Interest on these loans is recorded primarily in investment income as earned.

Any current portion of other loans receivable is recorded in prepaid expenses and other current assets.

Therefore, it enters into contractual relationships by and through the subscribers' attorney-in-fact.

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.

| Management fee revenue - policy issuance and renewal services | | | | | | $ | 2,442,073 | | | | | $ | 2,087,846 | | | | | $ | 1,913,166 | |

| Management fee revenue - administrative services | | | | | | 63,669 | | | | | | 58,323 | | | | | | 58,286 | | |

| Administrative services reimbursement revenue | | | | | | 737,139 | | | | | | 668,268 | | | | | | 638,483 | | |

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

Cleveland, Ohio

March 1, 2023

| Agent bonuses | | | | | | 95,166 | | | | | | 120,437 | | |

| Current portion of long-term borrowings | | | | | | — | | | | | | 2,098 | | |

| Deferred income taxes, net | | | | | | 14,075 | | | | | | 0 | | |

| Balance, December 31, 2019 | | | $ | 1,992 | | $ | 178 | | $ | 16,483 | | $ | (116,868) | | $ | 2,377,558 | | $ | (1,158,910) | | $ | 12,820 | | $ | 1,133,253 | |

| Cumulative effect adjustment (1) | | | | | | | | | | | | | | | (1,075) | | | | | | | | | (1,075) | | |

| Net income | | | | | | | | | | | | | | | 293,304 | | | | | | | | | 293,304 | | |

| Class A $5.93 per share | | | | | | | | | | | | | | | (273,902) | | | | | | | | | (273,902) | | |

*(1) The cumulative effect adjustment in 2020 is related to the implementation of credit loss allowance accounting guidance effective January 1, 2020.

See Note 2, "Significant Accounting Policies."*

| Payments on long-term borrowings | | | | | | (94,070) | | | | | | (2,041) | | | | | | (1,967) | | |

| Cash and cash equivalents, beginning of year | | | | | | 183,702 | | | | | | 161,240 | | | | | | 336,739 | | |

| Transfer of investments from other investments to equity securities | | | | | | $ | — | | | | | $ | — | | | | | $ | 13,041 | |

Risks and uncertainties

In March 2020, the outbreak of COVID-19 was declared a global pandemic.

Post-pandemic conditions have created an inflationary environment which may impact the adequacy of estimated loss reserves and future premium rates of the Exchange in addition to overall financial market volatility, which may impact our investment results.

The uncertainty of the current economic environment continues to evolve.

We are unable to predict the duration or extent of the financial impacts.

We adopted Accounting Standards Update ("ASU") 2016-13, *"Financial Instruments-Credit Losses"* which applies to our receivable from Erie Insurance Exchange and affiliates, agent loans, and investments, on January 1, 2020.

The guidance requires financial assets measured at amortized cost to be presented at the net amount expected to be collected through the use of a new forward-looking current expected credit loss model and credit losses relating to available-for-sale debt securities to be recognized through an allowance for credit losses.

For assets measured at amortized cost for which a current expected credit loss allowance was required, we adopted the guidance using the modified-retrospective approach.

At January 1, 2020, we recorded current expected credit loss allowances related to agent loans of $0.8 million and receivables from Erie Insurance Exchange and affiliates of $0.6 million.

This resulted in the recording of a cumulative effect adjustment, net of taxes, to retained earnings of $1.1 million.

Our available-for-sale investments are not measured at amortized cost, and therefore do not require the use of a current expected credit loss model.

Any credit losses, however, are required to be recorded as an allowance for credit losses rather than a reduction of the carrying value of the asset.

For available-for-sale securities, we adopted the guidance using the prospective approach and recorded an initial allowance for credit losses of $0.6 million at March 31, 2020.

recalculated on a retrospective basis.

We capitalize applicable interest charges incurred during the construction period of significant long-term building projects as part of the historical cost of the asset.

| | | | | | | December 31, 2021 | | | | | | | | | | | | | | | | | | | | |

| Corporate debt securities | | | | | | $ | 573,165 | | | | | $ | 0 | | | | | $ | 567,909 | | | | | $ | 5,256 | |

| Commercial mortgage-backed securities | | | | | | 89,324 | | | | | | 0 | | | | | | 73,596 | | | | | | 15,728 | | |

| Residential mortgage-backed securities | | | | | | 139,922 | | | | | | 0 | | | | | | 131,108 | | | | | | 8,814 | | |

| U.S. Treasury | | | | | | 4,292 | | | | | | 0 | | | | | | 4,292 | | | | | | 0 | | |

| Financial services sector | | | | | | 71,722 | | | | | | 1,624 | | | | | | 68,015 | | | | | | 2,083 | | |

| Consumer sector | | | | | | 3,314 | | | | | | 0 | | | | | | 3,314 | | | | | | 0 | | |

| Total | | | | | | $ | 1,033,828 | | | | | $ | 1,634 | | | | | $ | 1,000,313 | | | | | $ | 31,881 | |

| Corporate debt securities | | | | | | $ | 5,825 | | | | | $ | 34 | | | | | $ | 68 | | | | | $ | 5,502 | | | | | $ | (2,681) | | | | | $ | 4,290 | | | | | $ | (7,782) | | | | | $ | 5,256 | |

| Collateralized debt obligations | | | | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 750 | | | | | | 0 | | | | | | 0 | | | | | | (750) | | | | | | 0 | | |

As required by the Securities and Exchange Commission Rule 13a-15(e), we carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, [removed: 2022.][added: 2023.]

Based upon our evaluation under the framework in the *Internal Control-Integrated Framework* issued in 2013, management has concluded that Erie Indemnity Company's internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

| /s/ Timothy G. NeCastro | | | | | | /s/ [removed: Gregory J. Gutting] [added: Julie M. Pelkowski] | | | | | | /s/ Jorie L. Novacek | | | | | |

| Timothy G. NeCastro | | | | | | [removed: Gregory J. Gutting] [added: Julie M. Pelkowski] | | | | | | Jorie L. Novacek | | | | | |

| February 26, 2024 | | | | | | February 26, 2024 | | | | | | February 26, 2024 | | | | | |

| March 1, 2023 | | | | | | March 1, 2023 | | | | | | March 1, 2023 | | | | | |

There was no additional information in the fourth quarter of [removed: 2022] [added: 2023] that has not already been filed in a Form 8-K.

We have audited Erie Indemnity Company’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Erie Indemnity Company (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on the COSO [removed: criteria.][added: criteria.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the statements of financial position of the Company as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the related statements of operations, comprehensive income, shareholders’ [removed: equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023,] and the related notes [removed: of the Company] and our report dated [removed: March 1, 2023] [added: February 26, 2024] expressed an unqualified opinion thereon.

Indianapolis, Indiana

February 26, 2024

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

Cleveland, Ohio

March 1, 2023

The information with respect to our outside directors, audit committee and audit committee financial [removed: experts and] [added: experts,] Section 16(a) beneficial ownership reporting compliance, [added: and insider trading policy] is incorporated herein by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2022.][added: 2023.]

We have previously filed a copy of the Code of Conduct as [Exhibit [removed: 14.3](https://www.sec.gov/Archives/edgar/data/922621/000092262116000067/ex14312312015.htm)] [added: 14.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000021/eriecodeofconduct.htm)[1](https://www.sec.gov/Archives/edgar/data/922621/000092262123000021/eriecodeofconduct.htm)] to the Registrant's Form [removed: 10-K] [added: 8-K] filed with the Securities and Exchange Commission on [removed: February 25, 2016.][added: October 26, 2023.]

| Name | | | | | | Age as of [removed: 12/31/2022] [added: 12/31/2023] | | | | | | Principal Occupation and Positions for Past Five Years | | |

| Timothy G. NeCastro | | | | | | [removed: 62] [added: 63] | | | | | | President and Chief Executive Officer of the Company since August 2016; Director, Erie Family Life Insurance Company ("EFL"), Erie Insurance Company ("EIC"), Flagship City Insurance Company ("Flagship"), Erie Insurance Company of New York ("ENY") and Erie Insurance Property & Casualty Company ("EPC"). | | |

| Brian W. Bolash | | | | | | [removed: 57] [added: 58] | | | | | | Executive Vice President, Secretary and General Counsel since January 2022; Senior Vice President, Secretary and General Counsel, October 2018 through December 2021; Senior Counsel and Corporate Secretary, January 2016 through September 2018; Director, EFL, EIC, Flagship, ENY and EPC. | | |

| Lorianne Feltz | | | | | | [removed: 53] [added: 54] | | | | | | Executive Vice President, Claims & Customer Service since November 2016. | | |

| [removed: Gregory J. Gutting] [added: Julie M. Pelkowski] | | | | | | [removed: 59] [added: 54] | | | | | | Executive Vice President and Chief Financial Officer since [added: May 2023; Senior Vice President, Enterprise Office, March 2022 through April 2023; Senior Vice President and Controller,] August [removed: 2016;] [added: 2016 through February 2022;] Director, EFL, EIC, Flagship, ENY and EPC. | | |

| Douglas E. Smith | | | | | | [removed: 48] [added: 49] | | | | | | Executive Vice President, Sales & Products since November 2016. | | |

| Parthasarathy Srinivasa | | | | | | [removed: 51] [added: 52] | | | | | | Executive Vice President and Chief Information Officer since joining the Company in April 2022. Prior to joining the Company: Senior Vice President and Chief Data and Insurance Information Officer Verisk Analytics, 2019 through April 2022; Chief Information and Operations Officer Safe Auto Insurance (now Allstate Corporation), 2016 through 2019. | | |

| Sean [added: D.] Dugan | | | | | | [removed: 54] [added: 55] | | | | | | [removed: Senior] [added: Executive] Vice President, Human Resources [added: and Corporate Services] since [removed: 2020;] [added: January 2023; Senior Vice President, Human Resources, March 2020 through December 2022;] Corporate Human Resources Officer, [added: October] 2018 through [added: March] 2020; [removed: Vice President, Talent Acquisition] [added: Director, EFL, EIC, Flagship, ENY] and [removed: Community Outreach, 2014 through 2018.] [added: EPC.] | | |

| | | | | | | | | | | | | | | |

| Appointed Executive Officers:1 | | | | | | | | | | | | | | |

| Julie M. Pelkowski | | | | | | 53 | | | | | | Senior Vice President, Enterprise Office since March 2022; Senior Vice President and Controller, August 2016 through March 2022; Director, EFL, EIC, Flagship, ENY and EPC. | | |

*1* *As of December 31, 2022, the Company announced appointments for Mr. Dugan and Ms. Pelkowski for Executive Vice President roles, but the appointments were not yet effective.

Mr. Dugan became Executive Vice President, Human Resources & Corporate Services effective January 1, 2023.

Ms. Pelkowski will be Executive Vice President and Chief Financial Officer effective May 1, 2023 following the retirement of Mr. Gutting.*

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

The information required by this item with respect to executive compensation is incorporated by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2022.][added: 2023.]

The information with respect to security ownership of certain beneficial owners and management and securities authorized for issuance under equity compensation plans, is incorporated by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2022.][added: 2023.]

Information with respect to certain relationships with our outside directors is incorporated by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2022.][added: 2023.]

The information required by this item is incorporated by reference to the information statement on Schedule 14C to be filed with the Securities and Exchange Commission no later than 120 days after December 31, [removed: 2022.][added: 2023.]

[Table](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7) [of Contents](#i1ddaa7e40c4f45e49877f3fb1beccb8d_7)

- Statements of Operations for the three years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Statements of Comprehensive Income for the three years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Statements of Financial Position as of December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

- Statements of Shareholders' Equity for the three years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

- Statements of Cash Flows for the three years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| 3. [Exhibit [removed: Index](#i1ddaa7e40c4f45e49877f3fb1beccb8d_259)] [added: Index](#i5a8d80cfb8e04bc98a6bdb71571db58d_259)] | | | [removed: [79](#i1ddaa7e40c4f45e49877f3fb1beccb8d_259)] [added: [78](#i5a8d80cfb8e04bc98a6bdb71571db58d_259)] | | |

| [removed: 10.4] [added: 10.8*] | | | | | | [removed: [Form] [added: [Deferred Compensation Plan] of [removed: Indemnification Agreement by and between] Erie Indemnity Company [added: (As Amended] and [removed: Jorie L. Novacek.] [added: Restated as of January 1, 2009).] Such exhibit is incorporated by reference to Exhibit [removed: 10.108 in] [added: 10.104 to] the [removed: Registrant's] [added: Registrant’s] Form 10-K that was filed with the Commission on February 26, [removed: 2009.](https://www.sec.gov/Archives/edgar/data/922621/000095015209001857/l35096aexv10w108.htm)] [added: 2009.](https://www.sec.gov/Archives/edgar/data/922621/000095015209001857/l35096aexv10w104.htm)] | | |

| [removed: 10.5] [added: 10.28] | | | | | | [removed: [Form of Indemnification] [added: [Fourth Amendment to Credit] Agreement by and between Erie Indemnity Company and [removed: Parthasarathy Srinivasa.] [added: PNC Bank, National Association, dated as of December 28, 2021.] Such exhibit is incorporated by reference to Exhibit [removed: 10.108 in] [added: 10.225 to] the Registrant's Form 10-K that was filed with the Commission on February [removed: 26, 2009.](https://www.sec.gov/Archives/edgar/data/922621/000095015209001857/l35096aexv10w108.htm)] [added: 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)] | | |

| [removed: 10.6*] [added: 10.4*] | | | | | | [Erie Indemnity Company Annual Incentive Plan effective January 1, 2020. Such exhibit is incorporated by reference to Exhibit 10.204 to the Registrant's Form 10-K that was filed with the Commission on February 27, 2020.](https://www.sec.gov/Archives/edgar/data/922621/000092262120000009/ex-1020412312019.htm) | | |

| [removed: 10.7*] [added: 10.5*] | | | | | | [Erie Indemnity Company Long-Term Incentive Plan (Effective as of January 1, 2020). Such exhibit is incorporated by reference to Appendix A to the Registrant's Information Statement for the 2020 Annual Meeting of Shareholders filed with the Commission on March 20, 2020.](https://www.sec.gov/Archives/edgar/data/922621/000119312520080005/d529252ddef14c.htm#toc529252_62) | | |

| [removed: 10.8*] [added: 10.6*] | | | | | | [Erie Indemnity Company Equity Compensation Plan (As Amended and Restated April 26, 2022), dated June 28, 2022. Such exhibit is incorporated by reference to Exhibit 10.2 to the Registrant's Form 10-Q that was filed with the Commission on July 28, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000032/ex-10206302022.htm) | | |

| [removed: 10.9] [added: 10.7] | | | | | | [Appointment of Administrator to Deferred Compensation Plan of Erie Indemnity Company, Erie Indemnity Company Incentive Compensation Deferral Plan, and Supplemental Retirement Plan for Certain Members of the Erie Insurance Group Retirement Plan for Employees, dated December 21, 2021. Such exhibit is incorporated by reference to Exhibit 10.224 to the Registrant's Form 10-K that was filed with the Commission on February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022412312021.htm) | | |

| 10.10* | | | | | | [removed: [Deferred] [added: [Second Amendment to Appendix B to Deferred] Compensation Plan of Erie Indemnity Company (As Amended and Restated [added: Effective] as of January 1, [removed: 2009).] [added: 2009), dated December 24, 2020.] Such exhibit is incorporated by reference to Exhibit [removed: 10.104] [added: 10.209] to the Registrant’s Form 10-K that was filed with the Commission on February [removed: 26, 2009.](https://www.sec.gov/Archives/edgar/data/922621/000095015209001857/l35096aexv10w104.htm)] [added: 25, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000010/ex-1020912312020.htm)] | | |

| [removed: 10.11*] [added: 10.9*] | | | | | | [Appendix B to Deferred Compensation Plan of Erie Indemnity Company (As Amended and Restated Effective as of January 1, 2019). Such exhibit is incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q that was filed with the Commission on July 25, 2019.](https://www.sec.gov/Archives/edgar/data/922621/000092262119000023/ex-10206302019.htm) | | |

| [removed: 10.12*] [added: 10.11*] | | | | | | [removed: [Second] [added: [Third] Amendment to [removed: Appendix B to] Deferred Compensation Plan of Erie Indemnity Company (As Amended and Restated [removed: Effective] as of January 1, 2009), dated December [removed: 24, 2020.] [added: 21, 2021.] Such exhibit is incorporated by reference to Exhibit [removed: 10.209] [added: 10.223] to the [removed: Registrant’s] [added: Registrant's] Form 10-K that was filed with the Commission on February [removed: 25, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000010/ex-1020912312020.htm)] [added: 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022312312021.htm)] | | |

| [removed: 10.13*] [added: 10.16*] | | | | | | [Third Amendment to [removed: Deferred Compensation Plan of] Erie Indemnity Company [removed: (As Amended and Restated] [added: Incentive Compensation Deferral Plan (Effective] as of January 1, [removed: 2009),] [added: 2017),] dated December 21, 2021. Such exhibit is incorporated by reference to Exhibit [removed: 10.223] [added: 10.222] to the Registrant's Form 10-K that was filed with the Commission on February 24, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022312312021.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022212312021.htm)] | | |

| [removed: 10.14*] [added: 10.12*] | | | | | | [Post-2021 Deferred Compensation Plan of the Erie Indemnity Company, effective January 1, 2022, dated December 9, 2021. Such exhibit is incorporated by reference to Exhibit 10.218 to the Registrant's Form 10-K that was filed with the Commission on February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021812312021.htm) | | |

| [removed: 10.15*] [added: 10.13*] | | | | | | [Erie Indemnity Company Incentive Compensation Deferral Plan (Effective January 1, 2017), dated December 7, 2016. Such exhibit is incorporated by reference to Exhibit 10.177 to the Registrant’s Form 10-K that was filed with the Commission on February 23, 2017.](https://www.sec.gov/Archives/edgar/data/922621/000092262117000008/ex-1017712312016.htm) | | |

| [removed: 10.16*] [added: 10.14*] | | | | | | [First Amendment to Erie Indemnity Company Incentive Compensation Deferral Plan (Effective January 1, 2017), dated July 1, 2019. Such exhibit is incorporated by reference to Exhibit [removed: 10.1](https://www.sec.gov/Archives/edgar/data/922621/000092262119000023/ex-10106302019.htm) [to] [added: 10.1 to] the Registrant’s Form 10-Q that was filed with the Commission on July 25, 2019.](https://www.sec.gov/Archives/edgar/data/922621/000092262119000023/ex-10106302019.htm) | | |

| [removed: 10.17*] [added: 10.15*] | | | | | | [Second Amendment to Erie Indemnity Company Incentive Compensation Deferral Plan (Effective as of January 1, 2017), dated December 24, 2020. Such exhibit is incorporated by reference to Exhibit 10.207 to the Registrant’s Form 10-K that was filed with the Commission on February 25, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000010/ex-1020712312020.htm) | | |

| [removed: 10.18*] [added: 10.19*] | | | | | | [removed: [Third] [added: [First] Amendment to Erie Indemnity Company [removed: Incentive] [added: Deferred] Compensation [removed: Deferral] Plan [removed: (Effective as] [added: for Outside Directors (As] of [removed: January 1, 2017),] [added: July 29, 2015),] dated December 21, 2021. Such exhibit is incorporated by reference to Exhibit [removed: 10.222] [added: 10.217] to the Registrant's Form 10-K that was filed with the Commission on February 24, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022212312021.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm)] | | |

| [removed: 10.19*] [added: 10.18*] | | | | | | [Erie Indemnity Company Deferred Compensation Plan for Outside Directors (As Amended and Restated as of July 29, 2015), dated October 20, 2015. Such exhibit is incorporated by reference to Exhibit 10.158 to the Registrant’s Form 10-K that was filed with the Commission on February 25, 2016.](https://www.sec.gov/Archives/edgar/data/922621/000092262116000067/ex-1015812312015.htm) | | |

| [removed: 10.20*] [added: 10.33] | | | | | | [removed: [First Amendment] [added: [Amendment] to [added: Agreement of Lease between] Erie [added: Insurance Exchange and Erie] Indemnity Company [removed: Deferred Compensation Plan] for [removed: Outside Directors] [added: the Erie Insurance Home Office Campus,] (As of July [removed: 29, 2015),] [added: 1, 2021),] dated [removed: December 21, 2021.] [added: January 1, 2022.] Such exhibit is incorporated by reference to Exhibit [removed: 10.217] [added: 10.226] to the Registrant's Form 10-K that was filed with the Commission on February 24, [removed: 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021712312021.htm)] [added: 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022612312021.htm)] | | |

| [removed: 10.21*] [added: 10.32] | | | | | | [removed: [Erie] [added: [Agreement of Lease between Erie Insurance Exchange and Erie] Indemnity Company [removed: Deferred Stock Plan] for [removed: Outside Directors (As of July 29, 2015),] [added: the Erie Insurance Home Office Campus,] dated [removed: October 20, 2015.] [added: July 1, 2021.] Such exhibit is incorporated by reference to Exhibit [removed: 10.159] [added: 10.3] to the Registrant’s Form [removed: 10-K] [added: 10-Q] that was filed with the Commission on [removed: February 25, 2016.](https://www.sec.gov/Archives/edgar/data/922621/000092262116000067/ex-1015912312015.htm)] [added: October 28, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000048/ex-10309302021.htm)] | | |

| [removed: 10.22*] [added: 10.17*] | | | | | | [removed: [First Amendment to Erie] [added: [Erie] Indemnity Company Deferred Stock Plan for Outside Directors (As Amended and Restated as of [removed: July 29, 2015),] [added: April 25, 2023),] dated [removed: March 31, 2016.] [added: April 25, 2023.] Such exhibit is incorporated by reference to [removed: Exhibit 10.2] [added: the Appendix] to the Registrant’s [removed: Form 10-Q that was] [added: Information Statement for the 2023 Annual Meeting of Shareholders] filed with the Commission on [removed: April 28, 2016.](https://www.sec.gov/Archives/edgar/data/922621/000092262116000077/ex-10203312016.htm)] [added: March 24, 2023.](https://www.sec.gov/ix?doc=/Archives/edgar/data/922621/000119312523078606/d416360ddef14c.htm#toc416360_67)] | | |

| [removed: 10.23*] [added: 10.34] | | | | | | [Second Amendment to [added: Agreement of Lease between] Erie [added: Insurance Exchange and Erie] Indemnity Company [removed: Deferred Stock Plan] for [removed: Outside Directors] [added: the Erie Insurance Home Office Campus,] (As of July [removed: 29, 2015),] [added: 1, 2021),] dated [removed: December 21, 2021. Such] [added: January 1, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000007/ex-106212312022.htm) [](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)[Such] exhibit is incorporated by reference to Exhibit [removed: 10.219 to] [added: 10.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)[62](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm) [to] the Registrant's Form 10-K that was filed with the Commission [removed: on February 24, 2022.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1021912312021.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm) [March 1](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)[, 202](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)[3](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)[.](https://www.sec.gov/Archives/edgar/data/922621/000092262122000013/ex-1022512312021.htm)] | | |

| [removed: 10.24*] [added: 10.20*] | | | | | | [Erie Insurance Group Retirement Plan for Employees (As Amended and Restated Effective December 31, [removed: 2014),] [added: 2022),] dated [removed: December 18, 2015.] [added: June 19, 2023.] Such exhibit is incorporated by reference to Exhibit [removed: 10.162] [added: 10.4] to the [removed: Registrant’s] [added: Registrant's] Form [removed: 10-K] [added: 10-Q] that was filed with the Commission on [removed: February 25, 2016.](https://www.sec.gov/Archives/edgar/data/922621/000092262116000067/ex-1016212312015.htm)] [added: July 27, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000017/ex-10406302023.htm)] | | |

| [removed: 10.25*] [added: 10.22*] | | | | | | [removed: [First Amendment to] [added: [Supplemental Retirement Plan for Certain Members of the] Erie Insurance Group Retirement Plan for Employees [removed: (As Amended] [added: (Amended] and Restated [removed: Effective December 31, 2014),] [added: as of January 1, 2023),] dated [removed: September 12, 2016.] [added: August 15, 2023.] Such exhibit is incorporated by reference to Exhibit [removed: 10.4] [added: 10.1] to the [removed: Registrant’s] [added: Registrant's] Form 10-Q that was filed with the Commission on October [removed: 27, 2016.](https://www.sec.gov/Archives/edgar/data/922621/000092262116000113/ex-10409302016.htm)] [added: 26, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000022/ex-10109302023.htm)] | | |

| [removed: 10.26*] [added: 10.23*] | | | | | | [removed: [Second Amendment to Erie] [added: [Erie] Insurance Group [removed: Retirement] [added: Employee Savings] Plan [removed: for Employees] (As Amended and Restated Effective [removed: December 31, 2014),] [added: as of January 1, 2023),] dated [removed: September 12, 2016.] [added: June 19, 2023.] Such exhibit is incorporated by reference to Exhibit [removed: 10.5] [added: 10.3] to the [removed: Registrant’s] [added: Registrant's] Form 10-Q that was filed with the Commission on [removed: October] [added: July] 27, [removed: 2016.](https://www.sec.gov/Archives/edgar/data/922621/000092262116000113/ex-10509302016.htm)] [added: 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000017/ex-10306302023.htm)] | | |

| [removed: 10.27*] [added: 10.27] | | | | | | [Third Amendment to [added: Credit Agreement by and between] Erie [removed: Insurance Group Retirement Plan for Employees (As Amended] [added: Indemnity Company] and [removed: Restated Effective December 31, 2014),] [added: PNC Bank, National Association,] dated [removed: December 22, 2016.] [added: as of November 13, 2018.] Such exhibit is incorporated by reference to Exhibit [removed: 10.178] [added: 10.1] to the [removed: Registrant’s] [added: Registrant's] Form [removed: 10-K] [added: 8-K] that was filed with the Commission on [removed: February 23, 2017.](https://www.sec.gov/Archives/edgar/data/922621/000092262117000008/ex-1017812312016.htm)] [added: November 14, 2018.](https://www.sec.gov/Archives/edgar/data/922621/000092262118000053/ex-10111132018.htm)] | | |

| [removed: 10.28*] [added: 10.21+*] | | | | | | [removed: [Fourth] [added: [First] Amendment to Erie Insurance Group Retirement Plan for Employees (As Amended and Restated Effective December 31, [removed: 2014),] [added: 2022),] dated December [removed: 20, 2017. Such exhibit is incorporated by reference to Exhibit 10.186 to the Registrant’s Form 10-K that was filed with the Commission on February 22, 2018.](https://www.sec.gov/Archives/edgar/data/922621/000092262118000016/ex-1018612312017.htm)] [added: 19, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262124000006/ex-102112312023.htm)] | | |

| [removed: 10.29*] [added: 10.25] | | | | | | [removed: [Fifth] [added: [First] Amendment to [added: Credit Agreement by and between] Erie [removed: Insurance Group Retirement Plan for Employees (As Amended] [added: Indemnity Company] and [removed: Restated Effective December 31, 2014),] [added: PNC Bank, National Association,] dated [added: as of] December [removed: 20, 2018.] [added: 13, 2016.] Such exhibit is incorporated by reference to Exhibit [removed: 10.194] [added: 10.1] to the Registrant's Form [removed: 10-K] [added: 8-K] that was filed with the Commission on [removed: February 21, 2019.](https://www.sec.gov/Archives/edgar/data/922621/000092262119000008/ex-1019412312018.htm)] [added: January 24, 2018.](https://www.sec.gov/Archives/edgar/data/922621/000092262118000008/ex-10101222018.htm)] | | |

| [removed: 10.30*] [added: 10.30] | | | | | | [removed: [Sixth Amendment to Erie Insurance Group Retirement Plan for Employees (As Amended] [added: [Credit Agreement among PNC Bank, National Association, as Administrative Agent; the Lenders named therein;] and [removed: Restated Effective December 31, 2014),] [added: Erie Indemnity Company,] dated [removed: September 3, 2019.] [added: October 29, 2021.] Such exhibit is incorporated by reference to Exhibit 10.1 to the [removed: Registrant’s] [added: Registrant's] Form [removed: 10-Q] [added: 8-K] that was filed with the Commission on [removed: October 24, 2019.](https://www.sec.gov/Archives/edgar/data/922621/000092262119000038/ex-10109302019.htm)] [added: November 4, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000052/ex-10110292021.htm)] | | |

| [removed: 10.35*] [added: 14.1] | | | | | | [removed: [Eleventh Amendment to Erie Insurance Group Retirement Plan for Employees (As Amended and Restated Effective December 31, 2014), dated July 7, 2021.] [added: [Code of Conduct.] Such exhibit is incorporated by reference to Exhibit [removed: 10.1] [added: 14.1] to the [removed: Registrant’s] [added: Registrant's] Form [removed: 10-Q] [added: 8-K] that was filed with the Commission on October [removed: 28, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000048/ex-10109302021.htm)] [added: 26, 2023.](https://www.sec.gov/Archives/edgar/data/922621/000092262123000021/eriecodeofconduct.htm)] | | |

| [removed: 10.38*] [added: 10.26] | | | | | | [Second Amendment to [removed: Supplemental Retirement Plan for Certain Members of the] [added: Credit Agreement by and between] Erie [removed: Insurance Group Retirement Plan for Employees (Amended] [added: Indemnity Company] and [removed: Restated] [added: PNC Bank, National Association, dated] as of January [removed: 1, 2009), dated December 24, 2020.] [added: 22, 2018.] Such exhibit is incorporated by reference to Exhibit [removed: 10.208] [added: 10.2] to the [removed: Registrant’s] [added: Registrant's] Form [removed: 10-K] [added: 8-K] that was filed with the Commission on [removed: February 25, 2021.](https://www.sec.gov/Archives/edgar/data/922621/000092262121000010/ex-1020812312020.htm)] [added: January 24, 2018.](https://www.sec.gov/Archives/edgar/data/922621/000092262118000008/ex-10201222018.htm)] | | |