ERIE FAMILY LIFE INSURANCE CO
10-Q, 1995-10-30
LIFE INSURANCE
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For quarter ended September 30, 1995

Commission file number 2-39458


                          ERIE FAMILY LIFE INSURANCE COMPANY
            (Exact name of registrant as specified in its charter)

             PENNSYLVANIA                                   25-1186315
  (State or other jurisdiction of                      (I.R.S. Employer
  incorporation or organization)                      Identification No.)


100 Erie Insurance Place, Erie, Pennsylvania                      16530
  (Address of principal executive offices)                     (Zip Code)

                             (814) 870-2000
          Registrant's telephone number, including area code


                                             Not applicable
Former  name,  former  address and former  fiscal  year,  if changed  since last
report.

    Indicate  by check mark  whether  the  registrant  (1) has filed all reports
    required to be filed by Section 13 or 15(d) of the  Securities  Exchange Act
    of 1934 during the preceding 12 months (or for such shorter periods that the
    registrant was required to file such  reports),  and (2) has been subject to
    such filing requirements for the past 90 days. Yes X No ___

    Indicate the number of shares  outstanding of each of the issurer's  classes
    of common stock, as of the latest practical date.

    Common Stock, $1.10 Par Value -- 3,150,000 shares as of October 31, 1995

    The common  stock is the only  class of stock the  Registrant  is  presently
authorized to issue.

                                            1
<PAGE>


                                      INDEX

                       ERIE FAMILY LIFE INSURANCE COMPANY


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

    Balance Sheets--September 30, 1995 and December 31, 1994

    Statements of  Income--Three  months ended September 30, 1995 and 1994, nine
    months ended September 30, 1995 and 1994

    Statements of Changes in Cash Flows--nine months ended September 30, 1995
    and 1994

    Notes to Financial Statements--September 30, 1995

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations


PART II. OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits and Reports on Form 8-K

SIGNATURES

                                            2
<PAGE>


Part I.  Financial Information
                         BALANCE SHEETS
                                        September 30,   December 31,
ASSETS                                      1995           1994
                                        (Unaudited)
Investments:
   Fixed Maturities:
     Held-to-Maturity, at amortized cost
      (fair value of $154,214,817 and
       $142,544,015, respectively)     $156,426,443    $160,445,072
     Available-for-Sale, at fair value
      (amortized cost of $229,391,365
       and $180,281,163, respectively)  242,522,114     175,851,865
   Equity Securities, at fair value
    (cost of $125,294,834 and
    $116,380,818, respectively)         129,114,572     108,361,616
   Real Estate                            1,821,957       1,898,628
   Policy Loans                           3,556,100       3,181,311
   Mortgage Loans on Real Estate          7,081,946       7,633,399
   Other Invested Assets                  3,602,474       2,257,143

     Total Investments                 $544,125,606    $459,629,034

Cash including short-term cash
 investments of $11,735,136
 and $7,262,914, respectively            10,544,222       6,559,213
Premiums Receivable                       2,421,387       2,300,721
Reinsurance Receivable                      375,251         312,249
Other Receivables                           392,980         261,578
Accrued Investment Income                 9,742,736       8,388,301
Deferred Policy Acquisition Costs        49,138,940      44,951,795
Reserve Credit For Reinsurance Ceded      3,914,065       3,385,623
Prepaid Federal Income Taxes                      0         851,320
Other Assets                              2,040,077       1,992,298

     Total Assets                      $622,695,264    $528,632,132


See notes to financial statements.

                                            3
<PAGE>


                                 BALANCE SHEETS
                                         September 30,    December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY         1995            1994
                                         (Unaudited)
Liabilities:
   Policy Liabilities and Accruals:
     Future Life Policy Benefits       $ 47,425,501    $ 44,050,175
     Policy and Contract Claims             683,844         797,485
     Annuity Deposits                   388,101,145     341,242,154
     Universal Life Deposits             43,194,778      36,107,402
   Supplementary Contracts Not
     Including Life Contingencies           840,742         767,456
   Other Policyholder Funds               3,138,549       6,352,476
   Current Federal Income Tax               282,779               0
   Deferred Federal Income Tax           14,256,690       2,897,964
   Reinsurance Premium Due                  217,706         193,135
   Accounts Payable and
     Accrued Liabilities                  3,960,767       4,131,617
   Due to Affiliate                         661,077       1,236,687

     Total Liabilities                 $502,763,578    $437,776,551

Stockholders' Equity:
   Common Stock, $1.10 Par Value Per Share;
   Authorized 5,000,000 Shares;
   3,150,000 Shares Issued
   And Outstanding                     $  3,465,000    $  3,465,000
   Additional Paid-In Capital               945,000         945,000
   Net Unrealized Appreciation
     (Depreciation) on Investment
     Securities, net of Deferred
     Taxes of $5,932,670 And
     ($4,356,975), respectively          11,017,817      (8,091,525)
   Retained Earnings                    104,503,869      94,537,106

     Net Stockholders' Equity          $119,931,686    $ 90,855,581

  Total Liabilities and Stockholders'
       Equity                          $622,695,264    $528,632,132



See notes to financial statements.

                                            4
<PAGE>


                         STATEMENTS OF INCOME (Unaudited)
<TABLE>
<CAPTION>

                                          Three Months Ended                Nine Months Ended
                                             September 30,                    September 30,
                                         1995           1994              1995           1994
<S>                                 <C>             <C>              <C>             <C>

Revenues:
  Policy:
  Life Premiums, net of premiums
    ceded of $745,847, $731,943,
    $2,192,838 and $2,065,602,
    respectively                    $ 6,620,756     $ 5,967,818      $19,183,841     $17,177,456
  Group                                 574,419         467,473        1,748,359       1,357,718
Total Policy Revenues               $ 7,195,175     $ 6,435,291      $20,932,200     $18,535,174

Investment Income, Net of Expenses
  of $96,558, $75,960, $285,701
  and $234,494 respectively          10,465,117       9,087,090       30,509,963      26,043,491
Realized Gain on Investment           4,690,581       1,063,897        6,006,298       4,666,488
Other Income                            386,776         355,490        1,159,373       1,108,362
    Total Revenues                  $22,737,649     $16,941,768      $58,607,834     $50,353,515

Benefits and Expenses:
  Death Benefits, net of reinsurance
    recoveries of $411,521,
    $52,271, $905,961 and
    $691,778 respectively             1,711,884         523,192        5,909,477       2,674,440
  Interest on Annuity Deposits        5,925,301       4,813,993       17,127,396      13,680,713
  Interest on Universal Life Deposits   661,424         518,393        1,902,364       1,403,555
  Surrender and Other Benefits          235,312         259,299          806,959         832,328
  Increase in Liability for Future
    Life Policy Benefits, net of
    the increase in reserve credit
    for reinsurance ceded of
    $200,038, $250,917, $528,442
    and $690,130 respectively           979,292         599,087        2,846,884       1,970,696
  Amortization of Deferred Policy
    Acquisition Costs                   481,446         531,002        1,212,483       1,357,225
  Commissions                           725,244         504,664        2,081,545       1,489,672
  General Expenses                    1,491,922       1,414,016        4,563,721       4,504,035
  Taxes, Licenses and Fees              513,977         386,466        2,756,789       2,323,920
    Total Benefits and Expenses     $12,725,802     $ 9,550,112      $39,207,618     $30,236,584

Income From Operations               10,011,847       7,391,656       19,400,216      20,116,931

Federal Income Tax
  Current                             2,640,871       2,577,026        5,151,372       6,395,629
  Deferred                              434,921         183,012        1,069,081         868,156
    Total Federal Income Tax          3,075,792       2,760,038        6,220,453       7,263,785

Net Income                          $ 6,936,055     $ 4,631,618      $13,179,763     $12,853,146


Net Income Per Share                $      2.20     $      1.47      $      4.18     $      4.08


Dividends Declared Per Share        $       .34     $       .30      $      1.02     $       .90

</TABLE>

                                            5
<PAGE>


                 Statements of Changes in Cash Flows (Unaudited)

                                        Nine Months Ended     Nine Months Ended
                                       September 30, 1995    September 30, 1994

Cash flows from operating activities:
Net income                               $ 13,179,763           $ 12,853,146
Adjustments to reconcile net income
  to net cash provided by operating
  activities:
    Net amortization of bond and mortgage
      premium and discount                     97,508                 34,736
    Amortization of deferred policy
      acquisition costs                     1,212,483              1,357,225
    Real Estate Depreciation                   76,671                 77,850
    Deferred federal income taxes           1,069,081                868,156
    Realized gains on investments          (6,006,298)            (4,666,488)
    Increase in other assets                  (47,779)              (494,967)
    (Increase) decrease in
      other receivables                      (131,402)                64,089
    Increase in premium receivable           (120,666)              (126,604)
    Increase in reinsurance receivable
      and reserve credits                    (591,444)              (553,201)
   Increase in accrued investment income   (1,354,435)            (1,498,975)
   Increase in deferred policy
     acquisition costs                     (5,399,628)            (5,747,461)
   Increase in future policy
     benefits and claims                    3,261,685              2,523,315
   (Decrease) increase in other
     policyholder funds                    (3,213,927)               889,582
   Increase in reinsurance premium due         24,571                143,170
   Decrease in accounts payable
     and accrued liabilities and
     due to affiliate                        (872,460)              (121,007)
   Increase in current Federal
     income taxes                           1,134,099                982,069
Net cash provided by operating
   activities                            $  2,317,822           $  6,584,635

                                            6
<PAGE>


           Statements of Changes in Cash Flows--Continued (Unaudited)

                                        Nine Months Ended     Nine Months Ended
                                       September 30, 1995    September 30, 1994

Cash flows from investing activities:
    Fixed Maturity Securities:
    Held-to-Maturity:
      Maturities                         $  3,906,728           $  6,206,223
      Sales                                         0                      0
      Purchases                                     0            (40,754,128)
    Available-for-Sale:
      Maturities                            1,548,146              3,030,154
      Sales                                40,382,164             32,312,174
      Purchases                           (89,247,603)           (69,138,472)
    Equity Securities:
      Sales                                16,421,802             14,229,631
      Purchases                           (21,109,082)           (20,656,456)
    Loans made to policyholders              (751,650)              (641,015)
    Payments received on policy loans         376,861                337,062
    Purchase of other invested assets      (1,425,662)              (905,599)
    Sale of other invested assets              80,331              6,133,816
    Purchase of mortgage loans                      0             (2,000,000)
    Principal payments received
      on mortgage loans                       552,499              4,515,036
  Net cash used in investing activities  $(49,265,466)          $(67,331,574)

Cash flows from financing activities:
    Increase in annuity and supplementary
      contract deposits                  $ 46,932,277           $ 40,571,982
    Increase in Universal Life Deposits     7,087,376              6,114,963
    Borrowed Money                                  0              3,413,271
    Dividends paid to stockholders         (3,087,000)            (2,756,253)
Net cash provided by financing
     activities                          $ 50,932,653           $ 47,343,963
Net increase (decrease) in cash and cash
  equivalents                               3,985,009            (13,402,976)
Cash and cash equivalents at
  beginning of year                         6,559,213             14,800,790
Cash and cash equivalents at
  end of quarter                         $ 10,544,222           $  1,397,814


Supplemental  disclosures  of cash flow  information:
Cash paid during the year for:
    Interest                             $        632           $     25,998
    Income taxes                            4,017,273              5,954,181

                                            7
<PAGE>


NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTE A -- BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting  principles for interim financial information
and with  the  instructions  to Form  10-Q and  Rule  10-01 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of management,  all adjustments  (consisting of normal  recurring
accruals)  considered  necessary  for a fair  presentation  have been  included.
Operating  results for the nine month  period ended  September  30, 1995 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1995. For further  information,  refer to the financial  statements
and footnotes  thereto  included in the Company's annual report on Form 10-K for
the year ended December 31, 1994

NOTE B -- RECLASSIFICATIONS

Certain amounts as previously  reported have been reclassified to conform to the
current year's presentation.

NOTE C -- INVESTMENTS

The total  invested  assets  of the  Company  consist  of  investments  in fixed
maturities,  preferred  stock,  common stock,  real estate,  mortgage and policy
loans and other invested assets.  At September 30, 1995, 73.3% of total invested
assets were invested in fixed  maturities.  Preferred  stocks represent 22.5% or
$122.6  million  and  common  stocks  represent  1.2% or $6.5  million  of total
invested assets at September 30, 1995, while real estate and mortgage loans make
up only 1.6% of total invested assets. Mortgage loan and real estate investments
have the potential for higher  returns but also carry more risk,  including less
liquidity  and  greater  uncertainty  of  rate  of  return.  Consequently  these
investments have been kept to a minimum.

The Company's  fixed  maturities at September 30, 1995 consist of investments in
bonds of $397  million  and  investments  in  redeemable  preferred  stock of $2
million.  It is the Company's  objective that the fixed maturity portfolio be of
very high quality and well diversified  within each market sector. The portfolio
is conservatively  managed with the goal of achieving  reasonable  returns while
limiting  exposure to risk.  At September  30, 1995 the carrying  value of fixed
maturities was $398,948,557, or 73.3% of total invested assets. At September 30,
1995, the amortized cost,  estimated market value, gross unrealized gains, gross
unrealized losses, and carrying value for fixed maturities were as follows:

                           Fixed Maturities at 9-30-95
                                   (thousands)
<TABLE>
<CAPTION>

                                                         Gross          Gross
                              Amortized     Market     Unrealized     Unrealized   Carrying
                                 Cost       Values       Gains          Losses      Value
<S>                           <C>         <C>           <C>            <C>          <C>

U.S. Treasury & Agency        $  6,123    $  6,663      $    540       $      0     $  6,663
Mortgage-Backed Certificates       464         491            28              1          464
Industrial & Miscellaneous     220,656     228,306         9,747          2,097      229,525
Public Utilities               104,825     106,273         2,607          1,159      107,040
Political Subdivision            3,008       3,319           311              0        3,248
Special Revenue                 50,742      51,685         2,023          1,080       52,009
Total Fixed Maturities        $385,818    $396,737      $ 15,256       $  4,337     $398,949

</TABLE>
                                            8
<PAGE>


NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The  bond  investments  included  in the  fixed  maturity  category  consist  of
high-quality,  marketable securities,  98.9% or $392 million of which, are rated
at   investment   grade   levels   (Baa/BBB   or   better).   Included  in  this
investment-grade  category  are $271  million of bonds  characterized  as of the
"highest" quality or "Class 1" securities as defined by the National Association
of Insurance  Commissioners  (NAIC).  Below investment- grade bonds totaled $4.5
million at September 30, 1995 and are a very  manageable  0.8% of total invested
assets.  None of the bonds included in the below  investment-grade  category are
considered   "low"  quality.   All  of  the   securities   classified  as  below
investment-grade are current and in good standing. Generally, the fixed maturity
securities in the Company's portfolio are rated by external rating agencies.  If
not externally  rated,  they are rated by the Company on a basis consistent with
the basis used by the rating agencies.

If management  determines that any declines in market value of these investments
are other than temporary,  the securities will be written-down to the realizable
value of the investment and reflected in the income  statement.  If a bond is in
default of  interest  payments  and it is  determined  that  liquidation  of the
security would be in the Company's  best interest,  the security will be sold to
return the proceeds to income producing assets.

At September 30, 1995, the Company's five largest  investments in corporate debt
securities  totaled  $26,879,219,  none  of  which  individually  exceeded  $6.2
million. These investments had a market value of $27.8 million.

In  compliance  with  "Accounting  for  Certain  Investments  in Debt and Equity
Securities  (FAS 115)," the Company has  classified  60.8% of its fixed maturity
portfolio as  available-for-sale at September 30, 1995. Management believes this
level of available-for-sale securities is sufficient for the Company to meet its
liquidity needs and provides the flexibility  necessary to respond to changes in
the securities markets.  Securities classified as available-for-sale are carried
at market  value with  unrealized  gains and losses  included  in  stockholders'
equity. Fixed maturities classified as held-to-maturity are carried at the lower
of cost or market  value.  The  held-to-maturity  category  includes  only fixed
maturities  which  management  has both the positive  intent and ability to hold
until maturity.

Equity  securities  consist of common and preferred  stocks which are carried on
the balance  sheet at current  market value.  At September 30, 1995,  common and
preferred  stock held by the  Company  had a cost of  $125,294,834  and a market
value of  $129,114,572,  representing an unrealized gain of $3,819,738.  As with
the held-to-maturity portfolio, the Company's preferred stock portfolio provides
a source of highly  predictable  current  income that is very  competitive  with
high-grade  bonds.  These  securities  are well  diversified  within each market
sector  and  support  the  investment  return  provided  to  Policyholders.  The
preferred  stocks are of very  high-quality and extremely  marketable,  95.0% or
$116.5  million of which are of the "highest" or "high"  quality,  as defined by
the NAIC.  The remaining  $6.1 million of preferred  stocks have a "medium" NAIC
rating.  There are no preferred  stocks in the Company's  portfolio rated in the
"low," "lowest," or "in or near default" quality  categories  established by the
NAIC.

                                            9
<PAGE>


NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (Continued)

                            Equity Securities, 9-30-95
                                   (thousands)
                                                        Gross        Gross
                                           Market    Unrealized   Unrealized
                                 Cost      Value        Gains        Losses

Common Stocks
  Banks & Insurance           $    181   $    333     $    152     $      0
  Industrial & Miscellaneous     4,691      6,151        1,673          213
Preferred Stocks
  Public Utilities               1,273      1,286           13            0
  Banks & Insurance             76,905     78,098        2,135          942
  Industrial & Miscellaneous    42,245     43,247        1,928          926
Total Equity Securities       $125,295   $129,115     $  5,901     $  2,081

Real  estate  investments  are  carried  on the  balance  sheet  at  cost,  less
allowances for depreciation and possible  losses.  Commercial  mortgage loans on
real estate are carried at their unpaid  balances,  adjusted for amortization of
premium or discount,  less allowances for possible loan losses. Policy loans are
carried at their unpaid balances.

The fair values of the Company's  investments  in real estate,  mortgage  loans,
policy loans, and other invested  assets,  approximate the book values presented
in the financial statements.

At  September  30, 1995,  the Company did not own any derivatives.

                                            10
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATION

The following  discussion and analysis  should be read in  conjunction  with the
financial  statements  and related notes found on pages 3 through 10, since they
contain  important  information  that is helpful  in  evaluating  the  Company's
operating results and financial condition.

OVERVIEW

Erie  Family  Life  Insurance  Company  (the  Company)  is  incorporated  in the
Commonwealth of Pennsylvania.  The Company is primarily  engaged in the business
of underwriting and selling nonparticipating individual and group life insurance
policies,  including  universal life, and annuity products.  The Company markets
its products through  independent Agents and is licensed in eleven states in the
Eastern U.S. and is subject to the  supervision  and regulation of the states in
which it does business.  A large portion of the Company's business is written in
Pennsylvania.

Net income increased to $6,936,055,  or $2.20 per share, in the third quarter of
1995 from  $4,631,618  or $1.47 per  share,  in the third  quarter  of 1994,  an
increase of 50%. The increase in non-recurring realized gains on investment from
$1,063,897  in the third  quarter of 1994 to  $4,690,581 in the third quarter of
1995 was the primary  reason for the increase in net income.  Operating  results
remained strong as total policy revenue grew by 12% to $7,195,175 in the current
period.  Investment  income net of expenses  grew by 15% from  $9,087,090 in the
third quarter of 1994 to $10,465,117 in the third quarter of 1995.

REVENUES, BENEFITS, AND EXPENSES

Policy Revenues.  Total policy revenues increased 12% to $7,195,175 in the third
quarter  of 1995 from  $6,435,291  in the third  quarter of 1994.  Renewal  life
policy  revenues rose 15% to $5,749,333  from  $4,989,125  while first year life
policy  revenues  remained  stable at  $1,445,842  in the third  quarter of 1995
compared  to  $1,446,166  in the third  quarter of 1994.  New policy  production
remained strong, but did not match the sales records set in the third quarter of
1994 which were bolstered by the Company's  participation  in the Erie Insurance
Group travel incentive program, "TravelQuest '95."

Deposits.  First  year and  single  universal  life and  annuity  deposits  were
$11,463,800 in the third quarter of 1995 and $12,730,601 in the third quarter of
1994, representing a decrease of 10.0%. Included in these amounts are structured
settlement  annuities  sold  to  the  Erie  Insurance  Group   property/casualty
affiliate  companies  which totaled  $6,396,124 in the third quarter of 1995 and
$1,872,336  in the third  quarter of 1994.  Also  included in these  amounts are
annuity  contracts  purchased by the Erie Insurance  Group  Retirement  Plan for
employees  which totaled  $27,037 in the third quarter of 1995 and $4,353,723 in
the third quarter of 1994.

Net Investment  Income.  Net investment  income in the third quarter of 1995 was
$10,465,117  compared to $9,087,090 in the third quarter of 1994, an increase of
15%.  Fueling  the  growth in  investment  income was the  Company's  cash flows
generated from annuity and universal life deposits and operating income.

Realized  Gain on  Investment.  During the third  quarter of 1995,  the  Company
generated  realized  gains  of  $4,690,581,  compared  to  gains  of  $1,063,897
generated  during the same period in 1994. These gains consisted of gains on the
sale and maturity of securities.

                                            11
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATION (Continued)

Death Benefits.  Net death benefits on life insurance policies increased 227% in
the third  quarter of 1995 to  $1,711,884,  compared to  $523,192,  for the same
period in 1994.  Death  benefit  experience  should be  analyzed  for  long-term
trends,  rather than over short periods where unusual fluctuations may influence
the  results.  This is  particularly  true for a company the size of Erie Family
Life, which is growing rapidly. The Company's mortality experience has been good
over the past  several  years and the  Company  believes  that its  underwriting
philosophy and practices are sound.

Interest on Annuity and Universal  Life  Deposits.  Interest on deposits held by
the Company for  Policyholders  rose 24% from $5,332,386 in the third quarter of
1994 to $6,586,725  in the third  quarter of 1995.  This increase was due to the
$77 million in deposits made by Policyholders  during the 12-month period ending
September 30, 1995. At September 30, 1995,  annuity deposits  accruing  interest
were $388  million  and  universal  life  deposits  accruing  interest  were $43
million.  During the third  quarter  of 1995,  the  interest  rate  credited  on
universal life and annuity  deposits  remained  unchanged.  The current interest
rate  credited on universal  life  deposits is in the 6.50% to 7.25% range while
the rate credited on annuity deposits is in the 5.35% to 6.25% range.

Commissions.  Commissions increased $220,580 to $725,244 in the third quarter of
1995.  Most of this  commission  increase was due to an increase in total policy
revenues  of 12% along with an  increase in the  average  commission  rate.  The
average commission rate increased due to an increase in persistency for policies
in their second  policy year.  Second year renewal  commission  rates are higher
than third and  subsequent  year  commission  rates and increases in second year
persistency  will  result in an increase in the  average  commission  rate.  The
commission costs, which vary with and are primarily related to the production of
new  business,  have been  deferred.  These costs are being  amortized  over the
premium paying period of the related  policies in proportion to the ratio of the
annual premium revenue to the total anticipated premium revenue.

General Expenses.  General expenses amount to $1,491,922 in the third quarter of
1995  compared  to  $1,414,016  for the same  period in 1994.  The  increase  in
operating  expense was due primarily to an increase in data processing  expense.
Offsetting  this  increase  in  operating  expense  was a decrease  in  employee
salaries  and wages.  The  increase  in data  processing  expense was due to 
increased networking charges from the Company's Data Sharing system.  The Data
Sharing system electronically links the Agents with the Company. This technology
provides entry of applications at the agency level, expedites underwriting, and
enhances the Company's ability to communicate with the agency force. The
decrease in  employee  salaries  and wages was  caused by a change in the salary
and wage expense being deferred.  The deferred policy  acquisition  costs now
include the bonuses  paid to  branch  sales  employees,  which is  directly
related  to the production  of new  business.  These  costs will be  amortized
over the premium paying  period of the related  policies  sold, in proportion to
the ratio of the annual  premium  revenue to the total  anticipated  premium
revenue  from these policies.

                                            12
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATION (Continued)


Taxes,  Licenses,  and Fees.  Taxes,  licenses  and fees  increased  $127,511 to
$513,977 in the third quarter of 1995.  Increased  non-qualified  deposit volume
resulted in higher  non-qualified  annuity  premium taxes, in the third quarter.
The Pennsylvania non-qualified annuity tax increased the Company's premium taxes
by $193,000  in the third  quarter of 1995 and  $103,000 in the third quarter of
1994.  On June 30, 1995  Pennsylvania  Act 21-1995 was signed into law. This law
repeals the tax on non-qualified annuities beginning January 1, 1996.

Certain  operating  expenses  of the  Company  are  paid by an  affiliate,  Erie
Indemnity Company and reimbursed monthly by the Company.  Erie Indemnity Company
is a Pennsylvania  business  corporation  and serves as the attorney in fact for
the Erie Insurance  Exchange,  a Pennsylvania  reciprocal  property and casualty
insurer,  and also  manages  property and casualty  insurance  subsidiaries  and
affiliates which collectively operate as the Erie Insurance Group. Additionally,
a portion  of the  common  overhead  expenses  of the Erie  Insurance  Group are
allocated  to the  Company.  These  expenses  comprise  the  majority of Company
general expenses.

Federal  Income  Tax.  Federal  Income  Tax in the  third  quarter  amounted  to
$3,075,792  compared  to  $2,760,038  for the same  period in 1994.  Income from
operations  increased by 35% for the third  quarter of 1995 when compared to the
third quarter of 1994, while the Federal Income Tax provision  increased by only
11% for the same period.  This  difference  was caused by the prior year Federal
Income Tax provision being adjusted to actual.  This adjustment caused the third
quarter 1995 Federal Income Tax provision to decrease by $425,000 and the third
quarter 1994 Federal Income Tax provision to increase by $123,000. Without these
adjustments,  the federal  income tax provision  would have increased by 33% for
the third quarter of 1995.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is a measure of the  Company's  ability to secure  enough cash to meet
its contractual obligations and operating needs.  Generally,  insurance premiums
and deposits are collected prior to claims and benefit  disbursements  and these
funds  are  invested  to  provide  necessary  cash  flows in future  years.  The
Company's  major sources of cash from  operations are life  insurance  premiums,
annuity and universal life deposits and investment income. The net positive cash
flow is used to fund Company commitments and to build the investment  portfolio,
thereby  increasing  future investment  returns.  Net cash provided by operating
activities  in the  first  nine  months  of 1995  was  $2,317,822,  compared  to
$6,584,635 in the first nine months of 1994.  The Company's  liquidity  position
remains  strong as invested  assets grew by $29 million during the third quarter
of 1995 to $544 million at September 30, 1995.

                                            13
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATION (Continued)


Premium  from the sale of new  policies  combined  with the  premium on existing
policies accounted for approximately 31.6% of total revenue in the third quarter
of 1995  and  38.0%  for the same  period  in 1994.  Investment  income,  net of
expenses,  generated  46.0% of total  revenue  in 1995 and  53.6% in 1994.  Also
during the third quarter,  the Company had a realized gain on investments  which
generated 20.6% of total revenue in 1995 and 6.3% in 1994.

Annuity  and  universal  life  deposits,  which do not  appear as revenue on the
financial  statements,  also  generate  cash.  These  deposits  do not involve a
mortality or morbidity  risk and are accounted  for using methods  applicable to
comparable   "interest-bearing   obligations"   of  other  types  of   financial
institutions.  This method of accounting  records deposits as a liability rather
than as a revenue.  Annuity and universal life deposits were  $14,697,756 in the
third quarter of 1995 and $15,941,642 in the third quarter of 1994.

The Company's current commitments for expenditures as of September 30, 1995, are
primarily for policy death benefits, policy surrenders and withdrawals,  general
operating expenses,  federal income taxes, and dividends to stockholders.  These
commitments  are met by cash flows from policy  revenue,  annuity and  universal
life  deposits and  investment  income.  Management  believes its cash flow from
operations,  its liquid assets and marketable  securities and its line of credit
with PNC Bank will enable the Company to meet any foreseeable cash requirements.
At September 30, 1995,  the  Company's  line of credit with PNC Bank totaled $10
million, none of which was outstanding.

As a Pennsylvania  domiciled insurance company, the Company may pay dividends to
stockholders  within the preceding 12 months of not more than the greater of 10%
of its statutory  surplus as regards  policyholders  as shown on its last annual
statement,  or the  statutory  net  gain  from  operations  after  dividends  to
policyholders  and Federal income taxes and before  realized gains or losses for
the period covered by such statement.  Accordingly,  the maximum dividend payout
which may be made in 1995  without  prior  Pennsylvania  Insurance  Commissioner
approval is $8,679,000.

The Company's 1994 year-end Risk Based Capital Analysis as reflected in its 1994
statutory  annual  statement  shows total adjusted  capital of  $56,336,358  and
authorized control level risk based capital of $9,722,708.
These results demonstrate a strong capital position for the Company.

FINANCIAL CONDITION

RESERVE LIABILITIES

The Company's primary commitment is its obligation to meet the payment of future
benefits  under the terms of its life insurance and annuity  contracts.  To meet
these future obligations,  the Company establishes life insurance reserves based
upon the type of  policy,  the age of the  insured,  and the number of years the
policy has been in force.  The Company also  establishes  annuity and  universal
life reserves  based on the amount of  Policyholder  deposits  (less  applicable
policy charges) plus interest  earned on those deposits.  On September 30, 1995,
there was no material  difference  between the carrying  value and fair value of
the  Company's  investment-type  policies.  These  life  insurance  and  annuity
reserves  are  supported  primarily  by the  Company's  long-term,  fixed-income
investments  because the  underlying  policy  reserves are  generally  also of a
long-term nature.

                                            14
<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATION (Continued)


INVESTMENTS

The Company's  investment  strategies and portfolios are structured to match the
features of the life  insurance and annuity  products  sold by the Company.  The
Company's   annuities  and  life  insurance  policies  are  long-term  products,
therefore  the  Company's  investment  strategy  takes a  long-term  perspective
emphasizing  investment  quality,   diversification,   and  superior  investment
returns.  The  Company's  investments  are  prudently  managed on a total return
approach that focuses on current income and capital appreciation.

The Company's invested assets are also exceptionally liquid in order to meet the
short and long-term commitments to our Policyholders. At September 30, 1995, the
Company's investment portfolio of cash and money market investments,  investment
grade bonds,  common stocks,  and preferred  stocks,  all of which are extremely
marketable,  totaled  $539  million or 86.5% of total  assets.  These  resources
provide the liquidity the Company requires to meet the unforeseen demands on its
funds.

                                            15
<PAGE>


Part II.  Other Information


Item 4. Submission of Matters to a Vote of Security Holders

None


Item 6. Exhibits and Reports on Form 8-K

Exhibit 27 - Financial Data Schedule

All other exhibits for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable, and therefore, have been omitted.

The Company did not file any reports on Form 8-K during the  three-month  period
ending September 30, 1995.







                                    SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                      Erie Family Life Insurance Company
                                                  (Registrant)

Date        October 27, 1995                /s/ John M. Petersen
                                   (John M. Petersen, President & CEO)

                                             /s/ Thomas M. Sider
                              (Thomas M. Sider, Executive Vice President & CFO)

 
                                            16

<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
SEPTEMBER 30, 1995 FORM 10-Q OF THE ERIE FAMILY LIFE INSURANCE COMPANY
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<CIK> 0000033416
<NAME> ERIE FAMILY LIFE INSURANCE COMPANY
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   9-MOS                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1994
<PERIOD-END>                               SEP-30-1995             SEP-30-1994
<DEBT-HELD-FOR-SALE>                       242,522,114                       0
<DEBT-CARRYING-VALUE>                      156,426,443                       0
<DEBT-MARKET-VALUE>                        154,214,817                       0
<EQUITIES>                                 129,114,572                       0
<MORTGAGE>                                   7,081,946                       0
<REAL-ESTATE>                                1,821,957                       0
<TOTAL-INVEST>                             544,125,606                       0
<CASH>                                      10,544,222                       0
<RECOVER-REINSURE>                             375,251                       0
<DEFERRED-ACQUISITION>                      49,138,940                       0
<TOTAL-ASSETS>                             622,695,264                       0
<POLICY-LOSSES>                            479,562,166                       0
<UNEARNED-PREMIUMS>                            147,578                       0
<POLICY-OTHER>                                 683,844                       0
<POLICY-HOLDER-FUNDS>                        3,138,549                       0
<NOTES-PAYABLE>                                      0                       0
<COMMON>                                     4,410,000                       0
                                0                       0
                                          0                       0
<OTHER-SE>                                 115,521,686                       0
<TOTAL-LIABILITY-AND-EQUITY>               622,695,264                       0
                                  20,932,200              18,535,174
<INVESTMENT-INCOME>                         30,509,963              26,043,491
<INVESTMENT-GAINS>                           6,006,298               4,666,488
<OTHER-INCOME>                               1,159,373               1,108,362
<BENEFITS>                                  28,593,080              20,561,732
<UNDERWRITING-AMORTIZATION>                  1,212,483               1,357,225
<UNDERWRITING-OTHER>                         9,402,055               8,317,627
<INCOME-PRETAX>                             19,400,216              20,116,931
<INCOME-TAX>                                 6,220,453               7,263,785
<INCOME-CONTINUING>                         13,179,763              12,853,146
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                13,179,763              12,853,146
<EPS-PRIMARY>                                     4.18                    4.08
<EPS-DILUTED>                                     4.18                    4.08

<RESERVE-OPEN>                                       0                       0
<PROVISION-CURRENT>                                  0                       0
<PROVISION-PRIOR>                                    0                       0
<PAYMENTS-CURRENT>                                   0                       0
<PAYMENTS-PRIOR>                                     0                       0
<RESERVE-CLOSE>                                      0                       0
<CUMULATIVE-DEFICIENCY>                              0                       0
        

</TABLE>


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