Quarterly Report (10-q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
—————————
FORM 10-Q
—————————
 
(Mark One)
   
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2012

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  ¨      NO  þ

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  ¨      NO  þ

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  ¨
Accelerated filer  þ
Non-accelerated filer  ¨
Smaller reporting company  ¨
   
(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  ¨      NO  þ

On April 18, 2014 the registrant had 5.7 million shares of common stock outstanding.
 


 
 
 
 
 
Explanatory Note

This Quarterly Report on Form 10-Q for the period ended September 30, 2012 (this “Form 10-Q”) is being filed by The Phoenix Companies, Inc. (“we,” “our,” “us,” the “Company,” “PNX” or “Phoenix”) subsequent to the filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2014 (the “2012 Form 10-K”), to meet the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The 2012 Form 10-K contains audited financial statements of the Company for the years ended December 31, 2012, 2011 and 2010 and interim unaudited financial statements presented for each quarter during the fiscal years 2012 and 2011, which in each case are presented on a restated and amended basis to the extent previously filed in a periodic report by the Company with the SEC. The information contained in this Form 10-Q serves to update the financial statements of the Company for the year ended December 31, 2011 contained in the 2012 Form 10-K but does not serve to update the financial statements of the Company for the year ended December 31, 2012 contained in the 2012 Form 10-K.

The Company filed a Current Report on Form 8-K with the SEC on November 8, 2012 (as was amended by Forms 8-K/A filed by the Company on March 15, 2013 and April 24, 2013, respectively (collectively, the “Restatement Form 8-K”)) disclosing its conclusion that certain of its previously issued annual audited and interim unaudited financial statements contained in its historical Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q should no longer be relied upon and should be restated.

The 2012 Form 10-K restates and corrects the following financial statements of the Company (the “Restatement”): (i) the audited consolidated balance sheet as of December 31, 2011 and consolidated statements of comprehensive income, changes in stockholders’ equity and cash flows for each of the years ended December 31, 2011 and 2010; (ii) the selected financial data as of and for each of the years ended December 31, 2011, 2010, 2009 and 2008; and (iii) the unaudited statements of comprehensive income, unaudited consolidated balance sheets, unaudited consolidated statements of cash flow and unaudited statements of changes in stockholders’ equity for the quarterly periods ended March 31 and June 30, 2012 and for each of the quarterly periods in fiscal year 2011.
 
In addition, prior periods have been amended for the retrospective adoption of amendments to ASC 944, Financial Services – Insurance (ASU 2010-26, “ Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts ”), and correction of accounting errors related to the adoption as reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012.

In October 2010, the FASB issued amended guidance to ASC 944, Financial Services – Insurance , to address the diversity in practice for accounting for costs associated with acquiring or renewing insurance contracts. This guidance was retrospectively adopted by the Company on January 1, 2012 and such retrospective adoption resulted in amendments to previously reported balances in all applicable reporting periods as if the guidance was applied at the inception of all policies in force. As a result of the restatement, the effects of retrospective adoption also reflect the impact of the adoption after consideration of correcting the errors that were corrected by the Restatement and errors in the initial adoption of ASC 944 reported in the Quarterly Report on Form 10-Q for the period ended March 31, 2012.

The interim unaudited financial statements for the three and nine month periods ended September 30, 2011 contained herein are presented on a restated and amended basis, consistent with the restated and amended financial statements for the year ended December 31, 2011 contained in the 2012 Form 10-K, and reflects corrections that were made during the Restatement process impacting such periods and to amend such interim unaudited financial statements for the impact of the retrospective adoption of amended accounting guidance.

For more information on the matters that have led to the Restatement and data previously reported, see Note 2 “Restatement and Amendment of Previously Reported Financial Information” to our consolidated financial statements contained herein.
 
 
2

 
 
TABLE OF CONTENTS
 
     
Part I
FINANCIAL INFORMATION
Page
     
Item 1.
Financial Statements (unaudited)
4
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
84
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
109
     
Item 4.
Controls and Procedures
109
     
Part II
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
 
     
Item 1A.
Risk Factors
111
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
112
     
Item 3.
Defaults Upon Senior Securities
112
     
Item 4.
Mine Safety Procedures
112
     
Item 5.
Other Information
112
     
Item 6.
Exhibits
113
   
Signatures
114
 
 
3

 
 
PART I. FINANCIAL INFORMATION
 
Item 1.      FINANCIAL STATEMENTS

THE PHOENIX COMPANIES, INC.
Unaudited Consolidated Balance Sheets
($ in millions, except share data)
September 30, 2012 and December 31, 2011
 
   
Sept 30,
   
Dec 31,
 
   
2012
   
2011
 
         
As restated
and amended
 
ASSETS:
           
Available-for-sale debt securities, at fair value (amortized cost of $11,508.5 and $11,267.0)
  $ 12,436.7     $ 11,797.0  
Available-for-sale equity securities, at fair value (cost of $28.2 and $32.6)
    30.9       35.7  
Limited partnerships and other investments
    559.2       565.3  
Policy loans, at unpaid principal balances
    2,338.4       2,379.3  
Derivative instruments
    195.1       162.2  
Fair value investments
    213.8       184.0  
Total investments
    15,774.1       15,123.5  
Cash and cash equivalents
    283.8       168.2  
Accrued investment income
    207.8       175.6  
Receivables
    663.1       648.6  
Deferred policy acquisition costs
    944.4       1,119.2  
Deferred income taxes, net
    61.1       120.6  
Other assets
    279.3       230.1  
Discontinued operations assets
    53.9       85.3  
Separate account assets
    3,395.4       3,816.9  
Total assets
  $ 21,662.9     $ 21,488.0  
                 
LIABILITIES:
               
Policy liabilities and accruals
  $ 12,657.1     $ 12,631.4  
Policyholder deposit funds
    2,914.6       2,432.2  
Dividend obligations
    991.0       752.5  
Indebtedness
    378.8       426.9  
Other liabilities
    730.5       658.0  
Discontinued operations liabilities
    48.8       74.4  
Separate account liabilities
    3,395.4       3,816.9  
Total liabilities
    21,116.2       20,792.3  
                 
CONTINGENCIES AND COMMITMENTS (NOTES 21 & 22)
               
                 
STOCKHOLDERS’ EQUITY:
               
Common stock, $.01 par value: 5.7 million and 5.8 million shares outstanding (1)
    0.1       1.3  
Additional paid-in capital
    2,632.7       2,630.5  
Accumulated other comprehensive loss
    (232.0 )     (230.7 )
Accumulated deficit
    (1,676.4 )     (1,528.7 )
Treasury stock, at cost: 0.6 million and 0.6 million shares (1)
    (182.9 )     (179.5 )
Total The Phoenix Companies, Inc. stockholders’ equity
    541.5       692.9  
Noncontrolling interests
    5.2       2.8  
Total stockholders’ equity
    546.7       695.7  
Total liabilities and stockholders’ equity
  $ 21,662.9     $ 21,488.0  
———————
(1)   
All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012.

The accompanying unaudited notes are an integral part of these financial statements.
 
 
4

 
 
THE PHOENIX COMPANIES, INC.
Unaudited Interim Consolidated Statements of Income and Comprehensive Income
($ in millions, except share data)
Three and Nine Months Ended September 30, 2012 and 2011

   
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
         
As restated
and amended
         
As restated
and amended
 
REVENUES:
                       
Premiums
  $ 94.8     $ 111.9     $ 290.6     $ 323.6  
Fee income
    138.8       146.5       423.1       455.8  
Net investment income
    205.1       203.5       623.3       628.1  
Net realized investment gains (losses):
                               
  Total other-than-temporary impairment (“OTTI”) losses
    (7.2 )     (30.9 )     (30.6 )     (44.6 )
  Portion of OTTI losses recognized in other comprehensive income (“OCI”)
    (0.2 )     21.2       11.3       26.1  
    Net OTTI losses recognized in earnings
    (7.4 )     (9.7 )     (19.3 )     (18.5 )
  Net realized investment gains (losses), excluding OTTI losses
    34.9       (0.4 )     20.9       0.5  
Net realized investment gains (losses)
    27.5       (10.1 )     1.6       (18.0 )
Gain on debt repurchase
    11.9             11.9        
Total revenues
    478.1       451.8       1,350.5       1,389.5  
                                 
BENEFITS AND EXPENSES:
                               
Policy benefits, excluding policyholder dividends
    352.5       293.1       888.9       848.6  
Policyholder dividends
    81.0       53.5       222.3       199.0  
Policy acquisition cost amortization
    71.7       35.1       164.6       127.0  
Interest expense on indebtedness
    7.9       7.9       23.7       23.7  
Other operating expenses
    61.9       57.4       187.1       187.1  
Total benefits and expenses
    575.0       447.0       1,486.6       1,385.4  
Income (loss) from continuing operations before income taxes
    (96.9 )     4.8       (136.1 )     4.1  
Income tax expense (benefit)
    (4.9 )     (6.8 )     (1.0 )     9.5  
Income (loss) from continuing operations
    (92.0 )     11.6       (135.1 )     (5.4 )
Loss from discontinued operations, net of income taxes
    (6.0 )     (3.9 )     (12.0 )     (6.1 )
Net income (loss)
    (98.0 )     7.7       (147.1 )     (11.5 )
Less: Net income (loss) attributable to noncontrolling interests
    0.8       (0.3 )     0.6       (0.4 )
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ (98.8 )   $ 8.0     $ (147.7 )   $ (11.1 )

(Continued on next page)

The accompanying unaudited notes are an integral part of these financial statemen ts.
 
 
5

 
 
THE PHOENIX COMPANIES, INC.
Unaudited Interim Consolidated Statements of Comprehensive Income
($ in millions, except share data)
Three and Nine Months Ended September 30, 2012 and 2011

(Continued from previous page)
 
Three Months Ended
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
         
As restated
and amended
         
As restated
and amended
 
COMPREHENSIVE INCOME (LOSS):
                       
Net income (loss) attributable to The Phoenix Companies, Inc.
    (98.8 )     8.0       (147.7 )     (11.1 )
Net income (loss) attributable to noncontrolling interests
    0.8       (0.3 )     0.6       (0.4 )
Net income (loss)
  $ (98.0 )   $ 7.7     $ (147.1 )   $ (11.5 )
Other comprehensive income (loss) before income taxes:
                               
Net unrealized investment gains before income taxes
    21.0       6.0       70.4       60.3  
Non-credit portion of OTTI losses recognized in OCI before income taxes
    10.6       (21.2 )     11.9       (21.5 )
Net pension liability adjustment before income taxes
    2.4       (8.1 )     (0.1 )     (2.2 )
Net unrealized other gains (losses) before income taxes
                       
Net unrealized derivative instruments gains (losses) before income taxes
                       
    Other comprehensive income (loss) before income taxes
    34.0       (23.3 )     82.2       36.6  
Less: Income tax expense (benefit) related to:
                               
Net unrealized investment gains (losses)
    34.9       (22.6 )     79.4       8.7  
Non-credit portion of OTTI losses recognized in OCI
    3.7       (7.5 )     4.1       (7.6 )
Net pension liability adjustment
                       
Net unrealized other gains (losses)
                       
Net unrealized derivative instrument gains (losses)
                       
      Total income tax expense (benefit)
    38.6       (30.1 )     83.5       1.1  
    Other comprehensive income (loss) net of income taxes
    (4.6 )     6.8       (1.3 )     35.5  
Comprehensive income (loss)
    (102.6 )     14.5       (148.4 )     24.0  
Less: Comprehensive income (loss) attributable to                                
noncontrolling interests, net of income taxes
    0.8       (0.3 )     0.6       (0.4 )
Comprehensive income (loss) attributable to The Phoenix Companies, Inc.
  $ (103.4 )   $ 14.8     $ (149.0 )   $ 24.4  
                                 
EARNINGS (LOSS) PER SHARE:   (1)
                               
Earnings from continuing operations – basic
  $ (16.00 )   $ 1.99     $ (23.33 )   $ (0.93 )
Earnings from continuing operations – diluted
  $ (16.00 )   $ 1.97     $ (23.33 )   $ (0.93 )
Loss from discontinued operations – basic
  $ (1.04 )   $ (0.67 )   $ (2.07 )   $ (1.05 )
Loss from discontinued operations – diluted
  $ (1.04 )   $ (0.66 )   $ (2.07 )   $ (1.05 )
Net earnings (loss) attributable to The Phoenix Companies, Inc.– basic
  $ (17.19 )   $ 1.38     $ (25.50 )   $ (1.91 )
Net earnings (loss) attributable to The Phoenix Companies, Inc. – diluted
  $ (17.19 )   $ 1.36     $ (25.50 )   $ (1.91 )
Basic weighted-average common shares outstanding (in thousands)
    5,749       5,816       5,792       5,814  
Diluted weighted-average common shares outstanding (in thousands)
    5,749       5,890       5,792       5,814  
———————
(1)   
All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012.

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

 
6

 
 
THE PHOENIX COMPANIES, INC.
Unaudited Interim Consolidated Statements of Cash Flows
($ in millions)
Nine Months Ended September 30, 2012 and 2011

   
September 30,
 
   
2012
   
2011
 
         
As restated
and amended
 
OPERATING ACTIVITIES:
           
Net loss
  $ (147.7 )   $ (11.1 )
Net realized investment (gains) losses
    4.2       18.0  
Gain on debt repurchase
    (11.9 )      
Policy acquisition costs deferred
    (56.2 )     (64.6 )
Amortization of deferred policy acquisition costs
    164.6       127.0  
Amortization and depreciation
    9.9       9.1  
Interest credited
    90.1       89.4  
Undistributed equity in earnings of limited partnerships and other investments
    (46.0 )     (48.2 )
Change in:
               
  Accrued investment income
    (118.1 )     (109.8 )
  Deferred income taxes
    (24.7 )     (2.7 )
  Receivables
    (19.8 )     10.6  
  Policy liabilities and accruals
    (312.4 )     (363.5 )
  Dividend obligations
    66.9       16.2  
Impact of operating activities of consolidated investment entities, net
          (2.7 )
Other operating activities, net
    (2.3 )     (34.2 )
Cash used for operating activities
    (403.4 )     (366.5 )
                 
INVESTING ACTIVITIES:
               
Purchases of:
               
  Available-for-sale debt securities
    (2,367.7 )     (2,253.9 )
  Available-for-sale equity securities
    (6.3 )     (5.7 )
  Derivative instruments
    (46.0 )     (32.9 )
  Fair value investments
    (27.7 )     (35.0 )
  Other investments
    (1.0 )     (1.1 )
Sales, repayments and maturities of:
               
  Available-for-sale debt securities
    2,190.1       1,762.2  
  Available-for-sale equity securities
    7.9       1.9  
  Derivative instruments
    16.2       61.4  
  Fair value investments
    9.3       10.9  
  Other investments
    8.3       22.0  
Contributions to limited partnerships and limited liability corporations
    (63.7 )     (67.1 )
Distributions from limited partnerships and limited liability corporations
    101.9       78.7  
Policy loans, net
    106.7       101.8  
Other investing activities, net
    (5.8 )     (4.6 )
Cash used for investing activities
    (77.8 )     (361.4 )

(Continued on next page)

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

 
7

 
 
THE PHOENIX COMPANIES, INC.
Unaudited Interim Consolidated Statements of Cash Flows
($ in millions)
Nine Months Ended September 30, 2012 and 2011

(Continued from previous page)
 
September 30,
 
   
2012
   
2011
 
         
As restated
and amended
 
FINANCING ACTIVITIES:
           
Policyholder deposit fund deposits
    1,216.3       1,336.3  
Policyholder deposit fund withdrawals
    (861.8 )     (920.4 )
Net transfers to/from separate accounts
    279.4       344.1  
Impact of financing activities of consolidated investment entities, net
    0.1        
Other financing activities, net
    (39.6 )     1.3  
Cash provided by financing activities
    594.4       761.3  
Change in cash and cash equivalents
    113.2       33.4  
Change in cash balances of discontinued operations assets
    2.4       1.2  
Cash and cash equivalents, beginning of period
    168.2       93.7  
Cash and cash equivalents, end of period
  $ 283.8     $ 128.3  
                 
Supplemental Disclosure of Cash Flow Information
               
Income taxes paid
  $ (3.3 )   $ (6.2 )
Interest expense on indebtedness paid
  $ (20.4 )   $ (20.4 )
                 
Non-Cash Transactions During the Year
               
Investment exchanges
  $ 84.4     $ 54.5  

The accompanying unaudited notes are an integral part of these financial statements .
 
 
8

 
 
THE PHOENIX COMPANIES, INC.
Unaudited Interim Consolidated Statements of Changes in Stockholders’ Equity
($ in millions)
Nine Months Ended September 30, 2012 and 2011

   
September 30,
 
   
2012
   
2011
 
         
As restated
and amended (1)
 
COMMON STOCK: (2)
           
  Balance, beginning of period
  $ 1.3     $ 1.3  
    Adjustment for reverse stock split
    (1.2 )      
  Balance, end of period
  $ 0.1     $ 1.3  
                 
ADDITIONAL PAID-IN CAPITAL:
               
  Balance, beginning of period
  $ 2,630.5     $ 2,631.0  
    Issuance of shares and compensation expense on stock compensation awards
    1.0       1.8  
    Adjustment for reverse stock split (2)
    1.2        
  Balance, end of period
  $ 2,632.7     $ 2,632.8  
                 
ACCUMULATED OTHER COMPREHENSIVE LOSS:
               
  Balance, beginning of period
  $ (230.7 )   $ (156.2 )
    Other comprehensive income (loss)
    (1.3 )     35.5  
  Balance, end of period
  $ (232.0 )   $ (120.7 )
                 
ACCUMULATED DEFICIT:
               
  Balance, beginning of period
  $ (1,528.7 )   $ (1,498.0 )
    Net loss
    (147.7 )     (11.1 )
  Balance, end of period
  $ (1,676.4 )   $ (1,509.1 )
                 
TREASURY STOCK, AT COST: (2)
               
  Balance, beginning of period
  $ (179.5 )   $ (179.5 )
    Treasury shares purchased
    (3.4 )      
  Balance, end of period
  $ (182.9 )   $ (179.5 )
                 
TOTAL STOCKHOLDERS’ EQUITY ATTRIBUTABLE TO
               
THE PHOENIX COMPANIES, INC.:
               
  Balance, beginning of period
  $ 692.9     $ 798.6  
    Change in stockholders’ equity attributable to The Phoenix Companies, Inc.
    (151.4 )     26.2  
  Balance, end of period
  $ 541.5     $ 824.8  
                 
NONCONTROLLING INTERESTS :
               
  Balance, beginning of period
  $ 2.8     $ 1.8  
    Change in noncontrolling interests
    2.4       0.8  
  Balance, end of period
  $ 5.2     $ 2.6  
                 
TOTAL STOCKHOLDERS’ EQUITY:
               
  Balance, beginning of period
  $ 695.7     $ 800.4  
    Change in stockholders’ equity
    (149.0 )     27.0  
  Stockholders’ equity, end of period
  $ 546.7     $ 827.4  
———————
(1)   
Amounts reflect the cumulative impact of the retrospective adoption of amended guidance to ASC 944, Financial Services - Insurance (ASU 2010-26), as detailed more fully within Footnote 2 to these financial statements.
(2)   
Reflects the 1-for-20 reverse stock split, which was effective August 10, 2012. See Note 10 to our consolidated financial statements for additional information on the reverse stock split.
 
 

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

 
9

 
 
THE PHOENIX COMPANIES, INC.
Notes to Unaudited Interim Consolidated Financial Statements
Three and Nine Months Ended September 30, 2012 and 2011
 
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 (“PHLVIC”), 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. Our distribution subsidiary is Saybrus Partners, Inc. (“Saybrus”).

We operate two businesses 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.
 
2.      Restatement and Amendment of Previously Reported Financial Information

These interim financial statements should be read in conjunction with the restated and amended consolidated financial statements for the year ended December 31, 2011 contain in the 2012 Annual Report on Form 10-K (the "2012 Form 10-K"), which was filed on April 1, 2014. As previously presented in the 2012 Form 10-K, during the preparation of the Company’s Form 10-Q for the period ended September 30, 2012, certain errors were identified within the consolidated statement of cash flows for the nine months ended September 30, 2012, as well as for previously reported periods. Following the identification of these cash flow related errors, management initiated a comprehensive internal review of the Company’s historical financial information and identified additional errors. As part of its internal review, the Company evaluated the financial reporting process and the resulting financial statements as well as the appropriateness of prior accounting and reporting decisions in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). As a result, the Company has restated and amended its consolidated financial statements as of and for the three and nine months ended September 30, 2011 to: (i) adjust for impact of these errors; (ii) record previously identified out-of-period errors that were previously determined not to be material individually, or in the aggregate, in the appropriate period; and (iii) amend the financial statements for the impact of the retrospective adoption of amended accounting guidance discussed more fully in the “Revision for the Retrospective Adoption of Amended Accounting Guidance” section below.

The Company has classified the errors that were affected by the restatement into the following major categories:

1.      Actuarial Finance (which includes various subcategories as noted more fully below)
2.      Investments (which includes various subcategories as noted more fully below)
3.      Reinsurance Accounting
4.      Pensions
5.      Limited Partnerships and Other Investments Taxable Income Reporting
6.      Cash Flows and Changes in Classification

In addition to these six categories, there are certain items labeled “other restatement adjustments” which primarily relate to previously recorded out-of-period errors that were previously identified and determined not to be material individually or in the aggregate. The Company reconsidered each of these errors individually and in the aggregate during the course of the restatement and concluded that certain of these previously identified errors, namely actuarial and pension, would be most appropriately presented within the “Actuarial Finance” and “Pensions” sections below, with the remaining errors most appropriately categorized into “other restatement adjustments” rather than any of the six major categories. In an effort to provide greater transparency into these remaining “other restatement adjustments,” the Company has provided additional details underlying select errors for certain financial statement line items, as deemed appropriate. These details are presented in the financial statement tables detailed more fully within this Note below.

 
10

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

Actuarial Finance

The Company determined that there were errors related to the actuarial valuation of insurance liabilities and the amortization of deferred policy acquisition costs. Errors were identified related to data, assumptions and valuation methodologies and separated into the following sub-categories detailed below:

  
Accounting for Certain Universal Life Type Products:   Certain of the Company’s universal life products have benefit features that are expected to produce profits in earlier periods followed by losses in later periods. Under U.S. GAAP accounting, the Company is required to establish reserves for the anticipated benefits that exceed the projected contract value and arise from these features. The Company did not properly evaluate certain benefit features and, therefore, did not properly establish the required reserves. The resulting changes in the reserve had a secondary impact on gross profits used to amortize deferred acquisition costs and unearned revenue reserves.

In addition, the Company must periodically assess each of its lines of business for a potential premium deficiency including whether the line of business is expected to produce profits in earlier years followed by losses in later years. The Company did not properly assess the universal life or variable universal life lines of businesses for this profits followed by losses condition. Accordingly, the Company accrued additional reserves over the restatement period to provide for expected losses in the future.

The Company also determined it was using inappropriate approximations of reinsurance that when aggregated did not properly reflect the underlying reinsurance costs accurately within the models it uses to amortize deferred policy acquisition costs and to value policyholder liabilities. The impact of the correction of this reinsurance modeling error indirectly impacted the balances discussed above.

In addition, the impact of this error indirectly impacted the calculation of the “Shadow Accounting” error which is a separately identifiable component of actuarial errors and, accordingly, is described within the “Shadow Accounting” section of “Actuarial Finance” directly below.

The impact of the correction of these errors on the consolidated financial statements is presented in the “Summary of Correction of Actuarial Finance Errors” table within the “Actuarial Finance” section of this Note below.

  
Shadow Accounting:  Under U.S. GAAP accounting, assets and liabilities that are backed by a portfolio of assets classified as available-for-sale must be adjusted to reflect the amount of unrealized gains or unrealized losses “as if the amounts were realized” with a corresponding offset to other comprehensive income (loss) in a process commonly referred to as “shadow accounting.” The Company failed to recognize all of the relationships between the available-for-sale assets and the supported assets and liabilities in calculating these adjustments. During the restatement, the shadow accounting policy and valuation process were corrected to ensure all interrelated assets and liabilities were being properly identified and to ensure that the impacts of these unrealized gains or losses were properly recorded. The impact of the correction of these errors on the consolidated financial statements is presented in the “ Summary of Correction of Actuarial Finance Errors ” table within the “ Actuarial Finance” section of this Note below.

  
Loss Recognition:  Under U.S. GAAP accounting, the Company must periodically assess the net liability (net of deferred policy acquisition costs) to ensure it is sufficient to provide for the expected policyholder benefits and related expenses. Upon analysis, the Company determined that for certain lines of business the “locked-in” historical estimates used to calculate the policyholder liabilities were insufficient prior to, and also as a result of, entering into a new reinsurance treaty (as discussed within the “Reinsurance Accounting” section below) and in light of the current interest rate environment. Upon identification of loss recognition events, the Company reduced its deferred policy acquisition cost asset and established additional liabilities to rectify the insufficiency in the net liability which was identified for certain lines of business. The impact of the correction of these errors on the consolidated financial statements is presented in the “ Summary of Correction of Actuarial Finance Errors ” table within the “ Actuarial Finance” section of this Note below.

 
11

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

  
Traditional Product Revenue Recognition:  The Company did not properly recognize premiums when due under the terms of the contract related to its traditional participating life insurance policies. In conjunction with the correction of this error, the Company also revised the projected income (the “glidepath”) from inception of the closed block in order to properly reflect the revised timing of revenue recognition. The correction of these errors did not have a material impact on annual net income in any given period or the amounts disclosed ‘at inception’ within “Note 5: Demutualization and Closed Block.” The impact of the correction of these errors on the consolidated financial statements is presented in the “ Summary of Correction of Actuarial Finance Errors ” table within the “ Actuarial Finance” section of this Note below.

  
Liability for the Future Cost of a Settlement Agreement:  As a result of the settlement of a class action lawsuit reached prior to demutualization and related to the Company’s participating business, the Company was required to record a liability for the future costs associated with reimbursing certain customers for supplemental premium payments. The calculation of this liability involves estimates of future policy lapses and policyholder mortality that are consistent with the assumptions used to estimate other policyholder liabilities. However, the Company did not properly record this incremental liability within the consolidated financial statements. The impact of the correction of these errors on the consolidated financial statements is presented in the “ Summary of Correction of Actuarial Finance Errors ” table within the “ Actuarial Finance” section of this Note below.
 
 
  
Fixed Indexed Annuities (“FIA”):  During the Company’s analysis of the fixed indexed annuity valuation process, errors associated with the actuarial modeling of certain fixed indexed annuity product features which were modeled beginning in 2011 were identified. These errors related to incomplete or inaccurate data and inappropriate approximations of product features which resulted in the incorrect calculation for the policyholder liabilities including the related embedded derivatives and liabilities associated with certain benefits for the product. The impact of the correction of these errors on the consolidated financial statements is presented in the “Summary of Correction of Actuarial Finance Errors” table within the “Actuarial Finance” section of this Note below.

  
Other Actuarial Errors :  Included within these amounts are all actuarial out-of-period errors as well as other individually immaterial errors which were identified during the restatement process in conjunction with management’s comprehensive balance sheet review and relating to the Company’s actuarial assumptions, approximations and valuation methods/models for its life and annuity business. The impact of the correction of these errors on the consolidated financial statements is presented in the “ Summary of Correction of Actuarial Finance Errors ” table within the “ Actuarial Finance” section of this Note below.

 
12

 
 
Increase (decrease)
 
Summary of Correction of Actuarial Finance Errors – December 31, 2011 Balance Sheet Impacts (1)
 
($ in millions)
 
Actuarial Finance
 
   
Accounting
for UL Type
Products
   
Shadow
Accounting
   
Loss
Recognition
   
Traditional
Revenue
Recognition
   
Future
Cost of a
Settlement
   
FIA
   
Other
Actuarial
   
Total
Actuarial
Finance
Errors (2)
 
 
 
 
ASSETS:
                                               
Available-for-sale debt securities, at fair value
  $     $     $     $     $     $     $     $  
Available-for-sale equity securities, at fair value
                                               
Limited partnerships and other investments
                                               
Policy loans, at unpaid principal balances
                                               
Derivative investments
                                               
Fair value investments
                                               
Total investments
                                               
Cash and cash equivalents
                                               
Accrued investment income
                                               
Receivables
                      16.6                   1.0       17.6  
Deferred policy acquisition costs
    57.3       (11.0 )     (1.8 )     (0.7 )           (3.4 )     1.1       41.5  
Deferred income taxes, net
                                               
Other assets
                (38.6 )                       4.8       (33.8 )
Discontinued operations assets
                                               
Separate account assets
                                               
Total assets
  $ 57.3     $ (11.0 )   $ (40.4 )   $ 15.9     $     $ (3.4 )   $ 6.9     $ 25.3  
                                                                 
LIABILITIES:
                                                               
Policy liabilities and accruals
  $ 179.4     $ 9.2     $ 11.0     $ 12.1     $ 7.7     $     $ 21.3     $ 240.7  
Policyholder deposit funds
                                  0.8       2.1       2.9  
Dividend obligations
                      9.4                   (8.4 )     1.0  
Indebtedness
                                               
Other liabilities
                                        0.2       0.2  
Discontinued operations liabilities
                                               
Separate account liabilities
                                               
Total liabilities
    179.4       9.2       11.0       21.5       7.7       0.8       15.2       244.8  
                                                                 
STOCKHOLDERS’ EQUITY:
                                                               
Common stock
                                               
Additional paid-in capital
                                               
Accumulated other comprehensive loss
          (14.2 )                                   (14.2 )
Accumulated deficit
    (80.7 )           (1.2 )     (0.5 )     (3.8 )     (4.2 )     (24.5 )     (114.9 )
Treasury stock
                                               
Noncontrolling interests
                                               
Total stockholders’ equity –periods presented (3)
    (80.7 )     (14.2 )     (1.2 )     (0.5 )     (3.8 )     (4.2 )     (24.5 )     (129.1 )
Total stockholders’ equity – cumulative impact (4)
    (41.4 )     (6.0 )     (50.2 )     (5.1 )     (3.9 )           16.2       (90.4 )
Total stockholders’ equity –  impact
    (122.1 )     (20.2 )     (51.4 )     (5.6 )     (7.7 )     (4.2 )     (8.3 )     (219.5 )
Total liabilities and stockholders’ equity
  $ 57.3     $ (11.0 )   $ (40.4 )   $ 15.9     $     $ (3.4 )   $ 6.9     $ 25.3  
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Amounts represent the total “ Summary of Correction of Actuarial Finance Errors ” which is further aggregated into the “ Consolidated Summary of Correction of Errors ” in the following pages.
(3)   
Amounts represent restatement changes made to the 2011 and 2010 periods as presented within the 2012 Form 10-K.
(4)   
Amounts represent cumulative impact of restatement changes to periods prior to 2010.

 
13

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

Increase (decrease)
 
Summary of Correction of Actuarial Finance Errors – Three months ended September 30, 2011 Income Statement Impacts (1)
 
($ in millions)
 
Actuarial Finance
 
   
Accounting
for UL Type
Products
   
Shadow
Accounting
   
Loss
Recognition
   
Traditional
Revenue
Recognition
   
Future
Cost of a
Settlement
   
FIA
   
Other
Actuarial
   
Total
Actuarial
Finance
Errors (2)
 
 
 
 
REVENUES
                                               
Premiums
  $     $     $     $ (5.3 )   $     $     $ (0.2 )   $ (5.5 )
Fee income
    (1.1 )                                         (1.1 )
Net investment income
                                               
Net realized investment gains (losses):
                                                               
  Total OTTI losses
                                               
  Portion of OTTI losses recognized in OCI
                                               
    Net OTTI losses recognized in earnings
                                               
  Net realized investment gains (losses), excluding OTTI losses
                                        (2.1 )     (2.1 )
Net realized investment gains (losses)
                                        (2.1 )     (2.1 )
Gain on debt repurchase
                                               
Total revenues
    (1.1 )                 (5.3 )                 (2.3 )     (8.7 )
                                                                 
BENEFITS AND EXPENSES
                                                               
Policy benefits, excluding policyholder dividends
    19.7             0.8       (5.1 )           4.0       6.9       26.3  
Policyholder dividends
                      (0.1 )                 (0.1 )     (0.2 )
Policy acquisition cost amortization
    (15.2 )                             1.5       (0.8 )     (14.5 )
Interest expense on indebtedness
                                               
Other operating expenses
                                               
Total benefits and expenses
    4.5             0.8       (5.2 )           5.5       6.0       11.6  
Income (loss) from continuing operations before income taxes
    (5.6 )           (0.8 )     (0.1 )           (5.5 )     (8.3 )     (20.3 )
Income tax expense (benefit)
                                               
Income (loss) from continuing operations
    (5.6 )           (0.8 )     (0.1 )           (5.5 )     (8.3 )     (20.3 )
Noncontrolling interests
                                               
Income (loss) from discontinued operations, net of income taxes
                                               
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ (5.6 )   $     $ (0.8 )   $ (0.1 )   $     $ (5.5 )   $ (8.3 )   $ (20.3 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Amounts represent the total “ Summary of Correction of Actuarial Finance Errors ” which is further aggregated into the “ Consolidated Summary of Correction of Errors ” in the following pages.

(Continued on next page)

 
14

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Summary of Correction of Actuarial Finance Errors – Three months ended September 30, 2011 Income Statement Impacts (1)
 
Increase (decrease)
 
Actuarial Finance
 
($ in millions)
 
Accounting
for UL Type
Products
   
Shadow
Accounting
   
Loss
Recognition
   
Traditional
Revenue
Recognition
   
Future
Cost of a
Settlement
   
FIA
   
Other
Actuarial
   
Total
Actuarial
Finance
Errors (2)
 
 
 
 
COMPREHENSIVE INCOME (LOSS):
                                               
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ (5.6 )   $     $ (0.8 )   $ (0.1 )   $     $ (5.5 )   $ (8.3 )   $ (20.3 )
  Other comprehensive income (loss) before income taxes:
                                                               
  Net unrealized investment gains before income taxes
          (37.1 )                                   (37.1 )
  Non-credit portion of OTTI losses recognized in
    OCI before income taxes
                                               
  Net pension liability adjustment before income taxes
                                               
  Net unrealized other gains (losses) before income taxes
                                               
  Net unrealized derivative instruments gains (losses) before income taxes
                                               
    Other comprehensive income (loss) before income taxes
          (37.1 )                                   (37.1 )
  Less: Income tax expense (benefit) related to:
                                                               
    Net unrealized investment gains (losses)
                                               
    Non-credit portion of OTTI losses recognized in OCI
                                               
    Net pension liability adjustment
                                               
    Net unrealized other gains (losses)
                                               
    Net unrealized derivative instruments gains (losses)
                                               
      Total income tax expense (benefit)
                                               
      Other comprehensive income (loss), net of income taxes
          (37.1 )                                   (37.1 )
Comprehensive income (loss) attributable to The Phoenix Companies, Inc.
    (5.6 )     (37.1 )     (0.8 )     (0.1 )           (5.5 )     (8.3 )     (57.4 )
  Add: Comprehensive income attributable to noncontrolling interests
                                               
Comprehensive income (loss)
  $ (5.6 )   $ (37.1 )   $ (0.8 )   $ (0.1 )   $     $ (5.5 )   $ (8.3 )   $ (57.4 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Amounts represent the total “ Summary of Correction of Actuarial Finance Errors ” which is further aggregated into the “ Consolidated Summary of Correction of Errors ” in the following pages.

 
15

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

Increase (decrease)
 
Summary of Correction of Actuarial Finance Errors – Nine months ended September 30, 2011 Income Statement Impacts (1)
 
($ in millions)
 
Actuarial Finance
 
   
Accounting
for UL Type
Products
   
Shadow
Accounting
   
Loss
Recognition
   
Traditional
Revenue
Recognition
   
Future
Cost of a
Settlement
   
FIA
   
Other
Actuarial
   
Total
Actuarial
Finance
Errors (2)
 
 
 
 
REVENUES
                                               
Premiums
  $     $     $     $ (14.6 )   $     $     $ 0.5     $ (14.1 )
Fee income
    (0.7 )                                   0.6       (0.1 )
Net investment income
                                               
Net realized investment gains (losses):
                                                               
  Total OTTI losses
                                               
  Portion of OTTI losses recognized in OCI
                                               
    Net OTTI losses recognized in earnings
                                               
  Net realized investment gains (losses), excluding OTTI losses
                                        0.8       0.8  
Net realized investment gains (losses)
                                        0.8       0.8  
Gain on debt repurchase
                                               
Total revenues
    (0.7 )                 (14.6 )                 1.9       (13.4 )
                                                                 
BENEFITS AND EXPENSES
                                                               
Policy benefits, excluding policyholder dividends
    41.5             2.3       (13.6 )           4.0       15.3       49.5  
Policyholder dividends
                      (0.7 )                 (1.6 )     (2.3 )
Policy acquisition cost amortization
    (12.6 )                             2.1       (4.7 )     (15.2 )
Interest expense on indebtedness
                                               
Other operating expenses
                            (0.1 )           6.8       6.7  
Total benefits and expenses
    28.9             2.3       (14.3 )     (0.1 )     6.1       15.8       38.7  
Income (loss) from continuing operations before income taxes
    (29.6 )           (2.3 )     (0.3 )     0.1       (6.1 )     (13.9 )     (52.1 )
Income tax expense (benefit)
                                               
Income (loss) from continuing operations
    (29.6 )           (2.3 )     (0.3 )     0.1       (6.1 )     (13.9 )     (52.1 )
Noncontrolling interests
                                               
Income (loss) from discontinued operations, net of income taxes
                                               
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ (29.6 )   $     $ (2.3 )   $ (0.3 )   $ 0.1     $ (6.1 )   $ (13.9 )   $ (52.1 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Amounts represent the total “ Summary of Correction of Actuarial Finance Errors ” which is further aggregated into the “ Consolidated Summary of Correction of Errors ” in the following pages.

(Continued on next page)
 
 
16

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Summary of Correction of Actuarial Finance Errors – Nine months ended September 30, 2011 Income Statement Impacts (1)
 
Increase (decrease)
 
Actuarial Finance
 
($ in millions)
 
Accounting
for UL Type
Products
   
Shadow
Accounting
   
Loss
Recognition
   
Traditional
Revenue
Recognition
   
Future
Cost of a
Settlement
   
FIA
   
Other
Actuarial
   
Total
Actuarial
Finance
Errors (2)
 
 
 
 
COMPREHENSIVE INCOME (LOSS):
                                               
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ (29.6 )   $     $ (2.3 )   $ (0.3 )   $ 0.1     $ (6.1 )   $ (13.9 )   $ (52.1 )
Other comprehensive income (loss) before income taxes:
                                                               
Net unrealized investment gains before income taxes
          (29.0 )                                   (29.0 )
Non-credit portion of OTTI losses recognized in OCI before income taxes
                                               
Net pension liability adjustment before income taxes
                                               
Net unrealized other gains (losses) before income taxes
                                               
Net unrealized derivative instruments gains (losses) before income taxes
                                               
Other comprehensive income (loss) before income taxes
          (29.0 )                                   (29.0 )
Less: Income tax expense (benefit) related to:
                                                               
Net unrealized investment gains (losses)
                                               
Non-credit portion of OTTI losses recognized in OCI
                                               
Net pension liability adjustment
                                               
Net unrealized other gains (losses)
                                               
Net unrealized derivative instruments gains (losses)
                                               
Total income tax expense (benefit)
                                               
Other comprehensive income (loss), net of income taxes
          (29.0 )                                   (29.0 )
Comprehensive income (loss) attributable to The Phoenix Companies, Inc.
    (29.6 )     (29.0 )     (2.3 )     (0.3 )     0.1       (6.1 )     (13.9 )     (81.1 )
Add: Comprehensive income attributable to noncontrolling interests
                                               
Comprehensive income (loss)
  $ (29.6 )   $ (29.0 )   $ (2.3 )   $ (0.3 )   $ 0.1     $ (6.1 )   $ (13.9 )   $ (81.1 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Amounts represent the total “ Summary of Correction of Actuarial Finance Errors ” which is further aggregated into the “ Consolidated Summary of Correction of Errors ” in the following pages.

 
17

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

Investments

The Company determined that there were errors related to investment valuation and the accounting treatment for these investments which are specifically identified errors in the following sub-categories as detailed below:

  
Limited Partnerships and Other Investments (“OIA”) – The Company did not have an adequate process to properly determine the appropriate accounting method for OIA at acquisition or for determining the appropriate accounting for investee transactions resulting in errors associated with the application of equity or fair value methods of accounting, and conclusions reached regarding consolidation. Additionally, the Company did not perform the proper evaluation necessary for determining impairments of certain OIA assets which led to additional adjustments. The impact of the correction of these errors on the consolidated financial statements is presented in the “ Summary of Correction of Investments Errors ” table within the “ Investments” section of this Note below.

  
Available-for-Sale Securities – The Company did not have an adequate process over: (1) the valuation and recording of private placement debt, private equity securities, and certain publicly traded securities; and (2) utilizing an appropriate model for identifying impairments related to these securities. The errors identified were related to: (i) inaccurate inputs used in the valuation models; (ii) and inappropriate valuation methodologies used to value certain instruments; and (iii) ineffective review of internally developed (matrix or manual) prices. The Company also failed to maintain an adequate process over the leveling and disclosure of fair value measurements. In the course of correcting these valuation errors, the Company also reassessed the presentation of the fair value hierarchy as disclosed within “Note 13: Fair Value of Financial Instruments.” This resulted in the determination in the leveling classification of $5,939.1 million of securities to Level 3 in the fair value hierarchy. The classification in Level 3 had no impact on the fair value of these securities.

In addition to these valuation errors, the Company did not receive the proceeds from a zero coupon private placement bond which had been called in 2011 and subsequently determined that the original notice for the bond had not been received or recorded.

The impact of the correction of these errors on the consolidated financial statements is presented in the “ Summary of Correction of Investments Errors ” table within the “ Investments” section of this Note below.

  
Derivative Valuation – The Company did not appropriately apply U.S. GAAP accounting standards regarding the valuation of certain derivative instruments. Specifically, the Company did not properly recognize and measure counterparty non-performance risk on non-collateralized derivative assets. The impact of the correction of these errors on the consolidated financial statements is presented in the “ Summary of Correction of Investments Errors ” table within the “ Investments” section of this Note below.

  
Structured Securities – The Company did not appropriately maintain a process over the assessment of accounting methodologies used to determine the appropriate interest income models. This resulted in improper income recognition and impairments for certain structured securities. In addition, the Company did not properly assess securitized financial assets for potential embedded derivatives which, when properly assessed, resulted in the reclassification of assets to fair value investments. The reclassification of these assets results in the recognition of the change in fair value of these assets in net investment income. The impact of the correction of these errors on the consolidated statements of comprehensive income is presented in the “ Summary of Correction of Investments Errors ” table within the “ Investments” section of this Note below.

 
18

 

2.      Restatement and Amendment of Previously Reported Financial Information (continued)

Increase (decrease)
 
Summary of Correction of Investments Errors – December 31, 2011 Balance Sheet Impacts (1)
 
($ in millions)
 
Investments
 
   
OIA
   
Available-for-Sale
Securities
   
Derivative
Valuation
   
Structured
Securities
   
Total
Investments
Errors (2)
 
 
   
Valuation
   
Bond Call
 
ASSETS:
                                   
Available-for-sale debt securities, at fair value
  $     $ (10.0 )   $ (25.3 )   $     $ (55.7 )   $ (91.0 )
Available-for-sale equity securities, at fair value
                                   
Limited partnerships and other investments
    (35.9 )                             (35.9 )
Policy loans, at unpaid principal balances
                                   
Derivative investments
                      (12.6 )           (12.6 )
Fair value investments
    44.0       (2.2 )                 55.7       97.5  
Total investments
    8.1       (12.2 )     (25.3 )     (12.6 )           (42.0 )
Cash and cash equivalents
    2.0                               2.0  
Accrued investment income
                                   
Receivables
                                   
Deferred policy acquisition costs
                      (13.1 )           (13.1 )
Deferred income taxes, net
                                   
Other assets
    (4.4 )           23.2       (6.7 )           12.1  
Discontinued operations assets
                                   
Separate account assets
                                   
Total assets
  $ 5.7     $ (12.2 )   $ (2.1 )   $ (32.4 )   $     $ (41.0 )
                                                 
LIABILITIES:
                                               
Policy liabilities and accruals
  $     $     $     $     $     $  
Policyholder deposit funds
                                   
Dividend obligations
    4.1       (9.6 )     (2.1 )                 (7.6 )
Indebtedness
                                   
Other liabilities
    5.4       7.1                         12.5  
Discontinued operations liabilities
                                   
Separate account liabilities
                                   
Total liabilities
    9.5       (2.5 )     (2.1 )                 4.9  
                                                 
STOCKHOLDERS’ EQUITY:
                                               
Common stock
                                   
Additional paid-in capital
                                   
Accumulated other comprehensive loss
    (15.7 )     24.3                   3.0       11.6  
Accumulated deficit
    0.9       4.9             (16.6 )     (3.0 )     (13.8 )
Treasury stock
                                   
Noncontrolling interests
    (1.0 )                             (1.0 )
Total stockholders’ equity –periods presented (3)
    (15.8 )     29.2             (16.6 )           (3.2 )
Total stockholders’ equity – cumulative impact (4)
    12.0       (38.9 )           (15.8 )           (42.7 )
Total stockholders’ equity – impact
    (3.8 )     (9.7 )           (32.4 )           (45.9 )
Total liabilities and stockholders’ equity
  $ 5.7     $ (12.2 )   $ (2.1 )   $ (32.4 )   $     $ (41.0 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Amounts represent the total “ Summary of Correction of Investments Errors ” which is further aggregated into the “ Consolidated Summary of Correction of Errors ” in the following pages.
(3)   
Amounts represent restatement changes made to the 2011 and 2010 periods as presented within the 2012 Form 10-K.
(4)   
Amounts represent cumulative impact of restatement changes made to periods prior to 2010.

 
19

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

Increase (decrease)
 
Summary of Correction of Investments Errors – Three months ended September 30, 2011 Income Statement Impacts (1)
 
($ in millions)
 
Investments
 
   
OIA
   
Available-for-Sale
Securities
   
Derivative
Valuation
   
Structured
Securities
   
Total
Investments
Errors (2)
 
 
   
Valuation
   
Bond Call
 
REVENUES
                                   
Premiums
  $     $     $     $     $     $  
Fee income
                                               
Net investment income
    6.2       0.1                   (1.1 )     5.2  
Net realized investment gains (losses):
                                   
  Total OTTI losses
                                   
  Portion of OTTI losses recognized in OCI
                                   
    Net OTTI losses recognized in earnings
                                   
  Net realized investment gains (losses), excluding OTTI losses
    (2.1 )     (0.4 )           (10.7 )     (0.8 )     (14.0 )
Net realized investment gains (losses)
    (2.1 )     (0.4 )           (10.7 )     (0.8 )     (14.0 )
Gain on debt repurchase
                                   
Total revenues
    4.1       (0.3 )           (10.7 )     (1.9 )     (8.8 )
                                     
BENEFITS AND EXPENSES
                                   
Policy benefits, excluding policyholder dividends
                                   
Policyholder dividends
    2.1       0.2                   0.1       2.4  
Policy acquisition cost amortization
                      (0.4 )           (0.4 )
Interest expense on indebtedness
                                   
Other operating expenses
    0.3                               0.3  
Total benefits and expenses
    2.4       0.2             (0.4 )     0.1       2.3  
Income (loss) from continuing operations before income taxes
    1.7       (0.5 )           (10.3 )     (2.0 )     (11.1 )
Income tax expense (benefit)
                                               
Income (loss) from continuing operations
    1.7       (0.5 )           (10.3 )     (2.0 )     (11.1 )
Noncontrolling interests
    (0.3 )                             (0.3 )
Income (loss) from discontinued operations, net of income taxes
                                   
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ 2.0     $ (0.5 )   $     $ (10.3 )   $ (2.0 )   $ (10.8 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Amounts represent the total “ Summary of Correction of Investments Errors ” which is further aggregated into the “ Consolidated Summary of Correction of Errors ” in the following pages.

(Continued on next page)

 
20

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Summary of Correction of Investments Errors – Three months ended September 30, 2011 Income Statement Impacts (1)
 
Increase (decrease)
 
Investments
 
($ in millions)  
OIA
   
Available-for-Sale
Securities
   
Derivative
Valuation
   
Structured
Securities
   
Total
Investments
Errors (2)
 
 
   
Valuation
   
Bond Call
 
COMPREHENSIVE INCOME (LOSS):
                                   
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ 2.0     $ (0.5 )   $     $ (10.3 )   $ (2.0 )   $ (10.8 )
Other comprehensive income (loss) before income taxes:
                                               
Net unrealized investment gains before income taxes
    (4.8 )     (3.6 )                 1.9       (6.5 )
Non-credit portion of OTTI losses recognized in OCI before income taxes
                                   
Net pension liability adjustment before income taxes
                                   
Net unrealized other gains (losses) before income taxes
                                   
Net unrealized derivative instruments gains (losses) before income taxes
                                   
Other comprehensive income (loss) before income taxes
    (4.8 )     (3.6 )                 1.9       (6.5 )
Less: Income tax expense (benefit) related to:
                                               
Net unrealized investment gains (losses)
                                   
Non-credit portion of OTTI losses recognized in OCI
                                   
Net pension liability adjustment
                                   
Net unrealized other gains (losses)
                                   
Net unrealized derivative instruments gains (losses)
                                   
Total income tax expense (benefit)
                                   
Other comprehensive income (loss), net of income taxes
    (4.8 )     (3.6 )                 1.9       (6.5 )
Comprehensive income (loss) attributable to The Phoenix Companies, Inc.
    (2.8 )     (4.1 )           (10.3 )     (0.1 )     (17.3 )
Add: Comprehensive income attributable to noncontrolling interests
                                   
Comprehensive income (loss)
  $ (2.8 )   $ (4.1 )   $     $ (10.3 )   $ (0.1 )   $ (17.3 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Amounts represent the total “ Summary of Correction of Investments Errors ” which is further aggregated into the “ Consolidated Summary of Correction of Errors ” in the following pages.

 
21

 

2.      Restatement and Amendment of Previously Reported Financial Information (continued)

Increase (decrease)
 
Summary of Correction of Investments Errors – Nine months ended September 30, 2011 Income Statement Impacts (1)
 
($ in millions)
 
Investments
 
   
OIA
   
Available-for-Sale
Securities
   
Derivative
Valuation
   
Structured
Securities
   
Total
Investments
Errors (2)
 
 
   
Valuation
   
Bond Call
 
REVENUES
                                   
Premiums
  $     $     $     $     $     $  
Fee income
                                               
Net investment income
    16.4       1.8                   (1.4 )     16.8  
Net realized investment gains (losses):
                                   
  Total OTTI losses
                                   
  Portion of OTTI losses recognized in OCI
                                   
    Net OTTI losses recognized in earnings
                                   
  Net realized investment gains (losses), excluding OTTI losses
          (0.1 )           (12.3 )     (1.3 )     (13.7 )
Net realized investment gains (losses)
          (0.1 )           (12.3 )     (1.3 )     (13.7 )
Gain on debt repurchase
                                   
Total revenues
    16.4       1.7             (12.3 )     (2.7 )     3.1  
                                     
BENEFITS AND EXPENSES
                                   
Policy benefits, excluding policyholder dividends
                                   
Policyholder dividends
    13.0       (1.1 )                 1.0       12.9  
Policy acquisition cost amortization
                      (0.4 )           (0.4 )
Interest expense on indebtedness
                                   
Other operating expenses
    0.9                               0.9  
Total benefits and expenses
    13.9       (1.1 )           (0.4 )     1.0       13.4  
Income (loss) from continuing operations before income taxes
    2.5       2.8             (11.9 )     (3.7 )     (10.3 )
Income tax expense (benefit)
                                               
Income (loss) from continuing operations
    2.5       2.8             (11.9 )     (3.7 )     (10.3 )
Noncontrolling interests
    (0.4 )                             (0.4 )
Income (loss) from discontinued operations, net of income taxes
                                   
Net income (loss) attributable to                                                
The Phoenix Companies, Inc.
  $ 2.9     $ 2.8     $     $ (11.9 )   $ (3.7 )   $ (9.9 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Amounts represent the total “ Summary of Correction of Investments Errors ” which is further aggregated into the “ Consolidated Summary of Correction of Errors ” in the following pages.

(Continued on next page)

 
22

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Summary of Correction of Errors – Nine months ended September 30, 2011 Income Statement Impacts (1)
 
Increase (decrease)
 
Investments
 
($ in millions)  
OIA
   
Available-for-Sale
Securities
   
Derivative
Valuation
   
Structured
Securities
   
Total
Investments
Errors (2)
 
 
   
Valuation
   
Bond Call
 
COMPREHENSIVE INCOME (LOSS):
                                   
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ 2.9     $ 2.8     $     $ (11.9 )   $ (3.7 )   $ (9.9 )
Other comprehensive income (loss) before income taxes:
                                               
Net unrealized investment gains before income taxes
    (3.8 )     4.6                   3.6       4.4  
Non-credit portion of OTTI losses recognized in OCI before income taxes
                                   
Net pension liability adjustment before income taxes
                                   
Net unrealized other gains (losses) before income taxes
                                   
Net unrealized derivative instruments gains (losses) before income taxes
                                   
Other comprehensive income (loss) before income taxes
    (3.8 )     4.6                   3.6       4.4  
Less: Income tax expense (benefit) related to:
                                               
Net unrealized investment gains (losses)
                                   
Non-credit portion of OTTI losses recognized in OCI
                                   
Net pension liability adjustment
                                   
Net unrealized other gains (losses)
                                   
Net unrealized derivative instruments gains (losses)
                                   
Total income tax expense (benefit)
                                   
Other comprehensive income (loss), net of income taxes
    (3.8 )     4.6                   3.6       4.4  
Comprehensive income (loss) attributable to The Phoenix Companies, Inc.
    (0.9 )     7.4             (11.9 )     (0.1 )     (5.5 )
Add: Comprehensive income attributable to noncontrolling interests
                                   
Comprehensive income (loss)
  $ (0.9 )   $ 7.4     $     $ (11.9 )   $ (0.1 )   $ (5.5 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Amounts represent the total “ Summary of Correction of Investments Errors ” which are further aggregated into the “ Consolidated Summary of Correction of Errors ” in the following pages.

 
23

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

Reinsurance Accounting

In 2008 and in 2009, the Company entered into complex reinsurance agreements with one of its reinsurers which resulted in net costs incurred to the Company. Rather than appropriately deferring and amortizing these costs over the life of the underlying business, the Company had previously recognized these costs immediately in net income. The impact of the correction of these errors on the consolidated financial statements is presented in the “Consolidated Summary of Correction of Errors ” table within this Note below.

The Company also determined that loss recognition was appropriate for a portion of the underlying block of business both, prior to and subsequent to, entering into the reinsurance agreement. The impact of the loss recognition prior to the reinsurance then indirectly impacted the amount of costs deferred at day one. The impact of the loss recognition error on those costs deferred resulted in a reduction of approximately $39.6 million and is reflected within the “Summary of Correction of Actuarial Finance Errors ” table above. The impact of the reinsurance component of this error on the consolidated financial statements is presented in the “Consolidated Summary of Correction of Errors ” table within this Note below.

In addition, certain errors were identified related to the Company’s net presentation of direct and ceded reinsurance liabilities on the consolidated balance sheets. As a result, ceded policy liabilities were reclassified from policy liabilities and accruals to receivables within the consolidated balance sheets to correct the error and reflect the proper gross presentation required under U.S. GAAP. See “Changes in Classifications” section below for additional information.

Pensions

Pension adjustments summarized below primarily relate to the valuation of our defined benefit plans and post retirement liabilities as a result of census data errors and incorrect application of the Company’s benefit plan features in the calculation of the liabilities. The impact of the correction of these errors on the consolidated financial statements is presented in the “Consolidated Summary of Correction of Errors ” table within this Note below.

Limited Partnerships and Other Investments Taxable Income Reporting

An error related to the completeness and accuracy of taxable income related to our OIA portfolio was identified resulting in the inappropriate exclusion of taxable income reported from partnerships. The impact of the correction of these errors on the consolidated financial statements is presented in the “Consolidated Summary of Correction of Errors ” table within this Note below.

Cash Flows and Changes in Classifications

  
Consolidated Statement of Cash Flows – The Company identified errors within its previously issued consolidated statement of cash flows which primarily consisted of: (i) the incorrect classification of deposits and withdrawals of universal life products as cash flows used for operating activities; (ii) the incorrect classification of capitalized interest on policy loans as an investing activity; (iii) certain other classification errors within cash flows from investing activities primarily related to investment purchases and sales; and (iv) the net impact of all other errors previously and separately described within this Note. The impact of the correction of these errors to each individual financial statement line item within the consolidated statement of cash flows is summarized below and included in detail within the restated and amended consolidated statement of cash flows within this Note.

Increase (decrease)
 
For the
 
($ in millions)
 
period ended
 
   
Sept 30, 2011
 
Consolidated Statement of Cash Flows
     
Cash provided by (used for) operating activities
  $ (227.1 )
Cash provided by (used for) investing activities
    90.2  
Cash provided by (used for) financing activities
    143.4  
 
 
24

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

In addition to these errors noted above, the Company made certain changes in presentation to enhance disclosure of certain cash activity within the consolidated statement of cash flows. Most significantly: (i) interest credited to policyholder accounts has been separately disclosed within cash flows used for operating activities; and (ii) deposits into and withdrawals from separate accounts have been presented gross, rather than net, within cash flows provided by financing activities which are also reflected in the correction of errors above and within the restated and amended consolidated statement of cash flows within this Note. These changes in presentation did not have any impact on total cash flows provided by (used for) continuing operations, investing activities or financing activities.

  
Changes in Classifications – The Company made certain corrections to: (i) present outstanding checks and cash held as collateral by a third party related to our derivative transactions in order to appropriately reflect the legal right of offset and to properly reclassify certain suspense accounts; (ii) reflect direct and ceded reinsurance liabilities gross in the consolidated balance sheets as described above in “ Reinsurance Accounting ” section; and (iii) reclassify sales inducements assets from deferred policy acquisition costs to other assets as well as separately present dividend obligations as its own financial statement line within the consolidated balance sheets. These corrections had no impact to net income or total stockholders’ equity. The impact of the changes in classification are reflected in the correction of errors column in the “Consolidated Summary of Correction of Errors ” table within this Note.

Revision for the Retrospective Adoption of Amended Accounting Guidance

In October 2010, the Financial Accounting Standards Board (the “FASB”) issued amended guidance to ASC 944, Financial Services – Insurance , to address the diversity in practice for accounting for costs associated with acquiring or renewing insurance contracts. The amendment clarifies the definition of acquisition costs (i.e., costs which qualify for deferral) to include only incremental direct costs that result directly from, and are essential to, a contract and would not have been incurred by the insurance entity had the contract transaction not occurred. Therefore, only costs related to successful efforts of acquiring a new, or renewal, contract should be deferred. This guidance was retrospectively adopted on January 1, 2012 and such retrospective adoption results in amendments to previously reported balances as shown in the table below as if the guidance was applied at the inception of all policies in force. The cumulative effect of retrospective adoption reduced deferred policy acquisition costs and beginning stockholders’ equity by $166.5 million as of January 1, 2012. In any period, the adoption resulted in a decrease in amortization of policy acquisition costs due to the reduced deferred policy acquisition cost asset. Adjustments for the retrospective adoption reflect the impact of the adoption after consideration of correcting the errors associated with the restatement as noted more fully in the tables reflecting the impact of the retrospective adoption on consolidated financial statements presented within this Note below.
 
 
25

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)
 
Increase (decrease)
 
Consolidated Summary of Correction of Errors – December 31, 2011 Balance Sheet Impacts (1)
 
($ in millions)
                               
Changes in Classification
             
ASSETS:
   
Total
Actuarial
Finance (2)
     
Total
Investments (3)
   
Reinsurance
Accounting
   
Pensions
     
OIA
Taxable
Income
   
Cash and
Suspense
   
Reinsurance
   
Reclassify &
Separately
Present
   
Other
Restatement
Adjustments
   
Total
Correction
of Errors (4)
 
Available-for-sale debt securities, at fair value
  $     $ (91.0 )   $     $     $     $     $     $     $ (2.0 )   $ (93.0 )
Available-for-sale equity securities, at fair value
                                                           
Limited partnerships and other investments
          (35.9 )                                         (0.1 )     (36.0 )
Policy loans, at unpaid principal balances
                                                           
Derivative investments
          (12.6 )                                               (12.6 )
Fair value investments
          97.5                                           (0.1 )     97.4  
Total investments
          (42.0 )                                         (2.2 )     (44.2 )
Cash and cash equivalents
          2.0                         (28.4 )                 0.3       (26.1 )
Accrued investment income
                                                           
Receivables
    17.6                               16.4       196.6             2.9       233.5  
Deferred policy acquisition costs
    41.5       (13.1 )                                   (42.2 )     0.1       (13.7 )
Deferred income taxes, net
                                                    2.4       2.4  
Other assets
    (33.8 )     12.1       39.6                   8.8             42.2       (2.4 )     66.5  
Discontinued operations assets
                                        14.1             2.0       16.1  
Separate account assets
                      (0.7 )                                   (0.7 )
Total assets
  $ 25.3     $ (41.0 )   $ 39.6     $ (0.7 )   $     $ (3.2 )   $ 210.7     $     $ 3.1     $ 233.8  
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Represents “ Summary of Correction of Actuarial Finance Errors ” from the previous pages of this Note.
(3)   
Represents “ Summary of Correction of Investments Errors ” from the previous pages of this Note.
(4)   
Amounts represent total correction of errors which is also presented in the “Consolidated Statement of Comprehensive Income” reflected in the tables on the following pages.

(Continued on next page)

 
26

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)
 
( Continued from previous page)
Increase (decrease)
 
 
 
($ in millions)
                               
Changes in Classification
             
   
Total
Actuarial
Finance (2)
   
Total
Investments (3)
   
Reinsurance
Accounting
   
Pensions
     
OIA
Taxable
Income
   
Cash and
Suspense
   
Reinsurance
   
Reclassify &
Separately
Present
   
Other
Restatement
Adjustments
   
Total
Correction
of Errors (4)
 
LIABILITIES:
                                                           
Policy liabilities and accruals
  $ 240.7     $     $     $     $     $     $ 196.6     $ (759.8 )   $ 5.3     $ (317.2 )
Policyholder deposit funds
    2.9                                                 (0.1 )     2.8  
Dividend obligation
    1.0       (7.6 )                                   759.8       (0.7 )     752.5  
Indebtedness
                                                           
Other liabilities
    0.2       12.5             22.9       6.9       (3.2 )                 5.0       44.3  
Discontinued operations liabilities
                                        14.1             2.0       16.1  
Separate account liabilities
                      (0.7 )                                   (0.7 )
Total liabilities
    244.8       4.9             22.2       6.9       (3.2 )     210.7             11.5       497.8  
                                                                                 
                                                                                 
STOCKHOLDERS’ EQUITY:
                                                                               
Common stock
                                                           
Additional paid-in capital
                                                           
Accumulated other comprehensive loss
    (14.2 )     11.6             (13.4 )                             (49.7 )     (65.7 )
Accumulated deficit
    (114.9 )     (13.8 )     3.0       5.3       (3.3 )                       11.1       (112.6 )
Treasury stock
                                                           
Noncontrolling interests
          (1.0 )                                               (1.0 )
Total stockholders’ equity –   periods presented (5)
    (129.1 )     (3.2 )     3.0       (8.1 )     (3.3 )                       (38.6 )     (179.3 )
Total stockholders’ equity –   cumulative impact (6)
    (90.4 )     (42.7 )     36.6       (14.8 )     (3.6 )                       30.2       (84.7 )
Total stockholders’ equity –impact
    (219.5 )     (45.9 )     39.6       (22.9 )     (6.9 )                       (8.4 )     (264.0 )
Total liabilities and   stockholders’ equity
  $ 25.3     $ (41.0 )   $ 39.6     $ (0.7 )   $     $ (3.2 )   $ 210.7     $     $ 3.1     $ 233.8  
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Represents “ Summary of Correction of Actuarial Finance Errors ” from the previous pages of this Note.
(3)   
Represents “ Summary of Correction of Investments Errors from the previous pages of this Note.
(4)   
Amounts represent total correction of errors which is also presented in the “Consolidated Statement of Comprehensive Income” reflected in the tables on the following pages.
(5)   
Amounts represent restatement changes made to the 2011 and 2010 periods as presented within the 2012 Form 10-K.
(6)   
Amounts represent cumulative impact of restatement changes made to periods prior to 2010.

 
27

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

Increase (decrease)
 
Summary of Correction of Errors – Three months ended September 30, 2011 Income Statement Impacts (1)
 
($ in millions)
 
Consolidated
 
   
Total
Actuarial
Finance (2)
   
Total
Investments (3)
   
Reinsurance
Accounting
   
Pensions
   
OIA
Taxable
Income
   
Other
Restatement
Adjustments
   
Total
Correction
of Errors (4)
 
REVENUES
                                         
Premiums
  $ (5.5 )   $     $     $     $     $     $ (5.5 )
Fee income
    (1.1 )                                   (1.1 )
Net investment income
          5.2                         (2.7 )     2.5  
Net realized investment gains (losses):
                                                       
Total OTTI losses
                                  0.1       0.1  
Portion of OTTI losses recognized in OCI
                                  (1.4 )     (1.4 )
Net OTTI losses recognized in earnings
                                  (1.3 )     (1.3 )
Net realized investment gains (losses), excluding OTTI losses
    (2.1 )     (14.0 )                       1.2       (14.9 )
Net realized investment gains (losses)
    (2.1 )     (14.0 )                       (0.1 )     (16.2 )
Gain on debt repurchase
                                         
Total revenues
    (8.7 )     (8.8 )                       (2.8 )     (20.3 )
                                                         
BENEFITS AND EXPENSES
                                                       
Policy benefits, excluding policyholder dividends
    26.3             (1.0 )                 (0.2 )     25.1  
Policyholder dividends
    (0.2 )     2.4                         (0.2 )     2.0  
Policy acquisition cost amortization
    (14.5 )     (0.4 )                             (14.9 )
Interest expense on indebtedness
                                         
Other operating expenses
          0.3             2.3             (2.8 )     (0.2 )
Total benefits and expenses
    11.6       2.3       (1.0 )     2.3             (3.2 )     12.0  
Income (loss) from continuing operations before income taxes
    (20.3 )     (11.1 )     1.0       (2.3 )           0.4       (32.3 )
Income tax expense (benefit)
                                  (1.2 )     (1.2 )
Income (loss) from continuing operations
    (20.3 )     (11.1 )     1.0       (2.3 )           1.6       (31.1 )
Noncontrolling interests
          (0.3 )                             (0.3 )
Income (loss) from discontinued operations, net of income taxes
                                  0.8       0.8  
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ (20.3 )   $ (10.8 )   $ 1.0     $ (2.3 )   $     $ 2.4     $ (30.0 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Represents “ Summary of Correction of Actuarial Finance Errors ” from the previous pages of this Note.
(3)   
Represents “ Summary of Correction of Investments Errors from the previous pages of this Note.
(4)   
Amounts represent total correction of errors which is also presented in the “Consolidated Statement of Comprehensive Income” reflected in the tables on the following pages.

(Continued on next page)
 
 
28

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Summary of Correction of Errors – Three months ended September 30, 2011 Income Statement Impacts (1)
 
Increase (decrease)
 
Consolidated
 
($ in millions)
 
Total
Actuarial
Finance (2)
   
Total
Investments (3)
   
Reinsurance
Accounting
   
Pensions
   
OIA
Taxable
Income
   
Other
Restatement
Adjustments
   
Total
Correction
of Errors (4)
 
 
 
COMPREHENSIVE INCOME (LOSS):
                                         
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ (20.3 )   $ (10.8 )   $ 1.0     $ (2.3 )   $     $ 2.4     $ (30.0 )
Other comprehensive income (loss) before income taxes:
                                         
Net unrealized investment gains before income taxes (5)
    (37.1 )     (6.5 )                       61.3       17.7  
Non-credit portion of OTTI losses recognized in OCI before income taxes (5)
                                  (43.6 )     (43.6 )
Net pension liability adjustment before income taxes
                      7.2             (16.4 )     (9.2 )
Net unrealized other gains (losses) before income taxes
                                         
Net unrealized derivative instruments gains (losses) before income taxes (5)
                                  (1.1 )     (1.1 )
Other comprehensive income (loss) before income taxes
    (37.1 )     (6.5 )           7.2             0.2       (36.2 )
Less: Income tax expense (benefit) related to:
                                         
Net unrealized investment gains (losses) (5)
                                  20.8       20.8  
Non-credit portion of OTTI losses recognized in OCI (5)
                                  (15.3 )     (15.3 )
Net pension liability adjustment
                                         
Net unrealized other gains (losses)
                                         
Net unrealized derivative instruments gains (losses)
                                         
Total income tax expense (benefit)
                                  5.5       5.5  
Other comprehensive income (loss), net of income taxes
    (37.1 )     (6.5 )           7.2             (5.3 )     (41.7 )
Comprehensive income (loss) attributable to The Phoenix Companies, Inc.
    (57.4 )     (17.3 )     1.0       4.9             (2.9 )     (71.7 )
Add: Comprehensive income attributable to noncontrolling interests
                                  (0.3 )     (0.3 )
Comprehensive income (loss)
  $ (57.4 )   $ (17.3 )   $ 1.0     $ 4.9     $     $ (3.2 )   $ (72.0 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Represents “ Summary of Correction of Actuarial Finance Errors ” from the previous pages of this Note.
(3)   
Represents “ Summary of Correction of Investments Errors from the previous pages of this Note.
(4)   
Amounts represent total correction of errors which is also presented in the “Consolidated Statement of Comprehensive Income” reflected in the tables on the following pages.
(5)   
In addition to adjustments described within this footnote the correction of errors column contains reclassifications related to changes in presentation of components of other comprehensive income.

 
29

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

Increase (decrease)
 
Summary of Correction of Errors – Nine months ended September 30, 2011 Income Statement Impacts (1)
 
($ in millions)
 
Consolidated
 
   
Total
Actuarial
Finance (2)
   
Total
Investments (3)
   
Reinsurance
Accounting
   
Pensions
   
OIA
Taxable
Income
   
Other
Restatement
Adjustments
   
Total
Correction
of Errors (4)
 
REVENUES
                                         
Premiums
  $ (14.1 )   $     $     $     $     $     $ (14.1 )
Fee income
    (0.1 )                             (0.1 )     (0.2 )
Net investment income
          16.8                         (1.3 )     15.5  
Net realized investment gains (losses):
                                                       
  Total OTTI losses
                                  0.4       0.4  
  Portion of OTTI losses recognized in OCI
                                  (1.8 )     (1.8 )
    Net OTTI losses recognized in earnings
                                  (1.4 )     (1.4 )
  Net realized investment gains (losses), excluding OTTI losses
    0.8       (13.7 )                       3.3       (9.6 )
Net realized investment gains (losses)
    0.8       (13.7 )                       1.9       (11.0 )
Gain on debt repurchase
                                         
Total revenues
    (13.4 )     3.1                         0.5       (9.8 )
                                                         
BENEFITS AND EXPENSES
                                                       
Policy benefits, excluding policyholder dividends
    49.5             (4.2 )                 0.1       45.4  
Policyholder dividends
    (2.3 )     12.9                         (0.4 )     10.2  
Policy acquisition cost amortization
    (15.2 )     (0.4 )                             (15.6 )
Interest expense on indebtedness
                                         
Other operating expenses
    6.7       0.9             3.9             (0.9 )     10.6  
Total benefits and expenses
    38.7       13.4       (4.2 )     3.9             (1.2 )     50.6  
Income (loss) from continuing operations before income taxes
    (52.1 )     (10.3 )     4.2       (3.9 )           1.7       (60.4 )
Income tax expense (benefit)
                                  (0.3 )     (0.3 )
Income (loss) from continuing operations
    (52.1 )     (10.3 )     4.2       (3.9 )           2.0       (60.1 )
Noncontrolling interests
          (0.4 )                             (0.4 )
Income (loss) from discontinued operations, net of income taxes
                                  0.8       0.8  
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ (52.1 )   $ (9.9 )   $ 4.2     $ (3.9 )   $     $ 2.8     $ (58.9 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Represents “ Summary of Correction of Actuarial Finance Errors ” from the previous pages of this Note.
(3)   
Represents “ Summary of Correction of Investments Errors from the previous pages of this Note.
(4)   
Amounts represent total correction of errors which is also presented in the “Consolidated Statement of Comprehensive Income” reflected in the tables on the following pages.
 
(Continued on next page)

 
30

 

2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Summary of Correction of Errors – Nine months ended September 30, 2011 Income Statement Impacts (1)
 
Increase (decrease)
 
Consolidated
 
($ in millions)
 
Total
Actuarial
Finance (2)
   
Total
Investments (3)
   
Reinsurance
Accounting
   
Pensions
   
OIA
Taxable
Income
   
Other
Restatement
Adjustments
   
Total
Correction
of Errors (4)
 
 
 
COMPREHENSIVE INCOME (LOSS):
                                         
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ (52.1 )   $ (9.9 )   $ 4.2     $ (3.9 )   $     $ 2.8     $ (58.9 )
Other comprehensive income (loss) before income taxes:
                                         
Net unrealized investment gains before income taxes (5)
    (29.0 )     4.4                         60.6       36.0  
Non-credit portion of OTTI losses recognized in OCI before income taxes (5)
                                  (44.9 )     (44.9 )
Net pension liability adjustment before income taxes
                      8.9             (16.3 )     (7.4 )
Net unrealized other gains (losses) before income taxes
                                         
Net unrealized derivative instruments gains (losses) before income taxes (5)
                                  0.1       0.1  
Other comprehensive income (loss) before income taxes
    (29.0 )     4.4             8.9             (0.5 )     (16.2 )
Less: Income tax expense (benefit) related to:
                                         
Net unrealized investment gains (losses) (5)
                                  29.6       29.6  
Non-credit portion of OTTI losses recognized in OCI (5)
                                  (15.8 )     (15.8 )
Net pension liability adjustment
                                         
Net unrealized other gains (losses)
                                         
Net unrealized derivative instruments gains (losses)
                                         
Total income tax expense (benefit)
                                  13.8       13.8  
Other comprehensive income (loss), net of income taxes
    (29.0 )     4.4             8.9             (14.3 )     (30.0 )
Comprehensive income (loss) attributable to The Phoenix Companies, Inc.
    (81.1 )     (5.5 )     4.2       5.0             (11.5 )     (88.9 )
Add: Comprehensive income attributable to noncontrolling interests
                                  (0.4 )     (0.4 )
Comprehensive income (loss)
    (81.1 )   $ (5.5 )   $ 4.2     $ 5.0     $     $ (11.9 )   $ (89.3 )
———————
(1)   
All amounts are shown before income taxes, unless otherwise noted.
(2)   
Represents “ Summary of Correction of Actuarial Finance Errors ” from the previous pages of this Note.
(3)   
Represents “ Summary of Correction of Investments Errors from the previous pages of this Note.
(4)   
Amounts represent total correction of errors which is also presented in the “Consolidated Statement of Comprehensive Income” reflected in the tables on the following pages.
(5)   
In addition to adjustments described within this footnote , the correction of errors column contains reclassifications related to changes in presentation of components of other comprehensive income.

 
31

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)
 
   
Consolidated Balance Sheet
 
($ in millions, except share data)
 
As of and for the year ended December 31, 2011
 
   
As previously
reported
   
Correction
of errors (1)
   
Adjusted
prior to the
retrospective
adoption
   
Retrospective
Adoption (2)
   
As restated
and amended
 
ASSETS:
                             
Available-for-sale debt securities, at fair value
  $ 11,890.0     $ (93.0 )   $ 11,797.0     $     $ 11,797.0  
Available-for-sale equity securities, at fair value
    35.7             35.7             35.7  
Limited partnerships and other investments
    601.3       (36.0 )     565.3             565.3  
Policy loans, at unpaid principal balances
    2,379.3             2,379.3             2,379.3  
Derivative investments
    174.8       (12.6 )     162.2             162.2  
Fair value investments
    86.6       97.4       184.0             184.0  
Total investments
    15,167.7       (44.2 )     15,123.5             15,123.5  
Cash and cash equivalents
    194.3       (26.1 )     168.2             168.2  
Accrued investment income
    175.6             175.6             175.6  
Receivables
    415.1       233.5       648.6             648.6  
Deferred policy acquisition costs
    1,317.6       (13.7 )     1,303.9       (184.7 )     1,119.2  
Deferred income taxes, net
    118.2       2.4       120.6             120.6  
Other assets
    164.6       66.5       231.1       (1.0 )     230.1  
Discontinued operations assets
    69.2       16.1       85.3             85.3  
Separate account assets
    3,817.6       (0.7 )     3,816.9             3,816.9  
Total assets
  $ 21,439.9     $ 233.8     $ 21,673.7     $ (185.7 )   $ 21,488.0  
                                         
LIABILITIES:
                                       
Policy liabilities and accruals (3)
  $ 12,967.8     $ (317.2 )   $ 12,650.6     $ (19.2 )   $ 12,631.4  
Policyholder deposit funds
    2,429.4       2.8       2,432.2             2,432.2  
Dividend obligations (4)
          752.5       752.5             752.5  
Indebtedness
    426.9             426.9             426.9  
Other liabilities
    613.7       44.3       658.0             658.0  
Discontinued operations liabilities
    58.3       16.1       74.4             74.4  
Separate account liabilities
    3,817.6       (0.7 )     3,816.9             3,816.9  
Total liabilities
    20,313.7       497.8       20,811.5       (19.2 )     20,792.3  
                                         
COMMITMENTS AND CONTINGENT
                                       
LIABILITIES (Notes 21 & 22)                                        
                                         
STOCKHOLDERS’ EQUITY:
                                       
Common stock, $.01 par value: 5.8 million shares outstanding (5)
    1.3             1.3             1.3  
Additional paid-in capital
    2,630.5             2,630.5             2,630.5  
Accumulated other comprehensive income (loss)
    (170.7 )     (103.5 )     (274.2 )     43.5       (230.7 )
Accumulated deficit
    (1,155.4 )     (163.3 )     (1,318.7 )     (210.0 )     (1,528.7 )
Treasury stock, at cost: 0.6 million shares (5)
    (179.5 )           (179.5 )           (179.5 )
Total The Phoenix Companies, Inc. stockholders’ equity
    1,126.2       (266.8 )     859.4       (166.5 )     692.9  
Noncontrolling interests
          2.8       2.8             2.8  
Total stockholders’ equity
    1,126.2       (264.0 )     862.2       (166.5 )     695.7  
Total liabilities and stockholders’ equity
  $ 21,439.9     $ 233.8     $ 21,673.7     $ (185.7 )   $ 21,488.0  
———————
(1)   
Adjustments related to the correction of errors reflect amounts prior to the retrospective adoption of amended guidance to ASC 944, Financial Services – Insurance (ASU 2010-26). See footnote 2 below for additional information regarding these amounts and the retrospective adoption.
(2)   
Adjustments related to the retrospective adoption of amended guidance to ASC 944, Financial Services – Insurance (ASU 2010-26) , have been updated from those originally disclosed in the First Quarter 2012 Quarterly Report on Form 10-Q filing to reflect the correction of errors identified related to the adoption of the amended guidance as well as indirect impact of the correction of errors associated with the restatement.
(3)   
Included within policyholder liabilities and accruals is the post-ASU gross profits followed by losses reserve of $211.8 million. The corresponding net post-ASU amount of $200.5 million reported within the consolidated financial statements includes $(11.2) million of shadow profits followed by losses, both of which are discussed further within the “Actuarial Finance” section of this Note.
(4)   
Dividend obligations were previously included in policy liabilities and accruals.
(5)   
All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012.

 
32

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

   
Consolidated Statement of Comprehensive Income
 
($ in millions, except share data)
 
Three months ended September 30, 2011
 
   
As previously
reported
   
Correction
of errors (1)
   
Adjusted
prior to the
retrospective
adoption
   
Retrospective
Adoption (2)
   
As restated
and amended
 
REVENUES:
                             
Premiums
  $ 117.4     $ (5.5 )   $ 111.9     $     $ 111.9  
Fee income
    147.6       (1.1 )     146.5             146.5  
Net investment income
    201.0       2.5       203.5             203.5  
Net realized investment gains (losses):
                                       
  Total OTTI losses
    (31.0 )     0.1       (30.9 )           (30.9 )
  Portion of OTTI losses recognized in OCI
    22.6       (1.4 )     21.2             21.2  
    Net OTTI losses recognized in earnings
    (8.4 )     (1.3 )     (9.7 )           (9.7 )
  Net realized investment gains (losses), excluding OTTI losses
    14.5       (14.9 )     (0.4 )           (0.4 )
Net realized investment losses
    6.1       (16.2 )     (10.1 )           (10.1 )
Gain on debt repurchase
                             
Total revenues
    472.1       (20.3 )     451.8             451.8  
                                         
BENEFITS AND EXPENSES:
                                       
Policy benefits, excluding policyholder dividends
    268.2       25.1       293.3       (0.2 )     293.1  
Policyholder dividends
    51.5       2.0       53.5             53.5  
Policy acquisition cost amortization
    57.5       (14.9 )     42.6       (7.5 )     35.1  
Interest expense on indebtedness
    7.9             7.9             7.9  
Other operating expenses
    57.2       (0.2 )     57.0       0.4       57.4  
Total benefits and expenses
    442.3       12.0       454.3       (7.3 )     447.0  
Income (loss) from continuing operations before income taxes
    29.8       (32.3 )     (2.5 )     7.3       4.8  
Income tax benefit
    (6.7 )     (1.2 )     (7.9 )     1.1       (6.8 )
Income (loss) from continuing operations
    36.5       (31.1 )     5.4       6.2       11.6  
Income (loss) from discontinued operations, net of income taxes
    (4.7 )     0.8       (3.9 )           (3.9 )
Net income (loss)
    31.8       (30.3 )     1.5       6.2       7.7  
Less: Net income (loss) attributable to noncontrolling interests
          (0.3 )     (0.3 )           (0.3 )
Net income (loss) attributable to  The Phoenix Companies, Inc.
  $ 31.8     $ (30.0 )   $ 1.8     $ 6.2     $ 8.0  

(Continued on next page)

 
33

 

2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Consolidated Statement of Comprehensive Income
 
($ in millions, except share data)
 
Three months September 30, 2011
 
   
As previously
reported
   
Correction
of errors (1)
   
Adjusted
prior to the
retrospective
adoption
   
Retrospective
Adoption (2)
   
As restated
and amended
 
COMPREHENSIVE INCOME (LOSS):
                             
Net income (loss) attributable to  The Phoenix Companies, Inc.
  $ 31.8     $ (30.0 )   $ 1.8     $ 6.2     $ 8.0  
Less: Net income (loss) attributable to noncontrolling interests
          (0.3 )     (0.3 )           (0.3 )
Net income (loss)
    31.8       (30.3 )     1.5       6.2       7.7  
  Other comprehensive income (loss) before income taxes:
                                       
  Net unrealized investment gains before income taxes (5)
    (13.3 )     17.7       4.4       1.6       6.0  
  Non-credit portion of OTTI losses recognized in OCI before income taxes (5)
    22.4       (43.6 )     (21.2 )           (21.2 )
  Net pension liability adjustment before income taxes
    1.1       (9.2 )     (8.1 )           (8.1 )
  Net unrealized other gains (losses) before income taxes
                             
  Net unrealized derivative instruments gains (losses) before income taxes (5)
    1.1       (1.1 )                  
    Other comprehensive income (loss) before income taxes
    11.3       (36.2 )     (24.9 )     1.6       (23.3 )
  Less: Income tax expense (benefit) related to:
                                       
    Net unrealized investment gains (losses)
    (42.2 )     20.8       (21.4 )     (1.2 )     (22.6 )
    Non-credit portion of OTTI losses recognized in OCI (5)
    7.8       (15.3 )     (7.5 )           (7.5 )
    Net pension liability adjustment (5)
                             
    Net unrealized other gains (losses)
                             
    Net unrealized derivative instruments gains (losses)
                             
      Total income tax benefit
    (34.4 )     5.5       (28.9 )     (1.2 )     (30.1 )
      Other comprehensive income (loss),  net of income taxes
    45.7       (41.7 )     4.0       2.8       6.8  
Comprehensive income (loss)
    77.5       (72.0 )     5.5       9.0       14.5  
  Less: Comprehensive income (loss) attributable to noncontrolling interests, net of income taxes
          (0.3 )     (0.3 )           (0.3 )
Comprehensive income (loss) attributable to The Phoenix Companies, Inc.
  $ 77.5     $ (71.7 )   $ 5.8     $ 9.0     $ 14.8  

(Continued on next page)

 
34

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Consolidated Statement of Comprehensive Income
 
($ in millions, except share data)
 
Three months ended September 30, 2011
 
   
As previously
reported
   
Correction
of errors (1)
   
Adjusted
prior to the
retrospective
adoption
   
Retrospective
Adoption (2)
   
As restated
and amended
 
EARNINGS (LOSS) PER SHARE: (3)
                               
Earnings (loss) from continuing operations – basic
  $ 6.25     $ (5.35 )     NM      $ 1.07     $ 1.99  
Earnings (loss) from continuing operations – diluted
  $ 6.23     $ (5.28 )     NM      $ 1.05     $ 1.97  
Earnings (loss) from discontinued operations – basic
  $ (0.80 )   $ 0.14       NM      $     $ (0.67 )
Earnings (loss) from discontinued operations – diluted
  $ (0.80 )   $ 0.14       NM      $     $ (0.66 )
Net earnings (loss) attributable to The Phoenix Companies, Inc. – basic
  $ 5.44     $ (5.16 )     NM      $ 1.07     $ 1.38  
Net earnings (loss) attributable to The Phoenix Companies, Inc. – diluted
  $ 5.43     $ (5.09 )     NM      $ 1.05     $ 1.36  
Basic weighted-average common shares outstanding (in thousands)
    5,844       5,816 (4)     NM        5,816       5,816  
Diluted weighted-average common shares outstanding (in thousands)
    5,856       5,890 (4)     NM        5,890       5,890  
———————
(1)   
Adjustments related to the correction of errors reflect amounts prior to the retrospective adoption of amended guidance to ASC 944, Financial Services – Insurance (ASU 2010-26). See footnote 2 below for additional information regarding these amounts and the retrospective adoption.
(2)   
Adjustments related to the retrospective adoption of amended guidance to ASC 944, Financial Services – Insurance (ASU 2010-26) .
(3)   
All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012.
(4)   
Weighted-average common shares outstanding have been updated to reflect the impact of an error which had no material impact to EPS information, basic or diluted, for any period presented.
(5)   
In addition to adjustments described within this footnote the correction of errors column contains reclassifications related to changes in presentation of components of other comprehensive income.

 
35

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

   
Consolidated Statement of Comprehensive Income
 
($ in millions, except share data)
 
Nine months ended September 30, 2011
 
   
As previously
reported
   
Correction
of errors (1)
   
Adjusted
prior to the
retrospective
adoption
   
Retrospective
Adoption (2)
   
As restated
and amended
 
REVENUES:
                             
Premiums
  $ 337.7     $ (14.1 )   $ 323.6     $     $ 323.6  
Fee income
    456.0       (0.2 )     455.8             455.8  
Net investment income
    612.6       15.5       628.1             628.1  
Net realized investment gains (losses):
                                       
  Total OTTI losses
    (45.0 )     0.4       (44.6 )           (44.6 )
  Portion of OTTI losses recognized in OCI
    27.9       (1.8 )     26.1             26.1  
    Net OTTI losses recognized in earnings
    (17.1 )     (1.4 )     (18.5 )           (18.5 )
  Net realized investment gains (losses), excluding OTTI losses
    10.1       (9.6 )     0.5             0.5  
Net realized investment losses
    (7.0 )     (11.0 )     (18.0 )           (18.0 )
Gain on debt repurchase
                             
Total revenues
    1,399.3       (9.8 )     1,389.5             1,389.5  
                                         
BENEFITS AND EXPENSES:
                                       
Policy benefits, excluding policyholder dividends
    800.0       45.4       845.4       3.2       848.6  
Policyholder dividends
    188.8       10.2       199.0             199.0  
Policy acquisition cost amortization
    172.0       (15.6 )     156.4       (29.4 )     127.0  
Interest expense on indebtedness
    23.7             23.7             23.7  
Other operating expenses
    175.4       10.6       186.0       1.1       187.1  
Total benefits and expenses
    1,359.9       50.6       1,410.5       (25.1 )     1,385.4  
Income (loss) from continuing operations before income taxes
    39.4       (60.4 )     (21.0 )     25.1       4.1  
Income tax expense (benefit)
    2.4       (0.3 )     2.1       7.4       9.5  
Income (loss) from continuing operations
    37.0       (60.1 )     (23.1 )     17.7       (5.4 )
Income (loss) from discontinued operations, net of income taxes
    (6.9 )     0.8       (6.1 )           (6.1 )
Net income (loss)
    30.1       (59.3 )     (29.2 )     17.7       (11.5 )
Less: Net income (loss) attributable to  noncontrolling interests
          (0.4 )     (0.4 )           (0.4 )
Net income (loss) attributable to The Phoenix Companies, Inc.
  30.1     $ (58.9 )   $ (28.8 )   $ 17.7     $ (11.1 )

(Continued on next page)

 
36

 

2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Consolidated Statement of Comprehensive Income
 
($ in millions, except share data)
 
Nine months ended September 30, 2011
 
   
As previously
reported
   
Correction
of errors (1)
   
Adjusted
prior to the
retrospective
adoption
   
Retrospective
Adoption (2)
   
As restated
and amended
 
COMPREHENSIVE INCOME (LOSS):
                             
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ 30.1     $ (58.9 )   $ (28.8 )   $ 17.7     $ (11.1 )
Net income (loss) attributable to noncontrolling interests
          (0.4 )     (0.4 )           (0.4 )
Net income (loss)
    30.1     $ (59.3 )   $ (29.2 )   $ 17.7     $ (11.5 )
  Other comprehensive income (loss) before income taxes:
                                       
  Net unrealized investment gains before income taxes (5)
    19.9       36.0       55.9       4.4       60.3  
  Non-credit portion of OTTI losses recognized in OCI before income taxes (5)
    23.4       (44.9 )     (21.5 )           (21.5 )
  Net pension liability adjustment before income taxes
    5.2       (7.4 )     (2.2 )           (2.2 )
  Net unrealized other gains (losses) before income taxes
                             
  Net unrealized derivative instruments gains (losses) before income taxes (5)
    (0.1 )     0.1                    
    Other comprehensive income (loss) before income taxes
    48.4       (16.2 )     32.2       4.4       36.6  
  Less: Income tax expense (benefit) related to:
                                       
  Net unrealized investment gains (losses) (5)
    (13.4 )     29.6       16.2       (7.5 )     8.7  
  Non-credit portion of OTTI losses recognized in OCI (5)
    8.2       (15.8 )     (7.6 )           (7.6 )
    Net pension liability adjustment
                             
  Net unrealized other gains (losses)
                             
  Net unrealized derivative instruments gains (losses)
                             
    Total income tax expense (benefit)
    (5.2 )     13.8       8.6       (7.5 )     1.1  
    Other comprehensive income net of income taxes
    53.6       (30.0 )     23.6       11.9       35.5  
Comprehensive income (loss)
    83.7     $ (89.3 )   $ (5.6 )   $ 29.6     $ 24.0  
  Less: Comprehensive income attributable to noncontrolling interests, net of income taxes
          (0.4 )     (0.4 )           (0.4 )
Comprehensive income (loss) attributable to The Phoenix Companies, Inc.
  83.7     $ (88.9 )   $ (5.2 )   $ 29.6     $ 24.4  

(Continued on next page)

 
37

 

2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Consolidated Statement of Comprehensive Income
 
($ in millions, except share data)
 
Nine months ended September 30, 2011
 
   
As previously
reported
   
Correction
of errors (1)
   
Adjusted
prior to the
retrospective
adoption
   
Retrospective
Adoption (2)
   
As restated
and amended
 
EARNINGS (LOSS) PER SHARE: (3)
                             
Earnings (loss) from continuing operations – basic
  $ 6.34     $ (10.34 )     NM      $ 3.04     $ (0.93 )
Earnings (loss) from continuing operations – diluted
  $ 6.33     $ (10.34 )     NM      $ 3.04     $ (0.93 )
Earnings (loss) from discontinued operations – basic
  $ (1.18 )   $ 0.14       NM      $     $ (1.05 )
Earnings (loss) from discontinued operations –  diluted
  $ (1.18 )   $ 0.14       NM      $     $ (1.05 )
Net earnings (loss) attributable to The Phoenix Companies, Inc. – basic
  $ 5.15     $ (10.13 )     NM      $ 3.04     $ (1.91 )
Net earnings (loss) attributable to The Phoenix Companies, Inc. – diluted
  $ 5.15     $ (10.13 )     NM      $ 3.04     $ (1.91 )
Basic weighted-average common shares outstanding (in thousands)
    5,840       5,814 (4)     NM        5,814       5,814  
Diluted weighted-average common shares outstanding (in thousands)
    5,849       5,814 (4)       NM        5,814       5,814  
———————
(1)   
Adjustments related to the correction of errors reflect amounts prior to the retrospective adoption of amended guidance to ASC 944, Financial Services – Insurance (ASU 2010-26). See footnote 2 below for additional information regarding these amounts and the retrospective adoption.
(2)   
Adjustments related to the retrospective adoption of amended guidance to ASC 944, Financial Services – Insurance (ASU 2010-26) .
(3)   
All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012.
(4)   
Weighted-average common shares outstanding have been updated to reflect the impact of an error which had no material impact to EPS information, basic or diluted, for any period presented.
(5)   
In addition to adjustments described within this footnote the correction of errors column contains reclassifications related to changes in presentation of components of other comprehensive income.

 
38

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

   
Consolidated Statement of Cash Flows
 
($ in millions)
 
For the period ended September 30, 2011
 
   
As previously
Reported (1)
   
Correction
of errors (2)
   
Adjusted
prior to the
retrospective
adoption
   
Retrospective
Adoption (3)
   
As restated
and amended
 
 
 
 
OPERATING ACTIVITIES:
                             
Net income (loss)
  $ 30.1     $ (58.9 )   $ (28.8 )   $ 17.7     $ (11.1 )
Net realized investment gains
    7.0       11.0       18.0             18.0  
Gain on debt repurchase
                             
Policy acquisition costs deferred
    (104.3 )     38.6       (65.7 )     1.1       (64.6 )
Amortization of deferred policy acquisition costs
    172.0       (15.6 )     156.4       (29.4 )     127.0  
Amortization and depreciation
    9.1             9.1             9.1  
Interest credited
          89.4       89.4             89.4  
Equity in earnings of limited partnerships and other investments
          (48.2 )     (48.2 )           (48.2 )
Change in:
                                       
  Accrued investment income
    (66.9 )     (42.9 )     (109.8 )           (109.8 )
  Deferred income taxes
    1.3       (11.4 )     (10.1 )     7.4       (2.7 )
  Receivables
    (7.6 )     18.2       10.6             10.6  
  Policy liabilities and accruals
    (175.9 )     (190.8 )     (366.7 )     3.2       (363.5 )
  Dividend obligations
          16.2       16.2             16.2  
Impact of operating activities of consolidated investment entities, net
          (2.7 )     (2.7 )           (2.7 )
Other operating activities, net
    (10.4 )     (23.8 )     (34.2 )           (34.2 )
Cash from (for) continuing operations
    (145.6 )     (220.9 )     (366.5 )           (366.5 )
Discontinued operations, net
    6.2       (6.2 )                  
Cash used for operating activities
    (139.4 )     (227.1 )     (366.5 )           (366.5 )
                                         
INVESTING ACTIVITIES:
                                       
Purchases of:
                                       
  Available-for-sale debt securities
    (5,017.7 )     2,763.8       (2,253.9 )           (2,253.9 )
  Available-for-sale equity securities
          (5.7 )     (5.7 )           (5.7 )
  Derivative instruments
          (32.9 )     (32.9 )           (32.9 )
  Fair value investments
          (35.0 )     (35.0 )           (35.0 )
  Other investments
          (1.1 )     (1.1 )           (1.1 )
Sales, repayments and maturities of:
                                       
  Available-for-sale debt securities
    4,540.3       (2,778.1 )     1,762.2             1,762.2  
  Available-for-sale equity securities
          1.9       1.9             1.9  
  Derivative instruments
          61.4       61.4             61.4  
  Fair value investments
          10.9       10.9             10.9  
  Other investments
          22.0       22.0             22.0  
Contributions to limited partnerships and limited liability corporations
          (67.1 )     (67.1 )           (67.1 )
Distributions from limited partnerships and limited liability corporations
          78.7       78.7             78.7  
Policy loans, net
    34.1       67.7       101.8             101.8  
Impact of investing activities of consolidated investment entities, net
                             
Other investing activities, net
          (4.6 )     (4.6 )           (4.6 )
Premises and equipment additions
    (3.4 )     3.4                    
Discontinued operations, net
    (4.9 )     4.9                    
Cash provided by (used for) investing activities
    (451.6 )     90.2       (361.4 )           (361.4 )

(Continued on next page)

 
39

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

(Continued from previous page)
 
Consolidated Statement of Cash Flows
 
($ in millions)
 
For the period ended September 30, 2011
 
   
As previously
reported
   
Correction
of errors (2)
   
Adjusted
prior to the
retrospective
adoption
   
Retrospective
Adoption (3)
   
As restated
and amended
 
 
 
 
FINANCING ACTIVITIES:
                             
Policyholder deposit fund deposits
    1,068.6       267.7       1,336.3             1,336.3  
Policyholder deposit fund withdrawals
    (450.7 )     (469.7 )     (920.4 )           (920.4 )
Net transfers to/from separate accounts
          344.1       344.1             344.1  
Impact of financing activities of consolidated investment entities, net
          1.3       1.3             1.3  
Cash provided by financing activities
    617.9       143.4       761.3             761.3  
Change in cash and cash equivalents
    26.9       6.5       33.4             33.4  
Change in cash included in discontinued operations assets
          1.2       1.2             1.2  
Cash and cash equivalents, beginning of period
    121.9       (28.2 )     93.7             93.7  
Cash and cash equivalents, end of period
  $ 148.8     $ (20.5 )   $ 128.3     $     $ 128.3  
                                         
Supplemental Disclosure of Cash Flow Information
                                       
Income taxes paid
  $ (6.2 )   $     $ (6.2 )   $     $ (6.2 )
Interest expense on indebtedness paid
  $ (23.0 )   $ 2.6     $ (20.4 )   $     $ (20.4 )
                                         
Non-Cash Transactions During the Year
                                       
Investment exchanges
  $     $ 54.5     $ 54.5     $     $ 54.5  
———————
(1)   
Operating activities of the consolidated statement of cash flows for the period ended September 30, 2011 was previously reported using the direct method. Reported numbers herein reflect adjustment to indirect method currently presented.
(2)   
Adjustments related to the correction of errors reflect amounts prior to the retrospective adoption of amended guidance to ASC 944, Financial Services – Insurance (ASU 2010-26). See footnote 3 for additional information regarding these amounts and the retrospective adoption.
(3)   
Adjustments related to the retrospective adoption of amended guidance to ASC 944, Financial Services – Insurance (ASU 2010-26) .

 
40

 
 
2.      Restatement and Amendment of Previously Reported Financial Information (continued)

   
Consolidated Statement of Changes in Stockholders’ Equity
 
($ in millions, except share data)
 
For the period ended September 30, 2011
 
   
As previously
reported
   
Correction
of errors (1)
   
Adjusted
prior to the
retrospective
adoption
   
Retrospective
Adoption (2)
   
As restated
and amended
 
 
 
 
COMMON STOCK : (3)
                             
  Balance, beginning of period
  $ 1.3     $     $ 1.3     $     $ 1.3  
    Adjustment for reverse stock split
                             
  Balance, end of period
  $ 1.3     $     $ 1.3     $     $ 1.3  
                                         
ADDITIONAL PAID-IN CAPITAL:
                                       
  Balance, beginning of period
  $ 2,631.0     $     $ 2,631.0     $     $ 2,631.0  
    Issuance of shares and compensation expense on stock compensation awards
    1.8             1.8             1.8  
    Adjustment for reverse stock split
                             
  Balance, end of period
  $ 2,632.8     $     $ 2,632.8     $     $ 2,632.8  
                                         
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
                                       
  Balance, beginning of period
  $ (133.8 )   $ (50.7 )   $ (184.5 )   $ 28.3     $ (156.2 )
    Adjustment for initial application of accounting changes
                             
    Other comprehensive income (loss)
    53.6       (30.0 )     23.6       11.9       35.5  
  Balance, end of period
  $ (80.2 )   $ (80.7 )   $ (160.9 )   $ 40.2     $ (120.7 )
                                         
ACCUMULATED DEFICIT:
                                       
  Balance, beginning of period
  $ (1,163.5 )   $ (102.1 )   $ (1,265.6 )   $ (232.4 )   $ (1,498.0 )
    Adjustment for initial application of accounting changes
                             
    Net income (loss)
    30.1       (58.9 )     (28.8 )     17.7       (11.1 )
  Balance, end of period
  $ (1,133.4 )   $ (161.0 )   $ (1,294.4 )   $ (214.7 )   $ (1,509.1 )
                                         
TREASURY STOCK, AT COST: (3)
                                       
  Balance, beginning of period
  $ (179.5 )   $     $ (179.5 )   $     $ (179.5 )
    Change in treasury stock
                             
  Balance, end of period
  $ (179.5 )   $     $ (179.5 )   $     $ (179.5 )
                                         
TOTAL STOCKHOLDERS’ EQUITY ATTRIBUTABLE TO THE PHOENIX COMPANIES, INC.:
                                       
  Balance, beginning of period
  $ 1,155.5     $ (152.8 )   $ 1,002.7     $ (204.1 )   $ 798.6  
    Adjustment for initial application of accounting changes
                             
Change in stockholders’ equity attributable to                                        
     The Phoenix Companies, Inc.
    85.5       (88.9 )     (3.4 )     29.6       26.2  
  Stockholders’ equity, end of period
  $ 1,241.0     $ (241.7 )   $ 999.3     $ (174.5 )   $ 824.8  
                                         
NONCONTROLLING INTERESTS:
                                       
  Balance, beginning of period
  $     $ 1.8     $ 1.8           $ 1.8  
    Change in noncontrolling interests
          0.8       0.8             0.8  
  Balance, end of period
  $     $ 2.6     $ 2.6     $     $ 2.6  
                                         
TOTAL STOCKHOLDERS’ EQUITY:
                                       
  Balance, beginning of period
  $ 1,155.5     $ (151.0 )   $ 1,004.5     $ (204.1 )   $ 800.4  
    Adjustment for initial application of accounting changes
                             
    Change in stockholders’ equity
    85.5       (88.1 )     (2.6 )     29.6       27.0  
  Stockholders’ equity, end of period
  $ 1,241.0     $ (239.1 )   $ 1,001.9     $ (174.5 )   $ 827.4  
———————
(1)   
Adjustments related to the correction of errors reflect amounts prior to the retrospective adoption of amended guidance to ASC 944, Financial Services – Insurance (ASU 2010-26). See footnote 2 below for additional information regarding these amounts and the retrospective adoption.
(2)   
Adjustments related to the retrospective adoption of amended guidance to ASC 944, Financial Services – Insurance (ASU 2010-26) .
(3)   
Reflects the 1-for-20 reverse stock split, which was effective August 10, 2012.

 
41

 
 
3.      Basis of Presentation and Significant Accounting Policies

We have prepared these unaudited interim consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which differ materially from the accounting practices prescribed by various insurance regulatory authorities. Our interim consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany balances and transactions have been eliminated in consolidating these financial statements. As of December 31, 2011, the Company changed from the direct to the indirect method of reporting its consolidated cash flow statement. All earnings per share and weighted-average common shares outstanding for the current and all prior periods reflect the 1-for-20 reverse stock split which was effective on August 10, 2012.

In addition, certain prior period amounts have been reclassified to conform to the current year presentation, primarily as a result of (i) the adoption of new accounting standards described more fully below and (ii) the 1-for-20 reverse stock split noted above. These financial statements include all adjustments (consisting primarily of accruals) considered necessary for the fair statement of the consolidated balance sheet, consolidated statements of 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 nine months ended September 30, 2012 are not necessarily indicative of full year results.

These interim financial statements should be read in conjunction with the restated and amended consolidated financial statements for the year ended December 31, 2011 contained in the 2012 Form 10-K.

Use of estimates

In preparing these 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are made in the determination of 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.

Adoption of new accounting standards

Amendments to the Presentation of Comprehensive Income

In June 2011, the Financial Accounting Standards Board (the “FASB”) issued amended guidance to ASC 220, Comprehensive Income , with respect to the presentation of comprehensive income as part of the effort to establish common requirements between U.S. GAAP and International Financial Reporting Standards (“IFRS”). This amended guidance requires entities to present all non-owner changes in stockholders’ equity either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments do not affect which components of comprehensive income are recognized in net income or comprehensive income, or when an item of other comprehensive income must be classified to net income. The computation and presentation of earnings per share also does not change. This guidance was adopted in the first quarter of 2012. Other than additional disclosures, adoption of this guidance did not have a material effect on our consolidated financial statements.

Amendments to Fair Value Measurement and Disclosure Requirements

In May 2011, the FASB issued amended guidance to ASC 820, Fair Value Measurement , with respect to measuring fair value and related disclosures as part of the effort to establish common requirements in accordance with U.S. GAAP and IFRS. The amended guidance clarifies that the concept of highest and best use should only be used in the valuation of non-financial assets, specifies how to apply fair value measurements to instruments classified in stockholders’ equity and requires that premiums or discounts be applied consistent with what market participants would use absent Level 1 inputs. The amendment also explicitly requires additional disclosures related to the valuation of assets categorized as Level 3 within the fair value hierarchy. Additional disclosures include quantitative information about unobservable inputs, the sensitivity of fair value measurement to changes in unobservable outputs and information on the valuation process used. This guidance was adopted in the first quarter of 2012. Disclosures in Note  13 reflect the prospective adoption of this guidance. Other than additional disclosures, adoption of this guidance did not have a material effect on our consolidated financial statements.
 
 
42

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

Accounting for Costs Associated with Acquiring or Renewing Insurance Contracts

In October 2010, the FASB issued amended guidance to ASC 944, Financial Services – Insurance , to address the diversity in practice for accounting for costs associated with acquiring or renewing insurance contracts. The amendment clarifies the definition of acquisition costs (i.e., costs which qualify for deferral) to incremental direct costs that result directly from, and are essential to, a contract and would not have been incurred by the insurance entity had the contract transaction not occurred. Therefore, only costs related to successful efforts of acquiring a new, or renewal, contract should be deferred. This guidance was retrospectively adopted on January 1, 2012 and included in the restated and amended financial statements contained in the 2012 Form 10-K. The cumulative effect of retrospective adoption reduced deferred policy acquisition costs and beginning stockholders’ equity as of January 1, 2012 by $166.5 million primarily related to lower deferrals associated with expenses not directly related to new policy sales.

Accounting standards not yet adopted

Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the FASB issued updated guidance regarding the presentation of comprehensive income (ASU 2013-02). Under the guidance, an entity would separately present information about significant items reclassified out of accumulated other comprehensive income by component as well as changes in accumulated other comprehensive income balances by component in either the financial statements or the notes to the financial statements. The guidance does not change the items that are reported in other comprehensive income. The guidance does not change when an item of other comprehensive income must be reclassified to net income and does not amend any existing requirements for reporting net income or other comprehensive income. The guidance is effective for the first interim or annual reporting period beginning after December 15, 2012 and should be applied prospectively. This guidance is not expected to impact the Company’s consolidated statements of financial position or cash flows. The Company is currently assessing the impact of this guidance on the Company’s consolidated statements of operations and equity and the notes to consolidated financial statements.

Disclosures about Offsetting Assets and Liabilities

In December 2011, the FASB issued amended guidance to ASC 210, Balance Sheet , with respect to disclosure of offsetting assets and liabilities as part of the effort to establish common requirements in accordance with U.S. GAAP and IFRS. This amended guidance requires the disclosure of both gross information and net information about both financial instruments and derivative instruments eligible for offset in our consolidated balance sheet and instruments and transactions subject to an agreement similar to a master netting arrangement. This guidance is effective for periods beginning on or after January 1, 2013, with respective disclosures required retrospectively for all comparative periods presented. The adoption of this guidance effective January 1, 2013 is not expected to have a material effect on our consolidated financial statements.

Significant Accounting Policies

Our significant accounting policies are presented in the notes to our restated and amended consolidated financial statements for the year ended December 31, 2011 contained in the 2012 Form 10-K. There have been no significant changes since the filing of the restated year-end December 31, 2011 consolidated financial statements discussed above.
 
4.      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 $595.0 million and $564.3 million as of September 30, 2012 and December 31, 2011, respectively, and is recorded within receivables in the consolidated balance sheets. Other reinsurance activity is shown below.

 
43

 

4.      Reinsurance (continued)

Direct Business and Reinsurance
 
Three Months Ended
   
Nine Months Ended
 
in Continuing Operations:
 
September 30,
   
September 30,
 
($ in millions)
 
2012
   
2011
   
2012
   
2011
 
         
As restated
and amended
         
As restated
and amended
 
                         
Direct premiums
  $ 133.4     $ 151.8     $ 411.6     $ 463.6  
Premiums assumed from reinsureds
    1.9       2.8       6.1       7.8  
Premiums ceded to reinsurers (1)
    (40.5 )     (42.7 )     (127.1 )     (147.8 )
Premiums
  $ 94.8     $ 111.9     $ 290.6     $ 323.6  
Percentage of amount assumed to net premiums
    2.0 %     2.5 %     2.1 %     2.4 %
                                 
Direct policy benefits incurred
  $ 191.9     $ 183.0     $ 574.1     $ 587.3  
Policy benefits assumed from reinsureds
    30.0       2.0       67.9       7.8  
Policy benefits ceded to reinsurers
    (49.3 )     (58.8 )     (200.1 )     (194.0 )
Premiums paid to reinsurers (2)
    28.1       28.5       69.5       75.4  
Policy benefits (3)
  $ 200.7     $ 154.7     $ 511.4     $ 476.5  
———————
(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 3 to these 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 $151.8 million and $138.4 million, net of reinsurance, for the three months ended September 30, 2012 and 2011, respectively and $377.5 million and $372.1 million, net of reinsurance, for the nine months ended September 30, 2012 and 2011, 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 September 30, 2012, five major reinsurance companies account for approximately 65% of the reinsurance recoverable.
 
5.      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 September 30, 2012 and December 31, 2011. 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.

 
44

 

5.      Demutualization and Closed Block (continued)
 
Closed Block Assets and Liabilities as of:
 
Sept 30,
   
Dec 31,
       
($ in millions)
 
2012
   
2011
   
Inception
 
         
As restated and amended
       
                   
Debt securities
 
$
6,424.1
   
$
6,323.5
   
$
4,773.1
 
Equity securities
   
9.4
     
12.6
     
 
Limited partnerships and other investments
   
342.3
     
338.0
     
399.0
 
Policy loans
   
1,249.6
     
1,280.4
     
1,380.0
 
Fair value investments
   
33.0
     
27.8
     
 
Total closed block investments
   
8,058.4
     
7,982.3
     
6,552.1
 
Cash and cash equivalents
   
30.8
     
15.1
     
 
Accrued investment income
   
91.1
     
94.2
     
106.8
 
Receivables
   
74.0
     
68.8
     
35.2
 
Deferred income taxes
   
231.2
     
226.8
     
389.4
 
Other closed block assets
   
49.3
     
39.2
     
6.2
 
Total closed block assets
   
8,534.8
     
8,426.4
     
7,089.7
 
Policy liabilities and accruals
   
8,487.2
     
8,680.4
     
8,301.7
 
Policyholder dividends payable
   
235.1
     
241.0
     
325.1
 
Policy dividend obligation
   
755.8
     
511.5
     
 
Other closed block liabilities
   
63.8
     
41.0
     
12.3
 
Total closed block liabilities
   
9,541.9
     
9,473.9
     
8,639.1
 
Excess of closed block liabilities over closed block assets (1)
  $
1,007.1
    $
1,047.5
    $
1,549.4
 
Less: Excess of closed block assets over closed block liabilities
  attributable to noncontrolling interests
   
(4.1
)
   
(1.4
)
       
Excess of closed block liabilities over closed block assets
  attributable to The Phoenix Companies, Inc.
 
$
1,011.2
   
$
1,048.9
         
———————
(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 and Changes in
 
Three Months Ended
   
Nine Months Ended
 
Policyholder Dividend Obligations:
 
September 30,
   
September 30,
 
($ in millions)
 
2012
   
2011
   
2012
   
2011
 
         
As restated and amended
         
As restated and amended
 
                         
Closed block revenues
                       
Premiums
 
$
89.5
   
$
100.5
   
$
270.1
   
$
298.0
 
Net investment income
   
115.7
     
113.2
     
343.5
     
358.2
 
Net realized investment gains (losses)
   
7.5
     
(4.3
)
   
9.4
     
(1.6
)
Total revenues
   
212.7
     
209.4
     
623.0
     
654.6
 
Policy benefits, excluding dividends
   
120.1
     
143.6
     
364.8
     
415.4
 
Other operating expenses
   
1.3
     
1.5
     
3.6
       
4.4
 
T     Total benefits and expenses, excluding policyholder dividends
   
121.4
     
145.1
     
368.4
     
419.8
 
        Closed block contribution to income before dividends and income taxes
   
91.3
     
64.3
     
254.6
     
234.8
 
Policyholder dividends
   
(80.9
)
   
(53.6
)
   
(221.6
)
   
(198.8
)
Closed block contribution to income before income taxes
   
10.4
     
10.7
     
33.0
     
36.0
 
Applicable income tax expense
   
3.6
     
3.8
     
11.5
     
12.6
 
Closed block contribution to income
   
6.8
     
7.0
     
21.5
     
23.5
 
Less: Closed block contribution to income attributable to
  noncontrolling interests
   
0.4
     
(0.2
)
   
0.4
     
(0.2
)
Closed block contribution to income attributable to
  The Phoenix Companies, Inc.
 
$
6.4
   
$
7.2
   
$
21.1
   
$
23.7
 

 
 
45

 

5.      Demutualization and Closed Block (continued)

Closed Block Policyholder Dividend Obligation as of:
 
Sept 30,
   
Dec 31,
 
($ in millions)
 
2012
   
2011
 
         
As restated
and amended
 
Policyholder dividend obligation
           
Policyholder dividends provided through earnings
  $ 221.6     $ 258.7  
Policyholder dividends provided through OCI
    171.5       158.6  
Additions to policyholder dividend liabilities
    393.1       417.3  
Policyholder dividends paid
    (154.7 )     (251.3 )
Increase in policyholder dividend liabilities
    238.4       166.0  
Policyholder dividend liabilities, beginning of period
    752.5       586.5  
Policyholder dividend liabilities, end of period
    990.9       752.5  
Policyholder dividends payable, end of period
    (235.1 )     (241.0 )
Policyholder dividend obligation, end of period
  $ 755.8     $ 511.5  

The policyholder dividend obligation includes approximately $153.0 million and $72.4 million, respectively, for cumulative closed block earnings in excess of expected amounts calculated at the date of demutualization as of September 30, 2012 and December 31, 2011 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 September 30, 2012 and December 31, 2011, the policyholder dividend obligation also includes $602.8 million and $439.1 million, respectively, of net unrealized gains on investments supporting the closed block liabilities.
 
6.      Deferred Policy Acquisition Costs

On January 1, 2012, the Company adopted the amendments to ASC 944, Financial Services – Insurance (ASU 2010-26) as further discussed in Note 3 to these financial statements. Also refer to Note 3 for discussion of accounting policy related to deferral and amortization of acquisition costs.

The balances of and changes in deferred policy acquisition costs as of and for the periods ended September 30, are as follows:
 
Deferred Policy Acquisition Costs:
 
Three Months Ended
   
Nine Months Ended
 
($ in millions)
 
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
         
As restated
and amended
         
As restated
and amended
 
Policy acquisition costs deferred
 
$
18.0
   
$
28.6
   
$
56.2
   
$
64.6
 
Costs amortized to expenses:
                               
  Recurring costs
   
(5.5
   
(43.3
)
   
(103.4
)
   
(134.4
)
  Assumption unlocking
   
(46.3
)
   
2.8
     
(46.3
)
   
2.8
 
  Realized investment gains (losses)
   
(20.0
)
   
5.7
     
(14.9
)
   
 4.6
 
Off  Offsets to net unrealized investment gains or losses included in AOCI (1)
   
(15.1
)
   
(17.1
)
   
(66.4
)
   
(43.5
)
Change in deferred policy acquisition costs
   
(68.9
)
   
(23.3
)
   
(174.8
)
   
(105.9
)
De   Deferred policy acquisition costs, beginning of period
   
1,013.3
     
1,156.1
     
1,119.2
     
1,238.7
 
Deferred policy acquisition costs, end of period
 
$
944.4
   
$
1,132.8
   
$
944.4
   
$
1,132.8
 
———————
(1)
An offset to deferred policy acquisition costs and accumulated other comprehensive income (“AOCI”) is recorded each period to the extent that, had unrealized holding gains or losses from securities classified as available-for-sale actually been realized, an adjustment to deferred policy acquisition costs amortized using gross profits or gross margins would result.

During the three months and nine months ended September 30, 2012 and 2011, deferred expenses primarily consisted of third-party commissions related to fixed indexed annuity sales.
 
 
46

 
 
7.      Sales inducements

The Company currently offers bonus payments to contract owners on certain of its individual life and annuity products. Expenses incurred related to bonus payments are deferred and amortized over the life of the related contracts in a pattern consistent with the amortization of deferred policy acquisition costs. The Company unlocks the assumption used in the amortization of the deferred sales inducement asset consistent with the unlock of assumptions used in determining EGPs. Deferred sales inducements are included in other assets on the consolidated balance sheets and amortization of deferred sales inducements is included in other operating expense on the consolidated statements of comprehensive income.

Changes in Deferred Sales Inducement Activity:
 
Three Months Ended
   
Nine Months Ended
 
($ in millions)
 
September 30,
   
September 30,
 
   
2012
 
2011
   
2012
 
2011
 
       
As restated
and amended
       
As restated
and amended
 
                         
Deferred asset, beginning of period
  $ 47.8     $ 40.6     $ 50.2     $ 20.9  
Sales inducements deferred
    2.7       12.2       12.4       39.1  
Amortization charged to income
    (2.1 )     (0.5 )     (6.2 )     (7.7 )
Offsets to net unrealized investment gains or losses included in AOCI
    10.2       (11.1 )     2.2       (11.1 )
Deferred asset, end of period
  $ 58.6     $ 41.2     $ 58.6     $ 41.2  
 
8.      Investing activities

Debt and equity securities

The following tables present the fixed maturity and equity securities available-for-sale by sector held at September 30, 2012 and December 31, 2011, 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:
 
September 30, 2012
 
($ in millions)
       
Gross
 
Gross
         
OTTI
 
   
Amortized
   
Unrealized
 
Unrealized
   
Fair
   
Recognized
 
   
Cost
   
Gains (1)
 
Losses (1)
   
Value
   
in AOCI (2)
 
                               
U.S. government and agency
  $ 872.8     $ 65.3     $ (5.4 )   $ 932.7     $  
State and political subdivision
    309.1       38.5       (3.1 )     344.5        
Foreign government
    180.2       34.4             214.6        
Corporate
    6,736.1       757.2       (86.9 )     7,406.4       (5.8 )
Commercial mortgage-backed (“CMBS”)
    905.9       75.7       (8.3 )     973.3       (21.8 )
Residential mortgage-backed (“RMBS”)
    1,808.5       102.4       (29.3 )     1,881.6       (98.5 )
CDO/CLO
    242.9       4.0       (30.4 )     216.5       (28.5 )
Other asset-backed
    453.0       27.1       (13.0 )     467.1       5.9  
Available-for-sale debt securities
  $ 11,508.5     $ 1,104.6     $ (176.4 )   $ 12,436.7     $ (148.7 )
                                         
Amounts applicable to the closed block
  $ 5,810.7     $ 665.7     $ (52.3 )   $ 6,424.1     $ (49.4 )
                                         
Available-for-sale equity securities
  $ 28.2     $ 9.4     $ (6.7 )   $ 30.9     $  
                                       
Amounts applicable to the closed block
  $ 11.2     $ 1.7     $ (3.5 )   $ 9.4     $  
———————
(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. 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).
(2)
Represents the amount of non-credit OTTI losses recognized in AOCI excluding net unrealized gains or losses subsequent to the date of impairment.
 
 
47

 
 
8.      Investing activities (continued)
 
Fair Value and Cost of Securities:
 
December 31, 2011
 
($ in millions)
 
As restated and amended
 
         
Gross
   
Gross
         
OTTI
 
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
   
Recognized
 
   
Cost
   
Gains (1)
   
Losses (1)
   
Value
   
in AOCI (2)
 
                               
U.S. government and agency
  $ 678.0     $ 71.6     $ (7.8 )   $ 741.8     $  
State and political subdivision
    259.3       25.4       (2.9 )     281.8        
Foreign government
    185.7       21.2       (1.7 )     205.2        
Corporate
    6,127.9       601.7       (171.4 )     6,558.2       (5.8 )
Commercial mortgage-backed (“CMBS”)
    1,098.9       50.4       (20.0 )     1,129.3       (29.2 )
Residential mortgage-backed (“RMBS”)
    2,094.7       82.9       (70.6 )     2,107.0       (92.2 )
CDO/CLO
    283.8       2.5       (53.9 )     232.4       (36.2 )
Other asset-backed
    538.7       18.9       (16.3 )     541.3       2.8  
Available-for-sale debt securities
  $ 11,267.0     $ 874.6     $ (344.6 )   $ 11,797.0     $ (160.6 )
                                         
Amounts applicable to the closed block
  $ 5,884.0     $ 565.7     $ (126.2 )   $ 6,323.5     $ (53.1 )
                                         
Available-for-sale equity securities
  $ 32.6     $ 10.9     $ (7.8 )   $ 35.7     $  
                                         
Amounts applicable to the closed block
  $ 13.4     $ 3.2     $ (4.0 )   $ 12.6     $  
———————
(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. 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).
(2)
Represents the amount of non-credit OTTI losses recognized in AOCI excluding net unrealized gains or losses subsequent to the date of impairment.

Maturities of Debt Securities:
 
September 30, 2012
 
($ in millions)
 
Amortized
   
Fair
 
   
Cost
   
Value
 
             
Due in one year or less
  $ 930.5     $ 942.0  
Due after one year through five years
    2,048.2       2,224.5  
Due after five years through ten years
    2,621.4       2,917.6  
Due after ten years
    2,498.1       2,814.2  
CMBS/RMBS/ABS/CDO/CLO (1)
    3,410.3       3,538.4  
Total
  $ 11,508.5     $ 12,436.7  
———————
(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 September 30, 2012, 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.

 
48

 

  8.      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:
 
Sept 30,
   
Dec 31,
 
($ in millions)
 
2012
   
2011
 
         
As restated and amended
 
Fixed maturities, available-for-sale
           
  Proceeds from sales
  $ 998.9     $ 1,087.2  
  Proceeds from maturities/repayments
    1,252.3       1,264.0  
  Gross investment gains from sales, prepayments and maturities
    41.4       13.6  
  Gross investment losses from sales and maturities
    (4.9 )     (6.0 )
                 
Equity securities, available-for-sale
               
  Proceeds from sales
  $ 8.1     $ 9.4  
  Gross investment gains from sales
    5.0       3.8  
  Gross investment losses from sales
    (0.3 )     (0.1 )

Aging of Temporarily Impaired Securities:
 
As of September 30, 2012
 
($ 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
  $ 0.9     $     $ 35.5     $ (5.4 )   $ 36.4     $ (5.4 )
State and political subdivision
    12.8       (0.8 )     6.7       (2.3 )     19.5       (3.1 )
Foreign government
                                   
Corporate
    152.5       (7.5 )     362.3       (79.4 )     514.8       (86.9 )
CMBS
    10.7             51.3       (8.3 )     62.0       (8.3 )
RMBS
    37.7       (0.3 )     274.7       (29.0 )     312.4       (29.3 )
CDO/CLO
    22.9       (2.9     145.1       (27.5 )     168.0       (30.4 )
Other asset-backed
    21.1       (1.3 )     36.8       (11.7 )     57.9       (13.0 )
Debt securities
    258.6       (12.8 )     912.4       (163.6 )     1,171.0       (176.4 )
Equity securities
    1.1       (0.2 )     6.3       (6.5 )     7.4       (6.7 )
Total temporarily impaired securities
  $ 259.7     $ (13.0 )   $ 918.7     $ (170.1 )   $ 1,178.4     $ (183.1 )
                                                 
Amounts inside the closed block
  $ 106.6     $ (5.1 )   $ 394.6     $ (50.7 )   $ 501.2     $ (55.8 )
                                                 
Amounts outside the closed block
  $ 153.1     $ (7.9 )   $ 524.1     $ (119.4 )   $ 677.2     $ (127.3 )
                                                 
Amounts outside the closed block that are below investment grade
  $ 46.6     $ (4.2 )   $ 177.8     $ (75.0 )   $ 224.4     $ (79.2 )
                                                 
Number of securities
            70               230               300  

Unrealized losses on below-investment-grade debt securities outside the closed block with a fair value depressed by more than 20% of amortized cost totaled $62.0 million at September 30, 2012, of which $61.0 million was depressed by more than 20% of amortized cost for more than 12 months.

Unrealized losses on below-investment-grade debt securities held in the closed block with a fair value depressed by more than 20% of amortized cost totaled $12.3 million at September 30, 2012, of which $12.3 million was depressed by more than 20% of amortized cost for more than 12 months.

 
49

 

8.      Investing activities (continued)
 
As of September 30, 2012, available-for-sale securities in an unrealized loss position for over 12 months consisted of 223 debt securities and seven equity securities. The debt securities primarily relate to municipal securities, asset backed securities, and corporate securities, 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 fixed maturity 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 is performed, which considers 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 more than 12 months, management performs an analysis on a security by security basis. Although there may be sustained losses for the prior four quarters on these securities, additional information is obtained related to company performance in the third quarter of 2012 which would not indicate that the additional losses are other-than-temporary.

Aging of Temporarily Impaired Securities:
 
As of December 31, 2011
 
($ in millions)
 
As restated and amended
 
   
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
  $     $ (2.4 )   $ 41.2     $ (5.4 )   $ 41.2     $ (7.8 )
State and political subdivision
    26.1       (0.1 )     6.2       (2.8 )     32.3       (2.9 )
Foreign government
    25.6       (1.7 )                 25.6       (1.7 )
Corporate
    367.0       (29.4 )     501.2       (142.0 )     868.2       (171.4 )
CMBS
    132.4       (4.1 )     52.1       (15.9 )     184.5       (20.0 )
RMBS
    178.1       (7.8 )     392.4       (62.8 )     570.5       (70.6 )
CDO/CLO
    15.4       (0.8 )     167.6       (53.1 )     183.0       (53.9 )
Other asset-backed
    101.3       (2.1 )     57.8       (14.2 )     159.1       (16.3 )
Debt securities
    845.9       (48.4 )     1,218.5       (296.2 )     2,064.4       (344.6 )
Equity securities
    12.1       (7.0 )     0.4       (0.8 )     12.5       (7.8 )
Total temporarily impaired securities
  $ 858.0     $ (55.4 )   $ 1,218.9     $ (297.0 )   $ 2,076.9     $ (352.4 )
                                                 
Amounts inside the closed block
  $ 308.5     $ (23.6 )   $ 552.7     $ (106.6 )   $ 861.2     $ (130.2 )
                                                 
Amounts outside the closed block
  $ 549.5     $ (31.8 )   $ 666.2     $ (190.4 )   $ 1,215.7     $ (222.2 )
                                                 
Amounts outside the closed block
  that are below investment grade
  $ 68.8     $ (13.9 )   $ 248.5     $ (125.2 )   $ 317.3     $ (139.1 )
                                                 
Number of securities
            255               304               559  

Unrealized losses on below-investment-grade debt securities outside the closed block with a fair value depressed by more than 20% of amortized cost totaled $120.3 million at December 31, 2011, of which $93.5 million was depressed by more than 20% of amortized cost for more than 12 months.

Unrealized losses on below-investment-grade debt securities held in the closed block with a fair value depressed by more than 20% of amortized cost totaled $39.9 million at December 31, 2011, of which $17.3 million was depressed by more than 20% of amortized cost for more than 12 months.

 
50

 

8.
Investing Activities (continued)

As of December 31, 2011, available-for-sale securities in an unrealized loss position for over 12 months consisted of 302 debt securities and two equity securities. The debt securities primarily relate to municipal securities, asset backed securities, and corporate securities, 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 fixed maturity 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 is performed, which considers 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 more than 12 months, management performs an analysis on a security by security basis. Although there may be sustained losses for the prior four quarters on these securities, additional information is obtained related to company performance in the fourth quarter of 2011 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 fixed maturity 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.

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 September 30, 2012, management does not have the intention to sell, nor does it expect to be required to sell, these securities prior to their recovery.

Fixed income OTTIs recorded in the first nine months of 2012 were primarily concentrated in structured securities. These impairments were driven primarily by increased collateral default rates. In our judgment, these credit events or other adverse conditions of the issuers have caused, or will most likely lead to, a deficiency in the contractual cash flows related to the investment. Therefore, based upon these credit events, we have determined that OTTIs exist. Total debt impairments recognized through earnings related to such credit-related circumstances were $7.1 million for the third quarter of 2012 and $9.7 million for the third quarter of 2011 and $17.5 million for the first nine months of 2012 and $18.5 million for the first nine months of 2011. There were equity security OTTIs of $0 and $1.5 million for the three and nine months ended September 30, 2012 and no equity security OTTIs for the three months and nine months ended September 30, 2011. There were limited partnerships and other investment OTTIs of $0.3 million and $0.3 million, respectively, for the three and nine months ended September 30, 2012. There were no limited partnership and other investment OTTIs for the first nine months of 2011.

 
51

 

8.
Investing Activities (continued)

In addition to these credit-related impairments recognized through earnings, we impaired securities to fair value through other comprehensive loss for any impairments related to non-credit related factors. These types of impairments were driven primarily by market or sector credit spread widening or by a lack of liquidity in the securities. The amount of impairments recognized as an adjustment to other comprehensive loss due to these factors was $(0.2) million for the third quarter of 2012, $21.2 million for the third quarter of 2011, $11.3 million for the first nine months of 2012 and $26.1 million for the first nine months of 2011.

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

Credit Losses Recognized in Earnings on Debt Securities for
 
Three Months Ended
   
Nine Months Ended
 
which a Portion of the OTTI Loss was Recognized in OCI:
 
September 30,
   
September 30,
 
($ in millions)
 
2012
   
2011
   
2012
   
2011
 
         
As restated and amended
         
As restated and amended
 
                         
Balance, beginning of period
  $ (78.8 )   $ (70.8 )   $ (79.1 )   $ (65.8 )
  Add: Credit losses on securities not previously impaired (1)
    (1.5 )     (3.4 )     (3.8 )     (9.1 )
  Add: Credit losses on securities previously impaired (1)
    (5.6 )     (2.4 )     (11.8 )     (4.6 )
  Less: Credit losses on securities impaired due to intent to sell
                       
  Less: Credit losses on securities sold
    5.3       4.0       14.1       6.9  
  Less: Increases in cash flows expected on   previously impaired securities
                       
Balance, end of period
  $ (80.6 )   $ (72.6 )   $ (80.6 )   $ (72.6 )
———————
(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 comprehensive income.

Limited partnerships and other investments

Limited Partnerships and Other Investments:
 
Sept 30,
   
Dec 31,
 
($ in millions)
 
2012
   
2011
 
         
As restated and amended
 
Limited partnerships
           
  Private equity funds
  $ 236.3     $ 233.0  
  Mezzanine funds
    195.6       191.9  
  Infrastructure funds
    40.0       35.4  
  Hedge funds
    13.5       14.9  
  Mortgage and real estate funds
    7.9       12.4  
Leverage leases
    18.3       24.1  
Direct equity investments
    21.6       28.5  
Life settlements
    20.6       21.1  
Other alternative assets
    5.4       4.0  
Limited partnerships and other investments
  $ 559.2     $ 565.3  
                 
Amounts applicable to the closed block
  $ 342.3     $ 338.0  

Summarized financial information for these equity method investees is reported on a three-month delay due to the timing of financial statements as of the current reporting period.

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.

 
52

 

8.
Investing Activities (continued)

Sources of Net Investment Income:
 
Three Months Ended
   
Nine Months Ended
 
($ in millions)
 
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
         
As restated and amended
         
As restated and amended
 
                         
Debt securities
  $ 158.9     $ 153.8     $ 462.2     $ 457.4  
Equity securities
    0.5       0.5       2.4       1.1  
Limited partnerships and other investments
    14.0       13.6       48.5       48.1  
Policy loans
    35.7       42.5       120.7       128.1  
Fair value investments
    (0.1 )     (4.4 )     1.5       0.1  
Total investment income
    209.0       206.0       635.3       634.8  
Less: Discontinued operations
    0.4       0.5       1.6       1.5  
Less: Investment expenses
    3.5       2.0       10.4       5.2  
Net investment income
  $ 205.1     $ 203.5     $ 623.3     $ 628.1  
                                 
Amounts applicable to the closed block
  $ 115.7     $ 113.2     $ 343.5     $ 358.2  

Net realized investment gains (losses)

Sources and Types of
 
Three Months Ended
   
Nine Months Ended
 
Net Realized Investment Gains (Losses):
 
September 30,
   
September 30,
 
($ in millions)
 
2012
   
2011
   
2012
   
2011
 
         
As restated
and amended
         
As restated
and amended
 
                         
Total other-than-temporary debt impairments
  $ (6.9 )   $ (30.9 )   $ (28.8 )   $ (44.6 )
Portion of loss recognized in OCI
    (0.2 )     21.2       11.3       26.1  
Net debt impairment losses recognized in earnings
  $ (7.1 )   $ (9.7 )   $ (17.5 )   $ (18.5 )
                                 
Debt security impairments:
                               
  U.S. government and agency
  $     $     $     $  
  State and political subdivision
                       
  Foreign government
                       
  Corporate
          (3.2 )     (0.6 )     (7.5 )
  CMBS
    (3.3 )     (2.5 )     (4.5 )     (2.5 )
  RMBS
    (2.6 )     (2.5 )     (10.4 )     (7.0 )
  CDO/CLO
    (0.7 )     (1.2 )     (0.7 )     (1.2 )
  Other asset-backed
    (0.5 )     (0.3     (1.3 )     (0.3 )
Net debt security impairments
    (7.1 )     (9.7 )     (17.5 )     (18.5 )
Equity security impairments
                (1.5 )      
Limited partnerships and other investment impairments
    (0.3 )           (0.3 )      
Impairment losses
    (7.4 )     (9.7 )     (19.3 )     (18.5 )
Debt security transaction gains
    33.4       1.8       41.4       13.1  
Debt security transaction losses
    (1.3 )     (1.0 )     (4.9 )     (3.9 )
Equity security transaction gains
    5.0             5.0       0.1  
Equity security transaction losses
    (0.2 )     (0.1 )     (0.3 )     (0.1 )
Limited partnerships and other investment transaction gains
    5.5       0.2       6.8       2.6  
Limited partnerships and other investment transaction losses
    (1.5 )     (0.4 )     (2.5 )     (2.4 )
Net transaction gains
    40.9       0.5       45.5       9.4  
Derivative instruments
    (14.2 )     52.3       (33.4 )     35.7  
Embedded derivatives (1)
    7.1       (50.5 )     6.9       (42.9 )
Fair value investments
    1.1       (2.7 )     1.9       (1.7 )
Net realized investment gains (losses), excluding impairment losses
    34.9       (0.4     20.9       0.5  
Net realized investment gains (losses), including impairment losses
  $ 27.5     $ (10.1 )   $ 1.6     $ (18.0 )
———————
(1)
Includes the change in fair value of embedded derivatives associated with variable annuity GMWB, GMAB and COMBO riders. See Note 11 to these financial statements for additional disclosures.

 
53

 

8.
Investing Activities (continued)

Unrealized investment gains (losses)
 
Sources of Changes in
 
Three Months Ended
   
Nine Months Ended
 
Net Unrealized Investment Gains (Losses):
 
September 30,
   
September 30,
 
($ in millions)
 
2012
   
2011
   
2012
   
2011
 
         
As restated
and amended
         
As restated
and amended
 
                         
Debt securities
 
$
193.6
   
$
93.2
   
$
398.2
   
$
252.0
 
Equity securities
   
(3.3
   
(4.3
)
   
(0.4
   
(3.8
)
Other investments
   
     
(0.1
)
   
     
(0.1
)
Net unrealized investment gains
 
$
190.3
   
$
88.8
   
$
397.8
   
$
248.1
 
                                 
Net unrealized investment gains
 
$
190.3
   
$
88.8
   
$
397.8
   
$
248.1
 
Applicable closed block policyholder dividend obligation
   
84.7
     
73.5
     
171.5
     
155.4
 
Applicable deferred policy acquisition cost
   
15.1
 
   
17.1
 
   
66.4
 
   
43.5
 
Applicable other actuarial offsets
   
58.9
     
13.4
     
77.6
     
10.4
 
Applicable deferred income tax expense
   
38.6
     
(30.1
)
   
83.5
     
1.1
 
Offsets to net unrealized investment gains
   
197.3
     
73.9
     
399.0
     
210.4
 
Net unrealized investment gains (losses) included in OCI
 
$
(7.0
)
 
$
14.9
   
$
(1.2
)
 
$
37.7
 

The following table presents the total assets and total liabilities relating to consolidated VIEs at September 30, 2012 and December 31, 2011.

Carrying Value of Assets and Liabilities for
 
September 30, 2012
   
December 31, 2011
 
Consolidated Variable Interest Entities:
                   
As restated and amended
 
($ in millions)
             
Maximum
               
Maximum
 
               
Exposure
               
Exposure
 
   
Assets
   
Liabilities
   
to Loss (1)
   
Assets
   
Liabilities
   
to Loss (1)
 
                                     
Debt securities, at fair value (2)
  $ 3.6     $     $ 3.5     $ 0.3     $     $ 0.2  
Equity securities, at fair value (2)
    22.7             18.5       27.8             26.5  
Cash and cash equivalents
    9.7             9.5       3.5             3.3  
Investment in partnership interests
    15.4             15.4       14.6             14.6  
Investment in single asset LLCs
    5.0             4.1       1.7             1.0  
Other assets
    0.2             0.2       0.1              
Total assets of consolidated VIEs
  $ 56.6     $     $ 51.2     $ 48.0     $     $ 45.6  
Other liabilities
          0.1       0.1             0.1       0.1  
Total liabilities of consolidated VIEs
  $     $ 0.1     $ 0.1     $     $ 0.1     $ 0.1  
———————
(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 for September 30, 2012 and December 31, 2011 excludes unfunded commitments of $3.1 million and $3.6 million, respectively.
(2)
Included in fair value investments on the consolidated balance sheets.
 
Consolidated variable interest entities
 
Effective January 1, 2010, the Company adopted guidance related to consolidation of VIEs. The revised consolidation guidance amended the definition as well as the method of determining whether an entity is the primary beneficiary of a VIE to a qualitative model. Under the new model, an entity that has both the ability to direct the significant activities of the VIE and the obligation to receive the benefits or absorb the losses that is significant to the VIE is considered the primary beneficiary. This update requires ongoing assessment and enhanced disclosures including the effect of the Company’s involvement with VIEs on its financial statements.
 
 
54

 

8.
Investing Activities (continued)
 
The Company regularly invests in private equity type fund structures which are 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 hold investments in certain entities that are VIEs. In some situations, we hold both the power to direct the most significant activities of the entity and an economic interest in the entity. We perform ongoing assessments of our investments in VIEs to determine whether we have the power to direct the activities in the VIE and, therefore, would be considered to be the primary beneficiary of the entity. An entity would be considered a primary beneficiary and be required to consolidate a VIE when the entity has both the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and the obligation to absorb losses, or right to receive benefits, that could potentially be significant to the VIE. As such, 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 LLCs and a fund of fund investment structure and have investments in homogenous types of assets presented below.
 
Carrying Value of Assets and Liabilities
September 30, 2012
 
December 31, 2011
 
and Maximum Exposure Loss Relating
           
As restated and amended
 
to Variable Interest Entities:
       
Maximum
         
Maximum
 
($ in millions)
       
Exposure
         
Exposure
 
 
Assets
 
Liabilities
 
to Loss (1)
 
Assets
 
Liabilities
 
to Loss (1)
 
                                     
Limited partnerships
  $ 125.6     $     $ 192.4     $ 133.2     $     $ 201.6  
LLCs
    3.3             3.3       8.5             8.5  
Total
  $ 128.9     $     $ 195.7     $ 141.7     $     $ 210.1  
———————
(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.
 
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. Maximum exposure to an issuer or derivative counterparty is defined by quality ratings, with higher quality issuers having larger exposure limits. As of September 30, 2012, we were exposed to the credit concentration risk of one single issuer, Deutsche Bank AG, representing 10.8% 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. Included in fixed maturities are below-investment-grade assets totaling $1,010.1 million and $949.6 million at September 30, 2012 and December 31, 2011, respectively. 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 September 30, 2012, we held derivative assets, net of liabilities, with a fair value of $131.6 million. Derivative credit exposure was diversified with ten different counterparties. We also had debt securities of these issuers with a fair value of $172.8 million as of September 30, 2012. Our maximum amount of loss due to credit risk with these issuers was $304.4 million as of September 30, 2012. See Note  12 to these financial statements for more information regarding derivatives.
 
9.      Financing Activities

Indebtedness at Carrying Value:
 
Sept 30,
   
Dec 31,
 
($ in millions)
 
2012
   
2011
 
             
7.15% surplus notes
  $ 126.1     $ 174.2  
7.45% senior unsecured bonds
    252.7       252.7  
Total indebtedness
  $ 378.8     $ 426.9  

Our 7.15% surplus notes are an obligation of Phoenix Life and are due December 15, 2034. The carrying value of the 2034 notes is net of $0.6 million of unamortized original issue discount. 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. 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. On September 21, 2012, Phoenix Life repurchased $48.3 million par amount of its outstanding 7.15% surplus notes, including $0.2 million in original issue discount, for aggregate consideration of $36.2 million.

The Phoenix Companies, Inc. senior unsecured bonds were issued in December 2001 for gross proceeds of $300.0 million (net proceeds of $290.6 million) and mature in January 2032. We pay interest at an annual rate of 7.45%. We may redeem any or all of the 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 September 30, 2012. During the nine months ended September 30 2012, no repurchases were made. During 2011, we repurchased $0.8 million of par value of these bonds for $0.6 million, resulting in a gain of $0.2 million.

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 September 30, 2012 are $252.7 million in 2032 and $126.7 million in 2034. There are no debt maturities in 2013 through 2018.

 
55

 
 
9.      Financing Activities (continued)

Interest Expense on Indebtedness, including
Three Months Ended
 
Nine Months Ended
 
Amortization of Debt Issuance Costs:
September 30,
 
September 30,
 
($ in millions)
2012
 
2011
 
2012
 
2011
 
                         
Surplus notes
  $ 3.1     $ 3.1     $ 9.4     $ 9.4  
Senior unsecured bonds
    4.8       4.8       14.3       14.3  
Interest expense on indebtedness
  $ 7.9     $ 7.9     $ 23.7     $ 23.7  
 
10.           Common Stock and Stock Repurchase Program

We have authorization for the issuance of 50 million shares of our common stock. The Company affected a 1-for-20 reverse stock split of its common stock following market close on August 10, 2012 which resulted in a decrease in the common stock balance with a corresponding increase in the additional paid in capital balance. As part of the reverse stock split, the par value remained at $0.01 per share. No fractional shares were issuable in connection with the reverse stock split. Instead, shareholders were entitled to receive cash in lieu of fractional shares, based on the closing price of the Company’s common stock on August 10, 2012. As a result of the reverse stock split, an aggregate of $2.9 million was payable to shareholders for such fractional shares.

Following the reverse stock split, the Company offered an odd lot program that provided post-reverse stock split shareholders who held fewer than 100 shares with a voluntary limited time means to sell their shares, purchase enough additional shares to increase their holding to a round lot of 100 shares or make a charitable donation of their shares. The odd lot program terminated as of October 26, 2012.

On September 20, 2012, the Board of Directors (the “Board”) of the Company authorized a program to repurchase up to an aggregate amount of $25.0 million (not including fees and expenses) of the Company’s outstanding common stock shares. 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. No time limit was placed on the duration of the program, which may be modified, extended or terminated by the Board at any time. The Board also terminated, effective September 20, 2012, the Company’s existing stock repurchase program, which was announced on August 5, 2002. There were no repurchases in 2012.

Through September 30, 2012, 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 September 30, 2012, we had 5.7 million shares outstanding, net of 0.7 million common shares of treasury stock. 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 September 30, 2012, we also had 0.5 million common shares reserved for issuance under our stock option plans (0.3 million shares) and our restricted stock unit (“RSU”) plans (0.2 million shares). Please note that these share and RSU amounts for all periods reflect the 1-for-20 reverse stock split, which became effective on August 10, 2012.

State Farm Mutual Automobile Insurance Company (“State Farm”) currently owns of record 5.2% of our outstanding common stock. In the three months ended September 30, 2012 and September 30, 2011, we incurred $0.5 million and $0.6 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.
 
11.      Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives

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. Our separate account products include variable annuities and variable life insurance contracts. 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. In 2012 and 2011, there were no gains or losses on transfers of assets from the general account to a separate account.
 
 
56

 
 
11.
Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives
 
(continued)

Assets with fair value and carrying value of $1.7 billion 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.

On May 21, 2012, the employee pension plan surrendered its variable annuity contract with PHLVIC. All assets held within the employee pension plan separate account were subsequently transferred to the direct control of the plan’s trustee. This resulted in a decrease in separate account assets and liabilities of $464.2 million during the quarter ended September 30, 2012.

Separate Account Investments of Account Balances of Variable Annuity Contracts with Guarantees:
 
Sept 30,
   
Dec 31,
 
($ in millions)
 
2012
   
2011
 
             
Debt securities
  $ 495.5     $ 515.4  
Equity funds
    1,902.8       1,883.3  
Other
    73.1       81.7  
Total
  $ 2,471.4     $ 2,480.4  

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 consistent with those used for amortizing deferred policy acquisition costs.
 
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 deferred policy acquisition costs.

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, excluding policyholder dividends, on our consolidated statements of 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 Guaranteed Insurance Benefit Liability Balances:
Year Ended
 
($ in millions)
September 30, 2012
 
 
Annuity
 
Annuity
 
 
GMDB
 
GMIB
 
             
Liability balance as of January 1, 2012
  $ 16.4     $ 17.8  
Incurred
    (0.4 )     3.8  
Paid
    (1.0 )      
Assumption unlocking
          (0.2 )
Liability balance as of September 30, 2012
  $ 15.0     $ 21.4  

 
57

 

11.
Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives
 
(continued)

Changes in Guaranteed Insurance Benefit Liability Balances:
 
Year Ended
 
($ in millions)
 
December 31, 2011
 
   
As restated and amended
 
   
Annuity
   
Annuity
 
   
GMDB
   
GMIB
 
             
Liability balance as of January 1, 2011
  $ 17.7     $ 18.1  
Incurred
    0.8       (0.7 )
Paid
    (2.1 )      
Assumption unlocking
          0.4  
Liability balance as of December 31, 2011
  $ 16.4     $ 17.8  

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 the 2012 Form 10-K:

GMDB and GMIB Benefits by Type:
       
NAR
   
Average
 
($ in millions)
 
Account
   
after
   
Attained Age
 
   
Value
   
Reinsurance
   
of Annuitant
 
September 30, 2012
                 
GMDB return of premium
  $ 819.9     $ 8.0       62  
GMDB step up
    1,994.0       30.2       62  
GMDB earnings enhancement benefit (“EEB”)
    39.0       0.1       63  
GMDB greater of annual step up and roll up
    27.5       7.5       66  
Total GMDB at September 30, 2012
    2,880.4     $ 45.8          
Less: General account value with GMDB
    427.1                  
  Subtotal separate account liabilities with GMDB
    2,453.3                  
Separate account liabilities without GMDB
    942.1                  
Total separate account liabilities
  $ 3,395.4                  
GMIB (1) at September 30, 2012
  $ 427.3               63  
                         
December 31, 2011 as restated and amended
                       
GMDB return of premium
  $ 839.6     $ 22.5       61  
GMDB step up
    1,999.5       99.1       62  
GMDB earnings enhancement benefit (“EEB”)
    39.8       0.4       62  
GMDB greater of annual step up and roll up
    27.1       8.8       66  
Total GMDB at December 31, 2011
    2,906.0     $ 130.8          
Less: General account value with GMDB
    444.1                  
  Subtotal separate account liabilities with GMDB
    2,461.9                  
Separate account liabilities without GMDB
    1,355.0                  
Total separate account liabilities
  $ 3,816.9                  
GMIB (1) at December 31, 2011
  $ 442.1               63  
———————
(1)
Policies with a GMIB also have a GMDB. The NAR for each benefit is shown in the table above, 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.

Fixed indexed annuity guaranteed benefits

Many of our fixed indexed annuities contain guaranteed minimum withdrawal and death benefits.
 
 
58

 
 
11.
Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives
 
(continued)

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 indexed crediting option, are fixed income instruments. These liabilities are determined by estimating the expected value of the withdrawal benefits in excess of the projected account balance at the date of election and recognizing the excess ratably over the accumulation period based on total expected assessments. The assumptions used for calculating such guaranteed withdrawal benefit liabilities are consistent with those used for amortizing deferred policy acquisition costs. Some of these riders also contain a GMDB or chronic care benefit in addition to the withdrawal benefits.

The GMWB, GMDB and chronic care guarantees are recorded in policy liabilities and accruals on our consolidated balance sheets. Changes in the liability are recorded in policy benefits, excluding policyholder dividends, on our consolidated statements of 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 Guaranteed Liability Balances:
Fixed Indexed Annuity
 
($ in millions)
GMWB & GMDB
 
 
Sept 30,
 
Dec 31,
 
 
2012
 
2011
 
       
As restated and amended
 
             
Liability balance, beginning of period
  $ 5.6     $ 0.5  
Incurred
    32.3       5.1  
Paid
           
Liability balance, end of period
  $ 37.9     $ 5.6  

Universal life

Liabilities for universal life contracts, 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 consistent with those used for amortizing deferred policy acquisition costs.

Changes in Guaranteed Liability Balances:
Universal Life
($ in millions)
GMWB & GMDB
 
Sept 30,
 
Dec 31,
 
2012
 
2011
       
As restated and amended
           
Liability balance, beginning of period
$
115.9 
 
$
104.5 
Incurred
 
15.0 
   
34.6 
Paid
 
(7.2)
   
(6.2)
Assumption unlocking
 
— 
   
(17.0)
Liability balance, end of period
$
123.7 
 
$
115.9 

Embedded derivatives

Variable annuity embedded derivatives

Certain separate account variable products contain a GMWB, GMAB and/or COMBO rider as defined in the 2012 Form 10-K. These features are accounted for as embedded derivatives as described below.

 
59

 

11.
Separate Accounts, Death Benefits and Other Insurance Benefit Features and Embedded Product Derivatives
 
(continued)

Non-Insurance Guaranteed Product Features:
       
Average
 
($ in millions)
       
Attained
 
   
Account
   
Age of
 
   
Value
   
Annuitant
 
September 30, 2012
           
GMWB
  $ 590.6       63  
GMAB
    397.2       58  
COMBO
    10.2       61  
Total at September 30, 2012
  $ 998.0          
                 
December 31, 2011 as restated and amended
               
GMWB
  $ 572.5       62  
GMAB
    385.6       57  
COMBO
    10.1       61  
Total at December 31, 2011
  $ 968.2          

Variable Annuity Embedded Derivative Liabilities:
 
Sept 30,
   
Dec 31,
 
($ in millions)
 
2012
   
2011
 
         
As restated
 
         
and amended
 
             
GMWB
  $ 19.0     $ 23.6  
GMAB
    17.1       25.3  
COMBO
    (0.4 )     (0.3 )
Total variable annuity embedded derivative liabilities
  $ 35.7     $ 48.6  

There were no benefit payments made for the GMWB and GMAB during 2012 and 2011. 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.

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. The index options represent embedded derivative liabilities that are required to be reported separately from the host contract. These index options are accounted for at fair value within policyholder deposits within the consolidated balance sheets with changes in fair value recorded in realized investment gains, in the consolidated statements of comprehensive income. Several additional inputs reflect our internally developed assumptions related to lapse rates and policyholder behavior. The fair value of these embedded derivatives was $48.7 million and $35.9 million as of September 30, 2012 and December 31 2011, respectively. In order to manage the risk associated with these equity indexed-crediting features, we hedge using equity index options as described in Note 12 to these financial statements.
 
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 comprehensive income. Embedded derivatives gains and (losses) recognized in earnings for the three and nine months ended September 30, 2012 are $7.1 million and $6.9 million. Embedded derivatives gains and (losses) recognized in earnings for the three and nine months ended September 30, 2011 are $(50.5) million and $(42.9) million.

 
60

 

12.      Derivative Instruments

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. 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 September 30, 2012 and December 31, 2011, $9.3 million and $8.0 million, respectively, of cash and cash equivalents were held as collateral by a third party related to our derivative transactions.

Our derivatives do not qualify for hedge accounting. We do not designate the purchased derivatives related to variable annuity living benefits or fixed indexed annuity index credits as hedges for accounting purposes.

Derivative Instruments:
             
Fair Value as of
 
($ in millions)
       
Notional
   
September 30, 2012
 
   
Maturity
   
Amount
   
Assets
   
Liabilities (1)
 
                         
Interest rate swaps
  2016-2027     $ 180.0     $ 16.8     $ 8.2  
Variance swaps
  2015-2017       0.9             3.1  
Swaptions
  2024       25.0              
Put options
  2015-2022       406.0       80.9        
Call options (2)
  2013-2017       1,261.7       77.4       48.7  
Cross currency swaps
  2016       10.0       0.2        
Equity futures
  2013       184.2       19.8        
Total derivative instruments
        $ 2,067.8     $ 195.1     $ 60.0  
———————
(1)
Derivative liabilities are included in other liabilities on the consolidated balance sheets.
(2)
Includes a contingent receivable of $3.5 million.

Derivative Instruments:
             
Fair Value as of
 
($ in millions)
             
December 31, 2011
 
         
Notional
   
As restated and amended
 
   
Maturity
   
Amount
   
Assets
   
Liabilities (1)
 
                         
Interest rate swaps
  2017-2026     $ 131.0     $ 13.7     $ 5.2  
Variance swaps
  2015-2017       0.9       2.8        
Swaptions
  2024       25.0       0.2        
Put options
  2015-2022       406.0       95.4        
Call options (2)
  2012-2016       700.4       31.4       19.0  
Cross currency swaps
  2012-2016       15.0       0.2        
Equity futures
  2012       70.0       18.5        
Total derivative instruments
        $ 1,348.3     $ 162.2     $ 24.2  
———————
(1)
Derivative liabilities are included in other liabilities on the consolidated balance sheets.
(2)
Includes a contingent receivable of $3.4 million.
 
 
61

 
 
12.      Derivative Instruments (continued)

Derivative Instrument Gains (Losses) Recognized in
 
Three Months Ended
   
Nine Months Ended
 
Realized Investment Gains (Losses):
 
September 30,
   
September 30,
 
($ in millions)
 
2012
   
2011
   
2012
   
2011
 
         
As restated and amended
         
As restated and amended
 
                         
Interest rate swaps
  $ (0.4 )   $ 9.0     $ 0.5     $ 10.5  
Variance swaps
    (1.8 )     5.1       (6.4 )     3.5  
Swaptions
          (0.4 )     (0.2 )     (1.3 )
Put options
    (8.4 )     32.9       (14.6 )     24.3  
Call options
    7.4       (11.0 )     7.6       (11.0 )
Equity futures
    (11.1 )     15.6       (20.5 )     9.9  
Cross currency swaps
    0.1       1.1       0.2       (0.2 )
Embedded derivatives
    7.1       (50.5 )     6.9       (42.9 )
Total derivative instrument losses recognized in realized investment gains (losses)
  $ (7.1 )   $ 1.8     $ (26.5 )   $ (7.2 )

Contingent features

In certain derivative counterparty agreements, our financial strength ratings are below the specified threshold levels. However, the Company held no derivative instruments as of September 30, 2012 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).
 
13.      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.

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.
 
 
62

 

13.      Fair Value of Financial Instruments (continued)

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 September 30, 2012 and December 31, 2011.

Fair Values of Financial Instruments by Level:
 
As of September 30, 2012
 
($ in millions)
 
Level 1
   
Level 2
   
Level 3
 
Total
 
                       
Assets
                     
Available-for-sale debt securities
                     
  U.S. government and agency
  $ 499.7     $ 112.4     $ 320.6 (1) $ 932.7  
  State and political subdivision
          151.6       192.9     344.5  
  Foreign government
          159.6       55.0     214.6  
  Corporate
          3,673.2       3,733.2     7,406.4  
  CMBS
          899.6       73.7     973.3  
  RMBS
          1,048.8       832.8     1,881.6  
  CDO/CLO
                216.5     216.5  
  Other asset-backed
          146.1       321.0     467.1  
Available-for-sale equity securities
    1.6             29.3     30.9  
Derivative assets
    19.8       175.3           195.1  
Fair value investments (2)
    31.8       17.9       164.1     213.8  
Separate account assets
    3,395.4                 3,395.4  
Total assets
  $ 3,948.3     $ 6,384.5     $ 5,939.1   $ 16,271.9  
Liabilities
                             
Derivative liabilities
  $     $ 60.0     $   $ 60.0  
Embedded derivatives
                84.4     84.4  
Total liabilities
  $     $ 60.0     $ 84.4   $ 144.4  
———————
(1)
Includes securities whose underlying collateral is an obligation of a U.S. government entity.
(2)
Fair value investments at September 30, 2012 include $144.3 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 $22.8 million as of September 30, 2012. Changes in the fair value of these assets are recorded through net investment income. Additionally, $46.7 million of assets relate to investment holdings of consolidated VIEs held at fair value, $8.7 million of which are Level 1 securities.

There were no transfers of assets between Level 1 and Level 2 during the nine months ended September 30, 2012.

 
63

 
 
13.      Fair Value of Financial Instruments (continued)

Fair Values of Financial Instruments by Level:
 
As of December 31, 2011
 
($ in millions)
 
As restated and amended
 
   
Level 1
   
Level 2
   
Level 3
 
Total
 
                       
Assets
                     
Available-for-sale debt securities
                     
  U.S. government and agency
  $ 268.2     $ 137.4     $ 336.2 (1) $ 741.8  
  State and political subdivision
          165.2       116.6     281.8  
  Foreign government
          153.4       51.8     205.2  
  Corporate
          3,056.7       3,501.5     6,558.2  
  CMBS
          1,028.7       100.6     1,129.3  
  RMBS
          1,162.8       944.2     2,107.0  
  CDO/CLO
                232.4     232.4  
  Other asset-backed
          205.8       335.5     541.3  
Available-for-sale equity securities
    1.5       4.8       29.4     35.7  
Derivative assets
    18.9       143.3           162.2  
Fair value investments (2)
    23.7       15.5       144.8     184.0  
Separate account assets
    3,738.6       78.3           3,816.9  
Total assets
  $ 4,050.9     $ 6,151.9     $ 5,793.0   $ 15,995.8  
Liabilities
                             
Derivative liabilities
  $     $ 24.2     $   $ 24.2  
Embedded derivatives
                84.5     84.5  
Total liabilities
  $     $ 24.2     $ 84.5   $ 108.7  
———————
(1)
Includes securities whose underlying collateral is an obligation of a U.S. government entity.
(2)
Fair value investments at December 31, 2011 include $117.9 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 $22.1 million as of December 31, 2011. Changes in the fair value of these assets are recorded through net investment income. Additionally, $44.0 million of assets relate to investment holdings of consolidated VIEs held at fair value, $1.6 million of which are Level 1 securities.

There were no transfers of assets between Level 1 and Level 2 during the year ended December 31, 2011.

Available-for-sale debt securities as of September 30, 2012 and December 31, 2011, respectively are reported net of $33.9 million and $62.0 million of Level 2 investments included in discontinued assets on the consolidated balance sheets related to discontinued reinsurance operations.

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

Fair Values of Corporates by Level and Sector:
 
As of September 30, 2012
 
($ in millions)
 
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Corporates
                       
Consumer
  $     $ 1,056.5     $ 1,837.2     $ 2,893.7  
Energy
          245.8       144.3       390.1  
Financial services
          1,421.9       760.9       2,182.8  
Technical/communications
          149.9       35.8       185.7  
Transportation
          72.8       149.2       222.0  
Utilities
          519.5       623.9       1,143.4  
Other
          206.8       181.9       388.7  
Total corporates
  $     $ 3,673.2     $ 3,733.2     $ 7,406.4  

 
64

 

13.      Fair Value of Financial Instruments (continued)

Fair Values of Corporates by Level and Sector:
 
As of December 31, 2011
 
($ in millions)
 
As restated and amended
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
                         
Corporates
                       
Consumer
  $     $ 898.4     $ 1,662.4     $ 2,560.8  
Energy
          171.7       131.4       303.1  
Financial services
          1,221.3       721.9       1,943.2  
Technical/communications
          130.9       23.8       154.7  
Transportation
          60.2       187.4       247.6  
Utilities
          467.4       619.2       1,086.6  
Other
          106.8       155.4       262.2  
Total corporates
  $     $ 3,056.7     $ 3,501.5     $ 6,558.2  

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 significant inputs and 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 September 30, 2012
 
($ in millions)
                               
Realized &
             
                                 
unrealized
   
Unrealized
       
                                 
gains
   
gains
       
   
Balance,
               
Transfers
   
Transfers
   
(losses)
   
(losses)
       
   
beginning
               
into
   
out of
   
included
   
included
       
   
of period
   
Purchases
   
Sales
   
Level 3
   
Level 3
   
in income (1)
   
in OCI
   
Total
 
Assets
                                               
Available-for-sale debt securities
                                               
  U.S. government and agency (2)
 
$
322.9
   
$
0.6
   
$
(2.3
)
 
$
   
$
   
$
0.2
   
$
(0.8
)
 
$
320.6
 
  State and political subdivision
   
181.7
     
10.2
     
(0.4
   
     
     
     
1.4
     
192.9
 
  Foreign government
   
52.9
     
     
     
     
     
     
2.1
     
55.0
 
  Corporate
   
3,702.2
     
88.4
     
(10.2
   
     
(18.8
   
     
(28.4
)
   
3,733.2
 
  CMBS
   
99.2
     
     
     
     
     
     
(25.5
)
   
73.7
 
  RMBS
   
857.5
     
3.8
     
(9.1
   
     
     
(0.4
)
   
(19.0
)
   
832.8
 
  CDO/CLO
   
207.6
     
     
(5.5
   
     
     
0.5
     
13.9
     
216.5
 
  Other asset-backed
   
297.5
     
3.5
     
(5.9
   
32.5
     
     
(0.5
)
   
(6.1
)
   
321.0
 
Available-for-sale equity securities
   
36.0
     
     
     
     
     
(1.5
)
   
(5.2
)
   
29.3
 
Fair value investments
   
159.3
     
1.8
     
(10.2
   
     
(1.4
)
   
14.6
     
     
164.1
 
Total assets
 
$
5,916.8
   
$
108.3
   
$
(43.6
)
 
$
32.5
   
$
(20.2
)
 
$
12.9
   
$
(67.6
)
 
$
5,939.1
 
———————
(1)
Reflected in realized investment gains and losses for all assets except limited partnerships and other investments and fair value investments.
(2)
Includes securities whose underlying collateral is an obligation of a U.S. government entity.

 
65

 

13.      Fair Value of Financial Instruments (continued)
 
Level 3 Financial Assets:
 
Three months ended September 30, 2011
 
($ in millions)
 
As restated and amended
 
                                 
Realized &
             
                                 
unrealized
   
Unrealized
       
                                 
gains
   
gains
       
   
Balance,
               
Transfers
   
Transfers
   
(losses)
   
(losses)
       
   
beginning
               
into
   
out of
   
included
   
included
       
   
of period
   
Purchases
   
Sales
   
Level 3
   
Level 3
   
in income (1)
   
in OCI
   
Total
 
Assets
                                               
A      Available-for-sale debt securities
                                               
          U.S. government and agency (2)
 
$
331.7
   
$
   
$
(2.1
)
 
$
   
$
   
$
   
$
22.5
   
$
352.1
 
          State and political subdivision
   
74.1
     
     
(0.7
)
   
2.5
     
     
     
16.9
     
92.8
 
  Foreign government
   
46.0
     
     
     
     
     
     
(7.1
)
   
38.9
 
  Corporate
   
3,276.7
     
26.9
     
(16.4
)
   
175.0
     
(7.2
)
   
(2.6
)
   
(1.6
)
   
3,450.8
 
  CMBS
   
89.2
     
8.9
     
(2.0
)
   
     
     
(2.5
)
   
(9.8
)
   
83.8
 
  RMBS
   
1,022.9
     
44.0
     
(38.9
)
   
     
     
(1.7
)
   
(46.4
)
   
979.9
 
  CDO/CLO
   
230.5
     
10.1
     
(3.7
)
   
     
     
(1.2
)
   
(20.3
)
   
215.4
 
  Other asset-backed
   
357.1
     
7.8
     
(10.0
)
   
     
     
(0.3
)
   
(10.4
)
   
 344.2
 
A v Available-for-sale equity securities
   
39.9
     
     
     
1.1
     
     
     
(3.4
)
   
37.6
 
Fair value investments
   
143.4
     
     
(1.0
)
   
     
     
(5.6
)
   
     
136.8
 
Total assets
 
$
5,611.5
   
$
97.7
   
$
(74.8
)
 
$
178.6
   
$
(7.2
)
 
$
(13.9
)
 
$
(59.6
)
 
$
5,732.3
 
———————
(1)
Reflected in realized investment gains and losses for all assets except limited partnerships and other investments and fair value investments.
(2)
Includes securities whose underlying collateral is an obligation of a U.S. government entity.

Level 3 Financial Assets:
 
Nine months ended September 30, 2012
 
($ in millions)
                               
Realized &
             
                                 
unrealized
   
Unrealized
       
                                 
gains
   
gains
       
   
Balance,
               
Transfers
   
Transfers
   
(losses)
   
(losses)
       
   
beginning
               
into
   
out of
   
included
   
included
       
   
of period
   
Purchases
   
Sales
   
Level 3
   
Level 3
   
in income (1)
   
in OCI
   
Total
 
Assets
                                               
Available-for-sale debt securities
                                               
  U.S. government and agency (2)
  $ 336.2     $ 2.6     $ (13.9 )   $     $     $ 0.2     $ (4.5 )   $ 320.6  
  State and political subdivision
    116.6       40.5       (2.5 )     22.2       (8.3 )           24.4       192.9  
  Foreign government
    51.8       5.0       (0.1 )                       (1.7 )     55.0  
  Corporate
    3,501.5       457.6       (65.8 )     56.3       (122.4 )     (0.5 )     (93.5 )     3,733.2  
  CMBS
    100.6             (8.2 )     12.1       (37.1 )     (4.2 )     10.5       73.7  
  RMBS
    944.2       2.9       (94.6 )                 (6.7 )     (13.0 )     832.8  
  CDO/CLO
    232.4       9.9       (18.6 )                 1.3       (8.5 )     216.5  
  Other asset-backed
    335.5       17.2       (26.4 )     0.1       (11.4 )     (1.5 )     7.5       321.0  
Available-for-sale equity securities
    29.4       5.6             4.8             (1.5 )     (9.0 )     29.3  
Fair value investments
    144.8       26.3       (9.0 )                 2.0             164.1  
Total assets
  $ 5,793.0     $ 567.6     $ (239.1 )   $ 95.5     $ (179.2 )   $ (10.9 )   $ (87.8 )   $ 5,939.1  
———————
(1)
Reflected in realized investment gains and losses for all assets except limited partnerships and other investments and fair value investments.
(2)
Includes securities whose underlying collateral is an obligation of a U.S. government entity.

 
66

 

13.      Fair Value of Financial Instruments (continued)

Level 3 Financial Assets:
 
Nine months ended September 30, 2011
 
($ in millions)
 
As restated and amended
 
                                 
Realized &
             
                                 
unrealized
   
Unrealized
       
                                 
gains
   
gains
       
   
Balance,
               
Transfers
   
Transfers
   
(losses)
   
(losses)
       
   
beginning
               
into
   
out of
   
included
   
included
       
   
of period
   
Purchases
   
Sales
   
Level 3
   
Level 3
   
in income (1)
   
in OCI
   
Total
 
Assets
                                               
Available-for-sale debt securities
                                               
  U.S. government and agency (2)
  $ 341.4     $ 5.2     $ (7.9 )   $ 6.9     $     $     $ 6.5     $ 352.1  
  State and political subdivision
    67.1       10.0       (1.4 )                       17.1       92.8  
  Foreign government
    47.1                         (7.0 )           (1.2 )     38.9  
  Corporate
    3,278.3       308.1       (51.7 )     149.0       (95.9 )     (7.0 )     (130.0 )     3,450.8  
  CMBS
    91.7       5.0       (5.0 )     8.4       (17.8 )     (1.9 )     3.4       83.8  
  RMBS
    919.1       184.4       (77.2 )                 (3.1 )     (43.3 )     979.9  
  CDO/CLO
    238.0       0.3       (6.2 )                 (0.8 )     (15.9 )     215.4  
  Other asset-backed
    252.8       102.9       (30.9 )     3.2       (6.0 )     0.5       21.7       344.2  
Available-for-sale equity securities
    36.2       4.0             0.6                   (3.2 )     37.6  
Fair value investments
    126.0       13.6       (10.5 )                 7.7             136.8  
Total assets
  $ 5,397.7     $ 633.5     $ (190.8 )   $ 168.1     $ (126.7 )   $ (14.6 )   $ (144.9 )   $ 5,432.3  
———————
(1)
Reflected in realized investment gains and losses for all assets except limited partnerships and other investments and fair value investments.
(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
   
Nine Months Ended
 
   
September 30,
   
September 30,
 
   
2012
 
2011
   
2012
 
2011
 
       
As restated
and amended
       
As restated
and amended
 
                         
Balance, beginning of period
  $ 89.3     $ 46.2     $ 84.5     $ 30.4  
Net purchases/(sales)
    2.2       (9.0 )     6.8       14.5  
Transfers into Level 3
                       
Transfers out of Level 3
                       
Realized (gains) losses (1)
    (7.1 )     50.5       (6.9 )     42.9  
Balance, end of period
  $ 84.4     $ 87.8     $ 84.4     $ 87.8  
———————
(1)
Realized gains and losses are included in net realized investment gains on the consolidated statements of comprehensive income.

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

 
67

 

13.      Fair Value of Financial Instruments (continued)

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

Level 3 Assets: (1)
 
As of September 30, 2012
($ in millions)
                 
   
Fair
 
Valuation
 
Unobservable
     
   
Value
 
Technique(s)
 
Input
 
Range (Weighted Average)
 
                     
U.S. government and agency
 
$
282.8
 
Spread matrix
 
Yield
 
1.54% - 5.21% (2.98%)
 
                     
                     
State and political subdivision
 
$
85.7
 
Discounted cash flow
 
Yield
 
1.80% - 3.41% (2.71%)
 
 
                   
                     
Foreign Government
 
$
10.1
 
Spread matrix
 
Yield
 
2.11%
 
                     
                     
Corporate
 
$
2,825.9
 
Spread matrix
 
Yield
 
1.53% - 6.86% (2.78%)
 
                     
         
Discounted cash flow
 
Yield
 
1.51% - 8.24% (3.16%)
 
                     
                     
CDO/CLO
 
$
18.0
 
Discounted cash flow
 
Prepayment rate
 
20% (CLOs)
 
             
Default rate
 
2.5% (CLOs)
 
             
Recovery rate
 
65% (Loans), 35% (High yield bonds), 45% (Investment grade bonds)
 
             
Reinvestment spread
 
3 mo LIBOR + 400bps (CLOs)
 
                     
                     
Other asset-backed
 
$
41.9
 
Discounted cash flow
 
Yield
 
2.41% - 5.38% (2.66%)
 
                     
         
Discounted cash flow
 
Prepayment rate
 
5%
 
             
Default rate
 
2.53% for 48 mos then .33% thereafter
 
             
Recovery rate
 
10% (TRUPS)
 
                     
                     
                     
Fair value option investments
 
$
4.8 
 
Discounted cash flow
 
Default rate
 
0.24%
 
             
Recovery rate
 
45%
 
                     
———————
(1)
Excludes Level 3 assets which are valued based upon non-binding independent third-party valuations for which unobservable inputs are not reasonably available to us.

Significant unobservable inputs used in the fair value measurement of variable annuity GMAB and GMWB 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, 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.

 
68

 

13.      Fair Value of Financial Instruments (continued)

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

Level 3 Liabilities:
 
As of September 30, 2012
 
($ in millions)
 
Fair Value
 
Valuation Technique(s)
 
Unobservable Input
 
Range
 
                     
Embedded derivatives
 
$
48.7 
 
Budget method
 
Swap curve
 
0.24% - 2.32%
 
(EIA VED)
           
Mortality rate
 
75% of A2000 basic table
 
             
Lapse rate
 
1.00% - 35.00%
 
             
CSA
 
4.75%
 
                     
                     
Embedded derivatives
(GMAB / GMWB)
 
$
35.7 
 
Risk neutral stochastic
  valuation methodology
 
Volatility surface
 
11.75% - 48.97%
 
             
Swap curve
 
0.24% - 2.98%
 
             
Mortality rate
 
75% of A2000 basic table
 
             
Lapse rate
 
0.00% - 60.00%
 
             
CSA
 
4.75%
 
                     
                     
Total Level 3 liabilities
 
$
84.4 
             
                     

Level 3 Assets and Liabilities by Pricing Source:
 
As of September 30, 2012
 
($ in millions)
 
Internal (1)
   
External (2)
   
Total
 
                   
Assets
                 
Available-for-sale debt securities
                 
  U.S. government and agency (3)
  $ 282.8     $ 37.8     $ 320.6  
  State and political subdivision
    85.7       107.2       192.9  
  Foreign government
    10.1       44.9       55.0  
  Corporate
    2,825.9       907.3       3,733.2  
  CMBS
          73.7       73.7  
  RMBS
          832.8       832.8  
  CDO/CLO
    18.0       198.5       216.5  
  Other asset-backed
    41.9       279.1       321.0  
Available-for-sale equity securities
          29.3       29.3  
Fair value investments
    4.8       159.3       164.1  
Total assets
  $ 3,269.2     $ 2,669.9     $ 5,939.1  
Liabilities
                       
Embedded derivatives
  $ 84.4     $     $ 84.4  
Total liabilities
  $ 84.4     $     $ 84.4  
———————
(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.

 
69

 

13.      Fair Value of Financial Instruments (continued)

Level 3 Assets and Liabilities by Pricing Source:
 
As of December 31, 2011
 
   
As restated and amended
 
($ in millions)
 
Internal (1)
   
External (2)
   
Total
 
                   
Assets
                 
Available-for-sale debt securities
                 
  U.S. government and agency (3)
  $ 315.4     $ 20.8     $ 336.2  
  State and political subdivision
    30.9       85.7       116.6  
  Foreign government
    10.4       41.4       51.8  
  Corporate
    2,662.8       838.7       3,501.5  
  CMBS
          100.6       100.6  
  RMBS
          944.2       944.2  
  CDO/CLO
    199.3       33.1       232.4  
  Other asset-backed
    59.1       276.4       335.5  
Available-for-sale equity securities
          29.4       29.4  
Fair value investments
    37.9       106.9       144.8  
Total assets
  $ 3,315.8     $ 2,477.2     $ 5,793.0  
Liabilities
                       
Embedded derivatives
  $ 84.5     $     $ 84.5  
Total liabilities
  $ 84.5     $     $ 84.5  
———————
(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
     
As of September 30, 2012
   
As of December 31, 2011
 
of Financial Instruments:
 
Fair Value
             
As restated and amended
 
($ in millions)
 
Hierarchy
 
Carrying
   
Fair
   
Carrying
   
Fair
 
   
Level
 
Value
   
Value
   
Value
   
Value
 
                             
Financial assets:
                           
Policy loans
 
Level 3
  $ 2,338.4     $ 2,326.8     $ 2,379.3     $ 2,367.7  
Cash and cash equivalents
 
Level 1
    283.8       283.8       168.2       168.2  
                                     
Financial liabilities:
                                   
Investment contracts
 
Level 3
  $ 2,914.6     $ 2,920.2     $ 2,432.3     $ 2,443.5  
Surplus notes
 
Level 3
    126.1       95.0       174.2       126.9  
Senior unsecured bonds
 
Level 2
    252.7       245.1       252.7       195.1  
 
14.      Income Taxes

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 nine months ended September 30, 2012 have been computed based on the first nine months of 2012 as a discrete period.

 
70

 

14.      Income Taxes (continued)

The tax benefit of $4.9 million for the three months ended September 30, 2012 includes $5.9 million of current taxes offset by a benefit of $10.8 million related to the exception to intraperiod allocation rules in accordance with ASC 740-20, Accounting for Income Taxes – Intraperiod Tax Allocation . The tax benefit of $1.0 million for the nine months ended September 30, 2012 includes $23.4 million of estimated current taxes offset by a benefit of $24.4 million related to the exception to intraperiod allocation rules in accordance with ASC 740-20, Accounting for Income Taxes – Intraperiod Tax Allocation .

We recorded a deferred tax asset, net of deferred tax liabilities and valuation allowances, of $61.1million as of September 30, 2012. Consistent with the prior period, the deferred tax asset not offset by a valuation allowance relates to gross unrealized losses on available-for-sale debt securities. For the three months ended September 30, 2012, we recognized a net increase in the valuation allowance of $43.5million. For the nine months ended September 30, 2012, we recognized a net increase in the valuation allowance of $82.6 million. Accounting guidance requires that changes in the valuation allowance be allocated to various financial statement components of income or loss.

During the first quarter, the Company generated taxable income sufficient to fully utilize its life group related net operating loss carryforwards; however, due to the limited ability to offset non-life group losses with life group taxable income, significant net operating losses attributable to the non-life group remain. However, as a result of the pre-tax loss in the third quarter of 2012, it is unlikely that a reduction in the existing valuation allowance will occur during the fourth quarter of 2012.

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.

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 2010.

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.
 
15.      Other Comprehensive Income

Changes in each component of AOCI attributable to the Company for the periods ended September 30 are as follows below (net of tax):
 
Accumulated Other Comprehensive Income (Loss)
       
Non-Credit
             
Attributable to The Phoenix Companies, Inc.:
 
Net
   
Portion of
   
Net
       
($ in millions)
 
Unrealized
   
OTTI Losses
   
Pension
       
   
Investment
   
Recognized
   
Liability
       
   
Gains
   
in OCI
   
Adjustments
   
Total
 
As restated and amended (1)
                       
Balance, December 30, 2010
  $ 126.8     $ (82.5 )   $ (200.5 )   $ (156.2 )
Change in component during the year
    51.6       (13.9 )     (2.2 )     35.5  
Balance, September 30, 2011
    178.4       (96.4 )     (202.7 )     (120.7 )
                                 
Balance, December 31, 2011
  $ 173.4     $ (104.5 )   $ (299.6 )   $ (230.7 )
Change in component during the year
    (9.0 )     7.8       (0.1 )     (1.3 )
Balance, September 30, 2012
  164.4     (96.7 )   (299.7 )   (232.0 )
———————
(1)   
Except for the change in component during 2012 and the balance as of 2012.

 
71

 

16.      Employee Benefit Plans and Employment Agreements

Pension and other post-employment benefits

We provide our employees with post-employment benefits that include retirement benefits, primarily through a savings plan, 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
   
Nine Months Ended
 
($ in millions)
 
September 30,
   
September 30,
 
   
2012
 
2011
   
2012
 
2011
 
       
As restated and amended
       
As restated and amended
 
                         
Service cost
  $ 0.2     $ 0.2     $ 0.7     $ 0.7  
Interest cost
    8.7       9.2       26.1       27.6  
Expected return on plan assets
    (8.6 )     (8.5 )     (25.7 )     (25.6 )
Net loss amortization
    2.6       1.7       7.8       5.2  
Pension benefit cost
  $ 2.9     $ 2.6     $ 8.9     $ 7.9  

Components of Other Post-employment Benefit Costs:
 
Three Months Ended
   
Nine Months Ended
 
($ in millions)
 
September 30,
   
September 30,
 
   
2012
 
2011
   
2012
 
2011
 
       
As restated and amended
       
As restated and amended
 
                         
Service cost
  $ 0.1     $ 0.1     $ 0.2     $ 0.3  
Interest cost
    0.5       0.7       1.4       2.0  
Net gain amortization
                (0.1 )      
Prior service cost amortization
    (0.4 )     (0.5 )     (1.2 )     (1.5 )
Other post-employment benefit cost
  $ 0.2     $ 0.3     $ 0.3     $ 0.8  

For the three months ended September 30, 2012, other comprehensive loss included unrealized gains of $1.5 million, net of taxes, relating to the amortization of net prior service costs and net gains/losses. For the nine months ended September 30, 2012, other comprehensive loss included unrealized losses of $11.2 million, net of taxes, relating to the amortization of net prior service costs and net gains/losses. Effective March 31, 2010, the benefit accruals under all defined benefit pension plans were frozen.

During the three months ended September 30, 2012, we made contributions of $11.2 million to the pension plan. During the nine months ended September 30, 2012, we made contributions of $18.2 million to the pension plan. We do not expect to make any additional contributions by December 31, 2012. On July 6, 2012, the Surface Transportation Extension Act of 2012, Part II, was enacted into law and is effective immediately. The law includes certain pension funding stabilization provisions. We are evaluating its impact.

Savings plans

During the three months ended September 30, 2012 and 2011, we incurred costs of $0.8 million and $1.0 million, respectively, for contributions to our savings plans. During the nine months ended September 30, 2012 and 2011, we incurred costs of $3.2 million and $3.7 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.

 
72

 

17.      Share-Based Payments

We provide share-based compensation to certain of our employees and non-employee directors, as further described below. 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
   
Nine Months Ended
 
($ in millions)
 
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
         
As restated and amended
         
As restated and amended
 
                         
Compensation cost charged to income from continuing operations
  $ 0.7     $ 0.6     $ 2.7     $ 2.7  
Income tax expense (benefit) before valuation allowance
  $ (0.2 )   $ (0.2 )   $ (0.9 )   $ (0.3 )

We did not capitalize any of the cost of stock-based compensation during the three and nine month periods ended September 30, 2012 and 2011. 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.

Stock options

As of September 30, 2012, 96,057 of outstanding stock options were exercisable, with a weighted-average exercise price of $198.60 per share. There were 2,053 options granted during the three months ended September 30, 2012.

Restricted stock units

During the nine months ended September 30, 2012, 11,277 director restricted stock units (“RSUs”) were awarded. As of September 30, 2012, there were 130,414 time-vested RSUs outstanding with a weighted-average grant price of $55.76 and 17,024 performance-vested RSUs outstanding with a weighted-average grant price of $55.07.

Liability awards

During the nine months ended September 30, 2012 and 2011, the Company issued awards that are intended to be settled in cash. As a result, these awards are remeasured at the end of each reporting period until settlement. As of September 30, 2012, $2.4 million was accrued for these awards.
 
18.      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: (1)
 
Three Months Ended
   
Nine Months Ended
 
(shares in thousands)
 
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
         
As restated and amended
         
As restated and amended
 
                         
Weighted-average common shares outstanding
    5,749       5,816       5,792       5,814  
Weighted-average effect of dilutive potential common shares:
                               
    Restricted stock units
    77       74       76       75  
    Employee stock options
    2                    
Potential common shares
    79       74       76       75  
    Less: Potential common shares excluded from calculation due to net losses
    79             76       75  
Dilutive potential common shares
          74              
Weighted-average common shares outstanding, including dilutive potential common shares
    5,749       5,890       5,792       5,814  
———————
(1)
All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012. See Note 10 to our consolidated financial statements for additional information on the reverse stock split.

 
73

 

18.      Earnings Per Share (continued)

As a result of the net loss from continuing operations for the three and nine months ended September 30, 2012, the Company is 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.

On August 10, 2012, a 1-for-20 reverse stock split became effective and an odd lot program was subsequently instituted following the 1-for-20 reverse stock split. The odd lot program terminated as of October 26, 2012.

The reverse stock split reduced the shares of common stock outstanding from approximately 116.0 million to approximately 5.8 million. All weighted-average common shares outstanding for the three and nine months ended September 30, 2012 and 2011, respectively, have been adjusted to reflect the 1-for-20 reverse stock split.
 
19.      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
   
Nine Months Ended
 
on Revenues:
 
September 30,
   
September 30,
 
($ in millions)
 
2012
   
2011
   
2012
   
2011
 
         
As restated and amended
         
As restated and amended
 
                         
Life and Annuity (1)
  $ 474.8     $ 449.7     $ 1,342.7     $ 1,383.6  
Saybrus Partners (2)
    5.9       5.3       16.1       13.3  
Less: Intercompany revenues (3)
    2.6       3.2       8.3       7.4  
Total revenues
  $ 478.1     $ 451.8     $ 1,350.5     $ 1,389.5  
———————
(1)
Includes intercompany interest revenue of $0.2 million and $0.1 million for the three months ended September 30, 2012 and 2011 and $0.5 million and $0.6 million for the nine months ended September 30, 2012 and 2011.
(2)
Includes intercompany commission revenue of $2.8 million and $3.3 million for the three months ended September 30, 2012 and 2011 and $8.8 million and $8.0 million for the nine months ended September 30, 2012 and 2011.
(3)
All intercompany balances are eliminated in consolidating the financial statements.

Life and Annuity derives revenue from premiums, fee income and COI charges and net investment income. Saybrus derives revenue primarily from fees collected for advisory and distribution services.
 
 
74

 
 
19.      Segment Information (continued)
 
Results of Operations by Segment as Reconciled to
 
Three Months Ended
   
Nine Months Ended
 
Consolidated Net Income:
 
September 30,
   
September 30,
 
($ in millions)
 
2012
   
2011
   
2012
   
2011
 
         
As restated and amended
         
As restated and amended
 
                         
Life and Annuity operating income (loss)
  $ (136.8 )   $ 14.9     $ (150.5 )   $ 23.6  
Saybrus Partners operating income (loss)
    0.5             0.9       (1.5 )
Less: Applicable income tax expense (benefit)
    (4.9 )     (6.8 )     (1.0 )     9.5  
Loss from discontinued operations, net of income taxes
    (6.0 )     (3.9 )     (12.0 )     (6.1 )
Net realized investment gains (losses)
    27.5       (10.1 )     1.6       (18.0 )
Gain on debt repurchase
    11.9             11.9        
Less:  Net income (loss) attributable to noncontrolling interests
    0.8       (0.3 )     0.6       (0.4 )
Net income (loss)
  $ (98.8 )   $ 8.0     $ (147.7 )   $ (11.1 )

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.
 
20.      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 September 30, 2012 and December 31, 2011.

Net losses of $3.9 million and $0.6 million were recognized during the three months ended September 30, 2012 and 2011, respectively, primarily related to accrued legal fees attributable to these matters. Net losses of $4.9  million and $2.8 million were recognized during the nine months ended September 30, 2012 and 2011, 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. Net losses of $2.1 million and net losses of $7.1 million were recognized during the three and nine months ended September 30, 2012 primarily due to the commutation of certain contracts. Net losses of $3.3 million and $3.3 million were recognized during the three and nine months ended September 30, 2011 as a result of an increase in reserves reported to us by certain ceding companies. See Note 21 to these financial statements for additional discussion on remaining liabilities of our discontinued reinsurance operations.

 
75

 

21.      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. 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.

SEC Cease-and-Desist Order
 
On February 12, 2014, the Company and PHLVIC submitted an Offer of Settlement with the SEC pursuant to which the Company and PHLVIC consented to the issuance of the form of an 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 (the “Order”). The Order was approved by the SEC on March 21, 2014. Pursuant to the Order, the Company and PHLVIC have been directed 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. The Company was required by the Order to file its 2012 Form 10-K with the SEC by March 31, 2014. The Company filed its 2012 Form 10-K before the opening of the market on April 1, 2014. Further, pursuant to the Order, the Company was required to file its Quarterly Report on Form 10-Q for the period ended September 30, 2012 with the SEC on or before April 15, 2014 and PHLVIC was required to file its Annual Report on Form 10-K for the year ended December 31, 2012 with the SEC on or before April 15, 2014. In addition, the Company and PHLVIC agreed to perform certain undertakings, including for PHLVIC to file its Quarterly Report on Form 10-Q for the period ended September 30, 2012 by no later than April 30, 2014 and for the Company and PHLVIC to file their 2013 Forms 10-K by no later than June 4, 2014 and July 3, 2014, respectively. Also pursuant to the undertakings, the Company and PHLVIC would file their 2013 Forms 10-Q after the filing of their 2013 Forms 10-K. The Company intends to become timely with its periodic filings under the Exchange Act with filing of its Quarterly Report on Form 10-Q for the period ending June 30, 2014. PHLVIC intends to become timely with its periodic filings under the Exchange Act with the filing of its Quarterly Report on Form 10-Q for the period ending September 30, 2014. Finally, the Company and PHLVIC each paid a civil monetary penalty in the amount of $375,000 to the United States Treasury following the entry of the Order.
 
Cases Brought by Policy Investors

On July 29, 2013, Wilmington Savings Fund Society, FSB, as successor in interest to Christiana Bank & Trust Company and as trustee of 59 unnamed trusts, filed a second amended complaint against Phoenix Life and PHLVIC in the United States District Court for the District of Delaware (the case was initially brought on June 5, 2012 in its original venue, the Central District of California, and had been transferred to Delaware by order dated March 28, 2013) (C.A. No. 13-499-RGA). On August 2, 2012, Lima LS PLC filed a complaint against the Company, Phoenix Life, PHLVIC, 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.

In both cases, 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 the lawsuits and we intend to vigorously defend against these claims. The outcome of these litigations and any potential losses are uncertain.

 
76

 

21.      Contingent Liabilities (continued)

Cost of Insurance Cases

By order dated July 12, 2013, two separate classes were certified in an action pending 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.)) brought by Martin Fleisher and another plaintiff (the “Fleisher Litigation”), on behalf of themselves and others similarly situated, against Phoenix Life. The complaint in the Fleisher Litigation, filed on November 8, 2011, challenges two COI rate adjustments implemented by Phoenix Life, which Phoenix Life maintains were based on policy language permitting such adjustments. The complaint seeks damages for breach of contract. The classes certified in the court’s July 12, 2013 order are limited to holders of Phoenix Life policies issued in New York and subject to New York law.

Phoenix Life’s subsidiary, PHLVIC, has been named as a defendant in four actions challenging its COI rate adjustments implemented concurrently with the Phoenix Life adjustments. These four cases, which are not styled as class actions, have been brought against PHLVIC 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”) and (2-4) 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”)); and 4: C.A. No. 1:13-cv-00368-GMS; U.S. Dist. Ct; D. Del., complaint filed on March 6, 2013; the “Delaware Litigation”). The Tiger Capital Litigation and the two U.S. Bank N.Y. Litigations have been assigned to the same judge as the Fleisher Litigation, and discovery in these four actions is being coordinated by the court; the Delaware Litigation is proceeding separately. The plaintiffs seek damages and attorneys’ fees for breach of contract and other common law and statutory claims.

Complaints to state insurance departments regarding PHLVIC’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 PHLVIC to take remedial action in response to complaints by a single policyholder. PHLVIC disagrees with both states’ positions and, on April 30, 2013, Wisconsin commenced an administrative hearing to obtain a formal ruling on its position, which is pending. (OCI Case No. 13- C35362).

Phoenix Life and PHLVIC believe that they have meritorious defenses against all of these lawsuits and regulatory directives and intend to vigorously defend against them. The outcome of these matters is uncertain and any potential losses cannot be reasonably estimated.

On April 17, 2013, Robert Strougo, et al. filed a complaint against the Company, James D. Wehr and Peter A. Hofmann in the United States District Court for the District of Connecticut (Case No. 13-CV-547-RNC) (the “Strougo Litigation”). On November 1, 2013, the plaintiff filed an amended complaint joining Michael E. Hanrahan as an additional individual defendant. The plaintiff seeks to recover on behalf of himself and a class defined as all persons (other than the defendants) who purchased or otherwise acquired the Company’s securities between May 5, 2009 and August 14, 2013 for claims arising out of the Company’s announced intent to restate previously filed financial statements. The plaintiff alleges that, throughout the class period, the Company made materially false and misleading statements regarding the Company’s business, operational and compliance policies. The plaintiff seeks damages, attorneys’ fees and other litigation costs. We believe we have meritorious defenses against the lawsuit and we intend to vigorously defend against these claims. The outcome of this litigation is uncertain and any potential losses cannot be reasonably estimated.

Tiptree Indemnification

The definitive agreement to sell PFG contains a provision requiring us to indemnify Tiptree for any losses due to actions resulting from certain specified acts or omissions associated with the divested business prior to closing. There has been litigation filed that falls within this provision of the agreement but does not name the Company as a party to the litigation. We intend to defend these matters vigorously based on our indemnity commitment.

 
77

 

21.      Contingent Liabilities (continued)

In September 2009, Carol Curran, et al. filed a putative class action complaint against certain subsidiaries of the Company, including AGL Life Assurance Company and Phoenix Equity Planning Corporation, as well as an officer of such subsidiaries, and two unrelated parties (Agile Group, LLC and Neal Greenberg), in the District Court (state court), Boulder County, Colorado (Case Number 2009CV907). Plaintiffs asserted claims for relief arising under Colorado statutory and common law and sought to recover damages, including punitive and treble damages, attorneys’ fees and a declaratory judgment. While the case was pending, the Company sold the subsidiaries named in the action and agreed to indemnify such subsidiaries and the officer in the action. This case was settled in the second quarter of 2013 and was resolved without material impact on the consolidated financial results of the Company.

Notice of Claim from Reinsurer

On June 6, 2012, one of the reinsurers of a Company insurance subsidiary provided notice of a claim, seeking relief under two treaties. This matter was settled effective July 1, 2013 and was resolved without material impact on the consolidated financial results of the Company.

Regulatory matters

State regulatory bodies, the Securities and Exchange Commission (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 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.

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 New York State Department of Financial Services conducted its routine quinquennial financial and market conduct examination covering the period ended December 31, 2012 of the Company’s subsidiary Phoenix Life and the Connecticut Insurance Department conducted its routine financial examination of the Company’s subsidiary, PHLVIC, and two other Connecticut-domiciled insurance subsidiaries. Reports from both Departments are expected in 2014.

In 2013, the Connecticut Insurance Department commenced a market conduct examination of Phoenix Life, PHLVIC and the Company’s two other Connecticut-domiciled insurance subsidiaries. The report from this examination will also be available in 2014.

Unclaimed Property Inquires

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. These audits have not yet begun.

 
78

 

21.      Contingent Liabilities (continued)

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 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.

Our total policy liabilities and accruals were $45.6 million and $75.1 million as of September 30, 2012 and December 31, 2011, respectively. The decrease to policy liabilities and accruals was primarily related to cash settlements due to the commutation of certain contracts in 2012. Our total amounts recoverable from retrocessionaires related to paid losses were $0.1 million and $2.0 million as of September 30, 2012 and December 31 2011, respectively.
 
22.       Other Commitments

During 2008, we announced an amendment to our agreement with HP Enterprise Services related to the management of our infrastructure services. The amendment covered the years 2009 to 2015. The remaining commitments total $45.1 million: $15.2 million in 2013, $15.0 million in 2014 and $14.9 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 September 30, 2012, the Company had unfunded commitments of $215.5 million under such agreements, of which $16.9 million is expected to be funded by December 31, 2012.

In addition, the Company enters into agreements to purchase private placement investments. At September 30, 2012, the Company had open commitments of $41.6 million under such agreements which are expected to be funded by August 1, 2014.
 
23.      Subsequent Events

Management and Organizational Changes

On October 9, 2012, the Company announced planned management and organizational changes. Effective November 15, 2012, Peter A. Hofmann, CFA, who served as Chief Financial Officer and Treasurer and principal financial officer since 2007, became Executive Vice President, Strategy and Business Development. Concurrent with this change, Bonnie J. Malley was promoted to Executive Vice President, Chief Financial Officer and Treasurer, serving as the Company’s principal financial officer.

On October 2, 2012, Philip K. Polkinghorn, FSA, Senior Executive Vice President, Business Development of the Company, resigned effective October 31, 2012 to pursue other opportunities.

 
79

 
 
23.      Subsequent Events (continued)

On July 12, 2013, we announced the retirement of Thomas S. Johnson, Chairman, from the Board. At the same time, we announced the election of John H. Forsgren as chairman of the Board.

Bond Consent Solicitations

On December 12, 2012, we commenced a solicitation (“Consent Solicitation”) of bondholders (“Holders”) holding our 7.45% Quarterly Interest Bonds due 2032 (CUSIP 71902E 20 8) (NYSE: PFX) (“Bonds”) seeking a consent to amend the indenture governing the bonds (“Indenture”) and to provide a related waiver to extend the date for providing our Third Quarter 2012 Quarterly Report on Form 10-Q (“Third Quarter 2012 Form 10-Q”) to the bond trustee (“Trustee”) to March 31, 2013.

On January 16, 2013, we announced the success of our Consent Solicitation to extend the date for providing our Third Quarter 2012 Form 10-Q to the Trustee to March 31, 2013. The consents received represented approximately 65% of the outstanding principal amount.

On January 18, 2013, the Company and the Trustee executed a first supplemental indenture (“First Supplemental Indenture”) amending the Indenture effective as of such date. The amendments provided that until 5:30 p.m., New York City time on March 31, 2013, any failure by us to comply with the sections of the Indenture relating to the filing of the Third Quarter 2012 Form 10-Q will not constitute a default under the Indenture and that our filing of such report 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 First Supplemental Indenture are waived.

On April 24, 2013, we commenced a second solicitation (“Second Consent Solicitation”) of Holders of Bonds to further amend the Indenture and provide a related waiver to extend the date for providing the Trustee with the Third Quarter 2012 Form 10-Q, the 2012 Form 10-K and our Quarterly Reports on Form 10-Q for the first, second and third quarters of 2013 (the “2013 Forms 10-Q”) to December 31, 2013.

On May 22, 2013, we announced the success of our Second Consent Solicitation. The consents received represented approximately 60% of the outstanding principal amount.

On May 23, 2013, the Company and the Trustee executed a second supplemental indenture (“Second Supplemental Indenture”) amending the Indenture effective as of such date. The amendments provided that until 5:30 p.m., New York City time on December 31, 2013, 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 and the 2013 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 Second Supplemental Indenture are waived.

On January 23, 2014, we commenced a third solicitation (“Third Consent Solicitation”) of Holders of Bonds to further amend the Indenture and provide a related waiver to extend the date for providing the Trustee with the 2012 Quarterly Report on Form 10-Q, the 2012 Form 10-K, the 2013 Forms 10-Q, our 2013 Annual Report on Form 10-K (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 20, 2014, we announced the success of our Third Consent Solicitation. The consents received represented approximately 72% of the outstanding principal amount.

On February 21, 2014, the Company and the Trustee executed a third supplemental indenture (the “Third Supplemental Indenture”) amending the Indenture effective as of such date. The amendments provided 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.
 
 
80

 
 
23.      Subsequent Events (continued)

Dividends

On December 6, 2012, Phoenix Life paid a $17.8 million dividend to Phoenix.

On March 11, 2013, Phoenix Life paid a $20.0 million dividend to Phoenix.

On July 24, 2013, Phoenix Life paid a $29.2 million dividend to Phoenix.

On December 20, 2013, Phoenix Life paid a $25.0 million dividend to Phoenix.

On March 20, 2014, Phoenix Life paid a $14.6 million dividend to Phoenix.

Late Filings

On May 10, 2013, we filed a Notification of Late Filing on Form 12b-25 with the SEC disclosing that we would be unable to timely file our First Quarter 2013 Quarterly Report on Form 10-Q with the SEC.

On May 31, 2013, we filed a Current Report on Form 8-K with the SEC disclosing that Phoenix Life had received from the New York Department of Financial Services, its domiciliary insurance regulator, a 60-day extension for submission of its audited financial statements prepared in accordance with Statements of Statutory Accounting Principles (“Statutory”) for the year ended December 31, 2012 and the subsequent filing of management’s report on internal control over financial reporting for Phoenix Life. This May 31, 2013 Form 8-K disclosed that Phoenix Life intends to seek further extensions if required.

On June 28, 2013, we filed a Current Report on Form 8-K with the SEC disclosing that we determined that the completion of the Phoenix Life 2012 audited Statutory financial statements is dependent on substantial completion of both the Company’s Restatement and the Phoenix Life U.S. GAAP restatement, the evaluation of internal control over financial reporting and the related audit processes, none of which was expected to be completed by the date upon which Phoenix Life’s then-current extension for filing the audited Statutory financial statements with Phoenix Life’s domiciliary state insurance regulator was due to expire.

On August 9, 2013, we filed a Notification of Late Filing on Form 12b-25 with the SEC disclosing that we would be unable to timely file our second quarter 2013 Quarterly Report on Form 10-Q with the SEC.

On November 8, 2013, we filed a Notification of Late Filing on Form 12b-25 with the SEC disclosing that we would be unable to timely file our Third Quarter 2013 Quarterly Report on Form 10-Q with the SEC.

On February 28, 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 2013 Annual Report on Form 10-K with the SEC.

Restatement

The Company filed a Current Report on Form 8-K with the SEC on November 8, 2012 (as was amended by Forms 8-K/A filed by the Company on March 15, 2013 and April 24, 2013, respectively) disclosing its conclusion that certain of its previously issued annual audited and interim unaudited financial statements contained in its historical Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q should no longer be relied upon and should be restated.

On April 1, 2014, Phoenix filed with the SEC its 2012 Form 10-K containing its restatement of previously issued audited financial statements prepared in accordance with U.S. GAAP. The 2012 Form 10-K contains audited financial statements of the Company for the years ended December 31, 2012, 2011 and 2010 and interim unaudited financial statements presented for each quarter during the fiscal years 2012 and 2011, which in each case are presented on a restated and amended basis to the extent previously filed in a periodic report by the Company with the SEC.

 
81

 

23.      Subsequent Events (continued)

NYSE Actions

On April 5, 2013, we filed a Current Report on Form 8-K with the SEC announcing that on April 4, 2013 we received from NYSE Regulation, Inc. (the “NYSE”) a notice of failure to satisfy a continued listing rule or standard and related monitoring. The notice informed us that, as a result of our failure to timely file our 2012 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 the filing of the 2012 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 2012 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 2012 Form 10-K prior to commencing suspension or delisting procedures, depending on the Company’s specific circumstances.
 
On September 27, 2013, we filed a Current Report on Form 8-K with the SEC disclosing that we had recently made a request to the NYSE that our shares be permitted to continue to trade on the NYSE while we completed our restatement of financial statements. On September 27, 2013 via letter dated September 26, 2013, we received an extension for continued listing and trading of the Company’s common stock on the NYSE. The extension, subject to ongoing reassessment by the NYSE, provided the Company with an additional trading period until January 31, 2014, during which we can file our 2012 Form 10-K with the SEC. If the 2012 Form 10-K is not filed by January 31, 2014, the NYSE may grant an additional extension until April 3, 2014. During the extension period, trading of the Company’s shares on the NYSE remains unaffected.
 
On January 17, 2014 we filed a Current Report on Form 8-K with the SEC disclosing that we made an additional extension request to the NYSE that our shares be permitted to continue to trade until April 3, 2014.
 
On January 28, 2014, we filed a Current Report on Form 8-K with the SEC disclosing that we received an extension for continued listing and trading of the Company’s common stock on the NYSE. The extension, subject to reassessment on an ongoing basis by the NYSE, provides the Company with an additional trading period until April 3, 2014. The letter further provided that in the event that the Company does not file its 2012 Form 10-K by April 3, 2014, the NYSE will move forward with the initiation of suspension and delisting procedures. The Company filed its 2012 Form 10-K before the opening of the market on April 1, 2014. The Company believes that the filing of the 2012 Form 10-K prior to April 3, 2014 satisfies the NYSE requirement to file an Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
 
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 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. 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.
 
Rating Agency Actions

On December 7, 2012, A.M. Best Company, Inc. placed under review with negative implications our financial strength rating of B+ and our senior debt rating of bb-.

On December 12, 2012, Moody’s Investor Services placed our Ba2 financial strength rating and B3 senior debt rating under review for downgrade.

On December 7, 2012, Standard & Poor’s affirmed our financial strength rating of BB- and our senior debt rating of B- and placed the ratings on CreditWatch Negative.

On January 16, 2013, Standard & Poor’s Ratings Services affirmed our “B-” long-term counterparty credit rating. They also affirmed our “BB-” financial strength ratings for Phoenix Life and PHLVIC. They also removed all ratings from CreditWatch Negative and changed their outlook to stable.

On March 8, 2013, Standard & Poor’s Rating Services placed our “B-” long-term counterparty credit rating and our “BB-” financial strength ratings for Phoenix Life and PHLVIC on CreditWatch with negative implications.

On March 20, 2013, Moody’s Investors Service downgraded our senior debt rating to “Caa1” from “B3” and kept the rating under review for downgrade. They also maintained their review for downgrade for our “Ba2” financial strength ratings for Phoenix Life and PHLVIC and the “B1” debt rating of Phoenix Life’s surplus notes.

 
82

 
 
23.      Subsequent Events (continued)

On April 9, 2013, A.M. Best Co. (“A.M. Best”) downgraded our issuer credit rating (“ICR”) to “b+” from “bb-” and debt rating to “b+” from “bb-” on our outstanding $253 million 7.45% senior unsecured notes. The ratings for our life insurance subsidiaries were maintained and all ratings were kept under review with negative implications.

On May 22, 2013, Standard & Poor’s Rating Services affirmed our “B-” long-term counterparty credit rating. At the same time, they affirmed our “BB-” financial strength ratings for Phoenix Life and PHLVIC. They removed all the ratings from CreditWatch with negative implications and assigned negative outlooks to all ratings.

On August 28, 2013, A.M. Best downgraded our financial strength ratings (“A.M. Best FSRs”) to “B” (Fair) from “B+” (Good) and ICRs to “bb+” from “bbb-” of our subsidiaries. Concurrently, A.M. Best has downgraded our ICR and senior debt rating to “b” from “b+”. Additionally, A.M. Best has downgraded our debt rating to “bb-” from “bb” of our existing surplus notes of Phoenix Life. The A.M. Best FSRs were removed from under review with negative implications and assigned a stable outlook, and the ICRs were removed from under review with negative implications and assigned a negative outlook.

On January 14, 2014, Moody’s Investor Services withdrew all ratings of The Phoenix Companies, Inc. 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.

Statutory Results

Our insurance subsidiaries are required to file, with state regulatory authorities, annual statements prepared on an accounting basis prescribed or permitted by such authorities. These annual statements for the year ended December 31, 2013 were filed on a timely basis on February 28, 2014.

SEC Cease-and-Desist Order

On February 12, 2014, the Company and PHLVIC submitted an Offer of Settlement with the SEC pursuant to which the Company and PHLVIC consented to the issuance of the form of an 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 (the “Order”). The Order was approved by the SEC on March 21, 2014. Pursuant to the Order, the Company and PHLVIC have been directed 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. The Company was required by the Order to file its 2012 Form 10-K with the SEC by March 31, 2014. The Company filed its 2012 Form 10-K before the opening of the market on April 1, 2014.  Further, pursuant to the Order, the Company was required to file its Quarterly Report on Form 10-Q for the period ended September 30, 2012 with the SEC on or before April 15, 2014 and PHLVIC was required to file its Annual Report on Form 10-K for the year ended December 31, 2012 with the SEC on or before April 15, 2014. In addition, the Company and PHLVIC agreed to perform certain undertakings, including for PHLVIC to file its Quarterly Report on Form 10-Q for the period ended September 30, 2012 by no later than April 30, 2014 and for the Company and PHLVIC to file their 2013 Forms 10-K by no later than June 4, 2014 and July 3, 2014, respectively. Also pursuant to the undertakings, the Company and PHLVIC would file their 2013 Forms 10-Q after the filing of their 2013 Forms 10-K. The Company intends to become timely with its periodic filings under the Exchange Act with filing of its Quarterly Report on Form 10-Q for the period ending June 30, 2014. PHLVIC intends to become timely with its periodic filings under the Exchange Act with the filing of its Quarterly Report on Form 10-Q for the period ending September 30, 2014. Finally, the Company and PHLVIC each paid a civil monetary penalty in the amount of $375,000 to the United States Treasury following the entry of the Order.
 
On April 15, 2014, the Company filed a Current Report on Form 8-K with the SEC announcing its expectation to file the Quarterly Report on Form 10-Q for the period ended September 30, 2012 with the SEC on or before April 25, 2014. The Company also announced PHLVIC’s expectation to file its Annual Report on Form 10-K for the year ended December 31, 2012 with the SEC on or before April 25, 2014.  
 
 
83

 

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, 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 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, including that the SEC may seek sanctions against or deregister the Company and PHLVIC; (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 the delay in filing our annual report and any failure to satisfy other 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 and the failure by the Company and PHLVIC 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 PHLVIC’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.
 
 
84

 
 
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 deferred 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.

In 2011 and the first nine months of 2012, 99% of Phoenix product sales, as defined by total annuity deposits and total life premium, were annuities, and 90% 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 businesses 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 substantial but gradually declining amount of our Life and Annuity segment earnings derive 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 meet or exceed expected cumulative earnings. See Note 5 to our consolidated interim 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) COI charges, which are based on the difference between policy face amounts and the account values (referred to as 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 include   death claims net of reinsurance cash flows, including ceded premiums and recoverables, interest credited to policyholders and changes in reserves for future claims payments. 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. The assumptions used to calculate the guaranteed minimum withdrawal liability are consistent with those used for amortizing deferred policy acquisition costs.

 
85

 
 
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.

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 consistent with those used for amortizing deferred policy acquisition costs and 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. They also include pension and other benefit costs which involve significant estimates and assumptions.

 
Deferred policy acquisition cost 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 deferred policy acquisition costs. 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 misestimate of 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.

 
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.

 
Income tax expense/benefit 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 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. Based on our assessment, 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 separate account 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.

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 PHLVIC product lines. These fees are offset by compensation-related expenses attributable to our sales force.

 
86

 

Recent Trends on Earnings Drivers

 
Fees on life and annuity products and other fee income.  Insurance and investment product fees on our life and annuity products decreased $32.7 million in the nine months ended September 30, 2012 compared with the nine months ended September 30, 2011. Lower fees were primarily a result of a $26.4 million decrease in COI charges related to declining universal and variable universal life insurance in force. In addition, investment fees decreased during 2012 compare with 2011 due to the sale of Goodwin Capital Advisers, Inc. during the fourth quarter of 2011. Included in the total fee income were unlocking adjustments of $1.3 million and $(0.5) million for the quarters ended September 30, 2012 and 2011, respectively.
 
 
Policy benefits.  Policy benefits increased $40.3 million for the nine months ended September 30, 2012 compared with the nine months ended September 30, 2011. The increase in policy benefit expense was a result of higher death benefits for universal life and traditional whole life products as a result of negative mortality experience during the period, primarily in the third quarter. Annuity benefits increased largely due to changes in reserves on fixed indexed annuities associated with minimum death and income benefit guarantees which were driven by increased sales during the year. Policy benefit expenses of $36.3 million were incurred due to reserve unlocking adjustments as a result of our annual comprehensive review of actuarial assumptions in the third quarter of 2012. These expenses were partially offset by lower policy benefits within the closed block due to positive mortality during 2012 and a decrease in outstanding policies in force as the block ages.

 
Interest margins .  Universal life interest margins declined slightly during the nine months ended September 30, 2012 compared with September 30, 2011 as a result of lower net investment income, offset by lower interest credited consistent with declining funds under management. Annuity interest margins increased primarily as a result of higher investment income attributable to growth in fixed indexed annuity funds under management.

 
Deferred policy acquisition cost . Policy acquisition cost amortization increased $37.6 million in the nine months ended September 30, 2012 compared with the nine months ended September 30, 2011. This increase in amortization was attributable to the unlocking of assumptions as a result the annual comprehensive review of assumptions in the third quarter of 2012. The unlocking resulted in amortization of $46.3 million in the third quarter of 2012, which included amortization of $37.0 million for traditional life policies from lower projected net yields related to investment income returns and amortization of $6.7 million for universal life policies primarily due to lower spreads due to the low interest rate environment. Excluding the impact of the unlocking, amortization decreased $8.7 million primarily as a result of negative mortality experience during the period. Amortization related to annuities decreased primarily as a result of improved market performance.

 
Net realized investment gains or losses on investments.  Net realized investment gains of $1.6 million were recognized for the nine months ended September 30, 2012 compared to net realized investment losses of $18.0 million for the nine months ended September 30, 2011. Net realized gains on sales of long-term debt securities accounted for $26.1 million of the total realized gains over the period as interest rates reached historically low levels in 2012. Common and preferred equity investments and other alternative investments accounted for gains of $16.6 million due to strong performance in global equity markets during 2012. These gains were partially offset by impairments of $19.3 million on long-term debt securities, common stock and limited partnership and other investments and losses of $26.5 million on derivative assets and embedded derivative liabilities. These derivative losses were primarily attributable to a loss of $21.0 million on derivative contracts which hedge the variable annuity and fixed indexed annuity guarantees, offset by $6.9 million in gains on embedded derivative liabilities associated with fixed and variable annuity guarantees. Included in the net derivative loss were gains of $6.8 million associated with the non-performance risk factor. In addition, realized losses of $12.4 million related to our surplus hedge, which utilizes futures and options to hedge against declines in equity markets and the resulting statutory capital and surplus impact.
 
 
 
Income taxes The Company recognized a tax benefit of $1.0 million for the nine months ended September 30, 2012 compared with a $9.5 income tax expense for the nine months ended September 30, 2011. The current period income tax benefit includes $23.4 million of estimated current taxes offset by a benefit of $24.4 million related to the exception to intraperiod allocation rules in accordance with ASC 740-20, Accounting for Income Taxes - Intraperiod Tax Allocation .

 
87

 
 
For the nine months ended September 30, 2012, we recognized a net increase in the valuation allowance of $82.6 million. Accounting guidance requires that changes in the valuation allowance be allocated to various financial statement components of income or loss.

Since its formation in the fourth quarter of 2009, Saybrus’ results of operations have steadily improved as revenue has increased and expenses have declined. Inclusive of intercompany transactions, Saybrus revenue during the nine months ended September 30, 2012 was $16.1 million, compared with $13.3 million during the nine months ended September 30, 2011, primarily due to an increase in commissions earned.

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.

Each year we perform a comprehensive assumption review or an unlocking where we revise our assumptions to reflect the results of recent experience studies, thereby changing our estimate of estimated gross profits (“EGPs”) in the deferred policy acquisition cost and unearned revenue amortization models, as well as projections within the death benefit and other insurance benefit reserving models. While the final impact of the 2013 annual comprehensive assumption review is not yet complete, preliminary indications suggest an overall improvement in mortality experience and an increase in interest rates, both of which are significant assumptions and a driver of results. However, the ultimate impact of this experience on the annual unlock and on our consolidated results of operations has not yet been determined.

Recent Acquisitions and Dispositions
 
See Note 4 to our consolidated financial statements in the 2012 Form 10-K.
Impact of New Accounting Standards

For a discussion of new accounting standards, see Note 3 to our consolidated financial statements in this Form 10-Q.

 
88

 

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. GAAP. In preparing these 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 financial statements and the reported amounts of revenues and expenses during the reporting periods. Significant estimates and assumptions are made in the determination of EGPs and estimated gross margins 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 our 2012 Form 10-K. Management believes that those critical accounting estimates as set forth in the 2012 Form 10-K are important to understanding our financial condition and consolidated financial statements.

Consolidated Results of Operations

Summary Consolidated Financial Data:
 
Three Months Ended
   
Increase (decrease) and
 
($ in millions)
 
September 30,
   
percentage change
 
   
2012
   
2011
   
2012 vs. 2011
 
         
As restated and amended
             
REVENUES:
                       
Premiums
  $ 94.8     $ 111.9     $ (17.1 )     (15%)  
Fee income
    138.8       146.5       (7.7 )     (5%)  
Net investment income
    205.1       203.5       1.6       1%  
Net realized investment losses:
                               
  Total other-than-temporary impairment (“OTTI”) losses
    (7.2 )     (30.9 )     23.7       77%  
  Portion of OTTI losses recognized in other comprehensive income (“OCI”)
    (0.2 )     21.2       (21.4 )  
NM
 
    Net OTTI losses recognized in earnings
    (7.4 )     (9.7 )     2.3       24%  
  Net realized investment gains, excluding OTTI losses
    34.9       (0.4 )     35.3    
NM
 
Net realized investment gains
    27.5       (10.1 )     37.6    
NM
 
Gain on debt repurchase
    11.9             11.9    
NM
 
Total revenues
    478.1       451.8       26.3       6%  
                                 
BENEFITS AND EXPENSES:
                               
Policy benefits, excluding policyholder dividends
    352.5       293.1       59.4       20%  
Policyholder dividends
    81.0       53.5       27.5       51%  
Policy acquisition cost amortization
    71.7       35.1       36.6    
NM
 
Interest expense on indebtedness
    7.9       7.9             0%  
Other operating expenses
    61.9       57.4       4.5       8%  
Total benefits and expenses
    575.0       447.0       128.0       29%  
Income (loss) from continuing operations before income taxes
    (96.9 )     4.8       (101.7 )  
NM
 
Income tax expense (benefit)
    (4.9 )     (6.8 )     1.9       28%  
Income (loss) from continuing operations
    (92.0 )     11.6       (103.6 )  
NM
 
Loss from discontinued operations, net of income taxes
    (6.0 )     (3.9 )     (2.1 )     (54%)  
Net income (loss)
    (98.0 )     7.7       (105.7 )  
NM
 
Less: Net income (loss) attributable to noncontrolling interests
    0.8       (0.3 )     1.1    
NM
 
Net income (loss) attributable to The Phoenix Companies, Inc.
  $ (98.8 )   $ 8.0     $ (106.8 )  
NM
 
———————
Not meaningful (NM)

 
89

 

Analysis of Consolidated Results of Operations

Three months ended September 30, 2012 compared with three months ended September 30, 2011

The Company recorded a net loss from continuing operations for the three months ended September 30, 2012 of $92.0 million, or $(16.00) per share, compared with net income from continuing operations of $11.6 million, or $1.99 per share for the three months ended September 30, 2011. The decrease in results from continuing operations reflects higher policy benefits and policy acquisition cost amortization, and lower premium revenue and fee income. These declines in results were partially offset by higher realized investment gains.

Premium revenue decreased $17.1 million in the quarter ended September 30, 2012 compared with the quarter ended September 30, 2011 as a result of lower renewal premiums on traditional life lines of business, as well as lower paid up additions on policies within the closed block due to a change in the dividend scale in 2011.

Fees on our life and annuity products decreased $7.7 million in the quarter ended September 30, 2012 compared with the quarter ended September 30, 2011. Lower fees were primarily a result of COI charges which decreased $8.3 million related to declining universal life insurance in force.

Net investment income increased by $1.6 million to $205.1 million for the three months ended September 30, 2012 compared to $203.5 million for the three months ended September 30, 2011. The increase was due to higher investment income on long-term debt securities as a result of additional purchase over the period which was partially offset by lower interest income on policy loans due to the declining balance of loans outstanding.

Net realized investment gains of $27.5 million were recognized for the three months ended September 30, 2012 compared to net realized investment losses of $10.1 million for the three months ended September 30, 2011. Net realized gains on sales of long-term debt securities accounted for $22.6 million of the total realized gains as interest rates reached historically low levels during the quarter. In addition, net realized gains of $10.7 million were related to sales of preferred and common equity investments. Offsetting these gains were impairment losses of $7.4 million on long-term debt securities and $7.1 million in losses on derivative assets and embedded derivative liabilities. The derivative losses were due to a loss of $6.2 million on derivative contracts associated with variable annuity and fixed indexed annuity guarantees and losses of $7.9 million related to the surplus hedge which utilizes futures and options to hedge against declines in equity markets and the resulting statutory capital and surplus impact. Partially offsetting these losses were gains of $7.1 million on embedded derivative liabilities associated with variable and fixed indexed annuity guarantees and a gain of $3.4 million associated with the non-performance risk factor.

Gain on debt repurchase increased by $11.9 million for the three months ended September 30, 2012 compared with the three months ended September 30, 2011. The Company repurchased $48.3 million par value of surplus notes on September 21, 2012.

Policy benefits increased $59.4 million for the three months ended September 30, 2012 compared to the three months ended September 30, 2011. The increase in policy benefit expense was driven by adverse mortality and significant claim expenses, primarily related to universal life. Fluctuations in mortality are inherent in our lines of business. Annuity benefits increased due to changes in reserves on fixed indexed annuities associated with minimum death and income benefit guarantees, which were driven by increased sales during the period. In addition, our annual comprehensive review of actuarial assumptions in the third quarter of 2012 increased benefits $36.3 million as a result of unlocking adjustments. These increases in expenses were partially offset by lower policy benefits within the closed block.

Policyholder dividends increased $27.5 million for the three months ended September 30, 2012 compared to the three months ended September 30, 2011 due to lower policy benefits from favorable mortality within the closed block and from the portion of the net investment gains attributable to the closed block.

 
90

 

Policy acquisition cost amortization increased $36.6 million for the three months ended September 30, 2012 compared with the three months ended September 30, 2011. This increase in amortization was attributable to the unlocking of assumptions as a result the annual comprehensive review of assumptions in the third quarter of 2012. The unlocking resulted in an overall increase in amortization of $46.3 million in the third quarter of 2012, which included an increase of $37.0 million for traditional life policies from lower projected net yields related to investment income returns and an increase of $6.7 million for universal life policies from lower spreads due to low interest rate environment. Excluding the impact of the unlocking, amortization decreased related to variable and universal life as a result of poor mortality experience during the current quarter. Amortization related to annuities decreased primarily as a result of improved market performance.

The Company recorded income tax benefit of $4.9 million to continuing operations for the quarter ended September 30, 2012 compared with $6.8 million as of September 30, 2011. The decrease was driven by a $10.8 million benefit that results from the application of ASC 740 intraperiod allocation rules. These rules allow for the benefitting of current year losses in continuing operations when an increase to the valuation allowance is avoided due to the existence of current year income elsewhere reported in the financial statements (e.g., discontinued operations, other comprehensive income). This benefit was offset by an additional $5.9 million of current tax accrued.

A net loss from discontinued operations of $6.0 million was recognized for the three months ended September 30, 2012, primarily due to outside legal expenses associated with litigation related to our indemnification of Tiptree in accordance with the definitive sales agreement.

Summary Consolidated Financial Data:
 
Nine Months Ended
   
Increase (decrease) and
 
($ in millions)
 
September 30,
   
percentage change
 
   
2012
   
2011
   
2012 vs. 2011
 
         
As restated and amended
             
REVENUES:
                       
Premiums
  $ 290.6     $ 323.6     $ (33.0 )     (10%)  
Fee income
    423.1       455.8       (32.7 )     (7%)  
Net investment income
    623.3       628.1       (4.8 )     (1%)  
Net realized investment losses:
                               
  Total other-than-temporary impairment (“OTTI”) losses
    (30.6 )     (44.6 )     14.0       31%  
  Portion of OTTI losses recognized in other comprehensive income (“OCI”)
    11.3       26.1       (14.8 )     (57%)  
    Net OTTI losses recognized in earnings
    (19.3 )     (18.5 )     (0.8 )     (4%)  
  Net realized investment gains, excluding OTTI losses
    20.9       0.5       20.4    
NM
 
Net realized investment gains (losses)
    1.6       (18.0 )     19.6    
NM
 
Gain on debt repurchase
    11.9             11.9    
NM
 
Total revenues
    1,350.5       1,389.5       (39.0 )     (3%)  
                                 
BENEFITS AND EXPENSES:
                               
Policy benefits, excluding policyholder dividends
    888.9       848.6       40.3       5%  
Policyholder dividends
    222.3       199.0       23.3       12%  
Policy acquisition cost amortization
    164.6       127.0       37.6       30%  
Interest expense on indebtedness
    23.7       23.7             0%  
Other operating expenses
    187.1       187.1             0%  
Total benefits and expenses
    1,486.6       1,385.4       101.2       7%  
Income from continuing operations before income taxes
    (136.1 )     4.1       (140.2 )  
NM
 
Income tax expense (benefit)
    (1.0 )     9.5       (10.5 )  
NM
 
Loss from continuing operations
    (135.1 )     (5.4 )     (129.7 )  
NM
 
Loss from discontinued operations,
  net of income taxes
    (12.0 )     (6.1 )     (5.9 )     (97%)  
Net loss
    (147.1 )     (11.5 )     (135.6 )  
NM
 
Less: Net income (loss) attributable to noncontrolling interests
    0.6       (0.4 )     1.0    
NM
 
Net loss attributable to The Phoenix Companies, Inc.
  $ (147.7 )   $ (11.1 )   $ (136.6 )  
NM
 
———————
Not meaningful (NM)

 
91

 

Analysis of Consolidated Results of Operations

Nine months ended September 30, 2012 compared with nine months ended September 30, 2011

Loss from continuing operations for the nine months ended September 30, 2012 was $135.1 million, or $(23.33) per share, compared to net loss from continuing operations of $5.4 million, or $(0.93) per share for the nine months ended September 30, 2011. The decrease in results from continuing operations reflects declines in premium and fee income and increases in policy benefits and amortization expenses. These declines in results were partially offset by higher realized investment gains.

Premium revenue decreased $33.0 million in the nine months ended September 30, 2012 compared with the nine months ended September 30, 2011 as a result of lower renewal premiums within the closed block and lower paid up additions on policies within the closed block due to a change in the dividend scale in 2011.

Insurance and investment product fees on our life and annuity products decreased $32.7 million in the nine months ended September 30, 2012 compared with the nine months ended September 30, 2011. Lower fees were primarily a result of a $26.4 million decrease in COI charges related to declining universal and variable universal life insurance in force. In addition, investment fees decreased during 2012 compare with 2011 due to the sale of Goodwin Capital Advisers, Inc. during the fourth quarter of 2011.

Net investment income decreased by $4.8 million to $623.3 million for the nine months ended September 30, 2012 compared to $628.1 million for the nine months ended September 30, 2011. The decrease was due to lower investment income on policy loans, infrastructure funds, other alternative investments and a decrease in investment income attributable do Goodwin. These increases were partially offset by higher investment income on long-term debt securities as a result of additional purchases during the year and higher returns on private equity investments.

Net realized investment gains of $1.6 million were recognized for the nine months ended September 30, 2012 compared to net realized investment losses of $18.0 million for the nine months ended September 30, 2011. Net realized gains on sales of long-term debt securities accounted for $26.1 million of the total realized gains over the period as interest rates reached historically low levels in 2012. Common and preferred equity investments and other alternative investments accounted for gains of $16.6 million due to strong performance in global equity markets during 2012. These gains were partially offset by impairments of $19.3 million on long-term debt securities, common stock and limited partnership and other investments and losses of $26.5 million on derivative assets and embedded derivative liabilities. These derivative losses were primarily attributable to a loss of $21.0 million on derivative contracts which hedge the variable annuity and fixed indexed annuity guarantees, offset by $6.9 million in gains on embedded derivative liabilities associated with fixed and variable annuity guarantees. Included in the net derivative loss were gains of $6.8 million associated with the non-performance risk factor. In addition, realized losses of $12.4 million related to our surplus hedge, which utilizes futures and options to hedge against declines in equity markets and the resulting statutory capital and surplus impact.

Gain on debt repurchase increased by $11.9 million for the nine months ended September 30, 2012 compared with the nine months ended September 30, 2011. The Company repurchased $48.3 million par value of surplus notes on September 21, 2012.

Policy benefits increased $40.3 million for the nine months ended September 30, 2012 compared with the nine months ended September 30, 2011. The increase in policy benefit expense was a result of higher death benefits for universal life and traditional whole life products as a result of negative mortality experience during the period, primarily in the third quarter. Annuity benefits increased largely due to changes in reserves on fixed indexed annuities associated with minimum death and income benefit guarantees which were driven by increased sales during the year. Policy benefit expenses of $36.3 million were incurred due to reserve unlocking adjustments as a result of our annual comprehensive review of actuarial assumptions in the third quarter of 2012. These expenses were partially offset by lower policy benefits within the closed block.

Policy acquisition cost amortization increased $37.6 million in the nine months ended September 30, 2012 compared with the nine months ended September 30, 2011. This increase in amortization was attributable to the unlocking of assumptions as a result the annual comprehensive review of assumptions in the third quarter of 2012. The unlocking resulted in amortization of $46.3 million in the third quarter of 2012, which included amortization of $37.0 million for traditional life policies from lower projected net yields related to investment income returns and amortization of $6.7 million for universal life policies primarily due to lower spreads due to the low interest rate environment. Excluding the impact of the unlocking, amortization decreased $8.7 million primarily related to annuities as a result of improved market performance.

 
92

 
 
The Company recognized a tax benefit of $1.0 million for the nine months ended September 30, 2012 compared with a $9.5 income tax expense for the nine months ended September 30, 2011. The current period income tax benefit includes $23.4 million of estimated current taxes offset by a benefit of $24.4 million related to the exception to intraperiod allocation rules in accordance with ASC 740-20, Accounting for Income Taxes - Intraperiod Tax Allocation .

For the nine months ended September 30, 2012, we recognized a net increase in the valuation allowance of $82.6 million. Accounting guidance requires that changes in the valuation allowance be allocated to various financial statement components of income or loss.

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 Standard Ratings 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 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. As of September 30, 2012, our debt securities, with a fair value of $12,436.7 million, represented 78.8% of total investments.

Debt Securities Ratings by Percentage:
   
($ in millions)
 
As of September 30, 2012
           
% of
     
% of
NAIC
 
S&P Equivalent
 
Fair
 
Fair
 
Amortized
 
Amortized
Rating
 
Designation
 
Value
 
Value
 
Cost
 
Cost
                             
1
 
AAA/AA/A
 
$
6,884.8 
   
55.4% 
 
$
6,283.9 
   
54.6% 
2
 
BBB
   
4,541.8 
   
36.5% 
   
4,167.9 
   
36.2% 
   
  Total investment grade
   
11,426.6 
   
91.9% 
   
10,451.8 
   
90.8% 
3
 
BB
   
616.2 
   
5.0% 
   
645.7 
   
5.6% 
4
 
B
   
199.7 
   
1.6% 
   
206.0 
   
1.8% 
5
 
CCC and lower
   
144.0 
   
1.2% 
   
160.9 
   
1.4% 
6
 
In or near default
   
50.2 
   
0.4% 
   
44.1
   
0.4% 
   
  Total debt securities
 
$
12,436.7 
   
100.0% 
 
$
11,508.5 
   
100.0% 

 
93

 
 
Debt Securities by Type:
 
As of September 30, 2012
 
($ in millions)
             
Unrealized Gains (Losses)
 
   
Fair
   
Amortized
   
Gross
   
Gross
       
   
Value
   
Cost
   
Gains
   
Losses
   
Net
 
                               
U.S. government and agency
  $ 932.7     $ 872.8     $ 65.3     $ (5.4 )   $ 59.9  
State and political subdivision
    344.5       309.1       38.5       (3.1 )     35.4  
Foreign government
    214.6       180.2       34.4             34.4  
Corporate
    7,406.4       6,736.1       757.2       (86.9 )     670.3  
CMBS
    973.3       905.9       75.7       (8.3 )     67.4  
RMBS
    1,881.6       1,808.5       102.4       (29.3 )     73.1  
CDO/CLO
    216.5       242.9       4.0       (30.4 )     (26.4 )
Other asset-backed
    467.1       453.0       27.1       (13.0 )     14.1  
Total debt securities
  $ 12,436.7     $ 11,508.5     $ 1,104.6     $ (176.4 )   $ 928.2  
Debt securities outside closed block:
                                       
    Unrealized gains
  $ 5,338.9     $ 4,900.0     $ 438.9     $     $ 438.9  
    Unrealized losses
    674.4       798.5             (124.1 )     (124.1 )
    Total outside the closed block
    6,013.3       5,698.5       438.9       (124.1 )     314.8  
Debt securities in closed block:
                                       
    Unrealized gains
    5,926.8       5,261.1       665.7             665.7  
    Unrealized losses
    496.6       548.9             (52.3 )     (52.3 )
    Total in the closed block
    6,423.4       5,810.0       665.7       (52.3 )     613.4  
Total debt securities
  $ 12,436.7     $ 11,508.5     $ 1,104.6     $ (176.4 )   $ 928.2  

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 September 30, 2012 in our debt securities portfolio were banking (6.4%), electric utilities (5.7%), oil (3.8%), insurance (3.8%) and diversified financial services (3.3%).

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:
 
As of September 30, 2012
 
($ in millions)
 
Sovereign
   
Financial
               
% of Debt
 
   
Debt
   
Institutions
   
All Other
   
Total
   
Securities
 
                               
Spain
  $     $ 12.0     $ 50.0     $ 62.0       0.5
Ireland
          5.3       42.5       47.8       0.4
Italy
                18.5       18.5       0.1
Portugal
                1.4       1.4       0.0
Greece
                            0.0
Total
          17.3       112.4       129.7       1.0
                                         
All other Eurozone (1)
          60.4       222.2       282.6       2.3
Total
  $     $ 77.7     $ 334.6     $ 412.3       3.3
———————
(1)
Includes Belgium, Finland, France, Germany, Luxembourg and Netherlands.

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.

 
94

 

Most of our RMBS portfolio is highly rated. At September 30, 2012, 95.3% of the total residential portfolio was rated investment grade. We hold $404.7 million of RMBS investments backed by prime rated mortgages, $303.5 million backed by Alt-A mortgages and $142.0 million backed by sub-prime mortgages, which combined amount to 5.4% of our total investments. The majority of our prime, Alt-A and sub-prime exposure is investment grade, with 72.4% rated NAIC-1 and 17.1% 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. RMBS impairments during the nine months ended September 30, 2012 totaled $10.4 million. These impairments consist of $1.7 million from prime, $6.8 million from Alt-A and $1.9 million from sub-prime securities.

Residential Mortgage-Backed Securities:
                                     
($ in millions)
As of September 30, 2012
 
                 
NAIC Rating
       
                  1     2     3     4     5     6        
                 
AAA/
                                   
In or
       
 
Amortized
 
Market
   
% General
   
AA/
                           
CCC and
   
Near
   
% Closed
 
 
Cost (1)
 
Value (1)
   
Account (2)
    A    
BBB
   
BB
    B    
Below
   
Default
   
Block
 
Collateral
                                                                       
Agency
  $ 981.2     $ 1,062.6       6.6     100.0     0.0     0.0     0.0     0.0     0.0     47.4
Prime
    396.2       404.7       2.5     83.4     11.2     4.9     0.0     0.3     0.2     41.1
Alt-A
    306.9       303.5       1.9     55.4     30.5     6.3     3.6     4.0     0.2     29.3
Sub-prime
    155.3       142.0       0.9     77.4     5.0     10.6     4.7     1.9     0.4     10.7
Total
  $ 1,839.6     $ 1,912.8       11.9     87.7     7.6     2.8     1.0     0.8     0.1     40.5
———————
(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 $31.1 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.

Prime Mortgage-Backed Securities:
                       
($ in millions)
As of September 30, 2012
                   
Year of Issue
   
S&P Equivalent
 
Amortized
 
Market
 
% General
 
Post-
                 
2003 and
Rating
 
Designation
 
Cost
 
Value
 
Account (1)
 
2007
 
2007
 
2006
 
2005
 
2004
 
Prior
                                             
NAIC-1
 
AAA/AA/A
 
$
330.2 
 
$
337.5 
 
2.1% 
 
0.0% 
 
2.7% 
 
15.7% 
 
18.3% 
 
31.7% 
 
31.6% 
NAIC-2
 
BBB
   
43.6 
   
45.4 
 
0.3% 
 
0.0% 
 
0.0% 
 
2.7% 
 
79.5% 
 
17.8% 
 
0.0% 
NAIC-3
 
BB
   
19.8 
   
19.9 
 
0.1% 
 
0.0% 
 
0.0% 
 
72.2% 
 
11.9% 
 
12.7% 
 
3.2% 
NAIC-4
 
B
   
— 
   
— 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
NAIC-5
 
CCC and below
   
1.3 
   
1.1 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
100.0% 
NAIC-6
 
In or near default
   
1.3 
   
0.8 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
36.8% 
 
5.1% 
 
58.1% 
Total
     
$
396.2 
 
$
404.7 
 
2.5% 
 
0.0
 
2.2% 
 
17.0% 
 
24.8% 
 
29.1% 
 
26.9% 
———————
(1)
Percentages based on Market Value.

Alt-A Mortgage-Backed Securities:
                       
($ in millions)
As of September 30, 2012
                   
Year of Issue
   
S&P Equivalent
 
Amortized
 
Market
 
% General
 
Post-
                 
2003 and
Rating
 
Designation
 
Cost
 
Value
 
Account (1)
 
2007
 
2007
 
2006
 
2005
 
2004
 
Prior
                                             
NAIC-1
 
AAA/AA/A
 
$
171.7 
 
$
168.1 
 
1.0% 
 
4.3% 
 
2.7% 
 
24.3% 
 
23.4% 
 
28.8% 
 
16.5% 
NAIC-2
 
BBB
   
92.9 
   
92.7 
 
0.6% 
 
0.0% 
 
0.0% 
 
0.0% 
 
24.3% 
 
59.6% 
 
16.1% 
NAIC-3
 
BB
   
19.1 
   
19.3 
 
0.1% 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
84.7% 
 
15.3% 
NAIC-4
 
B
   
10.5 
   
10.8 
 
0.1% 
 
0.0% 
 
0.0% 
 
0.0% 
 
76.5% 
 
0.0% 
 
23.5% 
NAIC-5
 
CCC and below
   
12.2 
   
12.1 
 
0.1% 
 
0.0% 
 
0.0% 
 
54.7% 
 
0.0% 
 
45.3% 
 
0.0% 
NAIC-6
 
In or near default
   
0.5 
   
0.5 
 
0.0% 
 
0.0% 
 
0.0% 
 
100.0% 
 
0.0% 
 
0.0% 
 
0.0% 
Total
     
$
306.9 
 
$
303.5 
 
1.9% 
 
2.4% 
 
1.5% 
 
15.8% 
 
23.1% 
 
41.4% 
 
15.8% 
———————
(1)
Percentages based on Market Value.

 
95

 
 
Sub-Prime Mortgage-Backed Securities:
                       
($ in millions)
As of September 30, 2012
                   
Year of Issue
   
S&P Equivalent
 
Amortized
 
Market
 
% General
 
Post-
                 
2003 and
Rating
 
Designation
 
Cost
 
Value
 
Account (1)
 
2007
 
2007
 
2006
 
2005
 
2004
 
Prior
                                             
NAIC-1
 
AAA/AA/A
 
$
114.4 
 
$
109.9 
 
0.7% 
 
0.0% 
 
6.5% 
 
8.2% 
 
40.8% 
 
26.7% 
 
17.8% 
NAIC-2
 
BBB
   
7.1 
   
7.1 
 
0.1% 
 
0.0% 
 
56.4% 
 
0.0% 
 
41.2% 
 
0.0% 
 
2.4% 
NAIC-3
 
BB
   
20.8 
   
15.1 
 
0.1% 
 
0.0% 
 
52.9% 
 
18.4% 
 
18.1% 
 
0.0% 
 
10.6% 
NAIC-4
 
B
   
8.5 
   
6.7 
 
0.0% 
 
0.0% 
 
0.0% 
 
40.7% 
 
40.9% 
 
0.0% 
 
18.4% 
NAIC-5
 
CCC and below
   
2.9 
   
2.6 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
100.0% 
 
0.0% 
 
0.0% 
NAIC-6
 
In or near default
   
1.6 
   
0.6 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
100.0% 
Total
     
$
155.3 
 
$
142.0 
 
0.9% 
 
0.0
 
13.5% 
 
10.2% 
 
39.4% 
 
20.7% 
 
16.2% 
———————
(1)
Percentages based on Market Value.

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.

Commercial Mortgage-Backed Securities:
                       
($ in millions)
As of September 30, 2012
                 
Year of Issue
   
S&P Equivalent
 
Amortized
 
Market
 
% General
 
Post-
             
2004 and
 
% Closed
Rating
 
Designation
 
Cost
 
Value (1)
 
Account (2)
 
2007
 
2007
 
2006
 
2005
 
Prior
 
Block
                                             
NAIC-1
 
AAA/AA/A
 
$
878.0 
 
$
951.5 
 
5.9% 
 
27.7% 
 
5.8% 
 
15.3% 
 
9.7% 
 
41.5% 
 
47.2% 
NAIC-2
 
BBB
   
22.7 
   
18.6 
 
0.1% 
 
0.0% 
 
0.0% 
 
44.7% 
 
55.3% 
 
0.0% 
 
34.5% 
NAIC-3
 
BB
   
18.8 
   
17.0 
 
0.1% 
 
0.0% 
 
48.8% 
 
19.8% 
 
31.4% 
 
0.0% 
 
26.2% 
NAIC-4
 
B
   
10.9 
   
10.6 
 
0.1% 
 
0.0% 
 
0.0% 
 
0.0% 
 
100.0% 
 
0.0% 
 
36.0% 
NAIC-5
 
CCC and below
   
20.7 
   
11.0 
 
0.1% 
 
0.0% 
 
0.0% 
 
0.0% 
 
0.0% 
 
100.0% 
 
63.1% 
NAIC-6
 
In or near default
   
6.0 
   
4.9 
 
0.0% 
 
0.0% 
 
76.2% 
 
0.0% 
 
0.0% 
 
23.8% 
 
28.8% 
Total
     
$
957.1 
 
$
1,013.6 
 
6.3% 
 
26.0% 
 
6.6% 
 
15.5% 
 
11.7% 
 
40.2% 
 
46.6% 
———————
( 1)
Includes commercial mortgage-backed CDOs with amortized cost and market values of $39.5 million and $28.6 million, respectively. CMBS holdings in this exhibit include $11.7 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.

 
96

 

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.

Net realized investment gains (losses)

Sources and Types of
 
Three Months Ended
   
Nine Months Ended
 
Net Realized Investment Gains (Losses):
 
September 30,
   
September 30,
 
($ in millions)
 
2012
   
2011
   
2012
   
2011
 
         
As restated and amended
         
As restated and amended
 
                         
Total other-than-temporary debt impairments
  $ (6.9 )   $ (30.9 )   $ (28.8 )   $ (44.6 )
Portion of loss recognized in OCI
    (0.2 )     21.2       11.3       26.1  
Net debt impairment losses recognized in earnings
  $ (7.1 )   $ (9.7 )   $ (17.5 )   $ (18.5 )
                                 
Debt security impairments:
                               
  U.S. government and agency
  $     $     $     $  
  State and political subdivision
                       
  Foreign government
                       
  Corporate
          (3.2 )     (0.6 )     (7.5 )
  CMBS
    (3.3 )     (2.5 )     (4.5 )     (2.5 )
  RMBS
    (2.6 )     (2.5 )     (10.4 )     (7.0 )
  CDO/CLO
    (0.7 )     (1.2 )     (0.7 )     (1.2 )
  Other asset-backed
    (0.5 )     (0.3     (1.3 )     (0.3 )
Net debt security impairments
    (7.1 )     (9.7 )     (17.5 )     (18.5 )
Equity security impairments
                (1.5 )      
Limited partnerships and other investment impairments
    (0.3 )           (0.3 )      
Impairment losses
    (7.4 )     (9.7 )     (19.3 )     (18.5 )
Debt security transaction gains
    33.4       1.8       41.4       13.1  
Debt security transaction losses
    (1.3 )     (1.0 )     (4.9 )     (3.9 )
Equity security transaction gains
    5.0             5.0       0.1  
Equity security transaction losses
    (0.2 )     (0.1 )     (0.3 )     (0.1 )
Limited partnerships and other investment transaction gains
    5.5       0.2       6.8       2.6  
Limited partnerships and other investment transaction losses
    (1.5 )     (0.4 )     (2.5 )     (2.4 )
Net transaction gains
    40.9       0.5       45.5       9.4  
Derivative instruments
    (14.2 )     52.3       (33.4 )     35.7  
Embedded derivatives (1)
    7.1       (50.5 )     6.9       (42.9 )
Fair value investments
    1.1       (2.7 )     1.9       (1.7 )
Net realized investment gains (losses), excluding impairment losses
    34.9       (0.4     20.9       0.5  
Net realized investment gains (losses), including impairment losses
  $ 27.5     $ (10.1 )   $ 1.6     $ (18.0 )
———————
(1)
Includes the change in fair value of embedded derivatives associated with variable annuity GMWB, GMAB and COMBO riders. See Note 11 to our consolidated financial statements under “Item 1: Financial Statements” in this Quarterly Report on Form 10-Q for additional disclosures.
 
 
97

 
 
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 September 30, 2012, management does not have the intention to sell, nor does it expect to be required to sell, these securities prior to their recovery.

Fixed income OTTIs recorded in the first nine months of 2012 were primarily concentrated in structured securities. These impairments were driven primarily by increased collateral default rates. In our judgment, these credit events or other adverse conditions of the issuers have caused, or will most likely lead to, a deficiency in the contractual cash flows related to the investment. Therefore, based upon these credit events, we have determined that OTTIs exist. Total debt impairments recognized through earnings related to such credit-related circumstances were $7.1 million for the third quarter of 2012 and $9.7 million for the third quarter of 2011 and $17.5 million for the first nine months of 2012 and $18.5 million for the first nine months of 2011. There were equity security OTTIs of $0 and $1.5 million for the three and nine months ended September 30, 2012 and no equity security OTTIs for the three months and nine months ended September 30, 2011. There were limited partnerships and other investment OTTIs of $0.3 million and $0.3 million, respectively, for the three and nine months ended September 30, 2012. There were no limited partnership and other investment OTTIs for the first nine months of 2011.

In addition to these credit-related impairments recognized through earnings, we impaired securities to fair value through other comprehensive loss for any impairments related to non-credit related factors. These types of impairments were driven primarily by market or sector credit spread widening or by a lack of liquidity in the securities. The amount of impairments recognized as an adjustment to other comprehensive loss due to these factors was $(0.2) million for the third quarter of 2012, $21.2 million for the third quarter of 2011, $11.3 million for the first nine months of 2012 and $26.1 million for the first nine months of 2011.

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

Credit Losses Recognized in Earnings on Debt Securities for
 
Three Months Ended
   
Nine Months Ended
 
which a Portion of the OTTI Loss was Recognized in OCI:
 
September 30,
   
September 30,
 
($ in millions)
 
2012
   
2011
   
2012
   
2011
 
         
As restated and amended
         
As restated and amended
 
                         
Balance, beginning of period
  $ (78.8 )   $ (70.8 )   $ (79.1 )   $ (65.8 )
  Add: Credit losses on securities not previously impaired (1)
    (1.5 )     (3.4 )     (3.8 )     (9.1 )
  Add: Credit losses on securities previously impaired (1)
    (5.6 )     (2.4 )     (11.8 )     (4.6 )
  Less: Credit losses on securities impaired due to intent to sell
                       
  Less: Credit losses on securities sold
    5.3       4.0       14.1       6.9  
  Less: Increases in cash flows expected on
  previously impaired securities
                       
Balance, end of period
  $ (80.6 )   $ (72.6 )   $ (80.6 )   $ (72.6 )
———————
(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 comprehensive income.

 
98

 

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 September 30, 2012. We separately present information that is applicable to unrealized losses both outside and inside the closed block. See Note 5 to our consolidated financial statements in this Form 10-Q for more information regarding the closed block. Applicable deferred policy acquisition costs 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 sheet 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).

Fixed Maturity Non-Credit OTTI Losses in AOCI, by Security Type:
 
Sept 30,
   
Dec 31,
 
($ in millions)
 
2012 (1)
   
2011 (1)
 
         
As restated and amended
 
U.S. government and agency
  $     $  
State and political subdivision
           
Foreign government
           
Corporate
    (5.8 )     (5.8 )
CMBS
    (21.8 )     (29.2 )
RMBS
    (98.5 )     (92.2 )
CDO/CLO
    (28.5 )     (36.2 )
Other asset-backed
    5.9       2.8  
Total fixed maturity non-credit OTTI losses in AOCI
  $ (148.7 )   $ (160.6 )
———————
(1)
Represents the amount of non-credit OTTI losses recognized in AOCI excluding net unrealized gains or losses subsequent to the date of impairment.

Duration of Gross Unrealized Losses on
 
As of September 30, 2012
 
Securities Outside Closed Block:
        0 – 6     6 – 12    
Over 12
 
($ in millions)
 
Total
   
Months
   
Months
   
Months
 
                             
Debt securities outside closed block
                           
Total fair value
  $ 674.4     $ 96.4     $ 56.5     $ 521.5  
Total amortized cost
    789.5       98.7       62.1       637.7  
Unrealized losses
  $ (124.1 )   $ (2.3 )   $ (5.6 )   $ (116.2 )
Number of securities (1)
    257       32       28       197  
                                 
Investment grade:
                               
Unrealized losses
  $ (44.9 )   $ (1.1 )   $ (2.6 )   $ (41.2 )
                                 
Below investment grade:
                               
Unrealized losses
  $ (79.2 )   $ (1.2 )   $ (3.0 )   $ (75.0 )
                                 
Equity securities outside closed block
                               
Unrealized losses
  $ (3.2 )   $     $     $ (3.2 )
Number of securities (1)
    10       3       2       5  
__________
(1)
Certain securities are held in both the open and closed blocks.

For debt securities outside of the closed block with gross unrealized losses, 36.1% of the unrealized losses after offsets pertain to investment grade securities and 63.9% of the unrealized losses after offsets pertain to below-investment-grade securities at September 30, 2012.

 
99

 

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
 
As of September 30, 2012
 
Securities Outside Closed Block:
        0 – 6     6 – 12    
Over 12
 
($ in millions)
 
Total
   
Months
   
Months
   
Months
 
                             
Debt securities outside closed block
                           
Unrealized losses over 20% of cost
  $ (84.9 )   $ (1.5 )   $ (3.4 )   $ (80.0 )
Number of securities (1)
    50       3       4       43  
                                 
Investment grade:
                               
Unrealized losses over 20% of cost
  $ (22.8 )   $ (1.1 )   $ (2.7 )   $ (19.0 )
                                 
Below investment grade:
                               
Unrealized losses over 20% of cost
  $ (62.1 )   $ (0.4 )   $ (0.7 )   $ (61.0 )
                                 
Equity securities outside closed block
                               
Unrealized losses over 20% of cost
  $ (3.3 )   $ (0.8 )   $ -     $ (2.5 )
Number of securities (1)
    8       3       2       3  
__________
(1)
Certain securities are held in both the open and closed blocks.
 
Duration of Gross Unrealized Losses on
 
As of September 30, 2012
 
Securities Inside Closed Block:
        0 – 6     6 – 12    
Over 12
 
($ in millions)
 
Total
   
Months
   
Months
   
Months
 
                             
Debt securities inside closed block
                           
Total fair value
  $ 496.6     $ 81.8     $ 23.9     $ 390.9  
Total amortized cost
    548.9       84.0       26.6       438.3  
Unrealized losses
  $ (52.3 )   $ (2.2 )   $ (2.7 )   $ (47.4 )
Number of securities (1)
    142       21       10       111  
                                 
Investment grade:
                               
Unrealized losses
  $ (26.9 )   $ (1.2 )   $ (0.7 )   $ (25.0 )
                                 
Below investment grade:
                               
Unrealized losses
  $ (25.4 )   $ (1.0 )   $ (2.0 )   $ (22.4 )
                                 
Equity securities inside closed block
                               
Unrealized losses
  $ (3.5 )   $ (0.2 )   $ -     $ (3.3 )
Number of securities (1)
    12       5       -       7  
__________
(1)
Certain securities are held in both the open and closed blocks.

For debt securities inside the closed block with gross unrealized losses, there were no unrealized losses after offsets at September 30, 2012.

 
100

 
 
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
 
As of September 30, 2012
 
Securities Inside Closed Block:
        0 – 6     6 – 12    
Over 12
 
($ in millions)
 
Total
   
Months
   
Months
   
Months
 
                             
Debt securities inside closed block
                           
Unrealized losses over 20% of cost
  $ (19.3 )   $ (1.1 )   $ (1.9 )   $ (16.3 )
Number of securities (1)
    20       3       3       14  
                                 
Investment grade:
                               
Unrealized losses over 20% of cost
  $ (7.0 )   $ (1.1 )   $ (1.9 )   $ (4.0 )
                                 
Below investment grade:
                               
Unrealized losses over 20% of cost
  $ (12.3 )   $ -     $     $ (12.3 )
                                 
Equity securities inside closed block
                               
Unrealized losses over 20% of cost
  $ (3.3 )   $ (0.7 )   $     $ (2.6 )
Number of securities (1)
    8       4             4  
__________
(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.

The Phoenix Companies, Inc. (consolidated)

Summary Consolidated Cash Flows:
Nine Months Ended
 
($ in millions)
September 30,
 
 
2012
 
2011
 
     
As restated
and amended
 
 
             
Cash used for operating activities
  $ (403.4 )   $ (366.5 )
Cash used for investing activities
    (77.8 )     (361.4 )
Cash provided by financing activities
    594.4       761.3  
Change in cash and cash equivalents
  $ 113.2     $ 33.4  

Nine months ended September 30, 2012 compared with nine months ended September 30, 2011

Cash flows used for operating activities increased by $36.9 million as a result of reduced commissions paid related to lower sales of our fixed indexed annuity product and the reduced base compensation cost due to the sale of Goodwin during the third quarter of 2011. Offsetting this impact was unfavorable mortality in the third quarter of 2012 on our universal life block of business and lower renewal premiums on our legacy blocks of business due to a declining in force population.

Cash flows used for investing activities decreased by $283.6 million as a result of decreased cash provided by financing and operating activities resulting from sales maturities of available-for-sale debt exceeding purchases of available for sale debt. The fluctuation in purchasing activity was primarily driven by a reduction in deposits from sales of fixed index annuities as compared to September 30, 2011 while investment sales increased due to an effort to produce capital gains to offset previous capital losses.

 
101

 
 
Cash flows provided by financing activities decreased by $166.9 million as a result of a decrease in fixed indexed annuity deposits and an increase in fixed indexed annuity withdrawals as compared to September 30, 2011. Further, the Company repurchased and retired $48.3 million par amount of its outstanding 7.15% surplus notes for aggregate consideration of $36.2 million during 2012.

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 New York Department of Financial Services (“NYDFS”) (formerly known as the State of New York Insurance Department) 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 $71.9 million in 2012. During the three and nine months ended September 30, 2012, Phoenix Life declared $15.0 million and $54.0 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 September 30, 2012, Phoenix Life had $944.4 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 $14.3 million for the nine months ended September 30, 2012 and 2011. As of September 30, 2012, future minimum annual principal payments on senior unsecured bonds are $252.7 million in 2032.

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 flow 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 in 2011 were 6.6% of related reserves, but improved in the nine months ended September 30, 2012, dropping to 5.7%. Cash, treasuries and agency mortgage-backed securities accounted for 9.3% of fixed income investments as of September 30, 2012, as compared with 8.7% at year end 2011. 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.

In 2004 we issued $175.0 million principal of surplus notes with a scheduled maturity of 30 years for proceeds of $171.6 million, net of discount and issue costs.  Interest payments are at 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. During September 2012, the Company repurchased and retired $48.3 million principal of these surplus notes after receiving prior approval from the NYDFS.

 
102

 
 
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 effected a 1-for-20 reverse stock split of its common stock following market close on August 10, 2012. No fractional shares were issuable in connection with the reverse stock split. Instead, shareholders were entitled to receive cash in lieu of fractional shares, based on the closing price of the Company’s common stock on August 10, 2012. As a result of the reverse stock split, an aggregate of $2.9 million was payable to shareholders for such fractional shares.

Following the reverse stock split, the Company offered an odd lot program for post-reverse stock split shareholders who held fewer than 100 shares with a voluntary and limited-time means to sell their shares, purchase enough additional shares to increase their holdings to a round lot of 100 shares or make a charitable donation of their shares. The odd lot program terminated as of October 26, 2012.

On September 20, 2012, the Board of Directors of the Company (the “Board”) authorized a program to repurchase up to an aggregate amount of $25.0 million (not including fees and expenses) of the Company’s outstanding common stock shares. 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. No time limit was placed on the duration of the program, which may be modified, extended or terminated by the Board at any time. The Board also terminated the Company’s existing stock repurchase program, which was announced on January 7, 2002, effective September 20, 2012. No shares were repurchased during the nine months ended September 30, 2012.

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.

On August 28, 2013, A.M. Best Company, Inc. downgraded our financial strength rating from B+ to B and our senior debt rating from b+ to b. The financial strength rating was removed from under review with negative implications and assigned a stable outlook. The senior debt rating was removed from under review with negative implications and assigned a negative outlook. On April 9, 2013, A.M. Best Company, Inc. maintained under review with negative implications on our financial strength rating of B+ and lowered our senior debt rating from bb- to b+. On December 7, 2012, A.M. Best Company, Inc. placed under review with negative implications our financial strength rating of B+ and our senior debt rating of bb-. On January 13, 2012, A.M. Best Company, Inc. affirmed our financial strength rating of B+ and our senior debt rating of bb-. They changed their outlook on our ratings from stable to positive. On February 8, 2011, A.M. Best Company, Inc. affirmed our financial strength rating of B+ and our senior debt rating of bb-. They changed their outlook on our ratings from negative to stable.

On January 14, 2014, Moody’s Investor Services withdrew all ratings of The Phoenix Companies, Inc. 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. On September 25, 2013, Moody’s Investor Services maintained the review for downgrade for our Ba2 financial strength rating and Caa1 senior debt rating. On June 21, 2013, Moody’s Investor Services maintained the review for downgrade for our Ba2 financial strength rating and Caa1 senior debt rating. On March 20, 2013, Moody’s Investor Services maintained the review for downgrade for our financial strength rating of Ba2 and downgraded our senior debt rating B3 to Caa1. On December 12, 2012, Moody’s Investor Services placed our Ba2 financial strength rating and B3 senior debt rating under review for downgrade. On December 16, 2011, Moody’s Investor Services affirmed our financial strength rating of Ba2 and our senior debt rating of B3. They changed their outlook on our ratings from stable to positive.

 
103

 

On May 22, 2013, Standard & Poor’s affirmed our financial strength rating of BB- and senior debt rating of B-. All ratings were removed from CreditWatch with Negative Implications and placed on negative outlook. On March 8, 2013, Standard & Poor’s placed our financial strength rating of BB- and our senior debt rating of B- on CreditWatch Negative. On January 16, 2013, Standard & Poor’s affirmed our financial strength rating of BB- and our senior debt rating of B-. They also removed the ratings from CreditWatch Negative and returned the outlook to stable. On December 7, 2012, Standard & Poor’s affirmed our financial strength rating of BB- and our senior debt rating of B- and placed the ratings on CreditWatch Negative. On April 5, 2012, Standard & Poor’s affirmed our financial strength rating of BB- and raised our senior debt rating to B- from CCC+. They maintained their stable outlook on our ratings. On March 24, 2011, Standard & Poor’s affirmed our financial strength rating of BB- and our senior debt rating of CCC+. They changed their outlook on our ratings from negative to stable.

The financial strength and debt ratings as of April 14, 2014 were as follows:

   
Financial Strength Rating
     
Senior Debt Rating
   
Rating Agency
 
of Phoenix Life (1)
 
Outlook
 
of PNX
 
Outlook
                 
A.M. Best Company, Inc.
 
B
 
Stable
 
b
 
Negative
Standard & Poor’s
 
BB-
 
Negative
 
B-
 
Negative
———————
(1)   
PHLVIC 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.

 
104

 
 
Consolidated Financial Condition

Consolidated Balance Sheet:
       
Increase (decrease) and
 
($ in millions)
 
Sept 30,
   
Dec 31,
   
percentage change
 
   
2012
   
2011
   
2012 vs. 2011
 
         
As restated and amended
             
ASSETS
                       
Available-for-sale debt securities, at fair value
  $ 12,436.7     $ 11,797.0     $ 662.2       5
Available-for-sale equity securities, at fair value
    30.9       35.7       (4.8 )     (13 %)
Limited partnerships and other investments
    559.2       565.3       (6.1 )     (1 %)
Policy loans, at unpaid principal balances
    2,338.4       2,379.3       (40.9 )     (2 %)
Derivative instruments
    195.1       162.2       32.9       20
Fair value investments
    213.8       184.0       7.3       16
Total investments
    15,774.1       15,123.5       650.6       4
Cash and cash equivalents
    283.8       168.2       115.6       69
Accrued investment income
    207.8       175.6       32.2       18
Receivables
    663.1       648.6       14.5       2
Deferred policy acquisition costs
    944.4       1,105.1       (160.7 )     (15 %)
Deferred income taxes, net
    61.1       120.6       (59.5 )     (49 %)
Other assets
    279.3       244.2       35.1       14
Discontinued operations assets
    53.9       85.3       (31.4 )     (37 %)
Separate account assets
    3,395.4       3,816.9       (421.5 )     (11 %)
Total assets
  $ 21,662.9     $ 21,488.0     $ 174.9       1
                                 
LIABILITIES
                               
Policy liabilities and accruals
  $ 12,657.1     $ 12,631.4     $ 25.7       0
Policyholder deposit funds
    2,914.6       2,432.2       482.4       20
Dividend obligations
    991.0       752.5       238.5       32
Indebtedness
    378.8       426.9       (48.1 )     (11 %)
Other liabilities
    730.5       658.0       72.5       11
Discontinued operations liabilities
    48.8       74.4       (25.6 )     (34 %)
Separate account liabilities
    3,395.4       3,816.9       (421.5 )     (11 %)
Total liabilities
    21,116.2       20,792.3       323.9       2
                                 
STOCKHOLDERS’ EQUITY
                               
Common stock
    0.1       1.3       (1.2 )     (92 %)
Additional paid in capital
    2,632.7       2,630.5       2.2       0
Accumulated other comprehensive loss
    (232.0 )     (230.7 )     (1.3 )     (1 %)
Accumulated deficit
    (1,676.4 )     (1,528.7 )     (147.7 )     (10 %)
Treasury stock
    (182.9 )     (179.5 )     (3.4 )     (2 %)
Total The Phoenix Companies, Inc. stockholders’ equity
    541.5       692.9       (151.4 )     (22 %)
Noncontrolling interests
    5.2       2.8       2.4       86
Total liabilities and stockholders’ equity
    546.7       695.7       (149.0 )     (21 %)
Total The Phoenix Companies, Inc. stockholders’ equity
  $ 21,662.9     $ 21,488.0     $ 174.9       1
———————
Not meaningful (NM)

September 30, 2012 compared with December 31, 2011

Assets

The increase in total investments was the result of purchases of securities associated with positive cash flow generated by our annuity business due to annuity sales. In addition, the value of available-for-sale debt securities improved as a result of favorable impacts on fixed income securities as treasury rates declined during the first three quarters of 2012. Partially offsetting these increases was a decline in policy loans outstanding.

The increase in accrued investment income was attributable to the higher amount of available for sale debt securities and higher policyholder loan accrued interest.

The increase in receivables was attributable to a higher amount of claims to reinsurers as a result of negative mortality experience in the third quarter of 2012, resulting in higher outstanding reinsurance recoverables.

 
105

 
 
Deferred policy acquisition costs decreased primarily related to universal life as a result of amortization during the nine months ended September 30, 2012. The deferred policy acquisition cost balance associated with fixed annuities increased related to the deferral of commissions on sales of our fixed indexed annuities, partially offset by amortization of previously deferred expenses. The table below presents deferred policy acquisition cost by product.

The decrease in deferred tax assets recorded is attributable to the current period reduction of unrealized losses on the Company’s available-for-sale debt securities for which a deferred tax asset has been recorded.

Composition of Deferred Policy Acquisition Costs
        Increase (decrease) and  
by Product:
Sept 30,
 
Dec 31,
 
percentage change
 
($ in millions)
2012
 
2011
 
2012 vs. 2011
 
     
As restated
and amended
     
         
                         
Variable universal life
  $ 143.7     $ 155.7     $ (12.0 )     (8 %)
Universal life
    241.3       380.7       (139.4 )     (37 %)
Variable annuities
    100.0       115.2       (15.2 )     (13 %)
Fixed annuities
    116.3       67.4       48.9    
NM
 
Traditional life
    343.1       400.2       (57.1 )     (14 %)
Total deferred policy acquisition costs
  $ 944.4     $ 1,119.2     $ (174.8 )     (16 %)
———————
Not meaningful (NM)

Discontinued assets and liabilities declined as a result of the commutation of certain contracts during the second quarter of 2012.

Separate accounts decreased primarily as a result of the transfer of pension assets from a Phoenix separate account to the direct control of the plan’s trustee during the second quarter of 2012.

Liabilities and Stockholders’ Equity

Policyholder deposit funds increased primarily as a result of continued sales of fixed indexed annuities as well as positive market performance as illustrated in the table below entitled “Annuity Funds on Deposit.”

Dividend obligations increased during the nine months ended September 30, 2012 primarily resulting from an increase in unrealized gains on the closed block assets related to a decline in interest rates in the first nine months of 2012.

During the third quarter of 2012, $48.3 million of surplus notes were repurchased from the open market.

The decrease in total stockholders’ equity was primarily a result of the net loss recognized for the nine months ended September 30, 2012. The net loss was partially offset by a decrease in accumulated other comprehensive loss related to appreciation of investments.

Funds on Deposit

Annuity Funds on Deposit:
 
Three Months Ended
   
Nine Months Ended
 
($ in millions)
 
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
         
As restated
and amended
         
As restated
and amended
 
                         
Deposits
  $ 211.1     $ 279.0     $ 631.0     $ 675.6  
Performance and interest credited
    138.9       (350.5 )     329.2       (138.6 )
Fees
    (14.6 )     (13.0 )     (43.5 )     (41.6 )
Benefits and surrenders
    (134.9 )     (134.9 )     (453.1 )     (426.4 )
Change in funds on deposit
    200.5       (219.4 )     463.6       69.0  
Funds on deposit, beginning of period
    4,758.5       4,371.7       4,495.4       4,083.3  
Annuity funds on deposit, end of period
  $ 4,959.0     $ 4,152.3     $ 4,959.0     $ 4,152.3  

 
106

 

Three and nine months ended September 30, 2012 compared with three and nine months ended September 30, 2011

Annuity funds on deposit increased $200.5 million during the three months ended September 30, 2012 compared to a decrease of $219.4 million during the three months ended September 30, 2011. The increase in the third quarter of 2012 reflected deposits from sales of fixed indexed annuity contracts and positive market performance partially offset by surrenders of variable annuity contracts. This compared with a decrease in the third quarter of 2011 that reflected negative market performance.

Annuity funds on deposit increased $463.3 million and $69.0 million during the nine months ended September 30, 2012 and 2011, respectively. The increase in funds during the nine months ended September 30, 2012 and 2011 were both a result of deposits from sales of fixed indexed annuity contracts partially offset by variable annuity surrenders. The increase in funds during the 2012 period as compared to the 2011 period was significantly larger primarily as a result of the positive market performance in the current year.

Variable Universal Life Funds on Deposit:
 
Three Months Ended
   
Nine Months Ended
 
($ in millions)
 
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
         
As restated
and amended
         
As restated
and amended
 
                         
Deposits
  $ 20.6     $ 23.9     $ 62.8     $ 71.3  
Performance and interest credited
    43.6       (138.8 )     106.5       (76.9 )
Fees and cost of insurance
    (19.5 )     (20.5 )     (59.3 )     (62.9 )
Benefits and surrenders
    (24.2 )     (27.2 )     (92.6 )     (108.7 )
Change in funds on deposit
    20.5       (162.6 )     17.4       (177.2 )
Funds on deposit, beginning of period
    1,016.0       1,137.0       1,019.1       1,151.6  
Variable universal life funds on deposit, end of period
  $ 1,036.5     $ 974.4     $ 1,036.5     $ 974.4  

Three and nine months ended September 30, 2012 compared with three and nine months ended September 30, 2011

Variable universal life funds on deposit increased $20.5 million during the three months ended September 30, 2012 compared to a decrease of $162.6 million during the three months ended September 30, 2011. Changes in funds on deposit during both the third quarter 2012 and third quarter 2011 were primarily driven by market performance.

Variable universal life funds on deposit increased $17.4 million during the nine months ended September 30, 2012 compared to a decrease of $177.2 million during the nine months ended September 30, 2011. The increase in the 2012 period primarily related to positive market performance. The decrease in  the 2011 period was a result of negative market performance and surrenders.

Universal Life Funds on Deposit:
 
Three Months Ended
   
Nine Months Ended
 
($ in millions)
 
September 30,
   
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
         
As restated
and amended
         
As restated
and amended
 
                         
Deposits
  $ 97.1     $ 94.2     $ 275.8     $ 285.0  
Interest credited
    18.7       19.4       56.7       60.2  
Fees and cost of insurance
    (93.1 )     (101.1 )     (283.4 )     (307.6 )
Benefits and surrenders
    (27.2 )     (30.7 )     (81.6 )     (91.2 )
Change in funds on deposit
    (4.5 )     (18.2 )     (32.5 )     (53.6 )
Funds on deposit, beginning of period
    1,824.8       1,883.5       1,852.8       1,918.9  
Universal life funds on deposit, end of period
  $ 1,820.3     $ 1,865.3     $ 1,820.3     $ 1,865.3  

Three and nine months ended September 30, 2012 compared with three and nine months ended September 30, 2011

Universal life funds on deposit decreased $4.5 million and $18.2 million during the three months ended September 30, 2012 and 2011, respectively. Universal life funds on deposit also decreased $32.5 million and $53.6 million during the nine months ended September 30, 2012 and 2011. The decrease during these periods was primarily a result of fees and cost of insurance charges and surrenders exceeding deposits as a result of minimal new sales.

 
107

 

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 September 30, 2012, the Company had unfunded commitments of $215.5 million under such agreements, of which $16.9 million is expected to be funded by December 31, 2012.

In addition, the Company enters into agreements to purchase private placement investments. At September 30, 2012, the Company had open commitments of $41.6 million under such agreements which are expected to be funded by December 31, 2012.

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 our 2012 Form 10-K.

Obligations Related to Pension and Post-employment Employee Benefit Plans

As of September 30, 2012, there were no material changes to our obligations related to pension and post-employment employee benefit plans as described in our 2012 Form 10-K.

We made contributions to the pension plan of $3.4 million in the first quarter of 2012, $3.6 million in the second quarter of 2012 and $11.2 million in the third quarter of 2012. We made contributions totaling $17.3 million during 2011. We do not expect to make additional contributions to the plans over the next three months. However, on July 6, 2012, the Surface Transportation Extension Act of 2012, Part II, was enacted into law and is effective immediately. The law includes certain pension funding stabilization provisions. We are evaluating its impact.

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

See Note 16 to our consolidated financial statements in this Form 10-Q for additional information.

Off-Balance Sheet Arrangements

As of September 30, 2012 and December 31, 2011, we do not have any 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 which are disclosed in Note 22 to our consolidated financial statements in this Form 10-Q for additional information.

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.

Statutory Capital and Surplus

Phoenix Life’s statutory basis capital and surplus (including AVR) increased from $845.7 million at December 31, 2011 to $944.4 million at September 30, 2012. The principal factor resulting in this increase was consolidated net income of $184.5 million, offset by $54.0 million of dividends declared during 2012 and $48.1 million of surplus note retirement.

 
108

 

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 our 2012 Form 10-K for information regarding our enterprise risk management. There were no material changes in our exposure to operational or market risk at September 30, 2012 compared with December 31, 2011.
 
Item 3.      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For information about our management of market risk, see the Enterprise Risk Management section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2012 Form 10-K. There were no material changes in our market risk exposure at September 30, 2012 compared with December 31, 2011.
 
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 September 30, 2012, 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 September 30, 2012 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 2012 Form 10-K. As disclosed in the 2012 Form 10-K, the Chief Executive Officer and Chief Financial Officer previously concluded that, as of December 31, 2012, 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 2012 Form 10-K. Management has concluded that the material weaknesses that were present at December 31, 2012 were also present at September 30, 2012. These material weaknesses included deficiencies in the period-end financial reporting process which includes the timely preparation and filing of the Company’s interim consolidated financial statements.
 
To address these material weaknesses, management performed additional analyses and other procedures (as further described under the subheading “Management’s Remediation Initiatives” in the 2012 Form 10-K) to ensure that the Company’s consolidated financial statements were prepared in accordance with U.S. GAAP. Accordingly, the Company’s management believes that the consolidated 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.

 
 
109

 

Previously Identified Material Weaknesses
 
As previously disclosed in the 2012 Form 10-K, management concluded that, as of December 31, 2012, 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 Part II, Item 9A of the 2012 Form 10-K.

Remediation Status

As disclosed in the 2012 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 2012 Form 10-K and will continue to evaluate the remediation and may in the future implement additional measures.

Changes in Internal Control Over Financial Reporting

There were no material changes to the Company’s internal control over financial reporting during the third quarter of 2012.

 
110

 

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.
 
 
111

 

For a discussion of legal proceedings as of September 30, 2012, see Item 3, "Legal Proceedings" in Part I, Item 3 of our 2012 Form 10-K.

See Item 1A, “Risk Factors” in Part I, Item 1A of our 2012 Form 10-K and Note 21 to our consolidated 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. You should carefully consider the risk factors disclosed in Part I, Item 1A of our 2012 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.

As of September 30, 2012, there were no material changes to the Company’s risk factors disclosed in Part I, Item 1A of our 2012 Form 10-K.
 
Item 2.      UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a)
Not applicable.

(b)
Not applicable.

(c)
Not applicable.
 
Item 3.      DEFAULTS UPON SENIOR SECURITIES

Not applicable.
 
Item 4.     MINE SAFETY DISCLOSURES

Not applicable.
 
Item 5.      OTHER INFORMATION

(a)      Not applicable.

(b)      No material changes.

 
112

 

Item 6.      EXHIBITS

Exhibit
   
     
3.1
 
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc. (incorporated by reference to Exhibit 3.1 to The Phoenix Companies, Inc. Current Report on Form 8-K filed August 13, 2012)
     
3.2
 
Amended and Restated Certificate of Incorporation of The Phoenix Companies, Inc.,  as amended August 10, 2012 (incorporated by reference to Exhibit 3.1(a) to The Phoenix Companies, Inc. Annual Report on Form 10-K filed April 1, 2014)
     
 
Ratio of Earnings to Fixed Charges*
     
 
Certification of James D. Wehr, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
       
 
Certification of Bonnie J. Malley, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
 
       
 
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

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.

 
113

 

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.
 
       
Date:   April 22 , 2014
By:
/s/ Bonnie J. Malley
 
   
Bonnie J. Malley
 
   
Executive Vice President and Chief Financial Officer
 
       

 
 
 
 
114