ERIE FAMILY LIFE INSURANCE CO - 10-Q Quarterly Report

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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 September 30, 2003

[ ] 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 incorporation or organization)		(I.R.S. Employer 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


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 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes No X

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 October 15, 2003.

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION
		ERIE FAMILY LIFE INSURANCE COMPANY STATEMENTS OF FINANCIAL POSITION
		STATEMENTS OF FINANCIAL POSITION
		STATEMENTS OF OPERATIONS (Unaudited)
		STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
		STATEMENTS OF CASH FLOWS (Unaudited)
		STATEMENTS OF CASH FLOWS (Unaudited) (Continued)
		NOTES TO FINANCIAL STATEMENTS (Unaudited)
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
SIGNATURES
Section 302 Certification of CEO
Section 302 Certification of CFO
Section 906 Certifications of CEO and FCO

INDEX

ERIE FAMILY LIFE INSURANCE COMPANY


PART I. FINANCIAL INFORMATION
Item 1.		Financial Statements (Unaudited)
	Statements of Financial Position - September 30, 2003 and December 31, 2002
	Statements of Operations - Three and nine months ended September 30, 2003 and 2002
	Statements of Comprehensive Income - Three and nine months ended September 30, 2003 and 2002
	Statements of Cash Flows - Nine months ended September 30, 2003 and 2002
	Notes to Financial Statements - September 30, 2003
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.		Quantitative and Qualitative Disclosures About Market Risk
Item 4.		Controls and Procedures
PART II. OTHER INFORMATION
Item 1.		Legal Proceedings
Item 6.		Exhibits and Reports on Form 8-K
SIGNATURES

PART I. FINANCIAL INFORMATION

ERIE FAMILY LIFE INSURANCE COMPANY
STATEMENTS OF FINANCIAL POSITION


			(Dollars in thousands)
			September 30,		December 31,
ASSETS			2003		2002

			(Unaudited)
Invested Assets:




	Fixed Maturities at fair value (amortized cost of $1,164,777 and $986,137, respectively)		$	1,252,052	$	1,039,367




	Equity Securities at fair value (cost of $58,936 and $66,072, respectively)			64,703		68,749




	Limited Partnerships (cost of $13,210 and $16,352, respectively)			12,751		16,053




	Real Estate			1,148		1,210




	Policy Loans			10,026		9,516




	Real Estate Mortgage Loans			6,785		7,175

		Total Invested Assets	$	1,347,465	$	1,142,070




	Cash and Cash Equivalents			123,204		97,022




	Premiums Receivable from Policyholders			6,475		6,225




	Reinsurance Recoverable			710		1,713




	Other Receivables			460		1,486




	Accrued Investment Income			18,406		13,353




	Deferred Policy Acquisition Costs			96,271		104,065




	Reserve Credit for Reinsurance Ceded			18,627		14,123




	Prepaid Federal Income Taxes			627		2,674




	Other Assets			6,763		6,888

		Total Assets	$	1,619,008	$	1,389,619

See notes to financial statements

ERIE FAMILY LIFE INSURANCE COMPANY
STATEMENTS OF FINANCIAL POSITION


				(Dollars in thousands)
				September 30,		December 31,
				2003		2002

				(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:




	Policy Liabilities and Accruals:




		Future Policy Benefits		$	103,902	$	94,243




		Policy and Contract Claims			2,274		2,362




		Annuity Deposits			922,299		803,675




		Universal Life Deposits			147,163		135,551




		Supplementary Contracts Not Including Life Contingencies			584		625




	Other Policyholder Funds				9,953		14,335




	Deferred Income Taxes				49,678		41,577




	Reinsurance Premium Due				795		1,591




	Securities Lending Collateral				70,058		41,669




	Accounts Payable and Accrued Expenses				13,881		9,673




	Notes Payable to Erie Indemnity Company				40,000		15,000




	Due to Affiliates				1,933		2,886




	Dividends Payable				3,969		1,985

			Total Liabilities	$	1,366,489	$	1,165,172

Shareholders’ Equity:




	Common Stock, $.40 Par Value Per Share; Authorized 15,000,000 Shares; 9,450,000 Shares Issued and Outstanding			$	3,780	$	3,780




	Additional Paid-In Capital				630		630




	Accumulated Other Comprehensive Income				48,951		36,145




	Retained Earnings				199,158		183,892

			Total Shareholders’ Equity	$	252,519	$	224,447

			Total Liabilities and Shareholders’ Equity	$	1,619,008	$	1,389,619

See notes to financial statements

ERIE FAMILY LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS (Unaudited)


				(Dollars in thousands, except per share data)
				Three Months Ended					Nine Months Ended
				September 30					September 30

				2003		2002			2003		2002

Revenues:




	Net Policy Revenue:




		Life Premiums		$	12,757	$	11,532		$	38,528	$	35,879




		Group Life and Other Premiums			841		779			2,492		2,279

			Total Net Policy Revenue	$	13,598	$	12,311		$	41,020	$	38,158




	Net Investment Income				18,932		16,517			57,358		48,025




	Net Realized Gains (Losses) on Investments				4,908		(5,235	)		9,170		(10,878	)




	Equity in Earnings of Limited Partnerships				1,394		151			1,794		3,733




	Other Income				264		139			659		560

			Total Revenues	$	39,096	$	23,883		$	110,001	$	79,598

Benefits and Expenses:




	Death Benefits			$	4,456	$	3,758		$	11,058	$	11,186




	Interest on Annuity Deposits				10,957		10,050			31,496		29,007




	Interest on Universal Life Deposits				1,658		1,823			5,263		5,422




	Surrender and Other Benefits				236		304			960		871




	Increase in Future Life Policy Benefits				1,858		2,328			5,155		7,034




	Amortization of Deferred Policy Acquisition Costs				2,164		1,233			7,896		5,254




	Commissions				287		1,008			2,771		2,470




	General Expenses				1,497		2,007			7,791		7,511




	Taxes, Licenses and Fees				693		622			2,077		1,849

			Total Benefits and Expenses	$	23,806	$	23,133		$	74,467	$	70,604

Income Before Income Taxes				$	15,290	$	750		$	35,534	$	8,994




Provision for Federal Income Tax (Benefit):




	Current				3,207		292			11,126		5,075




	Deferred				2,099		(32	)		1,204		(1,963	)

			Total Provision for Federal Income Tax		5,306		260			12,330		3,112

Net Income				$	9,984	$	490		$	23,204	$	5,882

Net Income Per Share				$	1.06	$	0.05		$	2.46	$	0.62

Dividends Declared Per Share				$	0.21	$	0.21		$	0.84	$	0.84

See notes to financial statements

ERIE FAMILY LIFE INSURANCE COMPANY
STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)


						(Dollars in thousands)
			Three Months Ended						Nine Months Ended
			September 30						September 30

			2003			2002			2003			2002

Net Income			$	9,984		$	490		$	23,204		$	5,882

Unrealized (Losses) Gains on Securities:




	Unrealized Holding (Losses) Gains Arising During Period, Net of Related Offsets			(38,626	)		19,677			28,872			8,804




	Less: (Gains) Losses Included in Net Income			(4,908	)		5,235			(9,170	)		10,878

		Net Unrealized Holding (Losses) Gains Arising During Period, Net of Related Offsets		($43,534	)	$	24,912		$	19,702		$	19,682

	Income Tax Benefit (Expense) Related to Unrealized (Losses) Gains			15,246			(8,719	)		(6,896	)		(6,889	)

	Unrealized (Depreciation) Appreciation of Investments, Net of Tax			($28,288	)	$	16,193		$	12,806		$	12,793

Comprehensive (Loss) Income				($18,304	)	$	16,683		$	36,010		$	18,675

See notes to financial statements

ERIE FAMILY LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS (Unaudited)


					(Dollars in thousands)
					Nine Months Ended			Nine Months Ended
					September 30, 2003			September 30, 2002

Cash flows from operating activities:




Net income					$	23,204		$	5,882




Adjustments to reconcile net income to net cash provided by operating activities:




		Amortization of deferred policy acquisition costs				7,896			5,254




		Other amortization				535			230




		Deferred federal income tax expense (benefit)				1,204			(1,963	)




		Realized (gains) losses on investments				(9,170	)		10,878




		Equity in earnings of limited partnerships				(1,794	)		(3,733	)




Decrease (increase) in premium and other receivables						777			(1,776	)




Increase in accrued investment income						(5,053	)		(5,120	)




Increase in policy acquisition costs deferred						(17,426	)		(15,535	)




(Increase) decrease in other assets						(62	)		427




Increase in reinsurance recoverables and reserve credits						(3,501	)		(2,284	)




Decrease in prepaid federal income taxes						2,047			5,516




Increase in future policy benefits and claims						9,571			11,192




(Decrease) increase in other Policyholder funds						(4,382	)		7,564




Decrease in reinsurance premium due						(796	)		(1,474	)




Increase in accounts payable and due to affiliates						3,254			1,478

			Net cash provided by operating activities		$	6,304		$	16,536

Cash flows used in investing activities:




Purchase of investments:




	Fixed maturities					($452,842	)		($368,994	)




	Equity securities					(10,774	)		(23,781	)




	Limited partnerships					(1,910	)		(5,599	)




Sales/maturities of investments:




		Sales of fixed maturities				200,549			104,038




		Calls/maturities of fixed maturities				80,031			90,746




		Equity securities				20,468			23,767




		Limited partnerships				6,846			10,829




Increase in collateral from securities lending						28,389			249




Net mortgage loans						391			135




Net policy loans						(510	)		(473	)

				Net cash used in investing activities		($129,362	)		($169,083	)

See notes to financial statements

ERIE FAMILY LIFE INSURANCE COMPANY
STATEMENTS OF CASH FLOWS (Unaudited) (Continued)


			(Dollars in thousands)
			Nine Months Ended			Nine Months Ended
			September 30, 2003			September 30, 2002

Cash flows provided by financing activities:




Annuity and supplementary contract deposits and interest			$	158,912		$	133,726




Annuity and supplementary contract surrenders and withdrawals				(40,330	)		(34,807	)




Universal life deposits and interest				15,448			14,451




Universal life surrenders				(3,836	)		(3,468	)




Proceeds from issue of note payable				25,000			0




Dividends paid to Shareholders				(5,954	)		(5,812	)

		Net cash provided by financing activities	$	149,240		$	104,090

Net increase (decrease) in cash and cash equivalents				26,182			(48,457	)




Cash and cash equivalents at beginning of year				97,022			159,462

Cash and cash equivalents at end of period			$	123,204		$	111,005

Supplemental disclosures of cash flow information:




Cash paid (refunded) during the period for:




	Interest		$	640		$	640




	Income taxes			9,078			(441	)

See notes to financial statements

ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited)
All dollar amounts are in thousands

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, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. 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, 2002 as filed with the Securities and Exchange Commission on March 27, 2003.

NOTE B — RECENT ACCOUNTING PRONOUNCEMENTS

In January 2003, the Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities.” This Interpretation provides guidance on the identification of variable interest entities (VIE) for which control is achieved through means other than through voting rights and how to determine when and which business enterprises should consolidate VIEs. The entity identified as the VIEs primary beneficiary is required to consolidate the VIE. Effective October 9, 2003, the FASB issued a Staff Position deferring the effective date for applying the provisions of FIN46 for VIEs created before February 1, 2003. The new application date is the first interim or annual period ending after December 15, 2003.

Management evaluated the impact of the Interpretation on the Company’s financial statements. Although this Interpretation is not expected to have an impact on the Company’s financial statements, management believes the Erie Insurance Exchange (Exchange) qualifies as a VIE under the Interpretation and will require consolidation in the Erie Indemnity Company’s (EIC) financial statements for the year ended December 31, 2003. In addition, application of the Interpretation to the Exchange will result in consolidation of the Company in the EIC’s financial statements.

In July 2003, the American Institute of Certified Public Accountants issued Statement of Position (SOP) 03-1, “Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration Contracts and for Separate Accounts.” This SOP is not applicable to the Company since the Company does not issue the products addressed in the SOP.

NOTE C — RECLASSIFICATIONS

Certain amounts previously reported in the 2002 financial statements have been reclassified to conform to the current period’s presentation. Such reclassifications did not impact earnings or total Shareholders’ Equity.

NOTE D — INVESTMENTS

At September 30, 2003 marketable equity securities consist of nonredeemable preferred stock while fixed maturities consist of bonds, notes and redeemable preferred stock. The Company sold its entire

ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE D — INVESTMENTS (Continued)

common stock portfolio in the fourth quarter of 2002. Management considers all fixed maturities as available-for-sale. Management determines the appropriate classification of fixed maturities at the time of purchase and reevaluates such designation as of each statement of financial position date. Available-for-sale securities are stated at fair value, with the unrealized gains and losses, net of deferred federal income taxes, reported as a separate component of Shareholders’ Equity.

The following is a summary of available-for-sale securities:


						Gross		Gross
				Amortized		Unrealized		Unrealized		Estimated
				Cost		Gains		Losses		Fair Value

September 30, 2003




Fixed Maturities:




Bonds:




	U.S. Treasuries and Government Agencies			$	43,245	$	1,657	$	0	$	44,902




	Special Revenue				80,052		3,454		45		83,461




	Public Utilities				130,804		8,592		360		139,036




	U.S. Banks, Trusts and Insurance Companies				240,521		16,752		451		256,822




	U.S. Industrial and Miscellaneous				554,796		46,975		1,004		600,767




	Foreign				113,208		12,051		491		124,768

		Total Bonds		$	1,162,626	$	89,481	$	2,351	$	1,249,756




Redeemable Preferred Stock					2,151		145		0		2,296

		Total Fixed Maturities		$	1,164,777	$	89,626	$	2,351	$	1,252,052

Equity Securities:




Nonredeemable Preferred Stock:




	U.S. Banks, Trusts and Insurance Companies			$	7,675	$	755	$	0	$	8,430




	U.S. Industrial and Miscellaneous				9,811		823		0		10,634




	Public Utilities				2,177		88		0		2,265




	Foreign				39,273		4,101		0		43,374

		Total Equity Securities		$	58,936	$	5,767	$	0	$	64,703

			Total Available-for-Sale Securities	$	1,223,713	$	95,393	$	2,351	$	1,316,755

ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE D — INVESTMENTS (Continued)


						Gross		Gross
				Amortized		Unrealized		Unrealized		Estimated
				Cost		Gains		Losses		Fair Value

December 31, 2002




Fixed Maturities:




Bonds:




	U.S. Treasuries and Government Agencies			$	51,268	$	2,607	$	0	$	53,875




	Special Revenue				41,010		2,376		0		43,386




	Public Utilities				103,695		5,567		1,421		107,841




	U.S. Banks, Trusts and Insurance Companies				180,503		11,751		334		191,920




	U.S. Industrial and Miscellaneous				501,206		33,305		4,479		530,032




	Foreign				99,624		5,947		2,393		103,178

		Total Bonds		$	977,306	$	61,553	$	8,627	$	1,030,232




Redeemable Preferred Stock					8,831		304		0		9,135

		Total Fixed Maturities		$	986,137	$	61,857	$	8,627	$	1,039,367

Equity Securities:




Nonredeemable Preferred Stock:




	U.S. Banks, Trusts and Insurance Companies			$	7,016	$	211	$	0	$	7,227




	U.S. Industrial and Miscellaneous				11,872		773		0		12,645




	Foreign				47,184		2,496		803		48,877

		Total Equity Securities		$	66,072	$	3,480	$	803	$	68,749

			Total Available-for-Sale Securities	$	1,052,209	$	65,337	$	9,430	$	1,108,116

Realized gains and losses on the sales of investments are recognized in income using the specific identification method. Investments that have declined in value below cost and for which the decline is considered to be other-than-temporary by management are written down to estimated realizable value. The impairments are made on an individual security basis and are recorded as a component of net realized gains (losses) on investments in the Statements of Operations.

The components of net realized gains (losses) on investments as reported on the Statements of Operations are included below. There were no impairment charges recorded in the third quarter of

ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE D — INVESTMENTS (Continued)

2003. Included in the third quarter of 2002 gross realized losses are impairment charges of $8.1 million and $0.2 million related to fixed maturities and equity securities, respectively. Included in the year-to-date 2003 gross realized losses are impairment charges on fixed maturities totaling $3.4 million. Year-to-date 2002 impairments consist of $17.1 million in fixed maturities and $0.2 million in equity securities.


			Three Months Ended						Nine Months Ended
			September 30						September 30

			2003			2002			2003			2002

Fixed maturities:




	Gross realized gains		$	6,224		$	2,755		$	15,294		$	6,427




	Gross realized losses			(1,140	)		(8,150	)		(5,999	)		(17,534	)

		Net realized gains (losses)	$	5,084			($5,395	)	$	9,295			($11,107	)

Equity securities:




	Gross realized gains		$	106		$	535		$	330		$	3,866




	Gross realized losses			(282	)		(375	)		(455	)		(2,387	)

		Net realized (losses) gains		($176	)	$	160			($125	)	$	1,479

Limited partnerships:




	Gross realized gains		$	0		$	0		$	0		$	453




	Gross realized losses			0			0			0			(1,703	)

		Net realized losses	$	0		$	0		$	0			($1,250	)

Net realized gains (losses) on investments			$	4,908			($5,235	)	$	9,170			($10,878	)

The Company participates in a securities lending program whereby certain securities from its portfolio are loaned to other institutions for short periods of time. A fee is paid to the Company by the borrower in return. Company policy requires collateral equal to 102% of the fair value of the loaned securities. The Company maintains full ownership rights to the securities loaned and continues to earn interest on the securities. In addition, the Company has the ability to sell the securities while they are on loan. The Company has an indemnification agreement with the lending agent in the event a borrower becomes insolvent or fails to return securities. Securities lending collateral is recorded by the Company as a liability. The proceeds from the collateral are invested in cash and short-term investments and are reported on the Statements of Financial Position as cash and cash equivalents. The Company shares a portion of the interest on these short-term investments with the lending agent. Revenue received for the three months ended September 30, 2003 and 2002, related to this program totaled $28 and $13, respectively. For the nine months ended September 30, 2003 and 2002, revenue received related to this program totaled $76 and $64, respectively.

The Company had loaned securities with a market value of $69.0 million and $40.7 million and obtained collateral of $70.1 million and $41.7 million at September 30, 2003 and December 31, 2002, respectively. The Company maintains the loaned securities on its Statements of Financial Position as part of its invested assets. The Company has incurred no losses on the loan program since the program’s inception.

ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE D — INVESTMENTS (Continued)

Limited partnerships at September 30, 2003 include U.S. and foreign real estate and fixed income investments. Real estate limited partnerships represent 97.1% while fixed income limited partnerships represent 2.9% of the total carrying value at September 30, 2003. These partnerships are recorded using the equity method. The Company has not guaranteed any of the partnership liabilities.

The components of equity in earnings of limited partnerships as reported on the Statements of Operations are as follows:


	Three Months Ended				Nine Months Ended
	September 30				September 30

	2003		2002		2003		2002

Fixed Income	$	53	$	38	$	52	$	207




Real Estate		1,341		113		1,742		3,526

	$	1,394	$	151	$	1,794	$	3,733

NOTE E — DEFERRED ACQUISITION COSTS

Product acquisition costs, principally commissions and other underwriting costs that vary with and are primarily related to the production of business, are deferred. Acquisition costs for annuity contracts and universal life insurance policies are amortized over the lives of the contracts or policies in proportion to the present value of estimated future gross profits of each of these product lines. The estimation process requires assumptions as to surrender rates, mortality experience and investment performance. Actual profits can vary from the estimates and can thereby result in increases or decreases to deferred policy acquisition costs (DAC) amortization rates. The Company regularly evaluates the assumptions and, when necessary, revises the estimated gross profits of these contracts resulting in adjustments to DAC amortization. Beginning in the third quarter of 2003, the unamortized balance of DAC has been adjusted for the impact on estimated future gross profits as if net unrealized appreciation and depreciation on investments had been realized as of the balance sheet date. The impact of this adjustment, net of tax, is included in Accumulated Other Comprehensive Income in Shareholders’ Equity. As of September 30, 2003, adjustments to DAC resulting from the cumulative change in net unrealized gains or losses on investment were $11.3 million, net of tax, and are reported directly as a charge to other comprehensive income.

NOTE F — SEGMENT INFORMATION

The Company offers a range of products and services, but operates as one reportable life insurance segment. The Company’s Traditional Life insurance line includes permanent life, endowment life, term life and whole life policies. The Universal Life line includes all fixed universal life products sold by the Company. Variable universal life products are not sold by the Company. The Fixed Annuities line includes fixed ordinary deferred annuities, tax advantaged deferred annuities, annuities in pay-out and structured settlements. Neither variable nor equity indexed annuity products are sold by the Company. The Group Life and Other line includes group life insurance and disability income products. The Corporate Account line includes investment income earned from surplus not specifically allocable to any one product type. Investment-related income is allocated based on the assumption that the fixed maturities and preferred stock portfolios support the insurance product lines and the common stock, limited partnership and remaining fixed maturity investments support the Corporate Account. The Company sold its entire common stock portfolio at the end of 2002, consequently a larger percentage of the fixed maturity portfolio will support the Corporate Account in 2003 and future periods.

ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE F — SEGMENT INFORMATION (Continued)


										Group
			Traditional		Universal		Fixed			Life &			Corporate
			Life		Life		Annuities			Other			Account		Total

Three Months Ended September 30, 2003




Total policy revenue, net of reinsurance			$	9,414	$	3,343	$	3		$	838		$	0	$	13,598




Total investment-related and other income				2,068		2,711		16,539			42			4,138		25,498

		Total revenues	$	11,482	$	6,054	$	16,542		$	880		$	4,138	$	39,096

Less: Total benefits and expenses				8,544		2,557		11,660			1,045			0		23,806

	Income (loss) before taxes		$	2,938	$	3,497	$	4,882			($165	)	$	4,138	$	15,290

Nine Months Ended September 30, 2003
Total policy revenue, net of reinsurance			$	28,566	$	9,962	$	5		$	2,487		$	0	$	41,020




Total investment-related and other income				5,938		7,638		47,278			126			8,001		68,981

		Total revenues	$	34,504	$	17,600	$	47,283		$	2,613		$	8,001	$	110,001

Less: Total benefits and expenses				26,770		10,513		34,979			2,205			0		74,467

	Income before taxes		$	7,734	$	7,087	$	12,304		$	408		$	8,001	$	35,534

Three Months Ended September 30, 2002




Total policy revenue, net of reinsurance			$	8,483	$	3,044	$	0		$	784		$	0	$	12,311




Total investment-related and other income				1,142		1,460		8,295			30			645		11,572

		Total revenues	$	9,625	$	4,504	$	8,295		$	814		$	645	$	23,883

Less: Total benefits and expenses				6,987		3,937		11,764			445			0		23,133

	Income (loss) before taxes		$	2,638	$	567		($3,469	)	$	369		$	645	$	750

Nine Months Ended September 30, 2002




Total policy revenue, net of reinsurance			$	26,755	$	9,123	$	2		$	2,278		$	0	$	38,158




Total investment-related and other income				3,739		4,856		26,093			104			6,648		41,440

		Total revenues	$	30,494	$	13,979	$	26,095		$	2,382		$	6,648	$	79,598

Less: Total benefits and expenses				24,594		11,779		32,411			1,820			0		70,604

	Income (loss) before taxes		$	5,900	$	2,200		($6,316	)	$	562		$	6,648	$	8,994

The fixed annuities product line was affected by impairment charges on fixed maturity investments totaling $8.1 million and $17.1 million for the quarter and nine months ended September 30, 2002, respectively. For the quarter ended September 30, 2003, there were no impairment charges recognized. Impairment charges for the nine months ended September 30, 2003 totaled $3.4 million.

NOTE G — REINSURANCE

The Company has entered into various reinsurance treaties for the purpose of ceding the excess of life insurance face amounts over Company established retention limits. Reinsurance contracts do not relieve the Company from its obligations to Policyholders. Failure of reinsurers to honor their obligations could result in losses to the Company. The Company considers all of its reinsurance assets to be collectible; therefore, no allowance has been established for uncollectible amounts.

Generally, the Company’s retention limit is $300 per life for individual coverage. For its two newest products, ERIE Flagship Term2 and ERIE Target Term, the Company has first dollar quota share treaties with several unaffiliated reinsurers. The Company reinsures 50% and 90% of the ERIE Flagship Term2 and Erie Target Term products, respectively, subject to the Company’s $300 retention limit. For its disability income product, the Company has a 50% quota share agreement with its reinsurer. As of September 30, 2003, and 2002, $8.7 billion and $5.9 billion, respectively, of life insurance in force was ceded to other companies. The Company’s most significant reinsurance business is with Generali USA Reassurance Company (formerly Business Men’s Assurance Company of America), which reinsures a portion of the Company’s life and accident and health business. At September 30, 2003, the amount of in-force life insurance ceded to Generali totaled approximately $5.2 billion.

ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE G — REINSURANCE (Continued)

The effect of ceded reinsurance in the Statements of Operations is as follows:


				Three Months Ended					Nine Months Ended
				September 30					September 30

				2003		2002			2003		2002

Revenues:




	Direct policy revenue			$	17,589	$	15,568		$	52,416	$	45,840




	Policy revenue ceded				3,991		3,257			11,396		7,682

	Net policy revenue				13,598		12,311			41,020		38,158




	Net investment income				18,932		16,517			57,358		48,025




	Net realized gains (losses) on investments				4,908		(5,235	)		9,170		(10,878	)




	Equity in earnings of limited partnerships				1,394		151			1,794		3,733




	Other income				264		139			659		560

		Total revenues		$	39,096	$	23,883		$	110,001	$	79,598




Benefits and expenses:




	Death benefits			$	5,419	$	5,988		$	14,137	$	14,085




	Reinsurance recoveries				963		2,230			3,079		2,899

	Net death benefits				4,456		3,758			11,058		11,186




	Interest on deposits and other Policyholder benefits				12,851		12,177			37,719		35,300




	Increases in future life policy benefits				3,365		3,350			9,659		8,813




	Reinsurance reserve credits				1,507		1,022			4,504		1,779

	Net increases in future life policy benefits				1,858		2,328			5,155		7,034




	Amortization of deferred policy acquisition costs				2,164		1,233			7,896		5,254




	Commissions				2,153		3,007			7,875		6,951




	Reinsurance commission allowance				1,866		1,999			5,104		4,481

	Net commissions				287		1,008			2,771		2,470




	General expenses, taxes, licenses and fees				2,190		2,629			9,868		9,360

			Total benefits and expenses	$	23,806	$	23,133		$	74,467	$	70,604

			Income before income taxes	$	15,290	$	750		$	35,534	$	8,994

ERIE FAMILY LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

NOTE H — COMMITMENTS

The Company has outstanding commitments to invest up to $2.2 million in real estate limited partnerships at September 30, 2003. These commitments will be funded as required through the end of the respective investment periods, which typically span 3 to 5 years.

NOTE I — STATUTORY INFORMATION

The minimum statutory capital and surplus requirements under Pennsylvania law for stock life insurance companies (Section 386 of the PA Insurance Code) amounts to $1,650. In addition, the Company is subject to certain risk based capital surplus requirements. The Company’s total statutory capital and surplus significantly exceed these minimum requirements.

NOTE J — NOTES PAYABLE TO ERIE INDEMNITY COMPANY

The Company has a $15,000 surplus note payable to the Erie Indemnity Company (EIC). This note bears an annual interest rate of 6.45%. Interest on the surplus note is scheduled to be paid semi-annually, subject to approval of the Pennsylvania Insurance Commissioner. The note will be payable on demand on or after December 31, 2005, subject to approval by the Pennsylvania Insurance Commissioner. The Company accrued interest of $0.2 million in the third quarter of 2003 and 2002.

During the third quarter of 2003, the Company issued a $25,000 surplus note to EIC in exchange for $25,000 in cash. This surplus note bears an annual interest rate of 6.70% and is scheduled to be paid semi-annually, subject to approval of the Pennsylvania Insurance Commissioner. The surplus note will be payable on demand on or after December 31, 2018, subject to approval by the Pennsylvania Insurance Commissioner. The Company accrued interest of $0.2 million in the third quarter of 2003.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS

The following discussion and analysis should be read in conjunction with the historical financial information and related notes found on pages 3 through 17, herein, and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the year ended December 31, 2002 as filed with the Securities and Exchange Commission on March 27, 2003.

FINANCIAL OVERVIEW

Net income increased to $10.0 million, or $1.06 per share, in the third quarter of 2003, compared to $0.5 million or $0.05 per share, for the third quarter of 2002. This growth was partially the result of net realized capital gains of $4.9 million in the third quarter of 2003 compared to net realized capital losses of $5.2 million recorded during the same period in 2002. For the nine months ended September 30, 2003 net income increased to $23.2 million, or $2.46 per share, compared to $5.9 million, or $0.62 per share for the same period in 2002. An increase in net realized capital gains on investments and net investment income were the principal reasons for the year-to-date increase in earnings.

REVENUES

Analysis of Policy Revenue

Total net policy revenue increased 10.5%, to $13.6 million in the third quarter of 2003 from $12.3 million during the same period in 2002. Contributing to this growth was an increase in net premiums on both traditional life insurance and universal life products. Premiums on traditional life insurance policies increased 10.3%, to $10.2 million for the quarter ended September 30, 2003. Universal life premiums increased 9.8%, to $3.0 million during the same period. Total policies in force on traditional life insurance and universal life products increased 7.9% to 247,511 at September 30, 2003, compared to 229,413 at September 30, 2002. Total net policy revenue increased $2.9 million, or 7.5%, to $41.0 million for the nine months ended September 30, 2003.

Analysis of Investment-related Income

Net investment income increased $2.4 million, or 14.6%, to $18.9 million in the third quarter of 2003 from $16.5 million for the same period in 2002. The increase in net investment income for the third quarter of 2003 compared to the same period in 2002 is related to larger invested balances in interest bearing fixed maturities in 2003, compared to 2002, partially offset by lower investment portfolio yields in 2003 due to lower interest rates. Cash flow from the sale of the Company’s common stock portfolio in 2002 and increases in annuity deposits in 2003 contributed to this increase in the investments in interest bearing bonds.

Net realized capital gains on investments were $4.9 million in the third quarter of 2003, compared to net realized capital losses of $5.2 million in the third quarter of 2002. The 2002 net realized capital losses were primarily the result of $8.3 million in impairment charges on fixed maturity and equity security investments recorded during the third quarter of 2002. For the nine months ended September 30, 2003, net realized capital gains were $9.2 million compared to net realized capital losses of $10.9 million in 2002. Impairments during the nine month period ended September 30, 2003 and 2002 were $3.4 million and $17.3 million, respectively.

The Company recorded earnings in limited partnerships of $1.4 million in the third quarter of 2003, compared to earnings of $0.2 million during the same period in 2002. For the nine months ended September 30, 2003 the Company recorded earnings in limited partnerships of $1.8 million compared

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS (Continued)

to earnings of $3.7 million during the same period in 2002. The 2003 decrease in partnership earnings relates to decreased earnings on real estate partnerships in 2003.

The Company’s performance of its fixed maturities and preferred stock compared to market indices is presented below:


	Two years ended
	September 30, 2003
	(Pre-tax annualized returns)
Fixed maturities		8.83	%




Preferred stock		12.22	%




Market indices:




Lehman Global Aggregate Bond Index — Unhedged		10.93	%




Lehman Global Aggregate Bond Index — Hedged		5.82	%

BENEFITS AND EXPENSES

Analysis of Policy-related Benefits and Expenses

Net death benefits on life insurance policies increased 18.6% in the third quarter of 2003 to $4.5 million. For the nine months ended September 30, 2003, death benefits on life insurance policies decreased slightly to $11.1 million. Random fluctuations in death benefits incurred can be expected when mortality results are measured over a short time period due to the small number of claims involved. These short-term fluctuations can influence quarterly or annual results without impacting long-term profitability. Management believes that its underwriting philosophy and practices are sound.

Interest expense incurred on deposits increased $0.7 million, or 6.2%, to $12.6 million in the third quarter of 2003 from $11.9 million in the third quarter of 2002. This increase can be attributed to the growth of annuities on deposit. At September 30, 2003, the balance of annuity deposits totaled $922.3 million, compared to $735.8 million at September 30, 2002, an increase of 25.4%. The Company has lowered its credited interest rates in both 2003 and 2002 to reflect the current market conditions. Interest was credited on annuity and universal life deposits in 2003 and 2002 at the following rates:


	Annuity			Universal Life
	Deposits			Deposits

January 1, 2002 - February 19, 2002		5.00% - 6.00	%		6.00% - 6.75	%




February 20, 2002 - October 7, 2002		4.75% - 5.50	%		5.50% - 6.25	%




October 8, 2002 - December 2, 2002		4.25% - 5.00	%		5.25% - 6.00	%




December 3, 2002 - February 24, 2003		4.00% - 4.80	%		5.25% - 6.00	%




February 25, 2003 - March 10, 2003		3.75% - 4.70	%		5.25% - 6.00	%




March 11, 2003 - May 14, 2003		3.75% - 4.70	%		5.00% - 5.75	%




May 15, 2003 - June 1, 2003		3.50% - 4.70	%		5.00% - 5.75	%




June 2, 2003 - July 9, 2003		3.50% - 4.70	%		4.75% - 5.50	%




July 10, 2003 - September 30, 2003		3.00% - 4.70	%		4.25% - 5.00	%

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS (Continued)

The liability for future life policy benefits is computed considering various factors such as anticipated mortality, future investment yields, withdrawals and anticipated credit for reinsurance ceded. Increase in future life policy benefits net of reinsurance ceded totaled $1.9 million in the third quarter of 2003, compared to $2.3 million in the third quarter of 2002, a decrease of 20.2%. In the third quarter of 2002 an adjustment of approximately $0.3 million was made to correct the reserve credit for reinsured life policies which had lapsed, for which the reserve credit had not been reduced. The effect of this adjustment was to increase future life policy benefit expense by $0.3 million in the third quarter of 2002. Expenses related to increase in future life policy benefits net of reinsurance ceded decreased $1.9 million to $5.2 million for the nine months ended September 30, 2003. In addition to the adjustment discussed above for the third quarter of 2002, a similar adjustment of $0.7 million was made during the second quarter of 2002. Also, the first quarter of 2002 included a $0.4 million reduction in the reserve credit for reinsurance ceded to reflect a change in the method of calculating the reserve credit for rated business and a $0.5 million reduction in the reserve credit to update the computation basis for several new term products recently introduced. The adjustment for rated business was recommended by the Pennsylvania Insurance Department in order to make the calculation basis consistent with the related direct reserves. The adjustment for the new term products was made to properly match the reinsurance reserve credit on these new products with the GAAP reserves.

Amortization of deferred policy acquisition costs (DAC) increased $0.9 million to $2.2 million in the third quarter of 2003 when compared to the same period in 2002. For the nine months ended September 30, 2003, compared to the corresponding period in 2002, amortization of DAC increased $2.6 million to $7.9 million. The increased 2003 quarterly and year-to-date amounts result from a recoverability analysis, which indicated that a higher than anticipated portion of acquisition expenses were required to be amortized.

Analysis of Other Expenses

General expenses and commissions decreased $1.2 million, or 40.1%, to $1.8 million for the third quarter of 2003, compared to $3.0 million for the same period in 2002, and increased $0.6 million or 5.9% to $10.6 million for the nine months ended September 30, 2003. 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 related to the acquisition and underwriting of new policies are deferred as DAC. Such expenses include medical inspection and exam fees related to new business production, wages, salaries and employee benefits of underwriting personnel, and salaries, employee benefits and bonuses paid to sales employees for the production of life and annuity business.

General expenses, net of DAC, decreased $0.5 million, or 25.4%, to $1.5 million for the quarter ended September 30, 2003. This decrease is the result of a $0.5 million adjustment to expenses allocated to the DAC on the traditional life insurance line of business during the third quarter of 2002. For the nine months ended September 30, 2003, general expenses, net of DAC, increased 3.7%, to $7.8 million. In addition to the increase in expenses relating to increased staffing levels, a charge incurred during the first quarter of 2003 for retirement benefits of a retired executive of the Company contributed to this increase.

Direct commissions to independent Agents include new and renewal commissions, production bonuses and promotional incentives to Agents. These direct commission expenses are reported on the Statements of Operations net of commissions received from reinsurers. The reported expense is also affected by the amount of commission expenses capitalized as DAC. Commissions, which vary

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS (Continued)

with and are related primarily to the production of new business, are deferrable as DAC. Most first-year and incentive commissions and some second-year commissions qualify for deferral as DAC. For the third quarter of 2003, net commission expense decreased $0.7 million to $0.3 million, compared to $1.0 million for the third quarter of 2002. This decrease is attributable to a $0.5 million credit adjustment made to an expense estimate of the Company’s portion of expenses from a 2002 sales contest for independent agents. For the nine months ended September 30, 2003, commission expense increased $0.3 million to $2.8 million.

The Erie Insurance Group announced several changes to Agent compensation arrangements during the third quarter of 2003. These changes, which will become effective in 2004 and 2005, include modification of the formula used to determine Agent contingency awards and a reduction of commission rates on annuity products. Life production and persistency bonuses have also been modified. The new formula modifies the method used to credit life insurance and annuity production to enhance the property/casualty profitability award. The Company does not expect any material financial impact from the new commission arrangements.

FINANCIAL CONDITION

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. 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 managed on a total return approach that focuses on current income and capital appreciation.

The Company’s invested assets are sufficiently liquid to meet commitments to our Policyholders. At September 30, 2003, the Company’s investment portfolio consisting of cash, investment grade bonds and investment grade preferred stock, totaled more than $1.4 billion or 87.6% of total assets. These resources provide the liquidity the Company requires to meet known and unforeseen demands on its funds.

The Company continually reviews the investment portfolio to evaluate positions that might incur other-than-temporary declines in value. For investment holdings, general economic conditions and/or conditions specifically affecting the underlying issuer or its industry, including downgrades by the major rating agencies, are considered in evaluating impairment in value. In addition to specific factors, other factors considered in the Company’s review of investment valuation are the length of time the market value is below cost and the amount the market value is below cost.

For fixed maturity and preferred stock investments, the Company individually analyzes all positions with emphasis on those that have declined more than 20% below cost. The Company considers market conditions, industry characteristics and the fundamental operating results of the issuer to determine if declines in value are due to changes in interest rates, changes relating to a decline in credit quality, or other issues affecting the investment. Positions that have incurred market price declines of over 20% for a period greater than six months, where the creditworthiness of the issuer or other factors indicate a decline that is other-than-temporary, are either sold or recognized as impaired and reflected as a charge to the Company’s operations.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS (Continued)

If the Company’s policy for determining the recognition of impaired positions were different, the Company’s

Results of Operations could be significantly impacted. Management believes its investment valuation philosophy and accounting practices result in appropriate and timely measurement of value and recognition of impairment.

The Company’s investments are subject to certain risks, including interest rate price risk and credit risk. The Company monitors exposure to interest rate risk through periodic reviews of asset and liability positions. Estimates of cash flows and the impact of interest rate fluctuations relating to the investment portfolio are monitored regularly. The Company’s objective is to earn competitive relative returns by investing in a diverse portfolio of high-quality, liquid securities. Portfolio characteristics are analyzed regularly and market risk is actively managed through a variety of techniques. Portfolio holdings are diversified across industries, and concentrations in any one company or industry are limited by parameters established by Company management and the Board of Directors.

Reserve Liabilities

The Company’s primary commitment is its obligation to meet the payment of future policy benefits under the terms of its life insurance and annuity contracts. To meet these future obligations, the Company establishes life insurance reserves for each policy based upon factors such as 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 for each policy based on the amount of Policyholder deposits (less applicable insurance and expense charges) plus interest earned on those deposits. Life insurance and annuity reserves are supported primarily by the Company’s long-term, fixed-income investments, as the underlying policy reserves are generally also of a long-term nature.

Financial Ratings

Insurance companies are rated by rating agencies to provide insurance consumers and investors with meaningful information on the rated companies. Higher ratings generally indicate financial stability and a stronger ability to pay claims. The ratings are generally based upon factors relevant to Policyholders and are not directed toward return to investors.

The Company’s rating from A.M. Best was lowered from A+ (Superior) to A (Excellent) in March 2003. The A (Excellent) rating places the Company in the top 17% of more than 1,000 individual insurers or groups of insurers rated and continues to affirm the Company’s strong financial position. The Company also has a rating of B+ (Good) from Weiss Ratings, Inc. According to Weiss Ratings, the B+ rating indicates that the Company offers good financial security and has the resources necessary to deal with a variety of adverse conditions.

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 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 are life insurance premiums 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 nine months ended September 30, 2003 was $6.3 million. The Company’s liquidity position remains strong as invested assets and cash and cash equivalents increased by more than $231.6 million during the first nine months of 2003 to $1.5 billion.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS (Continued)

Annuity and universal life deposits, which do not appear as revenue on the Statement of Operations, are a source of funds. 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 revenue. Annuity and universal life

deposits were $26.6 million in the third quarter of 2003 and $45.2 million in the third quarter of 2002. The heightened volatility in the equity markets has continued to make annuities an attractive investment alternative.

The Company’s current commitments for expenditures as of September 30, 2003 are primarily for policy death benefits, policy surrenders and withdrawals, general operating expenses, federal income taxes, and dividends to Shareholders. In addition, the Company has outstanding commitments to invest up to $2.2 million in real estate limited partnerships at September 30, 2003. All Company commitments are met by cash flows from policy revenue, annuity and universal life deposits and investment income. Management believes its cash flow from operations and its liquid assets and marketable securities will also enable the Company to meet any foreseeable cash requirements. As an added measure of liquidity, the Company issued a $25 million surplus note to the Erie Indemnity Company in exchange for $25 million in cash during the third quarter of 2003. Also available as a source of funds to the Company is a $10 million committed line of credit and letter agreement with PNC Bank, N.A. The Company shall use line of credit amounts as direct extensions of credit from the bank to fund working capital needs of the Company and other general corporate purposes. At September 30, 2003 and December 31, 2002, securities held as collateral on the committed line of credit totaled $15.2 million and $15.5 million, respectively. At September 30, 2003 and December 31, 2002 there were no borrowings on this line of credit.

FACTORS THAT MAY AFFECT FUTURE RESULTS

Products with Interest Rate Guarantees

Several of the Company’s annuity and universal life products offer guaranteed interest rates to Policyholders. In response to the current interest rate environment, the Company has recently reduced the credited interest rates to historically low levels. Certain products are now within 5 basis points of the minimum interest rates guaranteed under these policies.

If the interest rates on fixed income securities continue to decline, the interest rates available in the marketplace may be insufficient to produce our current target profit margins or, in extreme situations, could produce negative profit margins on annuity and universal life deposits.

Effective July 10, 2003, the Company revised its current deferred annuity products to lower interest rate guarantees on newly issued policies to 1.5% in all policy years. This change has been approved in all states in which the Company is licensed.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS (Continued)

Annuity contracts issued between February 2003 and July 9, 2003 have a guaranteed interest rate of 3.0%. Contract forms issued before February 2003 have a stepped-down guaranteed interest rate structure. The guaranteed interest rates and current deposit liabilities for deferred annuity products are as follows:


Initial			Current			Deposit
Guaranteed	Policy		Guaranteed			Liabilities
Rate	Years		Interest Rate			(In millions)

4.5%		1-5		4.5	%	$273.4
4.5%		6-10		4.0	%	113.4
4.5%	Over 10			3.5	%	152.8
3.0%	All Years			3.0	%	30.9
1.5%	All Years			1.5	%	3.1

The Company has some ability in its universal life and annuity policy contracts to restrict new deposits on existing contracts. New deposits are limited under the terms of the Company’s universal life and annuity contracts as follows:

• Universal life products provide for planned premium amounts. Additional unplanned premium payments may be made at any time during the insured’s lifetime and before the end of the payment period. The amounts of such payments must be acceptable to the Company and be within IRS guidelines. Policies in force at September 30, 2003, have an estimated annualized planned premium of approximately $28.4 million.

• Flexible premium deferred annuity contracts allow the Company to limit deposits to a maximum of $25,000 per year. The Company began limiting deposits to the contractual maximum effective July 10, 2003, on products with interest rate guarantees exceeding 1.5%, to insure that overall product interest spreads are maintained. Currently, there are approximately 23,000 contracts in force.

The recovery of acquisition costs previously capitalized on annuity and universal life products is dependent on the future profitability of this business. Reduced investment margins over an extended period of time could affect the recoverability of the deferred policy acquisition costs asset.

During the third quarter of 2003, the average rates credited on flexible premium deferred annuities and universal life deposits were 4.55% and 4.58%, respectively. The current coupon yield on fixed maturities matched against the Company’s universal life and annuity products at September 30, 2003, was 6.25%.

Investment Market Conditions

The Company’s deposit-type products compete with a wide variety of investment options. Among other factors affecting the investment decisions of Policyholders and potential Policyholders are general investment market conditions, particularly the market interest rate environment. Changes in interest rates affect pricing and the relative attractiveness of interest-sensitive investment options, which bears directly on the ability of the Company to attract new Policyholders and retain existing holders of annuity, universal life and certain permanent life insurance products.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF FINANCIAL OPERATIONS (Continued)

Terrorist Actions

The Company is exposed to direct losses arising from possible future terrorist actions. Additionally, current and future proposed federal measures might affect the way the life insurance industry handles losses from potential future terrorist actions. These measures may include the establishment of a federal reinsurance program for losses from terrorist actions and possible changes to the tax laws governing the taxation of insurance companies.

The Company’s substantial portfolio of fixed income investments could also be affected by potential future terrorist actions, which may affect the level of economic activity as well as investor

confidence in the U.S. capital markets.

Contingencies

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company’s exposure to market risk is primarily related to fluctuations in prices and interest rates. Quantitative and qualitative disclosures about market risk resulting from changes in prices and interest rates are included in Item 7A in the Company’s 2002 Annual Report on Form 10-K. The risks associated with interest rate guarantees on the Company’s universal life and annuity products are discussed in the Report on Form 10-K in Factors That May Affect Future Results on page 27. The information contained in the Investments section of Management’s Discussion and Analysis of Financial Condition and Results of Operations is incorporated herein by reference.

The Company also has exposure to credit risk through its portfolios of fixed maturity securities, preferred stock, mortgage loans and to a lesser extent short-term investments. This risk is defined as the potential loss in market value resulting from adverse changes in the borrower’s ability to repay the debt. The Company’s objective is to earn competitive returns by investing in a diversified portfolio of securities. The Company manages this risk by performing up front underwriting analysis and regular reviews by its investment staff. The fixed maturity investments are also maintained between minimum and maximum percentages of invested assets.

“Safe Harbor” Statement Under the Private Securities Litigation Reform Act of 1995: Certain forward-looking statements contained herein involve risks and uncertainties. These statements include certain discussions relating to underwriting, premium and investment income volume, business strategies, profitability and business relationships and the Company’s other business activities during 2003 and beyond. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “intend,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions. These forward-looking statements reflect the Company’s current views about future events, are based on assumptions and are subject to known and unknown risks and uncertainties that may cause results to differ materially from those anticipated in those statements. Many of the factors that will determine future events or achievements are beyond our ability to control or predict.

ITEM 4. CONTROLS AND PROCEDURES

As of September 30, 2003, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and its Chief Financial Officer, of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Company is required to disclose in the reports it files under the Securities Exchange Act of 1934, within the time periods specified in the SEC’s rules and forms. There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of this evaluation.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A civil class action lawsuit was filed in April of 2003 in the Court of Common Pleas of Philadelphia County, Pennsylvania. Erie Family Life Insurance Company (EFL) is the named defendant in the lawsuit. EFL issued a life insurance policy to the plaintiff. The class action Complaint alleges that EFL charged and collected annual premium for the first year, but did not provide 365 days of insurance coverage. The Complaint alleges that the policy forms and applications used by EFL do not disclose “that a portion of the first premium will cover a period of time during which EFL does not provide insurance coverage.”

The Complaint contains four counts. In Count I, Plaintiff alleges that the conduct of EFL violated the Pennsylvania Unfair Trade Practices and Consumer Protection Law. Count II of the Complaint alleges a cause of action for breach of contract. Count III alleges that EFL breached its duty of good faith and fair dealing. In Count IV of the Complaint, Plaintiff asserts a cause of action for unjust enrichment and/or restitution. EFL answered the Complaint and denied liability on all counts.

It is too early to assess the probable outcome or the purported amount of damages of this civil class action lawsuit. The Company believes that EFL has meritorious, legal and factual defenses to the lawsuit and these defenses will be vigorously pursued.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits


Exhibit
Number		Description of Exhibit

31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002









31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002









32		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Reports on Form 8-K

On July 24, 2003, the Company filed a report on Form 8-K, reporting under Item 9, that a press release had been issued reporting the Company’s earnings for the quarter ended June 30, 2003.

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 29, 2003				/s/ Jeffrey A. Ludrof

				(Jeffrey A. Ludrof, President & CEO)

				/s/ Philip A. Garcia

				(Philip A. Garcia, Executive Vice President & CFO)

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	•		Universal life products provide for planned premium amounts. Additional unplanned premium payments may be made at any time during the insured’s lifetime and before the end of the payment period. The amounts of such payments must be acceptable to the Company and be within IRS guidelines. Policies in force at September 30, 2003, have an estimated annualized planned premium of approximately $28.4 million.

	•		Flexible premium deferred annuity contracts allow the Company to limit deposits to a maximum of $25,000 per year. The Company began limiting deposits to the contractual maximum effective July 10, 2003, on products with interest rate guarantees exceeding 1.5%, to insure that overall product interest spreads are maintained. Currently, there are approximately 23,000 contracts in force.