UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Mark one) ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002 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 333-55268 THE PHOENIX COMPANIES, INC. (Exact name of registrant as specified in its charter) Delaware 06-0493340 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) One American Row, Hartford, Connecticut 06102-5056 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (860) 403-5000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common stock, $.01 par value New York Stock Exchange 7.45% Quarterly Interest Bonds, due 2032 New York Stock Exchange 7.25% Equity Units New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: Stock Purchase Contracts 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 twelve 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 ninety days. YES X NO ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] As of February 28, 2003, the aggregate market value of voting common equity held by non-affiliates of the registrant was $728,592,354 based on the last reported sale price of the registrant's common stock on the New York Stock Exchange. On February 28, 2003, the registrant had 94,045,583 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive proxy statement to be filed pursuant to Regulation 14A within 120 days after the end of the registrant's fiscal year are incorporated by reference in Part III.
EXPLANATORY NOTE We are filing an amendment to our Form 10-K for the year ended December 31, 2002 to add the signature of our Chief Accounting Officer. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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 on March 14, 2003. THE PHOENIX COMPANIES, INC. (Registrant) By: /s/ Dona D. Young ---------------- Dona D. Young, President, Chief Executive Officer, and Chairman-elect Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below and dated March 14, 2003 (but in the case of the Chief Accounting Officer, dated March 25, 2003) by the following persons on behalf of the Registrant and in the capacities indicated. /s/ Dona D. Young /s/ Gordon J. Davis - ----------------- ------------------- Dona D. Young Gordon J. Davis, Director President, Chief Executive Officer, Director and Chairman-elect /s/ Robert W. Fiondella ----------------------- /s/ Coleman D. Ross Robert W. Fiondella, Director, Chairman - ------------------- Coleman D. Ross /s/ Ann M. Gray Executive Vice President and Chief Financial --------------- Officer Ann M. Gray, Director /s/ Scott R. Lindquist /s/ John E. Haire - ---------------------- ----------------- Scott R. Lindquist John E. Haire, Director Vice President and Chief Accounting Officer /s/ Jerry J. Jasinowski /s/ Sal H. Alfiero ----------------------- - ------------------ Jerry J. Jasinowski, Director Sal H. Alfiero, Director /s/ Thomas S. Johnson /s/ J. Carter Bacot --------------------- - ------------------- Thomas S. Johnson, Director J. Carter Bacot, Director /s/ John W. Johnstone /s/ Peter C. Browning --------------------- - --------------------- John W. Johnstone, Jr., Director Peter C. Browning, Director /s/ Marilyn E. LaMarche /s/ Arthur P. Byrne ----------------------- - ------------------- Marilyn E. LaMarche, Director Arthur P. Byrne, Director /s/ Robert F. Vizza /s/ Sanford Cloud ------------------- - ----------------- Robert F. Vizza, Director Sanford Cloud, Jr., Director /s/ Robert G. Wilson /s/ Richard N. Cooper -------------------- - --------------------- Robert G. Wilson, Director Richard N. Cooper, Director Certifications Chief Executive Officer certification, pursuant to Section 302 of The Sarbanes-Oxley Act of 2002, of the Annual Report on Form 10-K for the year ended December 31, 2002 of The Phoenix Companies, Inc. I, Dona D. Young, certify that: 1. I have reviewed this annual report on Form 10-K of The Phoenix Companies,Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have; a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely effect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 25, 2003 /s/ Dona D. Young - ---------------- Dona D. Young President, Chief Executive Officer and Chairman-elect Chief Financial Officer certification, pursuant to Section 302 of The Sarbanes-Oxley Act of 2002, of the Annual Report on Form 10-K for the year ended December 31, 2002 of The Phoenix Companies, Inc. I, Coleman D. Ross, certify that: 1. I have reviewed this annual report on Form 10-K of The Phoenix Companies, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have; a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing of this annual report (the "Evaluation Date"); and c) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely effect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: March 25, 2003 /s/ Coleman D. Ross - ------------------ Coleman D. Ross Executive Vice President and Chief Financial Officer
