The following discussion of financial condition and results of operations
highlights significant factors influencing Erie Indemnity Company ("Indemnity",
"we", "us", "our").  This discussion should be read in conjunction with the
historical financial statements and the related notes thereto included in Part
I, Item 1. "Financial Statements" of this Quarterly Report on Form 10-Q, and
with Item 7. "Management's Discussion and Analysis of Financial Condition and
Results of Operations" for the year ended December 31, 2021, as contained in our
Annual Report on Form 10-K filed with the Securities and Exchange Commission on
February 24, 2022.


INDEX

                                                                  Page Number

  Cautionary Statement Regarding Forward-Looking Information           22

  Operating Overview                                                   23
  Results of Operations                                                26

  Financial Condition                                                  32

  Liquidity and Capital Resources                                      33

  Critical Accounting Estimates                                        35



CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION



"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995:
Statements contained herein that are not historical fact are forward-looking
statements and, as such, are subject to risks and uncertainties that could cause
actual events and results to differ, perhaps materially, from those discussed
herein.  Forward-looking statements relate to future trends, events or results
and include, without limitation, statements and assumptions on which such
statements are based that are related to our plans, strategies, objectives,
expectations, intentions, and adequacy of resources.  Examples of
forward-looking statements are discussions relating to premium and investment
income, expenses, operating results, and compliance with contractual and
regulatory requirements.  Forward-looking statements are not guarantees of
future performance and involve risks and uncertainties that are difficult to
predict.  Therefore, actual outcomes and results may differ materially from what
is expressed or forecasted in such forward-looking statements.  Among the risks
and uncertainties, in addition to those set forth in our filings with the
Securities and Exchange Commission, that could cause actual results and future
events to differ from those set forth or contemplated in the forward-looking
statements include the following:
•dependence upon our relationship with the Erie Insurance Exchange ("Exchange")
and the management fee under the agreement with the subscribers at the Exchange;
•dependence upon our relationship with the Exchange and the growth of the
Exchange, including:
•general business and economic conditions;
•factors affecting insurance industry competition;
•dependence upon the independent agency system; and
•ability to maintain our reputation for customer service;
•dependence upon our relationship with the Exchange and the financial condition
of the Exchange, including:
•the Exchange's ability to maintain acceptable financial strength ratings;
•factors affecting the quality and liquidity of the Exchange's investment
portfolio;
•changes in government regulation of the insurance industry;
•litigation and regulatory actions;
•emergence of significant unexpected events, including pandemics;
•emerging claims and coverage issues in the industry; and
•severe weather conditions or other catastrophic losses, including terrorism;
•costs of providing policy issuance and renewal services to the Exchange under
the subscriber's agreement;
•ability to attract and retain talented management and employees;
•ability to ensure system availability and effectively manage technology
initiatives;
•difficulties with technology or data security breaches, including cyber
attacks;
•ability to maintain uninterrupted business operations;
•outcome of pending and potential litigation;
•factors affecting the quality and liquidity of our investment portfolio; and
•our ability to meet liquidity needs and access capital.
                                       22

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


OPERATING OVERVIEW

Overview


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

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

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

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

Our results of operations are tied to the growth and financial condition of the
Exchange as the Exchange is our sole customer, and our earnings are largely
generated from management fees based on the direct and affiliated assumed
premiums written by the Exchange. The Exchange generates revenue by insuring
preferred and standard risks, with personal lines comprising 70% of the 2021
direct and affiliated assumed written premiums and commercial lines comprising
the remaining 30%.  The principal personal lines products are private passenger
automobile and homeowners.  The principal commercial lines products are
commercial multi-peril, commercial automobile and workers compensation.

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Coronavirus ("COVID-19") pandemic
In March 2020, the outbreak of the coronavirus ("COVID-19") was declared a
global pandemic and pandemic conditions have influenced various economic
factors, including a more inflationary environment in recent months. As the
uncertainty resulting from the COVID-19 pandemic and subsequent resulting
conditions continues to evolve, the ultimate impact and duration remain
uncertain at this time.

While we were not required to close our physical locations under the state
mandated closure of nonessential services, out of concern for the health and
safety of our employees, over 90% of our workforce has been working remote since
March 2020. We have had no significant interruption to our core business
processes or systems to date. We have had no significant changes to our
financial close or reporting processes or related internal controls, nor do we
anticipate any significant future challenges at this time. We have a dedicated
team responsible for the development and implementation of a return to office
plan. We began a phased return of our workforce in April 2022 and expect to
continue reopening our offices over the next several months. Consistent with our
process from the beginning of the pandemic, we will prioritize the health and
safety of our employees and adjust when and where appropriate.

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Financial Overview

                                                                             Three months ended March 31,
(dollars in thousands, except per share data)                      2022              2021                % Change
                                                                        (Unaudited)

Operating income                                               $  84,312          $ 76,095              10.8     %
Total investment income                                            3,009            17,988             (83.3)
Interest expense                                                     999             1,009              (1.0)
Other income (expense)                                               473              (519)                   NM
Income before income taxes                                        86,795            92,555              (6.2)
Income tax expense                                                18,176            18,989              (4.3)
Net income                                                     $  68,619          $ 73,566              (6.7)    %
Net income per share - diluted                                 $    1.31          $   1.41              (6.7)    %


NM = not meaningful


Operating income increased in the first quarter of 2022, compared to the first
quarter of 2021, as growth in operating revenue outpaced the growth in operating
expenses. Management fee revenue for policy issuance and renewal services
increased 7.1% to $488.0 million in the first quarter of 2022. Management fee
revenue is based upon the management fee rate we charge and the direct and
affiliated assumed premiums written by the Exchange. The management fee rate was
25% for both 2022 and 2021. The direct and affiliated assumed premiums written
by the Exchange increased 7.0% to $2.0 billion in the first quarter of 2022,
compared to the same period in 2021.

Cost of operations for policy issuance and renewal services increased 6.0% to $424.5 million in the first quarter of 2022, compared to the same period in 2021, primarily due to higher commissions driven by direct and affiliated assumed written premium growth.



Management fee revenue for administrative services decreased 3.6% to $14.3
million in the first quarter of 2022, compared to the same period in 2021. The
administrative services reimbursement revenue and corresponding cost of
operations increased both total operating revenue and total operating expenses
by $163.3 million and $153.5 million in the first quarter of 2022 and 2021,
respectively, but had no net impact on operating income.

Total investment income decreased $15.0 million in the first quarter of 2022 compared to the same period in 2021, primarily due to net realized and unrealized investment losses in 2022 and a decrease in net investment income.




General Conditions and Trends Affecting Our Business
Economic conditions
Unfavorable changes in economic conditions, including declining consumer
confidence, inflation, high unemployment, and the threat of recession, among
others, may lead the Exchange's customers to modify coverage, not renew
policies, or even cancel policies, which could adversely affect the premium
revenue of the Exchange, and consequently our management fee.  The extent to
which economic conditions could impact the Exchange's operations and our
management fee was exacerbated with the COVID-19 pandemic. Further, pandemic
conditions have created an inflationary environment in recent months. In
particular, unanticipated increased inflation costs including medical cost
inflation, building material cost inflation, auto repair cost inflation, and
tort issues may impact estimated loss reserves and future premium rates of the
Exchange. The extent and duration of the impact to economic conditions remain
uncertain as the pandemic and subsequent resulting conditions continue to
evolve. If any of these items impacted the financial condition or operations of
the Exchange, it could have an impact on our financial results. See Financial
Condition and Liquidity and Capital Resources contained within this report, as
well as Part I. Item 1A. "Risk Factors" included in our Annual Report on Form
10-K for the fiscal year ended December 31, 2021 as filed with the Securities
and Exchange Commission on February 24, 2022 for a discussion of the potential
impacts to our operations or those of the Exchange, including pandemics.

Financial market volatility
Our portfolio of fixed maturity and equity security investments is subject to
market volatility especially in periods of instability in the worldwide
financial markets. Over time, net investment income could also be impacted by
volatility and by the general level of interest rates, which impact reinvested
cash flow from the portfolio and business operations. Depending upon market
conditions, which are unpredictable and remain uncertain, considerable
fluctuation could exist in the fair value of our investment portfolio and
reported total investment income, which could have an adverse impact on our
financial condition, results of operations, and cash flows. Although the
conditions of the COVID-19 pandemic appear to be improving, the recent conflict
between Russia and Ukraine has 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
due to the ongoing pandemic, the Russian/Ukraine war, and the resulting
conditions including inflationary pressures and rising interest rates.
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RESULTS OF OPERATIONS

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

The management fee is calculated by multiplying all direct and affiliated
assumed premiums written by the Exchange by the management fee rate, which is
determined by our Board of Directors at least annually.  The management fee rate
was set at 25%, the maximum rate, for both 2022 and 2021.  Changes in the
management fee rate can affect our revenue and net income significantly. The
transaction price, including management fee revenue and administrative service
reimbursement revenue, includes variable consideration and is allocated based on
the estimated standalone selling prices developed using industry information and
other available information for similar services. We update the transaction
price and the related allocation at least annually based upon the most recent
information available or more frequently if there have been significant changes
in any components considered in the transaction price. Our current transaction
price allocation review resulted in a minor change in the allocation percentages
between the two performance obligations. The change in allocation will not have
a material impact on our financial statements.

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



                                                                                 Three months ended March 31,
(dollars in thousands)                                                      2022             2021           % Change
                                                                            

(Unaudited)


Policy issuance and renewal services
Direct and affiliated assumed premiums written by the Exchange       $    2,010,197     $ 1,878,182        7.0     %
Management fee rate                                                            24.3   %        24.3  %
Management fee revenue                                                     

488,478 456,398 7.0 Change in estimate for management fee returned on cancelled policies (1)

                                                                            (486)           (680)      28.6

Management fee revenue - policy issuance and renewal services $ 487,992 $ 455,718 7.1 %



Administrative services
Direct and affiliated assumed premiums written by the Exchange       $    2,010,197     $ 1,878,182        7.0     %
Management fee rate                                                             0.7   %         0.7  %
Management fee revenue                                                       14,071          13,147        7.0
Change in contract liability (2)                                                238           1,707      (86.1)

Change in estimate for management fee returned on cancelled policies (1)

                                                                               4              (7)            NM

Management fee revenue - administrative services                             14,313          14,847       (3.6)
Administrative services reimbursement revenue                               163,327         153,533        6.4
Total revenue from administrative services                           $      177,640     $   168,380        5.5     %


NM = not meaningful

(1)A constraining estimate of variable consideration exists related to the potential for management fees to be returned if a policy were to be cancelled mid-term. Management fees are returned to the Exchange when policies are cancelled mid-term and unearned premiums are refunded.



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


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Direct and affiliated assumed premiums written by the Exchange
Direct and affiliated assumed premiums include premiums written directly by the
Exchange and premiums assumed from its wholly owned property and casualty
subsidiaries. Direct and affiliated assumed premiums written by the Exchange
increased 7.0% to $2.0 billion in the first quarter of 2022 compared to the
first quarter of 2021, primarily driven by increased homeowners and commercial
multi-peril premiums written.  Year-over-year policies in force for all lines of
business increased 3.1% in the first quarter of 2022 compared to 2.8% in the
first quarter of 2021.  The year-over-year average premium per policy for all
lines of business increased 1.5% at March 31, 2022 compared to a decrease of
1.5% at March 31, 2021. The year-over-year average premium per policy at March
31, 2021 was impacted by the rate reductions for personal and commercial auto
policies written between July 1, 2020 and March 31, 2021, in response to lower
driving activity as a result of the COVID-19 pandemic.

New business premiums increased 4.0% to $249 million in the first quarter of
2022 compared to the same period in 2021, primarily driven by increased premiums
written in the commercial multi-peril lines. Contributing to this change was a
6.3% increase in year-over-year average premium per policy on new business,
somewhat offset by a 4.7% decrease in new business policies written in the first
quarter of 2022. New business premiums increased 19.7% to $239 million in the
first quarter of 2021 compared to the same period in 2020 due primarily to
increased personal lines premiums written. In the first quarter of 2021, new
business policies written increased 22.4%, partially offset by a 5.8% decrease
in year-over-year average premium per policy.

Premiums generated from renewal business increased 7.5% to $1.8 billion in the
first quarter of 2022 compared to the first quarter of 2021 and decreased 0.5%
to $1.6 billion in the first quarter of 2021 compared to the first quarter of
2020.  Underlying the trend in renewal business premiums was a slight increase
in the policy retention ratio and a 0.9% increase in year-over-year average
premium per policy at March 31, 2022, compared to a 0.8% decrease in
year-over-year average premium per policy at March 31, 2021.

Personal lines - Total personal lines premiums written increased 5.6% to $1.3
billion in the first quarter of 2022, compared to 1.3% in the first quarter of
2021, driven by a 3.0% increase in total personal lines policies in force and a
0.5% increase in total personal lines year-over-year average premium per policy.

Commercial lines - Total commercial lines premiums written increased 10.0% to
$674 million in the first quarter of 2022, compared to 2.4% in the first quarter
of 2021, driven by a 3.8% increase in total commercial lines year-over-year
average premium per policy and a 3.4% increase in total commercial lines
policies in force.

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

Changes in premium levels attributable to the growth in policies in force and
rate changes directly affect the profitability of the Exchange and have a direct
bearing on our management fee. Future premiums could be impacted by changes
resulting from the COVID-19 pandemic, including potential regulatory changes and
inflationary trends, among others. Longer-term, increased driving activity may
result in future rate increases due to higher claims frequency and severity. See
also Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K
for the fiscal year ended December 31, 2021 as filed with the Securities and
Exchange Commission on February 24, 2022.


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Policy issuance and renewal services

                                                                                 Three months ended March 31,
(dollars in thousands)                                                    2022             2021             % Change
                                                                            

(Unaudited)


Management fee revenue - policy issuance and renewal services        $      487,992 $          455,718    7.1     %
Service agreement revenue                                                     6,478              6,079    6.6
                                                                            494,470            461,797    7.1
Cost of policy issuance and renewal services                                424,471            400,549    6.0
Operating income - policy issuance and renewal services              $       69,999 $           61,248   14.3     %




Policy issuance and renewal services
The management fee revenue allocated for providing policy issuance and renewal
services was 24.3% of the direct and affiliated assumed premiums written by the
Exchange for both three month periods ended March 31, 2022 and 2021.  This
portion of the management fee is recognized as revenue when the policy is issued
or renewed because it is at that time that the services we provide are
substantially complete and the executed insurance policy is transferred to the
customer.  The increase in management fee revenue for policy issuance and
renewal services was driven by the increase in the direct and affiliated assumed
premiums written by the Exchange discussed previously.

Service agreement revenue
Service agreement revenue primarily consists of service charges we collect from
subscribers/policyholders for providing multiple payment plans on policies
written by the Exchange and its property and casualty subsidiaries and also
includes late payment and policy reinstatement fees.  The service charges are
fixed dollar amounts per billed installment.  In July 2021, we began receiving
service agreement revenue from the Exchange for the use of shared office space.
The increase in service agreement revenue is due to the previously mentioned
agreement with the Exchange, somewhat offset by a decrease in service charges
from subscribers/policyholders due to the continued shift to payment plans that
do not incur service charges or offer a premium discount for certain payment
methods.

Cost of policy issuance and renewal services



                                                                                 Three months ended March 31,
(dollars in thousands)                                                    2022             2021             % Change
                                                                                (Unaudited)
Commissions:
Total commissions                                                    $      281,135 $          261,381    7.6     %
Non-commission expense:
Underwriting and policy processing                                   $       41,054 $           40,588    1.1     %
Information technology                                                       45,666             46,405   (1.6)
Sales and advertising                                                        12,725             10,943   16.3
Customer service                                                              8,347              8,798   (5.1)
Administrative and other                                                     35,544             32,434    9.6
Total non-commission expense                                                143,336            139,168    3.0
Total cost of policy issuance and renewal services                   $      424,471 $          400,549    6.0     %




Commissions - Commissions increased $19.8 million in the first quarter of 2022
compared to the same period in 2021, primarily driven by the growth in direct
and affiliated assumed written premium, primarily in lines of business that pay
a higher commission rate. The estimated agent incentive payouts at March 31,
2022 are based on actual underwriting results for the two prior years and
current year-to-date actual results and forecasted results for the remainder of
2022.

Non-commission expense - Non-commission expense increased $4.2 million in the first quarter of 2022 compared to the first quarter of 2021. Sales and advertising increased $1.8 million primarily due to agent related expenses. Administrative and other costs increased $3.1 million primarily due to an increase in professional fees compared to the same period in 2021.


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Administrative services

                                                                                Three months ended March 31,
(dollars in thousands)                                                    2022            2021             % Change
                                                                            

(Unaudited)


Management fee revenue - administrative services                     $       14,313 $          14,847   (3.6)    %
Administrative services reimbursement revenue                               163,327           153,533    6.4
Total revenue allocated to administrative services                          177,640           168,380    5.5
Administrative services expenses
Claims handling services                                                    142,496           132,470    7.6
Investment management services                                                9,891             9,714    1.8
Life management services                                                     10,940            11,349   (3.6)
Operating income - administrative services                           $       14,313 $          14,847   (3.6)    %




Administrative services
The management fee revenue allocated to administrative services was 0.7% of the
direct and affiliated assumed premiums written by the Exchange for both three
month periods ended March 31, 2022 and 2021. This portion of the management fee
is recognized as revenue over a four-year period representing the time over
which the services are provided. We also report reimbursed costs as revenues,
which are recognized monthly as services are provided. The administrative
services expenses we incur and the related reimbursements we receive are
recorded gross in the Statements of Operations.

Cost of administrative services
By virtue of its legal structure as a reciprocal insurer, the Exchange does not
have any employees or officers. Therefore, it enters into contractual
relationships by and through an attorney-in-fact. Indemnity serves as the
attorney-in-fact on behalf of the Exchange with respect to its administrative
services in accordance with the subscriber's agreement. The Exchange's insurance
subsidiaries also utilize Indemnity for these services in accordance with the
service agreements between each of the subsidiaries and Indemnity. The amounts
incurred for these services are reimbursed to Indemnity at cost in accordance
with the subscriber's agreement and the service agreements.  We record these
reimbursements due from the Exchange and its insurance subsidiaries as a
receivable.
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Total investment income
A summary of the results of our investment operations is as follows for the
three months ended March 31:

(dollars in thousands)                                                         2022               2021                     % Change
                                                                            

(Unaudited)


Net investment income                                                                $ 10,504            $ 17,097                 (38.6)   %
Net realized and unrealized investment (losses) gains                                  (7,279)                804                       NM
Net impairment (losses) recoveries recognized in earnings                                (216)                 87                       NM
Total investment income                                                              $  3,009            $ 17,988                 (83.3)   %


NM = not meaningful


Net investment income
Net investment income includes interest and dividends on our fixed maturity and
equity security portfolios and the results of our limited partnership
investments, net of investment expenses. Net investment income decreased $6.6
million in the first quarter of 2022, primarily due to equity in earnings of
limited partnerships of $2.8 million in 2022 compared to equity in earnings of
limited partnerships of $9.0 million in 2021.

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



(in thousands)                                                                 2022         2021
Securities sold:                                                       (Unaudited)
Available-for-sale securities                                               $ (2,080)     $ 1,483
Equity securities                                                               (280)        (289)
Equity securities change in fair value                                        (4,921)        (390)
Miscellaneous                                                                      2            0
Net realized and unrealized investment (losses) gains                       $ (7,279)     $   804

Net realized and unrealized losses during the first quarter of 2022 were primarily due to market value adjustments on equity securities and disposals of available-for-sale securities. Net realized and unrealized gains during the first quarter of 2021 were primarily due to disposals of available-for-sale securities.

Net impairment (losses) recoveries recognized in earnings Net impairment (losses) recoveries during the first quarter of 2022 and 2021 were primarily related to available-for-sale securities.


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Financial condition of Erie Insurance Exchange
Serving in the capacity of attorney-in-fact for the Exchange, we are dependent
on the growth and financial condition of the Exchange, who is our sole customer.
The strength of the Exchange and its wholly owned subsidiaries is rated annually
by A.M. Best Company through assessing its financial stability and ability to
pay claims. The ratings are generally based upon factors relevant to
policyholders and are not directed toward return to investors. The Exchange and
each of its property and casualty subsidiaries are rated A+ "Superior", the
second highest financial strength rating, which is assigned to companies that
have achieved superior overall performance when compared to the standards
established by A.M. Best and have a superior ability to meet obligations to
policyholders over the long term. On July 27, 2021, the outlook for the
financial strength rating was affirmed as stable. As of December 31, 2021, only
approximately 12% of insurance groups, in which the Exchange is included, are
rated A+ or higher.

The financial statements of the Exchange are prepared in accordance with
statutory accounting principles prescribed by the Commonwealth of Pennsylvania.
Financial statements prepared under statutory accounting principles focus on the
solvency of the insurer and generally provide a more conservative approach than
under U.S. generally accepted accounting principles. Statutory direct written
premiums of the Exchange and its wholly owned property and casualty subsidiaries
grew 7.0% to $2.0 billion in the first quarter of 2022 compared to the first
quarter of 2021. These premiums, along with investment income, are the major
sources of cash that support the operations of the Exchange. Policyholders'
surplus determined under statutory accounting principles was $11.5 billion at
March 31, 2022, $11.7 billion at December 31, 2021, and $11.3 billion at
March 31, 2021. The Exchange and its wholly owned property and casualty
subsidiaries' year-over-year policy retention ratio continues to be high at
90.3% at March 31, 2022, 90.1% at December 31, 2021 and 90.0% at March 31, 2021.

We have prepared our financial statements considering the financial strength of
the Exchange based on its A.M. Best rating and strong level of surplus. We are
monitoring risks related to the COVID-19 pandemic on an ongoing basis and
believe that the Exchange falls within defined risk tolerances. However, see
Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2021 as filed with the Securities and
Exchange Commission on February 24, 2022 for possible outcomes that could impact
that determination.

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FINANCIAL CONDITION

Investments

Our investment portfolio is managed with the objective of maximizing after-tax returns on a risk-adjusted basis. The following table presents the carrying value of our investments as of:




(dollars in thousands)         March 31, 2022       % to total      December 31, 2021       % to total
                                         (Unaudited)
Fixed maturities              $       923,320             83  %    $          946,085             83  %
Equity securities                      78,069              7                   87,743              8
Agent loans (1)                        69,342              6                   66,368              6
Other investments                      38,602              4                   36,846              3
Total investments             $     1,109,333            100  %    $        1,137,042            100  %

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




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

Fixed maturities are carried at fair value with unrealized gains and losses, net
of deferred taxes, included in shareholders' equity. Net unrealized losses on
fixed maturities, net of deferred taxes, totaled $20.7 million at March 31,
2022, compared to net unrealized gains of $6.2 million at December 31, 2021.

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



(in thousands)                                                                              March 31, 2022 (1)
                                                                                                                               Non-
                                                                                                                            investment             Fair
                                                   AAA                 AA                 A                 BBB                grade              value
                                                                                                (Unaudited)
Basic materials                                $       0          $       0          $   3,063          $       0          $    7,828          $  10,891
Communications                                         0              8,375              8,081             15,284              17,425             49,165
Consumer                                               0              3,034             15,720             68,428              41,642            128,824
Diversified                                            0                  0                  0                  0               1,408              1,408
Energy                                                 0              3,990              7,382             20,982               7,685             40,039
Financial                                              0                  0             79,322            127,830              17,691            224,843

Industrial                                             0                  0              9,466             15,426              25,324             50,216
Structured securities (2)                        122,348            181,012             26,518             14,779                   0            344,657
Technology                                         4,991                  0              5,512             21,130              14,484             46,117
U.S. Treasury                                          0                939                  0                  0                   0                939
Utilities                                              0                  0              3,536             18,077               4,608             26,221
Total                                          $ 127,339          $ 197,350          $ 158,600          $ 301,936          $  138,095          $ 923,320

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

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





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

The following table presents an analysis of the fair value of our equity
securities by sector as of:
(in thousands)           March 31, 2022       December 31, 2021
                           (Unaudited)

Consumer                $         3,089      $            3,314

Energy                            6,177                   6,448
Financial services               61,917                  71,722

Utilities                         6,886                   6,259
Total                   $        78,069      $           87,743


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LIQUIDITY AND CAPITAL RESOURCES

We continue to monitor the sufficiency of our liquidity and capital resources
given the potential impact of the ongoing COVID-19 pandemic and the
Russia/Ukraine war and resulting conditions, including rising interest rates and
inflationary costs. While we did not see a significant impact on our sources or
uses of cash in the first quarter of 2022, future disruptions in the markets
could occur which may affect our liquidity position. If our normal operating and
investing cash activities were to become insufficient to meet future funding
requirements, we believe we have sufficient access to liquidity through our cash
position, liquid marketable securities and our $100 million line of credit that
does not expire until October 2026. See broader discussions of potential risks
to our operations in the Operating Overview contained within this report and
Part I. Item 1A. "Risk Factors" included in our Annual Report on Form 10-K for
the fiscal year ended December 31, 2021 as filed with the Securities and
Exchange Commission on February 24, 2022.

Sources and Uses of Cash
Liquidity is a measure of a company's ability to generate sufficient cash flows
to meet the short- and long-term cash requirements of its business operations
and growth needs.  Our liquidity requirements have been met primarily by funds
generated from management fee revenue and income from investments.  Cash
provided from these sources is used primarily to fund the costs of our
management operations including commissions, salaries and wages, pension plans,
share repurchases, dividends to shareholders, the purchase and development of
information technology, and other capital expenditures.  We expect that our
operating cash needs will be met by funds generated from operations. Cash in
excess of our operating needs is primarily invested in investment grade fixed
maturities. As part of our liquidity review, we regularly evaluate our capital
needs based on current and projected results and consider the potential impacts
to our liquidity, borrowing capacity, financial covenants and capital
availability.

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

Cash flow activities
The following table provides condensed cash flow information for the three
months ended March 31:

(in thousands)                                       2022              2021
                                                 (Unaudited)       (Unaudited)

Net cash provided by operating activities $ 23,553 $ 33,482 Net cash used in investing activities

                (13,732)          

(10,828)


Net cash used in financing activities                (52,218)          

(48,702)

Net decrease in cash and cash equivalents $ (42,397) $ (26,048)






Net cash provided by operating activities was $23.6 million in the first three
months of 2022, compared to $33.5 million in the first three months of 2021.
Decreased cash provided by operating activities in the first three months of
2022 was primarily due to an increase in administrative services expenses paid
of $20.7 million, commissions paid to agents of $11.5 million and agent bonuses
paid of $11.0 million, partially offset by an increase in administrative service
reimbursements received of $36.2 million in the first quarter of 2022 compared
to the same period in 2021.

Net cash used in investing activities was $13.7 million in the first three
months of 2022, compared to $10.8 million in the same period in 2021. Net cash
used in investing activities in both periods was primarily driven by fixed asset
purchases, as proceeds from sales and maturities/calls of investments were
mostly offset by purchases of investments.

Net cash used in financing activities totaled $52.2 million in the first three
months of 2022, compared to $48.7 million in the first three months of 2021. The
increase in cash used in the first three months of 2022, compared to the same
period in 2021, was due to dividends paid to shareholders. We increased both our
Class A and Class B shareholder regular quarterly dividends by 7.2% for 2022,
compared to 2021. There are no regulatory restrictions on the payment of
dividends to our shareholders.

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Capital Outlook
We regularly prepare forecasts evaluating the current and future cash
requirements for both normal and extreme risk events, including the current
COVID-19 pandemic.  Should an extreme risk event result in a cash requirement
exceeding normal cash flows, we have the ability to meet our future funding
requirements through various alternatives available to us.

Outside of our normal operating and investing cash activities, future funding
requirements could be met through: 1) cash and cash equivalents, which total
approximately $141.3 million at March 31, 2022, 2) a $100 million bank revolving
line of credit, and 3) liquidation of unpledged assets held in our investment
portfolio, including preferred stock and investment grade bonds, which totaled
approximately $642.9 million at March 31, 2022.  Volatility in the financial
markets could impair our ability to sell certain fixed income securities or
cause such securities to sell at deep discounts.  Additionally, we have the
ability to curtail or modify discretionary cash outlays such as those related to
shareholder dividends and share repurchase activities.

As of March 31, 2022, we have access to a $100 million bank revolving line of
credit with a $25 million letter of credit sublimit that expires on October 29,
2026. As of March 31, 2022, a total of $99.1 million remains available under the
facility due to $0.9 million outstanding letters of credit, which reduce the
availability for letters of credit to $24.1 million.  We had no borrowings
outstanding on our line of credit as of March 31, 2022. Investments with a fair
value of $110.9 million were pledged as collateral on the line at March 31,
2022. The investments pledged as collateral have no trading restrictions and are
reported as available-for-sale securities and cash and cash equivalents in the
Statement of Financial Position.  The banks require compliance with certain
covenants, which include leverage ratios and debt restrictions.  We were in
compliance with our bank covenants at March 31, 2022.


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CRITICAL ACCOUNTING ESTIMATES

We make estimates and assumptions that have a significant effect on the amounts
and disclosures reported in the financial statements.  The most significant
estimates relate to investment valuation and retirement benefit plans for
employees.  While management believes its estimates are appropriate, the
ultimate amounts may differ from estimates provided.  Our most critical
accounting estimates are described in Item 7. "Management's Discussion and
Analysis of Financial Condition and Results of Operations" for the year ended
December 31, 2021 of our Annual Report on Form 10-K as filed with the Securities
and Exchange Commission on February 24, 2022.  See Part I, Item 1. "Financial
Statements - Note 5, Fair Value, of Notes to Financial Statements" contained
within this report for additional information on our valuation of investments.

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