Phoenix Companies (PNX) 10-Q 2014 Q2 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014

OR

o 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: 001-16517

THE PHOENIX COMPANIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	06-1599088
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

One American Row, Hartford, Connecticut	06102-5056
(Address of principal executive offices)	(Zip Code)

(860) 403-5000

(Registrant’s telephone number, including area code)

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 o     NO x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   YES o     NO x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer x	Non-accelerated filer o	Smaller reporting company o
		(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   YES o     NO x

On October 22, 2014 the registrant had 5.7 million shares of common stock outstanding.

THE PHOENIX COMPANIES, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2014

TABLE OF CONTENTS

Part I	FINANCIAL INFORMATION	Page
Item 1.	Financial Statements (unaudited)	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	58
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	81
Item 4.	Controls and Procedures	81
Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	83
Item 1A.	Risk Factors	83
Item 6.	Exhibits	83
Signatures		85

2

PART I. FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

THE PHOENIX COMPANIES, INC.

Consolidated Unaudited Balance Sheets

($ in millions, except share data)

June 30, 2014 and December 31, 2013

	June 30, 2014			December 31, 2013
ASSETS:
Available-for-sale debt securities, at fair value (amortized cost of $11,733.4 and $11,418.0)	$	12,454.1		$	11,808.6
Available-for-sale equity securities, at fair value (cost of $40.0 and $40.4)	68.5			61.8
Short-term investments	504.8			361.6
Limited partnerships and other investments	557.9			561.9
Policy loans, at unpaid principal balances	2,325.4			2,350.3
Derivative instruments	175.0			243.1
Fair value investments	207.4			210.8
Total investments	16,293.1			15,598.1
Cash and cash equivalents	330.2			496.4
Accrued investment income	185.7			170.4
Reinsurance recoverable	594.7			603.3
Deferred policy acquisition costs	869.0			940.6
Deferred income taxes, net	29.4			70.0
Other assets	279.0			299.9
Discontinued operations assets	39.9			43.6
Separate account assets	3,285.4			3,402.3
Total assets	$	21,906.4		$	21,624.6
LIABILITIES:
Policy liabilities and accruals	$	12,429.0		$	12,437.6
Policyholder deposit funds	3,658.7			3,429.7
Dividend obligations	895.6			705.9
Indebtedness	378.9			378.8
Pension and postretirement liabilities	302.5			315.9
Other liabilities	376.4			333.0
Discontinued operations liabilities	35.1			37.7
Separate account liabilities	3,285.4			3,402.3
Total liabilities	21,361.6			21,040.9
CONTINGENCIES AND COMMITMENTS (Notes 20 & 21)
STOCKHOLDERS’ EQUITY:
Common stock, $.01 par value: 5.7 million and 5.7 million shares outstanding	0.1			0.1
Additional paid-in capital	2,632.7			2,633.1
Accumulated other comprehensive income (loss)	(177.2		)	(185.2		)
Accumulated deficit	(1,739.7		)	(1,692.1		)
Treasury stock, at cost: 0.7 million and 0.7 million shares	(182.9		)	(182.9		)
Total The Phoenix Companies, Inc. stockholders’ equity	533.0			573.0
Noncontrolling interests	11.8			10.7
Total stockholders’ equity	544.8			583.7
Total liabilities and stockholders’ equity	$	21,906.4		$	21,624.6

The accompanying unaudited notes are an integral part of these financial statements.

3

THE PHOENIX COMPANIES, INC.

Consolidated Interim Unaudited Statements of Income and Comprehensive Income

($ in millions, except per share data)

Three and Six Months Ended June 30, 2014 and 2013

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2014			2013			2014			2013
REVENUES:
Premiums	$	83.2		$	87.4		$	162.8		$	170.1
Fee income	134.2			132.6			269.0			268.9
Net investment income	195.3			194.0			408.8			385.1
Net realized investment gains (losses):
Total other-than-temporary impairment (“OTTI”) losses	(1.0		)	—			(1.0		)	(0.9		)
Portion of OTTI gains (losses) recognized in   other comprehensive income (“OCI”)	—			(2.5		)	(0.2		)	(4.2		)
Net OTTI losses recognized in earnings	(1.0		)	(2.5		)	(1.2		)	(5.1		)
Net realized investment gains (losses), excluding OTTI losses	5.1			9.7			(20.4		)	(3.6		)
Net realized investment gains (losses)	4.1			7.2			(21.6		)	(8.7		)
Total revenues	416.8			421.2			819.0			815.4
BENEFITS AND EXPENSES:
Policy benefits	298.5			272.8			534.5			591.6
Policyholder dividends	42.4			51.3			116.2			55.7
Policy acquisition cost amortization	17.4			32.2			39.8			77.5
Interest expense on indebtedness	7.1			7.1			14.2			14.8
Other operating expenses	85.5			91.8			183.4			172.6
Total benefits and expenses	450.9			455.2			888.1			912.2
Income (loss) from continuing operations before income taxes	(34.1		)	(34.0		)	(69.1		)	(96.8		)
Income tax expense (benefit)	(20.4		)	(1.3		)	(24.0		)	2.9
Income (loss) from continuing operations	(13.7		)	(32.7		)	(45.1		)	(99.7		)
Income (loss) from discontinued operations, net of income taxes	(0.6		)	(0.2		)	(1.5		)	(2.0		)
Net income (loss)	(14.3		)	(32.9		)	(46.6		)	(101.7		)
Less: Net income (loss) attributable to noncontrolling interests	—			(0.1		)	1.0			(0.2		)
Net income (loss) attributable to   The Phoenix Companies, Inc.	$	(14.3	)	$	(32.8	)	$	(47.6	)	$	(101.5	)

(Continued on next page)

The accompanying unaudited notes are an integral part of these financial statements.

4

THE PHOENIX COMPANIES, INC.

Consolidated Interim Unaudited Statements of Income and Comprehensive Income

($ in millions, except per share data)

Six Months Ended June 30, 2014 and 2013

(Continued from previous page)	Three Months Ended   June 30,						Six Months Ended   June 30,
	2014			2013			2014			2013
COMPREHENSIVE INCOME (LOSS):
Net income (loss) attributable to   The Phoenix Companies, Inc.	$	(14.3	)	$	(32.8	)	$	(47.6	)	$	(101.5	)
Net income (loss) attributable to noncontrolling interests	—			(0.1		)	1.0			(0.2		)
Net income (loss)	(14.3		)	(32.9		)	(46.6		)	(101.7		)
Other comprehensive income (loss) before income taxes:
Unrealized investment gains (losses), net of related offsets	52.8			(40.4		)	69.7			(47.9		)
Net pension liability adjustment	1.8			2.6			3.4			6.4
Other comprehensive income (loss) before income taxes	54.6			(37.8		)	73.1			(41.5		)
Less: Income tax expense (benefit) related to:
Unrealized investment gains (losses), net of related offsets	36.4			(24.3		)	65.1			(16.5		)
Net pension liability adjustment	—			—			—			—
Total income tax expense (benefit)	36.4			(24.3		)	65.1			(16.5		)
Other comprehensive income (loss), net of income taxes	18.2			(13.5		)	8.0			(25.0		)
Comprehensive income (loss)	3.9			(46.4		)	(38.6		)	(126.7		)
Less: Comprehensive income (loss) attributable to   noncontrolling interests	—			(0.1		)	1.0			(0.2		)
Comprehensive income (loss) attributable to   The Phoenix Companies, Inc.	$	3.9		$	(46.3	)	$	(39.6	)	$	(126.5	)
EARNINGS (LOSS) PER SHARE:
Income (loss) from continuing operations – basic	$	(2.38	)	$	(5.69	)	$	(7.85	)	$	(17.36	)
Income (loss) from continuing operations – diluted	$	(2.38	)	$	(5.69	)	$	(7.85	)	$	(17.36	)
Income (loss) from discontinued operations – basic	$	(0.10	)	$	(0.03	)	$	(0.26	)	$	(0.35	)
Income (loss) from discontinued operations – diluted	$	(0.10	)	$	(0.03	)	$	(0.26	)	$	(0.35	)
Net income (loss) attributable to   The Phoenix Companies, Inc.– basic	$	(2.49	)	$	(5.71	)	$	(8.29	)	$	(17.68	)
Net income (loss) attributable to   The Phoenix Companies, Inc. – diluted	$	(2.49	)	$	(5.71	)	$	(8.29	)	$	(17.68	)
Basic weighted-average common shares outstanding   (in thousands)	5,749			5,742			5,745			5,742
Diluted weighted-average common shares outstanding   (in thousands)	5,749			5,742			5,745			5,742

The accompanying unaudited notes are an integral part of these financial statements.

5

THE PHOENIX COMPANIES, INC.

Consolidated Interim Unaudited Statements of Cash Flows

($ in millions)

Six Months Ended June 30, 2014 and 2013

	June 30,
	2014			2013
OPERATING ACTIVITIES:
Net income (loss)	$	(47.6	)	$	(101.5	)
Net realized investment gains / losses	21.6			8.7
Policy acquisition costs deferred	(31.7		)	(28.9		)
Policy acquisition cost amortization	39.8			77.5
Amortization and depreciation	3.0			4.3
Interest credited	70.2			63.7
Equity in earnings of limited partnerships and other investments	(29.8		)	(21.4		)
Change in:
Accrued investment income	(81.1		)	(70.1		)
Deferred income taxes, net	(24.6		)	—
Reinsurance recoverable	8.6			5.8
Policy liabilities and accruals	(237.4		)	(193.8		)
Dividend obligations	30.9			(33.5		)
Pension and postretirement liabilities	(10.0		)	(4.4		)
Impact of operating activities of consolidated investment entities, net	(7.7		)	(2.0		)
Other operating activities, net	14.6			35.2
Cash provided by (used for) operating activities	(281.2		)	(260.4		)
INVESTING ACTIVITIES:
Purchases of:
Available-for-sale debt securities	(871.9		)	(992.7		)
Available-for-sale equity securities	(2.2		)	(2.4		)
Short-term investments	(1,058.9		)	(849.4		)
Derivative instruments	(33.0		)	(59.8		)
Fair value and other investments	(0.6		)	(20.0		)
Sales, repayments and maturities of:
Available-for-sale debt securities	662.8			912.6
Available-for-sale equity securities	4.3			2.7
Short-term investments	915.6			949.6
Derivative instruments	53.6			22.4
Fair value and other investments	14.1			11.7
Contributions to limited partnerships and limited liability corporations	(34.0		)	(27.7		)
Distributions from limited partnerships and limited liability corporations	64.0			58.8
Policy loans, net	78.0			57.3
Impact of investing activities of consolidated investment entities, net	—			—
Other investing activities, net	(4.4		)	(4.2		)
Cash provided by (used for) investing activities	(212.6		)	58.9

(Continued on next page)

The accompanying unaudited notes are an integral part of these financial statements.

6

THE PHOENIX COMPANIES, INC.

Consolidated Interim Unaudited Statements of Cash Flows

($ in millions)

Six Months Ended June 30, 2014 and 2013

(Continued from previous page)	June 30,
	2014			2013
FINANCING ACTIVITIES:
Policyholder deposits	713.0			708.9
Policyholder withdrawals	(611.9		)	(578.1		)
Net transfers to/from separate accounts	227.7			193.0
Impact of financing activities of consolidated investment entities, net	0.2			1.1
Other financing activities, net	—			—
Cash provided by (used for) financing activities	329.0			324.9
Change in cash and cash equivalents	(164.8		)	123.4
Change in cash included in discontinued operations assets	(1.4		)	(0.5		)
Cash and cash equivalents, beginning of period	496.4			246.4
Cash and cash equivalents, end of period	$	330.2		$	369.3
Supplemental Disclosure of Cash Flow Information
Income taxes paid (refunded)	$	—		$	8.7
Interest expense on indebtedness paid	$	13.9		$	13.9
Non-Cash Transactions During the Year
Investment exchanges	$	62.4		$	74.4

The accompanying unaudited notes are an integral part of these financial statements.

7

THE PHOENIX COMPANIES, INC.

Consolidated Interim Unaudited Statements of Changes in Stockholders’ Equity

($ in millions)

Six Months Ended June 30, 2014 and 2013

	June 30,
	2014			2013
COMMON STOCK:
Balance, beginning of period	$	0.1		$	0.1
Balance, end of period	$	0.1		$	0.1
ADDITIONAL PAID-IN CAPITAL:
Balance, beginning of period	$	2,633.1		$	2,633.1
Issuance of shares and compensation expense on stock compensation awards	(0.4		)	(0.1		)
Balance, end of period	$	2,632.7		$	2,633.0
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance, beginning of period	$	(185.2	)	$	(249.3	)
Other comprehensive income (loss)	8.0			(25.0		)
Balance, end of period	$	(177.2	)	$	(274.3	)
ACCUMULATED DEFICIT:
Balance, beginning of period	$	(1,692.1	)	$	(1,697.2	)
Net income (loss)	(47.6		)	(101.5		)
Balance, end of period	$	(1,739.7	)	$	(1,798.7	)
TREASURY STOCK, AT COST:
Balance, beginning of period	$	(182.9	)	$	(182.9	)
Balance, end of period	$	(182.9	)	$	(182.9	)
TOTAL STOCKHOLDERS’ EQUITY ATTRIBUTABLE TO
THE PHOENIX COMPANIES, INC.:
Balance, beginning of period	$	573.0		$	503.8
Change in stockholders’ equity attributable to The Phoenix Companies, Inc.	(40.0		)	(126.6		)
Balance, end of period	$	533.0		$	377.2
NONCONTROLLING INTERESTS:
Balance, beginning of period	$	10.7		$	6.7
Change in noncontrolling interests	1.1			0.8
Balance, end of period	$	11.8		$	7.5
TOTAL STOCKHOLDERS’ EQUITY:
Balance, beginning of period	$	583.7		$	510.5
Change in stockholders’ equity	(38.9		)	(125.8		)
Balance, end of period	$	544.8		$	384.7

The accompanying unaudited notes are an integral part of these financial statements.

8

THE PHOENIX COMPANIES, INC.

Notes to Consolidated Interim Unaudited Financial Statements

Six Months Ended June 30, 2014 and 2013

1.    Organization and Description of Business

The Phoenix Companies, Inc. (“we,” “our,” “us,” the “Company,” “PNX” or “Phoenix”) is a holding company and our operations are conducted through subsidiaries, principally Phoenix Life Insurance Company (“Phoenix Life”) and PHL Variable Insurance Company (“PHL Variable”), collectively with Phoenix Life and Phoenix Life and Annuity Company and American Phoenix Life and Reassurance, they are our “Life Companies.” We provide life insurance and annuity products through independent agents and financial advisors. Our policyholder base includes both affluent and middle market consumers, with our more recent business concentrated in the middle market. Most of our life insurance in force is permanent life insurance insuring one or more lives. Our annuity products include fixed and variable annuities with a variety of death benefit and guaranteed living benefit options.

We operate two businesses segments: Life and Annuity and Saybrus Partners, Inc. (“Saybrus”). The Life and Annuity segment includes individual life insurance and annuity products, including our closed block. Saybrus provides dedicated life insurance and other consulting services to financial advisors in partner companies, as well as support for sales of Phoenix’s product line through independent distribution organizations.

2.    Basis of Presentation and Significant Accounting Policies

We have prepared these consolidated interim unaudited financial statements in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), which differs materially from the accounting practices prescribed by various insurance regulatory authorities. Our consolidated interim unaudited financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidating these interim unaudited financial statements.

Certain prior year amounts have been reclassified to conform to the current year presentation. These consolidated interim unaudited financial statements include all adjustments (consisting primarily of accruals) considered necessary for the fair statement of the consolidated balance sheets, consolidated statements of income and comprehensive income, consolidated statements of cash flows and consolidated statements of changes in stockholders’ equity for the interim periods. Certain financial information that is not required for interim reporting has been omitted. Financial results for the three and six months ended June 30, 2014 are not necessarily indicative of full year results. Results for the three months ended June 30, 2014 include $6.2 million of income related to out-of-period adjustments. Results for the six months ended June 30, 2014 include $2.7 million of income related to out-of-period adjustments. Such amounts are not material to any period presented. These consolidated interim unaudited financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2013 contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”).

Use of estimates

In preparing these consolidated interim unaudited financial statements in conformity with U.S. GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated interim unaudited financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are made in the determination of estimated gross profits (“EGPs”) and estimated gross margins (“EGMs”) used in the valuation and amortization of assets and liabilities associated with universal life and annuity contracts; policyholder liabilities and accruals; valuation of investments in debt and equity securities; limited partnerships and other investments; valuation of deferred tax assets; pension and other post-employment benefits liabilities; and accruals for contingent liabilities. Certain of these estimates are particularly sensitive to market conditions and/or volatility in the debt or equity markets could have a material impact on the consolidated interim unaudited financial statements. Actual results could differ from these estimates.

9

2.    Basis of Presentation and Significant Accounting Policies (continued)

Adoption of new accounting standards

Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or Tax Credit Carryforward Exists

In July 2013, the FASB issued updated guidance regarding the presentation of unrecognized tax benefits when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. This new guidance was effective for interim or annual reporting periods beginning after December 15, 2013. This new guidance did not have a material impact on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Investment Companies: Amendments to the Scope, Measurement and Disclosure Requirements

In June 2013, the Financial Accounting Standards Board (the “FASB”) issued updated guidance clarifying the characteristics of an investment company and requiring new disclosures. This new guidance was effective for interim or annual reporting periods beginning after December 15, 2013. Under the guidance, all entities regulated under the Investment Company Act of 1940 automatically qualify as investment companies, while all other entities need to consider both the fundamental and typical characteristics of an investment company in determining whether they qualify as investment companies. This new guidance did not have a material impact on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Obligations Resulting for Joint and Several Liability Agreements for Which the Total Amount of the Obligation is Fixed at the Reporting Date

In February 2013, the FASB issued new guidance regarding liabilities (“ASU 2013-04,” Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date), effective retrospectively for fiscal years beginning after December 15, 2013 and interim periods within those years. The amendments require an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date, as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. In addition, the amendments require an entity to disclose the nature and amount of the obligation, as well as other information about the obligation. This new guidance did not have a material impact on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Accounting standards not yet adopted

Our accounting standards not yet adopted are presented in the notes to our consolidated financial statements for the year ended December 31, 2013 contained in the 2013 Form 10-K. There have been no changes since the filing of the year end December 31, 2013 consolidated financial statements discussed above other than as noted below.

Presentation of Financial Statements - Going Concern

In August 2014, the FASB issued guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entity’s ability to continue as a going concern. The new guidance applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations or financial statement disclosures.

10

2.    Basis of Presentation and Significant Accounting Policies (continued)

Consolidation - Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity

In August 2014, the FASB issued guidance allowing (i.e., not requiring) a reporting entity to measure the financial assets and financial liabilities of a consolidated collateralized financing entity, within the scope of the new guidance, based on either the fair value of the financial assets or financial liabilities, whichever is more observable (referred to as a “measurement alternative”). The new guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015 for public business entities. Early adoption will be permitted. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Revenue from Contracts with Customers

In May 2014, the FASB issued updated guidance on accounting for revenue recognition. The guidance is based on the core principle that revenue is recognized to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from cost incurred to obtain or fulfill a contract. Revenue recognition for insurance contracts is explicitly scoped out of the guidance. The new guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2016, and must be applied using one of two retrospective application methods. Early adoption is not permitted. The Company is currently assessing the impact of the guidance on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Significant Accounting Policies

Our significant accounting policies are presented in the notes to our consolidated financial statements for the year ended December 31, 2013 contained in the 2013 Form 10-K.

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3.    Reinsurance

Reinsurance recoverable includes balances due from reinsurers for paid and unpaid losses and is presented net of an allowance for uncollectable reinsurance. The reinsurance recoverable balance is $594.7 million and $603.3 million as of June 30, 2014 and December 31, 2013, respectively. Other reinsurance activity is shown below.

Direct Business and Reinsurance in Continuing Operations:	Three Months Ended						Six Months Ended
($ in millions)	June 30,						June 30,
	2014			2013			2014			2013
Direct premiums	$	119.2		$	126.3		$	235.0		$	247.7
Premiums assumed from reinsureds	0.6			1.4			2.4			4.0
Premiums ceded to reinsurers [1]	(36.6		)	(40.3		)	(74.6		)	(81.6		)
Premiums	$	83.2		$	87.4		$	162.8		$	170.1
Percentage of amount assumed to net premiums	0.7%			1.6%			1.5		%	2.4		%
Direct policy benefits incurred	$	196.8		$	177.8		$	376.3		$	397.4
Policy benefits assumed from reinsureds	25.7			11.3			38.3			18.8
Policy benefits ceded to reinsurers	(64.8		)	(50.0		)	(133.5		)	(115.3		)
Premiums paid to reinsurers [2]	16.0			16.1			38.3			27.5
Policy benefits [3]	$	173.7		$	155.2		$	319.4		$	328.4

———————

[1] Primarily represents premiums ceded to reinsurers related to traditional life and term insurance policies.

[2] For universal life and variable universal life contracts, premiums paid to reinsurers are reflected within policy benefits. See Note 2 to these consolidated interim unaudited financial statements for additional information regarding significant accounting policies.

[3] Policy benefit amounts above exclude changes in reserves, interest credited to policyholders and other items, which total $124.8 million and $117.6 million, net of reinsurance, for the three months ended June 30, 2014 and 2013, respectively, and $215.1 million and $263.2 million, net of reinsurance, for the six months ended June 30, 2014 and 2013, respectively

We remain liable to the extent that reinsuring companies may not be able to meet their obligations under reinsurance agreements in effect. Failure of the reinsurers to honor their obligations could result in losses to the Company. Since we bear the risk of nonpayment, on a quarterly basis we evaluate the financial condition of our reinsurers and monitor concentrations of credit risk. Based on our review of their financial statements, reputation in the reinsurance marketplace and other relevant information, we believe that we have no material exposure to uncollectible life reinsurance. At June 30, 2014, five major reinsurance companies account for approximately 64% of the reinsurance recoverable.

4.    Demutualization and Closed Block

In 1999, we began the process of reorganizing and demutualizing our then principal operating company, Phoenix Home Life. We completed the process in June 2001, when all policyholder membership interests in this mutual company were extinguished and eligible policyholders of the mutual company received shares of common stock of The Phoenix Companies, Inc., together with cash and policy credits, as compensation. To protect the future dividends of these policyholders, we also established a closed block for their existing policies.

Because closed block liabilities exceed closed block assets, we have a net closed block liability at June 30, 2014 and December 31, 2013, respectively. This net liability represents the maximum future earnings contribution to be recognized from the closed block and the change in this net liability each period is in the earnings contribution recognized from the closed block for the period. To the extent that actual cash flows differ from amounts anticipated, we may adjust policyholder dividends. If the closed block has excess funds, those funds will be available only to the closed block policyholders. However, if the closed block has insufficient funds to make policy benefit payments that are guaranteed, the payments will be made from assets outside of the closed block.

12

4.    Demutualization and Closed Block (continued)

Closed Block Assets and Liabilities as of:	June 30, 2014			December 31, 2013
($ in millions)							Inception
Available-for-sale debt securities	$	5,973.6		$	5,804.6		$	4,773.1
Available-for-sale equity securities	29.0			25.8			—
Short-term investments	144.8			106.9			—
Limited partnerships and other investments	347.5			345.3			399.0
Policy loans	1,178.6			1,201.6			1,380.0
Fair value investments	44.7			40.3			—
Total closed block investments	7,718.2			7,524.5			6,552.1
Cash and cash equivalents	35.3			78.2			—
Accrued investment income	81.3			81.7			106.8
Reinsurance recoverable	29.9			26.8			—
Deferred income taxes	273.2			284.9			389.4
Other closed block assets	72.8			58.2			41.4
Total closed block assets	8,210.7			8,054.3			7,089.7
Policy liabilities and accruals	8,162.3			8,257.2			8,301.7
Policyholder dividends payable	207.1			207.8			325.1
Policy dividend obligation	688.2			497.9			—
Other closed block liabilities	114.6			65.5			12.3
Total closed block liabilities	9,172.2			9,028.4			8,639.1
Excess of closed block liabilities over closed block assets [1]	961.5			974.1			$	1,549.4
Less: Excess of closed block assets over closed block liabilities   attributable to noncontrolling interests	(7.9		)	(7.4		)
Excess of closed block liabilities over closed block assets attributable to   The Phoenix Companies, Inc.	$	969.4		$	981.5

———————

[1] The maximum future earnings summary to inure to the benefit of the stockholders is represented by the excess of closed block liabilities over closed block assets. All unrealized investment gains (losses), net of income tax, have been allocated to the policyholder dividend obligation.

Closed Block Revenues and Expenses andChanges in	Three Months Ended						Six Months Ended
Policyholder Dividend Obligations:	June 30,						June 30,
($ in millions)	2014			2013			2014			2013
Closed block revenues
Premiums	$	75.8		$	78.7		$	148.6		$	154.2
Net investment income	95.1			101.0			203.9			200.1
Net realized investment gains (losses)	5.0			(1.7		)	10.3			1.7
Total revenues	175.9			178.0			362.8			356.0
Policy benefits	122.8			115.8			227.2			278.6
Other operating expenses	1.4			1.3			0.7			2.6
Total benefits and expenses	124.2			117.1			227.9			281.2
Closed block contribution to income before dividends and income taxes	51.7			60.9			134.9			74.8
Policyholder dividends	(42.3		)	(51.3		)	(116.1		)	(55.6		)
Closed block contribution to income before income taxes	9.4			9.6			18.8			19.2
Applicable income tax expense	3.3			3.4			6.6			6.7
Closed block contribution to income	6.1			6.2			12.2			12.5
Less: Closed block contribution to income attributable to   noncontrolling interests	(0.1		)	(0.1		)	0.4			(0.2		)
Closed block contribution to income attributable to   The Phoenix Companies, Inc.	$	6.2		$	6.3		$	11.8		$	12.7

13

4.    Demutualization and Closed Block (continued)

Closed Block Policyholder Dividend Obligation as of:	June 30, 2014			December 31, 2013
($ in millions)
Policyholder dividend obligation
Policyholder dividends provided through earnings	$	116.1		$	189.4
Policyholder dividends provided through OCI	158.9			(308.7		)
Additions to (reductions of) policyholder dividend liabilities	275.0			(119.3		)
Policyholder dividends paid	(85.4		)	(178.6		)
Increase (decrease) in policyholder dividend liabilities	189.6			(297.9		)
Policyholder dividend liabilities, beginning of period	705.7			1,003.6
Policyholder dividend liabilities, end of period	895.3			705.7
Policyholder dividends payable, end of period	(207.1		)	(207.8		)
Policyholder dividend obligation, end of period	$	688.2		$	497.9

The policyholder dividend obligation includes approximately $230.7 million and $200.0 million, respectively, for cumulative closed block earnings in excess of expected amounts calculated at the date of demutualization as of June 30, 2014 and December 31, 2013, respectively. These closed block earnings will not inure to stockholders, but will result in additional future dividends to closed block policyholders unless otherwise offset by future performance of the closed block that is less favorable than expected. If actual cumulative performance is less favorable than expected, only actual earnings will be recognized in net income. As of June 30, 2014 and December 31, 2013, the policyholder dividend obligation also includes $457.5 million and $297.9 million, respectively, of net unrealized gains on investments supporting the closed block liabilities.

5.    Deferred Policy Acquisition Costs

The balances of and changes in deferred policy acquisition costs (“DAC”) as of and for the periods ended June 30, 2014 and 2013 are as follows:

Deferred Policy Acquisition Costs:	Three Months Ended						Six Months Ended
($ in millions)	June 30,						June 30,
	2014			2013			2014			2013
Balance, beginning of period	$	892.4		$	881.5		$	940.6		$	902.2
Policy acquisition costs deferred	17.3			14.0			31.7			28.9
Costs amortized to expenses:
Recurring costs	(15.9		)	(27.0		)	(49.4		)	(75.5		)
Realized investment gains (losses)	(1.5		)	(5.2		)	9.6			(2.0		)
Offsets to net unrealized investment gains or losses   included in AOCI	(23.3		)	51.3			(63.5		)	61.0
Balance, end of period	$	869.0		$	914.6		$	869.0		$	914.6

14

6.    Sales Inducements

The balances of and changes in sales inducements as of and for the periods ended June 30, 2014 and 2013 are as follows:

Changes in Deferred Sales Inducement Activity:	Three Months Ended						Six Months Ended
($ in millions)	June 30,						June 30,
	2014			2013			2014			2013
Balance, beginning of period	$	74.3		$	64.8		$	76.1		$	61.4
Sales inducements deferred	5.5			2.7			7.6			5.6
Amortization charged to income	(1.9		)	(2.8		)	(2.6		)	(3.6		)
Offsets to net unrealized investment gains or losses   included in AOCI	(2.9		)	8.4			(6.1		)	9.7
Balance, end of period	$	75.0		$	73.1		$	75.0		$	73.1

7.    Investing Activities

Debt and equity securities

The following tables present the debt and equity securities available-for-sale by sector held at June 30, 2014 and December 31, 2013, respectively. The unrealized loss amounts presented below include the non-credit loss component of OTTI losses. We classify these investments into various sectors in line with industry conventions.

Fair Value and Cost of Securities:	June 30, 2014
($ in millions)			Gross		Gross					OTTI
	Amortized		Unrealized		Unrealized			Fair		Recognized
	Cost		Gains [1]		Losses [1]			Value		in AOCI [2]
U.S. government and agency	$	407.8	$	45.4	$	(0.4	)	$	452.8	$	—
State and political subdivision	418.8		31.8		(4.7		)	445.9		(1.1		)
Foreign government	203.3		26.4		—			229.7		—
Corporate	7,615.6		559.9		(52.9		)	8,122.6		(8.6		)
Commercial mortgage-backed (“CMBS”)	630.6		53.7		(0.2		)	684.1		(3.4		)
Residential mortgage-backed (“RMBS”)	1,946.7		70.4		(20.7		)	1,996.4		(25.6		)
Collateralized debt obligations (“CDO”) / collateralized loan obligations (“CLO”)	236.8		5.4		(3.1		)	239.1		(13.9		)
Other asset-backed (“ABS”)	273.8		15.1		(5.4		)	283.5		(1.8		)
Available-for-sale debt securities	$	11,733.4	$	808.1	$	(87.4	)	$	12,454.1	$	(54.4	)
Amounts applicable to the closed block	$	5,528.0	$	471.0	$	(25.4	)	$	5,973.6	$	(15.5	)
Available-for-sale equity securities	$	40.0	$	29.5	$	(1.0	)	$	68.5	$	—
Amounts applicable to the closed block	$	17.0	$	12.5	$	(0.5	)	$	29.0	$	—

————��——

[1] Net unrealized investment gains and losses on securities classified as available-for-sale and certain other assets are included in our consolidated balance sheets as a component of AOCI.

[2] Represents the amount of non-credit OTTI losses recognized in AOCI excluding net unrealized gains or losses subsequent to the date of impairment. The table above presents the special category of AOCI for debt securities that are other-than-temporarily impaired when the impairment loss has been split between the credit loss component (in earnings) and the non-credit component (separate category of AOCI).

15

7.    Investing Activities (continued)

Fair Value and Cost of Securities:	December 31, 2013
($ in millions)			Gross		Gross					OTTI
	Amortized		Unrealized		Unrealized			Fair		Recognized
	Cost		Gains [1]		Losses [1]			Value		in AOCI [2]
U.S. government and agency	$	370.2	$	36.2	$	(2.6	)	$	403.8	$	—
State and political subdivision	402.5		18.2		(10.2		)	410.5		(1.1		)
Foreign government	194.0		16.6		(0.7		)	209.9		—
Corporate	7,342.6		428.0		(140.1		)	7,630.5		(8.8		)
CMBS	681.2		36.2		(2.9		)	714.5		(3.4		)
RMBS	1,893.0		41.3		(37.4		)	1,896.9		(26.7		)
CDO/CLO	223.4		5.8		(5.1		)	224.1		(15.3		)
Other ABS	311.1		14.8		(7.5		)	318.4		(1.8		)
Available-for-sale debt securities	$	11,418.0	$	597.1	$	(206.5	)	$	11,808.6	$	(57.1	)
Amounts applicable to the closed block	$	5,515.2	$	365.4	$	(75.9	)	$	5,804.6	$	(16.5	)
Available-for-sale equity securities	$	40.4	$	22.3	$	(0.9	)	$	61.8	$	—
Amounts applicable to the closed block	$	17.1	$	9.1	$	(0.4	)	$	25.8	$	—

———————

[1] Net unrealized investment gains and losses on securities classified as available-for-sale and certain other assets are included in our consolidated balance sheets as a component of AOCI.

[2] Represents the amount of non-credit OTTI losses recognized in AOCI excluding net unrealized gains or losses subsequent to the date of impairment. The table above presents the special category of AOCI for debt securities that are other-than-temporarily impaired when the impairment loss has been split between the credit loss component (in earnings) and the non-credit component (separate category of AOCI).

Maturities of Debt Securities:	June 30, 2014
($ in millions)	Amortized		Fair
	Cost		Value
Due in one year or less	$	647.7	$	668.5
Due after one year through five years	2,150.4		2,332.1
Due after five years through ten years	3,246.3		3,415.0
Due after ten years	2,601.1		2,835.4
CMBS/RMBS/ABS/CDO/CLO [1]	3,087.9		3,203.1
Total	$	11,733.4	$	12,454.1

———————

[1] CMBS, RMBS, ABS, CDO and CLO are not listed separately in the table as each security does not have a single fixed maturity.

The maturities of debt securities, as of June 30, 2014, are summarized in the table above by contractual maturity. Actual maturities may differ from contractual maturities as certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties, and we have the right to put or sell certain obligations back to the issuers.

16

7.    Investing Activities (continued)

The following table depicts the sources of available-for-sale investment proceeds and related investment gains (losses).

Sales of Available-for-Sale Securities: ($ in millions)	Six Months Ended   June 30,
	2014			2013
Debt securities, available-for-sale
Proceeds from sales	$	70.4		$	46.8
Proceeds from maturities/repayments	605.9			841.5
Gross investment gains from sales, prepayments and maturities	18.6			12.0
Gross investment losses from sales and maturities	(3.8		)	(2.7		)
Equity securities, available-for-sale
Proceeds from sales	$	4.3		$	2.7
Gross investment gains from sales	1.9			1.0
Gross investment losses from sales	—			(1.2		)

Aging of Temporarily Impaired Securities:	June 30, 2014
($ in millions)	Less than 12 months					Greater than 12 months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
Debt Securities
U.S. government and agency	$	16.5	$	(0.1	)	$	8.4	$	(0.3	)	$	24.9	$	(0.4	)
State and political subdivision	18.3		(0.1		)	44.7		(4.6		)	63.0		(4.7		)
Foreign government	3.3		—			—		—			3.3		—
Corporate	180.5		(12.7		)	906.0		(40.2		)	1,086.5		(52.9		)
CMBS	0.1		—			10.8		(0.2		)	10.9		(0.2		)
RMBS	17.2		(0.4		)	331.1		(20.3		)	348.3		(20.7		)
CDO/CLO	24.0		(0.1		)	101.5		(3.0		)	125.5		(3.1		)
Other ABS	1.9		—			24.0		(5.4		)	25.9		(5.4		)
Debt securities	261.8		(13.4		)	1,426.5		(74.0		)	1,688.3		(87.4		)
Equity securities	8.4		(0.3		)	0.8		(0.7		)	9.2		(1.0		)
Total temporarily impaired securities	$	270.2	$	(13.7	)	$	1,427.3	$	(74.7	)	$	1,697.5	$	(88.4	)
Amounts inside the closed block	$	68.6	$	(2.3	)	$	513.2	$	(23.6	)	$	581.8	$	(25.9	)
Amounts outside the closed block	$	201.6	$	(11.4	)	$	914.1	$	(51.1	)	$	1,115.7	$	(62.5	)
Amounts outside the closed block   that are below investment grade	$	15.8	$	(0.6	)	$	69.5	$	(5.5	)	$	85.3	$	(6.1	)
Number of securities			72					279					351

17

7.    Investing Activities (continued)

Aging of Temporarily Impaired Securities:	December 31, 2013
($ in millions)	Less than 12 months					Greater than 12 months					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
Debt Securities
U.S. government and agency	$	48.0	$	(2.1	)	$	3.0	$	(0.5	)	$	51.0	$	(2.6	)
State and political subdivision	120.1		(7.6		)	10.7		(2.6		)	130.8		(10.2		)
Foreign government	41.0		(0.7		)	—		—			41.0		(0.7		)
Corporate	1,769.4		(91.8		)	314.9		(48.3		)	2,084.3		(140.1		)
CMBS	93.7		(2.7		)	6.5		(0.2		)	100.2		(2.9		)
RMBS	773.5		(24.4		)	144.4		(13.0		)	917.9		(37.4		)
CDO/CLO	64.1		(0.6		)	97.1		(4.5		)	161.2		(5.1		)
Other ABS	22.3		(0.1		)	29.5		(7.4		)	51.8		(7.5		)
Debt securities	2,932.1		(130.0		)	606.1		(76.5		)	3,538.2		(206.5		)
Equity securities	4.0		—			3.7		(0.9		)	7.7		(0.9		)
Total temporarily impaired securities	$	2,936.1	$	(130.0	)	$	609.8	$	(77.4	)	$	3,545.9	$	(207.4	)
Amounts inside the closed block	$	1,176.1	$	(48.9	)	$	224.6	$	(27.4	)	$	1,400.7	$	(76.3	)
Amounts outside the closed block	$	1,760.0	$	(81.1	)	$	385.2	$	(50.0	)	$	2,145.2	$	(131.1	)
Amounts outside the closed block   that are below investment grade	$	75.3	$	(3.5	)	$	52.9	$	(7.8	)	$	128.2	$	(11.3	)
Number of securities			476					154					630

Unrealized losses on below-investment-grade debt securities outside the closed block and inside the closed block with a fair value depressed by more than 20% of amortized cost totaled $3.2 million and $0.8 million, respectively, at June 30, 2014, of which $2.2 million and $0 million were depressed by more than 20% of amortized cost for more than 12 months.

As of June 30, 2014, available-for-sale securities in an unrealized loss position for over 12 months consisted of 267 debt securities and 12 equity securities. These debt securities primarily relate to corporate securities and RMBS, which have depressed values due primarily to an increase in interest rates since the purchase of these securities. Unrealized losses were not recognized in earnings on these debt securities since the Company neither intends to sell the securities nor do we believe that it is more likely than not that it will be required to sell these securities before recovery of their amortized cost basis. Additionally, based on a security-by-security analysis, we expect to recover the entire amortized cost basis of these securities. In our evaluation of each security, management considers the actual recovery periods for these securities in previous periods of broad market declines. For securities with significant declines, individual security level analysis was performed, which considered any credit enhancements, expectations of defaults on underlying collateral and other available market data, including industry analyst reports and forecasts. Similarly, for equity securities in an unrealized loss position for greater than 12 months, management performed an analysis on a security by security basis. Although there may be sustained losses for greater than 12 months on these securities, additional information was obtained related to company performance in the second quarter of 2014 which would not indicate that the additional losses are other-than-temporary.

Evaluating temporarily impaired available-for-sale securities

In management’s evaluation of temporarily impaired securities, many factors about individual issuers of securities as well as our best judgment in determining the cause of a decline in the estimated fair value are considered in the assessment of potential near-term recovery in the security’s value. Some of those considerations include, but are not limited to: (i) duration of time and extent to which the estimated fair value has been below cost or amortized cost; (ii) for debt securities, if the Company has the intent to sell or will more likely than not be required to sell a particular security before the decline in estimated fair value below amortized cost recovers; (iii) whether the issuer is experiencing significant financial difficulties and the potential for impairments of that issuer’s securities; (iv) pervasive issues across an entire industry sector/sub-sector; and (v) for structured securities, assessing any changes in the forecasted cash flows, the quality of underlying collateral, expectations of prepayment speeds, loss severity and payment priority of tranches held.

18

7.    Investing Activities (continued)

Other-than-temporary impairments

Management assessed all securities in an unrealized loss position in determining whether impairments were temporary or other-than-temporary. In reaching its conclusions, management exercised significant judgment and used a number of issuer-specific quantitative indicators and qualitative judgments to assess the probability of receiving a given security’s contractual cash flows. This included the issue’s implied yield to maturity, cumulative default rate based on rating, comparisons of issue-specific spreads to industry or sector spreads, specific trading activity in the issue and other market data such as recent debt tenders and upcoming refinancing requirements. Management also reviewed fundamentals such as issuer credit and liquidity metrics, business outlook and industry conditions. Management maintains a watch list of securities that is reviewed for impairments. Each security on the watch list was evaluated, analyzed and discussed, with the positive and negative factors weighed in the ultimate determination of whether or not the security was other-than-temporarily impaired. For securities for which no OTTI was ultimately indicated at June 30, 2014, management does not have the intention to sell, nor does it expect to be required to sell, these securities prior to their recovery.

OTTIs recorded on available-for-sale debt and equity securities for the three and six months ended June 30, 2014 were concentrated in corporate and common stock securities. These impairments were driven by deterioration in the performance of the underlying business.

The following table presents a roll-forward of pre-tax credit losses recognized in earnings related to available-for-sale debt securities for which a portion of the OTTI was recognized in OCI.

Credit Losses Recognized in Earnings on Available-for-Sale Debt Securities	Three Months Ended						Six Months Ended
for which a Portion of the OTTI Loss was Recognized in OCI:	June 30,						June 30,
($ in millions)	2014			2013			2014			2013
Balance, beginning of period	$	(63.6	)	$	(70.7	)	$	(72.0	)	$	(72.6	)
Add: Credit losses on securities not previously impaired [1]	—			—			—			—
Add: Credit losses on securities previously impaired [1]	—			(1.8		)	—			(3.4		)
Less: Credit losses on securities impaired due to intent to sell	—			—			—			—
Less: Credit losses on securities sold	0.5			—			8.9			3.5
Less: Increases in cash flows expected on   previously impaired securities	—			—			—			—
Balance, end of period	$	(63.1	)	$	(72.5	)	$	(63.1	)	$	(72.5	)

———————

[1] Additional credit losses on securities for which a portion of the OTTI loss was recognized in AOCI are included within net OTTI losses recognized in earnings on the statements of income and comprehensive income.

19

7.    Investing Activities (continued)

Limited partnerships and other investments

Limited Partnerships and Other Investments:	June 30, 2014		December 31, 2013
($ in millions)
Limited partnerships
Private equity funds	$	240.1	$	243.4
Mezzanine funds	175.6		180.4
Infrastructure funds	39.0		38.1
Hedge funds	11.4		13.0
Mortgage and real estate funds	3.9		3.3
Leverage leases	15.3		16.8
Direct equity investments	47.9		42.5
Life settlements	22.2		21.6
Other alternative assets	2.5		2.8
Limited partnerships and other investments	$	557.9	$	561.9
Amounts applicable to the closed block	$	347.5	$	345.3

Net investment income

Net investment income is comprised primarily of interest income, including amortization of premiums and accretion of discounts on structured securities, based on yields which are changed due to expectations in projected principal and interest cash flows, dividend income from common and preferred stock, gains and losses on securities measured at fair value and earnings from investments accounted for under equity method accounting.

Sources of Net Investment Income:	Three Months Ended				Six Months Ended
($ in millions)	June 30,				June 30,
	2014		2013		2014		2013
Debt securities [1]	$	150.1	$	141.7	$	293.7	$	286.8
Equity securities	0.7		0.7		1.3		(0.3		)
Limited partnerships and other investments	6.7		11.3		39.4		23.8
Policy loans	41.3		41.2		82.5		80.5
Fair value investments	1.1		3.2		0.7		2.0
Total investment income	199.9		198.1		417.6		392.8
Less: Discontinued operations	0.3		0.3		0.6		0.6
Less: Investment expenses	4.3		3.8		8.2		7.1
Net investment income	$	195.3	$	194.0	$	408.8	$	385.1
Amounts applicable to the closed block	$	95.1	$	101.0	$	203.9	$	200.1

———————

[1] Includes net investment income on short-term investments.

20

7.    Investing Activities (continued)

Net realized investment gains (losses)

Sources and Types of	Three Months Ended						Six Months Ended
Net Realized Investment Gains (Losses):	June 30,						June 30,
($ in millions)	2014			2013			2014			2013
Total other-than-temporary debt impairments	$	(0.5	)	$	—		$	(0.5	)	$	(0.9	)
Portion of gains (losses) recognized in OCI	—			(2.5		)	(0.2		)	(4.2		)
Net debt impairments recognized in earnings	$	(0.5	)	$	(2.5	)	$	(0.7	)	$	(5.1	)
Debt security impairments:
U.S. government and agency	$	—		$	—		$	—		$	—
State and political subdivision	—			—			—			—
Foreign government	—			—			—			—
Corporate	(0.5		)	—			(0.7		)	—
CMBS	—			(1.9		)	—			(1.9		)
RMBS	—			(1.1		)	—			(2.9		)
CDO/CLO	—			0.5			—			(0.3		)
Other ABS	—			—			—			—
Net debt security impairments	(0.5		)	(2.5		)	(0.7		)	(5.1		)
Equity security impairments	(0.5		)	—			(0.5		)	—
Limited partnerships and other investment impairments	—			—			—			—
Impairment losses	(1.0		)	(2.5		)	(1.2		)	(5.1		)
Debt security transaction gains	8.0			1.0			18.7			12.0
Debt security transaction losses	(0.9		)	(1.3		)	(3.8		)	(2.7		)
Equity security transaction gains	—			0.7			1.9			1.0
Equity security transaction losses	—			(1.2		)	—			(1.2		)
Limited partnerships and other investment transaction gains	—			—			—			—
Limited partnerships and other investment transaction losses	—			—			—			—
Net transaction gains (losses)	7.1			(0.8		)	16.8			9.1
Derivative instruments	(2.2		)	4.2			(26.0		)	(19.7		)
Embedded derivatives [1]	(0.4		)	6.2			(12.1		)	5.7
Assets valued at fair value	0.6			0.1			0.9			1.3
Net realized investment gains (losses),excluding impairment losses	5.1			9.7			(20.4		)	(3.6		)
Net realized investment gains (losses),including impairment losses	$	4.1		$	7.2		$	(21.6	)	$	(8.7	)

———————

[1] Includes the change in fair value of embedded derivatives associated with fixed index annuity indexed crediting feature and variable annuity riders. See Note 10 to these consolidated interim unaudited financial statements for additional disclosures.

21

7.    Investing Activities (continued)

Unrealized investment gains (losses)

Sources of Changes in	Three Months Ended						Six Months Ended
Net Unrealized Investment Gains (Losses):	June 30,						June 30,
($ in millions)	2014			2013			2014		2013
Debt securities	$	161.9		$	(389.8	)	$	330.1	$	(411.6	)
Equity securities	5.2			4.2			7.1		6.2
Other investments	(0.5		)	(1.5		)	0.2		(0.5		)
Net unrealized investment gains (losses)	$	166.6		$	(387.1	)	$	337.4	$	(405.9	)
Net unrealized investment gains (losses)	$	166.6		$	(387.1	)	$	337.4	$	(405.9	)
Applicable to closed block policyholder dividend obligation	76.8			(205.1		)	158.9		(225.7		)
Applicable to DAC	23.3			(51.3		)	63.5		(61.0		)
Applicable to other actuarial offsets	13.7			(90.3		)	45.3		(71.3		)
Applicable to deferred income tax expense (benefit)	36.4			(24.3		)	65.1		(16.5		)
Offsets to net unrealized investment gains (losses)	150.2			(371.0		)	332.8		(374.5		)
Net unrealized investment gains (losses) included in OCI	$	16.4		$	(16.1	)	$	4.6	$	(31.4	)

Consolidated variable interest entities

The Company regularly invests in private equity type fund structures which are variable interest entities (“VIEs”). Entities which do not have sufficient equity at risk to allow the entity to finance its activities without additional financial support or in which the equity investors, as a group, do not have the characteristic of a controlling financial interest are referred to as VIEs. We perform ongoing assessments of our investments in VIEs to determine whether we have the power to direct the most significant activities of the entity and an economic interest in the entity. When we hold both the power to direct the most significant activities of the entity and an economic interest in the entity, we are considered to be the primary beneficiary of the entity and consolidate the VIE. The consolidated entities are all investment company-like structures which follow specialized investment company accounting and record underlying investments at fair value. The nature of the VIEs’ operations and purpose are private equity limited partnerships, single asset limited liability companies (“LLCs”) and a fund of fund investment structure and have investments in homogeneous types of assets presented below.

22

7.    Investing Activities (continued)

The following table presents the total assets and total liabilities relating to consolidated VIEs at June 30, 2014 and December 31, 2013.

Carrying Value of Assets and Liabilities for	June 30, 2014						December 31, 2013
Consolidated Variable Interest Entities:					Maximum						Maximum
($ in millions)					Exposure						Exposure
	Assets		Liabilities		to Loss [1]		Assets		Liabilities		to Loss [1]
Debt securities, at fair value [2]	$	4.6	$	—	$	4.2	$	3.6	$	—	$	3.2
Equity securities, at fair value [2]	33.5		—		28.5		29.4		—		24.7
Cash and cash equivalents	10.8		—		10.7		10.8		—		10.6
Investment in partnership interests	—		—		—		0.1		—		0.1
Investment in single asset LLCs	23.4		—		17.7		19.9		—		15.1
Other assets	0.6		—		0.5		0.6		—		0.5
Total assets of consolidated VIEs	$	72.9	$	—	$	61.6	$	64.4	$	—	$	54.2
Total liabilities of consolidated VIEs	$	—	$	0.7	$	0.5	$	—	$	0.8	$	0.6

———————

[1] Creditors or beneficial interest holders of the consolidated VIEs have no recourse to our general credit. Our obligation to the VIEs is limited to the amount of our committed investment. We have not provided material financial or other support that was not contractually required to these VIEs. The maximum exposure to loss above at June 30, 2014 and December 31, 2013 excludes unfunded commitments of $13.0 million and $0, respectively.

[2] Included in fair value investments on the consolidated balance sheets.

Non-consolidated variable interest entities

The carrying value of our investments in non-consolidated VIEs (based upon sponsor values and financial statements of the individual entities) for which we are not the primary beneficiary was $142.4 million and $172.6 million as of June 30, 2014 and December 31, 2013, respectively. The maximum exposure to loss is equal to the carrying amounts plus any unfunded commitments of the Company. Such a maximum loss would be expected to occur only upon bankruptcy of the issuer or investee. The Company has not provided nor intends to provide financial support to these entities unless contractually required. We do not have the contractual option to redeem these limited partnership interests but receive distributions based on the liquidation of the underlying assets. The Company must generally request general partner consent to transfer or sell its fund interests. The Company performs ongoing qualitative analysis of its involvement with VIEs to determine if consolidation is required.

Carrying Value of Assets and Liabilities	June 30, 2014						December 31, 2013
and Maximum Exposure Loss Relating					Maximum						Maximum
to Variable Interest Entities:					Exposure						Exposure
($ in millions)	Assets		Liabilities		to Loss [1]		Assets		Liabilities		to Loss [1]
Limited partnerships	$	89.5	$	—	$	145.3	$	116.7	$	—	$	171.6
LLCs	52.9		—		52.9		55.9		—		55.9
Total	$	142.4	$	—	$	198.2	$	172.6	$	—	$	227.5

———————

[1] Creditors or beneficial interest holders of the VIEs have no recourse to our general credit. Our obligation to the VIEs is limited to the amount of our committed investment. We have not provided material financial or other support that was not contractually required to these VIEs.

23

7.    Investing Activities (continued)

In addition, the Company makes passive investments in structured securities issued by VIEs, for which the Company is not the manager, which are included in CMBS, RMBS, CDO/CLO and other ABS within available-for-sale debt securities, and in fair value investments, in the consolidated balance sheets. The Company has not provided financial or other support with respect to these investments other than its original investment. For these investments, the Company determined it is not the primary beneficiary due to the size of our investment relative to the structured securities issued by the VIE, the level of credit subordination which reduces the Company’s obligation to absorb losses or right to receive benefits, and the Company’s lack of power over the activities that most significantly impact the economic performance of the VIEs. The Company’s maximum exposure to loss on these investments is limited to the amount of our investment.

Issuer and counterparty credit exposure

Credit exposure related to issuers and derivatives counterparties is inherent in investments and derivative contracts with positive fair value or asset balances. We manage credit risk through the analysis of the underlying obligors, issuers and transaction structures. We review our debt security portfolio regularly to monitor the performance of obligors and assess the stability of their credit ratings. We also manage credit risk through industry and issuer diversification and asset allocation. Included in fixed maturities are below-investment-grade assets totaling $870.3 million and $864.0 million at June 30, 2014 and December 31, 2013, respectively. Maximum exposure to an issuer or derivative counterparty is defined by quality ratings, with higher quality issuers having larger exposure limits. As of June 30, 2014, we were exposed to the credit concentration risk of one issuer, Bank of America Corp, representing exposure greater than 10.0% of stockholders’ equity other than U.S. government and government agencies backed by the faith and credit of the U.S. government. We monitor credit exposures by actively monitoring dollar limits on transactions with specific counterparties. We have an overall limit on below-investment-grade rated issuer exposure. Additionally, the creditworthiness of counterparties is reviewed periodically. We generally use ISDA Master Agreements which include Credit Support Annexes which include collateral provisions to reduce counterparty credit exposures. To further mitigate the risk of loss on derivatives, we only enter into contracts in which the counterparty is a financial institution with a rating of A or higher from at least one Nationally Recognized Statistical Rating Organization.

As of June 30, 2014, we held derivative assets, net of liabilities, with a fair value of $89.3 million. Derivative credit exposure was diversified with 11 different counterparties. We also had debt securities of these issuers with a fair value of $267.6 million as of June 30, 2014. Our maximum amount of loss due to credit risk with these issuers was $356.9 million as of June 30, 2014. See Note 11 to these consolidated interim unaudited financial statements for additional information regarding derivatives.

8.    Financing Activities

Debt is carried net of original issue discount as follows:

Indebtedness at Carrying Value:	June 30, 2014		December 31, 2013
($ in millions)
7.15% surplus notes, due December 2034	$	126.2	$	126.1
7.45% senior unsecured bonds, matures January 2032	252.7		252.7
Total indebtedness	$	378.9	$	378.8

Our 7.15% surplus notes are an obligation of Phoenix Life. The carrying value of the 2034 notes is net of $0.5 million of unamortized original issue discount. Interest payments require the prior approval of the New York State Department of Financial Services (“NYDFS”) and may be made only out of surplus funds which the NYDFS determines to be available for such payments under New York Insurance Law. The notes may be redeemed at the option of Phoenix Life at any time at the “make-whole” redemption price set forth in the offering circular. New York Insurance Law provides that the notes are not part of the legal liabilities of Phoenix Life.

We may redeem any or all of the 7.45% senior unsecured bonds at a redemption price equal to 100% of principal plus accrued and unpaid interest to the redemption date. We have repurchased a cumulative amount of $47.3 million of par value of these bonds as of June 30, 2014. No repurchases were made during 2014 or 2013. In March 2013, we extinguished $31.4 million par value of these bonds.

24

8.    Financing Activities (continued)

The indenture governing our senior unsecured bonds requires us to file with U.S. Bank, National Association, as trustee, within 15 days after we are required to file with the SEC, copies of the annual reports and of the information, documents and other reports that we are required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. In connection with the restatement of our prior period financial statements, we were unable to file with the SEC certain of our periodic SEC reports and meet the requirement to timely deliver a copy of such reports to the trustee. Prior to December 31, 2013, we successfully completed two consent solicitations of bondholders seeking consent to amend the indenture governing the bonds and provide a related waiver to extend the due dates for providing certain of our SEC reports to the trustee. On January 23, 2014, we commenced a third consent solicitation of bondholders to further amend the indenture and provide a related waiver to extend the date for providing the trustee with the Company’s Quarterly Report on Form 10-Q for the third quarter of 2012 (the “Third Quarter 2012 Form 10-Q”), the 2012 Form 10-K, our Quarterly Reports on Form 10-Q for the first, second and third quarters of 2013 (the “2013 Forms 10-Q”), the 2013 Form 10-K and our Quarterly Reports on Form 10-Q for the first, second and third quarters of 2014 (the “2014 Forms 10-Q”) to March 16, 2015. On February 21, 2014, the Company and the trustee executed a third supplemental indenture providing that until 5:30 p.m., New York City time on March 16, 2015, any failure by us to comply with the sections of the Indenture relating to the filing of the Third Quarter 2012 Form 10-Q, the 2012 Form 10-K, the 2013 Forms 10-Q, the 2013 Form 10-K and the 2014 Forms 10-Q will not constitute defaults under the Indenture and that our filing of such reports on a delayed basis on or prior to such time and date will satisfy our obligations under the reporting covenant in the indenture. Pursuant to the waiver, any and all defaults and events of default occurring under the Indenture prior to the effectiveness of the third supplemental indenture are waived.

We have recorded indebtedness at unpaid principal balances of each instrument net of issue discount. The Company or its subsidiaries may, from time to time, purchase its debt securities in the open market subject to considerations including, but not limited to, market conditions, relative valuations, capital allocation and the determination that it is in the best interest of the Company and its stakeholders.

Future minimum annual principal payments on indebtedness as of June 30, 2014 are $252.7 million in 2032 and $126.7 million in 2034.

Interest Expense on Indebtedness, including	Three Months Ended				Six Months Ended
Amortization of Debt Issuance Costs:	June 30,				June 30,
($ in millions)	2014		2013		2014		2013
7.15% surplus notes	$	2.3	$	2.3	$	4.6	$	4.6
7.45% senior unsecured bonds	4.8		4.8		9.6		10.2
Interest expense on indebtedness	$	7.1	$	7.1	$	14.2	$	14.8

9.    Common Stock and Stock Repurchase Program

We have authorization for the issuance of 50 million shares of our common stock.

Through June 30, 2014, we have issued 6.4 million common shares (2.8 million shares to our policyholders in exchange for their interests in the mutual company and 3.6 million shares in sales to the public and to settle share-based compensation awards). As of June 30, 2014, shares issued and outstanding include 0.1 million shares held in a Rabbi Trust to fund equity awards on which recipients are allowed to vote their shares. As of June 30, 2014, we also had 0.4 million shares reserved for issuance under our stock option plans (0.3 million shares) and our restricted stock unit (“RSU”) plans (0.1 million shares).

The Company is authorized to repurchase up to an aggregate amount of $25.0 million (not including fees and expenses) of the Company’s outstanding shares of common stock. Under the stock repurchase program, purchases may be made from time to time in the open market, in accelerated stock buyback arrangements, in privately negotiated transactions or otherwise, subject to market prices and other conditions. There is no time limit placed on the duration of the program, which may be modified, extended or terminated by the Board of Directors (the “Board”) at any time. There were no shares repurchased under this authorization.

25

9.    Common Stock and Stock Repurchase Program (continued)

State Farm Mutual Automobile Insurance Company (“State Farm”) currently owns of record 5.1% of our outstanding common stock. In the six months ended June 30, 2014 and 2013, we incurred $1.3 million and $1.3 million, respectively, as compensation costs for the sale of our insurance and annuity products by entities that were either subsidiaries of State Farm or owned by State Farm agents.

10.    Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives

Separate accounts

Separate account products are those for which a separate investment and liability account is maintained on behalf of the policyholder. Investment objectives for these separate accounts vary by fund account type, as outlined in the applicable fund prospectus or separate account plan of operations. We have variable annuity and variable life insurance contracts that are classified as separate account products. The assets supporting these contracts are carried at fair value and are reported as separate account assets with an equivalent amount reported as separate account liabilities. Amounts assessed against the policyholder for mortality, administration and other services are included within revenue in fee income. For the three and six months ended June 30, 2014 and 2013, there were no gains or losses on transfers of assets from the general account to a separate account.

Assets with fair value and carrying value of $2.3 billion and $2.0 billion at June 30, 2014 and December 31, 2013, respectively, supporting fixed indexed annuities are maintained in accounts that are legally segregated from the other assets of the Company, but policyholders do not direct the investment of those assets and the investment performance does not pass through to the policyholders. These assets supporting fixed indexed annuity contracts are reported within the respective investment line items on the consolidated balance sheets.

Separate Account Investments of Account Balances of Variable Annuity Contracts with Insurance Guarantees:	June 30, 2014		December 31, 2013
($ in millions)
Debt securities	$	420.6	$	433.0
Equity funds	1,817.6		1,920.4
Other	57.1		64.3
Total	$	2,295.3	$	2,417.7

Death benefits and other insurance benefit features

Variable annuity guaranteed benefits

We establish policy benefit liabilities for minimum death and income benefit guarantees relating to certain annuity policies as follows:

• Liabilities associated with the guaranteed minimum death benefit (“GMDB”) are determined by estimating the expected value of death benefits in excess of the projected account balance and recognizing the excess ratably over the expected life of the contract based on total expected assessments. The assumptions used for calculating the liabilities are generally consistent with those used for amortizing DAC.

• Liabilities associated with the guaranteed minimum income benefit (“GMIB”) are determined by estimating the expected value of the income benefits in excess of the projected account balance at the date of annuitization and recognizing the excess ratably over the accumulation period based on total expected assessments. The assumptions used for calculating such guaranteed income benefit liabilities are generally consistent with those used for amortizing DAC.

26

10.    Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives (continued)

For variable annuities with GMDB and GMIB, reserves for these guarantees are calculated and recorded in policy liabilities and accruals on our consolidated balance sheets. Changes in the liability are recorded in policy benefits on our consolidated statements of income and comprehensive income. We regularly evaluate estimates used and adjust the additional liability balances, with a related charge or credit to benefit expense if actual experience or other evidence suggests that earlier assumptions should be revised.

Changes in Variable Annuity Guaranteed Insurance Benefit Liability Balances:	Three Months Ended   June 30, 2014						Six Months Ended   June 30, 2014
($ in millions)	Annuity			Annuity			Annuity			Annuity
	GMDB			GMIB			GMDB			GMIB
Balance, beginning of period	$	22.1		$	9.0		$	22.7		$	9.8
Incurred	(2.6		)	(3.3		)	(2.7		)	(4.0		)
Paid	(0.8		)	—			(1.4		)	—
Change due to net unrealized gains or losses included in AOCI	(0.1		)	—			—			(0.1		)
Assumption unlocking	—			—			—			—
Balance, end of period	$	18.6		$	5.7		$	18.6		$	5.7

Changes in Variable Annuity Guaranteed Insurance Benefit Liability Balances:	Three Months Ended   June 30, 2013						Six Months Ended   June 30, 2013
($ in millions)	Annuity			Annuity			Annuity			Annuity
	GMDB			GMIB			GMDB			GMIB
Balance, beginning of period	$	15.2		$	22.8		$	15.9		$	21.7
Incurred	0.8			(1.2		)	1.3			—
Paid	(1.0		)	—			(2.3		)	—
Change due to net unrealized gains or losses included in AOCI	(0.1		)	—			—			(0.1		)
Assumption unlocking	—			—			—			—
Balance, end of period	$	14.9		$	21.6		$	14.9		$	21.6

27

10.    Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives (continued)

For those guarantees of benefits that are payable in the event of death, the net amount at risk (“NAR”) is generally defined as the benefit payable in excess of the current account balance at our balance sheet date. We have entered into reinsurance agreements to reduce the net amount of risk on certain death benefits. Following are the major types of death benefits currently in force as defined in Note 11 to our consolidated financial statements in the 2013 Form 10-K:

GMDB and GMIB Benefits by Type:	June 30, 2014
($ in millions)			NAR		NAR		Average
	Account		before		after		Attained Age
	Value		Reinsurance		Reinsurance		of Annuitant
GMDB return of premium	$	729.9	$	1.7	$	1.7	63
GMDB step up	1,888.9		110.9		8.5		64
GMDB earnings enhancement benefit (“EEB”)	33.8		—		—		64
GMDB greater of annual step up and roll up	26.4		4.6		4.6		68
Total GMDB at June 30, 2014	2,679.0		$	117.2	$	14.8
Less: General account value with GMDB	391.6
Subtotal separate account liabilities with GMDB	2,287.4
Separate account liabilities without GMDB	998.0
Total separate account liabilities	$	3,285.4
GMIB [1] at June 30, 2014	$	366.7					65
GMDB and GMIB Benefits by Type:	December 31, 2013
($ in millions)			NAR		NAR		Average
	Account		before		after		Attained Age
	Value		Reinsurance		Reinsurance		of Annuitant
GMDB return of premium	$	770.3	$	2.1	$	2.1	63
GMDB step up	1,974.7		117.9		9.9		64
GMDB earnings enhancement benefit (“EEB”)	36.0		0.1		0.1		64
GMDB greater of annual step up and roll up	26.7		4.8		4.8		68
Total GMDB at December 31, 2013	2,807.7		$	124.9	$	16.9
Less: General account value with GMDB	403.3
Subtotal separate account liabilities with GMDB	2,404.4
Separate account liabilities without GMDB	997.9
Total separate account liabilities	$	3,402.3
GMIB [1] at December 31, 2013	$	398.6					64

———————

[1] Policies with a GMIB also have a GMDB, however these benefits are not additive. When a policy terminates due to death, any NAR related or GMIB is released. Similarly, when a policy goes into benefit status on a GMIB, its GMDB NAR is released.

28

10.    Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives (continued)

Fixed indexed annuity guaranteed benefits

Many of our fixed indexed annuities contain guaranteed benefits. We establish policy benefit liabilities for minimum death and minimum withdrawal benefit guarantees relating to these policies as follows:

• Liabilities associated with the guaranteed minimum withdrawal benefit (“GMWB”) and Chronic Care guarantees are determined by estimating the value of the withdrawal benefits expected to be paid after the projected account value depletes and recognizing the value ratably over the accumulation period based on total expected assessments. Liabilities associated with the GMWB for the fixed indexed annuities differ from those contained on variable annuities in that the GMWB feature and the underlying contract, exclusive of the equity index crediting option, are fixed income instruments.

• Liabilities associated with the GMDB are determined by estimating the expected value of death benefits in excess of the projected account balance and recognizing the excess ratably over the expected life of the contract based on total expected assessments.

The assumptions used for calculating GMWB, GMDB and Chronic Care guarantees are generally consistent with those used for amortizing DAC. We regularly evaluate estimates used and adjust the additional liability balances, with a related charge or credit to benefit expense if actual experience or other evidence suggests that earlier assumptions should be revised. The GMWB, GMDB and Chronic Care guarantees on fixed indexed annuities are recorded in policy liabilities and accruals on our consolidated balance sheets.

Changes in Fixed Indexed Annuity Guaranteed Liability Balances:	Fixed Indexed Annuity
($ in millions)	GMWB & GMDB
	Three Months Ended   June 30,						Six Months Ended   June 30,
	2014			2013			2014		2013
Balance, beginning of period	$	114.7		$	117.5		90.0		103.6
Incurred	11.3			20.2			16.3		32.8
Paid	(0.1		)	(0.1		)	(0.2	)	(0.2	)
Change due to net unrealized gains or losses included in AOCI	15.3			(48.2		)	35.1		(46.8	)
Assumption unlocking	—			—			—		—
Balance, end of period	$	141.2		$	89.4		141.2		89.4

29

10.    Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives (continued)

Universal life

Liabilities for universal life contracts in excess of the account balance, some of which contain secondary guarantees, are generally determined by estimating the expected value of benefits and expenses when claims are triggered and recognizing those benefits and expenses over the accumulation period based on total expected assessments. The assumptions used in estimating these liabilities are generally consistent with those used for amortizing DAC.

Changes in Universal Life Guaranteed Liability Balances:	Universal Life
($ in millions)	Secondary Guarantees
	Three Months Ended   June 30,						Six Months Ended   June 30,
	2014			2013			2014			2013
Balance, beginning of period	$	183.6		$	151.2		$	179.8		$	137.7
Incurred	9.7			8.5			14.5			24.9
Paid	(1.3		)	(1.9		)	(3.2		)	(5.3		)
Change due to net unrealized gains or losses included in AOCI	0.9			(2.3		)	1.8			(1.8		)
Assumption unlocking	—			—			—			—
Balance, end of period	$	192.9		$	155.5		$	192.9		$	155.5

In addition, the universal life block of business has experience which produces profits in earlier periods followed by losses in later periods for which additional reserves are required to be held above the account value liability. These reserves are accrued ratably over historical and anticipated positive income to offset the future anticipated losses. The assumptions used in estimating these liabilities are generally consistent with those used for amortizing DAC.

Changes in Universal Life Additional Liability Balances:	Universal Life
($ in millions)	Profits Followed by Losses
	Three Months Ended   June 30,						Six Months Ended   June 30,
	2014			2013			2014		2013
Balance, beginning of period	$	293.4		$	341.4		$	257.0	$	308.4
Expenses	24.1			17.4			44.0		39.4
Change due to net unrealized gains or losses included in AOCI	(9.3		)	(19.2		)	7.2		(8.2		)
Assumption unlocking	—			—			—		—
Balance, end of period	$	308.2		$	339.6		$	308.2	$	339.6

30

10.    Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives (continued)

Embedded derivatives

Variable annuity embedded derivatives

Certain separate account variable products may contain a GMWB, guaranteed minimum accumulation benefit (“GMAB”) and/or combination (“COMBO”) rider as defined in Note 11 to our consolidated financial statements in the 2013 Form 10-K. These features are accounted for as embedded derivatives as described below.

Variable Annuity Embedded Derivatives Non-Insurance Guaranteed Product Features:	June 30, 2014
($ in millions)			Average
			Attained
	Account		Age of
	Value		Annuitant
GMWB	$	554.1	64
GMAB	355.8		59
COMBO	7.3		63
Balance, end of period	$	917.2
Variable Annuity Embedded Derivatives Non-Insurance Guaranteed Product Features:	December 31, 2013
($ in millions)			Average
			Attained
	Account		Age of
	Value		Annuitant
GMWB	$	581.5	64
GMAB	382.2		59
COMBO	7.2		63
Balance, end of period	$	970.9

The GMWB, GMAB and COMBO features represent embedded derivative liabilities in the variable annuity contracts that are required to be reported separately from the host variable annuity contract. These liabilities are recorded at fair value within policyholder deposit funds on the consolidated balance sheets with changes in fair value recorded in realized investment gains on the consolidated statements of income and comprehensive income. The fair value of the GMWB, GMAB and COMBO obligation is calculated based on actuarial and capital market assumptions related to the projected cash flows, including benefits and related contract charges, over the lives of the contracts, incorporating expectations concerning policyholder behavior. As markets change, contracts mature and actual policyholder behavior emerges, these assumptions are continually evaluated and may from time to time be adjusted. Embedded derivative liabilities for GMWB, GMAB and COMBO are shown in the table below.

Variable Annuity Embedded Derivative Liabilities:	June 30, 2014			December 31, 2013
($ in millions)
GMWB	$	(2.5	)	$	(5.1	)
GMAB	(1.1		)	1.4
COMBO	(0.4		)	(0.4		)
Total variable annuity embedded derivative liabilities	$	(4.0	)	$	(4.1	)

There were no benefit payments made for the GMWB and GMAB in the six months ended June 30, 2014 and 2013. We have established a risk management strategy under which we hedge our GMAB, GMWB and COMBO exposure using equity index options, equity index futures, equity index variance swaps, interest rate swaps and swaptions.

31

10.    Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives (continued)

Fixed indexed annuity embedded derivatives

Fixed indexed annuities may also contain a variety of index-crediting options: policy credits that are calculated based on the performance of an outside equity market or other index over a specified term. These index options are embedded derivative liabilities that are required to be reported separately from the host contract. These index options are accounted for at fair value and recorded in policyholder deposits within the consolidated balance sheets with changes in fair value recorded in realized investment gains, in the consolidated statements of income and comprehensive income. The fair value of these index options is calculated using the budget method. See Note 12 to these consolidated interim unaudited financial statements for additional information. Several additional inputs reflect our internally developed assumptions related to lapse rates and other policyholder behavior. The fair value of these embedded derivatives was $107.4 million and $78.9 million as of June 30, 2014 and December 31, 2013, respectively. In order to manage the risk associated with these equity indexed-crediting features, we hedge using equity index options. See Note 11 to these consolidated interim unaudited financial statements for additional information.

Embedded derivatives realized gains and losses

Changes in the fair value of embedded derivatives associated with variable annuity and fixed indexed annuity contracts are recorded as realized investment gains and losses within the consolidated statements of income and comprehensive income. Embedded derivatives gains and (losses) recognized in earnings for the three and six months ended June 30, 2014 are $(0.4) million and $(12.1) million, respectively. Embedded derivatives gains and (losses) recognized in earnings for the three and six months ended June 30, 2013 are $6.2 million and $5.7 million, respectively.

11.    Derivative Instruments

We use derivative financial instruments, including options, futures and swaps as a means of hedging exposure to interest rate, equity price change, equity volatility and foreign currency risk. This includes our surplus hedge which utilizes futures and options to hedge against declines in equity markets and the resulting statutory capital and surplus impact, as well as our fixed indexed annuity (“FIA”) separate account hedge which uses interest rate swaptions to hedge against rising interest rates. We also use derivative instruments to economically hedge our exposure on living benefits offered on certain of our variable annuity products as well as index credits on our fixed indexed annuity products.

The Company seeks to enter into over-the-counter (“OTC”) derivative transactions pursuant to master agreements that provide for a netting of payments and receipts by counterparty. As of June 30, 2014 and December 31, 2013, $12.7 million and $8.6 million, respectively, of cash and cash equivalents were held as collateral by a third party related to our derivative transactions.

Our derivatives are not designated as hedges for accounting purposes.

Derivative Instruments:				Fair Value as of
($ in millions)		Notional		June 30, 2014
	Maturity	Amount		Assets		Liabilities [1]
Interest rate swaps	2016 - 2029	$	114.0	$	6.7	$	3.2
Variance swaps	2015 - 2017	0.9		—		8.9
Swaptions	2024 - 2025	3,277.0		4.9		—
Put options	2015 - 2022	406.0		22.6		—
Call options [2]	2014 - 2019	1,889.4		128.3		72.9
Cross currency swaps	2016	10.0		—		0.7
Equity futures	2014	136.1		12.5		—
Total derivative instruments		$	5,833.4	$	175.0	$	85.7

———————

[1] Derivative liabilities are included in other liabilities on the consolidated balance sheets.

[2] Includes a contingent receivable of $1.9 million.

32

11.    Derivative Instruments (continued)

Derivative Instruments:				Fair Value as of
($ in millions)		Notional		December 31, 2013
	Maturity	Amount		Assets		Liabilities [1]
Interest rate swaps	2016 - 2027	$	139.0	$	3.9	$	6.8
Variance swaps	2015 - 2017	0.9		—		7.9
Swaptions	2024 - 2029	3,902.0		30.7		—
Put options	2015 - 2022	406.0		31.1		—
Call options [2]	2014 - 2018	1,701.6		163.1		96.1
Cross currency swaps	2016	10.0		—		0.7
Equity futures	2014	160.6		14.3		—
Total derivative instruments		$	6,320.1	$	243.1	$	111.5

———————

[1] Derivative liabilities are included in other liabilities on the consolidated balance sheets.

[2] Includes a contingent receivable of $1.9 million.

Derivative Instrument Gains (Losses) Recognized in	Three Months Ended						Six Months Ended
Realized Investment Gains (Losses):	June 30,						June 30,
($ in millions)	2014			2013			2014			2013
Interest rate swaps	$	(0.3	)	$	(5.2	)	$	4.7		$	(6.0	)
Variance swaps	(0.4		)	0.3			(1.0		)	(1.8		)
Swaptions	(7.3		)	15.4			(25.6		)	13.6
Put options	(4.5		)	(4.0		)	(8.7		)	(21.4		)
Call options	17.1			2.5			14.1			19.9
Cross currency swaps	0.1			(0.2		)	—			0.1
Equity futures	(6.9		)	(4.6		)	(9.5		)	(24.1		)
Embedded derivatives	(0.4		)	6.2			(12.1		)	5.7
Total derivative instrument gains (losses) recognized in   realized investment gains (losses)	$	(2.6	)	$	10.4		$	(38.1	)	$	(14.0	)

33

11.    Derivative Instruments (continued)

Offsetting of Derivative Assets/Liabilities

The Company may enter into netting agreements with counterparties that permit the Company to offset receivables and payables with such counterparties. The following tables present the gross fair value amounts, the amounts offset and net position of derivative instruments eligible for offset in the Company’s consolidated balance sheets that are subject to an enforceable master netting arrangement upon certain termination events, irrespective of whether they are offset in the balance sheet.

Offsetting of	June 30, 2014
Derivative Assets/Liabilities:				Gross					Gross amounts not offset
($ in millions)	Gross			amounts		Net amounts			in the balance sheet
	amounts			offset in the		presented in the			Financial			Cash collateral
	recognized [1]			balance sheet		balance sheet			instruments			pledged [2]		Net amount
Total derivative assets	$	175.0		$	—	$	175.0		$	(81.3	)	$	—	$	93.7
Total derivative liabilities	$	(85.7	)	$	—	$	(85.7	)	$	81.3		$	4.4	$	—
Offsetting of	December 31, 2013
Derivative Assets/Liabilities:				Gross					Gross amounts not offset
($ in millions)	Gross			amounts		Net amounts			in the balance sheet
	amounts			offset in the		presented in the			Financial			Cash collateral
	recognized [1]			balance sheet		balance sheet			instruments			pledged [2]		Net amount
Total derivative assets	$	243.1		$	—	$	243.1		$	(110.2	)	$	—	$	132.9
Total derivative liabilities	$	(111.5	)	$	—	$	(111.5	)	$	110.2		$	1.3	$	—

———————

[1] Amounts include all derivative instruments, irrespective of whether there is a legally enforceable master netting arrangement in place.

[2] Cash collateral pledged with derivative counterparties is recorded within other assets on the balance sheets. The Company pledges cash collateral to offset certain individual derivative liability positions with certain counterparties. Cash collateral of $8.3 million and $7.3 million as of June 30, 2014 and December 31, 2013, respectively, that exceeds the net liability resulting from the aggregate derivative positions with a corresponding counterparty is excluded.

Contingent features

Derivative counterparty agreements may contain certain provisions that require our insurance companies’ financial strength rating to be above a certain threshold. If our financial strength ratings were to fall below a specified rating threshold, certain derivative counterparties could request immediate payment or demand immediate and ongoing full collateralization on derivative instruments in net liability positions, or trigger a termination of existing derivatives and/or future derivative transactions.

In certain derivative counterparty agreements, our financial strength ratings are below the specified threshold levels. However, the Company held no derivative instruments as of June 30, 2014 in a net aggregate liability position payable to any counterparty (i.e., such derivative instruments have fair values in a net asset position payable to the Company if such holdings were liquidated).

12.    Fair Value of Financial Instruments

ASC 820-10 defines and establishes the framework for measuring fair value. The framework is based on inputs that are used in the valuation and a fair value hierarchy based on the quality of those inputs. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

34

12.    Fair Value of Financial Instruments (continued)

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The input levels are defined as follows:

• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 1 securities include highly liquid government bonds and exchange-traded equities.

• Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Examples of such instruments include government-backed mortgage products, certain collateralized mortgage and debt obligations and certain high-yield debt securities.

• Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. Unobservable inputs reflect management’s own assumptions about inputs in which market participants would use in pricing these types of assets or liabilities. Level 3 financial instruments include values which are determined using pricing models and third-party evaluation. Additionally, the determination of some fair value estimates utilizes significant management judgments or best estimates.

The following tables present the financial instruments carried at fair value on a recurring basis by ASC 820-10 valuation hierarchy (as described above). There were no financial instruments carried at fair value on a non-recurring basis as of June 30, 2014 and December 31, 2013.

Fair Values of Financial Instruments by Level:	June 30, 2014
($ in millions)	Level 1		Level 2		Level 3		Total
Assets
Available-for-sale debt securities
U.S. government and agency [1]	$	—	$	79.4	$	373.4	$	452.8
State and political subdivision	—		160.5		285.4		445.9
Foreign government	—		213.2		16.5		229.7
Corporate	—		4,175.5		3,947.1		8,122.6
CMBS	—		652.5		31.6		684.1
RMBS	—		1,486.8		509.6		1,996.4
CDO/CLO	—		—		239.1		239.1
Other ABS	—		60.3		223.2		283.5
Total available-for-sale debt securities	—		6,828.2		5,625.9		12,454.1
Available-for-sale equity securities	—		1.0		67.5		68.5
Short-term investments	504.8		—		—		504.8
Derivative assets	12.5		162.5		—		175.0
Fair value investments [2]	32.0		13.0		162.4		207.4
Separate account assets	3,285.4		—		—		3,285.4
Total assets	$	3,834.7	$	7,004.7	$	5,855.8	$	16,695.2
Liabilities
Derivative liabilities	$	—	$	85.7	$	—	$	85.7
Embedded derivatives	—		—		103.4		103.4
Total liabilities	$	—	$	85.7	$	103.4	$	189.1

———————

[1] Level 3 includes securities whose underlying collateral is an obligation of a U.S. government entity.

[2] Fair value investments at June 30, 2014 include $113.9 million of debt securities recorded at fair value. In addition, we have also elected the fair value option for equity securities backing our deferred compensation liabilities at $23.2 million as of June 30, 2014. Changes in the fair value of these assets are recorded through net investment income. Additionally, $70.4 million of assets relate to investment holdings of consolidated VIEs held at fair value, $8.8 million of which are Level 1 securities.

There were no transfers of assets between Level 1 and Level 2 during the six months ended June 30, 2014.

35

12.    Fair Value of Financial Instruments (continued)

Fair Values of Financial Instruments by Level:	December 31, 2013
($ in millions)	Level 1		Level 2		Level 3		Total
Assets
Available-for-sale debt securities
U.S. government and agency [1]	$	—	$	76.6	$	327.2	$	403.8
State and political subdivision	—		141.4		269.1		410.5
Foreign government	—		194.0		15.9		209.9
Corporate	—		3,662.1		3,968.4		7,630.5
CMBS	—		600.1		114.4		714.5
RMBS	—		1,344.9		552.0		1,896.9
CDO/CLO	—		—		224.1		224.1
Other ABS	—		70.7		247.7		318.4
Total available-for-sale debt securities	—		6,089.8		5,718.8		11,808.6
Available-for-sale equity securities	2.8		—		59.0		61.8
Short-term investments	349.7		11.0		0.9		361.6
Derivative assets	14.3		228.8		—		243.1
Fair value investments [2]	32.1		13.2		165.5		210.8
Separate account assets	3,402.3		—		—		3,402.3
Total assets	$	3,801.2	$	6,342.8	$	5,944.2	$	16,088.2
Liabilities
Derivative liabilities	$	—	$	111.5	$	—	$	111.5
Embedded derivatives	—		—		74.8		74.8
Total liabilities	$	—	$	111.5	$	74.8	$	186.3

———————

[1] Level 3 includes securities whose underlying collateral is an obligation of a U.S. government entity.

[2] Fair value investments at December 31, 2013 include $125.7 million of debt securities recorded at fair value. In addition, we have also elected the fair value option for equity securities backing our deferred compensation liabilities at $23.2 million as of December 31, 2013. Changes in the fair value of these assets are recorded through net investment income. Additionally, $61.9 million of assets relate to investment holdings of consolidated VIEs held at fair value, $8.9 million of which are Level 1 securities.

There were no transfers of assets between Level 1 and Level 2 during the six months ended June 30, 2013.

Available-for-sale debt securities as of June 30, 2014 and December 31, 2013, respectively are reported net of $24.1 million and $27.1 million of Level 2 investments included in discontinued assets on the consolidated balance sheets related to discontinued reinsurance operations.

36

12.    Fair Value of Financial Instruments (continued)

The following tables present corporates carried at fair value and on a recurring basis by sector.

Fair Values of Corporates by Level and Sector:	June 30, 2014
($ in millions)	Level 1		Level 2		Level 3		Total
Corporates
Consumer	$	—	$	609.4	$	1,217.5	$	1,826.9
Energy	—		567.2		326.4		893.6
Financial services	—		1,724.7		882.3		2,607.0
Capital goods	—		426.4		338.5		764.9
Transportation	—		111.3		266.7		378.0
Utilities	—		342.4		569.6		912.0
Other	—		394.1		346.1		740.2
Total corporates	$	—	$	4,175.5	$	3,947.1	$	8,122.6

Fair Values of Corporates by Level and Sector:	December 31, 2013
($ in millions)	Level 1		Level 2		Level 3		Total
Corporates
Consumer	$	—	$	896.0	$	1,496.5	$	2,392.5
Energy	—		492.2		335.2		827.4
Financial services	—		1,497.0		971.8		2,468.8
Capital goods	—		187.6		192.7		380.3
Transportation	—		93.6		230.9		324.5
Utilities	—		316.0		560.0		876.0
Other	—		179.7		181.3		361.0
Total corporates	$	—	$	3,662.1	$	3,968.4	$	7,630.5

37

12.    Fair Value of Financial Instruments (continued)

Level 3 financial assets and liabilities

The following tables set forth a summary of changes in the fair value of our Level 3 financial assets and liabilities. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The securities which were transferred as of the end of each reporting period into Level 3 were due to decreased market observability of similar assets and/or changes to significant inputs, such as downgrades or price declines. Transfers out of Level 3 were due to increased market activity on comparable assets or observability of inputs.

Level 3 Financial Assets:	Three Months Ended June 30, 2014
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	340.4	$	—	$	(14.0	)	$	—	$	—		$	—		$	47.0		$	373.4
State and political subdivision	276.8		6.6		(2.7		)	—		—			—			4.7			285.4
Foreign government	16.1		—		—			—		—			—			0.4			16.5
Corporate	3,941.5		71.0		(20.1		)	16.1		(4.6		)	(0.5		)	(56.3		)	3,947.1
CMBS	52.1		—		(3.3		)	—		(0.2		)	—			(17.0		)	31.6
RMBS	534.0		0.7		(18.5		)	—		(4.5		)	(0.3		)	(1.8		)	509.6
CDO/CLO	236.1		22.0		(5.7		)	—		—			0.3			(13.6		)	239.1
Other ABS	229.4		—		(4.1		)	—		—			(0.5		)	(1.6		)	223.2
Total available-for-sale   debt securities	5,626.4		100.3		(68.4		)	16.1		(9.3		)	(1.0		)	(38.2		)	5,625.9
Available-for-sale equity securities	63.0		5.6		—			—		—			—			(1.1		)	67.5
Short-term investments	—		—		—			—		—			—			—			—
Fair value investments	170.3		—		(2.3		)	—		—			(5.6		)	—			162.4
Total assets	$	5,859.7	$	105.9	$	(70.7	)	$	16.1	$	(9.3	)	$	(6.6	)	$	(39.3	)	$	5,855.8

———————

[1] Reflected in realized investment gains and losses for all assets except fair value investments which are included in net investment income.

[2] Includes securities whose underlying collateral is an obligation of a U.S. government entity.

38

12.    Fair Value of Financial Instruments (continued)

Level 3 Financial Assets:	Three Months Ended June 30, 2013
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	309.5	$	36.2	$	(4.0	)	$	—	$	—		$	—		$	(13.8	)	$	327.9
State and political subdivision	196.5		23.3		(1.4		)	3.3		—			—			(13.8		)	207.9
Foreign government	51.1		—		—			—		(29.9		)	—			(5.7		)	15.5
Corporate	3,846.2		192.3		(19.3		)	75.7		(10.3		)	(1.3		)	(241.5		)	3,841.8
CMBS	81.2		40.2		(4.1		)	—		—			(1.8		)	0.8			116.3
RMBS	678.8		0.5		(38.0		)	—		—			(0.6		)	(6.6		)	634.1
CDO/CLO	238.0		23.2		(18.7		)	—		—			(0.2		)	(11.3		)	231.0
Other ABS	309.2		1.0		(8.4		)	—		—			(0.5		)	(16.2		)	285.1
Total available-for-sale debt securities	5,710.5		316.7		(93.9		)	79.0		(40.2		)	(4.4		)	(308.1		)	5,659.6
Available-for-sale equity securities	32.9		2.6		(2.5		)	—		—			(0.8		)	3.4			35.6
Short-term investments	—		—		—			—		—			—			—			—
Fair value investments	168.3		4.8		(5.6		)	—		—			3.5			—			171.0
Total assets	$	5,911.7	$	324.1	$	(102.0	)	$	79.0	$	(40.2	)	$	(1.7	)	$	(304.7	)	$	5,866.2

———————

[1] Reflected in realized investment gains and losses for all assets except fair value investments which are included in net investment income.

[2] Includes securities whose underlying collateral is an obligation of a U.S. government entity.

39

12.    Fair Value of Financial Instruments (continued)

Level 3 Financial Assets:	Six Months Ended June 30, 2014
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	327.2	$	62.8	$	(19.1	)	$	—	$	—		$	—		$	2.5		$	373.4
State and political subdivision	269.1		9.5		(3.3		)	—		—			—			10.1			285.4
Foreign government	15.9		—		—			—		—			—			0.6			16.5
Corporate	3,968.4		236.3		(38.8		)	15.8		(131.4		)	(0.5		)	(102.7		)	3,947.1
CMBS	114.4		—		(5.2		)	—		(60.3		)	(0.1		)	(17.2		)	31.6
RMBS	552.0		1.3		(28.7		)	—		(4.3		)	0.2			(10.9		)	509.6
CDO/CLO	224.1		39.9		(10.8		)	—		—			0.4			(14.5		)	239.1
Other ABS	247.7		—		(8.1		)	—		(1.7		)	—			(14.7		)	223.2
Total available-for-sale debt securities	5,718.8		349.8		(114.0		)	15.8		(197.7		)	—			(146.8		)	5,625.9
Available-for-sale equity securities	59.0		12.2		—			—		—			—			(3.7		)	67.5
Short-term investments	0.9		—		—			—		—			—			(0.9		)	—
Fair value investments	165.5		—		(3.8		)	—		—			0.7			—			162.4
Total assets	$	5,944.2	$	362.0	$	(117.8	)	$	15.8	$	(197.7	)	$	0.7		$	(151.4	)	$	5,855.8

———————

[1] Reflected in realized investment gains and losses for all assets except fair value investments which are included in net investment income.

[2] Includes securities whose underlying collateral is an obligation of a U.S. government entity.

40

12.    Fair Value of Financial Instruments (continued)

Level 3 Financial Assets:	Six Months Ended June 30, 2013
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	296.7	$	48.4	$	(5.6	)	$	—	$	—		$	—		$	(11.6	)	$	327.9
State and political subdivision	212.4		23.3		(1.6		)	3.3		—			—			(29.5		)	207.9
Foreign government	45.8		—		—			8.0		(31.3		)	—			(7.0		)	15.5
Corporate	3,812.3		395.4		(32.7		)	41.7		(64.4		)	(1.4		)	(309.1		)	3,841.8
CMBS	89.7		40.2		(4.6		)	—		(8.7		)	(1.8		)	1.5			116.3
RMBS	709.3		1.2		(52.7		)	—		—			(1.7		)	(22.0		)	634.1
CDO/CLO	223.7		45.0		(25.9		)	—		—			(0.3		)	(11.5		)	231.0
Other ABS	309.9		1.0		(14.0		)	—		—			—			(11.8		)	285.1
Total available-for-sale debt securities	5,699.8		554.5		(137.1		)	53.0		(104.4		)	(5.2		)	(401.0		)	5,659.6
Available-for-sale equity securities	32.7		4.9		(2.3		)	—		—			—			0.3			35.6
Short-term investments	—		—		—			—		—			—			—			—
Fair value investments	153.3		19.4		(7.5		)	1.3		—			4.5			—			171.0
Total assets	$	5,885.8	$	578.8	$	(146.9	)	$	54.3	$	(104.4	)	$	(0.7	)	$	(400.7	)	$	5,866.2

———————

[1] Reflected in realized investment gains and losses for all assets except fair value investments which are included in net investment income.

[2] Includes securities whose underlying collateral is an obligation of a U.S. government entity.

Level 3 Financial Liabilities:	Embedded Derivative Liabilities
($ in millions)	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2014		2013			2014		2013
Balance, beginning of period	$	93.6	$	82.8		$	74.8	$	80.8
Net purchases/(sales)	9.4		1.0			16.5		2.5
Transfers into Level 3	—		—			—		—
Transfers out of Level 3	—		—			—		—
Realized (gains) losses [1]	0.4		(6.2		)	12.1		(5.7		)
Balance, end of period	$	103.4	$	77.6		$	103.4	$	77.6

———————

[1] Realized gains and losses are included in net realized investment gains on the consolidated statements of income and comprehensive income.

41

12.    Fair Value of Financial Instruments (continued)

Significant unobservable inputs used in the fair value measurement of Level 3 assets are yield, prepayment rate, default rate and recovery rate. Keeping other inputs unchanged, an increase in yield, default rate or prepayment rate would decrease the fair value of the asset while an increase in recovery rate would result in an increase to the fair value of the asset. Yields are a function of the underlying U.S. Treasury rates and asset spreads, and changes in default and recovery rates are dependent on overall market conditions.

The following tables present quantitative estimates about unobservable inputs used in the fair value measurement of significant categories of internally priced assets.

Level 3 Assets: [1]	June 30, 2014
($ in millions)	Fair		Valuation	Unobservable
	Value		Technique(s)	Input	Range (Weighted Average)
U.S. government and agency	$	333.4	Discounted cash flow	Yield	0.86% - 4.90% (3.46%)
State and political subdivision	$	121.6	Discounted cash flow	Yield	2.04% - 5.09% (3.47%)
Corporate	$	3,055.6	Discounted cash flow	Yield	0.86% - 5.99% (3.23%)
Other ABS	$	41.3	Discounted cash flow	Yield	0.60% - 3.38% (1.86%)
Fair value investments	$	5.8	Discounted cash flow	Default rate	0.15%
				Recovery rate	42%

———————

[1] Excludes Level 3 assets which are valued based upon non-binding independent third-party valuations or third-party price information for which unobservable inputs are not reasonably available to us.

Level 3 Assets: [1]	December 31, 2013
($ in millions)	Fair		Valuation	Unobservable
	Value		Technique(s)	Input	Range (Weighted Average)
U.S. government and agency	$	327.2	Discounted cash flow	Yield	1.05% - 5.66% (3.78%)
State and political subdivision	$	119.4	Discounted cash flow	Yield	2.35% - 5.79% (3.74%)
Corporate	$	2,972.6	Discounted cash flow	Yield	1.00% - 6.75% (3.56%)
Other ABS	$	47.9	Discounted cash flow	Yield	0.5% - 3.75% (2.23%)
				Prepayment rate	2%
				Default rate	2.53% for 48 mos then .37% thereafter
				Recovery rate	10% (TRUPS)
Fair value investments	$	5.5	Discounted cash flow	Default rate	0.25%
				Recovery rate	45%

———————

[1] Excludes Level 3 assets which are valued based upon non-binding independent third-party valuations or third-party price information for which unobservable inputs are not reasonably available to us.

42

12.    Fair Value of Financial Instruments (continued)

Significant unobservable inputs used in the fair value measurement of variable annuity GMAB and GMWB type liabilities are equity volatility, swap curve, mortality and lapse rates and an adjustment for non-performance risk. Keeping other inputs unchanged, an increase in the equity volatility would increase the fair value of the liability while an increase in the swap curve or CSA would result in a decrease to the fair value of the liability. The impact of changes in mortality and lapse rates are dependent on overall market conditions. The fair value of fixed indexed annuity and indexed universal life embedded derivative related to index credits is calculated using the swap curve, future option budget, mortality and lapse rates, as well as an adjustment for non-performance risk. Keeping other inputs unchanged, an increase in any of these significant unobservable inputs would result in a decrease of the fixed indexed annuity embedded derivative liability.

The following tables present quantitative estimates about unobservable inputs used in the fair value measurement of internally priced liabilities.

Level 3 Liabilities:	June 30, 2014
($ in millions)	Fair Value			Valuation Technique(s)	Unobservable Input	Range
Embedded derivatives	$	107.4		Budget method	Swap curve	0.18% - 3.15%
(FIA)					Mortality rate	103% or 97% 2012 IAM basic table with scale G2
					Lapse rate	0.02% - 47.15%
					CSA	2.92%
Embedded derivatives (GMAB / GMWB / COMBO)	$	(4.0	)	Risk neutral stochastic valuation methodology	Volatility surface	8.89% - 44.06%
					Swap curve	0.16% - 3.48%
					Mortality rate	105% 2012 IAM basic table with scale G2
					Lapse rate	0.00% - 40.00%
					CSA	2.92%

Level 3 Liabilities:	December 31, 2013
($ in millions)	Fair Value			Valuation Technique(s)	Unobservable Input	Range
Embedded derivatives	$	78.9		Budget method	Swap curve	0.19% -3.79%
(FIA)					Mortality rate	103% or 97% 2012 IAM basic table with scale G2
					Lapse rate	0.02% - 47.15%
					CSA	3.23%
Embedded derivatives (GMAB / GMWB / COMBO)	$	(4.1	)	Risk neutral stochastic   valuation methodology	Volatility surface	10.85% - 46.33%
					Swap curve	0.15% - 4.15%
					Mortality rate	105% 2012 IAM basic table with scale G2
					Lapse rate	0.00% - 40.00%
					CSA	3.23%

43

12.    Fair Value of Financial Instruments (continued)

Level 3 Assets and Liabilities by Pricing Source:	June 30, 2014
($ in millions)	Internal [1]		External [2]		Total
Assets
Available-for-sale debt securities
U.S. government and agency [3]	$	333.4	$	40.0	$	373.4
State and political subdivision	121.6		163.8		285.4
Foreign government	—		16.5		16.5
Corporate	3,055.6		891.5		3,947.1
CMBS	—		31.6		31.6
RMBS	—		509.6		509.6
CDO/CLO	—		239.1		239.1
Other ABS	41.3		181.9		223.2
Total available-for-sale debt securities	3,551.9		2,074.0		5,625.9
Available-for-sale equity securities	—		67.5		67.5
Short-term investments	—		—		—
Fair value investments	5.8		156.6		162.4
Total assets	$	3,557.7	$	2,298.1	$	5,855.8
Liabilities
Embedded derivatives	$	103.4	$	—	$	103.4
Total liabilities	$	103.4	$	—	$	103.4

———————

[1] Represents valuations reflecting both internally-derived and market inputs, as well as third-party information or quotes.

[2] Represents unadjusted prices from independent pricing services, third-party financial statements and independent indicative broker quotes where pricing inputs are not readily available.

[3] Includes securities whose underlying collateral is an obligation of a U.S. government entity.

44

12.    Fair Value of Financial Instruments (continued)

Level 3 Assets and Liabilities by Pricing Source:	December 31, 2013
($ in millions)	Internal [1]		External [2]		Total
Assets
Available-for-sale debt securities
U.S. government and agency [3]	$	327.2	$	—	$	327.2
State and political subdivision	119.4		149.7		269.1
Foreign government	—		15.9		15.9
Corporate	2,972.6		995.8		3,968.4
CMBS	—		114.4		114.4
RMBS	—		552.0		552.0
CDO/CLO	—		224.1		224.1
Other ABS	47.9		199.8		247.7
Total available-for-sale debt securities	3,467.1		2,251.7		5,718.8
Available-for-sale equity securities	—		59.0		59.0
Short-term investments	—		0.9		0.9
Fair value investments	5.5		160.0		165.5
Total assets	$	3,472.6	$	2,471.6	$	5,944.2
Liabilities
Embedded derivatives	$	74.8	$	—	$	74.8
Total liabilities	$	74.8	$	—	$	74.8

———————

[1] Represents valuations reflecting both internally-derived and market inputs, as well as third-party information or quotes.

[2] Represents unadjusted prices from independent pricing services, third-party financial statements and independent indicative broker quotes where pricing inputs are not readily available.

[3] Includes securities whose underlying collateral is an obligation of a U.S. government entity.

Financial instruments not carried at fair value

The Company is required by U.S. GAAP to disclose the fair value of certain financial instruments including those that are not carried at fair value. The following table discloses the Company’s financial instruments where the carrying amounts and fair values differ:

Carrying Amounts and Fair Values	Fair Value	June 30, 2014				December 31, 2013
of Financial Instruments:	Hierarchy	Carrying		Fair		Carrying		Fair
($ in millions)	Level	Value		Value		Value		Value
Financial assets:
Policy loans	Level 3	$	2,325.4	$	2,313.1	$	2,350.3	$	2,338.0
Cash and cash equivalents	Level 1	$	330.2	$	330.2	$	496.4	$	496.4
Financial liabilities:
Investment contracts	Level 3	$	3,658.7	$	3,660.4	$	3,429.7	$	3,424.4
7.15% Surplus notes	Level 3	$	126.2	$	91.3	$	126.1	$	86.5
7.45% Senior unsecured bonds	Level 2	$	252.7	$	247.6	$	252.7	$	224.6

45

13.    Income Taxes

It is our policy to estimate taxes for interim periods based on estimated annual effective tax rates which are derived, in part, from expected annual pre-tax income. However, the change in the deferred income balances, income tax benefit and expense and related valuation allowance for the three and six months ended June 30, 2014 have been computed based on the first six months of 2014 as a discrete period.

The tax benefit of $20.4 million for the three months ended June 30, 2014 is comprised of a $2.0 million current tax benefit and a $18.4 million deferred tax benefit. The tax benefit of $24.0 million for the six months ended June 30, 2014 is comprised of a $0.6 million current tax expense and a $24.6 million deferred tax benefit. The deferred tax benefit results from the application of the intraperiod tax allocation rules that allow for the benefitting of a current year loss in continuing operations when an increase to the valuation allowance is not required due to the existence of current year income reported elsewhere in the financial statements (e.g., discontinued operations, other comprehensive income).

We recorded a deferred tax asset, net of deferred tax liabilities and valuation allowances, of $29.4 million as of June 30, 2014. Consistent with prior periods, we have recorded a full valuation allowance against all categories of deferred tax assets other than gross unrealized losses on available-for-sale debt securities, due to the significant negative evidence of historical cumulative U.S. GAAP losses and the uncertainty of consistent future U.S. GAAP earnings.

We have concluded that a valuation allowance on the deferred tax assets attributable to available-for-sale debt securities with gross unrealized losses was not required due to our ability and intent to hold these securities until recovery of fair value or contractual maturity, thereby avoiding realization of taxable capital losses. This conclusion is consistent with prior periods.

For the three months ended June 30, 2014, we recognized a net increase in the valuation allowance of $9.6 million. For the six months ended June 30, 2014, we recognized a net increase in the valuation allowance of $34.0 million. Accounting guidance requires that changes in the valuation allowance be allocated to various financial statement components of income or loss.

The Company and its subsidiaries file consolidated, combined, unitary or separate income tax returns in the U.S. federal, various state and foreign jurisdictions. The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2011.

Based upon the timing and status of our current examinations by taxing authorities, we do not believe that it is reasonably possible that any changes to the balance of unrecognized tax benefits occurring within the next 12 months will result in a significant change to the results of operations, financial condition or liquidity. In addition, we do not anticipate that there will be additional payments made or refunds received within the next 12 months with respect to the years under audit. We do not anticipate any increases to the existing unrecognized tax benefits that would have a significant impact on the financial position of the Company.

As part of the intercompany tax sharing agreement, the holding company is required to hold funds in escrow for the benefit of Phoenix Life Insurance Company in the event Phoenix Life incurs future taxable losses. In accordance with its regulatory obligation, the Company expects, in the fourth quarter of 2014, to fund the escrow with $78.9 million of assets including treasury stock, a surplus note issued by PHL Variable Insurance Company and cash from the holding company. The escrow amount is primarily attributable to cash due to the holding company for losses utilized and benefited in the 2013 tax return.

46

14.    Accumulated Other Comprehensive Income

Changes in each component of AOCI attributable to the Company for the periods ended June 30, 2014 and 2013 are as follows below (net of tax):

Accumulated Other Comprehensive Income (Loss)	Net Unrealized Gains / (Losses) on Investments where Credit-related OTTI was Recognized [1]			Net Unrealized Gains / (Losses) on All Other Investments [1]			Net Pension Liability Adjustments			Total
Attributable to The Phoenix Companies, Inc.:
($ in millions)
Balance as of March 31, 2014	$	12.4		$	12.3		$	(220.1	)	$	(195.4	)
Change in component during the period before reclassifications	1.6			18.8			0.7			21.1
Amounts reclassified from AOCI	(0.3		)	(3.7		)	1.1			(2.9		)
Balance as of June 30, 2014	$	13.7		$	27.4		$	(218.3	)	$	(177.2	)
Balance as of March 31, 2013	$	(0.7	)	$	57.1		$	(317.2	)	$	(260.8	)
Change in component during the period before reclassifications	11.6			(29.8		)	0.9			(17.3		)
Amounts reclassified from AOCI	(1.4		)	3.5			1.7			3.8
Balance as of June 30, 2013	$	9.5		$	30.8		$	(314.6	)	$	(274.3	)
Balance as of December 31, 2013	$	10.0		$	26.5		$	(221.7	)	$	(185.2	)
Change in component during the period before reclassifications	7.1			7.7			1.3			16.1
Amounts reclassified from AOCI	(3.4		)	(6.8		)	2.1			(8.1		)
Balance as of June 30, 2014	$	13.7		$	27.4		$	(218.3	)	$	(177.2	)
Balance as of December 31, 2012	$	(6.2	)	$	77.9		$	(321.0	)	$	(249.3	)
Change in component during the period before reclassifications	17.4			(46.2		)	3.0			(25.8		)
Amounts reclassified from AOCI	(1.7		)	(0.9		)	3.4			0.8
Balance as of June 30, 2013	$	9.5		$	30.8		$	(314.6	)	$	(274.3	)

———————

[1] See Note 7 to these consolidated interim unaudited financial statements for additional information regarding offsets to net unrealized investment gains and losses which include policyholder dividend obligation, DAC and other actuarial offsets, and deferred income tax expense (benefit).

47

14.    Accumulated Other Comprehensive Income (continued)

Reclassifications from AOCI consist of the following:

AOCI	Amounts Reclassified from AOCI												Affected Line Item in the Consolidated Statements of Income and Comprehensive Income
($ in millions)	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Net unrealized gains / (losses) on   investments where credit-related OTTI   was recognized:
Available-for-sale securities	$	0.4		$	2.2		$	5.3		$	2.6		Net realized capital gains (losses)
	0.4			2.2			5.3			2.6			Total before income taxes
	0.1			0.8			1.9			0.9			Income tax expense (benefit)
	$	0.3		$	1.4		$	3.4		$	1.7		Net income (loss)
Net unrealized investment gains / (losses)   on all other investments:
Available-for-sale securities	$	5.7		$	(5.4	)	$	10.3		$	1.4		Net realized capital gains (losses)
	5.7			(5.4		)	10.3			1.4			Total before income taxes
	2.0			(1.9		)	3.6			0.5			Income tax expense (benefit)
	$	3.7		$	(3.5	)	$	6.7		$	0.9		Net income (loss)
Net pension liability adjustments:
Amortization of actuarial gains (losses)	$	(1.9	)	$	(2.9	)	$	(3.8	)	$	(5.8	)	Other operating expense
Amortization of prior service costs	0.3			0.3			0.6			0.6			Other operating expense
	(1.6		)	(2.6		)	(3.2		)	(5.2		)	Total before income taxes
	(0.5		)	(0.9		)	(1.1		)	(1.8		)	Income tax expense (benefit)
	$	(1.1	)	$	(1.7	)	$	(2.1	)	$	(3.4	)	Net income (loss)
Total amounts reclassified from AOCI	$	2.9		$	(3.8	)	$	8.0		$	(0.8	)	Net income (loss)

15.    Employee Benefit Plans and Employment Agreements

Pension and other post-employment benefits

We provide our employees with post-employment benefits that include retirement benefits, through pension and savings plans, and other benefits, including health care and life insurance. The components of pension and post-employment benefit costs follow:

Components of Pension Benefit Costs:	Three Months Ended						Six Months Ended
($ in millions)	June 30,						June 30,
	2014			2013			2014			2013
Service cost	$	0.6		$	0.5		$	1.2		$	1.0
Interest cost	9.1			8.2			18.2			16.4
Expected return on plan assets	(9.5		)	(9.0		)	(19.0		)	(18.0		)
Net loss amortization	2.0			2.9			4.0			5.8
Pension benefit cost	$	2.2		$	2.6		$	4.4		$	5.2

48

15.    Employee Benefit Plans and Employment Agreements (continued)

Components of Other Post-Employment Benefit Costs:	Three Months Ended						Six Months Ended
($ in millions)	June 30,						June 30,
	2014			2013			2014			2013
Service cost	$	—		$	—		$	—		$	—
Interest cost	0.4			0.3			0.8			0.6
Net gain amortization	(0.1		)	—			(0.2		)	—
Prior service cost amortization	(0.3		)	(0.3		)	(0.6		)	(0.6		)
Other post-employment benefit cost	$	—		$	—		$	—		$	—

For the three months ended June 30, 2014, other comprehensive loss included unrealized gains of $1.1 million, net of taxes, relating to the amortization of net prior service costs and net gains/losses. For the six months ended June 30, 2014, other comprehensive loss included unrealized gains of $2.2 million, net of taxes, relating to the amortization of net prior service costs and net gains/losses. Effective March 31, 2010, all benefit accruals under all of our funded and unfunded defined benefit plans were frozen.

During the three months ended June 30, 2014, we made $4.2 million contributions to the pension plan. During the six months ended June 30, 2014, we made contributions of $7.5 million to the pension plan. We expect to make additional contributions of $4.2 million to the pension plan by December 31, 2014.

Savings plans

During the three months ended June 30, 2014 and 2013, we incurred costs of $1.1 million and $1.0 million, respectively, for contributions to our savings plans. During the six months ended June 30, 2014 and 2013, we incurred costs of $2.5 million and $2.3 million, respectively, for contributions to our savings plans.

Effective April 1, 2010, employees (except Saybrus employees) are eligible to receive an employer discretionary contribution according to the plan terms.

16.    Share-Based Payments

We provide share-based compensation to certain of our employees and non-employee directors. The compensation cost that has been charged against income for these plans is summarized in the following table:

Share-Based Compensation Plans:	Three Months Ended						Six Months Ended
($ in millions)	June 30,						June 30,
	2014			2013			2014			2013
Compensation cost charged to income from   continuing operations	$	0.2		$	1.8		$	0.4		$	2.5
Income tax expense (benefit) before valuation allowance	$	(0.1	)	$	(0.6	)	$	(0.1	)	$	(0.9	)

We did not capitalize any of the cost of stock-based compensation during the three and six month month periods ended June 30, 2014 and 2013. In satisfaction of stock-based compensation, shares issued may be made available from authorized but unissued shares or shares may be purchased on the open market.

49

17.    Earnings Per Share

The following table presents a reconciliation of shares used in calculating basic earnings (loss) per common share to those used in calculating diluted earnings (loss) per common share.

Shares Used in Calculation of Earnings Per Share:	Three Months Ended		Six Months Ended
(shares in thousands)	June 30,		June 30,
	2014	2013	2014	2013
Weighted-average common shares outstanding	5,749	5,742	5,745	5,742
Weighted-average effect of dilutive potential common shares:
Restricted stock units	3	17	10	38
Employee stock options	2	2	2	2
Potential common shares	5	19	12	40
Less: Potential common shares excluded from   calculation due to net losses	5	19	12	40
Dilutive potential common shares	—	—	—	—
Weighted-average common shares outstanding,   includingdilutive potential common shares	5,749	5,742	5,745	5,742

As a result of the net loss from continuing operations for the three and six months ended June 30, 2014 and 2013, we are required to use basic weighted-average common shares outstanding in the calculation of diluted earnings per share for those periods, since the inclusion of shares of restricted stock units and options would have been anti-dilutive to the earnings per share calculation.

18.    Segment Information

In managing our business, we analyze segment performance on the basis of operating income. Operating income, as well as components of and financial measures derived from operating income, are non-U.S. GAAP financial measures.

Management believes that these measures provide additional insight into the underlying trends in our operations and are the internal performance measures we use in the management of our operations, including our compensation plans and planning processes. However, our non-U.S. GAAP financial measures should not be considered as substitutes for net income or measures that are derived from or incorporate net income and may be different from similarly titled measures of other companies. Investors should evaluate both U.S. GAAP and non-U.S. GAAP financial measures when reviewing our performance. Operating income is calculated by excluding realized investment gains (losses) as their amount and timing may be subject to management’s investment decisions.

Segment Information	Three Months Ended				Six Months Ended
on Revenues:	June 30,				June 30,
($ in millions)	2014		2013		2014		2013
Life and Annuity [1]	$	410.2	$	417.1	$	807.7	$	807.8
Saybrus Partners [2]	9.6		6.4		16.9		12.2
Less: Intercompany revenues [3]	3.0		2.3		5.6		4.6
Total revenues	$	416.8	$	421.2	$	819.0	$	815.4

———————

[1] Includes intercompany interest revenue of $0.0 million and $0.1 million for the three months ended June 30, 2014 and 2013, respectively, and $0.1 million and $0.2 million for the six months ended June 30, 2014 and 2013, respectively.

[2] Includes intercompany commission revenue of $3.0 million and $2.4 million for the three months ended June 30, 2014 and 2013, respectively, and $5.7 million and $4.8 million for the six months ended June 30, 2014 and 2013, respectively.

[3] All intercompany balances are eliminated in consolidating the financial statements.

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18.    Segment Information (continued)

Life and Annuity derives revenue from premiums, fee income and cost of insurance (“COI”) charges and net investment income. Saybrus derives revenue primarily from fees collected for advisory and distribution services.

Results of Operations by Segment as Reconciled to	Three Months Ended						Six Months Ended
Consolidated Net Income (Loss):	June 30,						June 30,
($ in millions)	2014			2013			2014			2013
Life and Annuity operating income (loss)	$	(40.1	)	$	(42.0	)	$	(49.8	)	$	(88.8	)
Saybrus Partners operating income (loss)	1.9			0.8			2.3			0.7
Less: Applicable income tax expense (benefit)	(20.4		)	(1.3		)	(24.0		)	2.9
Income (loss) from discontinued operations, net of income taxes	(0.6		)	(0.2		)	(1.5		)	(2.0		)
Net realized investment gains (losses)	4.1			7.2			(21.6		)	(8.7		)
Less:  Net income (loss) attributable to noncontrolling interests	—			(0.1		)	1.0			(0.2		)
Net income (loss)	$	(14.3	)	$	(32.8	)	$	(47.6	)	$	(101.5	)

We have not provided asset information for the segments. The assets attributable to Saybrus are not significant relative to the assets of our consolidated balance sheets and are not utilized by the chief operating decision maker. All third-party interest revenue and interest expense of the Company reside within the Life and Annuity segment.

19.    Discontinued Operations

PFG Holdings, Inc.

On January 4, 2010, we signed a definitive agreement to sell PFG and its subsidiaries, including AGL Life Assurance Company, to Tiptree. Because of the divestiture, these operations are reflected as discontinued operations. On June 23, 2010, we completed the divestiture of PFG and closed the transaction.

There were no assets or liabilities on the consolidated balance sheets identified as discontinued operations related to PFG at June 30, 2014 and December 31, 2013.

Net losses of $0.1 million and $0.1 million were recognized during the three months ended June 30, 2014 and 2013, respectively, primarily related to accrued legal fees attributable to these matters. Net losses of $0.1 million and $0.9 million were recognized during the six months ended June 30, 2014 and 2013, respectively, primarily related to accrued legal fees attributable to these matters.

Discontinued Reinsurance Operations

In 1999, we discontinued our reinsurance operations through a combination of sale, reinsurance and placement of certain retained group accident and health reinsurance business into run-off. We adopted a formal plan to stop writing new contracts covering these risks and to end the existing contracts as soon as those contracts would permit. However, we remain liable for claims under contracts which have not been commuted.

We have established reserves for claims and related expenses that we expect to pay on our discontinued group accident and health reinsurance business. These reserves are based on currently known facts and estimates about, among other things, the amount of insured losses and expenses that we believe we will pay, the period over which they will be paid, the amount of reinsurance we believe we will collect from our retrocessionaires and the likely legal and administrative costs of winding down the business. Our total policy liabilities and accruals were $35.4 million and $38.4 million as of June 30, 2014 and December 31, 2013, respectively. Our total amounts recoverable from retrocessionaires related to paid losses were $0 and $0.1 million as of June 30, 2014 and December 31, 2013, respectively. Net losses of $0.5 million and $1.4 million were recognized during the three and six months ended June 30, 2014 primarily due to the increase in reserves reported to us by certain ceding companies. Net losses of $0.2 million and $1.1 million were recognized during the three and six months ended June 30, 2013 primarily due to the commutation of certain contracts. See Note 20 to these consolidated interim unaudited financial statements for additional discussion on remaining liabilities of our discontinued reinsurance operations.

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20.    Contingent Liabilities

Litigation and arbitration

The Company is regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming the Company as a defendant ordinarily involves our activities as an insurer, employer, investor, investment advisor or taxpayer.

It is not feasible to predict or determine the ultimate outcome of all legal or arbitration proceedings or to provide reasonable ranges of potential losses. Management of the Company believes that the outcome of our litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on the financial condition of the Company. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on the results of operations or cash flows in particular quarterly or annual periods.

SEC Cease-and-Desist Order

Phoenix and PHL Variable are subject to a Securities and Exchange Commission (the “SEC”) Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order which was approved by the SEC in March 2014 (the “March 2014 Order”) and was subsequently amended by an amended Order approved by the SEC in August 2014 (the “Amended Order”). Except as amended by the Amended Order, the March 2014 Order remains in effect. The March 2014 Order, as amended by the Amended Order, directed Phoenix and PHL Variable to cease and desist from committing or causing any violations and any future violations of Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder and Section 15(d) of the Exchange Act and Rules 15d-1 and 15d-13 thereunder, imposed civil monetary penalties of $475,000 on each of Phoenix and PHL Variable, which have been paid, and requires Phoenix and PHL Variable to file their respective delayed SEC periodic reports with the SEC in accordance with schedules set forth in the Amended Order. The Amended Order provides that any failure by Phoenix or PHL Variable to comply with these schedules with respect to any Phoenix or PHL Variable periodic report covered by the Amended Order will result in the imposition of the following additional monetary penalties with respect to such filing: $20,000 per filing for the first week in which a filing is delinquent, plus, for each week or partial week thereafter an additional amount equal to the sum of a) $20,000 and b) $5,000 multiplied by the number of complete weeks that the filing has been delinquent before the week in which the late filing is made.

The following table sets forth the deadlines in the Amended Order for Phoenix’s SEC periodic reports:

Phoenix Timetable of SEC Periodic Reports
Form	Period	Amended Deadline
10-K	Year ended December 31, 2013	August 6, 2014
10-Q	Quarterly Period ended March 31, 2013	September 10, 2014
10-Q	Quarterly Period ended June 30, 2013	September 10, 2014
10-Q	Quarterly Period ended September 30, 2013	September 10, 2014
10-Q	Quarterly Period ended March 31, 2014	October 17, 2014
10-Q	Quarterly Period ended June 30, 2014	October 24, 2014
10-Q	Quarterly Period ended September 30, 2014	December 5, 2014

As of the date of filing of this Form 10-Q, Phoenix believes it will become a timely filer with the filing of its Annual Report on Form 10-K for the year ending December 31, 2014. Phoenix filed its Annual Report on Form10-K for the year ended December 31, 2013 with the SEC on August 6, 2014, filed its Quarterly Reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013 with the SEC on September 11, 2014 and filed its Quarterly Report on Form 10-Q for the period ended March 31, 2014 with the SEC on October 17, 2014.

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20.    Contingent Liabilities (continued)

The following table sets forth the deadlines in the Amended Order for PHL Variable’s SEC periodic reports:

PHL Variable Timetable of SEC Periodic Reports
Form	Period	Amended Deadline
10-K	Year ended December 31, 2013	August 22, 2014
10-Q	Quarterly Period ended March 31, 2013	September 12, 2014
10-Q	Quarterly Period ended June 30, 2013	September 12, 2014
10-Q	Quarterly Period ended September 30, 2013	September 12, 2014
10-Q	Quarterly Period ended March 31, 2014	October 21, 2014
10-Q	Quarterly Period ended June 30, 2014	October 28, 2014
10-Q	Quarterly Period ended September 30, 2014	December 12, 2014

As of the date of filing of this Form 10-Q, PHL Variable believes it will become a timely filer with the filing of its Annual Report on Form 10-K for the year ending December 31, 2014. PHL Variable filed its Annual Report on Form 10-K for the year ended December 31, 2013 with the SEC on August 22, 2014, filed its Quarterly Reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013 with the SEC on September 12, 2014 and filed its Quarterly Report on Form 10-Q for the period ended March 31, 2014 with the SEC on October 21, 2014.

Cases Brought by Policy Investors

On June 5, 2012, Wilmington Savings Fund Society, FSB, as successor in interest to Christiana Bank & Trust Company and as trustee of 60 unnamed trusts, filed suit against Phoenix, Phoenix Life and PHL Variable in the United States District Court for the Central District of California; the case was later transferred to the District of Delaware (C.A. No. 13-499-RGA) by order dated March 28, 2013. After the plaintiffs twice amended their complaint, and dropped Phoenix as a defendant and dropped one of the plaintiff Trusts, the court issued an order on April 9, 2014 dismissing seven of the ten counts, and partially dismissing two more, with prejudice. The court dismissed claims alleging that Phoenix Life and PHL Variable committed RICO violations and fraud by continuing to collect premiums while concealing an intent to later deny death claims. The claims that remain in the case seek a declaration that the policies at issue are valid, and damages relating to cost of insurance increases. We believe we have meritorious defenses against this lawsuit and we intend to vigorously defend against these claims. The outcome of this litigation and any potential losses are uncertain.

On August 2, 2012, Lima LS PLC filed a complaint against Phoenix, Phoenix Life, PHL Variable, James D. Wehr, Philip K. Polkinghorn, Edward W. Cassidy, Dona D. Young and other unnamed defendants in the United States District Court for the District of Connecticut (Case No. CV12-01122). On July 1, 2013, the defendants’ motion to dismiss the complaint was granted in part and denied in part. Thereafter, on July 31, 2013, the plaintiff served an amended complaint against the same defendants, with the exception that Mr. Cassidy was dropped as a defendant. The plaintiffs allege that Phoenix Life promoted certain policy sales knowing that the policies would ultimately be owned by investors and then challenging the validity of these policies or denying claims submitted on these policies. Plaintiffs are seeking damages, including punitive and treble damages, attorneys’ fees and a declaratory judgment. We believe we have meritorious defenses against this lawsuit and we intend to vigorously defend against these claims. The outcome of this litigation and any potential losses are uncertain.

Cost of Insurance Cases

On November 18, 2011, Martin Fleisher and another plaintiff (the “Fleisher Litigation”), on behalf of themselves and others similarly situated, filed suit against Phoenix Life in the United States District Court for the Southern District of New York (C.A. No. 1:11-cv-08405-CM-JCF (U.S. Dist. Ct; S.D.N.Y.)) challenging COI rate adjustments implemented by Phoenix Life in 2010 and 2011, which Phoenix Life maintains were based on policy language permitting such adjustments. By order dated July 12, 2013, two separate classes were certified in the Fleisher Litigation; by subsequent order dated August 26, 2013, the court decertified one of the classes. The complaint seeks damages for breach of contract. The class certified in the court’s July 12, 2013 order, as limited by the court’s August 26, 2013 order, is limited to holders of Phoenix Life policies issued in New York subject to New York law and subject to Phoenix Life’s 2011 COI rate adjustment. By order dated April 29, 2014, the court denied Martin Fleisher’s motion for summary judgment in the Fleisher Litigation in its entirety, while granting in part and denying in part Phoenix Life’s motion for summary judgment.

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20.    Contingent Liabilities (continued)

Phoenix Life’s subsidiary, PHL Variable, has been named as a defendant in six actions challenging its COI rate adjustments implemented concurrently with the Phoenix Life adjustments. These six cases, only one of which is styled as a class action, have been brought against PHL Variable by (1) Tiger Capital LLC (C.A. No. 1:12-cv- 02939-CM-JCF; U.S. Dist. Ct; S.D.N.Y., complaint filed on March 14, 2012; the “Tiger Capital Litigation”); (2-5) U.S. Bank National Association, as securities intermediary for Lima Acquisition LP ((2: C.A. No. 1:12-cv-06811-CM-JCF; U.S. Dist. Ct; S.D.N.Y., complaint filed on November 16, 2011; 3: C.A. No. 1:13-cv-01580-CM-JCF; U.S. Dist. Ct; S.D.N.Y., complaint filed on March 8, 2013; collectively, the “U.S. Bank N.Y. Litigations”); (4: C.A. No. 3:14-cv-00555-WWE; U.S. Dist. Ct; D. Conn., complaint originally filed on March 6, 2013, in the District of Delaware and transferred by order dated April 22, 2014, to the District of Connecticut; and 5: C.A. No. 3:14-cv-01398-WWE, U.S. Dist. Ct; D. Conn., complaint filed on September 23, 2014 (collectively the “U.S. Bank Conn. Litigations”)); and (6) SPRR LLC (C.A. No. 1:14-cv-8714; U.S. Dist. Ct.; S.D.N.Y., complaint filed on October 31, 2014; the “SPRR Litigation”). SPRR LLC filed suit against PHL Variable, on behalf of itself and others similarly situated, challenging COI rate adjustments implemented by PHL Variable in 2011.

The Tiger Capital Litigation and the two U.S. Bank N.Y. Litigations were assigned to the same judge as the Fleisher Litigation, and discovery in these four actions has concluded. By orders in both U.S. Bank N.Y. Litigations dated May 23, 2014, the court denied U.S. Bank’s motions for summary judgment in their entirety, while granting in part and denying in part PHL Variable’s motions for summary judgment. U.S. Bank moved for reconsideration of the court’s summary judgment decisions in the U.S. Bank N.Y. Litigations, which the court denied by orders dated June 4, 2014. By order in the Tiger Capital Litigation dated July 23, 2014, the court denied Tiger Capital’s motion for summary judgment in its entirety, while granting in part and denying in part PHL Variable’s motion for summary judgment. Plaintiff in the Tiger Capital Litigation seeks damages for breach of contract. Plaintiff in the U.S. Bank N.Y. Litigations and the U.S. Bank Conn. Litigations seeks damages and attorneys’ fees for breach of contract and other common law and statutory claims. The plaintiff in the SPRR Litigation seeks damages for breach of contract for a nationwide class of policyholders.

By letter dated October 1, 2014, the U.S. District Court for the Southern District of New York consolidated the Fleisher Litigation, the Tiger Capital Litigation, and the U.S. Bank N.Y. Litigations for trial, which is expected to begin on March 9, 2015.

Complaints to state insurance departments regarding PHL Variable’s COI rate adjustments have also prompted regulatory inquiries or investigations in several states, with two of such states (California and Wisconsin) issuing letters directing PHL Variable to take remedial action in response to complaints by a single policyholder. PHL Variable disagrees with both states’ positions and, on April 30, 2013, Wisconsin commenced an administrative hearing to obtain a formal ruling on its position (Office of the Commissioner of Insurance Case No. 13- C35362). By order dated October 16, 2014, an administrative law judge granted in part and denied in part the Office of the Commissioner of Insurance’s motion for summary judgment relating to seven policies subject to PHL Variable’s 2010 COI rate adjustment and authorized restitution. The regulatory process is ongoing and the administrative law judge has not entered an order at this time. PHL Variable does not expect any order would be material.

Phoenix Life and PHL Variable believe that they have meritorious defenses against all of these lawsuits and regulatory directives and intend to vigorously defend against them, including by appeal if necessary. The outcome of these matters is uncertain and any potential losses cannot be reasonably estimated.

Regulatory matters

State regulatory bodies, the SEC, the Financial Industry Regulatory Authority (“FINRA”), the IRS and other regulatory bodies regularly make inquiries of us and, from time to time, conduct examinations or investigations concerning our compliance with laws and regulations related to, among other things, our insurance and broker-dealer subsidiaries, securities offerings and registered products. We endeavor to respond to such inquiries in an appropriate way and to take corrective action if warranted. Further, the Company is providing to the SEC certain information and documentation regarding the restatement of its prior period financial statements and the staff of the SEC has indicated to the Company that the matter remains subject to further investigation and potential further regulatory action. We cannot predict the outcome of any of such investigations or actions related to these or other matters.

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20.    Contingent Liabilities (continued)

Regulatory actions may be difficult to assess or quantify. The nature and magnitude of their outcomes may remain unknown for substantial periods of time. It is not feasible to predict or determine the ultimate outcome of all pending inquiries, investigations, legal proceedings and other regulatory actions, or to provide reasonable ranges of potential losses. Based on current information, we believe that the outcomes of our regulatory matters are not likely, either individually or in the aggregate, to have a material adverse effect on our consolidated financial condition. However, given the inherent unpredictability of regulatory matters, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on our consolidated financial statements in particular quarterly or annual periods.

State Insurance Department Examinations

During 2012 and 2013, the NYDFS conducted its routine quinquennial financial and market conduct examination covering the period ended December 31, 2012 of Phoenix Life. The Connecticut Insurance Department conducted its routine financial examination of PHL Variable and two other Connecticut-domiciled insurance subsidiaries. The NYDFS issued the financial examination portion of its report for Phoenix Life on June 26, 2014. The Connecticut Insurance Department released its financial examination report for PHL Variable on May 28, 2014. We expect to receive final market conduct examination reports in 2014.

Unclaimed Property Inquiries

On July 5, 2011, the NYDFS issued a letter (“308 Letter”) requiring life insurers doing business in New York to use data available on the U.S. Social Security Administration’s Death Master File or a similar database to identify instances where death benefits under life insurance policies, annuities and retained asset accounts are payable, to locate and pay beneficiaries under such contracts and to report the results of the use of the data. Additionally, the insurers are required to report on their success in finding and making payments to beneficiaries or escheatment of funds deemed abandoned under state laws. We have substantially completed the work associated with this matter and the remaining amount of claim and interest payments to beneficiaries or state(s) has been recorded in policy liabilities and accruals. In addition, 39 states have indicated their intent to perform an unclaimed property audit of funds deemed abandoned under state laws. The audits are in process.

Discontinued Reinsurance Operations

In 1999, Phoenix Life discontinued reinsurance operations through a combination of sale, reinsurance and placement of certain retained group accident and health reinsurance business into run-off. A formal plan was adopted to stop writing new contracts covering these risks and to end existing contracts as soon as those contracts would permit. However, Phoenix Life remains subject to claims under contracts that have not been commuted. Certain discontinued group accident and health reinsurance business was the subject of disputes concerning the placement of the business with reinsurers and the recovery of reinsurance. These disputes have been substantially resolved or settled.

We have established reserves for claims and related expenses that we expect to pay on our discontinued group accident and health reinsurance business. These reserves are based on currently known facts and estimates about, among other things, the amount of insured losses and expenses that we believe we will pay, the period over which they will be paid, the amount of reinsurance we believe we will collect from our retrocessionaires and the likely legal and administrative costs of winding down the business.

Phoenix Life expects reserves and reinsurance to cover the run-off of the business; however, unfavorable or favorable claims and/or reinsurance recovery experience are reasonably possible and could result in our recognition of additional losses or gains in future years. Management believes, based on current information and after consideration of the provisions made in these consolidated interim unaudited financial statements, that any future adverse or favorable development of recorded reserves and/or reinsurance recoverables will not have a material adverse effect on its financial position. Nevertheless, it is possible that future developments could have a material adverse effect on our results of operations.

See Note 19 to these consolidated interim unaudited financial statements for more information regarding discontinued operations.

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21.    Other Commitments

We have an agreement with HP Enterprise Services related to the management of our infrastructure services which expires in 2015. The remaining commitments total $21.3 million: $7.0 million in the third and fourth quarters of 2014 and $14.3 million in 2015.

As part of its normal investment activities, the Company enters into agreements to fund limited partnerships that make debt and equity investments. As of June 30, 2014, the Company had unfunded commitments of $250.5 million under such agreements, of which $57.9 million is expected to be funded by December 31, 2014.

In addition, the Company enters into agreements to purchase private placement investments. At June 30, 2014, the Company had open commitments of $133.6 million under such agreements which are expected to be fully funded by March 15, 2015.

22.    Subsequent Events

Management and Organizational Changes

On August 11, 2014, we announced the resignation of Douglas C. Miller as Senior Vice President and Chief Accounting Officer of the Company and the appointment of Ernest McNeill, Jr. as Senior Vice President and Chief Accounting Officer of the Company, each effective August 25, 2014.

Dividends

On September 18, 2014, Phoenix Life paid a $14.8 million dividend to Phoenix.

Late Filings

On August 6, 2014, we filed our Annual Report on Form 10-K for the year ended December 31, 2013 with the SEC.

On August 8, 2014, we filed a Notification of Late Filing on Form 12b-25 with the SEC disclosing that we would be unable to timely file our Quarterly Report on Form 10-Q for the period ending June 30, 2014 with the SEC.

On September 11, 2014, we filed our Quarterly Reports on Form 10-Q for the periods ended March 31, 2013, June 30, 2013 and September 30, 2013 with the SEC.

On October 17, 2014, we filed our Quarterly Report on Form 10-Q for the period ended March 31, 2014 with the SEC.

NYSE Actions

On April 4, 2014, we filed a Current Report on Form 8-K with the SEC announcing that on April 2, 2014 we received from the NYSE Regulation, Inc. (the “NYSE”) a notice of failure to satisfy a continued listing rule or standard and related monitoring. This notice informed us that, as a result of our failure to timely file our Annual Report on Form 10-K for the year ended December 31, 2013 (the “2013 Form 10-K”), we are subject to the procedures specified in Section 802.01E (SEC Annual Report Timely Filing Criteria) of the NYSE Listed Company Manual (“Section 802.01E”). Under the Section 802.01E procedures, the NYSE will monitor the status of filing of the 2013 Form 10-K and related public disclosures for up to a six-month period from its due date. If the Company has not filed the 2013 Form 10-K within six months from the filing due date, the NYSE may, in its sole discretion, allow the Company’s common stock to trade for up to an additional six months pending the filing of the 2013 Form 10-K prior to commencing suspension or delisting procedures, depending on the Company’s specific circumstances. The Company believes that the filing of its 2013 Form 10-K on August 6, 2014 satisfies the NYSE requirement to file an Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

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22.    Subsequent Events (continued)

Rating Agency Actions

On August 12, 2014, Standard & Poor’s Rating Services lowered its financial strength ratings on Phoenix Life and PHL Variable to ‘B+’ from ‘BB-’ and affirmed its ‘B-’ long-term counterparty credit ratings on Phoenix. They removed the credit ratings from CreditWatch and assigned a negative outlook.

On October 1, 2014, A. M. Best affirmed its financial strength ratings of B (Fair) and issuer credit ratings of “bb+” for Phoenix Life and PHL Variable. They also affirmed the issuer credit ratings and senior debt ratings of “b” of Phoenix. The financial strength ratings continue to have a stable outlook and the issuer credit ratings retain a negative outlook.

SEC Cease-and-Desist Order

See Note 20 to these consolidated interim unaudited financial statements for additional information regarding the SEC Cease-and-Desist Order, as amended.

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

FORWARD-LOOKING STATEMENTS

The discussion in this Quarterly Report on Form 10-Q may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to trends in, or representing management’s beliefs about our future transactions, strategies, operations and financial results and often contain words such as “will,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should” and other similar words or expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning trends and future developments and their potential effects on us. They are not guarantees of future performance. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others: (A) risks related to the restatement of our prior period financial statements, failure to file timely periodic reports with the SEC and our internal control over financial reporting, which include (i) the potential failure to remediate material weaknesses in our internal control over financial reporting and other material weaknesses may be identified in the future, which would adversely affect the accuracy and timing of our financial reporting; (ii) the extraordinary processes undertaken to effect the restatement of our prior period financial statements may not have been adequate to identify and correct all errors in our historical financial statements and, as a result, we may discover additional errors and our financial statements remain subject to the risk of future restatement; (iii) our failure to have current financial information available; (iv) the risk of failure to comply with the filing deadlines included in the SEC’s Cease-and-Desist Order, dated March 21, 2014, as amended by the Amended Cease-and-Desist Order, dated August 1, 2014, including that the SEC may seek sanctions against or deregister the Company and PHL Variable Insurance Company (“PHL Variable”); (v) the risk of failure to file our delayed SEC filings by March 16, 2015, the extended deadline for providing these delayed SEC filings to the bond trustee, as well as the risk associated with seeking additional consents from bondholders of our outstanding 7.45% Quarterly Interest Bonds Due 2032 regarding these delayed filings; (vi) the risk that any failure to satisfy NYSE listing requirements could cause the NYSE to commence suspension or delisting procedures with respect to our securities, including our common stock; (vii) the outcome of litigation and claims as well as regulatory examinations, investigations, proceedings and orders arising out of the restatement of our prior period financial statements and the failure by the Company and PHL Variable to file SEC reports on a timely basis; (viii) further downgrades or withdrawals of our debt or financial strength credit ratings, which could increase policy surrenders and withdrawals, adversely affect our relationships with distributors, reduce new sales, limit our ability to trade in derivatives and increase our costs of, or reduce our access to, future borrowings; (ix) our inability to hedge our positions due to our inability to replace hedges as a result of our credit rating; (x) the incurrence of significant restatement-related expenses; (xi) diversion of management and other human resources attention from the operation of our business; (xii) our inability to access alternate financing arrangements to fund our ongoing operations and our inability to register securities for offer and sale with the SEC under the Securities Act until we have filed the delayed SEC filings and are otherwise current with our relevant SEC filing obligations; (xiii) risks associated with our insurance company subsidiaries’ delay in completing their respective U.S. GAAP financial statement restatements and PHL Variable’s delay in its SEC reporting obligations; and (xiv) risks associated with our insurance company subsidiaries’ failure to file certain reports with state regulatory authorities; (B) risks related to our business, which include (i) unfavorable general economic developments including, but not limited to, specific related factors such as the performance of the debt and equity markets; (ii) the potential adverse effect of interest rate fluctuations on our business and results of operations; (iii) the potential adverse effect of legal actions and proceedings inherent in our business on our results of operations, financial position, business or reputation; (iv) the impact on our results of operations and financial condition of any required increase in our reserves for future policyholder benefits and claims if such reserves prove to be inadequate; (v) the possibility that mortality rates, persistency rates, funding levels or other factors may differ significantly from our assumptions used in pricing products; (vi) the effect of guaranteed benefits within our products; (vii) potential exposure to unidentified or unanticipated risk that could adversely affect our businesses or result in losses; (viii) the consequences related to variations in the amount of our statutory capital could adversely affect our business; (ix) the possibility that we may not be successful in our efforts to implement a business plan focused on new market segments; (x) changes in our investment valuations based on changes in our valuation methodologies, estimations and assumptions; (xi) the availability, pricing and terms of reinsurance coverage generally and the inability or unwillingness of our reinsurers to meet their obligations to us specifically; (xii) our ability to attract and retain key personnel in a competitive environment and while delayed in our SEC reporting obligations; (xiii) our dependence on third parties to maintain critical business and administrative functions; (xiv) the strong competition we face in our business from banks, insurance companies and other financial services firms; (xv) our reliance, as a holding company, on dividends and other payments from our subsidiaries to meet our financial obligations and pay future dividends, particularly since our insurance subsidiaries’ ability to pay dividends is subject to regulatory restrictions; (xvi) the potential need to fund deficiencies in our closed block; (xvii) changes in tax law and policy may affect us directly or indirectly through the cost of, the demand for or profitability of our products or services; (xviii) the possibility that federal and state regulation may increase our cost of doing business, impose additional reserve or capital requirements, levy financial assessments or constrain our operating and financial flexibility; (xix) regulatory actions or examinations may harm our business; (xx) potential future material losses from our discontinued reinsurance business; and (xxi) changes in accounting standards; and (C) other risks and uncertainties described herein or in any of our filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at www.phoenixwm.com under “Investor Relations.” You are urged to carefully consider all such factors. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this Form 10-Q, even if such results changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this Form 10-Q, such statements or disclosures will be deemed to modify or supersede such statements in this Form 10-Q.

MANAGEMENT’S DISCUSSION AND ANALYSIS

This section reviews our consolidated financial condition as of June 30, 2014 as compared with December 31, 2013; our consolidated results of operations for the three and six months ended June 30, 2014 and 2013; and, where appropriate, factors that may affect our future financial performance. This discussion should be read in conjunction with the consolidated interim unaudited financial statements and notes contained in this filing as well as in conjunction with our consolidated financial statements for the year ended December 31, 2013 in the 2013 Form 10-K.

We define increases or decreases greater than or equal to 200% as “NM” or not meaningful.

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Executive Overview

Business

The Phoenix Companies, Inc. (“we,” “our,” “us,” the “Company,” or “Phoenix”) is a holding company incorporated in Delaware. Our operating subsidiaries provide life insurance and annuity products through independent agents and financial advisors. Our policyholder base includes both affluent and middle market consumers, with our more recent business concentrated in the middle market. Most of our life insurance in force is permanent life insurance (whole life, universal life and variable universal life) insuring one or more lives. Our annuity products include fixed and variable annuities with a variety of death benefit and guaranteed living benefit options.

We believe our competitive strengths include:

• competitive and innovative products;

• underwriting and mortality risk management expertise;

• ability to develop business partnerships; and

• value-added support provided to distributors by our wholesalers and operating personnel.

For the first six months of 2014, 100% of Phoenix product sales, as defined by total annuity deposits and total life premium, were annuities, and 92% of those sales were fixed indexed annuities. In addition, we have expanded sales of other insurance companies’ policies through our distribution subsidiary, Saybrus Partners, Inc. (“Saybrus”).

We operate two business segments: Life and Annuity and Saybrus. The Life and Annuity segment includes individual life insurance and annuity products, including our closed block. Saybrus provides dedicated life insurance and other consulting services to financial advisors in partner companies, as well as support for sales of Phoenix’s product line through independent distribution organizations.

Earnings Drivers

A gradually declining amount of our Life and Annuity segment earnings are derived from the closed block, which consists primarily of participating life insurance policies sold prior to our demutualization and initial public offering in 2001. We do not expect the net income contribution from the closed block to deviate materially from its actuarially projected path as long as actual cumulative earnings continue to meet or exceed expected cumulative earnings. See Note 4 to our consolidated interim unaudited financial statements in this Form 10-Q for more information on the closed block.

Our Life and Annuity segment’s profitability is driven by interaction of the following elements:

• Fees on life and annuity products consist primarily of: (i) cost of insurance (“COI”) charges, which are based on the difference between policy face amounts and the account values (referred to as the net amount at risk or the “NAR”); (ii) asset-based fees (including mortality and expense charges for variable annuities) which are calculated as a percentage of assets under management within our separate accounts; (iii) premium-based fees to cover premium taxes and renewal commissions; and (iv) surrender charges.

• Policy benefits includedeath claims net of reinsurance cash flows, including ceded premiums and recoverables, interest credited to policyholders and changes in policy liabilities and accruals. Certain universal life reserves are based on management’s assumptions about future COI fees and interest margins which, in turn, are affected by future premium payments, surrenders, lapses and mortality rates. Actual experience can vary significantly from these assumptions, resulting in greater or lesser changes in reserves. In addition, we regularly review and reset our assumptions in light of actual experience, which can result in material changes to these reserves. For fixed indexed annuities, policy benefits include the change in the liability associated with guaranteed minimum withdrawal benefits. Certain of our variable annuity contracts include guaranteed minimum death and income benefits. The change in the liability associated with these guarantees is included in policy benefits. The value of these liabilities is sensitive to changes in equity markets, equity market volatility and interest rates, as well as subject to management assumptions regarding future surrenders, rider utilization rates and mortality.

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In addition, the universal life block of business has experience which produces profits in earlier periods followed by losses in later periods for which an additional liability is required to be held above the account value liability. These reserves for future losses are determined by accruing ratably over historical and anticipated positive income. The assumptions used in estimating these liabilities are subject to the same variability and risk, and these factors can vary significantly from period to period.

• Interest margins consist of net investment income earned on universal life, fixed indexed annuities and other policyholder funds, gains on options purchased to fund index credits less the interest or index credits applied to policyholders on those funds. Interest margins also include investment income on assets supporting the Company’s surplus.

• Non-deferred operating expenses are expenses related to servicing policies, premium taxes, reinsurance allowances, non-deferrable acquisition expenses and commissions and general overhead, including professional fees and outside consulting and legal services. They also include pension and other benefit costs which involve significant estimates and assumptions.

• Deferred policy acquisition cost (“DAC”) amortization is based on the amount of expenses deferred, actual results in each quarter and management’s assumptions about the future performance of the business. The amount of future profit or margin is dependent principally on investment returns in our separate accounts, interest and default rates, reinsurance costs and recoveries, mortality, surrender rates, premium persistency and expenses. These factors enter into management’s estimates of gross profits or margins, which generally are used to amortize DAC. Actual equity market movements, net investment income in excess of amounts credited to policyholders, claims payments and other key factors can vary significantly from our assumptions, resulting in a change in estimated gross profits or margins, and a change in amortization, with a resulting impact to income. In addition, we regularly review and reset our assumptions in light of actual experience, which can result in material changes in amortization for the period of the unlock.

• Net realized investment gains or losses related to investments and hedging programs include transaction gains and losses, OTTIs and changes in the value of certain derivatives and embedded derivatives. Certain of our variable and fixed annuity contracts include guaranteed minimum withdrawal and accumulation benefits which are classified as embedded derivatives. The fair value of the embedded derivative liability is calculated using significant management estimates, including: (i) the expected value of index credits on the next policy anniversary dates; (ii) the interest rate used to project the future growth in the contract liability; (iii) the discount rate used to discount future benefit payments, which includes an adjustment for our credit worthiness; and (iv) the expected costs of annual call options that will be purchased in the future to fund index credits beyond the next policy anniversary. These factors can vary significantly from period to period.

• Income tax expense/benefit consists of both current and deferred tax provisions. The computation of these amounts is a function of pre-tax income and the application of relevant tax law and generally accepted accounting principles in the United States (“U.S. GAAP”) accounting guidance. In assessing the realizability of our deferred tax assets, we make significant judgments with respect to projections of future taxable income, the identification of prudent and feasible tax planning strategies and the reversal pattern of the Company’s book-to-tax differences that are temporary in nature. We also consider the expiration dates and amounts of carryforwards related to net operating losses, capital losses, foreign tax credits and general business tax credits. We have recorded a valuation allowance against a significant portion of our deferred tax assets based upon our conclusion that there is insufficient objective positive evidence to overcome the significant negative evidence from our cumulative losses in recent years. This assessment could change in the future, resulting in a release of the valuation allowance and a benefit to income.

Under U.S. GAAP, premiums and deposits for variable life, universal life and annuity products are not immediately recorded as revenues. For certain investment options of variable products, deposits are reflected on our consolidated balance sheets as an increase in liabilities. Premiums and deposits for universal life, fixed annuities and certain investment options of variable annuities are reflected on our consolidated balance sheets as an increase in policyholder deposit funds. Premiums and deposits for other products are reflected on our consolidated balance sheets as an increase in policy liabilities and accruals.

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Saybrus is a fee-based business driven by the commission revenue earned on consultation services provided to partner companies as well as on sales of Phoenix Life and PHL Variable product lines. These fees are offset by compensation-related expenses attributable to our sales force.

Recent Trends in Earnings Drivers

• Net investment income. Net investment income increased by $23.7 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The increase in net investment income is primarily driven by a $15.6 million increase in income from limited partnerships and other investments due to increase in the valuation of the underlying funds. This increase in net investment income is partially offset by an increase in policyholder dividends as the partnership income associated with assets in the closed block is included within policyholder dividends. The average net investment income yield, excluding limited partnerships and other investments remains relatively consistent for the comparable periods.

• Net realized investment gains or losses. Realized capital losses on investments increased by $12.9 million during the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The most significant driver of the increase in realized capital losses is losses resulting from the change in fair value of the embedded derivatives of $12.1 million in the current year compared to a gain of $5.7 million in the prior period. The losses are primarily associated with the fixed indexed annuity business and are due to decreasing interest rates during the period compared with increasing interest rates in the prior year period. There were also significant changes in the realized gains and losses on the derivatives that are used to hedge the fixed indexed annuity and variable annuity businesses that largely offset each other. This is primarily due to losses in 2014 on the derivatives used to hedge fixed indexed annuity due to decreasing interest rates, that were gains in the prior year as a result of increasing interest rates, and less significant losses on the hedges that are more closely linked to the equity markets given the more significant increase in the market in 2014.

• Policy acquisition cost amortization. Policy acquisition cost amortization decreased for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The decrease in amortization is primarily the result of higher than expected mortality losses in the universal life product.

• Operating expenses. Other operating expenses increased $10.8 million in the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The increase in operating expenses is primarily the result of higher professional fees and outside consulting and legal services primarily as a result of the restatement of our prior period financial statements, preparation of delayed financial statements and remediation efforts. Professional fees and outside consulting and legal services continue to be a significant driver of operating expenses for the Company.

• Income taxes. Income tax benefit increased by $26.9 million in the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The current period income tax benefit includes $0.6 million of current period tax expense and $24.6 million of a deferred tax benefit resulting from the application of intraperiod tax allocation rules. These rules allow for the benefitting of current year losses when an increase to the valuation allowance is not required due to existence of current year income reported elsewhere in the financial statements.

Since its formation in the fourth quarter of 2009, Saybrus’ results of operations have steadily improved as revenue has increased. Inclusive of intercompany transactions, revenue for the six months ended June 30, 2014 was $16.9 million, compared with $12.2 million for the six months ended June 30, 2013. Of these amounts, revenue of $5.7 million and $4.8 million was earned from the sales of Phoenix life and annuity products for the same periods in 2014 and 2013, respectively. Operating expenses increased to $14.6 million for the six months ended June 30, 2014 from $11.4 million for the six months ended June 30, 2013. The change was primarily driven by an increase in compensation related expenses.

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Strategy and Outlook

We are focused on the following key strategic pillars, which have defined our strategy since 2009:

• Balance sheet strength;

• Policyholder service;

• Operational efficiency; and

• Profitable growth.

We believe this strategy has produced a firm foundation and positioned us for continued growth, even as our business remains sensitive to general economic conditions and capital market trends including equity markets and interest rates.

We believe there is significant demand for our products among middle market households seeking to accumulate assets and secure lifetime income during retirement. The current low interest rate environment provides limited opportunities for consumers to protect principal and generate predictable income. Our indexed annuity products are positioned favorably vis-à-vis traditional investments such as bank certificates of deposits.

Recent trends in the life insurance industry may affect our mortality, policy persistency and premium persistency. The evolution of the financial needs of policyholders, the emergence of a secondary market for life insurance and increased availability and subsequent contraction of premium financing suggest that the reasons for purchasing our products have changed. Deviations in experience from our assumptions have had, and could continue to have, an adverse effect on the profitability of certain universal life products. Most of our current products permit us to increase charges and adjust crediting rates during the life of the policy or contract (subject to guarantees in the policies and contracts). We have made, and may in the future make, such adjustments.

Subsequent to June 30, 2014, the Company incurred additional expenses for audit, financial and actuarial consulting and legal services related to the restatement process, preparation of delayed financial statements and remediation efforts. The expenses incurred were $13.1 million through September 30, 2014.

Recent Acquisitions and Dispositions

See Note 3 to our consolidated financial statements in the 2013 Form 10-K for a discussion of recent acquisitions and dispositions.

Impact of New Accounting Standards

See Note 2 to our consolidated interim unaudited financial statements in this Form 10-Q for a discussion of new accounting standards.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated interim unaudited financial statements, which have been prepared in accordance with U.S. GAAP. In preparing these consolidated interim unaudited financial statements in conformity with U.S. GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated interim unaudited financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are made in the determination of estimated gross profits (“EGPs”) and estimated gross margins (“EGMs”) used in the valuation and amortization of assets and liabilities associated with universal life and annuity contracts; policyholder liabilities and accruals; valuation of investments in debt and equity securities; limited partnerships and other investments; valuation of deferred tax assets; pension and other post-employment benefits liabilities; and accruals for contingent liabilities. Actual results could differ from these estimates.

A complete description of our critical accounting estimates is set forth in the 2013 Form 10-K. Management believes that those critical accounting estimates as set forth in the 2013 Form 10-K are important to understanding our financial condition and consolidated financial statements.

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Consolidated Results of Operations

Summary Consolidated Financial Data:	Three Months Ended						Increase (decrease) and
($ in millions)	June 30,						percentage change
	2014			2013			2014 vs. 2013
REVENUES:
Premiums	$	83.2		$	87.4		(4.2		)	(5	%)
Fee income	134.2			132.6			1.6			1	%
Net investment income	195.3			194.0			1.3			1	%
Net realized investment gains (losses):
Total other-than-temporary impairment (“OTTI”) losses	(1.0		)	—			(1.0		)	NM
Portion of OTTI gains (losses) recognized in   other comprehensive income (“OCI”)	—			(2.5		)	2.5			(100	%)
Net OTTI losses recognized in earnings	(1.0		)	(2.5		)	1.5			(60	%)
Net realized investment gains (losses), excluding OTTI losses	5.1			9.7			(4.6		)	(47	%)
Net realized investment gains (losses)	4.1			7.2			(3.1		)	(43	%)
Total revenues	416.8			421.2			(4.4		)	(1	%)
BENEFITS AND EXPENSES:
Policy benefits	298.5			272.8			25.7			9	%
Policyholder dividends	42.4			51.3			(8.9		)	(17	%)
Policy acquisition cost amortization	17.4			32.2			(14.8		)	(46	%)
Interest expense on indebtedness	7.1			7.1			—			—	%
Other operating expenses	85.5			91.8			(6.3		)	(7	%)
Total benefits and expenses	450.9			455.2			(4.3		)	(1	%)
Income (loss) from continuing operations before income taxes	(34.1		)	(34.0		)	(0.1		)	—	%
Income tax expense (benefit)	(20.4		)	(1.3		)	(19.1		)	NM
Income (loss) from continuing operations	(13.7		)	(32.7		)	19.0			(58	%)
Income (loss) from discontinued operations, net of income taxes	(0.6		)	(0.2		)	(0.4		)	200	%
Net income (loss)	(14.3		)	(32.9		)	18.6			(57	%)
Less: Net income (loss) attributable to noncontrolling interests	—			(0.1		)	0.1			(100	%)
Net income (loss) attributable to The Phoenix Companies, Inc.	$	(14.3	)	$	(32.8	)	$	18.5		(56	%)

Analysis of Consolidated Results of Operations

Three months ended June 30, 2014 compared to the three months ended June 30, 2013

Net income, compared to the prior year period, increased for the three months ended June 30, 2014 primarily due to the following:

• Policy acquisition cost amortization decreased by $14.8 million for the three months ended June 30, 2014 compared to the three months ended June 30, 2013. The decrease in amortization is primarily the result of higher than expected mortality losses.

• Income tax benefit increased by $19.1 million in the three months ended June 30, 2014 compared to the three months ended June 30, 2013. The current period income tax benefit includes $2.0 million of current period tax benefit and $18.4 million of a deferred tax benefit resulting from the application of intraperiod tax allocation rules. These rules allow for the benefitting of current year losses when an increase to the valuation allowance is not required due to existence of current year income reported elsewhere in the financial statements.

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Partially offsetting the increase in net income is the following:

• Realized capital gains on investments decreased by $3.1 million during the three months ended June 30, 2014 compared to the three months ended June 30, 2013. The most significant driver of the decrease in realized capital gains are losses results from the change in fair value of the embedded derivatives and the derivatives that are used to hedge the fixed indexed annuity business as a result of decreasing interest rates during the period. These losses were partially offset by increases in the derivatives that are linked to the increases in the equity markets and gains from the sale of available-for-sale debt securities in the three months ended June 30, 2014.

• Policy benefits, including policyholder dividends, increased by $16.8 million during the three months ended June 30, 2014 compared to the three months ended June 30, 2014. The increase is primarily due to modestly unfavorable mortality in the universal life products.

Summary Consolidated Financial Data:	Six Months Ended						Increase (decrease) and
($ in millions)	June 30,						percentage change
	2014			2013			2014 vs. 2013
REVENUES:
Premiums	$	162.8		$	170.1		$	(7.3	)	(4	%)
Fee income	269.0			268.9			0.1			—	%
Net investment income	408.8			385.1			23.7			6	%
Net realized investment gains (losses):
Total other-than-temporary impairment (“OTTI”) losses	(1.0		)	(0.9		)	(0.1		)	11	%
Portion of OTTI gains (losses) recognized in   other comprehensive income (“OCI”)	(0.2		)	(4.2		)	4.0			(95	%)
Net OTTI losses recognized in earnings	(1.2		)	(5.1		)	3.9			(76	%)
Net realized investment gains (losses), excluding OTTI losses	(20.4		)	(3.6		)	(16.8		)	NM
Net realized investment gains (losses)	(21.6		)	(8.7		)	(12.9		)	148	%
Total revenues	819.0			815.4			3.6			—	%
BENEFITS AND EXPENSES:
Policy benefits	534.5			591.6			(57.1		)	(10	%)
Policyholder dividends	116.2			55.7			60.5			109	%
Policy acquisition cost amortization	39.8			77.5			(37.7		)	(49	%)
Interest expense on indebtedness	14.2			14.8			(0.6		)	(4	%)
Other operating expenses	183.4			172.6			10.8			6	%
Total benefits and expenses	888.1			912.2			(24.1		)	(3	%)
Income (loss) from continuing operations before income taxes	(69.1		)	(96.8		)	27.7			(29	%)
Income tax expense (benefit)	(24.0		)	2.9			(26.9		)	NM
Income (loss) from continuing operations	(45.1		)	(99.7		)	54.6			(55	%)
Income (loss) from discontinued operations,   net of income taxes	(1.5		)	(2.0		)	0.5			(25	%)
Net income (loss)	(46.6		)	(101.7		)	55.1			(54	%)
Less: Net income (loss) attributable to noncontrolling interests	1.0			(0.2		)	1.2			NM
Net income (loss) attributable to   The Phoenix Companies, Inc.	$	(47.6	)	$	(101.5	)	$	53.9		(53	%)

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Analysis of Consolidated Results of Operations

Six months ended June 30, 2014 compared to the six months ended June 30, 2013

Net income, compared to the prior year period, increased for the six months ended June 30, 2014 primarily due to the following:

• Net investment income increased by $23.7 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The increase in net investment income is primarily driven by a $15.6 million increase in income from limited partnerships and other investments due to increase in the valuation of the underlying funds. This increase in net investment income is partially offset by an increase in policyholder dividends as the partnership income associated with assets in the closed block is included within policyholder dividends. The average net investment income yield, excluding limited partnerships and other investments remains relatively consistent for the comparable periods.

• Policy acquisition cost amortization decreased for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The decrease in amortization is primarily the result of higher than expected mortality losses in the universal life product.

Partially offsetting the increase in net income is the following:

• Realized capital losses on investments increased by $12.9 million during the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The most significant driver of the increase in realized capital losses is losses resulting from the change in fair value of the embedded derivatives of $12.1 million in the current year compared to a gain of $5.7 million in the prior period. There were also significant changes in the realized gains and losses on the derivatives that are used to hedge the fixed indexed annuity and variable annuity businesses that largely offset each other. This is primarily due to losses in 2014 on the derivatives used to hedge fixed indexed annuity due to decreasing interest rates, that were gains in the prior year as a result of increasing interest rates, and less significant losses on the hedges that are more closely linked to the equity markets given the more significant increase in the market in 2014.

• Policy benefits, including policyholder dividends, increased by $3.4 million during the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The decrease in policy benefits is driven by favorable mortality in the closed block, which is then offset by an increase in policyholder dividends.

• Other operating expenses increased by $10.8 million for the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The increase in operating expenses is primarily the result of higher professional fees and outside consulting and legal services primarily as a result of the restatement of our prior period financial statements, preparation of delayed financial statements and remediation efforts. Professional fees and outside consulting and legal services continue to be a significant driver of operating expenses for the Company.

• Income tax benefit increased by $26.9 million in the six months ended June 30, 2014 compared to the six months ended June 30, 2013. The current period income tax benefit includes $0.6 million of current period tax expense and $24.6 million of a deferred tax benefit resulting from the application of intraperiod tax allocation rules. These rules allow for the benefitting of current year losses when an increase to the valuation allowance is not required due to existence of current year income reported elsewhere in the financial statements.

The effective tax rates for June 30, 2014 and 2013 were 34.7% and (3.0%), respectively. The principal cause of the difference between the effective rate and the U.S. statutory rate of 35% in 2014 was an increase in the valuation allowance on the pre-tax loss and the expiration of tax attributes. The principal cause of the difference between the effective rate and the U.S. statutory rate of 35% in 2013 was the result of an increase in the valuation allowance on the pre-tax loss.

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Debt and Equity Securities

We invest in a variety of debt and equity securities. We classify these investments into various sectors using industry conventions; however, our classifications may differ from similarly titled classifications of other companies. We classify debt securities into investment grade and below-investment-grade securities based on ratings prescribed by the National Association of Insurance Commissioners (“NAIC”). In a majority of cases, these classifications will coincide with ratings assigned by one or more Nationally Recognized Statistical Rating Organizations (“NRSROs”); however, for certain structured securities, the NAIC designations may differ from NRSRO designations based on the amortized cost of the securities in our portfolio.

Our available-for-sale debt securities portfolio consists primarily of investment grade publicly traded and privately placed corporate bonds, residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”) and other asset-backed securities (“ABS”). As of June 30, 2014, our available-for-sale debt securities, with a fair value of $12,454.1 million, represented 76.4% of total investments.

Available-for-Sale Debt Securities Ratings by Percentage:		June 30, 2014
($ in millions)				% of				% of
NAIC	S&P Equivalent	Fair		Fair		Amortized		Amortized
Rating	Designation	Value		Value		Cost		Cost
1	AAA/AA/A	$	6,955.5	55.8	%	$	6,560.9	55.9	%
2	BBB	4,628.3		37.2	%	4,348.7		37.1	%
	Total investment grade	11,583.8		93.0	%	10,909.6		93.0	%
3	BB	537.7		4.3	%	505.9		4.3	%
4	B	220.9		1.8	%	210.9		1.8	%
5	CCC and lower	82.9		0.7	%	84.4		0.7	%
6	In or near default	28.8		0.2	%	22.6		0.2	%
	Total available-for-sale debt securities	$	12,454.1	100.0	%	$	11,733.4	100.0	%

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Available-for-Sale Debt Securities by Type:	June 30, 2014
($ in millions)					Unrealized Gains (Losses)
	Fair		Amortized		Gross		Gross
	Value		Cost		Gains		Losses			Net
U.S. government and agency	$	452.8	$	407.8	$	45.4	$	(0.4	)	$	45.0
State and political subdivision	445.9		418.8		31.8		(4.7		)	27.1
Foreign government	229.7		203.3		26.4		—			26.4
Corporate	8,122.6		7,615.6		559.9		(52.9		)	507.0
CMBS	684.1		630.6		53.7		(0.2		)	53.5
RMBS	1,996.4		1,946.7		70.4		(20.7		)	49.7
Collateralized debt obligation (“CDO”) /   collateralized loan obligation (“CLO”)	239.1		236.8		5.4		(3.1		)	2.3
Other ABS	283.5		273.8		15.1		(5.4		)	9.7
Total available-for-sale debt securities	$	12,454.1	$	11,733.4	$	808.1	$	(87.4	)	$	720.7
Available-for-sale debt securities outside closed block:
Unrealized gains	$	5,369.2	$	5,032.2	$	337.0	$	—		$	337.0
Unrealized losses	1,111.3		1,173.3		—		(62.0		)	(62.0		)
Total outside the closed block	6,480.5		6,205.5		337.0		(62.0		)	275.0
Available-for-sale debt securities in closed block:
Unrealized gains	5,396.6		4,925.5		471.1		—			471.1
Unrealized losses	577.0		602.4		—		(25.4		)	(25.4		)
Total in the closed block	5,973.6		5,527.9		471.1		(25.4		)	445.7
Total available-for-sale debt securities	$	12,454.1	$	11,733.4	$	808.1	$	(87.4	)	$	720.7

We manage credit risk through industry and issuer diversification. Maximum exposure to an issuer is defined by quality ratings, with higher quality issuers having larger exposure limits. Our investment approach emphasizes a high level of industry diversification. The top five industry holdings as of June 30, 2014 in our available-for-sale debt securities and short-term investment portfolio were banking (7.6%), electric utilities (5.8%), oil (4.3%), diversified financial services (3.8%) and insurance (3.0%).

Eurozone Exposure

The following table presents exposure to European debt. We have focused on the countries experiencing significant economic, fiscal or political strain that could increase the likelihood of default.

Fair Value of Eurozone Exposure by Country:	June 30, 2014
($ in millions)	Sovereign		Financial						% of Debt
	Debt		Institutions		All Other		Total		Securities [1]
Spain	$	—	$	11.6	$	48.5	$	60.1	0.5	%
Ireland	—		—		43.3		43.3		0.3	%
Italy	—		—		8.6		8.6		0.1	%
Portugal	—		—		0.9		0.9		—	%
Greece	—		—		—		—		—	%
Total	—		11.6		101.3		112.9		0.9	%
All other Eurozone [2]	4.5		84.1		274.5		363.1		2.8	%
Total	$	4.5	$	95.7	$	375.8	$	476.0	3.7	%

———————

[1] Inclusive of available-for-sale debt securities and short-term investments.

[2] Includes Belgium, Finland, France, Germany, Latvia, Luxembourg and Netherlands.

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Residential Mortgage-Backed Securities

We invest directly in RMBS. To the extent these assets deteriorate in credit quality and decline in value for an extended period, we may realize impairment losses. When making investment decisions, we have been focused on identifying those securities that could withstand significant increases in delinquencies and foreclosures in the underlying mortgage pools before incurring a loss of principal.

Most of our RMBS portfolio is highly rated. At June 30, 2014, 97.5% of the total residential portfolio was rated investment grade. We hold $206.4 million of RMBS investments backed by prime rated mortgages, $200.1 million backed by Alt-A mortgages and $115.9 million backed by sub-prime mortgages, which combined amount to 3.2% of our total investments. The majority of our prime, Alt-A and sub-prime exposure is investment grade, with 78.3% rated NAIC-1 and 12.0% rated NAIC-2. We have employed a disciplined approach in the analysis and monitoring of our mortgage-backed securities. Our approach involves a monthly review of each security. Underlying mortgage data is obtained from the security’s trustee and analyzed for performance trends. A security-specific stress analysis is performed using the most recent trustee information. This analysis forms the basis for our determination of whether the security will pay in accordance with the contractual cash flows. There were no RMBS impairments for the three and six months ended June 30, 2014.

Residential Mortgage-Backed Securities:
($ in millions)	June 30, 2014
							NAIC Rating
							1		2		3		4		5		6
							AAA/										In or
	Amortized		Market		% Invested		AA/								CCC and		Near		% Closed
	Cost [1]		Value [1]		Assets [2]		A		BBB		BB		B		Below		Default		Block
Collateral
Agency	$	1,464.3	$	1,499.8	9.0	%	100.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	44.9	%
Prime	199.1		206.4		1.2	%	75.8	%	17.9	%	4.7	%	1.6	%	0.0	%	0.0	%	45.8	%
Alt-A	197.4		200.1		1.3	%	73.7	%	10.8	%	9.4	%	3.3	%	2.8	%	0.0	%	31.9	%
Sub-prime	111.8		115.9		0.7	%	90.8	%	3.4	%	1.0	%	4.8	%	0.0	%	0.0	%	10.3	%
Total	$	1,972.6	$	2,022.2	12.2	%	94.4	%	3.1	%	1.5	%	0.7	%	0.3	%	0.0	%	41.7	%

———————

[1] Individual categories may not agree with the Debt Securities by Type table on previous page due to nature of underlying collateral. In addition, RMBS holdings in this exhibit include $25.8 million classified as fair value investments on the consolidated balance sheets. For these fair value investments, there is no impact to OCI as carrying value is equal to market value.

[2] Percentages based on market value of total investments, including cash and cash equivalents.

Commercial Mortgage-Backed Securities

We invest directly in CMBS. To the extent these assets deteriorate in credit quality and decline in value for an extended period, we may realize impairment losses. When making investment decisions, we have been focused on identifying those securities that could withstand significant increases in delinquencies and foreclosures in the underlying mortgage pools before incurring a loss of principal.

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Commercial Mortgage-Backed Securities:
($ in millions)		June 30, 2014
								Year of Issue
	S&P Equivalent	Amortized		Market		% Invested		Post-								2004 and		% Closed
Rating	Designation	Cost		Value [1]		Assets [2]		2007		2007		2006		2005		Prior		Block
NAIC-1	AAA/AA/A	$	628.5	$	680.6	4.1	%	57.3	%	5.5	%	18.5	%	10.9	%	7.8	%	37.9	%
NAIC-2	BBB	7.0		7.1		0.0	%	0.0	%	0.0	%	47.0	%	53.0	%	0.0	%	31.8	%
NAIC-3	BB	0.1		0.1		0.0	%	0.0	%	0.0	%	0.0	%	100.0	%	0.0	%	50.0	%
NAIC-4	B	11.7		13.3		0.1	%	0.0	%	0.0	%	0.0	%	0.0	%	100.0	%	53.6	%
NAIC-5	CCC and below	—		—		0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
NAIC-6	In or near default	6.2		8.1		0.0	%	0.0	%	5.5	%	0.0	%	0.0	%	94.5	%	13.2	%
Total		$	653.5	$	709.2	4.2	%	55.0	%	5.3	%	18.2	%	11.1	%	10.4	%	37.9	%

———————

[1] Includes commercial mortgage-backed CDOs with amortized cost and market values of $18.9 million and $21.0 million, respectively. CMBS holdings in this exhibit include $4.1 million classified as fair value investments on the consolidated balance sheets. For these fair value investments, there is no impact to OCI as carrying value is equal to market value.

[2] Percentages based on market value of total investments, including cash and cash equivalents.

Realized Gains and Losses

The following table presents certain information with respect to realized investment gains and losses including those on debt securities pledged as collateral, with losses from OTTI charges reported separately in the table. These impairment charges were determined based on our assessment of factors enumerated below, as they pertain to the individual securities determined to be other-than-temporarily impaired.

69

Net realized investment gains (losses)

Sources and Types of	Three Months Ended						Six Months Ended
Net Realized Investment Gains (Losses):	June 30,						June 30,
($ in millions)	2014			2013			2014			2013
Total other-than-temporary debt impairments	$	(0.5	)	$	—		$	(0.5	)	$	(0.9	)
Portion of gains (losses) recognized in OCI	—			(2.5		)	(0.2		)	(4.2		)
Net debt impairments recognized in earnings	$	(0.5	)	$	(2.5	)	$	(0.7	)	$	(5.1	)
Debt security impairments:
U.S. government and agency	$	—		$	—		$	—		$	—
State and political subdivision	—			—			—			—
Foreign government	—			—			—			—
Corporate	(0.5		)	—			(0.7		)	—
CMBS	—			(1.9		)	—			(1.9		)
RMBS	—			(1.1		)	—			(2.9		)
CDO/CLO	—			0.5			—			(0.3		)
Other ABS	—			—			—			—
Net debt security impairments	(0.5		)	(2.5		)	(0.7		)	(5.1		)
Equity security impairments	(0.5		)	—			(0.5		)	—
Limited partnerships and other investment impairments	—			—			—			—
Impairment losses	(1.0		)	(2.5		)	(1.2		)	(5.1		)
Debt security transaction gains	8.0			1.0			18.7			12.0
Debt security transaction losses	(0.9		)	(1.3		)	(3.8		)	(2.7		)
Equity security transaction gains	—			0.7			1.9			1.0
Equity security transaction losses	—			(1.2		)	—			(1.2		)
Limited partnerships and other investment transaction gains	—			—			—			—
Limited partnerships and other investment transaction losses	—			—			—			—
Net transaction gains (losses)	7.1			(0.8		)	16.8			9.1
Derivative instruments	(2.2		)	4.2			(26.0		)	(19.7		)
Embedded derivatives [1]	(0.4		)	6.2			(12.1		)	5.7
Assets valued at fair value	0.6			0.1			0.9			1.3
Net realized investment gains (losses),excluding impairment losses	5.1			9.7			(20.4		)	(3.6		)
Net realized investment gains (losses),including impairment losses	$	4.1		$	7.2		$	(21.6	)	$	(8.7	)

———————

[1] Includes the change in fair value of embedded derivatives associated with fixed index annuity indexed crediting feature and variable annuity riders. See Note 10 to our consolidated interim unaudited financial statements in this Form 10-Q for additional disclosures.

Other-than-Temporary Impairments

Management assessed all securities in an unrealized loss position in determining whether impairments were temporary or other-than-temporary. In reaching its conclusions, management exercised significant judgment and used a number of issuer-specific quantitative indicators and qualitative judgments to assess the probability of receiving a given security’s contractual cash flows. This included the issue’s implied yield to maturity, cumulative default rate based on rating, comparisons of issue-specific spreads to industry or sector spreads, specific trading activity in the issue, and other market data such as recent debt tenders and upcoming refinancing requirements. Management also reviewed fundamentals such as issuer credit and liquidity metrics, business outlook and industry conditions. Management maintains a watch list of securities that is reviewed for impairments. Each security on the watch list was evaluated, analyzed and discussed, with the positive and negative factors weighed in the ultimate determination of whether or not the security was other-than-temporarily impaired. For securities for which no OTTI was ultimately indicated at June 30, 2014, management does not have the intention to sell, nor does it expect to be required to sell, these securities prior to their recovery.

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OTTIs recorded on available-for-sale debt and equity securities for the three and six months ended June 30, 2014 were concentrated in corporate and common stock securities. These impairments were driven by deterioration in the performance of the underlying business.

The following table presents a roll-forward of pre-tax credit losses recognized in earnings related to available-for-sale debt securities for which a portion of the OTTI was recognized in OCI.

Credit Losses Recognized in Earnings on Available-for-Sale Debt Securities	Three Months Ended						Six Months Ended
for which a Portion of the OTTI Loss was Recognized in OCI:	June 30,						June 30,
($ in millions)	2014			2013			2014			2013
Balance, beginning of period	$	(63.6	)	$	(70.7	)	$	(72.0	)	$	(72.6	)
Add: Credit losses on securities not previously impaired [1]	—			—			—			—
Add: Credit losses on securities previously impaired [1]	—			(1.8		)	—			(3.4		)
Less: Credit losses on securities impaired due to intent to sell	—			—			—			—
Less: Credit losses on securities sold	0.5			—			8.9			3.5
Less: Increases in cash flows expected on   previously impaired securities	—			—			—			—
Balance, end of period	$	(63.1	)	$	(72.5	)	$	(63.1	)	$	(72.5	)

———————

[1] Additional credit losses on securities for which a portion of the OTTI loss was recognized in AOCI are included within net OTTI losses recognized in earnings on the statements of income and comprehensive income.

Unrealized Gains and Losses

The following tables present certain information with respect to our gross unrealized gains and losses related to our investments in debt securities as of June 30, 2014. We separately present information that is applicable to unrealized losses both outside and inside the closed block. See Note 4 to our consolidated interim unaudited financial statements in this Form 10-Q for more information regarding the closed block. Applicable DAC and deferred income taxes further reduce the effect of unrealized gains and losses on our comprehensive income.

Net unrealized investment gains and losses on securities classified as available-for-sale and certain other assets are included in our consolidated balance sheets as a component of AOCI. The table below presents the special category of AOCI for debt securities that are other-than-temporarily impaired when the impairment loss has been split between the credit loss component (in earnings) and the non-credit component (separate category of AOCI).

Available-for-Sale Debt Securities Non-Credit OTTI Losses in AOCI, by Security Type:	June 30, 2014			December 31, 2013
($ in millions)
U.S. government and agency	$	—		$	—
State and political subdivision	(1.1		)	(1.1		)
Foreign government	—			—
Corporate	(8.6		)	(8.8		)
CMBS	(3.4		)	(3.4		)
RMBS	(25.6		)	(26.7		)
CDO/CLO	(13.9		)	(15.3		)
Other ABS	(1.8		)	(1.8		)
Total available-for-sale debt securities non-credit OTTI losses in AOCI	$	(54.4	)	$	(57.1	)

———————

[1] Represents the amount of non-credit OTTI losses recognized in AOCI excluding net unrealized gains or losses subsequent to the date of impairment.

71

Duration of Gross Unrealized Losses on	June 30, 2014
Securities Outside Closed Block:				0 – 6			6 – 12			Over 12
($ in millions)	Total			Months			Months			Months
Available-for-sale debt securities outside closed block
Total fair value	$	1,111.3		$	78.8		$	118.9		$	913.6
Total amortized cost	1,173.3			80.2			128.8			964.3
Unrealized losses	$	(62.0	)	$	(1.4	)	$	(9.9	)	$	(50.7	)
Number of securities [1]	307			29			36			242
Investment grade:
Unrealized losses	$	(55.9	)	$	(1.1	)	$	(9.6	)	$	(45.2	)
Below investment grade:
Unrealized losses	$	(6.1	)	$	(0.3	)	$	(0.3	)	$	(5.5	)
Available-for-sale equity securities outside closed block
Unrealized losses	$	(0.5	)	$	(0.1	)	$	—		$	(0.4	)
Number of securities [1]	13			2			—			11

———————

[1] Certain securities are held in both the open and closed blocks.

For available-for-sale debt securities outside of the closed block with gross unrealized losses, 90.2% of the unrealized losses after offsets pertain to investment grade securities and 9.8% of the unrealized losses after offsets pertain to below-investment-grade securities at June 30, 2014.

The following table represents those securities whose fair value is less than 80% of amortized cost (significant unrealized loss) that have been at a significant unrealized loss position on a continuous basis.

Duration of Gross Unrealized Losses on	June 30, 2014
Securities Outside Closed Block:				0 – 6			6 – 12			Over 12
($ in millions)	Total			Months			Months			Months
Available-for-sale debt securities outside closed block
Unrealized losses over 20% of cost	$	(29.3	)	$	(4.2	)	$	(9.1	)	$	(16.0	)
Number of securities [1]	21			4			6			11
Investment grade:
Unrealized losses over 20% of cost	$	(26.1	)	$	(4.2	)	$	(8.1	)	$	(13.8	)
Below investment grade:
Unrealized losses over 20% of cost	$	(3.2	)	$	—		$	(1.0	)	$	(2.2	)
Available-for-sale equity securities outside closed block
Unrealized losses over 20% of cost	$	(0.4	)	$	—		$	(0.1	)	$	(0.3	)
Number of securities [1]	11			—			1			10

———————

[1] Certain securities are held in both the open and closed blocks.

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Duration of Gross Unrealized Losses on	June 30, 2014
Securities Inside Closed Block:				0 – 6			6 – 12			Over 12
($ in millions)	Total			Months			Months			Months
Available-for-sale debt securities inside closed block
Total fair value	$	577.0		$	31.6		$	32.6		$	512.8
Total amortized cost	602.4			32.5			33.8			536.1
Unrealized losses	$	(25.4	)	$	(0.9	)	$	(1.2	)	$	(23.3	)
Number of securities [1]	153			13			10			130
Investment grade:
Unrealized losses	$	(21.1	)	$	(0.7	)	$	(0.8	)	$	(19.6	)
Below investment grade:
Unrealized losses	$	(4.3	)	$	(0.2	)	$	(0.4	)	$	(3.7	)
Available-for-sale equity securities inside closed block
Unrealized losses	$	(0.5	)	$	(0.2	)	$	—		$	(0.3	)
Number of securities [1]	12			4			—			8

———————

[1] Certain securities are held in both the open and closed blocks.

The following table represents those securities whose fair value is less than 80% of amortized cost (significant unrealized loss) that have been at a significant unrealized loss position on a continuous basis.

Duration of Gross Unrealized Losses on	June 30, 2014
Securities Inside Closed Block:				0 – 6			6 – 12			Over 12
($ in millions)	Total			Months			Months			Months
Available-for-sale debt securities inside closed block
Unrealized losses over 20% of cost	$	(4.9	)	$	(4.0	)	$	(0.8	)	$	(0.1	)
Number of securities [1]	6			2			1			3
Investment grade:
Unrealized losses over 20% of cost	$	(4.1	)	$	(4.0	)	$	—		$	(0.1	)
Below investment grade:
Unrealized losses over 20% of cost	$	(0.8	)	$	—		$	(0.8	)	$	—
Available-for-sale equity securities inside closed block
Unrealized losses over 20% of cost	$	(0.4	)	$	(0.1	)	$	—		$	(0.3	)
Number of securities [1]	8			1			—			7

———————

[1] Certain securities are held in both the open and closed blocks.

Liquidity and Capital Resources

Liquidity refers to the ability of a company to generate sufficient cash flow to meet its cash requirements. Capital refers to the long-term financial resources available to support the operations of our business, fund business growth and provide a cushion to withstand adverse circumstances. Our ability to generate and maintain sufficient liquidity and capital depends on the profitability of our business, general economic conditions and our access to the capital markets and alternate sources of liquidity and capital. We believe that cash flows from the sources of funds available to us are sufficient to satisfy the current liquidity requirements, including under reasonably foreseeable stress scenarios.

The following discussion includes both liquidity and capital resources as these subjects are interrelated.

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The Phoenix Companies, Inc. (consolidated)

Summary Consolidated Cash Flows:	Six Months Ended
($ in millions)	June 30,
	2014			2013
Cash provided by (used for) operating activities	$	(281.2	)	$	(260.4	)
Cash provided by (used for) investing activities	(212.6		)	58.9
Cash provided by (used for) financing activities	329.0			324.9
Change in cash and cash equivalents	$	(164.8	)	$	123.4

Six months ended June 30, 2014 compared to the six months ended June 30, 2013

Cash used for operating activities increased by $20.8 million during the six months ended June 30, 2014 compared to the six months ended June 30, 2013. This increase was driven by an increase in audit and consulting fees related to the restatement of our prior period financial statements and lower renewal premiums on traditional life products. Partially offsetting this increase was lower death benefits paid on traditional life products during the six months ended June 30, 2014 when compared to the six months ended June 30, 2013.

Cash provided by investing activities decreased $271.5 million during the six months ended June 30, 2014 compared to the six months ended June 30, 2013 primarily as a result of a decrease in sales and maturities of short-term investments and higher purchases of short-term investments. The main driver of these changes was the timing of maturities and purchases.

Cash provided by financing activities increased $4.1 million during the six months ended June 30, 2014. This increase was primarily a result of an increase in policyholder deposits related to fixed index annuities products, when compared to 2013. Partially offsetting this increase was a decrease in policyholder deposits related to universal life products when compared to 2013.

The Phoenix Companies, Inc. Sources and Uses of Cash (parent company only)

In addition to existing cash and securities, our primary source of liquidity consist of dividends from Phoenix Life. Under New York Insurance Law, Phoenix Life is permitted to pay stockholder dividends to the holding company in any calendar year without prior approval from the NYDFS in the amount of the lesser of 10% of Phoenix Life’s surplus to policyholders as of the immediately preceding calendar year or Phoenix Life’s statutory net gain from operations for the immediately preceding calendar year, not including realized capital gains. Based on this calculation, Phoenix Life would be able to pay a dividend of $58.7 million in 2014. During the three and six months ended June 30, 2014, Phoenix Life declared $11.9 million and $26.5 million in dividends, respectively. In assessing our ability to pay dividends from Phoenix Life, we also consider the level of statutory capital and risk-based capital (“RBC”) of that entity. Our capitalization increased in the current and prior year; however, Phoenix Life may have less flexibility to pay dividends to the parent company if we experience declines in either statutory capital or RBC in the future. As of June 30, 2014, Phoenix Life had $751.7 million of statutory capital, surplus and asset valuation reserve (“AVR”). Phoenix Life’s estimated RBC ratio was in excess of 250%.

Our principal needs at the holding company level are debt service (net of amounts due on bonds repurchased), income taxes, and operating expenses. Interest expense on senior unsecured bonds was $9.6 million and $10.2 million for the six months ended June 30, 2014 and 2013, respectively. As of June 30, 2014, future minimum annual principal payments on senior unsecured bonds are $252.7 million in 2032.

As part of the intercompany tax sharing agreement, the holding company is required to hold funds in escrow for the benefit of Phoenix Life Insurance Company in the event Phoenix Life incurs future taxable losses. In accordance with its regulatory obligation, the Company expects, in the fourth quarter of 2014, to fund the escrow, in part, using approximately $10.8 million of cash from the holding company.

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Life Companies

The Life Companies’ liquidity requirements principally relate to: the liabilities associated with various life insurance and annuity products; the payment of dividends by Phoenix Life to the parent company; operating expenses; contributions to subsidiaries; and payment of principal and interest by Phoenix Life on its outstanding debt obligation. Liabilities arising from life insurance and annuity products include the payment of benefits, as well as cash payments in connection with policy surrenders, withdrawals and loans. The Life Companies also have liabilities arising from the runoff of the remaining discontinued group accident and health reinsurance operations, a block of business discontinued in 1999.

Historically, our Life Companies have used cash flows from operations and investing activities to fund liquidity requirements. Their principal cash inflows from life insurance and annuities activities come from premiums, annuity deposits, and charges on insurance policies and annuity contracts. In the case of Phoenix Life, cash inflows also include dividends, distributions, and other payments from subsidiaries. Principal cash inflows from investing activities result from repayments of principal, proceeds from maturities, sales of invested assets, and investment income. The principal cash inflows from our discontinued group accident and health reinsurance operations come from our reinsurance, recoveries from other retrocessionaires, and investing activities.

Aggregate life surrenders were 4.9% of related reserves for the six months ended June 30, 2013 but improved in the six months ended June 30, 2014, declining to 4.3%. Liquid assets used in satisfying surrenders consist of cash, cash equivalents, short-terms, treasuries, and agency-mortgage backed securities. These liquid assets accounted for 13.1% of fixed income investments as of June 30, 2014, as compared with 13.3% at year end 2013. A strong liquidity profile remains a priority for the Company, but as financial markets and the economy continue to improve the size and composition of this liquid asset portfolio will change to better meet the needs of the Company. These actions, along with resources the Company devotes to monitoring and managing surrender activity, are key components of liquidity management within the Company.

The primary liquidity risks regarding cash inflows from the investing activities of our Life Companies are the risks of default by debtors, interest rate and other market volatility and potential illiquidity of investments. We closely monitor and manage these risks.

Phoenix Life has $126.7 million principal of surplus notes outstanding due December 15, 2034. Interest payments are at an annual rate of 7.15%, require the prior approval of the NYDFS, and may be made only out of surplus funds which the NYDFS determines to be available for such payments under New York insurance law.

We believe that the existing and expected sources of liquidity for our Life Companies are adequate to meet both current and anticipated needs.

Capital Management Program

The Company is authorized to repurchase up to an aggregate amount of $25.0 million (not including fees and expenses) of the Company’s outstanding shares of common stock. Under the stock repurchase program, purchases may be made from time to time in the open market, in accelerated stock buyback arrangements, in privately negotiated transactions or otherwise, subject to market prices and other conditions. There is no time limit placed on the duration of the program, which may be modified, extended or terminated by the Board of Directors (the “Board”) at any time. There were no shares repurchased under this authorization.

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Ratings

Rating agencies assign Phoenix Life financial strength ratings and assign the holding company debt ratings based in each case on their opinions of the relevant company’s ability to meet its financial obligations. A downgrade or withdrawal of any of our credit ratings could negatively impact our liquidity.

The financial strength and debt ratings as of October 22, 2014 were as follows:

	Financial Strength Rating		Senior Debt Rating
Rating Agency [1]	of Phoenix Life [2]	Outlook	of Phoenix	Outlook
A.M. Best Company, Inc.	B	Stable	b	Negative
Standard & Poor’s	B+	Negative	B-	Negative

———————

[1] On January 14, 2014, Moody’s Investor Services withdrew all ratings of Phoenix including the Caa1 senior debt rating of Phoenix and the Ba2 financial strength rating of the Company’s life insurance subsidiaries and the B1 (hyb) debt rating of Phoenix Life’s surplus notes.

[2] PHL Variable is also rated by A.M. Best Company, Inc. and Standard & Poor’s. Phoenix Life and Annuity Company and American Phoenix Life and Reassurance Company are only rated by A.M. Best Company, Inc. All subsidiaries have the same rating as Phoenix Life.

Reference in this report to any credit rating is intended for the limited purposes of discussing or referring to changes in our credit ratings or aspects of our liquidity or costs of funds. Such reference cannot be relied on for any other purposes, or used to make any inference concerning future performance, future liquidity or any future credit rating.

76

Consolidated Financial Condition

Consolidated Balance Sheet:							Increase (decrease) and
($ in millions)	June 30, 2014			December 31, 2013			percentage change
							2014 vs. 2013
ASSETS
Available-for-sale debt securities, at fair value	$	12,454.1		$	11,808.6		$	645.5		5	%
Available-for-sale equity securities, at fair value	68.5			61.8			6.7			11	%
Short-term investments	504.8			361.6			143.2			40	%
Limited partnerships and other investments	557.9			561.9			(4.0		)	(1	%)
Policy loans, at unpaid principal balances	2,325.4			2,350.3			(24.9		)	(1	%)
Derivative instruments	175.0			243.1			(68.1		)	(28	%)
Fair value investments	207.4			210.8			(3.4		)	(2	%)
Total investments	16,293.1			15,598.1			695.0			4	%
Cash and cash equivalents	330.2			496.4			(166.2		)	(33	%)
Accrued investment income	185.7			170.4			15.3			9	%
Reinsurance recoverable	594.7			603.3			(8.6		)	(1	%)
Deferred policy acquisition costs	869.0			940.6			(71.6		)	(8	%)
Deferred income taxes, net	29.4			70.0			(40.6		)	(58	%)
Other assets	279.0			299.9			(20.9		)	(7	%)
Discontinued operations assets	39.9			43.6			(3.7		)	(8	%)
Separate account assets	3,285.4			3,402.3			(116.9		)	(3	%)
Total assets	$	21,906.4		$	21,624.6		$	281.8		1	%
LIABILITIES
Policy liabilities and accruals	$	12,429.0		$	12,437.6		$	(8.6	)	—	%
Policyholder deposit funds	3,658.7			3,429.7			229.0			7	%
Dividend obligations	895.6			705.9			189.7			27	%
Indebtedness	378.9			378.8			0.1			—	%
Pension and postretirement liabilities	302.5			315.9			(13.4		)	(4	%)
Other liabilities	376.4			333.0			43.4			13	%
Discontinued operations liabilities	35.1			37.7			(2.6		)	(7	%)
Separate account liabilities	3,285.4			3,402.3			(116.9		)	(3	%)
Total liabilities	21,361.6			21,040.9			320.7			2	%
STOCKHOLDERS’ EQUITY
Common stock	0.1			0.1			—			—	%
Additional paid-in capital	2,632.7			2,633.1			(0.4		)	—	%
Accumulated other comprehensive income (loss)	(177.2		)	(185.2		)	8.0			(4	%)
Accumulated deficit	(1,739.7		)	(1,692.1		)	(47.6		)	3	%
Treasury stock	(182.9		)	(182.9		)	—			—	%
Total The Phoenix Companies, Inc. stockholders’ equity	533.0			573.0			(40.0		)	(7	%)
Noncontrolling interests	11.8			10.7			1.1			10	%
Total stockholders’ equity	544.8			583.7			(38.9		)	(7	%)
Total liabilities and stockholders’ equity	$	21,906.4		$	21,624.6		$	281.8		1	%

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June 30, 2014 compared to December 31, 2013

Assets

The increase in available-for-sale debt securities was due to an increase in the market value resulting from decreases in interest rates and credit spreads during 2014. In addition to the increase in market value were additional purchases of securities from continued deposits in the fixed indexed annuity business.

The changes in short-term investments and cash are generally driven by cash being used to purchase short-term investments in 2014.

The decrease in the fair value of the derivative instruments is primarily due to losses on the call options and swaptions that are used to hedge the fixed indexed annuity business. The losses on the swaptions were largely driven by the decrease in interest rates during the period, as well as the expiration of some of the swaptions for the first quarter of 2014. The decrease in the fair value of the call options is primarily driven by the expiration of call options with a large gain, and is offset by a corresponding decrease in derivative liabilities, which are recorded within other liabilities.

DAC decreased overall as a result of continued amortization of previously deferred costs, as well as a $63.5 million decrease due to the shadow component from unrealized gains on investments within AOCI for the six months ended June 30, 2014. The table below presents DAC by product.

Composition of Deferred Policy Acquisition Costs					Increase (decrease) and
by Product:	June 30, 2014		December 31, 2013		percentage change
($ in millions)					2014 vs. 2013
Variable universal life	$	122.1	$	128.1	$	(6.0	)	(5	%)
Universal life	159.9		209.7		(49.8		)	(24	%)
Variable annuities	76.3		84.1		(7.8		)	(9	%)
Fixed annuities	199.7		191.4		8.3			4	%
Traditional life	311.0		327.3		(16.3		)	(5	%)
Total deferred policy acquisition costs	$	869.0	$	940.6	$	(71.6	)	(8	%)

Deferred taxes, net decreased by $40.6 million for the six months ended June 30, 2014 primarily as a result of a decrease in unrealized losses on available-for-sale debt securities during the period.

Separate account assets and liabilities decreased primarily as the result of policyholder withdrawals, which was partially offset by insignificant increases from market performance during the second quarter.

Liabilities and Stockholders’ Equity

Policyholder deposit funds increased during the six months ended June 30, 2014 primarily as a result of continued sales of fixed indexed annuities as illustrated in the table below entitled “Annuity Funds on Deposit.”

Dividend obligations increased primarily due to an increase in unrealized gains of $159.4 million on the assets supporting the closed block which are included in the dividend obligation.

The increase in other liabilities is primarily due to an increase in amounts payable for investments purchased.

The decrease in total stockholders’ equity was primarily a result of the net loss recognized for the six months ended June 30, 2014.

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Funds on Deposit

Annuity Funds on Deposit:	Three Months Ended						Six Months Ended
($ in millions)	June 30,						June 30,
	2014			2013			2014			2013
Balance, beginning of period	$	5,525.2		$	5,215.4		$	5,502.4		$	5,042.1
Deposits	201.0			174.0			371.4			347.7
Performance and interest credited	103.1			17.6			165.2			185.0
Fees	(17.7		)	(16.6		)	(36.0		)	(33.1		)
Benefits and surrenders	(188.6		)	(173.8		)	(380.0		)	(325.1		)
Balance, end of period	$	5,623.0		$	5,216.6		$	5,623.0		$	5,216.6

Three and six months ended June 30, 2014 compared to the three and six months ended June 30, 2013

Annuity funds on deposit increased $97.8 million during the three months ended June 30, 2014 compared to an increase of $1.2 million for the three months ended June 30, 2013. The increase for the comparable periods was primarily due to stronger market performance during the three months ended June 30, 2014 compared to the three months ended June 30, 2013.

Annuity funds on deposit increased $120.6 million and $174.5 million during the six months ended June 30, 2014 and 2013, respectively. The decline in the increase of annuity funds on deposit for the six months ended June 30, 2014 compared to the six months ended June 30, 2013 was primarily due to more benefits and surrenders in the current year compared to the prior year comparable period. This is consistent with the overall higher surrender rates being experienced in the variable annuity business as this business ages.

Variable Universal Life Funds on Deposit:	Three Months Ended						Six Months Ended
($ in millions)	June 30,						June 30,
	2014			2013			2014			2013
Balance, beginning of period	$	1,080.1		$	1,044.2		$	1,089.3		$	1,014.3
Deposits	16.1			18.6			33.7			37.8
Performance and interest credited	36.0			2.0			49.0			60.3
Fees and cost of insurance	(17.6		)	(18.9		)	(35.8		)	(37.2		)
Benefits and surrenders	(21.9		)	(29.1		)	(43.5		)	(58.4		)
Balance, end of period	$	1,092.7		$	1,016.8		$	1,092.7		$	1,016.8

Three and six months ended June 30, 2014 compared to the three and six months ended June 30, 2013

Variable universal life funds on deposit increased $12.6 million and decreased $27.4 million during the three months ended June 30, 2014 and 2013, respectively. The increase in the current year funds on deposit was primarily due to stronger market performance during the three months ended June 30, 2014 compared to the three months ended June 30, 2013.

Variable universal life funds on deposit increased $3.4 million during the six months ended June 30, 2014 compared to an increase of $2.5 million during the six months ended June 30, 2013. This is primarily due to a lower level of benefits and surrenders in 2014 compared to 2013, offset by lower overall market performance in 2014 compared to 2013. This is consistent with the overall lower surrender rates being experienced in the variable universal life business.

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Universal Life Funds on Deposit:	Three Months Ended						Six Months Ended
($ in millions)	June 30,						June 30,
	2014			2013			2014			2013
Balance, beginning of period	$	1,809.0		$	1,846.5		$	1,818.2		$	1,837.9
Deposits	77.3			81.3			164.8			188.3
Interest credited	18.2			19.0			34.7			37.6
Fees and cost of insurance	(86.3		)	(86.1		)	(173.5		)	(174.7		)
Benefits and surrenders	(21.0		)	(18.6		)	(47.0		)	(47.0		)
Balance, end of period	$	1,797.2		$	1,842.1		$	1,797.2		$	1,842.1

Three and six months ended June 30, 2014 compared to the three and six months ended June 30, 2013

Universal life funds on deposit decreased $11.8 million and $4.4 million during the three months ended June 30, 2014 and 2013, respectively. The larger decline in funds on deposit reflects was primarily due to lower levels of deposits which we expect to continue as the overall inforce levels and funds on deposits decrease.

Universal life funds on deposit decreased $21.0 million during the six months ended June 30, 2014 compared to an increase of $4.2 million during the six months ended June 30, 2013. The decrease was primarily due to lower levels of deposits which we expect to continue as overall inforce levels and funds on deposit decrease.

Contractual Obligations and Commercial Commitments

As part of its normal investment activities, the Company enters into agreements to fund limited partnerships that make debt and equity investments. As of June 30, 2014, the Company had unfunded commitments of $250.5 million under such agreements, of which $57.9 million is expected to be funded by December 31, 2014.

In addition, the Company enters into agreements to purchase private placement investments. At June 30, 2014, the Company had open commitments of $133.6 million under such agreements which are expected to be fully funded by March 15, 2015.

Commitments Related to Recent Business Combinations

Under the terms of purchase agreements related to certain business combinations, we are subject to certain contractual obligations, commitments and other purchase arrangements as described in the 2013 Form 10-K.

Obligations Related to Pension and Post-employment Employee Benefit Plans

As of June 30, 2014, there were no material changes to our obligations related to pension and post-employment employee benefit plans as described in the 2013 Form 10-K.

We made contributions to the pension plan of $4.2 million in the second quarter of 2014. During the six months ended June 30, 2014, we made contributions of $7.5 million to the pension plan. We expect to make additional contributions of $4.2 million to the pension plan by December 31, 2014.

Effective March 31, 2010, all benefit accruals under all of our funded and unfunded defined benefit plans were frozen.

See Note 15 to our consolidated interim unaudited financial statements in this Form 10-Q for additional information.

Off-Balance Sheet Arrangements

As of June 30, 2014 and December 31, 2013, we did not have any significant off-balance sheet arrangements that are reasonably likely to have a material effect on the financial condition, results of operations, liquidity, or capital resources of the Company. The Company does have unfunded commitments to purchase investments in limited partnerships and private placements and a commitment for infrastructure services. See Note 21 to our consolidated interim unaudited financial statements in this Form 10-Q for additional information.

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Reinsurance

We maintain reinsurance agreements to limit potential losses, reduce exposure to larger risks and provide additional capacity for growth. We remain liable to the extent that reinsuring companies may not be able to meet their obligations under reinsurance agreements in effect. Failure of the reinsurers to honor their obligations could result in losses to the Company. Since we bear the risk of nonpayment, we evaluate the financial condition of our reinsurers and monitor concentrations of credit risk.Based on our review of their financial statements, reputation in the reinsurance marketplace and other relevant information, we believe that we have no material exposure to uncollectible life reinsurance. At June 30, 2014, five major reinsurance companies account for approximately 64% of the reinsurance recoverable.

Statutory Capital and Surplus

Phoenix Life’s statutory basis capital and surplus (including AVR) increased from $735.2 million at December 31, 2013 to $751.7 million at June 30, 2014. The principal factor resulting in this increase was consolidated net income of $77.2 million, offset by $26.5 million of dividends declared during the first six months of 2014. The results also reflected $31.0 million of net prior period error adjustments, which decreased surplus during 2014 as a result of errors found in the restatement of our prior period financial statements and statutory and U.S. GAAP audits.

Enterprise Risk Management

We have an enterprise-wide risk management program. Our Chief Risk Officer reports to the Chief Executive Officer and monitors our risk management activities. The Chief Risk Officer provides regular reports to the Board without the presence of other members of management. Our risk management governance consists of several management committees to oversee and address issues pertaining to all our major risks—operational, market and product—as well as capital management. In all cases, these committees include one or more of our Chief Executive Officer, Chief Financial Officer, Chief Investment Officer and Chief Risk Officer.

See the “Enterprise Risk Management” section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the 2013 Form 10-K. There were no material changes in our exposure to operational or market risk at June 30, 2014 compared with December 31, 2013.

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A of the 2013 Form 10-K. There were no material changes in our market risk exposure at June 30, 2014 compared with December 31, 2013.

Item 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed, in the reports the Company files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Quarterly Report on Form 10-Q, the Company carried out an evaluation under the supervision of and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as of June 30, 2014, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2014, the Company’s disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting described in Part II, Item 9A of the 2013 Form 10-K. Management has concluded that the material weaknesses that were present at December 31, 2013 were also present at June 30, 2014. These material weaknesses included deficiencies in the period-end financial reporting process which includes the timely preparation and filing of the Company’s consolidated interim unaudited financial statements.

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To address these material weaknesses, management performed additional analyses and other procedures to ensure that the Company’s consolidated interim unaudited financial statements were prepared in accordance with U.S. GAAP. Accordingly, the Company’s management believes that the consolidated interim unaudited financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented and that this Quarterly Report on Form 10-Q 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 periods covered by this report.

Previously Identified Material Weaknesses

As previously disclosed in the 2013 Form 10-K, management concluded that, as of December 31, 2013, the Company’s internal control over financial reporting was not effective based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. For a discussion of the material weaknesses in internal control over financial reporting, please see “Controls and Procedures” in Part II, Item 9A of the 2013 Form 10-K.

Remediation Status

As more fully discussed in the 2013 Form 10-K, to remediate the material weaknesses referenced above, the Company has implemented or plans to implement the remediation initiatives described in Part II, Item 9A of the 2013 Form 10-K and will continue to evaluate the remediation and plans to implement additional measures in the future.

Changes in Internal Control Over Financial Reporting

During the quarter, management implemented certain remediation initiatives discussed in Part II, Item 9A of the 2013 Form 10-K. However, there were no material changes to the Company’s internal control over financial reporting during the second quarter of 2014 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

The Company is regularly involved in litigation and arbitration, both as a defendant and as a plaintiff. The litigation and arbitration naming the Company as a defendant ordinarily involves our activities as an insurer, employer, investor, investment advisor or taxpayer.

It is not feasible to predict or determine the ultimate outcome of all legal or arbitration proceedings or to provide reasonable ranges of potential losses. It is believed that the outcome of our litigation and arbitration matters are not likely, either individually or in the aggregate, to have a material adverse effect on the financial condition of the Company. However, given the large or indeterminate amounts sought in certain of these matters and the inherent unpredictability of litigation and arbitration, it is possible that an adverse outcome in certain matters could, from time to time, have a material adverse effect on the results of operations or cash flows in particular quarterly or annual periods.

For a discussion of legal proceedings as of June 30, 2014, see “Legal Proceedings” in Part I, Item 3 of the 2013 Form 10-K which was filed on August 6, 2014.

See “Risk Factors” in Part I, Item 1A of the 2013 Form 10-K and Note 20 to our consolidated interim unaudited financial statements in this Form 10-Q for additional information.

Item 1A.    RISK FACTORS

The Company is subject to risks and uncertainties, any of which could have a significant or material adverse effect on our business, financial condition, liquidity or consolidated financial statements. As of June 30, 2014, there were no material changes to the Company’s risk factors disclosed in “Risk Factors” in Part I, Item 1A of the 2013 Form 10-K. You should carefully consider the risk factors disclosed in “Risk Factors” in Part I, Item 1A of the 2013 Form 10-K. The risks described herein and therein are not the only ones we face. This information should be considered carefully together with the other information contained in this report and the other reports and materials the Company files with the SEC.

Item 6.    EXHIBITS

Exhibit
12	Ratio of Earnings to Fixed Charges*
31.1	Certification of James D. Wehr, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2	Certification of Bonnie J. Malley, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32	Certification by James D. Wehr, Chief Executive Officer and Bonnie J. Malley, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
*	Filed herewith

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We will furnish any exhibit upon the payment of a reasonable fee, which fee shall be limited to our reasonable expenses in furnishing such exhibit. Requests for copies should be directed to: Corporate Secretary, The Phoenix Companies, Inc., One American Row, P.O. Box 5056, Hartford, Connecticut 06102-5056.

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SIGNATURE

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.

THE PHOENIX COMPANIES, INC.

(Registrant)

Date: November 7, 2014	By:	/s/ Bonnie J. Malley
	Bonnie J. Malley
	Executive Vice President and Chief Financial Officer

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