ERIE FAMILY LIFE INSURANCE CO
10-Q, 1996-08-06
LIFE INSURANCE
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                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C.  20549

                               FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1996

                                 OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______ to ______

                      Commission file number 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)

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

        Yes  X        No ___


Indicate the number of shares outstanding of each of the Registrant's classes of
common stock,  as of the latest  practicable  date:  9,450,000  shares of Common
Stock outstanding on July 31, 1996.



                                       1

<PAGE>



                                          INDEX

                             ERIE FAMILY LIFE INSURANCE COMPANY


PART I. FINANCIAL INFORMATION

Item 1.        Financial Statements (Unaudited)

        Balance Sheets--June 30, 1996 and December 31, 1995

        Statements  of  Income--Three  months ended June 30, 1996 and 1995, six
          months ended June 30, 1996 and 1995

        Statements of Changes in Cash Flows--six months ended June 30, 1996
          and 1995

        Notes to Financial Statements--June 30, 1996

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


PART II. OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K

SIGNATURES


                                       2

<PAGE>



Part I.  Financial Information
                        STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
                                                                             June 30,                   December 31,
ASSETS                                                                         1996                         1995
                                                                           ------------                 ------------
                                                                           (Unaudited)
<S>                                                                  <C>                          <C>

Investments:
      Fixed Maturities, at fair value
        (amortized cost of $452,381,979
        and $401,771,542, respectively)                              $         450,154,404        $         426,381,008
      Equity Securities, at fair value
        (cost of $126,223,457 and $125,763,874,
        respectively)                                                          128,009,929                  126,324,721
      Real Estate                                                                1,753,195                    1,796,395
      Policy Loans                                                               4,020,563                    3,694,530
      Mortgage Loans on Real Estate                                              8,238,208                    7,062,742
      Other Invested Assets                                                      6,711,669                    4,165,721
                                                                     ---------------------        ---------------------

        Total Investments                                            $         598,887,968        $         569,425,117

Cash, including short-term investments of
   $11,592,200 and $35,230,606, respectively                                     9,136,468                   34,847,347
Premiums Receivable                                                              2,645,457                    2,701,578
Reinsurance Recoverable                                                            993,792                      265,514
Other Receivables                                                                  267,038                      254,674
Accrued Investment Income                                                        9,938,215                    9,044,136
Deferred Policy Acquisition Costs                                               54,311,561                   50,762,292
Reserve Credit For Reinsurance Ceded                                             3,782,077                    3,484,190
Prepaid Federal Income Tax                                                         186,807                            0
Other Assets                                                                     2,374,405                    3,009,313
                                                                     ---------------------        ---------------------

        Total Assets                                                 $         682,523,788        $         673,794,161
                                                                     ---------------------        ---------------------
</TABLE>


See notes to financial statements.


                                       3

<PAGE>


                           STATEMENTS OF FINANCIAL POSITION
<TABLE>
<CAPTION>
                                                                              June 30,                   December 31,
LIABILITIES AND STOCKHOLDERS' EQUITY                                            1996                         1995
                                                                            ------------                 ------------  
                                                                             (Unaudited)
<S>                                                                  <C>                          <C>

Liabilities:
      Policy Liabilities and Accruals:
        Future Life Policy Benefits                                  $          51,030,570        $          48,768,739
        Policy and Contract Claims                                               1,668,258                      897,026
        Annuity Deposits                                                       429,252,034                  405,346,808
        Universal Life Deposits                                                 51,318,410                   45,971,842
        Supplementary Contracts Not
          Including Life Contingencies                                             829,161                      872,745
      Other Policyholder Funds                                                   2,315,163                    5,238,897
      Current Federal Income Tax                                                         0                      261,471
      Deferred Federal Income Tax                                                9,213,960                   16,979,255
      Reinsurance Premium Due                                                      166,246                      360,478
      Accounts Payable and Accrued Liabilities                                   2,963,093                    2,728,133
      Note Payable to Affiliate                                                 15,000,000                   15,000,000
      Due to Affiliate                                                             599,964                    1,392,365
      Dividends Payable                                                          2,362,504                    1,071,000
                                                                     ---------------------        ---------------------

        Total Liabilities                                            $         566,719,363        $         544,888,759
                                                                     ---------------------        ---------------------

Shareholders' Equity:
      Common Stock, $.40 Par Value Per Share;
      Authorized 15,000,000 Shares; 9,450,000
      Shares Issued And Outstanding (Note D)                         $           3,780,000        $           3,465,000
      Additional Paid-In Capital                                                   630,000                      945,000
      Net Unrealized Appreciation (Depreciation) on
        Investment Securities, net of
        Deferred Taxes Benefit of $154,386 and
        Deferred Tax of $8,809,609, respectively                                  (286,717)                  16,360,704
      Retained Earnings                                                        111,681,142                  108,134,698
                                                                     ---------------------        ---------------------

        Net Shareholders' Equity                                     $         115,804,425        $         128,905,402
                                                                     ---------------------        ---------------------

        Total Liabilities and Shareholders'
          Equity                                                     $         682,523,788        $         673,794,161
                                                                     ---------------------        ---------------------

</TABLE>

See notes to financial statements.


                                       4

<PAGE>



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

                                                                Three Months Ended                        Six Months Ended
                                                                       June 30                                  June 30
                                                           --------------------------------          ----------------------------
                                                           1996                    1995              1996                   1995
<S>                                                    <C>                 <C>                  <C>                 <C>

Revenues:
  Policy:
  Life Premiums, net of premiums ceded of
    $855,925, $706,725, $1,553,830 and
    $1,446,991, respectively                           $     7,510,874     $      6,688,263     $    14,171,853     $    12,563,085
  Group                                                        474,511              578,396             981,034           1,173,940
                                                       ---------------     ----------------     ---------------     ---------------
Total Policy Revenues                                  $     7,985,385     $      7,266,659     $    15,152,887     $    13,737,025

Investment Income, Net of Expenses of
  $351,953, $94,828, $702,219 and
  $189,143, respectively                                    11,401,321           10,141,044          22,674,608          20,044,846
Realized Gain on Investment                                    762,305              776,767             772,627           1,315,717
Other Income                                                   515,313              399,200             854,623             772,597
                                                       ---------------     ----------------     ---------------     ---------------
    Total Revenues                                     $    20,664,324     $     18,583,670     $    39,454,745     $    35,870,185
                                                       ---------------     ----------------     ---------------     ---------------

Benefits and Expenses:
  Death Benefits, net of reinsurance
    recoveries of $1,041,816, $17,232,
    $1,386,479 and $494,440, respectively                    2,093,802            2,364,483           5,058,679           4,197,593
  Interest on Annuity Deposits                               6,179,451            5,576,817          12,594,410          11,202,095
  Interest on Universal Life Deposits                          755,779              650,713           1,496,899           1,240,940
  Surrender and Other Benefits                                 299,051              308,001             581,476             571,647
  Increase in Liability for Future Life Policy
    Benefits, net of the increase in reserve
    credit for reinsurance ceded of $170,431,
    $182,422,  $297,887 and $328,404, respectively           1,073,958              868,578           1,963,944           1,867,592
  Amortization of Deferred Policy
     Acquisition Costs                                         763,222               27,799           1,388,029             731,037
  Commissions                                                  850,860              739,310           1,537,257           1,356,301
  General Expenses                                           1,305,059            1,841,632           2,912,715           3,071,799
  Taxes, Licenses and Fees                                     351,236            1,406,548             704,733           2,242,812
                                                       ---------------     ----------------     ---------------     ---------------
    Total Benefits and Expenses                        $    13,672,418     $     13,783,881     $    28,238,142     $    26,481,816
                                                       ---------------     ----------------     ---------------     ---------------

Income From Operations                                       6,991,906            4,799,789          11,216,603           9,388,369

Federal Income Tax
  Current                                                    1,915,273              764,159           2,927,704           2,510,501
  Deferred                                                     665,239              877,681           1,198,699             634,160
                                                       ---------------     ----------------     ---------------     ---------------
    Total Federal Income Tax                                 2,580,512            1,641,840           4,126,403           3,144,661
                                                       ---------------     ----------------     ---------------     ---------------

Net Income                                             $     4,411,394     $      3,157,949     $     7,090,200     $     6,243,708
                                                       ---------------     ----------------     ---------------     ---------------


Net Income Per Share (Note D)                          $           .47     $            .33     $           .75     $           .66
                                                       ---------------     ----------------     ---------------     ---------------


Dividends Declared Per Share (Note D & E)              $           .25     $           .113     $          .375     $          .227
                                                       ---------------     ----------------     ---------------     ---------------
</TABLE>


                                       5

<PAGE>



                            Statements of Cash Flows (Unaudited)
<TABLE>
<CAPTION>

                                                                           Six Months Ended             Six Months Ended
                                                                             June 30, 1996               June 30, 1995
                                                                           ------------------           -----------------
<S>                                                                        <C>                          <C>

Cash flows from operating activities:
Net income                                                                 $        7,090,200           $       6,243,708
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Net amortization of bond and mortgage
      premium and discount                                                            141,408                      61,979
    Amortization of deferred policy acquisition
      costs                                                                         1,388,029                     731,037
    Real Estate Depreciation                                                           43,200                      51,114
    Deferred federal income taxes                                                   1,198,699                     634,160
    Realized gains on investments                                                    (772,627)                 (1,315,717)
    Decrease (Increase) in other assets                                               634,908                     (56,336)
    Decrease (Increase) in other receivables                                          (12,364)                    106,803
    Decrease (Increase) in premium receivable                                          56,121                        (792)
    Increase in reinsurance recoverable
      and reserve credits                                                          (1,026,165)                    (48,831)
    Increase in accrued investment income                                            (894,079)                   (114,364)
    Increase in deferred policy acquisition
      costs                                                                        (4,937,298)                 (3,572,409)
    Increase in future policy benefits and claims                                   3,033,063                   2,343,746
    Decrease in other policyholder funds                                           (2,923,734)                 (2,288,837)
    Decrease in reinsurance premium due                                              (194,232)                    (43,283)
    Decrease in accounts payable and accrued
      liabilities and due to affiliate                                               (557,441)                 (1,338,473)
    Decrease in Federal income taxes currently payable                               (448,278)                 (1,227,732)
                                                                           ------------------           -----------------
        Net cash provided by operating
          activities                                                                1,819,410                     165,773
                                                                           ------------------           -----------------

Cash flows from investing activities:
    Fixed Maturity Securities:
    Held-to-Maturity:
      Maturities                                                           $                0           $         647,659
      Sales                                                                                 0                           0
      Purchases                                                                             0                           0
    Available-for-Sale:
      Maturities                                                                   11,946,698                     853,029
      Sales                                                                        12,962,200                  31,280,894
      Purchases                                                                   (75,664,630)                (46,839,026)
    Equity Securities:
      Sales                                                                        10,396,371                   5,596,106
      Purchases                                                                   (10,182,008)                (15,156,682)
    Loans made to policyholders                                                      (646,908)                   (555,760)
    Payments received on policy loans                                                 320,875                     264,899
    Purchase of other invested assets                                              (2,836,640)                 (1,425,662)
    Sale of other invested assets                                                     220,693                      51,000
    Purchase of mortgage loans                                                     (1,968,775)                          0
    Principal payments received on mortgage
      loans                                                                           965,877                     533,677
                                                                           ------------------           -----------------
        Net cash used in investing activities                                     (54,486,247)                (24,749,866)
                                                                           ------------------           -----------------
</TABLE>

                                       6

<PAGE>



                       Statements of Cash Flows--Continued (Unaudited)
<TABLE>
<CAPTION>
                                                                           Six Months Ended             Six Months Ended
                                                                              June 30, 1996                June 30, 1995
                                                                           ------------------           -----------------
<S>                                                                        <C>                          <C>

Cash flows from financing activities:
    Increase in annuity and supplementary
      contract deposits                                                            23,861,642                  33,327,265
    Increase in Universal Life Deposits                                             5,346,568                   4,674,778
    Dividends paid to shareholders                                                 (2,252,252)                 (2,016,000)
                                                                           ------------------           -----------------
        Net cash provided by financing
          activities                                                       $       26,955,958           $      35,986,043
                                                                           ------------------           -----------------
Net increase (decrease) in cash and
   short-term cash investments                                                    (25,710,879)                 11,401,950
   Cash and short-term cash investments at
   beginning of year                                                               34,847,347                   6,559,213
                                                                           ------------------           -----------------
   Cash and short-term cash investments at
   end of quarter                                                          $        9,136,468           $      17,961,163
                                                                           ------------------           -----------------


Supplemental  disclosures  of cash flow  information:
  Cash paid during the year for:
    Interest                                                               $          483,750           $               0
    Income taxes                                                                    3,375,983                   3,738,234
</TABLE>

                                       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  six  month  period  ended  June  30,  1996  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1996. 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, 1995.

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 June 30,  1996,  75.2% of total  invested
assets were invested in fixed  maturities.  Preferred  stocks represent 19.2% or
$114.9  million  and  common  stocks  represent  2.2% or $13.1  million of total
invested  assets at June 30, 1996,  while real estate and mortgage loans make up
only 1.7% 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 June 30, 1996 consist of investments in bonds
of $448 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 June  30,  1996  the  carrying  value of fixed
maturities  was  $450,154,404,  or 75.2% of total invested  assets.  At June 30,
1996, the amortized cost,  carrying/market  value,  gross  unrealized  gains and
gross unrealized losses for fixed maturities were as follows:

                                           Fixed Maturities at 6-30-96
<TABLE>
<CAPTION>

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

U.S. Treasuries & Agency                      $         6,124,373   $         6,377,677   $         253,304  $               0
Mortgage-Backed Certificates                              401,110               416,411              15,336                 35
Industrial Miscellaneous                              294,905,701           294,199,748           6,551,156          7,257,109
Public Utilities                                      100,286,990            98,437,092           1,364,476          3,214,374
States & Political Subdivisions                         2,062,836             2,289,327             226,491                  0
Special Revenue                                        48,600,969            48,434,149           1,041,831          1,208,651
                                              -------------------   -------------------   -----------------  -----------------
Total Fixed Maturities                        $       452,381,979   $       450,154,404   $       9,452,594  $      11,680,169
</TABLE>


                                       8

<PAGE>



NOTES TO FINANCIAL STATEMENTS (UNAUDITED) (Continued)

The  bond  investments  included  in the  fixed  maturity  category  consist  of
high-quality, marketable securities, 99.2% or $444.5 million of which, are rated
at   investment   grade   levels   (Baa/BBB   or   better).   Included  in  this
investment-grade  category  are $266  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 $3.7
million  at June 30,  1996  and are a very  manageable  0.6% of  total  invested
assets.  One of the bonds  included in the below  investment-grade  category was
considered  "low"  quality at June 30, 1996. It had a market value and amortized
cost of $462,500. 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 June 30, 1996,  the  Company's  five largest  investments  in corporate  debt
securities  totaled  $30,788,584,  none  of  which  individually  exceeded  $6.7
million. These investments had a market value of $29.8 million.

In  compliance  with  "Accounting  for  Certain  Investments  in Debt and Equity
Securities  (FAS  115)," the Company has  classified  all of its fixed  maturity
portfolio as  available-for-sale  at June 30,  1996.  Management  believes  that
having all fixed  maturities  classified as  available-for-sale  securities will
allow the Company to meet its liquidity  needs and provide  greater  flexibility
for its investment managers to restructure the Company's investments in response
to changes in market conditions or strategic direction. Securities classified as
available-for-sale  are carried at market value with unrealized gains and losses
included in shareholders' equity.

Equity  securities  consist of common and preferred  stocks which are carried on
the  balance  sheet at  current  market  value.  At June 30,  1996,  common  and
preferred  stock held by the  Company  had a cost of  $126,223,457  and a market
value of  $128,009,929,  representing an unrealized gain of $1,786,472.  As with
the fixed 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,  96.8% or
$111.1  million of which are of the "highest" or "high"  quality,  as defined by
the NAIC.  The remaining  $3.7 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, 6-30-96
<TABLE>
<CAPTION>

                                                                                             Gross                   Gross
                                                                        Market             Unrealized             Unrealized
                                                  Cost                   Value               Gains                   Losses
<S>                                       <C>                   <C>                     <C>                   <C>

Common Stock
  Banks & Insurance                       $         1,212,800   $         1,195,625     $             0       $        17,175
  Industrial & Miscellaneous                       11,305,789            11,949,690             789,401               145,500
Preferred Stocks
  Public Utilities                                  5,273,282             4,979,712               6,430               300,000
  Banks & Insurance                                77,230,715            77,842,425           1,734,275             1,122,565
  Industrial & Miscellaneous                       31,200,871            32,042,477           1,294,982               453,376
                                          -------------------   -------------------     ---------------       ---------------
Total Equity Securities                   $       126,223,457   $       128,009,929     $     3,825,088       $     2,038,616

</TABLE>

Real estate  investments are carried on the statements of financial  position 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 June 30, 1996, the Company did not own any derivatives.


NOTE D - STOCK SPLIT

On May 1st a  common  stock  split  in the form of two  shares  for  each  share
outstanding   was  approved  by  the   Company's   shareholders   effective  for
shareholders  of record May 2,  1996.  The par value of each share of the common
stock was  changed  to $.40 per  share,  the  number of  authorized  shares  was
increased to 15,000,000  shares and the number of shares issued and  outstanding
was increased to  9,450,000.  All per share data in the  accompanying  financial
statements have been restated to reflect this change.


NOTE E - DIVIDENDS DECLARED

On May 1, 1996 and June 17, 1996, the Board of Directors of the Company approved
the second  and third  quarter  dividends  totaling  $.25 per share.  The second
quarter dividend of $.125 per share was paid on July 1, 1996, to shareholders of
record as of June 20, 1996.  The third quarter  dividend of $.125 per share will
be paid on October 1, 1996 to shareholders of record as of September 20, 1996.

                                       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 and the
District of Columbia 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 $4,411,394,  or $.47 per share, in the second quarter of
1996 from  $3,157,949  or $.33 per  share,  in the second  quarter  of 1995,  an
increase of 40%.  Reduced  operating  expenses and a decrease in death  benefits
were the primary  reasons for the  increase  in net  income.  Operating  results
continued to be strong as total policy  revenue grew by 10% to $7,985,385 in the
current period.  Investment  income net of expenses grew by 12% from $10,141,044
in the second quarter of 1995 to $11,401,321 in the second quarter of 1996.

REVENUES, BENEFITS, AND EXPENSES

Policy  Revenues.  Total policy  revenues  increased  9.9% to  $7,985,385 in the
second quarter of 1996 from  $7,266,659 in the second quarter of 1995.  Included
in these totals are first year life policy  revenues of $1,640,924 in the second
quarter of 1996 and  $1,414,885  in the second  quarter of 1995,  an increase of
16.0%.  This growth in first year policy revenues was bolstered by the Company's
participation in the Erie Insurance Group travel incentive program,  "California
Dreamin'." This  multi-line  promotion  offers  successful ERIE Agents a trip to
Palm Springs,  California  in early 1997. A minimum level of life  production is
required to qualify.

Group policy  revenues  decreased from $578,396 in the second quarter of 1995 to
$474,511 in the second  quarter of 1996.  The 1995 group policy  revenue  amount
included  $128,000 in annuity  loads on  structured  settlement  premiums.  This
annuity  load was  charged to pay the 2% annuity  premium  tax on  non-qualified
annuities.  Effective  January 1, 1996, the  Pennsylvania  tax on  non-qualified
annuities  was  repealed.  In  response  to  this  tax  change,  the 2%  load on
structured settlement premium has been discontinued by the Company.

Deposits.  First  year and  single  universal  life and  annuity  deposits  were
$11,287,614 in the second quarter of 1996 and  $17,729,768 in the second quarter
of  1995,  representing  a  decrease  of 36%.  Included  in  these  amounts  are
structured   settlement   annuities   sold   to   the   Erie   Insurance   Group
property/casualty  affiliate  companies  which totaled  $3,138,433 in the second
quarter of 1996 and $6,399,251 in the second quarter of 1995.

Net Investment  Income.  Net investment income in the second quarter of 1996 was
$11,401,321  compared to  $10,141,044 in the second quarter of 1995, an increase
of 12.4%.  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 second  quarter of 1996,  the Company
generated  realized gains on investments of $762,305.  During the second quarter
of 1995,  the Company had  realized  gains on  investments  of  $776,767.  These
amounts consisted of gains from the sale 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 decreased 11% in
the second quarter of 1996 to $2,093,802,  compared to $2,364,483,  for the same
period in 1995. Death benefit  experience must 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 extremely
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 11% from $6,227,530 in the second quarter of
1995 to $6,935,230 in the second  quarter of 1996.  This increase was due to the
$72 million in deposits made by Policyholders  during the 12-month period ending
June 30, 1996. At June 30, 1996,  annuity deposits  accruing  interest were $429
million and universal life deposits accruing  interest were $51 million.  During
the second  quarter of 1996,  the interest rate  credited on universal  life and
annuity  deposits  remained  unchanged.  The current  interest  rate credited on
universal  life  deposits is in the 6.25% to 7.00% range while the rate credited
on annuity deposits is in the 5.00% to 5.75% range.

Amortization of Deferred Policy  Acquisition  Costs (DPAC).  The amortization of
deferred policy  acquisition costs totaled $27,799 in the second quarter of 1995
and $763,222 in the second quarter of 1996.  This decrease in the second quarter
of 1995  reflects the  adjustment of the  estimated  actual-to-expected  expense
ratio  used in  calculating  the DPAC.  During  the  second  quarter of 1995 the
actual-to-expected  ratio of deferred policy  acquisition  costs was adjusted to
better reflect the additional  salaries and wages expense being deferred for the
first time.

Commissions. Commissions increased $111,550 to $850,860 in the second quarter of
1996. Most of this commission  increase was due to an increase in renewal policy
revenues  of 11% 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 $1,305,059 in the second quarter of
1996  compared to  $1,841,632  for the same period in 1995.  The majority of the
decrease in general  expenses was due to decreases in data  processing  expense.
This decrease was caused by substantially  lower computer time charges and lower
systems  development and maintenance  costs.  General expenses include wages and
salaries,  Employee benefits,  data processing expenses,  occupancy expenses and
other office and general administrative expenses of the Company. Certain general
expenses of the  Company  are  deferred  as policy  acquisition  costs.  Medical
inspection and exam fees related to new business production, wages, salaries and
Employee  benefits of underwriting  personnel,  and bonuses paid to branch sales
Employees  for the  production of life and annuity  business,  are all deferred.
Deferred  acquisition  costs are 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.

Certain operating expenses of the Company are paid by Erie Indemnity Company and
reimbursed  monthly  by the  Company.  Additionally,  a  portion  of the  common
overhead expenses of the Erie Insurance Group are allocated to Erie Family Life.
These expenses comprise the majority of Company general expenses. Erie Indemnity
Company is a 21.6  percent  shareholder  of Erie Family Life  Insurance  Company
stock and the management company for the Erie Insurance Exchange.

Taxes, Licenses, and Fees.  Taxes, licenses and fees decreased $1,055,312 to
$351,236 in the second quarter of 1996.  Contributing to this decrease was the
repeal of the Pennsylvania tax on non-qualified annuities beginning January 1,
1996.  The Pennsylvania non-qualified annuity tax increased the Company's
premium taxes by $203,000 in the second quarter of 1995.

                                       12

<PAGE>

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


Also included in the taxes,  licenses and fees are assessments paid to the state
life insurance guaranty  associations.  These assessments totaled $18,000 in the
second quarter of 1996 and $873,000 in the second quarter of 1995.

The 1995 second quarter  assessment  issued by the Pennsylvania  Life and Health
Insurance Guaranty Association  (PLHIGA) was $854,000.  The 1996 assessment from
PLHIGA has not yet been issued but it is anticipated it will be issued  sometime
in the third quarter. At this time the amount of the assessment is not known.

Federal  Income  Tax.  Federal  Income Tax in the  second  quarter  amounted  to
$2,580,512  compared to  $1,641,840  for the same period in 1995.  The Company's
effective  federal income tax rates in 1996 and 1995 differ primarily due to the
recognition of, or limitations on, capital losses.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity is a measure of an entity'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
for the six months ended June 30, 1996 was $1,819,410,  compared to $165,773 for
the six months ended June 30, 1995.  The Company's  liquidity  position  remains
strong as invested  assets  grew by $29  million  during the first six months of
1996 to $599 million at June 30, 1996.

Premium  from the sale of new  policies  combined  with the  premium on existing
policies  accounted  for  approximately  38.6% of total  revenue  in the  second
quarter of 1996 and 39.1% for the same period in 1995. Investment income, net of
expenses, generated 55.2% of total revenue in 1996 and 54.6% in 1995.

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  $16,237,856 in the
second quarter of 1996 and $22,171,683 in the second quarter of 1995.

The Company's  current  commitments  for  expenditures  as of June 30, 1996, 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 June 30,  1996,  the  Company's  line of  credit  with PNC Bank  totaled  $10
million, none of which was outstanding.


                                       13

<PAGE>



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


The amount of dividends Erie Family Life, a Pennsylvania-domiciled life insurer,
can pay to its  shareholders  without  the prior  approval  of the  Pennsylvania
Insurance  Commissioner  is limited by statute to not more than the  greater of:
(a) 10 percent of its statutory surplus as regards  policyholders as reported on
its last annual  statement,  or (b) the net income of the insurer as reported on
its last annual statement, not including any pro rata distributions of any class
of the insurer's own securities.  Accordingly, the maximum dividend payout which
may be  made  in  1996  without  prior  Pennsylvania  Commissioner  approval  is
$9,373,000.

The Company's 1995 year-end Risk Based Capital Analysis as reflected in its 1995
statutory  annual  statement  shows total adjusted  capital of  $75,548,251  and
authorized  control  level risk  based  capital of  $10,608,713.  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 June 30, 1996, 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.

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 June 30, 1996,  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 $587 million or 86% of total assets. These resources provide
the liquidity the Company requires to meet the unforeseen demands on its funds.


"Safe Harbor"  Statement Under the Private  Securities  Litigation Reform Act of
1995:  Statements  contained herein expressing the beliefs of management such as
those contained in "Note C to the Financial  Statements",  the "Revenue Benefits
and Expenses - Death  Benefits",  the "Liquidity and Capital  Resources" and the
"Investments" sections hereof, and the other statements which are not historical
facts contained in this report are forward looking statements that involve risks
and uncertainties. These risks and uncertainties include but are not limited to:
legislative,  judicial,  and  regulatory  changes,  the  impact  of  competitive
products  and  pricing,   product   development,   geographic  spread  of  risk,
catastrophic  events,  better  (or  worse)  morbidity  rates,   fluctuations  of
securities markets, and technological difficulties and advancements.

                                       14

<PAGE>


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 June 30, 1996.









                                      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        August 5, 1996              /s/ Stephen A. Milne
                                  (Stephen A. Milne, President & CEO)

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


                                                                   16

<PAGE>




<TABLE> <S> <C>

<ARTICLE> 7
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
JUNE 30, 1996 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>                     
<PERIOD-TYPE>                   6-MOS                   
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<DEBT-HELD-FOR-SALE>                       450,154,404                       
<DEBT-CARRYING-VALUE>                                0                       
<DEBT-MARKET-VALUE>                                  0                       
<EQUITIES>                                 128,009,929                       
<MORTGAGE>                                   8,238,208                       
<REAL-ESTATE>                                1,753,195                       
<TOTAL-INVEST>                             598,887,968                       
<CASH>                                       9,136,468                      
<RECOVER-REINSURE>                             993,792                       
<DEFERRED-ACQUISITION>                      54,311,561                       
<TOTAL-ASSETS>                             682,523,788                       
<POLICY-LOSSES>                            532,430,175                       
<UNEARNED-PREMIUMS>                            125,187                       
<POLICY-OTHER>                               1,668,258                       
<POLICY-HOLDER-FUNDS>                        2,315,163                       
<NOTES-PAYABLE>                                      0                       
<COMMON>                                     4,410,000                       
                                0                       
                                          0                       
<OTHER-SE>                                 111,394,425                       
<TOTAL-LIABILITY-AND-EQUITY>               682,523,788                       
                                  15,152,887               
<INVESTMENT-INCOME>                         22,674,608               
<INVESTMENT-GAINS>                             772,627               
<OTHER-INCOME>                                 854,623               
<BENEFITS>                                  21,695,408               
<UNDERWRITING-AMORTIZATION>                  1,388,029               
<UNDERWRITING-OTHER>                         5,154,705               
<INCOME-PRETAX>                             11,216,603               
<INCOME-TAX>                                 4,126,403               
<INCOME-CONTINUING>                          7,090,200               
<DISCONTINUED>                                       0               
<EXTRAORDINARY>                                      0                       
<CHANGES>                                            0               
<NET-INCOME>                                 7,090,200               
<EPS-PRIMARY>                                      .75               
<EPS-DILUTED>                                      .75               
<RESERVE-OPEN>                                       0               
<PROVISION-CURRENT>                                  0               
<PROVISION-PRIOR>                                    0               
<PAYMENTS-CURRENT>                                   0               
<PAYMENTS-PRIOR>                                     0               
<RESERVE-CLOSE>                                      0               
<CUMULATIVE-DEFICIENCY>                              0               
<FN>
All per share data has been restated to reflect the common stock split approved
be the Company's stockholders on May 1, 1996.
</FN>
        

</TABLE>


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