10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED September 30, 2013

OR

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

FOR THE TRANSITION PERIOD FROM __________ TO __________

Commission File Number: 001-16517

THE PHOENIX COMPANIES, INC.

(Exact name of registrant as specified in its charter)

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

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

(860) 403-5000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   YES o     NO x

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

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

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

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

On September 4, 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, 2013 (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, 2013, which was filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2014 (the “2013 Form 10-K”). The 2013 Form 10-K contains audited financial statements of the Company for the years ended December 31, 2013, 2012 and 2011 and unaudited financial information presented for each quarter during the fiscal year 2013.

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 unaudited financial statements contained in its historical Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, in each case filed prior to November 8, 2012, should no longer be relied upon and should be restated.

In the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, which was filed with the SEC on April 1, 2014 (the “2012 Form 10-K”), the Company restated and corrected the following financial statements of the Company (the “Restatement”): (i) the audited consolidated balance sheet as of December 31, 2011 and consolidated statements of income and comprehensive income, consolidated statements of cash flows and consolidated statements of changes in stockholders’ equity 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 consolidated statements of income and comprehensive income, unaudited consolidated balance sheets, unaudited consolidated statements of cash flows and unaudited consolidated statements of changes in stockholders’ equity for the 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 originally reported in the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2012. The 2012 Form 10-K was filed by the Company in lieu of the Company separately filing with the SEC amendments to its previously filed Annual Reports on Form 10-K for each of the years ended December 31, 2011 and 2010 and its previously filed Quarterly Reports on Form 10-Q for the quarterly periods ended March 31 and June 30, 2012, and March 31, June 30 and September 30, 2011.

The unaudited financial statements for the three and nine month periods ended September 30, 2012 contained in this Form 10-Q are consistent with the restated and amended financial statements for the year ended December 31, 2012 and the three and nine month periods ended September 30, 2012 contained in the 2012 Form 10-K, and reflects corrections that were made during the Restatement process impacting such periods and to amend such unaudited financial statements for the impact of the retrospective adoption of amended accounting guidance. The unaudited financial statements for the three month and nine month periods ended September 30, 2013 contained in this Form 10-Q are consistent with those contained in the 2013 Form 10-K.

The information contained in this Form 10-Q serves to update the financial statements of the Company for the year ended December 31, 2012 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, 2013 contained in the 2013 Form 10-K.

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	58
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	84
Item 4.	Controls and Procedures	84
Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	86
Item 1A.	Risk Factors	86
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	86
Item 3.	Defaults Upon Senior Securities	86
Item 4.	Mine Safety Disclosures	86
Item 5.	Other Information	86
Item 6.	Exhibits	87
Signatures		88

3

PART I. FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

THE PHOENIX COMPANIES, INC.

Unaudited Consolidated Balance Sheets

($ in millions, except share data)

September 30, 2013 and December 31, 2012

	September 30, 2013			December 31, 2012
ASSETS:
Available-for-sale debt securities, at fair value (amortized cost of $11,222.8 and $11,018.4)	$	11,713.2		$	11,956.4
Available-for-sale equity securities, at fair value (cost of $26.9 and $27.5)	45.2			34.8
Short-term investments	454.8			699.6
Limited partnerships and other investments	573.0			577.3
Policy loans, at unpaid principal balances	2,329.9			2,354.7
Derivative instruments	197.2			157.4
Fair value investments	223.7			201.5
Total investments	15,537.0			15,981.7
Cash and cash equivalents	492.8			246.4
Accrued investment income	206.1			170.3
Receivables	68.6			82.9
Reinsurance recoverable	589.6			583.6
Deferred policy acquisition costs	900.4			902.2
Deferred income taxes, net	66.0			49.4
Other assets	276.4			243.1
Discontinued operations assets	45.5			53.7
Separate account assets	3,350.9			3,316.5
Total assets	$	21,533.3		$	21,629.8
LIABILITIES:
Policy liabilities and accruals	$	12,559.3		$	12,656.7
Policyholder deposit funds	3,328.6			3,040.7
Dividend obligations	746.5			1,003.6
Indebtedness	378.8			378.8
Pension and postretirement liabilities	407.2			429.3
Other liabilities	342.9			245.3
Discontinued operations liabilities	39.6			48.4
Separate account liabilities	3,350.9			3,316.5
Total liabilities	21,153.8			21,119.3
CONTINGENCIES AND COMMITMENTS (Notes 20 & 21)
STOCKHOLDERS’ EQUITY:
Common stock, $.01 par value: 5.7 million and 5.7 million shares outstanding	0.1			0.1
Additional paid-in capital	2,633.1			2,633.1
Accumulated other comprehensive income (loss)	(258.9		)	(249.3		)
Retained earnings (accumulated deficit)	(1,820.5		)	(1,697.2		)
Treasury stock, at cost: 0.7 million and 0.7 million shares	(182.9		)	(182.9		)
Total The Phoenix Companies, Inc. stockholders’ equity	370.9			503.8
Noncontrolling interests	8.6			6.7
Total stockholders’ equity	379.5			510.5
Total liabilities and stockholders’ equity	$	21,533.3		$	21,629.8

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

4

THE PHOENIX COMPANIES, INC.

Unaudited Consolidated Statements of Income and Comprehensive Income

($ in millions, except per share data)

Nine Months EndedSeptember 30, 2013 and 2012

	Three Months Ended   September 30,						Nine Months Ended   September 30,
	2013			2012			2013			2012
REVENUES:
Premiums	$	84.5		$	94.8		$	254.6		$	290.6
Fee income	140.4			138.8			409.3			423.1
Net investment income	199.3			205.1			584.4			623.3
Net realized investment gains (losses):
Total other-than-temporary impairment (“OTTI”) losses	(1.7		)	(7.2		)	(2.6		)	(30.6		)
Portion of OTTI gains (losses) recognized in   other comprehensive income (“OCI”)	(0.4		)	(0.2		)	(4.6		)	11.3
Net OTTI losses recognized in earnings	(2.1		)	(7.4		)	(7.2		)	(19.3		)
Net realized investment gains (losses), excluding OTTI losses	10.1			34.9			6.5			20.9
Net realized investment gains (losses)	8.0			27.5			(0.7		)	1.6
Gain on debt repurchase	—			11.9			—			11.9
Total revenues	432.2			478.1			1,247.6			1,350.5
BENEFITS AND EXPENSES:
Policy benefits, excluding policyholder dividends	261.1			352.5			852.7			888.9
Policyholder dividends	66.2			81.0			121.9			222.3
Policy acquisition cost amortization	33.1			71.7			110.6			164.6
Interest expense on indebtedness	7.1			7.9			21.9			23.7
Other operating expenses	77.7			61.9			250.3			187.1
Total benefits and expenses	445.2			575.0			1,357.4			1,486.6
Income (loss) from continuing operations before income taxes	(13.0		)	(96.9		)	(109.8		)	(136.1		)
Income tax expense (benefit)	9.2			(4.9		)	12.1			(1.0		)
Income (loss) from continuing operations	(22.2		)	(92.0		)	(121.9		)	(135.1		)
Income (loss) from discontinued operations, net of income taxes	0.3			(6.0		)	(1.7		)	(12.0		)
Net income (loss)	(21.9		)	(98.0		)	(123.6		)	(147.1		)
Less: Net income (loss) attributable to noncontrolling interests	(0.1		)	0.8			(0.3		)	0.6
Net income (loss) attributable to   The Phoenix Companies, Inc.	$	(21.8	)	$	(98.8	)	$	(123.3	)	$	(147.7	)

(Continued on next page)

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

5

THE PHOENIX COMPANIES, INC.

Unaudited Consolidated Statements of Income and Comprehensive Income

($ in millions, except per share data)

Nine Months EndedSeptember 30, 2013 and 2012

(Continued from previous page)	Three Months Ended   September 30,						Nine Months Ended   September 30,
	2013			2012			2013			2012
COMPREHENSIVE INCOME (LOSS):
Net income (loss) attributable to   The Phoenix Companies, Inc.	$	(21.8	)	$	(98.8	)	$	(123.3	)	$	(147.7	)
Net income (loss) attributable to noncontrolling interests	(0.1		)	0.8			(0.3		)	0.6
Net income (loss)	(21.9		)	(98.0		)	(123.6		)	(147.1		)
Other comprehensive income (loss) before income taxes:
Unrealized investment gains (losses), net of related offsets	12.6			31.6			(35.3		)	82.3
Net pension liability adjustment	2.6			2.4			9.0			(0.1		)
Other comprehensive income (loss) before income taxes	15.2			34.0			(26.3		)	82.2
Less: Income tax expense (benefit) related to:
Unrealized investment gains (losses), net of related offsets	(0.2		)	38.6			(16.7		)	83.5
Net pension liability adjustment	—			—			—			—
Total income tax expense (benefit)	(0.2		)	38.6			(16.7		)	83.5
Other comprehensive income (loss), net of income taxes	15.4			(4.6		)	(9.6		)	(1.3		)
Comprehensive income (loss)	(6.5		)	(102.6		)	(133.2		)	(148.4		)
Less: Comprehensive income (loss) attributable to   noncontrolling interests	(0.1		)	0.8			(0.3		)	0.6
Comprehensive income (loss) attributable to   The Phoenix Companies, Inc.	$	(6.4	)	$	(103.4	)	$	(132.9	)	$	(149.0	)
EARNINGS (LOSS) PER SHARE: [1]
Income (loss) from continuing operations – basic	$	(3.87	)	$	(16.00	)	$	(21.23	)	$	(23.33	)
Income (loss) from continuing operations – diluted	$	(3.87	)	$	(16.00	)	$	(21.23	)	$	(23.33	)
Income (loss) from discontinued operations – basic	$	0.05		$	(1.04	)	$	(0.30	)	$	(2.07	)
Income (loss) from discontinued operations – diluted	$	0.05		$	(1.04	)	$	(0.30	)	$	(2.07	)
Net income (loss) attributable to   The Phoenix Companies, Inc.– basic	$	(3.80	)	$	(17.19	)	$	(21.47	)	$	(25.50	)
Net income (loss) attributable to   The Phoenix Companies, Inc. – diluted	$	(3.80	)	$	(17.19	)	$	(21.47	)	$	(25.50	)
Basic weighted-average common shares outstanding   (in thousands)	5,742			5,749			5,742			5,792
Diluted weighted-average common shares outstanding   (in thousands)	5,742			5,749			5,742			5,792

———————

[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 Consolidated Statements of Cash Flows

($ in millions)

Nine Months EndedSeptember 30, 2013 and 2012

	September 30,
	2013			2012
OPERATING ACTIVITIES:
Net income (loss)	$	(123.3	)	$	(147.7	)
Net realized investment gains / losses	(3.8		)	4.2
Gain on debt repurchase	—			(11.9		)
Policy acquisition costs deferred	(42.8		)	(56.2		)
Policy acquisition cost amortization	110.6			164.6
Amortization and depreciation	6.3			9.9
Interest credited	99.8			90.1
Equity in earnings of limited partnerships and other investments	(35.4		)	(46.0		)
Change in:
Accrued investment income	(102.8		)	(118.1		)
Deferred income taxes, net	—			(24.7		)
Receivables	14.1			10.9
Reinsurance recoverable	(6.7		)	(30.7		)
Policy liabilities and accruals	(299.3		)	(312.4		)
Pension and postretirement liabilities	(13.1		)	(21.5		)
Dividend obligations	(9.4		)	66.9
Impact of operating activities of consolidated investment entities, net	(3.6		)	—
Other operating activities, net	31.7			19.2
Cash provided by (used for) operating activities	(377.7		)	(403.4		)
INVESTING ACTIVITIES:
Purchases of:
Available-for-sale debt securities	(1,673.6		)	(1,168.4		)
Available-for-sale equity securities	(4.5		)	(6.3		)
Short-term investments	(1,089.1		)	(1,199.3		)
Derivative instruments	(72.4		)	(46.0		)
Fair value and other investments	(26.7		)	(28.7		)
Sales, repayments and maturities of:
Available-for-sale debt securities	1,524.1			1,222.2
Available-for-sale equity securities	3.8			7.9
Short-term investments	1,334.5			967.9
Derivative instruments	34.0			16.2
Fair value and other investments	18.2			17.6
Contributions to limited partnerships and limited liability corporations	(51.8		)	(63.7		)
Distributions from limited partnerships and limited liability corporations	78.9			101.9
Policy loans, net	86.8			106.7
Impact of investing activities of consolidated investment entities, net	—			—
Other investing activities, net	(6.9		)	(5.8		)
Cash provided by (used for) investing activities	155.3			(77.8		)

(Continued on next page)

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

7

THE PHOENIX COMPANIES, INC.

Unaudited Consolidated Statements of Cash Flows

($ in millions)

Nine Months EndedSeptember 30, 2013 and 2012

(Continued from previous page)	September 30,
	2013			2012
FINANCING ACTIVITIES:
Policyholder deposit fund deposits	1,025.1			1,216.3
Policyholder deposit fund withdrawals	(857.4		)	(861.8		)
Net transfers to/from separate accounts	299.3			279.4
Impact of financing activities of consolidated investment entities, net	2.3			0.1
Other financing activities, net	—			(39.6		)
Cash provided by (used for) financing activities	469.3			594.4
Change in cash and cash equivalents	246.9			113.2
Change in cash included in discontinued operations assets	(0.5		)	2.4
Cash and cash equivalents, beginning of period	246.4			168.2
Cash and cash equivalents, end of period	$	492.8		$	283.8
Supplemental Disclosure of Cash Flow Information
Income taxes paid (refunded)	$	8.5		$	3.3
Interest expense on indebtedness paid	$	18.6		$	20.4
Non-Cash Transactions During the Year
Investment exchanges	$	85.7		$	84.4

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

8

THE PHOENIX COMPANIES, INC.

Unaudited Consolidated Statements of Changes in Stockholders’ Equity

($ in millions)

Nine Months EndedSeptember 30, 2013 and 2012

	September 30,
	2013			2012
COMMON STOCK: [1]
Balance, beginning of period	$	0.1		$	1.3
Adjustment for reverse stock split	—			(1.2		)
Balance, end of period	$	0.1		$	0.1
ADDITIONAL PAID-IN CAPITAL:
Balance, beginning of period	$	2,633.1		$	2,630.5
Issuance of shares and compensation expense on stock compensation awards	—			1.0
Adjustment for reverse stock split [1]	—			1.2
Balance, end of period	$	2,633.1		$	2,632.7
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):
Balance, beginning of period	$	(249.3	)	$	(230.7	)
Other comprehensive income (loss)	(9.6		)	(1.3		)
Balance, end of period	$	(258.9	)	$	(232.0	)
RETAINED EARNINGS (ACCUMULATED DEFICIT):
Balance, beginning of period	$	(1,697.2	)	$	(1,528.7	)
Net income (loss)	(123.3		)	(147.7		)
Balance, end of period	$	(1,820.5	)	$	(1,676.4	)
TREASURY STOCK, AT COST: [1]
Balance, beginning of period	$	(182.9	)	$	(179.5	)
Treasury shares purchased	—			(3.4		)
Balance, end of period	$	(182.9	)	$	(182.9	)
TOTAL STOCKHOLDERS’ EQUITY ATTRIBUTABLE TO
THE PHOENIX COMPANIES, INC.:
Balance, beginning of period	$	503.8		$	692.9
Change in stockholders’ equity attributable to The Phoenix Companies, Inc.	(132.9		)	(151.4		)
Balance, end of period	$	370.9		$	541.5
NONCONTROLLING INTERESTS:
Balance, beginning of period	$	6.7		$	2.8
Change in noncontrolling interests	1.9			2.4
Balance, end of period	$	8.6		$	5.2
TOTAL STOCKHOLDERS’ EQUITY:
Balance, beginning of period	$	510.5		$	695.7
Change in stockholders’ equity	(131.0		)	(149.0		)
Stockholders’ equity, end of period	$	379.5		$	546.7

———————

[1] Reflects the 1-for-20 reverse stock split, which was effective August 10, 2012. See Note 9 to these 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 Consolidated Financial Statements

Nine Months EndedSeptember 30, 2013 and 2012

1.    Organization and Description of Business

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

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

2.    Basis of Presentation and Significant Accounting Policies

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

Certain prior year amounts have been reclassified to conform to the current year presentation. These financial statements include all adjustments (consisting primarily of accruals) considered necessary for the fair statement of the consolidated balance sheet, consolidated statements of income and comprehensive income, consolidated statements of cash flows and consolidated statements of changes in stockholders’ equity for the interim periods. Certain financial information that is not required for interim reporting has been omitted. Financial results for the three months and nine months ended September 30, 2013 are not necessarily indicative of full year results. Results for the quarter ended and nine months ended September 30, 2013 include $0 and $2.4 million, respectively, of income related to out-of-period adjustments. Such amounts are not material to any period presented. These financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2012 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 estimated gross profits (“EGPs”) and estimated gross margins (“EGMs”) used in the valuation and amortization of assets and liabilities associated with universal life and annuity contracts; policyholder liabilities and accruals; valuation of investments in debt and equity securities: limited partnerships and other investments; valuation of deferred tax assets; pension and other post-employment benefits liabilities; and accruals for contingent liabilities. Actual results could differ from these estimates.

10

Adoption of new accounting standards

Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board (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 was effective for the first interim or annual reporting period beginning after December 15, 2012 and should be applied prospectively. See Note 14 to these financial statements for the disclosures required by this guidance.

Disclosures about Offsetting Assets and Liabilities

In December 2011 and January 2013, 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. 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 balance sheets and instruments and transactions subject to an agreement similar to a master netting arrangement. This guidance was effective for periods beginning on or after January 1, 2013, with respective disclosures required retrospectively for all comparative periods presented. See Note 11 to these financial statements for the disclosures required by this guidance.

Definition of a Business Entity

In December 2013, the FASB issued updated guidance establishing a single definition of a public entity for use in financial accounting and reporting guidance. This new guidance is effective for all current and future reporting periods and did not have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Accounting standards not yet adopted

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

In June 2013, the FASB issued updated guidance clarifying the characteristics of an investment company and requiring new disclosures. Under the guidance, all entities regulated under the Investment Company Act of 1940 automatically qualify as investment companies, while all other entities need to consider both the fundamental and typical characteristics of an investment company in determining whether they qualify as investment companies. This new guidance is effective for interim or annual reporting periods that begin after December 15, 2013 and should be applied prospectively. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

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

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

11

Accounting for Troubled Debt Restructurings by Creditors

In January 2014, the FASB issued updated guidance for troubled debt restructurings clarifying when an in substance repossession or foreclosure occurs, and when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The new guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2014. This guidance can be elected for prospective adoption or by using a modified retrospective transition method. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Accounting for Investments in Qualified Affordable Housing Projects

In January 2014, the FASB issued updated guidance regarding investments in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. Under the guidance, an entity is permitted to make an accounting policy election to amortize the initial cost of its investment in proportion to the tax credits and other tax benefits received and recognize the net investment performance in the statement of operations as a component of income tax expense (benefit) if certain conditions are met. The new guidance is effective for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014, and should be applied retrospectively to all periods presented. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

In April 2014, the FASB issued updated guidance that changes the criteria for reporting discontinued operations and introduces new disclosures. The new guidance is effective prospectively to new disposals and new classifications of disposal groups as held for sale that occur within annual periods beginning on or after December 15, 2014 and interim periods within those annual periods. Early adoption is permitted for new disposals or new classifications as held for sale that have not been reported in financial statements previously issued. The Company will apply the guidance to new disposals and operations newly classified as held for sale, beginning first quarter of 2015, with no effect on existing reported discontinued operations. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

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

In July 2013, the FASB issued updated guidance regarding the presentation of unrecognized tax benefits when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. This new guidance is effective for interim or annual reporting periods that begin after December 15, 2013, and should be applied prospectively, with early application permitted. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Significant Accounting Policies

Our significant accounting policies are presented in the notes to our consolidated financial statements for the year ended December 31, 2012 contained in the 2012 Form 10-K. There have been no significant changes since the filing of the year-end December 31, 2012 consolidated financial statements discussed above.

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3.    Reinsurance

Reinsurance recoverable includes balances due from reinsurers for paid and unpaid losses and is presented net of an allowance for uncollectable reinsurance. The reinsurance recoverable balance is $589.6 million and $583.6 million as of September 30, 2013 and December 31, 2012, respectively. Other reinsurance activity is shown below.

Direct Business and Reinsurance in Continuing Operations:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Direct premiums	$	120.1		$	133.4		$	367.8		$	411.6
Premiums assumed from reinsureds	2.7			1.9			6.7			6.1
Premiums ceded to reinsurers [1]	(38.3		)	(40.5		)	(119.9		)	(127.1		)
Premiums	$	84.5		$	94.8		$	254.6		$	290.6
Percentage of amount assumed to net premiums	3.2%			2.0%			2.6%			2.1%
Direct policy benefits incurred	$	205.6		$	191.9		$	603.0		$	574.1
Policy benefits assumed from reinsureds	3.6			30.0			22.4			67.9
Policy benefits ceded to reinsurers	(77.6		)	(49.3		)	(192.8		)	(200.1		)
Premiums paid to reinsurers [2]	26.4			28.1			53.8			69.5
Policy benefits [3]	$	158.0		$	200.7		$	486.4		$	511.4

———————

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

[2] For universal life and variable universal life contracts, premiums paid to reinsurers are reflected within policy benefits. See Note 2 to these 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 $103.1 million and $151.8 million, net of reinsurance, for the three months ended September 30, 2013 and 2012, respectively, and $366.3 million and $377.5 million, net of reinsurance, for the nine months ended September 30, 2013 and 2012, 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, 2013, five major reinsurance companies account for approximately 64% of the reinsurance recoverable.

4.    Demutualization and Closed Block

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

Because closed block liabilities exceed closed block assets, we have a net closed block liability at September 30, 2013 and December 31, 2012, respectively. This net liability represents the maximum future earnings contribution to be recognized from the closed block and the change in this net liability each period is in the earnings contribution recognized from the closed block for the period. To the extent that actual cash flows differ from amounts anticipated, we may adjust policyholder dividends. If the closed block has excess funds, those funds will be available only to the closed block policyholders. However, if the closed block has insufficient funds to make policy benefit payments that are guaranteed, the payments will be made from assets outside of the closed block.

13

Closed Block Assets and Liabilities as of:	September 30, 2013			December 31, 2012
($ in millions)							Inception
Available-for-sale debt securities	$	5,856.8		$	6,221.5		$	4,773.1
Available-for-sale equity securities	16.9			11.4			—
Short-term investments	140.0			174.9			—
Limited partnerships and other investments	349.3			353.1			399.0
Policy loans	1,213.6			1,233.5			1,380.0
Fair value investments	37.9			30.8			—
Total closed block investments	7,614.5			8,025.2			6,552.1
Cash and cash equivalents	106.5			32.7			—
Accrued investment income	84.2			85.3			106.8
Receivables	44.5			53.1			35.2
Reinsurance recoverable	20.3			7.5			—
Deferred income taxes	251.3			217.6			389.4
Other closed block assets	17.5			31.7			6.2
Total closed block assets	8,138.8			8,453.1			7,089.7
Policy liabilities and accruals	8,283.1			8,421.7			8,301.7
Policyholder dividends payable	213.7			223.8			325.1
Policy dividend obligation	532.6			779.8			—
Other closed block liabilities	109.6			47.5			12.3
Total closed block liabilities	9,139.0			9,472.8			8,639.1
Excess of closed block liabilities over closed block assets [1]	1,000.2			1,019.7			$	1,549.4
Less: Excess of closed block assets over closed block liabilities   attributable to noncontrolling interests	(6.3		)	(5.4		)
Excess of closed block liabilities over closed block assets attributable to   The Phoenix Companies, Inc.	$	1,006.5		$	1,025.1

———————

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

Closed Block Revenues and Expenses andChanges in	Three Months Ended						Nine Months Ended
Policyholder Dividend Obligations:	September 30,						September 30,
($ in millions)	2013			2012			2013			2012
Closed block revenues
Premiums	$	76.2		$	89.5		$	230.4		$	270.1
Net investment income	104.0			115.7			304.1			343.5
Net realized investment gains (losses)	8.0			7.5			9.7			9.4
Total revenues	188.2			212.7			544.2			623.0
Policy benefits, excluding policyholder dividends	111.1			120.1			389.7			364.8
Other operating expenses	1.4			1.3			4.0			3.6
Total benefits and expenses, excluding   policyholder dividends	112.5			121.4			393.7			368.4
Closed block contribution to income before dividends   and income taxes	75.7			91.3			150.5			254.6
Policyholder dividends	(66.2		)	(80.9		)	(121.8		)	(221.6		)
Closed block contribution to income before income taxes	9.5			10.4			28.7			33.0
Applicable income tax expense	3.3			3.6			10.0			11.5
Closed block contribution to income	6.2			6.8			18.7			21.5
Less: Closed block contribution to income attributable to   noncontrolling interests	(0.1		)	0.4			(0.3		)	0.4
Closed block contribution to income attributable to   The Phoenix Companies, Inc.	$	6.3		$	6.4		$	19.0		$	21.1

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Closed Block Policyholder Dividend Obligation as of:	September 30, 2013			December 31, 2012
($ in millions)
Policyholder dividend obligation
Policyholder dividends provided through earnings	$	121.8		$	294.5
Policyholder dividends provided through OCI	(247.9		)	168.0
Additions to (reductions of) policyholder dividend liabilities	(126.1		)	462.5
Policyholder dividends paid	(131.2		)	(211.4		)
Increase in policyholder dividend liabilities	(257.3		)	251.1
Policyholder dividend liabilities, beginning of period	1,003.6			752.5
Policyholder dividend liabilities, end of period	746.3			1,003.6
Policyholder dividends payable, end of period	(213.7		)	(223.8		)
Policyholder dividend obligation, end of period	$	532.6		$	779.8

The policyholder dividend obligation includes approximately $174.1 million and $172.6 million, respectively, for cumulative closed block earnings in excess of expected amounts calculated at the date of demutualization as of September 30, 2013 and December 31, 2012 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, 2013 and December 31, 2012, the policyholder dividend obligation also includes $358.5 million and $607.2 million, respectively, of net unrealized gains on investments supporting the closed block liabilities.

5.    Deferred Policy Acquisition Costs

The balances of and changes in deferred policy acquisition costs (“DAC”) as of and for the periods ended September 30, 2013 and 2012 are as follows:

Deferred Policy Acquisition Costs:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Policy acquisition costs deferred	$	13.9		$	18.0		$	42.8		$	56.2
Costs amortized to expenses:
Recurring costs	(32.4		)	(5.5		)	(107.9		)	(103.4		)
Assumption unlocking	—			(46.3		)	—			(46.3		)
Realized investment gains (losses)	(0.7		)	(20.0		)	(2.7		)	(14.9		)
Offsets to net unrealized investment gains or losses   included in AOCI [1]	5.0			(15.1		)	66.0			(66.4		)
Change in deferred policy acquisition costs	(14.2		)	(68.9		)	(1.8		)	(174.8		)
Deferred policy acquisition costs, beginning of period	914.6			1,013.3			902.2			1,119.2
Deferred policy acquisition costs, end of period	$	900.4		$	944.4		$	900.4		$	944.4

———————

[1] An offset to DAC 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 DAC amortized using gross profits or gross margins would result.

During the three and nine months ended September 30, 2013 and 2012, deferred expenses primarily consisted of commissions related to fixed indexed annuity sales.

15

6.    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 DAC. 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 income and comprehensive income.

Changes in Deferred Sales Inducement Activity:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Deferred asset, beginning of period	$	73.1		$	47.8		$	61.4		$	50.2
Sales inducements deferred	2.7			2.7			8.2			12.4
Amortization charged to income	(1.9		)	(2.1		)	(5.4		)	(6.2		)
Offsets to net unrealized investment gains or losses   included in AOCI	0.2			10.2			9.9			2.2
Deferred asset, end of period	$	74.1		$	58.6		$	74.1		$	58.6

7.    Investing Activities

Debt and equity securities

The following tables present the debt and equity securities available-for-sale by sector held at September 30, 2013 and December 31, 2012, 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, 2013
($ in millions)			Gross		Gross					OTTI
	Amortized		Unrealized		Unrealized			Fair		Recognized
	Cost		Gains [1]		Losses [1]			Value		in AOCI [2]
U.S. government and agency	$	404.0	$	45.6	$	(3.8	)	$	445.8	$	—
State and political subdivision	364.5		21.9		(8.8		)	377.6		(1.2		)
Foreign government	177.1		18.0		(0.3		)	194.8		—
Corporate	7,275.6		482.0		(132.4		)	7,625.2		(8.4		)
Commercial mortgage-backed (“CMBS”)	719.3		39.2		(3.7		)	754.8		(4.2		)
Residential mortgage-backed (“RMBS”)	1,717.6		55.2		(27.9		)	1,744.9		(26.4		)
CDO/CLO	220.7		5.5		(5.5		)	220.7		(15.3		)
Other asset-backed	344.0		16.6		(11.2		)	349.4		(1.8		)
Available-for-sale debt securities	$	11,222.8	$	684.0	$	(193.6	)	$	11,713.2	$	(57.3	)
Amounts applicable to the closed block	$	5,502.8	$	420.8	$	(66.8	)	$	5,856.8	$	(16.6	)
Available-for-sale equity securities	$	26.9	$	19.4	$	(1.1	)	$	45.2	$	—
Amounts applicable to the closed block	$	10.6	$	6.8	$	(0.5	)	$	16.9	$	—

———————

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

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

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Fair Value and Cost of Securities:	December 31, 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	$	355.9	$	58.5	$	(2.5	)	$	411.9	$	—
State and political subdivision	321.5		37.8		(2.1		)	357.2		(1.1		)
Foreign government	167.5		36.8		—			204.3		—
Corporate	6,996.4		745.7		(72.1		)	7,670.0		(8.3		)
CMBS	817.2		72.9		(7.9		)	882.2		(6.2		)
RMBS	1,698.2		94.3		(20.8		)	1,771.7		(30.6		)
CDO/CLO	240.5		6.4		(23.2		)	223.7		(18.1		)
Other asset-backed	421.2		26.6		(12.4		)	435.4		(1.4		)
Available-for-sale debt securities	$	11,018.4	$	1,079.0	$	(141.0	)	$	11,956.4	$	(65.7	)
Amounts applicable to the closed block	$	5,614.8	$	644.9	$	(38.2	)	$	6,221.5	$	(19.9	)
Available-for-sale equity securities	$	27.5	$	9.7	$	(2.4	)	$	34.8	$	—
Amounts applicable to the closed block	$	10.9	$	1.8	$	(1.3	)	$	11.4	$	—

———————

[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.

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

Maturities of Debt Securities:	September 30, 2013
($ in millions)	Amortized		Fair
	Cost		Value
Due in one year or less	$	239.8	$	246.4
Due after one year through five years	796.4		866.8
Due after five years through ten years	810.5		877.0
Due after ten years	6,374.5		6,653.2
CMBS/RMBS/ABS/CDO/CLO [1]	3,001.6		3,069.8
Total	$	11,222.8	$	11,713.2

———————

[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, 2013, 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.

17

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

Sales of Available-for-Sale Securities:	September 30, 2013			December 31, 2012
($ in millions)
Debt securities, available-for-sale
Proceeds from sales	$	328.1		$	346.5
Proceeds from maturities/repayments	1,182.0			1,527.2
Gross investment gains from sales, prepayments and maturities	31.6			52.3
Gross investment losses from sales and maturities	(3.5		)	(11.1		)
Equity securities, available-for-sale
Proceeds from sales	$	3.7		$	12.6
Gross investment gains from sales	1.3			8.5
Gross investment losses from sales	(1.2		)	(0.4		)

Aging of Temporarily Impaired Securities:	As of
($ in millions)	September 30, 2013
	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	$	35.5	$	(1.2	)	$	21.3	$	(2.6	)	$	56.8	$	(3.8	)
State and political subdivision	80.7		(6.5		)	11.0		(2.3		)	91.7		(8.8		)
Foreign government	38.6		(0.3		)	—		—			38.6		(0.3		)
Corporate	1,661.5		(74.6		)	241.7		(57.8		)	1,903.2		(132.4		)
CMBS	76.6		(2.7		)	12.2		(1.0		)	88.8		(3.7		)
RMBS	355.1		(15.9		)	138.7		(12.0		)	493.8		(27.9		)
CDO/CLO	46.6		(0.5		)	96.6		(5.0		)	143.2		(5.5		)
Other asset-backed	21.2		(0.7		)	43.4		(10.5		)	64.6		(11.2		)
Debt securities	2,315.8		(102.4		)	564.9		(91.2		)	2,880.7		(193.6		)
Equity securities	0.8		—			3.6		(1.1		)	4.4		(1.1		)
Total temporarily impaired securities	$	2,316.6	$	(102.4	)	$	568.5	$	(92.3	)	$	2,885.1	$	(194.7	)
Amounts inside the closed block	$	1,467.2	$	(40.0	)	$	222.2	$	(27.3	)	$	1,689.4	$	(67.3	)
Amounts outside the closed block	$	849.4	$	(62.4	)	$	346.3	$	(65.0	)	$	1,195.7	$	(127.4	)
Amounts outside the closed block   that are below investment grade	$	105.5	$	(4.1	)	$	91.2	$	(18.0	)	$	196.7	$	(22.1	)
Number of securities			411					147					558

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 $11.3 million at September 30, 2013, of which $9.1 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 $5.0 million at September 30, 2013, of which $0.0 million was depressed by more than 20% of amortized cost for more than 12 months.

18

As of September 30, 2013, available-for-sale securities in an unrealized loss position for over 12 months consisted of 141 debt securities and six equity securities. The debt securities primarily relate to corporate securities and asset backed 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 greater than 12 months, management performs an analysis on a security by security basis. Although there may be sustained losses for greater than 12 months on these securities, additional information is obtained related to company performance in the third quarter of 2013 which would not indicate that the additional losses are other-than-temporary.

Aging of Temporarily Impaired Securities:	As of
($ in millions)	December 31, 2012
	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	$	9.0	$	(0.1	)	$	28.4	$	(2.4	)	$	37.4	$	(2.5	)
State and political subdivision	13.5		(0.8		)	7.1		(1.3		)	20.6		(2.1		)
Foreign government	—		—			—		—			—		—
Corporate	300.9		(6.2		)	318.2		(65.9		)	619.1		(72.1		)
CMBS	8.4		(1.0		)	30.7		(6.9		)	39.1		(7.9		)
RMBS	64.7		(0.4		)	212.6		(20.4		)	277.3		(20.8		)
CDO/CLO	26.2		(2.0		)	132.7		(21.2		)	158.9		(23.2		)
Other asset-backed	10.1		(0.7		)	43.3		(11.7		)	53.4		(12.4		)
Debt securities	432.8		(11.2		)	773.0		(129.8		)	1,205.8		(141.0		)
Equity securities	4.4		(1.6		)	2.4		(0.8		)	6.8		(2.4		)
Total temporarily impaired securities	$	437.2	$	(12.8	)	$	775.4	$	(130.6	)	$	1,212.6	$	(143.4	)
Amounts inside the closed block	$	150.7	$	(4.6	)	$	332.4	$	(34.9	)	$	483.1	$	(39.5	)
Amounts outside the closed block	$	286.5	$	(8.2	)	$	443.0	$	(95.7	)	$	729.5	$	(103.9	)
Amounts outside the closed block   that are below investment grade	$	29.8	$	(2.0	)	$	177.5	$	(63.4	)	$	207.3	$	(65.4	)
Number of securities			108					196					304

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 $52.3 million at December 31, 2012, of which $52.1 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 $5.5 million at December 31, 2012, of which $5.5 million was depressed by more than 20% of amortized cost for more than 12 months.

19

As of December 31, 2012, available-for-sale securities in an unrealized loss position for over 12 months consisted of 192 debt securities and four equity securities. The debt securities primarily consist of 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 debt securities since the Company neither intends to sell the securities nor do we believe that it is more likely than not that it will be required to sell these securities before recovery of their amortized cost basis. Additionally, based on a security-by-security analysis, we expect to recover the entire amortized cost basis of these securities. In our evaluation of each security, management considers the actual recovery periods for these securities in previous periods of broad market declines. For securities with significant declines, individual security level analysis 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 greater than 12 months, management performs an analysis on a security by security basis. Although there may be sustained losses for greater than 12 months on these securities, additional information is obtained related to company performance which would not indicate that the losses are other-than-temporary.

Evaluating temporarily impaired available-for-sale securities

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

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, 2013, management does not have the intention to sell, nor does it expect to be required to sell, these securities prior to their recovery.

OTTIs recorded in the first nine months of 2013 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 $2.1 million for the third quarter of 2013 and $7.1 million for the third quarter of 2012 and $7.2 million for the first nine months of 2013 and $17.5 million for the first nine months of 2012. There were equity security OTTIs of $0 and $0 for the three and nine months ended September 30, 2013 and $0.0 million and $1.5 million for the three and nine months September 30, 2012. There were limited partnerships and other investment OTTIs of $0 and $0 for the three and nine months ended September 30, 2013 and $0.3 million and $0.3 million for the three and nine months ended September 30, 2012.

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 $(0.4) million for the third quarter of 2013, $(0.2) million for the third quarter of 2012, $(4.6) million for the first nine months of 2013 and $11.3 million for the first nine months of 2012.

20

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)	2013			2012			2013			2012
Balance, beginning of period	$	(72.5	)	$	(78.8	)	$	(72.6	)	$	(79.1	)
Add: Credit losses on securities not previously impaired [1]	(0.7		)	(1.5		)	(0.7		)	(3.8		)
Add: Credit losses on securities previously impaired [1]	(0.2		)	(5.6		)	(3.6		)	(11.8		)
Less: Credit losses on securities impaired due to intent to sell	—			—			—			—
Less: Credit losses on securities sold	2.9			5.3			6.4			14.1
Less: Increases in cash flows expected on     previously impaired securities	—			—			—			—
Balance, end of period	$	(70.5	)	$	(80.6	)	$	(70.5	)	$	(80.6	)

———————

[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 income and comprehensive income.

Limited partnerships and other investments

Limited Partnerships and Other Investments:	September 30, 2013		December 31, 2012
($ in millions)
Limited partnerships
Private equity funds	$	239.6	$	241.7
Mezzanine funds	188.7		202.1
Infrastructure funds	44.6		42.5
Hedge funds	12.9		14.3
Mortgage and real estate funds	3.7		5.4
Leverage leases	16.9		17.9
Direct equity investments	40.8		29.2
Life settlements	21.3		21.0
Other alternative assets	4.5		3.2
Limited partnerships and other investments	$	573.0	$	577.3
Amounts applicable to the closed block	$	349.3	$	353.1

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.

21

Net investment income

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

Sources of Net Investment Income:	Three Months Ended					Nine Months Ended
($ in millions)	September 30,					September 30,
	2013		2012			2013		2012
Debt securities [1]	$	144.0	$	158.9		$	430.8	$	462.2
Equity securities	0.3		0.5			—		2.4
Limited partnerships and other investments	14.1		14.0			37.9		48.5
Policy loans	39.0		35.7			119.5		120.7
Fair value investments	5.2		(0.1		)	7.2		1.5
Total investment income	202.6		209.0			595.4		635.3
Less: Discontinued operations	0.3		0.4			0.9		1.6
Less: Investment expenses	3.0		3.5			10.1		10.4
Net investment income	$	199.3	$	205.1		$	584.4	$	623.3
Amounts applicable to the closed block	$	104.0	$	115.7		$	304.1	$	343.5

———————

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

22

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)	2013			2012			2013			2012
Total other-than-temporary debt impairments	$	(1.7	)	$	(6.9	)	$	(2.6	)	$	(28.8	)
Portion of gains (losses) recognized in OCI	(0.4		)	(0.2		)	(4.6		)	11.3
Net debt impairment losses recognized in earnings	$	(2.1	)	$	(7.1	)	$	(7.2	)	$	(17.5	)
Debt security impairments:
U.S. government and agency	$	—		$	—		$	—		$	—
State and political subdivision	—			—			—			—
Foreign government	—			—			—			—
Corporate	(0.7		)	—			(0.7		)	(0.6		)
CMBS	(0.1		)	(3.3		)	(2.0		)	(4.5		)
RMBS	(1.4		)	(2.6		)	(4.3		)	(10.4		)
CDO/CLO	0.1			(0.7		)	(0.2		)	(0.7		)
Other asset-backed	—			(0.5		)	—			(1.3		)
Net debt security impairments	(2.1		)	(7.1		)	(7.2		)	(17.5		)
Equity security impairments	—			—			—			(1.5		)
Limited partnerships and other investment impairments	—			(0.3		)	—			(0.3		)
Impairment losses	(2.1		)	(7.4		)	(7.2		)	(19.3		)
Debt security transaction gains	19.7			33.4			31.7			41.4
Debt security transaction losses	(0.8		)	(1.3		)	(3.5		)	(4.9		)
Equity security transaction gains	0.3			5.0			1.3			5.0
Equity security transaction losses	—			(0.2		)	(1.2		)	(0.3		)
Limited partnerships and other investment transaction gains	0.7			5.5			0.7			6.8
Limited partnerships and other investment transaction losses	(4.6		)	(1.5		)	(4.6		)	(2.5		)
Net transaction gains (losses)	15.3			40.9			24.4			45.5
Derivative instruments	(15.2		)	(14.2		)	(34.9		)	(33.4		)
Embedded derivatives [1]	8.9			7.1			14.6			6.9
Assets valued at fair value	1.1			1.1			2.4			1.9
Net realized investment gains (losses),excluding impairment losses	10.1			34.9			6.5			20.9
Net realized investment gains (losses),including impairment losses	$	8.0		$	27.5		$	(0.7	)	$	1.6

———————

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

23

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)	2013			2012			2013			2012
Debt securities	$	(36.0	)	$	193.6		$	(447.6	)	$	398.2
Equity securities	4.8			(3.3		)	11.0			(0.4		)
Other investments	0.8			—			0.3			—
Net unrealized investment gains (losses)	$	(30.4	)	$	190.3		$	(436.3	)	$	397.8
Net unrealized investment gains (losses)	$	(30.4	)	$	190.3		$	(436.3	)	$	397.8
Applicable to closed block policyholder dividend obligation	(22.2		)	84.7			(247.9		)	171.5
Applicable to DAC	(5.0		)	15.1			(66.0		)	66.4
Applicable to other actuarial offsets	(15.8		)	58.9			(87.1		)	77.6
Applicable to deferred income tax expense (benefit)	(0.2		)	38.6			(16.7		)	83.5
Offsets to net unrealized investment gains (losses)	(43.2		)	197.3			(417.7		)	399.0
Net unrealized investment gains (losses) included in OCI	$	12.8		$	(7.0	)	$	(18.6	)	$	(1.2	)

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.

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 perform ongoing assessments of our investments in VIEs to determine whether we have the power to direct the most significant activities of the entity and an economic interest in the entity. When we hold both the power to direct the most significant activities of the entity and an economic interest in the entity, we are considered to be the primary beneficiary of the entity and consolidate the VIE. The consolidated entities are all investment company-like structures which follow specialized investment company accounting and record underlying investments at fair value. The nature of the VIEs’ operations and purpose are private equity limited partnerships, single asset LLCs and a fund of fund investment structure and have investments in homogeneous types of assets presented below.

24

The following table presents the total assets and total liabilities relating to consolidated VIEs at September 30, 2013 and December 31, 2012.

Carrying Value of Assets and Liabilities for	September 30, 2013						December 31, 2012
Consolidated Variable Interest Entities:					Maximum						Maximum
($ in millions)					Exposure						Exposure
	Assets		Liabilities		to Loss [1]		Assets		Liabilities		to Loss [1]
Debt securities, at fair value [2]	$	5.8	$	—	$	5.5	$	3.6	$	—	$	3.4
Equity securities, at fair value [2]	27.2		—		22.5		23.4		—		19.2
Cash and cash equivalents	11.6		—		11.4		10.2		—		10.2
Investment in partnership interests	10.4		—		10.4		11.0		—		11.0
Investment in single asset LLCs	15.7		—		9.8		6.8		—		5.4
Other assets	0.5		—		0.4		5.5		—		5.5
Total assets of consolidated VIEs	$	71.2	$	—	$	60.0	$	60.5	$	—	$	54.7
Total liabilities of consolidated VIEs	$	—	$	6.2	$	6.0	$	—	$	5.1	$	5.1

———————

[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 at September 30, 2013 and December 31, 2012 excludes unfunded commitments of $0 and $4.1 million, respectively.

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

Non-consolidated variable interest entities

We hold limited partnership interests with various VIEs primarily as a passive investor in private equity limited partnerships and through direct investments, in which the general partners are not related parties. As the Company is not the general partner in any VIE structures, consolidation is based on evaluation of the primary beneficiary. This analysis includes a review of the VIE’s capital structure, nature of the VIE’s operations and purpose and the Company’s involvement with the entity. When determining the need to consolidate a VIE, the design of the VIE is evaluated as well as any exposed risks of the Company’s investment. As we do not have both: (i) the power to direct the activities of the VIE that most significantly impact the economic performance of the entity; and (ii) the obligation to absorb losses of the entity that could be potentially significant to the VIE or the right to receive benefits from the entity that could be potentially significant, we do not consolidate these VIEs. These investments are accounted for under the equity method of accounting and are included in limited partnerships and other investments on our consolidated balance sheets. We reassess our VIE determination with respect to an entity on an ongoing basis. The following table presents the carrying value of assets and liabilities and the maximum exposure to loss relating to significant VIEs for which we are not the primary beneficiary.

The carrying value of our investments in non-consolidated VIEs (based upon sponsor values and financial statements of the individual entities) for which we are not the primary beneficiary was $158.3 million and $139.7 million as of September 30, 2013 and December 31, 2012, respectively. The maximum exposure to loss is equal to the carrying amounts plus any unfunded commitments of the Company. Such a maximum loss would be expected to occur only upon bankruptcy of the issuer or investee. The Company has not provided nor intends to provide financial support to these entities unless contractually required. We do not have the contractual option to redeem these limited partnership interests but receive distributions based on the liquidation of the underlying assets. The Company must generally request general partner consent to transfer or sell its fund interests. The Company performs ongoing qualitative analysis of its involvement with VIEs to determine if consolidation is required.

25

Carrying Value of Assets and Liabilities	September 30, 2013						December 31, 2012
and Maximum Exposure Loss Relating					Maximum						Maximum
to Variable Interest Entities:					Exposure						Exposure
($ in millions)	Assets		Liabilities		to Loss [1]		Assets		Liabilities		to Loss [1]
Limited partnerships	$	119.2	$	—	$	173.6	$	136.5	$	—	$	202.1
LLCs	39.1		—		39.1		3.2		—		3.2
Total	$	158.3	$	—	$	212.7	$	139.7	$	—	$	205.3

———————

[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.

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

Issuer and counterparty credit exposure

Credit exposure related to issuers and derivatives counterparties is inherent in investments and derivative contracts with positive fair value or asset balances. We manage credit risk through the analysis of the underlying obligors, issuers and transaction structures. We review our debt security portfolio regularly to monitor the performance of obligors and assess the stability of their credit ratings. We also manage credit risk through industry and issuer diversification and asset allocation. 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, 2013, we were exposed to the credit concentration risk of six issuers, Deutsche Bank AG, Citibank NA, Goldman Sachs International, JP Morgan Chase Bank NA, Berkshire Hathaway Inc. and Bank of America Corp representing exposure greater than 10.0% of stockholders’ equity other than U.S. government and government agencies backed by the faith and credit of the U.S. government. We monitor credit exposures by actively monitoring dollar limits on transactions with specific counterparties. We have an overall limit on below-investment-grade rated issuer exposure. Additionally, the creditworthiness of counterparties is reviewed periodically. We generally use ISDA Master Agreements which include Credit Support Annexes which include collateral provisions to reduce counterparty credit exposures. Included in fixed maturities are below-investment-grade assets totaling $915.9 million and $1,039.6 million at September 30, 2013 and December 31, 2012, 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, 2013, we held derivative assets, net of liabilities, with a fair value of $114.0 million. Derivative credit exposure was diversified with eleven different counterparties. We also had debt securities of these issuers with a fair value of $211.8 million as of September 30, 2013. Our maximum amount of loss due to credit risk with these issuers was $325.8 million as of September 30, 2013. See Note 11 to these financial statements for more information regarding derivatives.

8.    Financing Activities

Indebtedness at Carrying Value:	September 30, 2013		December 31, 2012
($ in millions)
7.15% surplus notes	$	126.1	$	126.1
7.45% senior unsecured bonds	252.7		252.7
Total indebtedness	$	378.8	$	378.8

26

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 New York State Department of Financial Services (“NYDFS”) and may be made only out of surplus funds which the NYDFS determines to be available for such payments under New York Insurance Law. The notes may be redeemed at the option of Phoenix Life at any time at the “make-whole” redemption price set forth in the offering circular. New York Insurance Law provides that the notes are not part of the legal liabilities of Phoenix Life. 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, 2013. During 2012 and the nine months ended September 30, 2013, no repurchases were made. In March 2013, we extinguished $31.4 million par value of these bonds.

The indenture governing our senior unsecured bonds requires us to file with U.S. Bank, National Association, as trustee, within 15 days after we are required to file with the SEC, copies of the annual reports and of the information, documents and other reports that we are required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. In connection with our previously announced restatement of financial statements for the years ended December 31, 2011, 2010 and 2009, the quarters of fiscal year 2011, the first and second quarters of 2012 and the delay in filing our Third Quarter 2012 Form 10-Q, we were unable to file our Third Quarter 2012 Form 10-Q with the SEC and meet the requirement to timely deliver a copy of such report to the trustee. This resulted in a default under the indenture governing the bonds. On November 30, 2012, the trustee issued a notice of default, which stated that the failure of the Company to deliver the Third Quarter 2012 Form 10-Q constituted non-compliance with the reporting covenant in the indenture and that delivery of such notice initiated a 60-day cure period.

On December 12, 2012, we commenced a solicitation of bondholders holding our outstanding bonds as of 5:00 p.m., New York City time on December 11, 2012, seeking a one-time consent to amend the indenture governing the bonds and provide a related waiver. The consent solicitation sought the approval of the amendments and a related waiver from holders representing a majority of the aggregate outstanding principal amount of the bonds, allowing us to extend the date to deliver our Third Quarter 2012 Form 10-Q to the trustee to March 31, 2013 and would waive any and all defaults and events of default related to the delayed filing of our Third Quarter 2012 Form 10-Q that occurred prior to the effectiveness of the amendments.

On January 16, 2013, we announced that holders of approximately $166.3 million in aggregate principal amount of the bonds, representing approximately 65% of the approximately $252.7 million in outstanding principal amount of the bonds as of the December 11, 2012 record date, consented to the amendments to the indenture and the related waiver. 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, our 2012 Annual Report on Form 10-K (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 of the bonds. 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.

27

See Note 22 to these financial statements for additional information regarding solicitation of bondholders subsequent to the quarter ended September 30, 2013.

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, 2013 are $252.7 million in 2032 and $126.7 million in 2034. There are no debt maturities in 2014 through 2019.

Interest Expense on Indebtedness, including	Three Months Ended				Nine Months Ended
Amortization of Debt Issuance Costs:	September 30,				September 30,
($ in millions)	2013		2012		2013		2012
7.15% surplus notes	$	2.3	$	3.1	$	6.9	$	9.4
7.45% senior unsecured bonds	4.8		4.8		15.0		14.3
Interest expense on indebtedness	$	7.1	$	7.9	$	21.9	$	23.7

9.    Common Stock and Stock Repurchase Program

We have authorization for the issuance of 50 million shares of our common stock. The Company effected 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 shares of common stock. Under the stock repurchase program, purchases may be made from time to time in the open market, in accelerated stock buyback arrangements, in privately negotiated transactions or otherwise, subject to market prices and other conditions. 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 2013.

Through September 30, 2013, 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, 2013, we had 5.7 million shares of common stock issued and outstanding, net of 0.7 million shares of common stock held as 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, 2013, we also had 0.4 million shares reserved for issuance under our stock option plans (0.3 million shares) and our restricted stock unit (“RSU”) plans (0.1 million shares). All 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 5.1% of our outstanding common stock. In the nine months ended September 30, 2013 and 2012, we incurred $1.9 million and $1.7 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.

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

Separate accounts

Separate account products are those for which a separate investment and liability account is maintained on behalf of the policyholder. Investment objectives for these separate accounts vary by fund account type, as outlined in the applicable fund prospectus or separate account plan of operations. We have variable annuity and variable life insurance contracts that are classified as separate account products. The assets supporting these contracts are carried at fair value and are reported as separate account assets with an equivalent amount reported as separate account liabilities. Amounts assessed against the policyholder for mortality, administration and other services are included within revenue in fee income. For the three and nine months ended September 30, 2013 and 2012, there were no gains or losses on transfers of assets from the general account to a separate account.

Assets with fair value and carrying value of $1.9 billion and $1.8 billion at September 30, 2013 and December 31, 2012, respectively, supporting fixed indexed annuities are maintained in accounts that are legally segregated from the other assets of the Company, but policyholders do not direct the investment of those assets and the investment performance does not pass through to the policyholders. These assets supporting fixed indexed annuity contracts are reported within the respective investment line items on the consolidated balance sheets.

On May 21, 2012, the employee pension plan surrendered its variable annuity contract with PHL Variable. 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 year ended December 31, 2012.

Separate Account Investments of Account Balances of Variable Annuity Contracts	September 30, 2013		December 31, 2012
with Insurance Guarantees:
($ in millions)
Debt securities	$	435.7	$	484.6
Equity funds	1,904.9		1,862.2
Other	65.1		69.6
Total	$	2,405.7	$	2,416.4

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 generally consistent with those used for amortizing DAC.

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

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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 income and comprehensive income. We regularly evaluate estimates used and adjust the additional liability balances, with a related charge or credit to benefit expense if actual experience or other evidence suggests that earlier assumptions should be revised.

Changes in Guaranteed Insurance Benefit Liability Balances:	Year Ended
($ in millions)	September 30, 2013
	Annuity			Annuity
	GMDB			GMIB
Liability balance as of January 1, 2013	$	15.9		$	21.7
Incurred	1.9			(2.4		)
Paid	(3.3		)	—
Change due to net unrealized gains or losses included in AOCI	—			(0.1		)
Assumption unlocking	—			—
Liability balance as of September 30, 2013	$	14.5		$	19.2

Changes in Guaranteed Insurance Benefit Liability Balances:	Year Ended
($ in millions)	December 31, 2012
	Annuity			Annuity
	GMDB			GMIB
Liability balance as of January 1, 2012	$	16.4		$	17.6
Incurred	0.6			4.0
Paid	(1.1		)	—
Change due to net unrealized gains or losses included in AOCI	—			0.3
Assumption unlocking	—			(0.2		)
Liability balance as of December 31, 2012	$	15.9		$	21.7

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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, 2013
GMDB return of premium	$	773.4	$	2.6	63
GMDB step up	1,965.2		11.9		63
GMDB earnings enhancement benefit (“EEB”)	35.8		0.1		64
GMDB greater of annual step up and roll up	26.7		5.6		67
Total GMDB at September 30, 2013	2,801.1		$	20.2
Less: General account value with GMDB	408.8
Subtotal separate account liabilities with GMDB	2,392.3
Separate account liabilities without GMDB	958.6
Total separate account liabilities	$	3,350.9
GMIB [1] at September 30, 2013	$	401.5			64
December 31, 2012
GMDB return of premium	$	799.2	$	6.4	62
GMDB step up	1,957.2		25.6		63
GMDB earnings enhancement benefit (“EEB”)	37.5		0.1		63
GMDB greater of annual step up and roll up	26.7		7.4		67
Total GMDB at December 31, 2012	2,820.6		$	39.5
Less: General account value with GMDB	420.6
Subtotal separate account liabilities with GMDB	2,400.0
Separate account liabilities without GMDB	916.5
Total separate account liabilities	$	3,316.5
GMIB [1] at December 31, 2012	$	416.8			64

———————

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

Fixed indexed annuity guaranteed benefits

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

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

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

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

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Changes in Guaranteed Liability Balances:	Fixed Indexed Annuity
($ in millions)	GMWB & GMDB
	September 30, 2013			December 31, 2012
Liability balance, beginning of period	$	103.6		$	5.6
Incurred	44.9			40.1
Paid	(0.2		)	—
Change due to net unrealized gains or losses included in AOCI	(47.7		)	57.9
Assumption unlocking	—			—
Liability balance, end of period	$	100.6		$	103.6

Universal life

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

Changes in Guaranteed Liability Balances:	Universal Life
($ in millions)	Secondary Guarantees
	September 30, 2013			December 31, 2012
Liability balance, beginning of period	$	137.7		$	118.5
Incurred	35.0			30.8
Paid	(11.8		)	(9.5		)
Change due to net unrealized gains or losses included in AOCI	(1.9		)	2.4
Assumption unlocking	—			(4.5		)
Liability balance, end of period	$	159.0		$	137.7

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

Changes in Additional Liability Balances:	Universal Life
($ in millions)	Profits Followed by Losses
	September 30, 2013			December 31, 2012
Liability balance, beginning of period	$	308.4		$	200.5
Expenses	54.6			46.3
Change due to net unrealized gains or losses included in AOCI	(21.4		)	16.8
Assumption unlocking	—			44.8
Liability balance, end of period	$	341.6		$	308.4

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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.

Non-Insurance Guaranteed Product Features:			Average
($ in millions)			Attained
	Account		Age of
	Value		Annuitant
September 30, 2013
GMWB	$	582.9	64
GMAB	388.5		58
COMBO	7.4		62
Total at September 30, 2013	$	978.8
December 31, 2012
GMWB	$	578.4	63
GMAB	390.6		58
COMBO	8.5		62
Total at December 31, 2012	$	977.5

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

Variable Annuity Embedded Derivative Liabilities:	September 30, 2013			December 31, 2012
($ in millions)
GMWB	$	—		$	15.3
GMAB	4.2			14.6
COMBO	(0.4		)	(0.3		)
Total variable annuity embedded derivative liabilities	$	3.8		$	29.6

There were no benefit payments made for the GMWB and GMAB in the nine months ended September 30, 2013 and 2012. 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.

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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 and recorded in policyholder deposits within the consolidated balance sheets with changes in fair value recorded in realized investment gains, in the consolidated statements of income and comprehensive income. The fair value of these index options is

calculated using the budget method. See Note 12 to these financial statements for additional information. Several additional inputs reflect our internally developed assumptions related to lapse rates and other policyholder behavior. The fair value of these embedded derivatives was $69.0 million and $51.2 million as of September 30, 2013 and December 31 2012 respectively. In order to manage the risk associated with these equity indexed-crediting features, we hedge using equity index options. See in Note 11 to these financial statements for additional information.

Embedded derivatives realized gains and losses

Changes in the fair value of embedded derivatives associated with variable annuity and fixed indexed annuity contracts are recorded as realized investment gains and losses within the consolidated statements of income and comprehensive income. Embedded derivatives gains and (losses) recognized in earnings for the three and nine months ended September 30, 2013 are $8.9 million and $14.6 million. 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.

11.    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, 2013 and December 31, 2012, $9.2 million and $9.2 million, respectively, of cash and cash equivalents were held as collateral by a third party related to our derivative transactions.

Our derivatives are not designated as hedges for accounting purposes.

Derivative Instruments:				Fair Value as of
($ in millions)		Notional		September 30, 2013
	Maturity	Amount		Assets		Liabilities [1]
Interest rate swaps	2016-2027	$	160.0	$	6.8	$	7.2
Variance swaps	2015-2017	0.9		—		7.3
Swaptions	2024-2025	1,402.0		22.2		—
Put options	2015-2022	406.0		43.1		—
Call options [2]	2013-2018	1,623.9		107.9		68.2
Cross currency swaps	2016	10.0		—		0.5
Equity futures	2013	156.8		17.2		—
Total derivative instruments		$	3,759.6	$	197.2	$	83.2

———————

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

[2] Includes a contingent receivable of $2.5 million.

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Derivative Instruments:				Fair Value as of
($ in millions)		Notional		December 31, 2012
	Maturity	Amount		Assets		Liabilities [1]
Interest rate swaps	2016-2027	$	180.0	$	15.5	$	7.7
Variance swaps	2015-2017	0.9		—		4.4
Swaptions	2024	25.0		—		—
Put options	2015-2022	406.0		72.7		—
Call options [2]	2013-2017	1,328.4		53.3		33.6
Cross currency swaps	2016	10.0		—		0.1
Equity futures	2013	184.7		15.9		—
Total derivative instruments		$	2,135.0	$	157.4	$	45.8

———————

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

[2] Includes a contingent receivable of $2.7 million.

Derivative Instrument Gains (Losses) Recognized in	Three Months Ended						Nine Months Ended
Realized Investment Gains (Losses):	September 30,						September 30,
($ in millions)	2013			2012			2013			2012
Interest rate swaps	$	(2.9	)	$	(0.4	)	$	(8.9	)	$	0.5
Variance swaps	(1.2		)	(1.8		)	(3.0		)	(6.4		)
Swaptions	(4.7		)	—			8.9			(0.2		)
Put options	(8.8		)	(8.4		)	(30.2		)	(14.6		)
Call options	10.6			7.4			30.5			7.6
Equity futures	(7.7		)	(11.1		)	(31.8		)	(20.5		)
Cross currency swaps	(0.5		)	0.1			(0.4		)	0.2
Embedded derivatives	8.9			7.1			14.6			6.9
Total derivative instrument losses recognized in   realized investment gains (losses)	$	(6.3	)	$	(7.1	)	$	(20.3	)	$	(26.5	)

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Offsetting of Derivative Assets/Liabilities

The Company may enter into netting agreements with counterparties that permit the Company to offset receivables and

payables with such counterparties. The following tables present the gross fair value amounts, the amounts offset and net

position of derivative instruments eligible for offset in the Company’s consolidated balance sheets that are subject to an

enforceable master netting arrangement upon certain termination events, irrespective of whether they are offset in the balance

sheet.

	September 30, 2013
Offsetting of				Gross					Gross amounts not offset
Derivative Assets/Liabilities:	Gross			amounts		Net amounts			in the balance sheet
($ in millions)	amounts			offset in the		presented in the			Financial			Cash collateral
	recognized [1]			balance sheet		balance sheet			instruments			pledged [2]		Net amount
Total derivative assets	$	197.2		$	—	$	197.2		$	(82.8	)	$	—	$	114.4
Total derivative liabilities	$	(83.2	)	$	—	$	(83.2	)	$	82.8		$	0.4	$	—
	December 31, 2012
Offsetting of				Gross					Gross amounts not offset
Derivative Assets/Liabilities:	Gross			amounts		Net amounts			in the balance sheet
($ in millions)	amounts			offset in the		presented in the			Financial			Cash collateral
	recognized [1]			balance sheet		balance sheet			instruments			pledged [2]		Net amount
Total derivative assets	$	157.4		$	—	$	157.4		$	(45.7	)	$	—	$	111.7
Total derivative liabilities	$	(45.8	)	$	—	$	(45.8	)	$	45.7		$	0.1	$	—

———————

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

[2] Cash collateral pledged with derivative counterparties is recorded within other assets on the balance sheets. The Company pledges cash collateral to offset certain individual derivative liability positions with certain counterparties. Cash collateral of $8.8 million and $9.1 million as of September 30, 2013 and December 31, 2012, respectively, that exceeds the net liability resulting from the aggregate derivative positions with a corresponding counterparty is excluded.

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, 2013 in a net aggregate liability position payable to any counterparty (i.e., such derivative instruments have fair values in a net asset position payable to the Company if such holdings were liquidated).

12.    Fair Value of Financial Instruments

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

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

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

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

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

The following tables present the financial instruments carried at fair value on a recurring basis by ASC 820-10 valuation hierarchy (as described above). There were no financial instruments carried at fair value on a non-recurring basis as of September 30, 2013 and December 31, 2012.

Fair Values of Financial Instruments by Level:	As of
($ in millions)	September 30, 2013
	Level 1		Level 2		Level 3			Total
Assets
Available-for-sale debt securities
U.S. government and agency	—		96.0		349.8		[1]	$	445.8
State and political subdivision	—		139.5		238.1			377.6
Foreign government	—		179.1		15.7			194.8
Corporate	—		3,735.3		3,889.9			7,625.2
CMBS	—		625.1		129.7			754.8
RMBS	—		1,156.2		588.7			1,744.9
CDO/CLO	—		—		220.7			220.7
Other asset-backed	—		80.9		268.5			349.4
Total available-for-sale debt securities	—		6,012.1		5,701.1			11,713.2
Available-for-sale equity securities	3.1		—		42.1			45.2
Short-term investments	454.8		—		—			454.8
Derivative assets	17.2		180.0		—			197.2
Fair value investments [2]	31.2		14.0		178.5			223.7
Separate account assets	3,350.9		—		—			3,350.9
Total assets	$	3,857.2	$	6,206.1	$	5,921.7		$	15,985.0
Liabilities
Derivative liabilities	$	—	$	83.2	$	—		$	83.2
Embedded derivatives	—		—		72.8			72.8
Total liabilities	$	—	$	83.2	$	72.8		$	156.0

———————

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

[2] Fair value investments at September 30, 2013 include $133.4 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 $22.6 million as of September 30, 2013. Changes in the fair value of these assets are recorded through net investment income. Additionally, $67.7 million of assets relate to investment holdings of consolidated VIEs held at fair value, $8.6 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, 2013.

37

	As of
Fair Values of Financial Instruments by Level:	December 31, 2012
($ in millions)	Level 1		Level 2		Level 3			Total
Assets
Available-for-sale debt securities
U.S. government and agency	$	—	$	115.2	$	296.7	[1]	$	411.9
State and political subdivision	—		144.8		212.4			357.2
Foreign government	—		158.5		45.8			204.3
Corporate	—		3,857.7		3,812.3			7,670.0
CMBS	—		792.5		89.7			882.2
RMBS	—		1,062.4		709.3			1,771.7
CDO/CLO	—		—		223.7			223.7
Other asset-backed	—		125.5		309.9			435.4
Total available-for-sale debt securities	—		6,256.6		5,699.8			11,956.4
Available-for-sale equity securities	2.1		—		32.7			34.8
Short-term investments	699.6		—		—			699.6
Derivative assets	15.9		141.5		—			157.4
Fair value investments [2]	30.6		17.6		153.3			201.5
Separate account assets	3,316.5		—		—			3,316.5
Total assets	$	4,064.7	$	6,415.7	$	5,885.8		$	16,366.2
Liabilities
Derivative liabilities	$	—	$	45.8	$	—		$	45.8
Embedded derivatives	—		—		80.8			80.8
Total liabilities	$	—	$	45.8	$	80.8		$	126.6

———————

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

[2] Fair value investments at December 31, 2012 include $126.1 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 $21.9 million as of December 31, 2012. Changes in the fair value of these assets are recorded through net investment income. Additionally, $53.5 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 year ended December 31, 2012.

Available-for-sale debt securities as of September 30, 2013 and December 31, 2012, respectively are reported net of $27.8 million and $34.5 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.

	As of
Fair Values of Corporates by Level and Sector:	September 30, 2013
($ in millions)	Level 1		Level 2		Level 3		Total
Corporates
Consumer	$	—	$	920.5	$	1,598.6	$	2,519.1
Energy	—		433.6		286.6		720.2
Financial services	—		1,491.4		869.3		2,360.7
Technical/communications	—		268.9		84.1		353.0
Transportation	—		90.9		180.0		270.9
Utilities	—		303.1		562.9		866.0
Other	—		226.9		308.4		535.3
Total corporates	$	—	$	3,735.3	$	3,889.9	$	7,625.2

38

Fair Values of Corporates by Level and Sector:	As of
($ in millions)	December 31, 2012
	Level 1		Level 2		Level 3		Total
Corporates
Consumer	$	—	$	1,160.3	$	1,860.8	$	3,021.1
Energy	—		277.8		142.7		420.5
Financial services	—		1,456.5		762.7		2,219.2
Technical/communications	—		154.7		44.6		199.3
Transportation	—		72.6		156.0		228.6
Utilities	—		506.5		631.8		1,138.3
Other	—		229.3		213.7		443.0
Total corporates	$	—	$	3,857.7	$	3,812.3	$	7,670.0

Level 3 financial assets and liabilities

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

Level 3 Financial Assets:	Three Months Ended September 30, 2013
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	327.9	$	30.4	$	(7.9	)	$	—	$	—		$	—		$	(0.6	)	$	349.8
State and political subdivision	207.9		36.2		(0.6		)	—		(3.3		)	—			(2.1		)	238.1
Foreign government	15.5		—		—			—		—			—			0.2			15.7
Corporate	3,841.8		138.4		(28.7		)	45.2		(1.1		)	(0.7		)	(105.0		)	3,889.9
CMBS	116.3		20.1		(6.6		)	—		—			0.8			(0.9		)	129.7
RMBS	634.1		0.5		(30.4		)	4.7		—			(1.6		)	(18.6		)	588.7
CDO/CLO	231.0		16.3		(7.2		)	—		—			—			(19.4		)	220.7
Other asset-backed	285.1		16.9		(28.0		)	—		(0.9		)	(0.3		)	(4.3		)	268.5
Total available-for-sale   debt securities	5,659.6		258.8		(109.4		)	49.9		(5.3		)	(1.8		)	(150.7		)	5,701.1
Available-for-sale equity securities	35.6		0.1		—			—		—			—			6.4			42.1
Short-term investments	—		—		—			—		—			—			—			—
Fair value investments	171.0		6.5		(4.2		)	—		—			5.2			—			178.5
Total assets	$	5,866.2	$	265.4	$	(113.6	)	$	49.9	$	(5.3	)	$	3.4		$	(144.3	)	$	5,921.7

———————

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

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

39

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 in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	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
Total available-for-sale debt securities	5,721.5		106.5		(33.4		)	32.5		(18.8		)	(0.2		)	(62.4		)	5,745.7
Available-for-sale equity securities	36.0		—		—			—		—			(1.5		)	(5.2		)	29.3
Short-term investments	—		—		—			—		—			—			—			—
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 fair value investments which are included in net investment income.

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

Level 3 Financial Assets:	Nine Months Ended September 30, 2013
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	296.7	$	78.8	$	(11.7	)	$	—	$	—		$	—		$	(14.0	)	$	349.8
State and political subdivision	212.4		59.5		(2.2		)	—		—			—			(31.6		)	238.1
Foreign government	45.8		—		—			8.0		(31.3		)	—			(6.8		)	15.7
Corporate	3,812.3		547.1		(60.3		)	95.5		(41.3		)	(2.1		)	(461.3		)	3,889.9
CMBS	89.7		60.3		(9.8		)	—		(8.7		)	(1.2		)	(0.6		)	129.7
RMBS	709.3		1.7		(72.1		)	5.1		—			(3.6		)	(51.7		)	588.7
CDO/CLO	223.7		61.4		(20.1		)	—		—			(0.4		)	(43.9		)	220.7
Other asset-backed	309.9		17.9		(21.4		)	—		(1.3		)	(0.4		)	(36.2		)	268.5
Total available-for-sale debt securities	5,699.8		826.7		(197.6		)	108.6		(82.6		)	(7.7		)	(646.1		)	5,701.1
Available-for-sale equity securities	32.7		5.0		(2.3		)	—		—			—			6.7			42.1
Short-term investments	—		—		—			—		—			—			—			—
Fair value investments	153.3		25.8		(10.2		)	1.3		—			8.3			—			178.5
Total assets	$	5,885.8	$	857.5	$	(210.1	)	$	109.9	$	(82.6	)	$	0.6		$	(639.4	)	$	5,921.7

———————

[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.

40

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 in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	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
Total available-for-sale debt securities	5,618.8		535.7		(230.1		)	90.7		(179.2		)	(11.4		)	(78.8		)	5,745.7
Available-for-sale equity securities	29.4		5.6		—			4.8		—			(1.5		)	(9.0		)	29.3
Short-term investments	—		—		—			—		—			—			—			—
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.

Level 3 Financial Liabilities:	Embedded Derivative Liabilities
($ in millions)	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Balance, beginning of period	$	77.6		$	89.3		$	80.8		$	84.5
Net purchases/(sales)	4.1			2.2			6.6			6.8
Transfers into Level 3	—			—			—			—
Transfers out of Level 3	—			—			—			—
Realized (gains) losses [1]	(8.9		)	(7.1		)	(14.6		)	(6.9		)
Balance, end of period	$	72.8		$	84.4		$	72.8		$	84.4

———————

[1] Realized gains and losses are included in net realized investment gains on the consolidated statements of income and 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, default rate or prepayment rate would decrease the fair value of the asset while an increase in recovery rate or reinvestment spread would result in an increase to the fair value of the asset. Yields are a function of the underlying U.S. Treasury rates and asset spreads, and changes in default and recovery rates are dependent on overall market conditions.

41

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
($ in millions)	September 30, 2013
	Fair		Valuation	Unobservable
	Value		Technique(s)	Input	Range (Weighted Average)
U.S. government and agency	$	349.8	Discounted cash flow	Yield	1.08%-5.40% (3.46%)
State and political subdivision	$	108.0	Discounted cash flow	Yield	2.28%-4.23% (3.55%)
Corporate	$	2,922.9	Discounted cash flow	Yield	1.08%-6.44% (3.34%)
Other asset-backed	$	48.3	Discounted cash flow	Yield	0.8%-4.42% (2.35%)
				Prepayment rate	2%
				Default rate	2.53% for 48 mos then .37% thereafter
				Recovery rate	10% (TRUPS)
Fair value investments	$	5.2	Discounted cash flow	Default rate	0.35%
				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.

Level 3 Assets: [1]	As of
($ in millions)	December 31, 2012
	Fair		Valuation	Unobservable
	Value		Technique(s)	Input	Range (Weighted Average)
U.S. government and agency	$	286.1	Discounted cash flow	Yield	1.46%-5.19% (3.20%)
State and political subdivision	$	107.4	Discounted cash flow	Yield	1.94%-3.53% (2.94%)
Corporate	$	2,888.9	Discounted cash flow	Yield	1.36%-7.82% (3.00%)
CDO/CLO	$	15.5	Discounted cash flow	Prepayment rate	20% (CLOs)
				Default rate	2.55% (CLOs)
				Recovery rate	65% (Loans), 35% (High yield bonds), 45% (investment grade bonds)
				Reinvestment spread	3 mo LIBOR + 400bps (CLOs)
Other asset-backed	$	43.5	Discounted cash flow	Yield	0.5%-9.5% (3.41%)
				Prepayment rate	2%
				Default rate	2.53% for 48 mos then .33% thereafter
				Recovery rate	10% (TRUPS)
Fair value investments	$	5.0	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.

42

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.

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

Level 3 Liabilities:	As of
($ in millions)	September 30, 2013
	Fair Value		Valuation Technique(s)	Unobservable Input	Range
Embedded derivatives	$	69.0	Budget method	Swap curve	0.22% - 3.46%
(FIA)				Mortality rate	75% of A2000 basic table
				Lapse rate	0.60% - 35.00%
				CSA	3.99%
Embedded derivatives (GMAB / GMWB)	$	3.8	Risk neutral stochastic valuation methodology	Volatility surface	11.46% - 51.22%
				Swap curve	0.14% - 3.88%
				Mortality rate	75% of A2000 basic table
				Lapse rate	0.00% - 60.00%
				CSA	3.99%

Level 3 Liabilities:	As of
($ in millions)	December 31, 2012
	Fair Value		Valuation Technique(s)	Unobservable Input	Range
Embedded derivatives	$	51.2	Budget method	Swap curve	0.21% - 2.50%
(FIA)				Mortality rate	75% of A2000 basic table
				Lapse rate	1.00% - 35.00%
				CSA	4.47%
Embedded derivatives (GMAB / GMWB)	$	29.6	Risk neutral stochastic valuation methodology	Volatility surface	11.67% - 50.83%
				Swap curve	0.36% - 3.17%
				Mortality rate	75% of A2000 basic table
				Lapse rate	0.00% - 60.00%
				CSA	4.47%

43

Level 3 Assets and Liabilities by Pricing Source:	As of
($ in millions)	September 30, 2013
	Internal [1]		External [2]		Total
Assets
Available-for-sale debt securities
U.S. government and agency [3]	$	349.8	$	—	$	349.8
State and political subdivision	108.0		130.1		238.1
Foreign government	—		15.7		15.7
Corporate	2,922.9		967.0		3,889.9
CMBS	—		129.7		129.7
RMBS	—		588.7		588.7
CDO/CLO	—		220.7		220.7
Other asset-backed	48.3		220.2		268.5
Total available-for-sale debt securities	3,429.0		2,272.1		5,701.1
Available-for-sale equity securities	—		42.1		42.1
Short-term investments	—		—		—
Fair value investments	5.2		173.3		178.5
Total assets	$	3,434.2	$	2,487.5	$	5,921.7
Liabilities
Embedded derivatives	$	72.8	$	—	$	72.8
Total liabilities	$	72.8	$	—	$	72.8

———————

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

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

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

Level 3 Assets and Liabilities by Pricing Source:	As of
($ in millions)	December 31, 2012
	Internal [1]		External [2]		Total
Assets
Available-for-sale debt securities
U.S. government and agency [3]	$	286.1	$	10.6	$	296.7
State and political subdivision	107.4		105.0		212.4
Foreign government	—		45.8		45.8
Corporate	2,888.9		923.4		3,812.3
CMBS	—		89.7		89.7
RMBS	—		709.3		709.3
CDO/CLO	15.5		208.2		223.7
Other asset-backed	43.5		266.4		309.9
Total available-for-sale debt securities	3,341.4		2,358.4		5,699.8
Available-for-sale equity securities	—		32.7		32.7
Short-term investments	—		—		—
Fair value investments	5.0		148.3		153.3
Total assets	$	3,346.4	$	2,539.4	$	5,885.8
Liabilities
Embedded derivatives	$	80.8	$	—	$	80.8
Total liabilities	$	80.8	$	—	$	80.8

———————

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

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

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

44

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				As of
of Financial Instruments:	Fair Value	September 30, 2013				December 31, 2012
($ in millions)	Hierarchy	Carrying		Fair		Carrying		Fair
	Level	Value		Value		Value		Value
Financial assets:
Policy loans	Level 3	$	2,329.9	$	2,317.9	$	2,354.7	$	2,342.8
Cash and cash equivalents	Level 1	492.8		492.8		246.4		246.4
Financial liabilities:
Investment contracts	Level 3	$	3,328.6	$	3,323.4	$	3,040.7	$	3,045.9
Surplus notes	Level 3	126.1		93.3		126.1		95.0
Senior unsecured bonds	Level 2	252.7		234.0		252.7		217.1

13.    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 months ended September 30, 2013 have been computed based on the first nine months of 2013 as a discrete period.

The tax expense of $9.2 million for the three months ended September 30, 3013 is comprised entirely of current taxes. The tax expense of $12.1 million for the nine months ended September 30, 3013 is comprised entirely of current taxes.

We recorded a deferred tax asset, net of deferred tax liabilities and valuation allowances, of $66.0 million as of September 30, 2013. 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, 2013, we recognized a net increase in the valuation allowance of $6.8 million. For the nine months ended September 30, 2013, we recognized a net increase in the valuation allowance of $49.5 million. Accounting guidance requires that changes in the valuation allowance be allocated to various financial statement components of income or loss.

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 2011.

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

45

14.    Accumulated 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)	Net Unrealized
Attributable to The Phoenix Companies, Inc.:	Gains / (Losses)
($ in millions)	on Investments			Net Unrealized			Net
	where Credit-			Gains / (Losses)			Pension
	related OTTI			on All Other			Liability
	was Recognized [1]			Investments [1]			Adjustments			Total
Balance as of December 31, 2011	$	(35.1	)	$	104.0		$	(299.6	)	$	(230.7	)
Change in component during the period before reclassification	27.5			(28.7		)	(0.1		)	(1.3		)
Balance as of September 30, 2012	$	(7.6	)	$	75.3		$	(299.7	)	$	(232.0	)
Balance as of December 31, 2012	$	(6.2	)	$	77.9		$	(321.0	)	$	(249.3	)
Change in component during the period before reclassification	18.3			(23.2		)	3.9			(1.0		)
Amounts reclassified from AOCI	(3.1		)	(10.6		)	5.1			(8.6		)
Balance as of September 30, 2013	$	9.0		$	44.1		$	(312.0	)	$	(258.9	)

———————

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

Reclassifications from AOCI consist of the following:

AOCI	Amounts Reclassified from AOCI						Affected Line Item in the Consolidated Statements of Income and Comprehensive Income
($ in millions)	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
Net unrealized gains / (losses) on investments where   credit-related OTTI was recognized
Available-for-sale securities	$	2.2		$	4.8		Net realized capital gains (losses)
	2.2			4.8			Total before income taxes
	0.8			1.7			Income tax expense
	$	1.4		$	3.1		Net income (loss)
Net unrealized investment gains / (losses) on   all other investments
Available-for-sale securities	$	14.9		$	16.3		Net realized capital gains (losses)
	14.9			16.3			Total before income taxes
	5.2			5.7			Income tax expense
	$	9.7		$	10.6		Net income (loss)
Net pension liability adjustment
Net gain amortization	$	(2.9	)	$	(8.7	)	Other operating expense
Prior service cost amortization	0.3			0.9			Other operating expense
	(2.6		)	(7.8		)	Total before income taxes
	(0.9		)	(2.7		)	Income tax expense
	$	(1.7	)	$	(5.1	)	Net income (loss)
Total amounts reclassified from AOCI	$	9.4		$	8.6		Net income (loss)

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15.    Employee Benefit Plans and Employment Agreements

Pension and other post-employment benefits

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

Components of Pension Benefit Costs:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Service cost	$	0.5		$	0.2		$	1.5		$	0.7
Interest cost	8.2			8.7			24.6			26.1
Expected return on plan assets	(9.0		)	(8.6		)	(27.0		)	(25.7		)
Net loss amortization	2.9			2.6			8.7			7.8
Pension benefit cost	$	2.6		$	2.9		$	7.8		$	8.9

Components of Other Post-employment Benefit Costs:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Service cost	$	—		$	0.1		$	—		$	0.2
Interest cost	0.3			0.5			0.9			1.4
Net gain amortization	—			—			—			(0.1		)
Prior service cost amortization	(0.3		)	(0.4		)	(0.9		)	(1.2		)
Other post-employment benefit cost	$	—		$	0.2		$	—		$	0.3

For the three months ended September 30, 2013, other comprehensive loss included unrealized gains of $1.7 million, net of taxes, relating to the amortization of net prior service costs and net gains/losses. For the nine months ended September 30, 2013, other comprehensive loss included unrealized gains of $5.1 million, net of taxes, relating to the amortization of net prior service costs and net gains/losses. Effective March 31, 2010, all benefit accruals under all of our funded and unfunded defined benefit plans were frozen.

During the three months ended September 30, 2013, we made contributions of $8.1 million to the pension plan. During the nine months ended September 30, 2013, we made contributions of $11.4 million to the pension plan. We expect to make no additional contributions to the pension plan by December 31, 2013. 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, which the Company took advantage of in 2012.

Savings plans

During the three months ended September 30, 2013 and 2012, we incurred costs of $0.9 million and $0.8 million, respectively, for contributions to our savings plans. During the nine months ended September 30, 2013 and 2012, we incurred costs of $3.2 million and $3.2 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.

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16.    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,
	2013			2012			2013			2012
Compensation cost charged to income from   continuing operations	$	0.2		$	0.7		$	2.7		$	2.7
Income tax expense (benefit) before valuation allowance	$	(0.1	)	$	(0.2	)	$	(0.9	)	$	(0.9	)

We did not capitalize any of the cost of stock-based compensation during the three and nine month periods ended September 30, 2013 and 2012. 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, 2013, 85,344 of outstanding stock options were exercisable, with a weighted-average exercise price of $191.22 per share. There were 0 options granted during the nine months ended September 30, 2013.

Restricted stock units

During the three months ended September 30, 2013, 3,641 director RSUs were awarded. As of September 30, 2013, there were 82,567 time-vested RSUs outstanding with a weighted-average grant price of $48.40 and 17,024 performance-vested RSUs outstanding with a weighted-average grant price of $55.07.

Liability awards

The Company issues 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, 2013, a liability of $3.3 million was accrued for these awards.

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17.    Earnings Per Share

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

Shares Used in Calculation of Earnings Per Share: [1]	Three Months Ended		Nine Months Ended
(shares in thousands)	September 30,		September 30,
	2013	2012	2013	2012
Weighted-average common shares outstanding	5,742	5,749	5,742	5,792
Weighted-average effect of dilutive potential common shares:
Restricted stock units	17	77	31	76
Employee stock options	2	2	2	—
Potential common shares	19	79	33	76
Less: Potential common shares excluded from   calculation due to net losses	19	79	33	76
Dilutive potential common shares	—	—	—	—
Weighted-average common shares outstanding,   includingdilutive potential common shares	5,742	5,749	5,742	5,792

———————

[1] All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012. See Note 9 to these financial statements for additional information on the reverse stock split.

As a result of the net loss from continuing operations for the three and nine months ended September 30, 2013 and 2012, we are required to use basic weighted-average common shares outstanding in the calculation of diluted earnings per share for those periods, since the inclusion of shares of restricted stock units and options would have been anti-dilutive to the earnings per share calculation.

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, have been adjusted to reflect the 1-for-20 reverse stock split.

18.    Segment Information

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

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

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Segment Information	Three Months Ended				Nine Months Ended
on Revenues:	September 30,				September 30,
($ in millions)	2013		2012		2013		2012
Life and Annuity [1]	$	428.0	$	474.8	$	1,235.9	$	1,342.7
Saybrus Partners [2]	6.3		5.9		18.4		16.1
Less: Intercompany revenues [3]	2.1		2.6		6.7		8.3
Total revenues	$	432.2	$	478.1	$	1,247.6	$	1,350.5

———————

[1] Includes intercompany interest revenue of $0.1 million and $0.2 million for the three months ended September 30, 2013 and 2012 and $0.3 million and $0.5 million for the nine months ended September 30, 2013 and 2012.

[2] Includes intercompany commission revenue of $2.2 million and $2.8 million for the three months ended September 30, 2013 and 2012 and $7.0 million and $8.8 million for the nine months ended September 30, 2013 and 2012.

[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.

Results of Operations by Segment as Reconciled to	Three Months Ended						Nine Months Ended
Consolidated Net Income (Loss):	September 30,						September 30,
($ in millions)	2013			2012			2013			2012
Life and Annuity operating loss	$	(21.6	)	$	(136.8	)	$	(110.4	)	$	(150.5	)
Saybrus Partners operating income	0.6			0.5			1.3			0.9
Less: Applicable income tax expense (benefit)	9.2			(4.9		)	12.1			(1.0		)
Loss from discontinued operations, net of income taxes	0.3			(6.0		)	(1.7		)	(12.0		)
Net realized investment gains (losses)	8.0			27.5			(0.7		)	1.6
Gain on debt repurchase	—			11.9			—			11.9
Less:  Net income (loss) attributable to noncontrolling interests	(0.1		)	0.8			(0.3		)	0.6
Net income (loss)	$	(21.8	)	$	(98.8	)	$	(123.3	)	$	(147.7	)

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

19.    Discontinued Operations

PFG Holdings, Inc.

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

There were no assets or liabilities on the consolidated balance sheets identified as discontinued operations related to PFG at September 30, 2013 and December 31, 2012.

Net losses of $0 and $3.9 million were recognized during the three months ended September 30, 2013 and 2012, respectively, primarily related to accrued legal fees attributable to these matters. Net losses of $0.9 million and $4.9 million were recognized during the nine months ended September 30, 2013 and 2012, respectively, primarily related to accrued legal fees attributable to these matters.

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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 income of $0.4 million and net losses of $0.7 million were recognized during the three and nine months ended September 30, 2013 primarily due to normal run-off activity. Net losses of $2.1 million and $7.1 million were recognized during the three and nine months ended September 30, 2012 as a result of an increase in reserves reported to us by certain ceding companies. See Note 20 to these financial statements for additional discussion on remaining liabilities of our discontinued reinsurance operations.

20.    Contingent Liabilities

Litigation and arbitration

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

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

SEC Cease-and-Desist Order

On February 12, 2014, Phoenix and PHL Variable submitted an Offer of Settlement with the Securities and Exchange Commission (the “SEC”) pursuant to which Phoenix and PHL Variable 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 “March 2014 Order”). The March 2014 Order was approved by the SEC on March 21, 2014. Pursuant to the March 2014 Order, Phoenix and PHL Variable 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. Phoenix and PHL Variable each paid a civil monetary penalty in the amount of $375,000 to the U.S. Treasury following the entry of the March 2014 Order.

Phoenix filed the 2012 Form 10-K a day after the date required by the March 2014 Order, filed its third quarter 2012 Form 10-Q eight days after the date required by the March 2014 Order, and announced on June 3, 2014 that it would not file its 2013 Annual Report on Form 10-K by the date required by the March 2014 Order. PHL Variable filed its 2012 Form 10-K ten days after the date required by the March 2014 Order and announced on June 3, 2014 that it would not file its 2013 Annual Report on Form 10-K by the date required by the March 2014 Order. PHL Variable filed its third quarter 2012 Form 10-Q in compliance with the March 2014 Order.

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On July 16, 2014, Phoenix and PHL Variable submitted an Amended Offer of Settlement with the SEC (the “Amended Offer”) pursuant to which Phoenix and PHL Variable consented to the issuance of the form of an Order Amending 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 “Amended Order”). Except as amended by the Amended Order, which was approved by the SEC on August 1, 2014, the March 2014 Order remains in effect. Phoenix and PHL Variable each paid a civil monetary penalty in the amount of $100,000 to the U.S. Treasury following the entry of the Amended Order, and will be required to pay the following additional monetary penalties with respect to a future late filing of any Phoenix or PHL Variable periodic report covered by the Amended Order: $20,000 per filing for the first week in which a filing is delinquent, plus, for each week or partial week thereafter an additional amount equal to the sum of a) $20,000 and b) $5,000 multiplied by the number of complete weeks that the filing has been delinquent before the week in which the late filing is made.

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

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

As of the date of filing of this Form 10-Q, Phoenix believes it will become a timely filer with the filing of its Annual Report on Form 10-K for the year ending December 31, 2014. Phoenix filed its Annual Report on Form10-K for the year ended December 31, 2013 on August 6, 2014 with the SEC in compliance with the Amended Order. This Form 10-Q is being filed in compliance with the Amended Order.

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

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

As of the date of filing of this Form 10-Q, PHL Variable believes it will become a timely filer with the filing of its Annual Report on Form 10-K for the year ending December 31, 2014. PHL Variable filed its Annual Report on Form 10-K for the year ended December 31, 2013 with the SEC on August 22, 2014 in compliance with the Amended Order.

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Cases Brought by Policy Investors

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

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

Cost of Insurance Cases

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. By subsequent order dated August 26, 2013, the court decertified one of the cases. The complaint in the Fleisher Litigation, filed on November 18, 2011, challenges 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 class certified in the court’s July 12, 2013 order, as limited by the court’s August 26, 2013 order, is limited to holders of Phoenix Life policies issued in New York and subject to New York law. By order dated April 29, 2014, the court denied Martin Fleisher’s motion for summary judgment in the Fleisher Litigation in its entirety, while granting in part and denying in part Phoenix Life’s motion for summary judgment.

Phoenix Life’s subsidiary, PHL Variable, 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 PHL Variable by (1) Tiger Capital LLC (C.A. No. 1:12-cv- 02939-CM-JCF; U.S. Dist. Ct; S.D.N.Y., complaint filed on March 14, 2012; the “Tiger Capital Litigation”) 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 which was coordinated by the court has concluded. By orders in both U.S. Bank N.Y. Litigations dated May 23, 2014, the court denied U.S. Bank’s motions for summary judgment in their entirety, while granting in part and denying in part PHL Variable’s motions for summary judgment. U.S. Bank moved for reconsideration of the court’s summary judgment decisions in the U.S. Bank N.Y. Litigations, which the court denied by orders dated June 4, 2014. By order in the Tiger Capital Litigation dated July 23, 2014, the court denied Tiger Capital’s motion for summary judgment in its entirety, while granting in part and denying in part PHL Variable’s motion for summary judgment. The Delaware Litigation is proceeding separately and by order dated April 22, 2014 was transferred to the U.S. District Court for the District of Connecticut and assigned a new docket number (C.A. No. 3:14-cv-0555-WWE). The plaintiffs seek damages and attorneys’ fees for breach of contract and other common law and statutory claims.

Complaints to state insurance departments regarding PHL Variable’s COI rate adjustments have also prompted regulatory inquiries or investigations in several states, with two of such states (California and Wisconsin) issuing letters directing PHL Variable to take remedial action in response to complaints by a single policyholder. PHL Variable disagrees with both states’ positions and, on April 30, 2013, Wisconsin commenced an administrative hearing to obtain a formal ruling on its position, which is pending. (OCI Case No. 13- C35362).

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

Regulatory matters

State regulatory bodies, the SEC, the Financial Industry Regulatory Authority (“FINRA”), the IRS and other regulatory bodies regularly make inquiries of us and, from time to time, conduct examinations or investigations concerning our compliance with laws and regulations related to, among other things, our insurance and broker-dealer subsidiaries, securities offerings and registered products. We endeavor to respond to such inquiries in an appropriate way and to take corrective action if warranted. Further, the Company is providing to the SEC certain information and documentation regarding the Restatement 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 NYDFS conducted its routine quinquennial financial and market conduct examination covering the period ended December 31, 2012 of Phoenix Life. The Connecticut Insurance Department conducted its routine financial examination of PHL Variable and two other Connecticut-domiciled insurance subsidiaries. The NYDFS issued the financial examination portion of its report for Phoenix Life on June 26, 2014. The Connecticut Insurance Department released its financial examination report for PHL Variable on May 28, 2014. We expect to receive final market conduct examination reports in 2014.

Unclaimed Property 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. The audits are in process.

Discontinued Reinsurance Operations

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

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

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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 $40.6 million and $45.3 million as of September 30, 2013 and December 31, 2012, 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 $0.8 million and $0.7 million as of September 30, 2013 and December 31 2012, respectively.

21.    Other Commitments

We have an agreement with HP Enterprise Services related to the management of our infrastructure services which expires in 2015. The remaining commitments total $32.2 million: $3.7 million in the fourth quarter of 2013, $14.2 million in 2014 and $14.3 million in 2015.

As part of its normal investment activities, the Company enters into agreements to fund limited partnerships that make debt and equity investments. As of September 30, 2013, the Company had unfunded commitments of $231.3 million under such agreements, of which $17.7 million is expected to be funded by December 31, 2013.

In addition, the Company enters into agreements to purchase private placement investments. At September 30, 2013, the Company had open commitments of $160.9 million under such agreements which are expected to be fully funded by August 31, 2014.

22.    Subsequent Events

Management and Organizational Changes

On April 23, 2014, we announced the retirement of Mr. Gordon J. Davis, from the Board, effective Thursday, May 22, 2014, in keeping with the Board’s retirement guidelines.

On May 28, 2014, we announced the appointment of Westley V. Thompson to the Board, effective September 1, 2014, to fill the vacancy resulting from the retirement of Mr. Davis.

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

Bond Consent Solicitations

Prior to December 31, 2013, we successfully completed two consent solicitations 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 a related waiver to extend the due dates for providing certain of our delayed SEC reports to the bond trustee (“Trustee”).

On January 23, 2014, we commenced a 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 Quarterly Report on Form 10-Q for the third quarter of 2012 (the “Third Quarter 2012 Form 10-Q”), the 2012 Form 10-K, our Quarterly Reports on Form 10-Q for the first, second and third quarters of 2013 (the “2013 Forms 10-Q”), this 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.

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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.

Dividends

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.

On May 22, 2014, Phoenix Life paid a $11.9 million dividend to Phoenix.

Late Filings

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.

On May 12, 2014, we filed a Notification of Late Filing on Form 12b-25 with the SEC disclosing that we would be unable to timely file our Quarterly Report on Form 10-Q for the period ending March 31, 2014 with the SEC.

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

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.

NYSE Actions

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.

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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. The Company believes that the filing of the 2013 Form 10-K within six months from the filing due date satisfies the NYSE requirement to file an Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Rating Agency Actions

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 May 20, 2014, Standard & Poor’s Rating Services placed its ‘B-‘, long-term counterparty credit rating on Phoenix and its ‘BB-‘ long-term counterparty credit and financial strength ratings on Phoenix Life and PHL Variable on CreditWatch with negative implications.

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

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

See Note 21 to these financial statements for additional information regarding the SEC Cease-and-Desist Order, as amended.

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

FORWARD-LOOKING STATEMENTS

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

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Executive Overview

Business

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

We believe our competitive strengths include:

• competitive and innovative products;

• underwriting and mortality risk management expertise;

• ability to develop business partnerships; and

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

For the first nine months of 2013, 99% of Phoenix product sales, as defined by total annuity deposits and total life premium, were annuities, and 88% 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 4 to our consolidated 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 includedeath claims net of reinsurance cash flows, including ceded premiums and recoverables, interest credited to policyholders and changes in policy liabilities and accruals. Certain universal life reserves are based on management’s assumptions about future COI fees and interest margins which, in turn, are affected by future premium payments, surrenders, lapses and mortality rates. Actual experience can vary significantly from these assumptions, resulting in greater or lesser changes in reserves. In addition, we regularly review and reset our assumptions in light of actual experience, which can result in material changes to these reserves.

For fixed indexed annuities, policy benefits include the change in the liability associated with guaranteed minimum withdrawal benefits. The assumptions used to calculate the guaranteed minimum withdrawal liability are consistent with those used for amortizing deferred policy acquisition costs (“DAC”).

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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 DAC 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.

• DAC amortization is based on the amount of expenses deferred, actual results in each quarter and management’s assumptions about the future performance of the business. The amount of future profit or margin is dependent principally on investment returns in our separate accounts, interest and default rates, reinsurance costs and recoveries, mortality, surrender rates, premium persistency and expenses. These factors enter into management’s estimates of gross profits or margins, which generally are used to amortize DAC. Actual equity market movements, net investment income in excess of amounts credited to policyholders, claims payments and other key factors can vary significantly from our assumptions, resulting in a 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. Certain of our variable and fixed annuity contracts include guaranteed minimum withdrawal and accumulation benefits which are classified as embedded derivatives. The fair value of the embedded derivative liability is calculated using significant management estimates, including: (i) the expected value of index credits on the next policy anniversary dates; (ii) the interest rate used to project the future growth in the contract liability; (iii) the discount rate used to discount future benefit payments, which includes an adjustment for our credit worthiness; and (iv) the expected costs of annual call options that will be purchased in the future to fund index credits beyond the next policy anniversary. These factors can vary significantly from period to period.

• Income tax expense/benefit 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.

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

Recent Trends on Earnings Drivers

• Premium revenue. Premium revenue decreased $36.0 million for the nine months ended September 30, 2013 compared with the nine months ended September 30, 2012 as a result of lower renewal premiums and paid up additions on policies within the closed block due to declining policies in force. The lower premiums in the closed block are offset by reductions in policyholder dividends.

• Net investment income. Net investment income decreased by $38.9 million for the nine months ended September 30, 2013 compared with the nine months ended September 30, 2012. The decrease was primarily due to lower investment income on long-term debt securities as the investments are maturing and are being reinvested at lower interest rates. The reduction in net investment income on the investments supporting the closed block is offset within policyholder dividends.

• Net realized investment gains or losses on investments. Net realized investment gains, excluding OTTI, of $6.5 million were recognized for the nine months ended September 30, 2013 compared to net realized investment gains, excluding OTTI, of $20.9 million for the nine months ended September 30, 2012. The decrease in realized investment gains, excluding OTTI, is primarily due to gains associated with the sale of debt securities and limited partnerships and other investment gains during the nine months ended September 30, 2012 compared to the nine months ended September 30, 2013.

• Policyholder dividends. Policyholder dividends decreased $100.4 million for the nine months ended September 30, 2013 compared with the nine months ended September 30, 2012 primarily due to a decrease in revenue from lower net investment income in the closed block as investments mature and are reinvested at lower interest rates, and a decrease in premiums as total in-force life insurance policies within the closed block continue to decline as the block ages.

• DAC amortization. Policy acquisition cost amortization decreased $54.0 million for the nine months ended September 30, 2013 compared with the nine months ended September 30, 2012. The decrease for the comparable periods was primarily due to a charge of $46.3 million in the third quarter of 2012 due to the annual comprehensive review of assumptions in 2012.

• Operating expenses. Operating expenses increased by $63.2 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012. The increase in other operating expenses was a result of higher professional fees and outside consulting and legal services primarily as a result of the Restatement.

Since its formation in the fourth quarter of 2009, Saybrus’ results of operations have steadily improved as revenue has increased. Inclusive of intercompany transactions, revenue for the nine months ended September 30, 2013 was $18.4 million, compared with $16.1 million for the nine months ended September 30, 2012. Operating expenses increased to $17.1 million for the nine months ended September 30, 2013 from $15.1 million for the nine months ended September 30, 2012, primarily driven by an increase in compensation related expenses.

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.

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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 DAC and unearned revenue amortization models, as well as projections within the death benefit and other insurance benefit reserving models.

Recent Acquisitions and Dispositions

See Note 2 to our consolidated financial statements in the 2012 Form 10-K.

Impact of New Accounting Standards

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

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated 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.

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Consolidated Results of Operations

Summary Consolidated Financial Data:	Three Months Ended						Increase (decrease) and
($ in millions)	September 30,						percentage change
	2013			2012			2013 vs. 2012
REVENUES:
Premiums	$	84.5		$	94.8		(10.3		)	(11	%)
Fee income	140.4			138.8			1.6			1	%
Net investment income	199.3			205.1			(5.8		)	(3	%)
Net realized investment gains (losses):
Total other-than-temporary impairment (“OTTI”) losses	(1.7		)	(7.2		)	5.5			(76	%)
Portion of OTTI gains (losses) recognized in   other comprehensive income (“OCI”)	(0.4		)	(0.2		)	(0.2		)	100	%
Net OTTI losses recognized in earnings	(2.1		)	(7.4		)	5.3			(72	%)
Net realized investment gains (losses), excluding OTTI losses	10.1			34.9			(24.8		)	(71	%)
Net realized investment gains (losses)	8.0			27.5			(19.5		)	(71	%)
Gain on debt repurchase	—			11.9			(11.9		)	(100	%)
Total revenues	432.2			478.1			(45.9		)	(10	%)
BENEFITS AND EXPENSES:
Policy benefits, excluding policyholder dividends	261.1			352.5			(91.4		)	(26	%)
Policyholder dividends	66.2			81.0			(14.8		)	(18	%)
Policy acquisition cost amortization	33.1			71.7			(38.6		)	(54	%)
Interest expense on indebtedness	7.1			7.9			(0.8		)	(10	%)
Other operating expenses	77.7			61.9			15.8			26	%
Total benefits and expenses	445.2			575.0			(129.8		)	(23	%)
Income (loss) from continuing operations before income taxes	(13.0		)	(96.9		)	83.9			(87	%)
Income tax expense (benefit)	9.2			(4.9		)	14.1			NM
Income (loss) from continuing operations	(22.2		)	(92.0		)	69.8			(76	%)
Income (loss) from discontinued operations, net of income taxes	0.3			(6.0		)	6.3			NM
Net income (loss)	(21.9		)	(98.0		)	76.1			(78	%)
Less: Net income (loss) attributable to noncontrolling interests	(0.1		)	0.8			(0.9		)	NM
Net income (loss) attributable to   The Phoenix Companies, Inc.	$	(21.8	)	$	(98.8	)	$	77.0		(78	%)

———————

Not meaningful (NM)

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Analysis of Consolidated Results of Operations

Three months ended September 30, 2013 compared with three months ended September 30, 2012

The Company recorded a net loss from continuing operations for the three months ended September 30, 2013 of $22.2 million, or $(3.87) per share, compared with a net loss from continuing operations of $92.0 million, or $(16.00) per share for the three months ended September 30, 2012. The increase in income from continuing operations is primarily due to the following items:

• Policy benefits decreased $91.4 million for the three months ended September 30, 2013 compared with the three months ended September 30, 2012. The decrease was primarily due to lower death benefits for universal life, variable universal life and traditional life products as a result of positive mortality experience during the quarter. In addition, during the third quarter of 2012 an increase to the profits followed by losses reserve of $44.8 million was recognized as a result of the assumption unlocking during 2012.

• Policyholder dividends decreased $14.8 million for the three months ended September 30, 2013 compared with the three months ended September 30, 2012 primarily due to a decrease in revenue from lower net investment income due to reinvestment at lower interest rates, and a decrease in premiums as total in-force life insurance policies within the closed block continue to decline. In addition, policy claims within the closed block have increased as the block continues to age.

• Policy acquisition cost amortization decreased $38.6 million for the three months ended September 30, 2013 compared with the three months ended September 30, 2012. The decrease over the period was primarily due to a charge of $46.3 million in the third quarter of 2012 due to the annual comprehensive review of assumptions in 2012.

Partially offsetting the increase in income from continuing operations were the following items:

• Premium revenue decreased $10.3 million for the three months ended September 30, 2013 compared with the three months ended September 30, 2012 as a result of lower renewal premiums and paid up additions on policies within the closed block due to declining policies in force. The lower premiums in the closed block are offset by reductions in policyholder dividends.

• Net realized investment gains, excluding OTTI, of $10.1 million were recognized for the three months ended September 30, 2013 compared to net realized investment gains of $34.9 million for the three months ended September 30, 2012. The change was primarily due to transaction gains of $33.4 million associated with sales of debt securities in the three months ended September 30, 2012 and transaction gains of $19.7 million in the three months ended September 30, 2013.

• Operating expenses increased by $15.8 million for the three months ended September 30, 2013, compared with the three months ended September 30, 2012. The increase in other operating expenses was a result of higher professional fees and outside consulting and legal services primarily as a result of the Restatement.

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Summary Consolidated Financial Data:	Nine Months Ended						Increase (decrease) and
($ in millions)	September 30,						percentage change
	2013			2012			2013 vs. 2012
REVENUES:
Premiums	$	254.6		$	290.6		$	(36.0	)	(12	)%
Fee income	409.3			423.1			(13.8		)	(3	)%
Net investment income	584.4			623.3			(38.9		)	(6	)%
Net realized investment gains (losses):
Total other-than-temporary impairment (“OTTI”) losses	(2.6		)	(30.6		)	28.0			(92	)%
Portion of OTTI gains (losses) recognized in   other comprehensive income (“OCI”)	(4.6		)	11.3			(15.9		)	NM
Net OTTI losses recognized in earnings	(7.2		)	(19.3		)	12.1			(63	)%
Net realized investment gains (losses), excluding OTTI losses	6.5			20.9			(14.4		)	(69	)%
Net realized investment gains (losses)	(0.7		)	1.6			(2.3		)	NM
Gain on debt repurchase	—			11.9			(11.9		)	(100	)%
Total revenues	1,247.6			1,350.5			(102.9		)	(8	)%
BENEFITS AND EXPENSES:
Policy benefits, excluding policyholder dividends	852.7			888.9			(36.2		)	(4	)%
Policyholder dividends	121.9			222.3			(100.4		)	(45	)%
Policy acquisition cost amortization	110.6			164.6			(54.0		)	(33	)%
Interest expense on indebtedness	21.9			23.7			(1.8		)	(8	)%
Other operating expenses	250.3			187.1			63.2			34	%
Total benefits and expenses	1,357.4			1,486.6			(129.2		)	(9	)%
Loss from continuing operations before income taxes	(109.8		)	(136.1		)	26.3			(19	)%
Income tax expense (benefit)	12.1			(1.0		)	13.1			NM
Income (loss) from continuing operations	(121.9		)	(135.1		)	13.2			(10	)%
Income (loss) from discontinued operations,   net of income taxes	(1.7		)	(12.0		)	10.3			(86	)%
Net income (loss)	(123.6		)	(147.1		)	23.5			(16	)%
Less: Net income (loss) attributable to noncontrolling interests	(0.3		)	0.6			(0.9		)	NM
Net income (loss) attributable to   The Phoenix Companies, Inc.	$	(123.3	)	$	(147.7	)	$	24.4		(17	)%

———————

Not meaningful (NM)

Analysis of Consolidated Results of Operations

Nine months ended September 30, 2013 compared with nine months ended September 30, 2012

The Company recorded a net loss from continuing operations for the nine months ended September 30, 2013 of $121.9 million, or $(21.23) per share, compared with a net loss from continuing operations of $135.1 million, or $(23.33) per share for the nine months ended September 30, 2012. The increase in income from continuing operations is primarily due to the following items:

• Policyholder dividends decreased $100.4 million for the nine months ended September 30, 2013 compared with the nine months ended September 30, 2012 primarily due to a decrease in revenue from lower net investment income in the closed block as investments mature and are reinvested at lower interest rates, and a decrease in premiums as total in-force life insurance policies within the closed block continue to decline as the block ages.

• Policy acquisition cost amortization decreased $54.0 million for the nine months ended September 30, 2013 compared with the nine months ended September 30, 2012. The decrease for the comparable periods was primarily due to a charge of $46.3 million in the third quarter of 2012 due to the annual comprehensive review of assumptions in 2012.

65

Partially offsetting the increase in income from continuing operations were the following items:

• Premium revenue decreased $36.0 million for the nine months ended September 30, 2013 compared with the nine months ended September 30, 2012 as a result of lower renewal premiums and paid up additions on policies within the closed block due to declining policies in force. The lower premiums in the closed block are offset by reductions in policyholder dividends.

• Net investment income decreased by $38.9 million for the nine months ended September 30, 2013 compared with the nine months ended September 30, 2012. The decrease was primarily due to lower investment income on long-term debt securities as the investments are maturing and are being reinvested at lower interest rates. The reduction in net investment income on the investments supporting the closed block is offset within policyholder dividends.

• Net realized investment gains, excluding OTTI, of $6.5 million were recognized for the nine months ended September 30, 2013 compared to net realized investment gains, excluding OTTI, of $20.9 million for the nine months ended September 30, 2012. The decrease in realized investment gains, excluding OTTI, is primarily due to gains associated with the sale of debt securities and limited partnerships and other investment gains during the nine months ended September 30, 2012 compared to the nine months ended September 30, 2013.

• Operating expenses increased by $63.2 million for the nine months ended September 30, 2013, compared to the nine months ended September 30, 2012. The increase in other operating expenses was a result of higher professional fees and outside consulting and legal services primarily as a result of the Restatement.

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 available-for-sale debt securities portfolio consists primarily of investment grade publicly traded and privately placed corporate bonds, residential mortgage-backed securities (“RMBS”), commercial mortgage-backed securities (“CMBS”) and other asset-backed securities. As of September 30, 2013, our debt securities, with a fair value of 11,713.2 million, represented 75.4% of total investments.

Available-for-Sale Debt Securities Ratings by Percentage:		As of
($ in millions)		September 30, 2013
				% of				% of
NAIC	S&P Equivalent	Fair		Fair		Amortized		Amortized
Rating	Designation	Value		Value		Cost		Cost
1	AAA/AA/A	$	6,198.6	52.9	%	$	5,918.0	52.7	%
2	BBB	4,598.7		39.3	%	4,399.9		39.2	%
	Total investment grade	10,797.3		92.2	%	10,317.9		91.9	%
3	BB	605.7		5.2	%	598.7		5.3	%
4	B	158.5		1.4	%	160.9		1.4	%
5	CCC and lower	111.9		1.0	%	114.4		1.0	%
6	In or near default	39.8		0.2	%	30.9		0.4	%
	Total debt securities	$	11,713.2	100.0	%	$	11,222.8	100.0	%

66

Available-for-Sale Debt Securities by Type:	As of
($ in millions)	September 30, 2013
					Unrealized Gains (Losses)
	Fair		Amortized		Gross		Gross
	Value		Cost		Gains		Losses			Net
U.S. government and agency	$	445.8	$	404.0	$	45.6	$	(3.8	)	$	41.8
State and political subdivision	377.6		364.5		21.9		(8.8		)	13.1
Foreign government	194.8		177.1		18.0		(0.3		)	17.7
Corporate	7,625.2		7,275.6		482.0		(132.4		)	349.6
CMBS	754.8		719.3		39.2		(3.7		)	35.5
RMBS	1,744.9		1,717.6		55.2		(27.9		)	27.3
CDO/CLO	220.7		220.7		5.5		(5.5		)	—
Other asset-backed	349.4		344.0		16.6		(11.2		)	5.4
Total available-for-sale debt securities	$	11,713.2	$	11,222.8	$	684.0	$	(193.6	)	$	490.4
Available-for-sale debt securities   outside closed block:
Unrealized gains	$	4,044.8	$	3,781.6	$	263.2	$	—		$	263.2
Unrealized losses	1,811.3		1,938.1		—		(126.8		)	(126.8		)
Total outside the closed block	5,856.1		5,719.7		263.2		(126.8		)	136.4
Available-for-sale debt securities   in closed block:
Unrealized gains	4,787.6		4,366.8		420.8		—			420.8
Unrealized losses	1,069.5		1,136.3		—		(66.8		)	(66.8		)
Total in the closed block	5,857.1		5,503.1		420.8		(66.8		)	354.0
Total available-for-sale debt securities	$	11,713.2	$	11,222.8	$	684.0	$	(193.6	)	$	490.4

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, 2013 in our available-for-sale debt and short-term investment portfolio were banking (7.2%), electric utilities (6.1%), oil (4.3%), insurance (3.5%) and diversified financial services (3.5%).

67

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
($ in millions)	September 30, 2013
	Sovereign		Financial						% of Debt
	Debt		Institutions		All Other		Total		Securities [2]
Spain	$	—	$	11.8	$	47.5	$	59.3	0.5	%
Ireland	—		5.1		50.4		55.5		0.5	%
Italy	—		—		18.2		18.2		0.1	%
Portugal	—		—		1.2		1.2		—	%
Greece	—		—		—		—		—	%
Total	—		16.9		117.3		134.2		1.1	%
All other Eurozone [1]	—		67.6		249.0		316.6		2.6	%
Total	$	—	$	84.5	$	366.3	$	450.8	3.7	%

———————

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

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

Residential Mortgage-Backed Securities

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

Most of our RMBS portfolio is highly rated. At September 30, 2013, 93.7% of the total residential portfolio was rated investment grade. We hold $235.1 million of RMBS investments backed by prime rated mortgages, $239.8 million backed by Alt-A mortgages and $124.0 million backed by sub-prime mortgages, which combined amount to 3.8% of our total investments. The majority of our prime, Alt-A and sub-prime exposure is investment grade, with 61.0% rated NAIC-1 and 20.2% 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 for the nine months ended September 30, 2013 totaled $4.1 million. These impairments consist of $(0.1) million from prime, $3.5 million from Alt-A and $0.7 million from sub-prime securities.

68

Residential Mortgage-Backed Securities:
($ in millions)	As of
	September 30, 2013
							NAIC Rating
							1		2		3		4		5		6
							AAA/										In or
	Amortized		Market		% Investment		AA/								CCC and		Near		% Closed
	Cost [1]		Value [1]		Assets [2]		A		BBB		BB		B		Below		Default		Block
Collateral
Agency	$	1,151.1	$	1,173.3	7.3	%	100.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	47.4	%
Prime	229.9		235.1		1.5	%	61.5	%	31.8	%	5.7	%	0.9	%	0.0	%	0.1	%	44.9	%
Alt-A	239.1		239.8		1.5	%	55.5	%	15.8	%	20.8	%	3.0	%	4.7	%	0.2	%	31.0	%
Sub-prime	124.9		124.0		0.8	%	71.0	%	6.6	%	10.0	%	12.4	%	0.0	%	0.0	%	9.4	%
Total	$	1,745.0	$	1,772.2	11.1	%	86.9	%	6.8	%	4.3	%	1.4	%	0.6	%	0.0	%	42.2	%

———————

[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 $27.4 million classified as fair value investments on the consolidated balance sheets. For these fair value investments, there is no impact to OCI as carrying value is equal to market value .

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

Prime Mortgage-Backed Securities:
($ in millions)		As of
		September 30, 2013
								Year of Issue
	S&P Equivalent	Amortized		Market		% Investment		Post-										2003 and
Rating	Designation	Cost		Value		Assets [1]		2007		2007		2006		2005		2004		Prior
NAIC-1	AAA/AA/A	$	141.3	$	144.6	0.9	%	0.0	%	0.0	%	11.1	%	16.4	%	35.9	%	36.6	%
NAIC-2	BBB	73.3		74.9		0.5	%	0.0	%	8.9	%	18.2	%	35.4	%	27.4	%	10.1	%
NAIC-3	BB	13.1		13.4		0.1	%	0.0	%	0.0	%	33.2	%	22.8	%	43.2	%	0.8	%
NAIC-4	B	2.1		2.1		—	%	0.0	%	0.0	%	100.0	%	0.0	%	0.0	%	0.0	%
NAIC-5	CCC and below	—		—		—	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
NAIC-6	In or near default	0.1		0.1		—	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	100.0	%
Total		$	229.9	$	235.1	1.5	%	0.0	%	2.8	%	15.4	%	22.7	%	33.3	%	25.8	%

———————

[1] Percentages based on market value of total investments and cash and cash equivalents.

69

Alt-A Mortgage-Backed Securities:
($ in millions)		As of
		September 30, 2013
								Year of Issue
	S&P Equivalent	Amortized		Market		% Investment		Post-										2003 and
Rating	Designation	Cost		Value		Assets [1]		2007		2007		2006		2005		2004		Prior
NAIC-1	AAA/AA/A	$	132.4	$	133.0	0.8	%	2.3	%	3.7	%	23.8	%	20.4	%	32.9	%	16.9	%
NAIC-2	BBB	38.3		37.9		0.2	%	0.0	%	0.0	%	0.0	%	0.0	%	68.0	%	32.0	%
NAIC-3	BB	48.5		50.0		0.3	%	0.0	%	0.0	%	0.3	%	16.6	%	67.7	%	15.4	%
NAIC-4	B	7.1		7.2		0.1	%	0.0	%	0.0	%	0.0	%	100.0	%	0.0	%	0.0	%
NAIC-5	CCC and below	12.4		11.2		0.1	%	0.0	%	0.0	%	47.6	%	52.4	%	0.0	%	0.0	%
NAIC-6	In or near default	0.4		0.5		—	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
Total		$	239.1	$	239.8	1.5	%	1.3	%	2.0	%	15.7	%	20.3	%	43.1	%	17.6	%

———————

[1] Percentages based on market value of total investments and cash and cash equivalents.

Sub-Prime Mortgage-Backed Securities:
($ in millions)		As of
		September 30, 2013
								Year of Issue
	S&P Equivalent	Amortized		Market		% Investment		Post-										2003 and
Rating	Designation	Cost		Value		Assets [1]		2007		2007		2006		2005		2004		Prior
NAIC-1	AAA/AA/A	$	86.5	$	88.0	0.5	%	0.0	%	11.7	%	14.9	%	30.4	%	22.9	%	20.1	%
NAIC-2	BBB	8.5		8.2		0.1	%	0.0	%	0.0	%	0.0	%	84.4	%	0.0	%	15.6	%
NAIC-3	BB	13.0		12.4		0.1	%	0.0	%	72.4	%	4.6	%	4.2	%	0.0	%	18.8	%
NAIC-4	B	16.7		15.4		0.1	%	0.0	%	0.0	%	0.0	%	99.4	%	0.0	%	0.6	%
NAIC-5	CCC and below	—		—		—	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%
NAIC-6	In or near default	0.2		—		—	%	0.0	%	0.0	%	0.0	%	0.0	%	0.0	%	100.0	%
Total		$	124.9	$	124.0	0.8	%	0.0	%	15.6	%	11.0	%	39.9	%	16.2	%	17.3	%

———————

[1] Percentages based on market value of total investments and cash and cash equivalents.

70

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, 2013
								Year of Issue
	S&P Equivalent	Amortized		Market		% Investment		Post-								2004 and		% Closed
Rating	Designation	Cost		Value [1]		Assets [2]		2007		2007		2006		2005		Prior		Block
NAIC-1	AAA/AA/A	$	698.3	$	734.2	4.6	%	45.0	%	6.0	%	18.7	%	11.4	%	18.9	%	40.8	%
NAIC-2	BBB	9.7		9.3		0.1	%	0.0	%	0.0	%	45.6	%	54.4	%	0.0	%	29.2	%
NAIC-3	BB	17.9		17.8		0.1	%	0.0	%	49.8	%	20.2	%	30.0	%	0.0	%	26.3	%
NAIC-4	B	2.0		2.0		—	%	0.0	%	0.0	%	0.0	%	100.0	%	0.0	%	35.2	%
NAIC-5	CCC and below	12.4		12.9		0.1	%	0.0	%	0.0	%	0.0	%	0.0	%	100.0	%	57.6	%
NAIC-6	In or near default	6.1		6.9		—	%	0.0	%	10.1	%	0.0	%	0.0	%	89.9	%	12.2	%
Total		$	746.4	$	783.1	4.9	%	42.1	%	6.9	%	18.5	%	12.3	%	20.2	%	40.4	%

———————

[1] Includes commercial mortgage-backed CDOs with amortized cost and market values of $20.2 million and $21.5 million, respectively. CMBS holdings in this exhibit include $6.8 million classified as fair value investments on the consolidated balance sheets. For these fair value investments, there is no impact to OCI as carrying value is equal to market value.

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

Realized Gains and Losses

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

71

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)	2013			2012			2013			2012
Total other-than-temporary debt impairments	$	(1.7	)	$	(6.9	)	$	(2.6	)	$	(28.8	)
Portion of gains (losses) recognized in OCI	(0.4		)	(0.2		)	(4.6		)	11.3
Net debt impairment losses recognized in earnings	$	(2.1	)	$	(7.1	)	$	(7.2	)	$	(17.5	)
Debt security impairments:
U.S. government and agency	$	—		$	—		$	—		$	—
State and political subdivision	—			—			—			—
Foreign government	—			—			—			—
Corporate	(0.7		)	—			(0.7		)	(0.6		)
CMBS	(0.1		)	(3.3		)	(2.0		)	(4.5		)
RMBS	(1.4		)	(2.6		)	(4.3		)	(10.4		)
CDO/CLO	0.1			(0.7		)	(0.2		)	(0.7		)
Other asset-backed	—			(0.5		)	—			(1.3		)
Net debt security impairments	(2.1		)	(7.1		)	(7.2		)	(17.5		)
Equity security impairments	—			—			—			(1.5		)
Limited partnerships and other investment impairments	—			(0.3		)	—			(0.3		)
Impairment losses	(2.1		)	(7.4		)	(7.2		)	(19.3		)
Debt security transaction gains	19.7			33.4			31.7			41.4
Debt security transaction losses	(0.8		)	(1.3		)	(3.5		)	(4.9		)
Equity security transaction gains	0.3			5.0			1.3			5.0
Equity security transaction losses	—			(0.2		)	(1.2		)	(0.3		)
Limited partnerships and other investment transaction gains	0.7			5.5			0.7			6.8
Limited partnerships and other investment transaction losses	(4.6		)	(1.5		)	(4.6		)	(2.5		)
Net transaction gains (losses)	15.3			40.9			24.4			45.5
Derivative instruments	(15.2		)	(14.2		)	(34.9		)	(33.4		)
Embedded derivatives [1]	8.9			7.1			14.6			6.9
Assets valued at fair value	1.1			1.1			2.4			1.9
Net realized investment gains (losses),excluding impairment losses	10.1			34.9			6.5			20.9
Net realized investment gains (losses),including impairment losses	$	8.0		$	27.5		$	(0.7	)	$	1.6

———————

[1] Includes the change in fair value of embedded derivatives associated with variable annuity GMWB, GMAB and COMBO riders. See Note 10 to our consolidated financial statements in this Form 10-Q for additional disclosures.

Other-than-Temporary Impairments

Management assessed all securities in an unrealized loss position in determining whether impairments were temporary or other- than-temporary. In reaching its conclusions, management exercised significant judgment and used a number of issuer-specific quantitative indicators and qualitative judgments to assess the probability of receiving a given security’s contractual cash flows. This included the issue’s implied yield to maturity, cumulative default rate based on rating, comparisons of issue-specific spreads to industry or sector spreads, specific trading activity in the issue, and other market data such as recent debt tenders and upcoming refinancing requirements. Management also reviewed fundamentals such as issuer credit and liquidity metrics, business outlook and industry conditions. Management maintains a watch list of securities that is reviewed for impairments. Each security on the watch list was evaluated, analyzed and discussed, with the positive and negative factors weighed in the ultimate determination of whether or not the security was other-than-temporarily impaired. For securities for which no OTTI was ultimately indicated at March 31, 2013, management does not have the intention to sell, nor does it expect to be required to sell, these securities prior to their recovery.

72

OTTIs recorded in the first nine months of 2013 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 $2.1 million for the third quarter of 2013 and $7.1 million for the third quarter of 2012 and $7.2 million for the first nine months of 2013 and $17.5 million for the first nine months of 2012. There were equity security OTTIs of $0 and $0 for the three and nine months ended September 30, 2013 and $0 and $1.5 million for the three and nine months September 30, 2012. There were limited partnerships and other investment OTTIs of $0 and $0 for the three and nine months ended September 30, 2013 and $0.3 million and $0.3 million for the three and nine months ended September 30, 2012.

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 $(0.4) million for the third quarter of 2013, $(0.2) million for the third quarter of 2012, $(4.6) million for the first nine months of 2013 and $11.3 million for the first nine months of 2012.

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

Credit Losses Recognized in Earnings on 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)	2013			2012			2013			2012
Balance, beginning of period	$	(72.5	)	$	(78.8	)	$	(72.6	)	$	(79.1	)
Add: Credit losses on securities not previously impaired [1]	(0.7		)	(1.5		)	(0.7		)	(3.8		)
Add: Credit losses on securities previously impaired [1]	(0.2		)	(5.6		)	(3.6		)	(11.8		)
Less: Credit losses on securities impaired due to intent to sell	—			—			—			—
Less: Credit losses on securities sold	2.9			5.3			6.4			14.1
Less: Increases in cash flows expected on     previously impaired securities	—			—			—			—
Balance, end of period	$	(70.5	)	$	(80.6	)	$	(70.5	)	$	(80.6	)

———————

[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 income and comprehensive income.

Unrealized Gains and Losses

The following tables present certain information with respect to our gross unrealized gains and losses related to our investments in debt securities as of September 30, 2013. We separately present information that is applicable to unrealized losses both outside and inside the closed block. See Note 4 to our consolidated financial statements in this Form 10-Q for more information regarding the closed block. Applicable DAC and deferred income taxes further reduce the effect of unrealized gains and losses on our comprehensive income.

73

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).

Available-for-Sale Debt Securities Non-Credit OTTI Losses in AOCI, by Security Type:	September 30, 2013			December 31, 2012
($ in millions)
U.S. government and agency	$	—		$	—
State and political subdivision	(1.2		)	(1.1		)
Foreign government	—			—
Corporate	(8.4		)	(8.3		)
CMBS	(4.2		)	(6.2		)
RMBS	(26.4		)	(30.6		)
CDO/CLO	(15.3		)	(18.1		)
Other asset-backed	(1.8		)	(1.4		)
Total available-for-sale debt securities non-credit OTTI losses in AOCI	$	(57.3	)	$	(65.7	)

———————

[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
Securities Outside Closed Block:	September 30, 2013
($ in millions)				0 – 6			6 – 12			Over 12
	Total			Months			Months			Months
Available-for-sale debt securities outside closed block
Total fair value	$	1,811.3		$	1,208.1		$	258.7		$	344.5
Total amortized cost	1,938.1			1,252.9			276.2			409.0
Unrealized losses	$	(126.8	)	$	(44.8	)	$	(17.5	)	$	(64.5	)
Number of securities [1]	505			316			66			123
Investment grade:
Unrealized losses	$	(104.4	)	$	(41.1	)	$	(16.5	)	$	(46.8	)
Below investment grade:
Unrealized losses	$	(22.4	)	$	(3.7	)	$	(1.0	)	$	(17.7	)
Available-for-sale equity securities outside closed block
Unrealized losses	$	(0.6	)	$	—		$	—		$	(0.6	)
Number of securities [1]	6			—			—			6

———————

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

For available-for-sale debt securities outside of the closed block with gross unrealized losses, 82.3% of the unrealized losses after offsets pertain to investment grade securities and 17.7% of the unrealized losses after offsets pertain to below-investment-grade securities at September 30, 2013.

74

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
Securities Outside Closed Block:	September 30, 2013
($ in millions)				0 – 6			6 – 12		Over 12
	Total			Months			Months		Months
Available-for-sale debt securities outside closed block
Unrealized losses over 20% of cost	$	(42.5	)	$	(2.4	)	$	—	$	(40.1	)
Number of securities [1]	23.0			5.0			—		18.0
Investment grade:
Unrealized losses over 20% of cost	$	(31.3	)	$	(0.2	)	$	—	$	(31.1	)
Below investment grade:
Unrealized losses over 20% of cost	$	(11.3	)	$	(2.2	)	$	—	$	(9.1	)
Available-for-sale equity securities outside closed block
Unrealized losses over 20% of cost	$	—		$	—		$	—	$	—
Number of securities [1]	—			—			—		—

———————

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

Duration of Gross Unrealized Losses on	As of
Securities Inside Closed Block:	September 30, 2013
($ in millions)				0 – 6			6 – 12			Over 12
	Total			Months			Months			Months
Available-for-sale debt securities inside closed block
Total fair value	$	1,069.5		$	693.8		$	155.2		$	220.5
Total amortized cost	1,136.3			722.9			165.8			247.6
Unrealized losses	$	(66.8	)	$	(29.1	)	$	(10.6	)	$	(27.1	)
Number of securities [1]	287			187			39			61
Investment grade:
Unrealized losses	$	(52.5	)	$	(25.4	)	$	(9.6	)	$	(17.5	)
Below investment grade:
Unrealized losses	$	(14.3	)	$	(3.7	)	$	(1.0	)	$	(9.6	)
Available-for-sale equity securities inside closed block
Unrealized losses	$	(0.5	)	$	—		$	—		$	(0.5	)
Number of securities [1]	5			—			—			5

———————

[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, 2013.

75

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
Securities Inside Closed Block:	September 30, 2013
($ in millions)				0 – 6			6 – 12		Over 12
	Total			Months			Months		Months
Available-for-sale debt securities inside closed block
Unrealized losses over 20% of cost	$	(5.2	)	$	(5.0	)	$	—	$	(0.2	)
Number of securities [1]	8			4			—		4
Investment grade:
Unrealized losses over 20% of cost	$	(0.2	)	$	—		$	—	$	(0.2	)
Below investment grade:
Unrealized losses over 20% of cost	$	(5.0	)	$	(5.0	)	$	—	$	—
Available-for-sale equity securities inside closed block
Unrealized losses over 20% of cost	$	—		$	—		$	—	$	—
Number of securities [1]	—			—			—		—

———————

[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,
	2013			2012
Cash used for operating activities	$	(377.7	)	$	(403.4	)
Cash used for investing activities	155.3			(77.8		)
Cash provided by financing activities	469.3			594.4
Change in cash and cash equivalents	$	246.9		$	113.2

Nine months ended September 30, 2013 compared with the nine months ended September 30, 2012

Cash used for operating activities decreased by $25.7 million during the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012. This decrease was driven by lower death benefits paid on traditional life products in conjunction with reduced commissions paid related to lower sales of our fixed indexed annuity product. Partially offsetting this increase were lower renewal premiums on our legacy blocks of business due to a declining in force population and increased professional fees, legal services, audit and consulting fees primarily related to the Restatement.

76

Cash provided by investing activities increased $233.1 million during the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012 as a result of a greater increase in sales and maturities relative to purchases. This was primarily driven by less cash being provided by financing and operating activities, namely due to a reduction in deposits of fixed index annuities, combined with significantly increased holdings of cash and cash equivalents in lieu of reinvestment.

Cash provided by financing activities decreased $125.1 million during the nine months ended September 30, 2013. This decline was primarily a result of a decrease in policyholder deposits related to lower sales of fixed indexed annuities when compared to 2012. Offsetting this decline was the absence of a debt repurchase during 2013, which in 2012 resulted in a financing outflow of $36.2 million.

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 State Department of Financial Services (“NYDFS”) in the amount of the lesser of 10% of Phoenix Life’s surplus to policyholders as of the immediately preceding calendar year or Phoenix Life’s statutory net gain from operations for the immediately preceding calendar year, not including realized capital gains. Based on this calculation, Phoenix Life would be able to pay a dividend of $78.3 million in 2013. During the three and nine months ended September 30, 2013, Phoenix Life declared $29.2 million and $49.2 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, 2013, Phoenix Life had $785.0 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 $15.0 million and $14.3 million for the nine months ended September 30, 2013 and 2012, respectively. As of September 30, 2013, 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 flows from operations and investing activities to fund liquidity requirements. Their principal cash inflows from life insurance and annuities activities come from premiums, annuity deposits, and charges on insurance policies and annuity contracts. In the case of Phoenix Life, cash inflows also include dividends, distributions, and other payments from subsidiaries. Principal cash inflows from investing activities result from repayments of principal, proceeds from maturities, sales of invested assets, and investment income. The principal cash inflows from our discontinued group accident and health reinsurance operations come from our reinsurance, recoveries from other retrocessionaires, and investing activities.

Aggregate life surrenders in 2012 were 5.8% of related reserves, but improved in the nine months ended September 30, 2013, dropping to 4.6%. Liquid assets used in satisfying surrenders consist of cash, cash equivalents, short-terms, treasuries, and agency-mortgage backed securities. These liquid assets accounted for 15.6% of fixed income investments as of September 30, 2013, compared with 10.6% at year end 2012. 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.

77

In 2004, Phoenix Life 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 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. During September 2012, the Company repurchased and retired $48.3 million principal of these surplus notes after receiving prior approval from the NYDFS.

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. See Note 9 to our consolidated financial statements in this Form 10-Q for additional information on the reverse stock split.

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 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 authorized a program to repurchase up to an aggregate amount of $25.0 million (not including fees and expenses) of the Company’s outstanding shares of common stock. Under the stock repurchase program, purchases may be made from time to time in the open market, in accelerated stock buyback arrangements, in privately negotiated transactions or otherwise, subject to market prices and other conditions. 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 previously existing stock repurchase program. No shares were repurchased during the nine months ended September 30, 2013.

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

78

On August 12, 2014, Standard & Poor’s lowered its financial strength ratings on Phoenix Life and PHL Variable to B+ from BB- and affirmed its B- long-term counterparty credit rating on The Phoenix Companies, Inc. They removed the ratings from CreditWatch and assigned a negative outlook. They also affirmed The Phoenix Companies, Inc.’s long-term counterparty credit rating. On May 20, 2014, Standard & Poor’s placed our financial strength rating of BB- and senior debt rating of B- on CreditWatch with negative implications. 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.

The financial strength and debt ratings as of September 4, 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	B+	Negative	B-	CreditWatch Negative

———————

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

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

79

Consolidated Financial Condition

Consolidated Balance Sheet:							Increase (decrease) and
($ in millions)	September 30, 2013			December 31, 2012			percentage change
							2013 vs. 2012
ASSETS
Available-for-sale debt securities, at fair value	$	11,713.2		$	11,956.4		$	(243.2	)	(2	%)
Available-for-sale equity securities, at fair value	45.2			34.8			10.4			30	%
Short-term investments	454.8			699.6			(244.8		)	(35	%)
Limited partnerships and other investments	573.0			577.3			(4.3		)	(1	%)
Policy loans, at unpaid principal balances	2,329.9			2,354.7			(24.8		)	(1	%)
Derivative instruments	197.2			157.4			39.8			25	%
Fair value investments	223.7			201.5			22.2			11	%
Total investments	15,537.0			15,981.7			(444.7		)	(3	%)
Cash and cash equivalents	492.8			246.4			246.4			100	%
Accrued investment income	206.1			170.3			35.8			21	%
Receivables	68.6			82.9			(14.3		)	(17	%)
Reinsurance recoverable	589.6			583.6			6.0			1	%
Deferred policy acquisition costs	900.4			902.2			(1.8		)	—	%
Deferred income taxes, net	66.0			49.4			16.6			34	%
Other assets	276.4			243.1			33.3			14	%
Discontinued operations assets	45.5			53.7			(8.2		)	(15	%)
Separate account assets	3,350.9			3,316.5			34.4			1	%
Total assets	$	21,533.3		$	21,629.8		$	(96.5	)	—	%
LIABILITIES
Policy liabilities and accruals	$	12,559.3		$	12,656.7		$	(97.4	)	(1	%)
Policyholder deposit funds	3,328.6			3,040.7			287.9			9	%
Dividend obligations	746.5			1,003.6			(257.1		)	(26	%)
Indebtedness	378.8			378.8			—			—	%
Pension and postretirement liabilities	407.2			429.3			(22.1		)	(5	%)
Other liabilities	342.9			245.3			97.6			40	%
Discontinued operations liabilities	39.6			48.4			(8.8		)	(18	%)
Separate account liabilities	3,350.9			3,316.5			34.4			1	%
Total liabilities	21,153.8			21,119.3			34.5			—	%
STOCKHOLDERS’ EQUITY
Common stock	0.1			0.1			—			—	%
Additional paid in capital	2,633.1			2,633.1			—			—	%
Accumulated other comprehensive loss	(258.9		)	(249.3		)	(9.6		)	4	%
Accumulated deficit	(1,820.5		)	(1,697.2		)	(123.3		)	7	%
Treasury stock	(182.9		)	(182.9		)	—			—	%
Total The Phoenix Companies, Inc. stockholders’ equity	370.9			503.8			(132.9		)	(26	%)
Noncontrolling interests	8.6			6.7			1.9			28	%
Total liabilities and stockholders’ equity	379.5			510.5			(131.0		)	(26	%)
Total The Phoenix Companies, Inc. stockholders’ equity	$	21,533.3		$	21,629.8		$	(96.5	)	—	%

———————

Not meaningful (NM)

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September 30, 2013 compared with December 31, 2012

Assets

The decrease in total investments was primarily due to a decline in the market value of available-for-sale debt securities resulting from increases in interest rates during 2013. Partially offsetting these declines were additional purchases of securities primarily from continued deposits in the fixed indexed annuity business, and increases in cash and cash equivalents.

DAC decreased overall as a result of continued amortization of previously deferred costs, which were partially offset by increases in the shadow component that offsets unrealized losses on investments within AOCI. Partially offsetting these decreases were additional deferrals of commissions on new sales of our fixed indexed annuities. The table below presents DAC by product.

Composition of Deferred Policy Acquisition Costs					Increase (decrease) and
by Product:	September 30, 2013		December 31, 2012		percentage change
($ in millions)					2013 vs. 2012
Variable universal life	$	124.6	$	140.8	$	(16.2	)	(12	%)
Universal life	191.4		209.1		(17.7		)	(8	%)
Variable annuities	94.5		91.8		2.7			3	%
Fixed annuities	179.0		129.0		50.0			39	%
Traditional life	310.9		331.5		(20.6		)	(6	%)
Total deferred policy acquisition costs	$	900.4	$	902.2	$	(1.8	)	—	%

———————

Not meaningful (NM)

The increase in the deferred income taxes, net, is primarily attributable to an increase in the deferred tax associated with unrealized losses on investments that are not offset by the valuation allowance.

Separate account assets and liabilities increased as a result of market performance of the assets, which were partially offset by policyholder withdrawals.

Liabilities and Stockholders’ Equity

Policyholder deposit funds increased during the nine months ended September 30, 2013 primarily as a result of continued sales of fixed indexed annuities as illustrated in the table below entitled “Annuity Funds on Deposit.”

Dividend obligations decreased during the nine months ended September 30, 2013 primarily as a result of significant unrealized losses on the closed block assets in the second quarter of 2013 related to rising interest rates.

The increase in other liabilities is due to additional investments payable resulting from the timing of investment purchases, as well as an increase in the fair value of the derivative liabilities as a result of the equity market performance during 2013. This increase in derivative liabilities is offset by increases in derivative assets, which are recorded within derivative instruments in investments. The net derivative position of $114.0 million as of September 30, 2013 has not fluctuated significantly from the net derivative position of $111.6 million as of December 31, 2012.

The decrease in total stockholders’ equity was primarily a result of the net loss recognized for the nine months ended September 30, 2013 and an increase in the accumulated other comprehensive loss associated with unrealized losses on available-for-sale debt securities due to the rise in interest rates during 2013.

81

Funds on Deposit

Annuity Funds on Deposit:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Deposits	$	166.5		$	211.1		$	514.2		$	631.0
Performance and interest credited	173.6			138.9			358.6			329.2
Fees	(18.6		)	(14.6		)	(51.7		)	(43.5		)
Benefits and surrenders	(173.8		)	(134.9		)	(498.9		)	(453.1		)
Change in funds on deposit	147.7			200.5			322.2			463.6
Funds on deposit, beginning of period	5,216.6			4,758.5			5,042.1			4,495.4
Annuity funds on deposit, end of period	$	5,364.3		$	4,959.0		$	5,364.3		$	4,959.0

Three and nine months ended September 30, 2013 compared with three and nine months ended September 30, 2012

Annuity funds on deposit increased $147.7 million and $200.5 million during the three months ended September 30, 2013 and 2012, respectively. The smaller decline over the period was due to a decrease in deposits and higher benefits and surrenders in 2013 compared with 2012. Partially offsetting these items were stronger market performance of assets over the comparative periods.

Annuity funds on deposit increased $322.2 million and $463.6 million during the nine months ended September 30, 2013 and 2012, respectively. The smaller increase was primarily due to lower deposits and higher benefits and surrenders in 2013 compared with 2012, which were partially offset by stronger market performance.

Variable Universal Life Funds on Deposit:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Deposits	$	18.3		$	20.6		$	56.1		$	62.8
Performance and interest credited	62.1			43.6			122.4			106.5
Fees and cost of insurance	(19.0		)	(19.5		)	(56.2		)	(59.3		)
Benefits and surrenders	(25.9		)	(24.2		)	(84.3		)	(92.6		)
Change in funds on deposit	35.5			20.5			38.0			17.4
Funds on deposit, beginning of period	1,016.8			1,016.0			1,014.3			1,019.1
Variable universal life funds on deposit, end of period	$	1,052.3		$	1,036.5		$	1,052.3		$	1,036.5

Three and nine months ended September 30, 2013 compared with three and nine months ended September 30, 2012

Variable universal life funds on deposit increased $35.5 million and $20.5 million during the three months ended September 30, 2013 and 2012, respectively. The increase primarily reflects stronger market performance of assets in 2013 compared with 2012, while deposits, fees, COIs, benefits and surrenders remained relatively flat over the comparable periods.

Variable universal life funds on deposit increased $38.0 million and $17.4 million during the nine months ended September 30, 2013 and 2012, respectively. The increase primarily reflects stronger market performance of assets in 2013 compared with 2012, while deposits, fees, COIs, benefits and surrenders remained relatively flat over the comparable periods.

82

Universal Life Funds on Deposit:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Deposits	$	81.7		$	97.1		$	270.0		$	275.8
Interest credited	18.7			18.7			56.3			56.7
Fees and cost of insurance	(90.8		)	(93.1		)	(265.5		)	(283.4		)
Benefits and surrenders	(23.6		)	(27.2		)	(70.6		)	(81.6		)
Change in funds on deposit	(14.0		)	(4.5		)	(9.8		)	(32.5		)
Funds on deposit, beginning of period	1,842.1			1,824.8			1,837.9			1,852.8
Universal life funds on deposit, end of period	$	1,828.1		$	1,820.3		$	1,828.1		$	1,820.3

Three and nine months ended September 30, 2013 compared with three and nine months ended September 30, 2012

Universal life funds on deposit decreased $14.0 million and $4.5 million during the three months ended September 30, 2013 and 2012, respectively. The funds on deposit have not changed significantly for the comparative periods given consistent levels of deposits, interest credited, fees, COIs, benefits and surrenders period-over-period.

Universal life funds on deposit decreased $9.8 million and $32.5 million during the nine months ended September 30, 2013 and 2012, respectively. The smaller decline was due to lower fees, COIs, benefits and surrenders in 2013 compared with 2012, while deposits and market performance remained flat over the comparative period.

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, 2013, the Company had unfunded commitments of $231.3 million under such agreements, of which $17.7 million is expected to be funded by December 31, 2013.

In addition, the Company enters into agreements to purchase private placement investments. At September 30, 2013, the Company had open commitments of $160.9 million under such agreements which are expected to be fully funded by August 30, 2014.

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, 2013, 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 of $8.1 million in the third quarter of 2013 to the pension plan. During the nine months ended September 30, 2013, we made contributions of $11.4 million to the pension plan. We expect to make no additional contributions to the pension plan by December 31, 2013. On July 6, 2012, the Surface Transportation Extension Act of 2012, was enacted into law and is effective immediately. The law includes certain pension funding stabilization provisions., which the Company took advantage of in 2012.

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

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

83

Off-Balance Sheet Arrangements

As of September 30, 2013 and December 31, 2012, 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. See Note 21 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) decreased from$922.5 million at December 31, 2012 to $785.0 million at September 30, 2013. The principal factors resulting in this decrease were $49.2 million of dividends declared during the first nine months of 2013, $46.6 million relating to lower admitted deferred tax assets and $28.0 million of net prior period error adjustments, which decreased surplus during 2013 as a result of errors found in the Restatement and statutory and U.S. GAAP audits.

Enterprise Risk Management

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

See our 2013 Form 10-K, which was filed out of sequence, for information regarding our enterprise risk management and which is reflective of our exposure to operational or market risk at September 30, 2013.

Item 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See our 2013 Form 10-K, which was filed out of sequence, for information about our management of market risk. There were no material changes in our market risk exposure at June 30, 2013.

Item 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

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

84

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, 2013, 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, 2013, the Company’s disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting described in Part II, Item 9A of the 2013 Form 10-K. As disclosed in the 2013 Form 10-K, the Chief Executive Officer and Chief Financial Officer previously concluded that, as of December 31, 2013, the Company’s disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting described in Part II, Item 9A of the 2013 Form 10-K. Management has concluded that the material weaknesses that were present at December 31, 2013 were also present at September 30, 2013. These material weaknesses included deficiencies in the period-end financial reporting process which includes the timely preparation and filing of the Company’s consolidated financial statements.

To address these material weaknesses, management performed additional analyses and other procedures 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.

Previously Identified Material Weaknesses

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

Remediation Status

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

Changes in Internal Control Over Financial Reporting

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

85

PART II. OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

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

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

For a discussion of legal proceedings as of September 30, 2013, see “Legal Proceedings” in Part I, Item 3 of our 2013 Form 10-K, which was filed out of sequence.

See Item 1A, “Risk Factors” in Part I, Item 1A of our 2013 Form 10-K, which was filed out of sequence, 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 2013 Form 10-K, which was filed out of sequence. 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, 2013, there were no material changes to the Company’s risk factors disclosed in Part I, Item 1A of our 2013 Form 10-K, which was filed out of sequence.

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.

86

Item 6.    EXHIBITS

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

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.

87

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
Date: September 10, 2014	By:	/s/ Bonnie J. Malley
		Bonnie J. Malley
		Executive Vice President and Chief Financial Officer

88

EX-12

EXHIBIT 12

STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS [1
	Three Months Ended Sept 30,			Nine Months Ended Sept 30,			Years Ended December 31,
($ amounts in millions)	2013			2013			2012			2011			2010			2009			2008
Income (loss) from continuing operations before income taxes	$	(13.1	)	$	(110.0	)	$	(156.0	)	$	2.7		$	(41.6	)	$	(73.9	)	(257.4		)
Less: Equity in earnings (losses) of limited partnership   and other investments	13.9			37.5			59.5			44.6			57.4			(41.3		)	5.9
Add: Distributed earnings of limited partnership and   other investments	3.6			9.7			28.7			33.1			61.3			20.6			26.4
Income (loss) from continuing operations before income taxes   and equity in undistributed earnings of limited partnership   and other investments	$	(23.4	)	$	(137.8	)	$	(186.8	)	$	(8.8	)	$	(37.7	)	$	(12.0	)	(236.9		)
Fixed Charges:
Interest expense on indebtedness	$	7.1		$	21.8		$	30.8		$	31.8		$	31.8		$	33.1		36.7
Interest expense on attributable to rentals	0.1			0.1			0.3			0.4			0.5			0.7			0.7
Total fixed charges [2]	7.1			21.9			31.1			32.2			32.3			33.8			37.4
Interest credited on policyholder contract balances	37.2			98.6			122.6			115.2			124.2			136.2			152.0
Total fixed charges, including interest credited to   policyholders	$	44.3		$	120.5		$	153.7		$	147.4		$	156.5		$	170.0		189.4
Income (loss) from continuing operations before income taxes,   equity in undistributed earnings of limited partnership and   other investments and fixed charges	$	20.9		$	(17.3	)	$	(33.1	)	$	138.6		$	118.8		$	158.0		$	(47.5	)
Ratio of earnings to fixed charges an    preferred stock dividends	0.5			(0.1		)	(0.2		)	0.9			0.8			0.9			(0.3		)
Additional earnings required to achieve 1:1 ratio coverage	$	23.4		$	137.8		$	186.8		$	8.8		$	37.7		$	12.0		$	236.9
SUPPLEMENTAL RATIO [3] --- Ratio of earnings to fixed charges and preferred stock dividends exclusive of interest credited on policyholder contract balances:
Income (loss) from continuing operations before income taxes   and equity in undistributed earnings of limited partnership   and other investments	$	(23.4	)	$	(137.8	)	$	(186.8	)	$	(8.8	)	$	(37.7	)	$	(12.0	)	$	(236.9	)
Fixed Charges:
Total fixed charges, as above	$	7.1		$	21.9		$	31.1		$	32.2		$	32.3		$	33.8		$	37.4
Income (loss) from continuing operations before income taxes,   equity in undistributed earnings of limited partnership and   other investments and fixed charges	$	(16.3	)	$	(115.9	)	$	(155.7	)	$	23.4		$	(5.4	)	$	21.8		$	(199.5	)
Ratio of earnings to fixed charges and   preferred stock dividends	(2.3		)	(5.3		)	(5.0		)	0.7			(0.2		)	0.6			(5.3		)
Additional earnings required to achieve 1:1 ratio coverage	$	23.4		$	137.8		$	186.8		$	8.8		$	37.7		$	12.0		$	236.9

———————

[1] We had no dividends on preferred stock for the years 2009 to 2013.

[2] Total fixed charges consist of interest expense on indebtedness and an interest factor attributable to rentals. The interest factor attributable to rentals consists of one-third of rental charges, which we deem to be representative of the interest factor inherent in rents.

[3] This ratio is disclosed for the convenience of investors and may be more comparable to the ratios disclosed by other issuers of fixed income securities.

EX-31.1

EXHIBIT 31.1 

CERTIFICATION

I, the President and Chief Executive Officer of The Phoenix Companies, Inc. (the “registrant”), certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of the registrant;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 10, 2014	/s/ James D. Wehr
	Name:	James D. Wehr
	Title:	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2 

CERTIFICATION

I, the Chief Financial Officer of The Phoenix Companies, Inc. (the “registrant”), certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of the registrant;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 10, 2014	/s/ Bonnie J. Malley
	Name:	Bonnie J. Malley
	Title:	Executive Vice President and Chief Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION

The undersigned hereby certify that the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2013 of The Phoenix Companies, Inc. (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company. 

/s/ James D. Wehr		/s/ Bonnie J. Malley
Name:	James D. Wehr	Name:	Bonnie J. Malley
Title:	President and Chief Executive Officer	Title:	Executive Vice President and Chief Financial Officer
Date:	September 10, 2014	Date:	September 10, 2014

 A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Phoenix Companies, Inc. and will be retained by The Phoenix Companies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Derivative Instruments (Tables)

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments:				Fair Value as of
($ in millions)		Notional		September 30, 2013
	Maturity	Amount		Assets		Liabilities [1]
Interest rate swaps	2016-2027	$	160.0	$	6.8	$	7.2
Variance swaps	2015-2017	0.9		—		7.3
Swaptions	2024-2025	1,402.0		22.2		—
Put options	2015-2022	406.0		43.1		—
Call options [2]	2013-2018	1,623.9		107.9		68.2
Cross currency swaps	2016	10.0		—		0.5
Equity futures	2013	156.8		17.2		—
Total derivative instruments		$	3,759.6	$	197.2	$	83.2

———————

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

[2] Includes a contingent receivable of $2.5 million.

Derivative Instruments:				Fair Value as of
($ in millions)		Notional		December 31, 2012
	Maturity	Amount		Assets		Liabilities [1]
Interest rate swaps	2016-2027	$	180.0	$	15.5	$	7.7
Variance swaps	2015-2017	0.9		—		4.4
Swaptions	2024	25.0		—		—
Put options	2015-2022	406.0		72.7		—
Call options [2]	2013-2017	1,328.4		53.3		33.6
Cross currency swaps	2016	10.0		—		0.1
Equity futures	2013	184.7		15.9		—
Total derivative instruments		$	2,135.0	$	157.4	$	45.8

———————

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

[2] Includes a contingent receivable of $2.7 million.

Derivative Instrument Gains (Losses) Recognized in Earnings

Derivative Instrument Gains (Losses) Recognized in	Three Months Ended						Nine Months Ended
Realized Investment Gains (Losses):	September 30,						September 30,
($ in millions)	2013			2012			2013			2012
Interest rate swaps	$	(2.9	)	$	(0.4	)	$	(8.9	)	$	0.5
Variance swaps	(1.2		)	(1.8		)	(3.0		)	(6.4		)
Swaptions	(4.7		)	—			8.9			(0.2		)
Put options	(8.8		)	(8.4		)	(30.2		)	(14.6		)
Call options	10.6			7.4			30.5			7.6
Equity futures	(7.7		)	(11.1		)	(31.8		)	(20.5		)
Cross currency swaps	(0.5		)	0.1			(0.4		)	0.2
Embedded derivatives	8.9			7.1			14.6			6.9
Total derivative instrument losses recognized in   realized investment gains (losses)	$	(6.3	)	$	(7.1	)	$	(20.3	)	$	(26.5	)

Offsetting Assets and Liabilities

	September 30, 2013
Offsetting of				Gross					Gross amounts not offset
Derivative Assets/Liabilities:	Gross			amounts		Net amounts			in the balance sheet
($ in millions)	amounts			offset in the		presented in the			Financial			Cash collateral
	recognized [1]			balance sheet		balance sheet			instruments			pledged [2]		Net amount
Total derivative assets	$	197.2		$	—	$	197.2		$	(82.8	)	$	—	$	114.4
Total derivative liabilities	$	(83.2	)	$	—	$	(83.2	)	$	82.8		$	0.4	$	—
	December 31, 2012
Offsetting of				Gross					Gross amounts not offset
Derivative Assets/Liabilities:	Gross			amounts		Net amounts			in the balance sheet
($ in millions)	amounts			offset in the		presented in the			Financial			Cash collateral
	recognized [1]			balance sheet		balance sheet			instruments			pledged [2]		Net amount
Total derivative assets	$	157.4		$	—	$	157.4		$	(45.7	)	$	—	$	111.7
Total derivative liabilities	$	(45.8	)	$	—	$	(45.8	)	$	45.7		$	0.1	$	—

———————

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

[2] Cash collateral pledged with derivative counterparties is recorded within other assets on the balance sheets. The Company pledges cash collateral to offset certain individual derivative liability positions with certain counterparties. Cash collateral of $8.8 million and $9.1 million as of September 30, 2013 and December 31, 2012, respectively, that exceeds the net liability resulting from the aggregate derivative positions with a corresponding counterparty is excluded.

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Deferred Policy Acquisition Costs (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Deferred Policy Acquisition Costs:
Policy acquisition costs deferred	$ 13.9		$ 18.0		$ 42.8		$ 56.2
Costs amortized to expenses:
Recurring costs	(32.4)		(5.5)		(107.9)		(103.4)
Assumption unlocking			(46.3)				(46.3)
Realized investment gains (losses)	(0.7)		(20.0)		(2.7)		(14.9)
Off Offsets to net unrealized investment gains or losses included in AOCI	5.0	[1]	(15.1)	[1]	66.0	[1]	(66.4)	[1]
Change in deferred policy acquisition costs	(14.2)		(68.9)		(1.8)		(174.8)
Deferred policy acquisition costs, beginning of period	914.6		1,013.3		902.2		1,119.2
Deferred policy acquisition costs, end of period	$ 900.4		$ 944.4		$ 900.4		$ 944.4

[1] An offset to DAC 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 DAC amortized using gross profits or gross margins would result.

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Reinsurance Narrative (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013 reinsurance_company	Dec. 31, 2012
Insurance [Abstract]
Reinsurance recoverable	$ 589.6	$ 583.6
Number of major reinsurance companies	5
Percentage of reinsurance recoverable account by five major reinsurance companies	64.00%

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Financing Activities Schedule of Long-term Debt Instruments (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012	Dec. 11, 2012
Debt Disclosure [Abstract]
7.15% surplus notes	$ 126.1	$ 126.1
7.45% senior unsecured bonds	252.7	252.7	252.7
Total indebtedness	$ 378.8	$ 378.8

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Sales Inducements (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Movement in Deferred Sales Inducements [Roll Forward]
Deferred asset, beginning of period	$ 73.1	$ 47.8	$ 61.4	$ 50.2
Sales inducements deferred	2.7	2.7	8.2	12.4
Amortization charged to income	(1.9)	(2.1)	(5.4)	(6.2)
Offsets to net unrealized investment gains or losses included in AOCI	0.2	10.2	9.9	2.2
Deferred asset, end of period	$ 74.1	$ 58.6	$ 74.1	$ 58.6

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Separate Accounts Death Benefits, Other Insurance Benefit Features and Embedded Product Derivatives Variable Annuity Embedded Derivative Liabilities (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Separate Accounts Death Benefits Other Insurance Benefit Features And Embedded Product Derivatives Details 4
GMWB	$ 0	$ 15.3
GMAB	4.2	14.6
COMBO	(0.4)	(0.3)
Total variable annuity embedded derivative liabilities	$ 3.8	$ 29.6

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Segment Information on Revenues (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Segment Reporting Information [Line Items]
Revenues	$ 432.2		$ 478.1		$ 1,247.6		$ 1,350.5
Interest revenue	0.1		0.2		0.3		0.5
Commission revenue	2.2		2.8		7.0		8.8
Operating Segments | Life and Annuity
Segment Reporting Information [Line Items]
Revenues	428.0	[1]	474.8	[1]	1,235.9	[1]	1,342.7	[1]
Operating Segments | Saybrus Partners
Segment Reporting Information [Line Items]
Revenues	6.3	[2]	5.9	[2]	18.4	[2]	16.1	[2]
Intersegment Eliminations
Segment Reporting Information [Line Items]
Revenues	$ 2.1	[3]	$ 2.6	[3]	$ 6.7	[3]	$ 8.3	[3]

[1] Includes intercompany interest revenue of $0.1 million and $0.2 million for the three months ended September 30, 2013 and 2012 and $0.3 million and $0.5 million for the nine months ended September 30, 2013 and 2012.

[2] Includes intercompany commission revenue of $2.2 million and $2.8 million for the three months ended September 30, 2013 and 2012 and $7.0 million and $8.8 million for the nine months ended September 30, 2013 and 2012.

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

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Organization and Description of Business (Details)	9 Months Ended
	Sep. 30, 2013 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of business segments	2

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Demutualization and Closed Block (Tables)

9 Months Ended

Sep. 30, 2013

Insurance [Abstract]

Closed Block Assets And Liabilities

Closed Block Assets and Liabilities as of:	September 30, 2013			December 31, 2012
($ in millions)							Inception
Available-for-sale debt securities	$	5,856.8		$	6,221.5		$	4,773.1
Available-for-sale equity securities	16.9			11.4			—
Short-term investments	140.0			174.9			—
Limited partnerships and other investments	349.3			353.1			399.0
Policy loans	1,213.6			1,233.5			1,380.0
Fair value investments	37.9			30.8			—
Total closed block investments	7,614.5			8,025.2			6,552.1
Cash and cash equivalents	106.5			32.7			—
Accrued investment income	84.2			85.3			106.8
Receivables	44.5			53.1			35.2
Reinsurance recoverable	20.3			7.5			—
Deferred income taxes	251.3			217.6			389.4
Other closed block assets	17.5			31.7			6.2
Total closed block assets	8,138.8			8,453.1			7,089.7
Policy liabilities and accruals	8,283.1			8,421.7			8,301.7
Policyholder dividends payable	213.7			223.8			325.1
Policy dividend obligation	532.6			779.8			—
Other closed block liabilities	109.6			47.5			12.3
Total closed block liabilities	9,139.0			9,472.8			8,639.1
Excess of closed block liabilities over closed block assets [1]	1,000.2			1,019.7			$	1,549.4
Less: Excess of closed block assets over closed block liabilities   attributable to noncontrolling interests	(6.3		)	(5.4		)
Excess of closed block liabilities over closed block assets attributable to   The Phoenix Companies, Inc.	$	1,006.5		$	1,025.1

———————

[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

Closed Block Revenues and Expenses andChanges in	Three Months Ended						Nine Months Ended
Policyholder Dividend Obligations:	September 30,						September 30,
($ in millions)	2013			2012			2013			2012
Closed block revenues
Premiums	$	76.2		$	89.5		$	230.4		$	270.1
Net investment income	104.0			115.7			304.1			343.5
Net realized investment gains (losses)	8.0			7.5			9.7			9.4
Total revenues	188.2			212.7			544.2			623.0
Policy benefits, excluding policyholder dividends	111.1			120.1			389.7			364.8
Other operating expenses	1.4			1.3			4.0			3.6
Total benefits and expenses, excluding   policyholder dividends	112.5			121.4			393.7			368.4
Closed block contribution to income before dividends   and income taxes	75.7			91.3			150.5			254.6
Policyholder dividends	(66.2		)	(80.9		)	(121.8		)	(221.6		)
Closed block contribution to income before income taxes	9.5			10.4			28.7			33.0
Applicable income tax expense	3.3			3.6			10.0			11.5
Closed block contribution to income	6.2			6.8			18.7			21.5
Less: Closed block contribution to income attributable to   noncontrolling interests	(0.1		)	0.4			(0.3		)	0.4
Closed block contribution to income attributable to   The Phoenix Companies, Inc.	$	6.3		$	6.4		$	19.0		$	21.1

Closed Block Policyholder Dividend Obligation

Closed Block Policyholder Dividend Obligation as of:	September 30, 2013			December 31, 2012
($ in millions)
Policyholder dividend obligation
Policyholder dividends provided through earnings	$	121.8		$	294.5
Policyholder dividends provided through OCI	(247.9		)	168.0
Additions to (reductions of) policyholder dividend liabilities	(126.1		)	462.5
Policyholder dividends paid	(131.2		)	(211.4		)
Increase in policyholder dividend liabilities	(257.3		)	251.1
Policyholder dividend liabilities, beginning of period	1,003.6			752.5
Policyholder dividend liabilities, end of period	746.3			1,003.6
Policyholder dividends payable, end of period	(213.7		)	(223.8		)
Policyholder dividend obligation, end of period	$	532.6		$	779.8

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Separate Accounts Death Benefits, Other Insurance Benefit Features and Embedded Product Derivatives Narrative (Details) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Separate Accounts, Death Benefits, Other Insurance Benefit Features And Embedded Product Derivatives [Abstract]
Assets supporting fixed indexed annuities	$ 1,900,000,000		$ 1,900,000,000		$ 1,800,000,000
Decrease in separate account assets and liabilities					464,200,000
Fair value embedded derivatives	69,000,000		69,000,000		51,200,000
Embedded derivatives gains and (losses) recognized in earnings	$ 8,900,000	$ 7,100,000	$ 14,600,000	$ 6,900,000

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Common Stock and Stock Repurchase Program Narrative (Details) (USD $)	0 Months Ended
	Aug. 10, 2012	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2012	Sep. 20, 2012	Aug. 11, 2012
Class of Stock [Line Items]
Shares authorized (in shares)						50,000,000
Reverse stock split	0.05
Common stock par value (USD per share)	$ 0.01	$ 0.01	$ 0.01
Reverse stock split payable	$ 2,900,000
Number of shares held by individual (in shares)	100
Stock repurchase program authorized amount					25,000,000.0
Shares issued (in shares)		6,400,000
Shares issued to policyholders in exchange for their interests (in shares)		2,800,000
Shares issue to settle share-based compensation awards (in shares)		3,600,000
Shares outstanding (in shares)	116,000,000	5,700,000	5,700,000			5,800,000
Common shares of treasury stock (in shares)		700,000
Shares held in employee trust (in shares)		100,000
Common shares reserved (in shares)		400,000
Ownership percentage by noncontrolling interest		5.10%
Compensation costs		$ 1,900,000		$ 1,700,000
Stock Options
Class of Stock [Line Items]
Common shares reserved (in shares)		300,000
Restricted Stock Units (RSUs)
Class of Stock [Line Items]
Common shares reserved (in shares)		100,000

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Fair Value of Financial Instruments - Quantitative Estimates for Level 3 Assets (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		12 Months Ended
	Sep. 30, 2013		Dec. 31, 2012
Market Approach Valuation Technique | US Treasury and Government
Level 3 Assets:
Fair Value Inputs, Yield Rate	3.46%	[1]	3.20%	[1]
Market Approach Valuation Technique | State and political subdivision
Level 3 Assets:
Fair Value Inputs, Yield Rate	3.55%	[1]	2.94%	[1]
Market Approach Valuation Technique | Corporate
Level 3 Assets:
Fair Value Inputs, Yield Rate	3.34%	[1]	3.00%	[1]
Income Approach Valuation Technique | Other asset-backed
Level 3 Assets:
Fair Value Inputs, Yield Rate	2.35%	[1]	3.41%	[1]
Fair Value Inputs, Prepayment Rate	2.00%	[1]	2.00%	[1]
Fair Value Inputs, Probability of Default	2.53%	[1]	2.53%	[1]
Fair Value Inputs, Recovery Rate	10.00%	[1]	10.00%	[1]
Fair Value Inputs, Probability of Default, Term Two	0.37%	[1]	0.33%	[1]
Income Approach Valuation Technique | Fair Value Investments
Level 3 Assets:
Fair Value Inputs, Probability of Default	0.35%	[1]	0.24%	[1]
Fair Value Inputs, Recovery Rate	45.00%	[1]	45.00%	[1]
Income Approach Valuation Technique | Collateralized Loan Obligations
Level 3 Assets:
Fair Value Inputs, Prepayment Rate			20.00%	[1]
Fair Value Inputs, Probability of Default			2.55%	[1]
Fair Value Inputs, Recovery Rate			65.00%	[1]
Income Approach Valuation Technique | High Yield Bonds
Level 3 Assets:
Fair Value Inputs, Recovery Rate			35.00%	[1]
Income Approach Valuation Technique | Investment Grade Bonds
Level 3 Assets:
Fair Value Inputs, Recovery Rate			45.00%	[1]
Income Approach Valuation Technique | CDO/CLO
Level 3 Assets:
Fair Value Inputs, Reinvestment Rate			4.00%	[1]
Minimum | Market Approach Valuation Technique | US Treasury and Government
Level 3 Assets:
Fair Value Inputs, Yield Rate	1.08%	[1]	1.46%	[1]
Minimum | Market Approach Valuation Technique | State and political subdivision
Level 3 Assets:
Fair Value Inputs, Yield Rate	2.28%	[1]	1.94%	[1]
Minimum | Market Approach Valuation Technique | Corporate
Level 3 Assets:
Fair Value Inputs, Yield Rate	1.08%	[1]	1.36%	[1]
Minimum | Income Approach Valuation Technique | Other asset-backed
Level 3 Assets:
Fair Value Inputs, Yield Rate	0.80%	[1]	0.50%	[1]
Maximum | Market Approach Valuation Technique | US Treasury and Government
Level 3 Assets:
Fair Value Inputs, Yield Rate	5.40%	[1]	5.19%	[1]
Maximum | Market Approach Valuation Technique | State and political subdivision
Level 3 Assets:
Fair Value Inputs, Yield Rate	4.23%	[1]	3.53%	[1]
Maximum | Market Approach Valuation Technique | Corporate
Level 3 Assets:
Fair Value Inputs, Yield Rate	6.44%	[1]	7.82%	[1]
Maximum | Income Approach Valuation Technique | Other asset-backed
Level 3 Assets:
Fair Value Inputs, Yield Rate	4.42%	[1]	9.50%	[1]
Level 3 | US Treasury and Government
Level 3 Assets:
U.S. government and agency	$ 349.8	[1]	$ 286.1	[1]
Level 3 | State and political subdivision
Level 3 Assets:
State and political subdivision	108.0	[1]	107.4	[1]
Level 3 | Corporate
Level 3 Assets:
Corporate	2,922.9	[1]	2,888.9	[1]
Level 3 | Other asset-backed
Level 3 Assets:
Other asset-backed	48.3	[1]	43.5	[1]
Level 3 | CDO/CLO
Level 3 Assets:
Asset-Backed Securities, at Carrying Value			15.5	[1]
Level 3 | Fair value option investments
Level 3 Assets:
Other asset-backed	$ 5.2	[1]	$ 5.0	[1]

[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.

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Investing Activities Maturities of Debt Securities (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Available-for-sale Securities, Debt Maturities, Amortized Cost Basis, Fiscal Year Maturity [Abstract]
Due in one year or less	$ 239.8
Due after one year through five years	796.4
Due after five years through ten years	810.5
Due after ten years	6,374.5
CMBS/RMBS/ABS/CDO/CLO	3,001.6	[1]
Total	11,222.8		11,018.4
Available-for-sale Securities, Debt Maturities, Fair Value, Fiscal Year Maturity [Abstract]
Due in one year or less	246.4
Due after one year through five years	866.8
Due after five years through ten years	877.0
Due after ten years	6,653.2
CMBS/RMBS/ABS/CDO/CLO	3,069.8	[1]
Total	$ 11,713.2		$ 11,956.4

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

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Subsequent Events (Details) (USD $) In Millions, unless otherwise specified	0 Months Ended					12 Months Ended
	May 22, 2014 Phoenix Life Subsequent Event	Mar. 20, 2014 Phoenix Life Subsequent Event	Dec. 20, 2013 Phoenix Life Subsequent Event	Jan. 16, 2013 Bonds 7.45% Senior Unsecured Bonds	Dec. 31, 2001 Bonds 7.45% Senior Unsecured Bonds	Dec. 31, 2013 Bonds 7.45% Senior Unsecured Bonds Subsequent Event consent_solicitation	Feb. 20, 2014 Bonds 7.45% Senior Unsecured Bonds Subsequent Event
Subsequent Event [Line Items]
Consent Solicitations Of Bondholders						2
Stated interest rate					7.45%	7.45%
Consent solicitation, consents received as a percentage of outstanding principal amount				65.00%			72.00%
Dividends paid to Phoenix	$ 11.9	$ 14.6	$ 25.0

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Separate Accounts Death Benefits, Other Insurance Benefit Features and Embedded Product Derivatives Variable Annuity GMDB Benefits by Type (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2013		Dec. 31, 2012
Net Amount at Risk by Product and Guarantee [Line Items]
Account Value	$ 2,801.1		$ 2,820.6
Net Amount at Risk After Reinsurance	20.2		39.5
Average Attained Age of Annuitant	64 years	[1]	64 years	[1]
Less: General account value with GMDB	408.8		420.6
Subtotal separate account liabilities with GMDB	2,392.3		2,400.0
Separate account liabilities without GMDB	958.6		916.5
Total separate account liabilities	3,350.9		3,316.5
GMIB at end of period	401.5	[1]	416.8	[1]
GMDB return of premium
Net Amount at Risk by Product and Guarantee [Line Items]
Account Value	773.4		799.2
Net Amount at Risk After Reinsurance	2.6		6.4
Average Attained Age of Annuitant	63 years		62 years
GMDB step up
Net Amount at Risk by Product and Guarantee [Line Items]
Account Value	1,965.2		1,957.2
Net Amount at Risk After Reinsurance	11.9		25.6
Average Attained Age of Annuitant	63 years		63 years
GMDB earnings enhancement benefit (EEB)
Net Amount at Risk by Product and Guarantee [Line Items]
Account Value	35.8		37.5
Net Amount at Risk After Reinsurance	0.1		0.1
Average Attained Age of Annuitant	64 years		63 years
GMDB greater of annual step up and roll up
Net Amount at Risk by Product and Guarantee [Line Items]
Account Value	26.7		26.7
Net Amount at Risk After Reinsurance	$ 5.6		$ 7.4
Average Attained Age of Annuitant	67 years		67 years

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

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Fair Value of Financial Instruments - Corporates Carried on a Recurring Basis (Details) (Recurring, USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Fair Values of Corporates by Level and Sector:
Consumer	$ 2,519.1	$ 3,021.1
Energy	720.2	420.5
Financial services	2,360.7	2,219.2
Technical/communications	353.0	199.3
Transportation	270.9	228.6
Utilities	866.0	1,138.3
Other	535.3	443.0
Total corporates	7,625.2	7,670.0
Level 1
Fair Values of Corporates by Level and Sector:
Consumer	0	0
Energy	0	0
Financial services	0	0
Technical/communications	0	0
Transportation	0	0
Utilities	0	0
Other	0	0
Total corporates	0	0
Level 2
Fair Values of Corporates by Level and Sector:
Consumer	920.5	1,160.3
Energy	433.6	277.8
Financial services	1,491.4	1,456.5
Technical/communications	268.9	154.7
Transportation	90.9	72.6
Utilities	303.1	506.5
Other	226.9	229.3
Total corporates	3,735.3	3,857.7
Level 3
Fair Values of Corporates by Level and Sector:
Consumer	1,598.6	1,860.8
Energy	286.6	142.7
Financial services	869.3	762.7
Technical/communications	84.1	44.6
Transportation	180.0	156.0
Utilities	562.9	631.8
Other	308.4	213.7
Total corporates	$ 3,889.9	$ 3,812.3

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Derivative Instruments Narrative (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Cash and cash equivalents held at collateral by a third party related to derivative transactions	$ 9.2	$ 9.2

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Fair Value of Financial Instruments - Changes in Fair Value of Level 3 Financial Assets (Details) (Level 3, Fair Value, Measurements, Nonrecurring, USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
U.S. government and agency
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	$ 327.9	[1]	$ 322.9	[1]	$ 296.7	[1]	$ 336.2	[1]
Purchases	30.4	[1]	0.6	[1]	78.8	[1]	2.6	[1]
Sales	(7.9)	[1]	(2.3)	[1]	(11.7)	[1]	(13.9)	[1]
Transfers into Level 3	0	[1]	0	[1]	0	[1]	0	[1]
Transfers out of Level 3	0	[1]	0	[1]	0	[1]	0	[1]
Realized & unrealized gains (losses) included in income	0	[1],[2]	0.2	[1],[2]	0	[1],[3]	0.2	[1],[3]
Unrealized gains (losses) included in OCI	(0.6)	[1]	(0.8)	[1]	(14.0)	[1]	(4.5)	[1]
Balance, end of period	349.8	[1]	320.6	[1]	349.8	[1]	320.6	[1]
State and political subdivision
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	207.9		181.7		212.4		116.6
Purchases	36.2		10.2		59.5		40.5
Sales	(0.6)		(0.4)		(2.2)		(2.5)
Transfers into Level 3	0		0		0		22.2
Transfers out of Level 3	(3.3)		0		0		(8.3)
Realized & unrealized gains (losses) included in income	0	[2]	0	[2]	0	[3]	0	[3]
Unrealized gains (losses) included in OCI	(2.1)		1.4		(31.6)		24.4
Balance, end of period	238.1		192.9		238.1		192.9
Foreign government
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	15.5		52.9		45.8		51.8
Purchases	0		0		0		5.0
Sales	0		0		0		(0.1)
Transfers into Level 3	0		0		8.0		0
Transfers out of Level 3	0		0		(31.3)		0
Realized & unrealized gains (losses) included in income	0	[2]	0	[2]	0	[3]	0	[3]
Unrealized gains (losses) included in OCI	0.2		2.1		(6.8)		(1.7)
Balance, end of period	15.7		55.0		15.7		55.0
Corporate
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	3,841.8		3,702.2		3,812.3		3,501.5
Purchases	138.4		88.4		547.1		457.6
Sales	(28.7)		(10.2)		(60.3)		(65.8)
Transfers into Level 3	45.2		0		95.5		56.3
Transfers out of Level 3	(1.1)		(18.8)		(41.3)		(122.4)
Realized & unrealized gains (losses) included in income	(0.7)	[2]	0	[2]	(2.1)	[3]	(0.5)	[3]
Unrealized gains (losses) included in OCI	(105.0)		(28.4)		(461.3)		(93.5)
Balance, end of period	3,889.9		3,733.2		3,889.9		3,733.2
Commercial mortgage-backed (“CMBS”)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	116.3		99.2		89.7		100.6
Purchases	20.1		0		60.3		0
Sales	(6.6)		0		(9.8)		(8.2)
Transfers into Level 3	0		0		0		12.1
Transfers out of Level 3	0		0		(8.7)		(37.1)
Realized & unrealized gains (losses) included in income	0.8	[2]	0	[2]	(1.2)	[3]	(4.2)	[3]
Unrealized gains (losses) included in OCI	(0.9)		(25.5)		(0.6)		10.5
Balance, end of period	129.7		73.7		129.7		73.7
Residential mortgage-backed (“RMBS”)
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	634.1		857.5		709.3		944.2
Purchases	0.5		3.8		1.7		2.9
Sales	(30.4)		(9.1)		(72.1)		(94.6)
Transfers into Level 3	4.7		0		5.1		0
Transfers out of Level 3	0		0		0		0
Realized & unrealized gains (losses) included in income	(1.6)	[2]	(0.4)	[2]	(3.6)	[3]	(6.7)	[3]
Unrealized gains (losses) included in OCI	(18.6)		(19.0)		(51.7)		(13.0)
Balance, end of period	588.7		832.8		588.7		832.8
CDO/CLO
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	231.0		207.6		223.7		232.4
Purchases	16.3		0		61.4		9.9
Sales	(7.2)		(5.5)		(20.1)		(18.6)
Transfers into Level 3	0		0		0		0
Transfers out of Level 3	0		0		0		0
Realized & unrealized gains (losses) included in income	0	[2]	0.5	[2]	(0.4)	[3]	1.3	[3]
Unrealized gains (losses) included in OCI	(19.4)		13.9		(43.9)		(8.5)
Balance, end of period	220.7		216.5		220.7		216.5
Other asset-backed
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	285.1		297.5		309.9		335.5
Purchases	16.9		3.5		17.9		17.2
Sales	(28.0)		(5.9)		(21.4)		(26.4)
Transfers into Level 3	0		32.5		0		0.1
Transfers out of Level 3	(0.9)		0		(1.3)		(11.4)
Realized & unrealized gains (losses) included in income	(0.3)	[2]	(0.5)	[2]	(0.4)	[3]	(1.5)	[3]
Unrealized gains (losses) included in OCI	(4.3)		(6.1)		(36.2)		7.5
Balance, end of period	268.5		321.0		268.5		321.0
Debt Securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	5,659.6		5,721.5		5,699.8		5,618.8
Purchases	258.8		106.5		826.7		535.7
Sales	(109.4)		(33.4)		(197.6)		(230.1)
Transfers into Level 3	49.9		32.5		108.6		90.7
Transfers out of Level 3	(5.3)		(18.8)		(82.6)		(179.2)
Realized & unrealized gains (losses) included in income	(1.8)	[2]	(0.2)	[2]	(7.7)	[3]	(11.4)	[3]
Unrealized gains (losses) included in OCI	(150.7)		(62.4)		(646.1)		(78.8)
Balance, end of period	5,701.1		5,745.7		5,701.1		5,745.7
Available-for-sale Securities
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	35.6		36.0		32.7		29.4
Purchases	0.1		0		5.0		5.6
Sales	0		0		(2.3)		0
Transfers into Level 3	0		0		0		4.8
Transfers out of Level 3	0		0		0		0
Realized & unrealized gains (losses) included in income	0	[2]	(1.5)	[2]	0	[3]	(1.5)	[3]
Unrealized gains (losses) included in OCI	6.4		(5.2)		6.7		(9.0)
Balance, end of period	42.1		29.3		42.1		29.3
Short-term Investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	0		0		0		0
Purchases	0		0		0		0
Sales	0		0		0		0
Transfers into Level 3	0		0		0		0
Transfers out of Level 3	0		0		0		0
Realized & unrealized gains (losses) included in income	0	[2]	0	[2]	0	[3]	0	[3]
Unrealized gains (losses) included in OCI	0		0		0		0
Balance, end of period	0		0		0		0
Fair value option investments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	171.0		159.3		153.3		144.8
Purchases	6.5		1.8		25.8		26.3
Sales	(4.2)		(10.2)		(10.2)		(9.0)
Transfers into Level 3	0		0		1.3		0
Transfers out of Level 3	0		(1.4)		0		0
Realized & unrealized gains (losses) included in income	5.2	[2]	14.6	[2]	8.3	[3]	2.0	[3]
Unrealized gains (losses) included in OCI	0		0		0		0
Balance, end of period	178.5		164.1		178.5		164.1
Total assets
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance, beginning of period	5,866.2		5,916.8		5,885.8		5,793.0
Purchases	265.4		108.3		857.5		567.6
Sales	(113.6)		(43.6)		(210.1)		(239.1)
Transfers into Level 3	49.9		32.5		109.9		95.5
Transfers out of Level 3	(5.3)		(20.2)		(82.6)		(179.2)
Realized & unrealized gains (losses) included in income	3.4	[2]	12.9	[2]	0.6	[3]	(10.9)	[3]
Unrealized gains (losses) included in OCI	(144.3)		(67.6)		(639.4)		(87.8)
Balance, end of period	$ 5,921.7		$ 5,939.1		$ 5,921.7		$ 5,939.1

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

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

[3] Reflected in realized investment gains and losses for all assets except limited partnerships and other investments and fair value investments.

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Separate Accounts Death Benefits, Other Insurance Benefit Features and Embedded Product Derivatives Non-Insurance Guaranteed Product Features (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended		12 Months Ended
	Sep. 30, 2013		Dec. 31, 2012
Net Amount at Risk by Product and Guarantee [Line Items]
Account Value	$ 978.8		$ 977.5
Average Attained Age of Annuitant	64 years	[1]	64 years	[1]
GMWB
Net Amount at Risk by Product and Guarantee [Line Items]
Account Value	582.9		578.4
Average Attained Age of Annuitant	64 years		63 years
GMAB
Net Amount at Risk by Product and Guarantee [Line Items]
Account Value	388.5		390.6
Average Attained Age of Annuitant	58 years		58 years
COMBO
Net Amount at Risk by Product and Guarantee [Line Items]
Account Value	$ 7.4		$ 8.5
Average Attained Age of Annuitant	62 years		62 years

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

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Financing Activities Narrative (Details) (USD $)						0 Months Ended	1 Months Ended		9 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Dec. 11, 2012	Sep. 30, 2013 Surplus Notes 7.15% Surplus Notes [Member]	Sep. 21, 2012 Surplus Notes 7.15% Surplus Notes [Member]	Nov. 30, 2012 Bonds 7.45% Senior Unsecured Bonds	Mar. 31, 2013 Bonds 7.45% Senior Unsecured Bonds	Dec. 31, 2001 Bonds 7.45% Senior Unsecured Bonds	Sep. 30, 2013 Bonds 7.45% Senior Unsecured Bonds	Jan. 16, 2013 Bonds 7.45% Senior Unsecured Bonds
Debt Instrument [Line Items]
Stated interest rate				7.15%	7.15%			7.45%
Unamortized discount				$ 600,000	$ 200,000
Repurchased face amount					48,300,000				0
Cumulative amount of bonds repurchased	47,300,000				36,200,000
Proceeds from issuance of debt, gross								300,000,000
Proceeds from issuance of debt, net								290,600,000
Redemption price percentage									100.00%
Extinguishment of Debt, Amount							31,400,000
Debt Instrument, Covenant Compliance, Period to File Reports With Trustee									15 days
Debt Instrument, Covenants, Non-Compliance Cure Period						60 days
Debt Instrument, Consent Solicitation, Debt Face Amount										166,300,000
Consent solicitation, consents received as a percentage of outstanding principal amount										65.00%
7.45% senior unsecured bonds	252,700,000	252,700,000	252,700,000
Future minimum annual payments on indebtedness in 2032	252,700,000
Future minimum annual payments on debt in 2034	$ 126,700,000

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Earnings Per Share

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Earnings Per Share

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,
	2013	2012	2013	2012
Weighted-average common shares outstanding	5,742	5,749	5,742	5,792
Weighted-average effect of dilutive potential common shares:
Restricted stock units	17	77	31	76
Employee stock options	2	2	2	—
Potential common shares	19	79	33	76
Less: Potential common shares excluded from   calculation due to net losses	19	79	33	76
Dilutive potential common shares	—	—	—	—
Weighted-average common shares outstanding,   includingdilutive potential common shares	5,742	5,749	5,742	5,792

———————

[1] All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012. See Note 9 to these financial statements for additional information on the reverse stock split.

As a result of the net loss from continuing operations for the three and nine months ended September 30, 2013 and 2012, we are required to use basic weighted-average common shares outstanding in the calculation of diluted earnings per share for those periods, since the inclusion of shares of restricted stock units and options would have been anti-dilutive to the earnings per share calculation.

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, have been adjusted to reflect the 1-for-20 reverse stock split.

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Closed Block Assets and Liabilities (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012		Jun. 25, 2011
Closed Block Assets And Liabilities
Available-for-sale debt securities	$ 5,856.8		$ 6,221.5		$ 4,773.1
Available-for-sale equity securities	16.9		11.4		0
Short-term investments	140.0		174.9		0
Limited partnerships and other investments	349.3		353.1		399.0
Policy loans	1,213.6		1,233.5		1,380.0
Fair value investments	37.9		30.8		0
Total closed block investments	7,614.5		8,025.2		6,552.1
Cash and cash equivalents	106.5		32.7		0
Accrued investment income	84.2		85.3		106.8
Receivables	44.5		53.1		35.2
Reinsurance recoverable	20.3		7.5		0
Deferred income taxes	251.3		217.6		389.4
Other closed block assets	17.5		31.7		6.2
Total closed block assets	8,138.8		8,453.1		7,089.7
Policy liabilities and accruals	8,283.1		8,421.7		8,301.7
Policyholder dividends payable	213.7		223.8		325.1
Policy dividend obligation	532.6		779.8		0
Other closed block liabilities	109.6		47.5		12.3
Total closed block liabilities	9,139.0		9,472.8		8,639.1
Excess of closed block liabilities over closed block assets	1,000.2	[1]	1,019.7	[1]	1,549.4	[1]
Less: Excess of closed block assets over closed block liabilities attributable to noncontrolling interests	(6.3)		(5.4)
Excess of closed block liabilities over closed block assets attributable to The Phoenix Companies, Inc.	$ 1,006.5		$ 1,025.1

[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.

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Employee Benefit Plans and Employment Agreements (Tables)

9 Months Ended

Sep. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Components of Pension Benefit Costs

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,
	2013			2012			2013			2012
Service cost	$	0.5		$	0.2		$	1.5		$	0.7
Interest cost	8.2			8.7			24.6			26.1
Expected return on plan assets	(9.0		)	(8.6		)	(27.0		)	(25.7		)
Net loss amortization	2.9			2.6			8.7			7.8
Pension benefit cost	$	2.6		$	2.9		$	7.8		$	8.9

Components of Other Postretirement Benefit Costs

Components of Other Post-employment Benefit Costs:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Service cost	$	—		$	0.1		$	—		$	0.2
Interest cost	0.3			0.5			0.9			1.4
Net gain amortization	—			—			—			(0.1		)
Prior service cost amortization	(0.3		)	(0.4		)	(0.9		)	(1.2		)
Other post-employment benefit cost	$	—		$	0.2		$	—		$	0.3

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Separate Accounts Death Benefits, Other Insurance Benefit Features and Embedded Product Derivatives Changes in Guaranteed Liability Balances (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Variable Annuity GMDB
Movement in Guaranteed Benefit Liability, Gross [Roll Forward]
Liability balance, beginning of the period	$ 15.9	$ 16.4
Incurred	1.9	0.6
Paid	(3.3)	(1.1)
Change due to net unrealized gains or losses included in AOCI	0	0
Assumption unlocking	0	0
Liability balance, end of the period	14.5	15.9
Variable Annuity GMIB
Movement in Guaranteed Benefit Liability, Gross [Roll Forward]
Liability balance, beginning of the period	21.7	17.6
Incurred	(2.4)	4.0
Paid	0	0
Change due to net unrealized gains or losses included in AOCI	(0.1)	0.3
Assumption unlocking	0	(0.2)
Liability balance, end of the period	19.2	21.7
Fixed Indexed Annuity GMWB & GMDB
Movement in Guaranteed Benefit Liability, Gross [Roll Forward]
Liability balance, beginning of the period	103.6	5.6
Incurred	44.9	40.1
Paid	(0.2)	0
Change due to net unrealized gains or losses included in AOCI	(47.7)	57.9
Assumption unlocking	0	0
Liability balance, end of the period	100.6	103.6
Universal Life
Movement in Guaranteed Benefit Liability, Gross [Roll Forward]
Liability balance, beginning of the period	137.7	118.5
Incurred	35.0	30.8
Paid	(11.8)	(9.5)
Change due to net unrealized gains or losses included in AOCI	(1.9)	2.4
Assumption unlocking	0	(4.5)
Liability balance, end of the period	$ 159.0	$ 137.7

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Components of Pension Benefit Costs (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Compensation and Retirement Disclosure [Abstract]
Service cost	$ 0.5	$ 0.2	$ 1.5	$ 0.7
Interest cost	8.2	8.7	24.6	26.1
Expected return on plan assets	(9.0)	(8.6)	(27.0)	(25.7)
Net loss amortization	2.9	2.6	8.7	7.8
Pension benefit cost	$ 2.6	$ 2.9	$ 7.8	$ 8.9

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Financing Activities (Tables)

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

Indebtedness at Carrying Value:	September 30, 2013		December 31, 2012
($ in millions)
7.15% surplus notes	$	126.1	$	126.1
7.45% senior unsecured bonds	252.7		252.7
Total indebtedness	$	378.8	$	378.8

Interest Expense on Indebtedness, including Amortization of Debt Issuance Costs

Interest Expense on Indebtedness, including	Three Months Ended				Nine Months Ended
Amortization of Debt Issuance Costs:	September 30,				September 30,
($ in millions)	2013		2012		2013		2012
7.15% surplus notes	$	2.3	$	3.1	$	6.9	$	9.4
7.45% senior unsecured bonds	4.8		4.8		15.0		14.3
Interest expense on indebtedness	$	7.1	$	7.9	$	21.9	$	23.7

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Demutualization and Closed Block Closed Block Policyholder Dividend Obligation (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Policyholder dividend obligation
Policyholder dividends provided through earnings	$ 121.8	$ 294.5
Policyholder dividends provided through OCI	(247.9)	168.0
Additions to (reductions of) policyholder dividend liabilities	(126.1)	462.5
Policyholder dividends paid	(131.2)	(211.4)
Increase in policyholder dividend liabilities	(257.3)	251.1
Policyholder dividend liabilities, beginning of period	1,003.6	752.5
Policyholder dividend liabilities, end of period	746.3	1,003.6
Policyholder dividends payable, end of period	(213.7)	(223.8)
Policyholder dividend obligation, end of period	$ 532.6	$ 779.8

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Carrying Value of Assets and Liabilities for Consolidated Variable Interest Entities (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Variable Interest Entity [Line Items]
Unfunded commitments related to VIEs	$ 0		$ 4.1
Liabilities
Variable Interest Entity [Line Items]
Debt securities, at fair value	0	[1]	0	[1]
Equity securities, at fair value	0	[1]	0	[1]
Cash and cash equivalents	0		0
Investment in partnership interests	0		0
Investment in single asset LLCs	0		0
Other assets	0		0
Total assets of consolidated VIEs	0		0
Total liabilities of consolidated VIEs	6.2		5.1
Maximum Exposure of Loss
Variable Interest Entity [Line Items]
Debt securities, at fair value	5.5	[1],[2]	3.4	[1],[2]
Equity securities, at fair value	22.5	[1],[2]	19.2	[1],[2]
Cash and cash equivalents	11.4	[2]	10.2	[2]
Investment in partnership interests	10.4	[2]	11.0	[2]
Investment in single asset LLCs	9.8	[2]	5.4	[2]
Other assets	0.4	[2]	5.5	[2]
Total assets of consolidated VIEs	60.0	[2]	54.7	[2]
Total liabilities of consolidated VIEs	6.0	[2]	5.1	[2]
Assets
Variable Interest Entity [Line Items]
Debt securities, at fair value	5.8	[1]	3.6	[1]
Equity securities, at fair value	27.2	[1]	23.4	[1]
Cash and cash equivalents	11.6		10.2
Investment in partnership interests	10.4		11.0
Investment in single asset LLCs	15.7		6.8
Other assets	0.5		5.5
Total assets of consolidated VIEs	71.2		60.5
Total liabilities of consolidated VIEs	$ 0		$ 0

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

[2] Creditors or beneficial interest holders of the consolidated VIEs have no recourse to our general credit. Our obligation to the VIEs is limited to the amount of our committed investment. We have not provided material financial or other support that was not contractually required to these VIEs. The maximum exposure to loss above at September 30, 2013 and December 31, 2012 excludes unfunded commitments of $0 and $4.1 million, respectively.

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Investing Activities Other-than-temporary impairments Narrative (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Investments, Debt and Equity Securities [Abstract]
Total debt impairments recognized	$ 2.1	$ 7.1	$ 7.2	$ 17.5
Equity security OTTIs	0	0	0	1.5
Limited partnerships and other investment OTTIs	0	0	0.3	0.3
Amount of impairments recognized as adjustment to other comprehensive loss	$ (0.4)	$ (0.2)	$ (4.6)	$ 11.3

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Basis of Presentation and Significant Accounting Policies (Details) (Restatement Adjustment, USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Restatement Adjustment
Income related to out of period adjustments	$ 0	$ 2.4

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Organization and Description of Business

9 Months Ended

Sep. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Organization and Description of Business

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

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

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Investing Activities Credit Losses Recognized in Earnings on Debt Securities for which a Portion of the OTTI Loss was Recognized in OCI (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Credit Losses Recognized in Earnings on Debt Securities for which a Portion of the OTTI Loss was Recognized in OCI: ($ in millions)
Balance, beginning of period	$ (72.5)		$ (78.8)		$ (72.6)		$ (79.1)
Add: Credit losses on securities not previously impaired	(0.7)	[1]	(1.5)	[1]	(0.7)	[1]	(3.8)	[1]
Add: Credit losses on securities previously impaired	(0.2)	[1]	(5.6)	[1]	(3.6)	[1]	(11.8)	[1]
Less: Credit losses on securities impaired due to intent to sell	0		0		0		0
Less: Credit losses on securities sold	2.9		5.3		6.4		14.1
Less: Increases in cash flows expected on previously impaired securities	0		0		0		0
Balance, end of period	$ (70.5)		$ (80.6)		$ (70.5)		$ (80.6)

[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 income and comprehensive income.

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Share-Based Payments (Tables)

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan

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,
	2013			2012			2013			2012
Compensation cost charged to income from   continuing operations	$	0.2		$	0.7		$	2.7		$	2.7
Income tax expense (benefit) before valuation allowance	$	(0.1	)	$	(0.2	)	$	(0.9	)	$	(0.9	)

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Other Commitments

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Other Commitments

Other Commitments

We have an agreement with HP Enterprise Services related to the management of our infrastructure services which expires in 2015. The remaining commitments total $32.2 million: $3.7 million in the fourth quarter of 2013, $14.2 million in 2014 and $14.3 million in 2015.

As part of its normal investment activities, the Company enters into agreements to fund limited partnerships that make debt and equity investments. As of September 30, 2013, the Company had unfunded commitments of $231.3 million under such agreements, of which $17.7 million is expected to be funded by December 31, 2013.

In addition, the Company enters into agreements to purchase private placement investments. At September 30, 2013, the Company had open commitments of $160.9 million under such agreements which are expected to be fully funded by August 31, 2014.

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Contingent Liabilities

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Contingent Liabilities

Contingent Liabilities

Litigation and arbitration

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

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

SEC Cease-and-Desist Order

On February 12, 2014, Phoenix and PHL Variable submitted an Offer of Settlement with the Securities and Exchange Commission (the “SEC”) pursuant to which Phoenix and PHL Variable 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 “March 2014 Order”). The March 2014 Order was approved by the SEC on March 21, 2014. Pursuant to the March 2014 Order, Phoenix and PHL Variable 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. Phoenix and PHL Variable each paid a civil monetary penalty in the amount of $375,000 to the U.S. Treasury following the entry of the March 2014 Order.

Phoenix filed the 2012 Form 10-K a day after the date required by the March 2014 Order, filed its third quarter 2012 Form 10-Q eight days after the date required by the March 2014 Order, and announced on June 3, 2014 that it would not file its 2013 Annual Report on Form 10-K by the date required by the March 2014 Order. PHL Variable filed its 2012 Form 10-K ten days after the date required by the March 2014 Order and announced on June 3, 2014 that it would not file its 2013 Annual Report on Form 10-K by the date required by the March 2014 Order. PHL Variable filed its third quarter 2012 Form 10-Q in compliance with the March 2014 Order.

On July 16, 2014, Phoenix and PHL Variable submitted an Amended Offer of Settlement with the SEC (the “Amended Offer”) pursuant to which Phoenix and PHL Variable consented to the issuance of the form of an Order Amending 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 “Amended Order”). Except as amended by the Amended Order, which was approved by the SEC on August 1, 2014, the March 2014 Order remains in effect. Phoenix and PHL Variable each paid a civil monetary penalty in the amount of $100,000 to the U.S. Treasury following the entry of the Amended Order, and will be required to pay the following additional monetary penalties with respect to a future late filing of any Phoenix or PHL Variable periodic report covered by the Amended Order: $20,000 per filing for the first week in which a filing is delinquent, plus, for each week or partial week thereafter an additional amount equal to the sum of a) $20,000 and b) $5,000 multiplied by the number of complete weeks that the filing has been delinquent before the week in which the late filing is made.

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

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

As of the date of filing of this Form 10-Q, Phoenix believes it will become a timely filer with the filing of its Annual Report on Form 10-K for the year ending December 31, 2014. Phoenix filed its Annual Report on Form10-K for the year ended December 31, 2013 on August 6, 2014 with the SEC in compliance with the Amended Order. This Form 10-Q is being filed in compliance with the Amended Order.

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

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

As of the date of filing of this Form 10-Q, PHL Variable believes it will become a timely filer with the filing of its Annual Report on Form 10-K for the year ending December 31, 2014. PHL Variable filed its Annual Report on Form 10-K for the year ended December 31, 2013 with the SEC on August 22, 2014 in compliance with the Amended Order.

Cases Brought by Policy Investors

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

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

Cost of Insurance Cases

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. By subsequent order dated August 26, 2013, the court decertified one of the cases. The complaint in the Fleisher Litigation, filed on November 18, 2011, challenges 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 class certified in the court’s July 12, 2013 order, as limited by the court’s August 26, 2013 order, is limited to holders of Phoenix Life policies issued in New York and subject to New York law. By order dated April 29, 2014, the court denied Martin Fleisher’s motion for summary judgment in the Fleisher Litigation in its entirety, while granting in part and denying in part Phoenix Life’s motion for summary judgment.

Phoenix Life’s subsidiary, PHL Variable, 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 PHL Variable by (1) Tiger Capital LLC (C.A. No. 1:12-cv- 02939-CM-JCF; U.S. Dist. Ct; S.D.N.Y., complaint filed on March 14, 2012; the “Tiger Capital Litigation”) 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 which was coordinated by the court has concluded. By orders in both U.S. Bank N.Y. Litigations dated May 23, 2014, the court denied U.S. Bank’s motions for summary judgment in their entirety, while granting in part and denying in part PHL Variable’s motions for summary judgment. U.S. Bank moved for reconsideration of the court’s summary judgment decisions in the U.S. Bank N.Y. Litigations, which the court denied by orders dated June 4, 2014. By order in the Tiger Capital Litigation dated July 23, 2014, the court denied Tiger Capital’s motion for summary judgment in its entirety, while granting in part and denying in part PHL Variable’s motion for summary judgment. The Delaware Litigation is proceeding separately and by order dated April 22, 2014 was transferred to the U.S. District Court for the District of Connecticut and assigned a new docket number (C.A. No. 3:14-cv-0555-WWE). The plaintiffs seek damages and attorneys’ fees for breach of contract and other common law and statutory claims.

Complaints to state insurance departments regarding PHL Variable’s COI rate adjustments have also prompted regulatory inquiries or investigations in several states, with two of such states (California and Wisconsin) issuing letters directing PHL Variable to take remedial action in response to complaints by a single policyholder. PHL Variable disagrees with both states’ positions and, on April 30, 2013, Wisconsin commenced an administrative hearing to obtain a formal ruling on its position, which is pending. (OCI Case No. 13- C35362).

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

Regulatory matters

State regulatory bodies, the SEC, the Financial Industry Regulatory Authority (“FINRA”), the IRS and other regulatory bodies regularly make inquiries of us and, from time to time, conduct examinations or investigations concerning our compliance with laws and regulations related to, among other things, our insurance and broker-dealer subsidiaries, securities offerings and registered products. We endeavor to respond to such inquiries in an appropriate way and to take corrective action if warranted. Further, the Company is providing to the SEC certain information and documentation regarding the Restatement 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 NYDFS conducted its routine quinquennial financial and market conduct examination covering the period ended December 31, 2012 of Phoenix Life. The Connecticut Insurance Department conducted its routine financial examination of PHL Variable and two other Connecticut-domiciled insurance subsidiaries. The NYDFS issued the financial examination portion of its report for Phoenix Life on June 26, 2014. The Connecticut Insurance Department released its financial examination report for PHL Variable on May 28, 2014. We expect to receive final market conduct examination reports in 2014.

Unclaimed Property 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. The audits are in process.

Discontinued Reinsurance Operations

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

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

Phoenix Life expects reserves and reinsurance to cover the run-off of the business; however, unfavorable or favorable claims and/or reinsurance recovery experience are reasonably possible and could result in our recognition of additional losses or gains in future years. Management believes, based on current information and after consideration of the provisions made in these 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 $40.6 million and $45.3 million as of September 30, 2013 and December 31, 2012, 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 $0.8 million and $0.7 million as of September 30, 2013 and December 31 2012, respectively.

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Share-Based Payments - Expense (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Compensation cost charged to income from continuing operations	$ 0.2	$ 0.7	$ 2.7	$ 2.7
Income tax expense (benefit) before valuation allowance	$ 0.1	$ 0.2	$ 0.9	$ 0.9

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Fair Value and Cost of Securities (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
Total	$ 11,222.8		$ 11,018.4
Gross Unrealized Gains	684.0	[1]	1,079.0	[1]
Gross Unrealized Losses	(193.6)	[1]	(141.0)	[1]
Available-for-sale debt securities, at fair value	11,713.2		11,956.4
OTTI Recognized in AOCI	(57.3)	[2]	(65.7)	[2]
Amortized Cost, amounts applicable to the closed block debt security	5,502.8		5,614.8
Gross unrealized gain, amounts applicable to closed block debt security	420.8	[1]	644.9	[1]
Gross unrealized losses, amounts applicable to the closed block debt security	(66.8)	[1]	(38.2)	[1]
Fair value, amounts applicable to the closed block debt security	5,856.8		6,221.5
OTTI recognized in AOCI, amounts applicable to the closed block debt security	(16.6)	[2]	(19.9)	[2]
Available-for-sale equity securities, Amortized Cost	26.9		27.5
Available-for-sale equity securities, Gross Unrealized Gains	19.4	[1]	9.7	[1]
Available-for-sale equity securities, Gross Unrealized Losses	(1.1)	[1]	(2.4)	[1]
Available-for-sale equity securities, at fair value (cost of $26.9 and $27.5)	45.2		34.8
Available-for-sale equity securities, OTTI Recognized in AOCI	0	[2]	0	[2]
Amounts applicable to the closed block equity security, Amortized Cost	10.6		10.9
Amounts applicable to the closed block equity security, Gross Unrealized Gains	6.8	[1]	1.8	[1]
Amounts applicable to the closed block equity security, Gross Unrealized Losses	(0.5)	[1]	(1.3)	[1]
Amounts applicable to the closed block equity security, Fair Value	16.9		11.4
Amounts applicable to the closed block equity security, OTTI Recognized in AOCI	0	[2]	0	[2]
U.S. government and agency
Schedule of Available-for-sale Securities [Line Items]
Total	404.0		355.9
Gross Unrealized Gains	45.6	[1]	58.5	[1]
Gross Unrealized Losses	(3.8)	[1]	(2.5)	[1]
Available-for-sale debt securities, at fair value	445.8		411.9
OTTI Recognized in AOCI	0	[2]	0	[2]
State and political subdivision
Schedule of Available-for-sale Securities [Line Items]
Total	364.5		321.5
Gross Unrealized Gains	21.9	[1]	37.8	[1]
Gross Unrealized Losses	(8.8)	[1]	(2.1)	[1]
Available-for-sale debt securities, at fair value	377.6		357.2
OTTI Recognized in AOCI	(1.2)	[2]	(1.1)	[2]
Foreign government
Schedule of Available-for-sale Securities [Line Items]
Total	177.1		167.5
Gross Unrealized Gains	18.0	[1]	36.8	[1]
Gross Unrealized Losses	(0.3)	[1]	0	[1]
Available-for-sale debt securities, at fair value	194.8		204.3
OTTI Recognized in AOCI	0	[2]	0	[2]
Corporate
Schedule of Available-for-sale Securities [Line Items]
Total	7,275.6		6,996.4
Gross Unrealized Gains	482.0	[1]	745.7	[1]
Gross Unrealized Losses	(132.4)	[1]	(72.1)	[1]
Available-for-sale debt securities, at fair value	7,625.2		7,670.0
OTTI Recognized in AOCI	(8.4)	[2]	(8.3)	[2]
Commercial mortgage-backed (“CMBS”)
Schedule of Available-for-sale Securities [Line Items]
Total	719.3		817.2
Gross Unrealized Gains	39.2	[1]	72.9	[1]
Gross Unrealized Losses	(3.7)	[1]	(7.9)	[1]
Available-for-sale debt securities, at fair value	754.8		882.2
OTTI Recognized in AOCI	(4.2)	[2]	(6.2)	[2]
Residential mortgage-backed (“RMBS”)
Schedule of Available-for-sale Securities [Line Items]
Total	1,717.6		1,698.2
Gross Unrealized Gains	55.2	[1]	94.3	[1]
Gross Unrealized Losses	(27.9)	[1]	(20.8)	[1]
Available-for-sale debt securities, at fair value	1,744.9		1,771.7
OTTI Recognized in AOCI	(26.4)	[2]	(30.6)	[2]
CDO/CLO
Schedule of Available-for-sale Securities [Line Items]
Total	220.7		240.5
Gross Unrealized Gains	5.5	[1]	6.4	[1]
Gross Unrealized Losses	(5.5)	[1]	(23.2)	[1]
Available-for-sale debt securities, at fair value	220.7		223.7
OTTI Recognized in AOCI	(15.3)	[2]	(18.1)	[2]
Other asset-backed
Schedule of Available-for-sale Securities [Line Items]
Total	344.0		421.2
Gross Unrealized Gains	16.6	[1]	26.6	[1]
Gross Unrealized Losses	(11.2)	[1]	(12.4)	[1]
Available-for-sale debt securities, at fair value	349.4		435.4
OTTI Recognized in AOCI	$ (1.8)	[2]	$ (1.4)	[2]

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

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

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2013

Earnings Per Share [Abstract]

Shares Used in Calculation of Basic and Diluted

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,
	2013	2012	2013	2012
Weighted-average common shares outstanding	5,742	5,749	5,742	5,792
Weighted-average effect of dilutive potential common shares:
Restricted stock units	17	77	31	76
Employee stock options	2	2	2	—
Potential common shares	19	79	33	76
Less: Potential common shares excluded from   calculation due to net losses	19	79	33	76
Dilutive potential common shares	—	—	—	—
Weighted-average common shares outstanding,   includingdilutive potential common shares	5,742	5,749	5,742	5,792

———————

[1] All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012. See Note 9 to these financial statements for additional information on the reverse stock split.

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Subsequent Events

9 Months Ended

Sep. 30, 2013

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Management and Organizational Changes

On April 23, 2014, we announced the retirement of Mr. Gordon J. Davis, from the Board, effective Thursday, May 22, 2014, in keeping with the Board’s retirement guidelines.

On May 28, 2014, we announced the appointment of Westley V. Thompson to the Board, effective September 1, 2014, to fill the vacancy resulting from the retirement of Mr. Davis.

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

Bond Consent Solicitations

Prior to December 31, 2013, we successfully completed two consent solicitations 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 a related waiver to extend the due dates for providing certain of our delayed SEC reports to the bond trustee (“Trustee”).

On January 23, 2014, we commenced a 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 Quarterly Report on Form 10-Q for the third quarter of 2012 (the “Third Quarter 2012 Form 10-Q”), the 2012 Form 10-K, our Quarterly Reports on Form 10-Q for the first, second and third quarters of 2013 (the “2013 Forms 10-Q”), this 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.

Dividends

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.

On May 22, 2014, Phoenix Life paid a $11.9 million dividend to Phoenix.

Late Filings

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.

On May 12, 2014, we filed a Notification of Late Filing on Form 12b-25 with the SEC disclosing that we would be unable to timely file our Quarterly Report on Form 10-Q for the period ending March 31, 2014 with the SEC.

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

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.

NYSE Actions

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. The Company believes that the filing of the 2013 Form 10-K within six months from the filing due date satisfies the NYSE requirement to file an Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

Rating Agency Actions

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 May 20, 2014, Standard & Poor’s Rating Services placed its ‘B-‘, long-term counterparty credit rating on Phoenix and its ‘BB-‘ long-term counterparty credit and financial strength ratings on Phoenix Life and PHL Variable on CreditWatch with negative implications.

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

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

See Note 21 to these financial statements for additional information regarding the SEC Cease-and-Desist Order, as amended.

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Basis of Presentation and Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Basis of presentation

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

Certain prior year amounts have been reclassified to conform to the current year presentation. These financial statements include all adjustments (consisting primarily of accruals) considered necessary for the fair statement of the consolidated balance sheet, consolidated statements of income and comprehensive income, consolidated statements of cash flows and consolidated statements of changes in stockholders’ equity for the interim periods. Certain financial information that is not required for interim reporting has been omitted. Financial results for the three months and nine months ended September 30, 2013 are not necessarily indicative of full year results. Results for the quarter ended and nine months ended September 30, 2013 include $0 and $2.4 million, respectively, of income related to out-of-period adjustments. Such amounts are not material to any period presented. These financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2012 contained in the 2012 Form 10-K.

Use of Estimates

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 estimated gross profits (“EGPs”) and estimated gross margins (“EGMs”) used in the valuation and amortization of assets and liabilities associated with universal life and annuity contracts; policyholder liabilities and accruals; valuation of investments in debt and equity securities: limited partnerships and other investments; valuation of deferred tax assets; pension and other post-employment benefits liabilities; and accruals for contingent liabilities. Actual results could differ from these estimates.

Adoption of new accounting standards and Accounting standards not yet adopted

Adoption of new accounting standards

Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board (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 was effective for the first interim or annual reporting period beginning after December 15, 2012 and should be applied prospectively. See Note 14 to these financial statements for the disclosures required by this guidance.

Disclosures about Offsetting Assets and Liabilities

In December 2011 and January 2013, 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. 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 balance sheets and instruments and transactions subject to an agreement similar to a master netting arrangement. This guidance was effective for periods beginning on or after January 1, 2013, with respective disclosures required retrospectively for all comparative periods presented. See Note 11 to these financial statements for the disclosures required by this guidance.

Definition of a Business Entity

In December 2013, the FASB issued updated guidance establishing a single definition of a public entity for use in financial accounting and reporting guidance. This new guidance is effective for all current and future reporting periods and did not have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Accounting standards not yet adopted

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

In June 2013, the FASB issued updated guidance clarifying the characteristics of an investment company and requiring new disclosures. Under the guidance, all entities regulated under the Investment Company Act of 1940 automatically qualify as investment companies, while all other entities need to consider both the fundamental and typical characteristics of an investment company in determining whether they qualify as investment companies. This new guidance is effective for interim or annual reporting periods that begin after December 15, 2013 and should be applied prospectively. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

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

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

Accounting for Troubled Debt Restructurings by Creditors

In January 2014, the FASB issued updated guidance for troubled debt restructurings clarifying when an in substance repossession or foreclosure occurs, and when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The new guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2014. This guidance can be elected for prospective adoption or by using a modified retrospective transition method. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Accounting for Investments in Qualified Affordable Housing Projects

In January 2014, the FASB issued updated guidance regarding investments in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. Under the guidance, an entity is permitted to make an accounting policy election to amortize the initial cost of its investment in proportion to the tax credits and other tax benefits received and recognize the net investment performance in the statement of operations as a component of income tax expense (benefit) if certain conditions are met. The new guidance is effective for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014, and should be applied retrospectively to all periods presented. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

In April 2014, the FASB issued updated guidance that changes the criteria for reporting discontinued operations and introduces new disclosures. The new guidance is effective prospectively to new disposals and new classifications of disposal groups as held for sale that occur within annual periods beginning on or after December 15, 2014 and interim periods within those annual periods. Early adoption is permitted for new disposals or new classifications as held for sale that have not been reported in financial statements previously issued. The Company will apply the guidance to new disposals and operations newly classified as held for sale, beginning first quarter of 2015, with no effect on existing reported discontinued operations. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

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

In July 2013, the FASB issued updated guidance regarding the presentation of unrecognized tax benefits when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. This new guidance is effective for interim or annual reporting periods that begin after December 15, 2013, and should be applied prospectively, with early application permitted. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

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Unaudited Consolidated Statements of Changes in Stockholders' Equity Unaudited Consolidated Statements of Changes in Stockholders' Equity (Parenthetical)	0 Months Ended
	Aug. 10, 2012
Statement of Stockholders' Equity [Abstract]
Reverse stock split	0.05

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Reinsurance (Tables)

9 Months Ended

Sep. 30, 2013

Insurance [Abstract]

Reinsurance activity

Other reinsurance activity is shown below.

Direct Business and Reinsurance in Continuing Operations:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Direct premiums	$	120.1		$	133.4		$	367.8		$	411.6
Premiums assumed from reinsureds	2.7			1.9			6.7			6.1
Premiums ceded to reinsurers [1]	(38.3		)	(40.5		)	(119.9		)	(127.1		)
Premiums	$	84.5		$	94.8		$	254.6		$	290.6
Percentage of amount assumed to net premiums	3.2%			2.0%			2.6%			2.1%
Direct policy benefits incurred	$	205.6		$	191.9		$	603.0		$	574.1
Policy benefits assumed from reinsureds	3.6			30.0			22.4			67.9
Policy benefits ceded to reinsurers	(77.6		)	(49.3		)	(192.8		)	(200.1		)
Premiums paid to reinsurers [2]	26.4			28.1			53.8			69.5
Policy benefits [3]	$	158.0		$	200.7		$	486.4		$	511.4

———————

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

[2] For universal life and variable universal life contracts, premiums paid to reinsurers are reflected within policy benefits. See Note 2 to these 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 $103.1 million and $151.8 million, net of reinsurance, for the three months ended September 30, 2013 and 2012, respectively, and $366.3 million and $377.5 million, net of reinsurance, for the nine months ended September 30, 2013 and 2012, respectively.

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Derivative Instruments Derivative Instrument Gains (Losses) Recognized in Earnings (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Interest rate swaps	$ (2.9)	$ (0.4)	$ (8.9)	$ 0.5
Variance swaps	(1.2)	(1.8)	(3.0)	(6.4)
Swaptions	(4.7)	0	8.9	(0.2)
Put options	(8.8)	(8.4)	(30.2)	(14.6)
Call options	10.6	7.4	30.5	7.6
Equity futures	(7.7)	(11.1)	(31.8)	(20.5)
Cross currency swaps	(0.5)	0.1	(0.4)	0.2
Embedded derivatives	8.9	7.1	14.6	6.9
Total derivative instrument losses recognized in realized investment gains (losses)	$ (6.3)	$ (7.1)	$ (20.3)	$ (26.5)

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Fair Value of Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

Financial instruments carried at fair value by ASC 820-10 valuation hierarchy

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, 2013 and December 31, 2012.

Fair Values of Financial Instruments by Level:	As of
($ in millions)	September 30, 2013
	Level 1		Level 2		Level 3			Total
Assets
Available-for-sale debt securities
U.S. government and agency	—		96.0		349.8		[1]	$	445.8
State and political subdivision	—		139.5		238.1			377.6
Foreign government	—		179.1		15.7			194.8
Corporate	—		3,735.3		3,889.9			7,625.2
CMBS	—		625.1		129.7			754.8
RMBS	—		1,156.2		588.7			1,744.9
CDO/CLO	—		—		220.7			220.7
Other asset-backed	—		80.9		268.5			349.4
Total available-for-sale debt securities	—		6,012.1		5,701.1			11,713.2
Available-for-sale equity securities	3.1		—		42.1			45.2
Short-term investments	454.8		—		—			454.8
Derivative assets	17.2		180.0		—			197.2
Fair value investments [2]	31.2		14.0		178.5			223.7
Separate account assets	3,350.9		—		—			3,350.9
Total assets	$	3,857.2	$	6,206.1	$	5,921.7		$	15,985.0
Liabilities
Derivative liabilities	$	—	$	83.2	$	—		$	83.2
Embedded derivatives	—		—		72.8			72.8
Total liabilities	$	—	$	83.2	$	72.8		$	156.0

———————

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

[2] Fair value investments at September 30, 2013 include $133.4 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 $22.6 million as of September 30, 2013. Changes in the fair value of these assets are recorded through net investment income. Additionally, $67.7 million of assets relate to investment holdings of consolidated VIEs held at fair value, $8.6 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, 2013.

	As of
Fair Values of Financial Instruments by Level:	December 31, 2012
($ in millions)	Level 1		Level 2		Level 3			Total
Assets
Available-for-sale debt securities
U.S. government and agency	$	—	$	115.2	$	296.7	[1]	$	411.9
State and political subdivision	—		144.8		212.4			357.2
Foreign government	—		158.5		45.8			204.3
Corporate	—		3,857.7		3,812.3			7,670.0
CMBS	—		792.5		89.7			882.2
RMBS	—		1,062.4		709.3			1,771.7
CDO/CLO	—		—		223.7			223.7
Other asset-backed	—		125.5		309.9			435.4
Total available-for-sale debt securities	—		6,256.6		5,699.8			11,956.4
Available-for-sale equity securities	2.1		—		32.7			34.8
Short-term investments	699.6		—		—			699.6
Derivative assets	15.9		141.5		—			157.4
Fair value investments [2]	30.6		17.6		153.3			201.5
Separate account assets	3,316.5		—		—			3,316.5
Total assets	$	4,064.7	$	6,415.7	$	5,885.8		$	16,366.2
Liabilities
Derivative liabilities	$	—	$	45.8	$	—		$	45.8
Embedded derivatives	—		—		80.8			80.8
Total liabilities	$	—	$	45.8	$	80.8		$	126.6

———————

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

[2] Fair value investments at December 31, 2012 include $126.1 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 $21.9 million as of December 31, 2012. Changes in the fair value of these assets are recorded through net investment income. Additionally, $53.5 million of assets relate to investment holdings of consolidated VIEs held at fair value, $8.7 million of which are Level 1 securities.

Corporates fair value on a recurring basis

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

	As of
Fair Values of Corporates by Level and Sector:	September 30, 2013
($ in millions)	Level 1		Level 2		Level 3		Total
Corporates
Consumer	$	—	$	920.5	$	1,598.6	$	2,519.1
Energy	—		433.6		286.6		720.2
Financial services	—		1,491.4		869.3		2,360.7
Technical/communications	—		268.9		84.1		353.0
Transportation	—		90.9		180.0		270.9
Utilities	—		303.1		562.9		866.0
Other	—		226.9		308.4		535.3
Total corporates	$	—	$	3,735.3	$	3,889.9	$	7,625.2

Fair Values of Corporates by Level and Sector:	As of
($ in millions)	December 31, 2012
	Level 1		Level 2		Level 3		Total
Corporates
Consumer	$	—	$	1,160.3	$	1,860.8	$	3,021.1
Energy	—		277.8		142.7		420.5
Financial services	—		1,456.5		762.7		2,219.2
Technical/communications	—		154.7		44.6		199.3
Transportation	—		72.6		156.0		228.6
Utilities	—		506.5		631.8		1,138.3
Other	—		229.3		213.7		443.0
Total corporates	$	—	$	3,857.7	$	3,812.3	$	7,670.0

Fair value hierarchy

Level 3 Financial Assets:	Three Months Ended September 30, 2013
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	327.9	$	30.4	$	(7.9	)	$	—	$	—		$	—		$	(0.6	)	$	349.8
State and political subdivision	207.9		36.2		(0.6		)	—		(3.3		)	—			(2.1		)	238.1
Foreign government	15.5		—		—			—		—			—			0.2			15.7
Corporate	3,841.8		138.4		(28.7		)	45.2		(1.1		)	(0.7		)	(105.0		)	3,889.9
CMBS	116.3		20.1		(6.6		)	—		—			0.8			(0.9		)	129.7
RMBS	634.1		0.5		(30.4		)	4.7		—			(1.6		)	(18.6		)	588.7
CDO/CLO	231.0		16.3		(7.2		)	—		—			—			(19.4		)	220.7
Other asset-backed	285.1		16.9		(28.0		)	—		(0.9		)	(0.3		)	(4.3		)	268.5
Total available-for-sale   debt securities	5,659.6		258.8		(109.4		)	49.9		(5.3		)	(1.8		)	(150.7		)	5,701.1
Available-for-sale equity securities	35.6		0.1		—			—		—			—			6.4			42.1
Short-term investments	—		—		—			—		—			—			—			—
Fair value investments	171.0		6.5		(4.2		)	—		—			5.2			—			178.5
Total assets	$	5,866.2	$	265.4	$	(113.6	)	$	49.9	$	(5.3	)	$	3.4		$	(144.3	)	$	5,921.7

———————

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

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

Level 3 Financial Assets:	Three Months Ended September 30, 2012
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	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
Total available-for-sale debt securities	5,721.5		106.5		(33.4		)	32.5		(18.8		)	(0.2		)	(62.4		)	5,745.7
Available-for-sale equity securities	36.0		—		—			—		—			(1.5		)	(5.2		)	29.3
Short-term investments	—		—		—			—		—			—			—			—
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 fair value investments which are included in net investment income.

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

Level 3 Financial Assets:	Nine Months Ended September 30, 2013
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	296.7	$	78.8	$	(11.7	)	$	—	$	—		$	—		$	(14.0	)	$	349.8
State and political subdivision	212.4		59.5		(2.2		)	—		—			—			(31.6		)	238.1
Foreign government	45.8		—		—			8.0		(31.3		)	—			(6.8		)	15.7
Corporate	3,812.3		547.1		(60.3		)	95.5		(41.3		)	(2.1		)	(461.3		)	3,889.9
CMBS	89.7		60.3		(9.8		)	—		(8.7		)	(1.2		)	(0.6		)	129.7
RMBS	709.3		1.7		(72.1		)	5.1		—			(3.6		)	(51.7		)	588.7
CDO/CLO	223.7		61.4		(20.1		)	—		—			(0.4		)	(43.9		)	220.7
Other asset-backed	309.9		17.9		(21.4		)	—		(1.3		)	(0.4		)	(36.2		)	268.5
Total available-for-sale debt securities	5,699.8		826.7		(197.6		)	108.6		(82.6		)	(7.7		)	(646.1		)	5,701.1
Available-for-sale equity securities	32.7		5.0		(2.3		)	—		—			—			6.7			42.1
Short-term investments	—		—		—			—		—			—			—			—
Fair value investments	153.3		25.8		(10.2		)	1.3		—			8.3			—			178.5
Total assets	$	5,885.8	$	857.5	$	(210.1	)	$	109.9	$	(82.6	)	$	0.6		$	(639.4	)	$	5,921.7

———————

[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 in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	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
Total available-for-sale debt securities	5,618.8		535.7		(230.1		)	90.7		(179.2		)	(11.4		)	(78.8		)	5,745.7
Available-for-sale equity securities	29.4		5.6		—			4.8		—			(1.5		)	(9.0		)	29.3
Short-term investments	—		—		—			—		—			—			—			—
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.

Embedded Derivative Liabilities

Level 3 Financial Liabilities:	Embedded Derivative Liabilities
($ in millions)	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Balance, beginning of period	$	77.6		$	89.3		$	80.8		$	84.5
Net purchases/(sales)	4.1			2.2			6.6			6.8
Transfers into Level 3	—			—			—			—
Transfers out of Level 3	—			—			—			—
Realized (gains) losses [1]	(8.9		)	(7.1		)	(14.6		)	(6.9		)
Balance, end of period	$	72.8		$	84.4		$	72.8		$	84.4

———————

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

Fair Value Inputs, Assets, Quantitative Information

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
($ in millions)	September 30, 2013
	Fair		Valuation	Unobservable
	Value		Technique(s)	Input	Range (Weighted Average)
U.S. government and agency	$	349.8	Discounted cash flow	Yield	1.08%-5.40% (3.46%)
State and political subdivision	$	108.0	Discounted cash flow	Yield	2.28%-4.23% (3.55%)
Corporate	$	2,922.9	Discounted cash flow	Yield	1.08%-6.44% (3.34%)
Other asset-backed	$	48.3	Discounted cash flow	Yield	0.8%-4.42% (2.35%)
				Prepayment rate	2%
				Default rate	2.53% for 48 mos then .37% thereafter
				Recovery rate	10% (TRUPS)
Fair value investments	$	5.2	Discounted cash flow	Default rate	0.35%
				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.

Level 3 Assets: [1]	As of
($ in millions)	December 31, 2012
	Fair		Valuation	Unobservable
	Value		Technique(s)	Input	Range (Weighted Average)
U.S. government and agency	$	286.1	Discounted cash flow	Yield	1.46%-5.19% (3.20%)
State and political subdivision	$	107.4	Discounted cash flow	Yield	1.94%-3.53% (2.94%)
Corporate	$	2,888.9	Discounted cash flow	Yield	1.36%-7.82% (3.00%)
CDO/CLO	$	15.5	Discounted cash flow	Prepayment rate	20% (CLOs)
				Default rate	2.55% (CLOs)
				Recovery rate	65% (Loans), 35% (High yield bonds), 45% (investment grade bonds)
				Reinvestment spread	3 mo LIBOR + 400bps (CLOs)
Other asset-backed	$	43.5	Discounted cash flow	Yield	0.5%-9.5% (3.41%)
				Prepayment rate	2%
				Default rate	2.53% for 48 mos then .33% thereafter
				Recovery rate	10% (TRUPS)
Fair value investments	$	5.0	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.

Fair Value Inputs, Liabilities, Quantitative Information

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

Level 3 Liabilities:	As of
($ in millions)	September 30, 2013
	Fair Value		Valuation Technique(s)	Unobservable Input	Range
Embedded derivatives	$	69.0	Budget method	Swap curve	0.22% - 3.46%
(FIA)				Mortality rate	75% of A2000 basic table
				Lapse rate	0.60% - 35.00%
				CSA	3.99%
Embedded derivatives (GMAB / GMWB)	$	3.8	Risk neutral stochastic valuation methodology	Volatility surface	11.46% - 51.22%
				Swap curve	0.14% - 3.88%
				Mortality rate	75% of A2000 basic table
				Lapse rate	0.00% - 60.00%
				CSA	3.99%

Level 3 Liabilities:	As of
($ in millions)	December 31, 2012
	Fair Value		Valuation Technique(s)	Unobservable Input	Range
Embedded derivatives	$	51.2	Budget method	Swap curve	0.21% - 2.50%
(FIA)				Mortality rate	75% of A2000 basic table
				Lapse rate	1.00% - 35.00%
				CSA	4.47%
Embedded derivatives (GMAB / GMWB)	$	29.6	Risk neutral stochastic valuation methodology	Volatility surface	11.67% - 50.83%
				Swap curve	0.36% - 3.17%
				Mortality rate	75% of A2000 basic table
				Lapse rate	0.00% - 60.00%
				CSA	4.47%

Level 3 Assets and Liabilities by Pricing Source

Level 3 Assets and Liabilities by Pricing Source:	As of
($ in millions)	September 30, 2013
	Internal [1]		External [2]		Total
Assets
Available-for-sale debt securities
U.S. government and agency [3]	$	349.8	$	—	$	349.8
State and political subdivision	108.0		130.1		238.1
Foreign government	—		15.7		15.7
Corporate	2,922.9		967.0		3,889.9
CMBS	—		129.7		129.7
RMBS	—		588.7		588.7
CDO/CLO	—		220.7		220.7
Other asset-backed	48.3		220.2		268.5
Total available-for-sale debt securities	3,429.0		2,272.1		5,701.1
Available-for-sale equity securities	—		42.1		42.1
Short-term investments	—		—		—
Fair value investments	5.2		173.3		178.5
Total assets	$	3,434.2	$	2,487.5	$	5,921.7
Liabilities
Embedded derivatives	$	72.8	$	—	$	72.8
Total liabilities	$	72.8	$	—	$	72.8

———————

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

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

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

Level 3 Assets and Liabilities by Pricing Source:	As of
($ in millions)	December 31, 2012
	Internal [1]		External [2]		Total
Assets
Available-for-sale debt securities
U.S. government and agency [3]	$	286.1	$	10.6	$	296.7
State and political subdivision	107.4		105.0		212.4
Foreign government	—		45.8		45.8
Corporate	2,888.9		923.4		3,812.3
CMBS	—		89.7		89.7
RMBS	—		709.3		709.3
CDO/CLO	15.5		208.2		223.7
Other asset-backed	43.5		266.4		309.9
Total available-for-sale debt securities	3,341.4		2,358.4		5,699.8
Available-for-sale equity securities	—		32.7		32.7
Short-term investments	—		—		—
Fair value investments	5.0		148.3		153.3
Total assets	$	3,346.4	$	2,539.4	$	5,885.8
Liabilities
Embedded derivatives	$	80.8	$	—	$	80.8
Total liabilities	$	80.8	$	—	$	80.8

———————

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

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

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

Company's financial instruments where the carrying amounts and fair values differ:

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				As of
of Financial Instruments:	Fair Value	September 30, 2013				December 31, 2012
($ in millions)	Hierarchy	Carrying		Fair		Carrying		Fair
	Level	Value		Value		Value		Value
Financial assets:
Policy loans	Level 3	$	2,329.9	$	2,317.9	$	2,354.7	$	2,342.8
Cash and cash equivalents	Level 1	492.8		492.8		246.4		246.4
Financial liabilities:
Investment contracts	Level 3	$	3,328.6	$	3,323.4	$	3,040.7	$	3,045.9
Surplus notes	Level 3	126.1		93.3		126.1		95.0
Senior unsecured bonds	Level 2	252.7		234.0		252.7		217.1

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Demutualization and Closed Block Narrative (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Insurance [Abstract]
Policyholder dividend obligation for cumulative closed block	$ 174.1	$ 172.6
Unrealized gains in investments included in policyholder dividend obligation for cumulative closed block	$ 358.5	$ 607.2

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Financing Activities Interest Expense on Indebtedness, including Amortization of Debt Issuance Costs (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Debt Disclosure [Abstract]
7.15% surplus notes	$ 2.3	$ 3.1	$ 6.9	$ 9.4
7.45% senior unsecured bonds	4.8	4.8	15.0	14.3
Interest expense on indebtedness	$ 7.1	$ 7.9	$ 21.9	$ 23.7

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Unaudited Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
ASSETS:
Available-for-sale debt securities, at fair value (amortized cost of $11,222.8 and $11,018.4)	$ 11,713.2	$ 11,956.4
Available-for-sale equity securities, at fair value (cost of $26.9 and $27.5)	45.2	34.8
Short-term investments	454.8	699.6
Limited partnerships and other investments	573.0	577.3
Policy loans, at unpaid principal balances	2,329.9	2,354.7
Derivative instruments	197.2	157.4
Fair value investments	223.7	201.5
Total investments	15,537.0	15,981.7
Cash and cash equivalents	492.8	246.4
Accrued investment income	206.1	170.3
Receivables	68.6	82.9
Reinsurance recoverable	589.6	583.6
Deferred policy acquisition costs	900.4	902.2
Deferred income taxes, net	66.0	49.4
Other assets	276.4	243.1
Discontinued operations assets	45.5	53.7
Separate account assets	3,350.9	3,316.5
Total assets	21,533.3	21,629.8
LIABILITIES:
Policy liabilities and accruals	12,559.3	12,656.7
Policyholder deposit funds	3,328.6	3,040.7
Dividend obligations	746.5	1,003.6
Indebtedness	378.8	378.8
Pension and postretirement liabilities	407.2	429.3
Other liabilities	342.9	245.3
Discontinued operations liabilities	39.6	48.4
Separate account liabilities	3,350.9	3,316.5
Total liabilities	21,153.8	21,119.3
CONTINGENCIES AND COMMITMENTS (Notes 20 & 21)
STOCKHOLDERS’ EQUITY:
Common stock, $.01 par value: 5.7 million and 5.7 million shares outstanding	0.1	0.1
Additional paid-in capital	2,633.1	2,633.1
Accumulated other comprehensive income (loss)	(258.9)	(249.3)
Retained earnings (accumulated deficit)	(1,820.5)	(1,697.2)
Treasury stock, at cost: 0.7 million and 0.7 million shares	(182.9)	(182.9)
Total The Phoenix Companies, Inc. stockholders’ equity	370.9	503.8
Noncontrolling interests	8.6	6.7
Total stockholders’ equity	379.5	510.5
Total liabilities and stockholders’ equity	$ 21,533.3	$ 21,629.8

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Segment Information on Revenues

Segment Information	Three Months Ended				Nine Months Ended
on Revenues:	September 30,				September 30,
($ in millions)	2013		2012		2013		2012
Life and Annuity [1]	$	428.0	$	474.8	$	1,235.9	$	1,342.7
Saybrus Partners [2]	6.3		5.9		18.4		16.1
Less: Intercompany revenues [3]	2.1		2.6		6.7		8.3
Total revenues	$	432.2	$	478.1	$	1,247.6	$	1,350.5

———————

[1] Includes intercompany interest revenue of $0.1 million and $0.2 million for the three months ended September 30, 2013 and 2012 and $0.3 million and $0.5 million for the nine months ended September 30, 2013 and 2012.

[2] Includes intercompany commission revenue of $2.2 million and $2.8 million for the three months ended September 30, 2013 and 2012 and $7.0 million and $8.8 million for the nine months ended September 30, 2013 and 2012.

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

Results of Operations by Segment as Reconciled to Consolidated Net Income

Results of Operations by Segment as Reconciled to	Three Months Ended						Nine Months Ended
Consolidated Net Income (Loss):	September 30,						September 30,
($ in millions)	2013			2012			2013			2012
Life and Annuity operating loss	$	(21.6	)	$	(136.8	)	$	(110.4	)	$	(150.5	)
Saybrus Partners operating income	0.6			0.5			1.3			0.9
Less: Applicable income tax expense (benefit)	9.2			(4.9		)	12.1			(1.0		)
Loss from discontinued operations, net of income taxes	0.3			(6.0		)	(1.7		)	(12.0		)
Net realized investment gains (losses)	8.0			27.5			(0.7		)	1.6
Gain on debt repurchase	—			11.9			—			11.9
Less:  Net income (loss) attributable to noncontrolling interests	(0.1		)	0.8			(0.3		)	0.6
Net income (loss)	$	(21.8	)	$	(98.8	)	$	(123.3	)	$	(147.7	)

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Accumulated Other Comprehensive Income Reclassification Out of Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net realized capital gains (losses)	$ 8.0	$ 27.5	$ (0.7)	$ 1.6
Net gain amortization	0.3	0.4	0.9	1.2
Prior service cost amortization	(2.9)	(2.6)	(8.7)	(7.8)
Income tax expense (benefit)	9.2	(4.9)	12.1	(1.0)
Net income (loss)	(21.9)	(98.0)	(123.6)	(147.1)
Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net income (loss)	9.4		8.6
Net Unrealized Gains / (Losses) on Investments where Credit-related OTTI was Recognized | Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net realized capital gains (losses)	2.2		4.8
Total before income taxes	2.2		4.8
Income tax expense (benefit)	0.8		1.7
Net income (loss)	1.4		3.1
Net-Unrealized Gains / (Losses) on All Other Investments | Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net realized capital gains (losses)	14.9		16.3
Total before income taxes	14.9		16.3
Income tax expense (benefit)	5.2		5.7
Net income (loss)	9.7		10.6
Net Pension Liability Adjustments | Reclassification out of Accumulated Other Comprehensive Income
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]
Net gain amortization	(2.9)		(8.7)
Prior service cost amortization	0.3		0.9
Total before income taxes	(2.6)		(7.8)
Income tax expense (benefit)	(0.9)		(2.7)
Net income (loss)	$ (1.7)		$ (5.1)

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Unaudited Consolidated Statements of Cash Flows (Unaudited) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
OPERATING ACTIVITIES:
Net income (loss)	$ (123.3)	$ (147.7)
Net realized investment gains / losses	(3.8)	4.2
Gain on debt repurchase	0	(11.9)
Policy acquisition costs deferred	(42.8)	(56.2)
Policy acquisition cost amortization	110.6	164.6
Amortization and depreciation	6.3	9.9
Interest credited	99.8	90.1
Equity in earnings of limited partnerships and other investments	(35.4)	(46.0)
Change in:
Accrued investment income	(102.8)	(118.1)
Deferred income taxes, net	0	(24.7)
Receivables	14.1	10.9
Reinsurance recoverable	(6.7)	(30.7)
Policy liabilities and accruals	(299.3)	(312.4)
Pension and postretirement liabilities	(13.1)	(21.5)
Dividend obligations	(9.4)	66.9
Impact of operating activities of consolidated investment entities, net	(3.6)	0
Other operating activities, net	31.7	19.2
Cash provided by (used for) operating activities	(377.7)	(403.4)
Purchases of:
Available-for-sale debt securities	(1,673.6)	(1,168.4)
Available-for-sale equity securities	(4.5)	(6.3)
Short-term investments	(1,089.1)	(1,199.3)
Derivative instruments	(72.4)	(46.0)
Fair value and other investments	(26.7)	(28.7)
Sales, repayments and maturities of:
Available-for-sale debt securities	1,524.1	1,222.2
Available-for-sale equity securities	3.8	7.9
Short-term investments	1,334.5	967.9
Derivative instruments	34.0	16.2
Fair value and other investments	18.2	17.6
Contributions to limited partnerships and limited liability corporations	(51.8)	(63.7)
Distributions from limited partnerships and limited liability corporations	78.9	101.9
Policy loans, net	86.8	106.7
Impact of investing activities of consolidated investment entities, net	0	0
Other investing activities, net	(6.9)	(5.8)
Cash provided by (used for) investing activities	155.3	(77.8)
FINANCING ACTIVITIES:
Policyholder deposit fund deposits	1,025.1	1,216.3
Policyholder deposit fund withdrawals	(857.4)	(861.8)
Net transfers to/from separate accounts	299.3	279.4
Impact of financing activities of consolidated investment entities, net	2.3	0.1
Other financing activities, net	0	(39.6)
Cash provided by (used for) financing activities	469.3	594.4
Change in cash and cash equivalents	246.9	113.2
Change in cash included in discontinued operations assets	(0.5)	2.4
Cash and cash equivalents, beginning of period	246.4	168.2
Cash and cash equivalents, end of period	492.8	283.8
Supplemental Disclosure of Cash Flow Information
Income taxes paid (refunded)	8.5	3.3
Interest expense on indebtedness paid	18.6	20.4
Non-Cash Transactions During the Year
Investment exchanges	$ 85.7	$ 84.4

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Income Taxes (Details Narrative) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Tax Disclosure [Abstract]
Income tax expense	$ 9.2	$ (4.9)	$ 12.1	$ (1.0)
Deferred tax asset, net of deferred tax liabilities and valuation allowances	66.0		66.0
Net increase in the deferred tax asset valuation allowance recognized	$ 6.8		$ 49.5

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Investing Activities Aging of Temporary Impaired Securities (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Schedule of Available-for-sale Securities [Line Items]
CMBS	$ 3.7	$ 5.4
Less than 12 months | Fair Value
Schedule of Available-for-sale Securities [Line Items]
U.S. government and agency	35.5	9.0
State and political subdivision	80.7	13.5
Foreign government	38.6	0
Corporate	1,661.5	300.9
CMBS	76.6	8.4
RMBS	355.1	64.7
CDO/CLO	46.6	26.2
Other asset-backed	21.2	10.1
Debt securities	2,315.8	432.8
Equity securities	0.8	4.4
Total temporarily impaired securities	2,316.6	437.2
Amounts inside the closed block	1,467.2	150.7
Amounts outside the closed block	849.4	286.5
Amounts outside the closed block that are below investment grade	105.5	29.8
Less than 12 months | Unrealized Losses
Schedule of Available-for-sale Securities [Line Items]
U.S. government and agency	(1.2)	(0.1)
State and political subdivision	(6.5)	(0.8)
Foreign government	(0.3)	0
Corporate	(74.6)	(6.2)
CMBS	(2.7)	(1.0)
RMBS	(15.9)	(0.4)
CDO/CLO	(0.5)	(2.0)
Other asset-backed	(0.7)	(0.7)
Debt securities	(102.4)	(11.2)
Equity securities	0	(1.6)
Total temporarily impaired securities	(102.4)	(12.8)
Amounts inside the closed block	(40.0)	(4.6)
Amounts outside the closed block	(62.4)	(8.2)
Amounts outside the closed block that are below investment grade	(4.1)	(2.0)
Number of securities	411	108
Greater than 12 months | Fair Value
Schedule of Available-for-sale Securities [Line Items]
U.S. government and agency	21.3	28.4
State and political subdivision	11.0	7.1
Foreign government	0	0
Corporate	241.7	318.2
CMBS	12.2	30.7
RMBS	138.7	212.6
CDO/CLO	96.6	132.7
Other asset-backed	43.4	43.3
Debt securities	564.9	773.0
Equity securities	3.6	2.4
Total temporarily impaired securities	568.5	775.4
Amounts inside the closed block	222.2	332.4
Amounts outside the closed block	346.3	443.0
Amounts outside the closed block that are below investment grade	91.2	177.5
Greater than 12 months | Unrealized Losses
Schedule of Available-for-sale Securities [Line Items]
U.S. government and agency	(2.6)	(2.4)
State and political subdivision	(2.3)	(1.3)
Foreign government	0	0
Corporate	(57.8)	(65.9)
CMBS	(1.0)	(6.9)
RMBS	(12.0)	(20.4)
CDO/CLO	(5.0)	(21.2)
Other asset-backed	(10.5)	(11.7)
Debt securities	(91.2)	(129.8)
Equity securities	(1.1)	(0.8)
Total temporarily impaired securities	(92.3)	(130.6)
Amounts inside the closed block	(27.3)	(34.9)
Amounts outside the closed block	(65.0)	(95.7)
Amounts outside the closed block that are below investment grade	(18.0)	(63.4)
Number of securities	147	196
Total | Fair Value
Schedule of Available-for-sale Securities [Line Items]
U.S. government and agency	56.8	37.4
State and political subdivision	91.7	20.6
Foreign government	38.6	0
Corporate	1,903.2	619.1
CMBS	88.8	39.1
RMBS	493.8	277.3
CDO/CLO	143.2	158.9
Other asset-backed	64.6	53.4
Debt securities	2,880.7	1,205.8
Equity securities	4.4	6.8
Total temporarily impaired securities	2,885.1	1,212.6
Amounts inside the closed block	1,689.4	483.1
Amounts outside the closed block	1,195.7	729.5
Amounts outside the closed block that are below investment grade	196.7	207.3
Total | Unrealized Losses
Schedule of Available-for-sale Securities [Line Items]
U.S. government and agency	(3.8)	(2.5)
State and political subdivision	(8.8)	(2.1)
Foreign government	(0.3)	0
Corporate	(132.4)	(72.1)
CMBS	(3.7)	(7.9)
RMBS	(27.9)	(20.8)
CDO/CLO	(5.5)	(23.2)
Other asset-backed	(11.2)	(12.4)
Debt securities	(193.6)	(141.0)
Equity securities	(1.1)	(2.4)
Total temporarily impaired securities	(194.7)	(143.4)
Amounts inside the closed block	(67.3)	(39.5)
Amounts outside the closed block	(127.4)	(103.9)
Amounts outside the closed block that are below investment grade	$ (22.1)	$ (65.4)
Number of securities	558	304

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Employee Benefit Plans and Employment Agreements - Narrative (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Compensation and Retirement Disclosure [Abstract]
Amortization of prior service costs included in OCI	$ 1.7		$ 5.1
Contributions to pension plan	8.1		11.4
Defined Benefit Plans, Estimated Future Employer Contributions in Next Fiscal Year				0
Contributions to savings plan	$ 0.9	$ 0.8	$ 3.2	$ 3.2

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Sales Inducements (Tables)

9 Months Ended

Sep. 30, 2013

Deferred Sales Inducements [Abstract]

Changes in Deferred Sales Inducement Activity

Changes in Deferred Sales Inducement Activity:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Deferred asset, beginning of period	$	73.1		$	47.8		$	61.4		$	50.2
Sales inducements deferred	2.7			2.7			8.2			12.4
Amortization charged to income	(1.9		)	(2.1		)	(5.4		)	(6.2		)
Offsets to net unrealized investment gains or losses   included in AOCI	0.2			10.2			9.9			2.2
Deferred asset, end of period	$	74.1		$	58.6		$	74.1		$	58.6

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Investing Activities Sources and Types of Net Realized Investment Gains (Losses) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Investments, Debt and Equity Securities [Abstract]
Total other-than-temporary debt impairments	$ (1.7)		$ (6.9)		$ (2.6)		$ (28.8)
Portion of gains (losses) recognized in OCI	(0.4)		(0.2)		(4.6)		11.3
Net debt impairment losses recognized in earnings	(2.1)		(7.1)		(7.2)		(17.5)
Debt security impairments:
U.S. government and agency	0		0		0		0
State and political subdivision	0		0		0		0
Foreign government	0		0		0		0
Corporate	(0.7)		0		(0.7)		(0.6)
CMBS	(0.1)		(3.3)		(2.0)		(4.5)
RMBS	(1.4)		(2.6)		(4.3)		(10.4)
CDO/CLO	0.1		(0.7)		(0.2)		(0.7)
Other asset-backed	0		(0.5)		0		(1.3)
Net debt security impairments	(2.1)		(7.1)		(7.2)		(17.5)
Equity security impairments	0		0		0		(1.5)
Limited partnerships and other investment impairments	0		(0.3)		0		(0.3)
Impairment losses	(2.1)		(7.4)		(7.2)		(19.3)
Debt security transaction gains	19.7		33.4		31.7		41.4
Debt security transaction losses	(0.8)		(1.3)		(3.5)		(4.9)
Equity security transaction gains	0.3		5.0		1.3		5.0
Equity security transaction losses	0		(0.2)		(1.2)		(0.3)
Limited partnerships and other investment transaction gains	0.7		5.5		0.7		6.8
Limited partnerships and other investment transaction losses	(4.6)		(1.5)		(4.6)		(2.5)
Net transaction gains (losses)	15.3		40.9		24.4		45.5
Derivative instruments	(15.2)		(14.2)		(34.9)		(33.4)
Embedded derivatives	8.9	[1]	7.1	[1]	14.6	[1]	6.9	[1]
Assets valued at fair value	1.1		1.1		2.4		1.9
Net realized investment gains (losses), excluding impairment losses	10.1		34.9		6.5		20.9
Net realized investment gains (losses), including impairment losses	$ 8.0		$ 27.5		$ (0.7)		$ 1.6

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

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Accumulated Other Comprehensive Income

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Accumulated Other Comprehensive Income

Accumulated 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)	Net Unrealized
Attributable to The Phoenix Companies, Inc.:	Gains / (Losses)
($ in millions)	on Investments			Net Unrealized			Net
	where Credit-			Gains / (Losses)			Pension
	related OTTI			on All Other			Liability
	was Recognized [1]			Investments [1]			Adjustments			Total
Balance as of December 31, 2011	$	(35.1	)	$	104.0		$	(299.6	)	$	(230.7	)
Change in component during the period before reclassification	27.5			(28.7		)	(0.1		)	(1.3		)
Balance as of September 30, 2012	$	(7.6	)	$	75.3		$	(299.7	)	$	(232.0	)
Balance as of December 31, 2012	$	(6.2	)	$	77.9		$	(321.0	)	$	(249.3	)
Change in component during the period before reclassification	18.3			(23.2		)	3.9			(1.0		)
Amounts reclassified from AOCI	(3.1		)	(10.6		)	5.1			(8.6		)
Balance as of September 30, 2013	$	9.0		$	44.1		$	(312.0	)	$	(258.9	)

———————

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

Reclassifications from AOCI consist of the following:

AOCI	Amounts Reclassified from AOCI						Affected Line Item in the Consolidated Statements of Income and Comprehensive Income
($ in millions)	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
Net unrealized gains / (losses) on investments where   credit-related OTTI was recognized
Available-for-sale securities	$	2.2		$	4.8		Net realized capital gains (losses)
	2.2			4.8			Total before income taxes
	0.8			1.7			Income tax expense
	$	1.4		$	3.1		Net income (loss)
Net unrealized investment gains / (losses) on   all other investments
Available-for-sale securities	$	14.9		$	16.3		Net realized capital gains (losses)
	14.9			16.3			Total before income taxes
	5.2			5.7			Income tax expense
	$	9.7		$	10.6		Net income (loss)
Net pension liability adjustment
Net gain amortization	$	(2.9	)	$	(8.7	)	Other operating expense
Prior service cost amortization	0.3			0.9			Other operating expense
	(2.6		)	(7.8		)	Total before income taxes
	(0.9		)	(2.7		)	Income tax expense
	$	(1.7	)	$	(5.1	)	Net income (loss)
Total amounts reclassified from AOCI	$	9.4		$	8.6		Net income (loss)

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Investing activities (Tables)

9 Months Ended

Sep. 30, 2013

Investments, Debt and Equity Securities [Abstract]

Fair Value and Cost of Securities

The following tables present the debt and equity securities available-for-sale by sector held at September 30, 2013 and December 31, 2012, 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, 2013
($ in millions)			Gross		Gross					OTTI
	Amortized		Unrealized		Unrealized			Fair		Recognized
	Cost		Gains [1]		Losses [1]			Value		in AOCI [2]
U.S. government and agency	$	404.0	$	45.6	$	(3.8	)	$	445.8	$	—
State and political subdivision	364.5		21.9		(8.8		)	377.6		(1.2		)
Foreign government	177.1		18.0		(0.3		)	194.8		—
Corporate	7,275.6		482.0		(132.4		)	7,625.2		(8.4		)
Commercial mortgage-backed (“CMBS”)	719.3		39.2		(3.7		)	754.8		(4.2		)
Residential mortgage-backed (“RMBS”)	1,717.6		55.2		(27.9		)	1,744.9		(26.4		)
CDO/CLO	220.7		5.5		(5.5		)	220.7		(15.3		)
Other asset-backed	344.0		16.6		(11.2		)	349.4		(1.8		)
Available-for-sale debt securities	$	11,222.8	$	684.0	$	(193.6	)	$	11,713.2	$	(57.3	)
Amounts applicable to the closed block	$	5,502.8	$	420.8	$	(66.8	)	$	5,856.8	$	(16.6	)
Available-for-sale equity securities	$	26.9	$	19.4	$	(1.1	)	$	45.2	$	—
Amounts applicable to the closed block	$	10.6	$	6.8	$	(0.5	)	$	16.9	$	—

———————

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

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

Fair Value and Cost of Securities:	December 31, 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	$	355.9	$	58.5	$	(2.5	)	$	411.9	$	—
State and political subdivision	321.5		37.8		(2.1		)	357.2		(1.1		)
Foreign government	167.5		36.8		—			204.3		—
Corporate	6,996.4		745.7		(72.1		)	7,670.0		(8.3		)
CMBS	817.2		72.9		(7.9		)	882.2		(6.2		)
RMBS	1,698.2		94.3		(20.8		)	1,771.7		(30.6		)
CDO/CLO	240.5		6.4		(23.2		)	223.7		(18.1		)
Other asset-backed	421.2		26.6		(12.4		)	435.4		(1.4		)
Available-for-sale debt securities	$	11,018.4	$	1,079.0	$	(141.0	)	$	11,956.4	$	(65.7	)
Amounts applicable to the closed block	$	5,614.8	$	644.9	$	(38.2	)	$	6,221.5	$	(19.9	)
Available-for-sale equity securities	$	27.5	$	9.7	$	(2.4	)	$	34.8	$	—
Amounts applicable to the closed block	$	10.9	$	1.8	$	(1.3	)	$	11.4	$	—

———————

[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.

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

Maturities of Debt Securities:	September 30, 2013
($ in millions)	Amortized		Fair
	Cost		Value
Due in one year or less	$	239.8	$	246.4
Due after one year through five years	796.4		866.8
Due after five years through ten years	810.5		877.0
Due after ten years	6,374.5		6,653.2
CMBS/RMBS/ABS/CDO/CLO [1]	3,001.6		3,069.8
Total	$	11,222.8	$	11,713.2

Maturities of Debt Securities

Maturities of Debt Securities:	September 30, 2013
($ in millions)	Amortized		Fair
	Cost		Value
Due in one year or less	$	239.8	$	246.4
Due after one year through five years	796.4		866.8
Due after five years through ten years	810.5		877.0
Due after ten years	6,374.5		6,653.2
CMBS/RMBS/ABS/CDO/CLO [1]	3,001.6		3,069.8
Total	$	11,222.8	$	11,713.2

———————

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

Sale of Available-for-Sale Securities

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

Sales of Available-for-Sale Securities:	September 30, 2013			December 31, 2012
($ in millions)
Debt securities, available-for-sale
Proceeds from sales	$	328.1		$	346.5
Proceeds from maturities/repayments	1,182.0			1,527.2
Gross investment gains from sales, prepayments and maturities	31.6			52.3
Gross investment losses from sales and maturities	(3.5		)	(11.1		)
Equity securities, available-for-sale
Proceeds from sales	$	3.7		$	12.6
Gross investment gains from sales	1.3			8.5
Gross investment losses from sales	(1.2		)	(0.4		)

Aging of Temporarily Impaired Securities

Aging of Temporarily Impaired Securities:	As of
($ in millions)	September 30, 2013
	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	$	35.5	$	(1.2	)	$	21.3	$	(2.6	)	$	56.8	$	(3.8	)
State and political subdivision	80.7		(6.5		)	11.0		(2.3		)	91.7		(8.8		)
Foreign government	38.6		(0.3		)	—		—			38.6		(0.3		)
Corporate	1,661.5		(74.6		)	241.7		(57.8		)	1,903.2		(132.4		)
CMBS	76.6		(2.7		)	12.2		(1.0		)	88.8		(3.7		)
RMBS	355.1		(15.9		)	138.7		(12.0		)	493.8		(27.9		)
CDO/CLO	46.6		(0.5		)	96.6		(5.0		)	143.2		(5.5		)
Other asset-backed	21.2		(0.7		)	43.4		(10.5		)	64.6		(11.2		)
Debt securities	2,315.8		(102.4		)	564.9		(91.2		)	2,880.7		(193.6		)
Equity securities	0.8		—			3.6		(1.1		)	4.4		(1.1		)
Total temporarily impaired securities	$	2,316.6	$	(102.4	)	$	568.5	$	(92.3	)	$	2,885.1	$	(194.7	)
Amounts inside the closed block	$	1,467.2	$	(40.0	)	$	222.2	$	(27.3	)	$	1,689.4	$	(67.3	)
Amounts outside the closed block	$	849.4	$	(62.4	)	$	346.3	$	(65.0	)	$	1,195.7	$	(127.4	)
Amounts outside the closed block   that are below investment grade	$	105.5	$	(4.1	)	$	91.2	$	(18.0	)	$	196.7	$	(22.1	)
Number of securities			411					147					558

Aging of Temporarily Impaired Securities:	As of
($ in millions)	December 31, 2012
	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	$	9.0	$	(0.1	)	$	28.4	$	(2.4	)	$	37.4	$	(2.5	)
State and political subdivision	13.5		(0.8		)	7.1		(1.3		)	20.6		(2.1		)
Foreign government	—		—			—		—			—		—
Corporate	300.9		(6.2		)	318.2		(65.9		)	619.1		(72.1		)
CMBS	8.4		(1.0		)	30.7		(6.9		)	39.1		(7.9		)
RMBS	64.7		(0.4		)	212.6		(20.4		)	277.3		(20.8		)
CDO/CLO	26.2		(2.0		)	132.7		(21.2		)	158.9		(23.2		)
Other asset-backed	10.1		(0.7		)	43.3		(11.7		)	53.4		(12.4		)
Debt securities	432.8		(11.2		)	773.0		(129.8		)	1,205.8		(141.0		)
Equity securities	4.4		(1.6		)	2.4		(0.8		)	6.8		(2.4		)
Total temporarily impaired securities	$	437.2	$	(12.8	)	$	775.4	$	(130.6	)	$	1,212.6	$	(143.4	)
Amounts inside the closed block	$	150.7	$	(4.6	)	$	332.4	$	(34.9	)	$	483.1	$	(39.5	)
Amounts outside the closed block	$	286.5	$	(8.2	)	$	443.0	$	(95.7	)	$	729.5	$	(103.9	)
Amounts outside the closed block   that are below investment grade	$	29.8	$	(2.0	)	$	177.5	$	(63.4	)	$	207.3	$	(65.4	)
Number of securities			108					196					304

Credit Losses Recognized in Earnings on Debt Securities for which a Portion of the OTTI Loss was Recognized in OCI

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)	2013			2012			2013			2012
Balance, beginning of period	$	(72.5	)	$	(78.8	)	$	(72.6	)	$	(79.1	)
Add: Credit losses on securities not previously impaired [1]	(0.7		)	(1.5		)	(0.7		)	(3.8		)
Add: Credit losses on securities previously impaired [1]	(0.2		)	(5.6		)	(3.6		)	(11.8		)
Less: Credit losses on securities impaired due to intent to sell	—			—			—			—
Less: Credit losses on securities sold	2.9			5.3			6.4			14.1
Less: Increases in cash flows expected on     previously impaired securities	—			—			—			—
Balance, end of period	$	(70.5	)	$	(80.6	)	$	(70.5	)	$	(80.6	)

———————

[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 income and comprehensive income.

Limited partnerships and other investments

Limited partnerships and other investments

Limited Partnerships and Other Investments:	September 30, 2013		December 31, 2012
($ in millions)
Limited partnerships
Private equity funds	$	239.6	$	241.7
Mezzanine funds	188.7		202.1
Infrastructure funds	44.6		42.5
Hedge funds	12.9		14.3
Mortgage and real estate funds	3.7		5.4
Leverage leases	16.9		17.9
Direct equity investments	40.8		29.2
Life settlements	21.3		21.0
Other alternative assets	4.5		3.2
Limited partnerships and other investments	$	573.0	$	577.3
Amounts applicable to the closed block	$	349.3	$	353.1

Sources of Net Investment Income

Sources of Net Investment Income:	Three Months Ended					Nine Months Ended
($ in millions)	September 30,					September 30,
	2013		2012			2013		2012
Debt securities [1]	$	144.0	$	158.9		$	430.8	$	462.2
Equity securities	0.3		0.5			—		2.4
Limited partnerships and other investments	14.1		14.0			37.9		48.5
Policy loans	39.0		35.7			119.5		120.7
Fair value investments	5.2		(0.1		)	7.2		1.5
Total investment income	202.6		209.0			595.4		635.3
Less: Discontinued operations	0.3		0.4			0.9		1.6
Less: Investment expenses	3.0		3.5			10.1		10.4
Net investment income	$	199.3	$	205.1		$	584.4	$	623.3
Amounts applicable to the closed block	$	104.0	$	115.7		$	304.1	$	343.5

———————

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

Sources and Types of 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)	2013			2012			2013			2012
Total other-than-temporary debt impairments	$	(1.7	)	$	(6.9	)	$	(2.6	)	$	(28.8	)
Portion of gains (losses) recognized in OCI	(0.4		)	(0.2		)	(4.6		)	11.3
Net debt impairment losses recognized in earnings	$	(2.1	)	$	(7.1	)	$	(7.2	)	$	(17.5	)
Debt security impairments:
U.S. government and agency	$	—		$	—		$	—		$	—
State and political subdivision	—			—			—			—
Foreign government	—			—			—			—
Corporate	(0.7		)	—			(0.7		)	(0.6		)
CMBS	(0.1		)	(3.3		)	(2.0		)	(4.5		)
RMBS	(1.4		)	(2.6		)	(4.3		)	(10.4		)
CDO/CLO	0.1			(0.7		)	(0.2		)	(0.7		)
Other asset-backed	—			(0.5		)	—			(1.3		)
Net debt security impairments	(2.1		)	(7.1		)	(7.2		)	(17.5		)
Equity security impairments	—			—			—			(1.5		)
Limited partnerships and other investment impairments	—			(0.3		)	—			(0.3		)
Impairment losses	(2.1		)	(7.4		)	(7.2		)	(19.3		)
Debt security transaction gains	19.7			33.4			31.7			41.4
Debt security transaction losses	(0.8		)	(1.3		)	(3.5		)	(4.9		)
Equity security transaction gains	0.3			5.0			1.3			5.0
Equity security transaction losses	—			(0.2		)	(1.2		)	(0.3		)
Limited partnerships and other investment transaction gains	0.7			5.5			0.7			6.8
Limited partnerships and other investment transaction losses	(4.6		)	(1.5		)	(4.6		)	(2.5		)
Net transaction gains (losses)	15.3			40.9			24.4			45.5
Derivative instruments	(15.2		)	(14.2		)	(34.9		)	(33.4		)
Embedded derivatives [1]	8.9			7.1			14.6			6.9
Assets valued at fair value	1.1			1.1			2.4			1.9
Net realized investment gains (losses),excluding impairment losses	10.1			34.9			6.5			20.9
Net realized investment gains (losses),including impairment losses	$	8.0		$	27.5		$	(0.7	)	$	1.6

———————

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

Sources of Changes in Net 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)	2013			2012			2013			2012
Debt securities	$	(36.0	)	$	193.6		$	(447.6	)	$	398.2
Equity securities	4.8			(3.3		)	11.0			(0.4		)
Other investments	0.8			—			0.3			—
Net unrealized investment gains (losses)	$	(30.4	)	$	190.3		$	(436.3	)	$	397.8
Net unrealized investment gains (losses)	$	(30.4	)	$	190.3		$	(436.3	)	$	397.8
Applicable to closed block policyholder dividend obligation	(22.2		)	84.7			(247.9		)	171.5
Applicable to DAC	(5.0		)	15.1			(66.0		)	66.4
Applicable to other actuarial offsets	(15.8		)	58.9			(87.1		)	77.6
Applicable to deferred income tax expense (benefit)	(0.2		)	38.6			(16.7		)	83.5
Offsets to net unrealized investment gains (losses)	(43.2		)	197.3			(417.7		)	399.0
Net unrealized investment gains (losses) included in OCI	$	12.8		$	(7.0	)	$	(18.6	)	$	(1.2	)

Carrying Value of Assets and Liabilities for Consolidated Variable Interest Entities

Carrying Value of Assets and Liabilities	September 30, 2013						December 31, 2012
and Maximum Exposure Loss Relating					Maximum						Maximum
to Variable Interest Entities:					Exposure						Exposure
($ in millions)	Assets		Liabilities		to Loss [1]		Assets		Liabilities		to Loss [1]
Limited partnerships	$	119.2	$	—	$	173.6	$	136.5	$	—	$	202.1
LLCs	39.1		—		39.1		3.2		—		3.2
Total	$	158.3	$	—	$	212.7	$	139.7	$	—	$	205.3

———————

[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.

The following table presents the total assets and total liabilities relating to consolidated VIEs at September 30, 2013 and December 31, 2012.

Carrying Value of Assets and Liabilities for	September 30, 2013						December 31, 2012
Consolidated Variable Interest Entities:					Maximum						Maximum
($ in millions)					Exposure						Exposure
	Assets		Liabilities		to Loss [1]		Assets		Liabilities		to Loss [1]
Debt securities, at fair value [2]	$	5.8	$	—	$	5.5	$	3.6	$	—	$	3.4
Equity securities, at fair value [2]	27.2		—		22.5		23.4		—		19.2
Cash and cash equivalents	11.6		—		11.4		10.2		—		10.2
Investment in partnership interests	10.4		—		10.4		11.0		—		11.0
Investment in single asset LLCs	15.7		—		9.8		6.8		—		5.4
Other assets	0.5		—		0.4		5.5		—		5.5
Total assets of consolidated VIEs	$	71.2	$	—	$	60.0	$	60.5	$	—	$	54.7
Total liabilities of consolidated VIEs	$	—	$	6.2	$	6.0	$	—	$	5.1	$	5.1

———————

[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 at September 30, 2013 and December 31, 2012 excludes unfunded commitments of $0 and $4.1 million, respectively.

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

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Components of Other Postretirement Benefit Costs (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Compensation and Retirement Disclosure [Abstract]
Service cost	$ 0	$ 0.1	$ 0	$ 0.2
Interest cost	0.3	0.5	0.9	1.4
Net gain amortization	0	0	0	(0.1)
Prior service cost amortization	(0.3)	(0.4)	(0.9)	(1.2)
Other post-employment benefit cost	$ 0	$ 0.2	$ 0	$ 0.3

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Share-Based Payments

9 Months Ended

Sep. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Payments

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,
	2013			2012			2013			2012
Compensation cost charged to income from   continuing operations	$	0.2		$	0.7		$	2.7		$	2.7
Income tax expense (benefit) before valuation allowance	$	(0.1	)	$	(0.2	)	$	(0.9	)	$	(0.9	)

We did not capitalize any of the cost of stock-based compensation during the three and nine month periods ended September 30, 2013 and 2012. 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, 2013, 85,344 of outstanding stock options were exercisable, with a weighted-average exercise price of $191.22 per share. There were 0 options granted during the nine months ended September 30, 2013.

Restricted stock units

During the three months ended September 30, 2013, 3,641 director RSUs were awarded. As of September 30, 2013, there were 82,567 time-vested RSUs outstanding with a weighted-average grant price of $48.40 and 17,024 performance-vested RSUs outstanding with a weighted-average grant price of $55.07.

Liability awards

The Company issues 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, 2013, a liability of $3.3 million was accrued for these awards.

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Investing Activities Carrying Value of Assets and Liabilities and Maximum Exposure Loss Relating to Variable Interest Entities (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Liabilities
Variable Interest Entity [Line Items]
Total	$ 0		$ 0
Liabilities | Limited Partnerships
Variable Interest Entity [Line Items]
Total	0		0
Liabilities | LLCs
Variable Interest Entity [Line Items]
Total	0		0
Maximum Exposure of Loss
Variable Interest Entity [Line Items]
Total	212.7	[1]	205.3	[1]
Maximum Exposure of Loss | Limited Partnerships
Variable Interest Entity [Line Items]
Total	173.6	[1]	202.1	[1]
Maximum Exposure of Loss | LLCs
Variable Interest Entity [Line Items]
Total	39.1	[1]	3.2	[1]
Assets
Variable Interest Entity [Line Items]
Total	158.3		139.7
Assets | Limited Partnerships
Variable Interest Entity [Line Items]
Total	119.2		136.5
Assets | LLCs
Variable Interest Entity [Line Items]
Total	$ 39.1		$ 3.2

[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.

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Other Commitments Narrative (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013
Commitments and Contingencies Disclosure [Abstract]
Remaining Commitments	$ 32.2
Remainder for 2013	3.7
2014	14.2
2015	14.3
Unfunded commitments	231.3
Amount of unfunded commitments expected to be funded	17.7
Open Commitments	$ 160.9

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Unaudited Consolidated Statements of Changes in Stockholders' Equity (USD $) In Millions, unless otherwise specified		Total	Total Stockholders' Equity Attributable To The Phoenix Companies, Inc	COMMON STOCK		ADDITIONAL PAID-IN CAPITAL:	ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS):	RETAINED EARNINGS (ACCUMULATED DEFICIT):	TREASURY STOCK, AT COST		NONCONTROLLING INTERESTS:
Balance, beginning of period at Dec. 31, 2011		$ 695.7	$ 692.9	$ 1.3	[1]	$ 2,630.5	$ (230.7)	$ (1,528.7)	$ (179.5)	[1]	$ 2.8
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adjustment for reverse stock split	[1]			(1.2)		1.2
Issuance of shares and compensation expense on stock compensation awards						1.0
Other comprehensive income (loss)		(1.3)					(1.3)
Net income (loss)		(147.7)						(147.7)
Treasury shares purchased	[1]								(3.4)
Change in stockholders’ equity attributable to The Phoenix Companies, Inc.		(149.0)	(151.4)
Change in noncontrolling interests											2.4
Balance, end of period at Sep. 30, 2012		546.7	541.5	0.1	[1]	2,632.7	(232.0)	(1,676.4)	(182.9)	[1]	5.2
Balance, beginning of period at Dec. 31, 2012		510.5	503.8	0.1	[1]	2,633.1	(249.3)	(1,697.2)	(182.9)	[1]	6.7
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adjustment for reverse stock split	[1]			0		0
Issuance of shares and compensation expense on stock compensation awards						0
Other comprehensive income (loss)		(9.6)					(9.6)
Net income (loss)		(123.3)						(123.3)
Treasury shares purchased	[1]								0
Change in stockholders’ equity attributable to The Phoenix Companies, Inc.		(131.0)	(132.9)
Change in noncontrolling interests											1.9
Balance, end of period at Sep. 30, 2013		$ 379.5	$ 370.9	$ 0.1	[1]	$ 2,633.1	$ (258.9)	$ (1,820.5)	$ (182.9)	[1]	$ 8.6

[1] Reflects the 1-for-20 reverse stock split, which was effective August 10, 2012. See Note 9 to these financial statements for additional information on the reverse stock split.

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Unaudited Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Available-for-sale debt securities, amortized cost	$ 11,222.8	$ 11,018.4
Available-for-sale equity securities, at cost	$ 26.9	$ 27.5
Common stock par value (USD per share)	$ 0.01	$ 0.01
Shares outstanding (in shares)	5.7	5.7
Treasury stock (in shares)	0.7	0.7

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Common Stock and Stock Repurchase Program

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Common Stock and Stock Repurchase Program

Common Stock and Stock Repurchase Program

We have authorization for the issuance of 50 million shares of our common stock. The Company effected 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 shares of common stock. Under the stock repurchase program, purchases may be made from time to time in the open market, in accelerated stock buyback arrangements, in privately negotiated transactions or otherwise, subject to market prices and other conditions. 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 2013.

Through September 30, 2013, 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, 2013, we had 5.7 million shares of common stock issued and outstanding, net of 0.7 million shares of common stock held as 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, 2013, we also had 0.4 million shares reserved for issuance under our stock option plans (0.3 million shares) and our restricted stock unit (“RSU”) plans (0.1 million shares). All 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 5.1% of our outstanding common stock. In the nine months ended September 30, 2013 and 2012, we incurred $1.9 million and $1.7 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.

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Earnings Per Share - Narrative (Details) In Millions, unless otherwise specified	0 Months Ended
	Aug. 10, 2012	Sep. 30, 2013	Dec. 31, 2012	Aug. 11, 2012
Earnings Per Share [Abstract]
Shares outstanding (in shares)	116.0	5.7	5.7	5.8
Reverse stock split	0.05

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Fair Value of Financial Instruments Fair Value of Financial Instruments - Narrative (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value investments	$ 223.7	$ 201.5
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Fair value investments	$ 27.8	$ 34.5

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Fair Value of Financial Instruments - Level 3 Assets and Liabilities by Pricing Source (Details) (Fair Value, Measurements, Nonrecurring, Level 3, USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Jun. 30, 2013		Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Dec. 31, 2011
Level 3 Assets and Liabilities by Pricing Source:
Total liabilities Internal	$ 72.8	[1]			$ 80.8	[1]
Total liabilities External	0	[2]			0	[2]
Total liabilities	72.8				80.8
Embedded Derivatives
Level 3 Assets and Liabilities by Pricing Source:
Total liabilities Internal	72.8	[1]			80.8	[1]
Total liabilities External	0	[2]			0	[2]
Total liabilities	72.8				80.8
U.S. government and agency
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	349.8	[1],[3]			286.1	[1],[3]
Total assets External	0	[2],[3]			10.6	[2],[3]
Fair Value, Total assets, Balance	349.8	[3]	327.9	[3]	296.7	[3]	320.6	[3]	322.9	[3]	336.2	[3]
State and political subdivision
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	108.0	[1]			107.4	[1]
Total assets External	130.1	[2]			105.0	[2]
Fair Value, Total assets, Balance	238.1		207.9		212.4		192.9		181.7		116.6
Foreign government
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	0	[1]			0	[1]
Total assets External	15.7	[2]			45.8	[2]
Fair Value, Total assets, Balance	15.7		15.5		45.8		55.0		52.9		51.8
Corporate
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	2,922.9	[1]			2,888.9	[1]
Total assets External	967.0	[2]			923.4	[2]
Fair Value, Total assets, Balance	3,889.9		3,841.8		3,812.3		3,733.2		3,702.2		3,501.5
Commercial mortgage-backed (“CMBS”)
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	0	[1]			0	[1]
Total assets External	129.7	[2]			89.7	[2]
Fair Value, Total assets, Balance	129.7		116.3		89.7		73.7		99.2		100.6
Residential mortgage-backed (“RMBS”)
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	0	[1]			0	[1]
Total assets External	588.7	[2]			709.3	[2]
Fair Value, Total assets, Balance	588.7		634.1		709.3		832.8		857.5		944.2
CDO/CLO
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	0	[1]			15.5	[1]
Total assets External	220.7	[2]			208.2	[2]
Fair Value, Total assets, Balance	220.7		231.0		223.7		216.5		207.6		232.4
Other asset-backed
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	48.3	[1]			43.5	[1]
Total assets External	220.2	[2]			266.4	[2]
Fair Value, Total assets, Balance	268.5		285.1		309.9		321.0		297.5		335.5
Debt Securities
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	3,429.0	[1]			3,341.4	[1]
Total assets External	2,272.1	[2]			2,358.4	[2]
Fair Value, Total assets, Balance	5,701.1		5,659.6		5,699.8		5,745.7		5,721.5		5,618.8
Available-for-sale Securities
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	0	[1]			0	[1]
Total assets External	42.1	[2]			32.7	[2]
Fair Value, Total assets, Balance	42.1		35.6		32.7		29.3		36.0		29.4
Short-term Investments
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	0	[1]			0	[1]
Total assets External	0	[2]			0	[2]
Fair Value, Total assets, Balance	0		0		0		0		0		0
Fair value option investments
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	5.2	[1]			5.0	[1]
Total assets External	173.3	[2]			148.3	[2]
Fair Value, Total assets, Balance	178.5		171.0		153.3		164.1		159.3		144.8
Total assets
Level 3 Assets and Liabilities by Pricing Source:
Total assets Internal	3,434.2	[1]			3,346.4	[1]
Total assets External	2,487.5	[2]			2,539.4	[2]
Fair Value, Total assets, Balance	$ 5,921.7		$ 5,866.2		$ 5,885.8		$ 5,939.1		$ 5,916.8		$ 5,793.0

[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.

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Document and Entity Information In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 04, 2014
Document And Entity Information
Entity Registrant Name	PHOENIX COMPANIES INC/DE
Entity Central Index Key	0001129633
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		5.7
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2013

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

9 Months Ended

Sep. 30, 2013

Separate Accounts, Death Benefits, Other Insurance Benefit Features And Embedded Product Derivatives [Abstract]

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

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

Separate accounts

Separate account products are those for which a separate investment and liability account is maintained on behalf of the policyholder. Investment objectives for these separate accounts vary by fund account type, as outlined in the applicable fund prospectus or separate account plan of operations. We have variable annuity and variable life insurance contracts that are classified as separate account products. The assets supporting these contracts are carried at fair value and are reported as separate account assets with an equivalent amount reported as separate account liabilities. Amounts assessed against the policyholder for mortality, administration and other services are included within revenue in fee income. For the three and nine months ended September 30, 2013 and 2012, there were no gains or losses on transfers of assets from the general account to a separate account.

Assets with fair value and carrying value of $1.9 billion and $1.8 billion at September 30, 2013 and December 31, 2012, respectively, supporting fixed indexed annuities are maintained in accounts that are legally segregated from the other assets of the Company, but policyholders do not direct the investment of those assets and the investment performance does not pass through to the policyholders. These assets supporting fixed indexed annuity contracts are reported within the respective investment line items on the consolidated balance sheets.

On May 21, 2012, the employee pension plan surrendered its variable annuity contract with PHL Variable. 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 year ended December 31, 2012.

Separate Account Investments of Account Balances of Variable Annuity Contracts	September 30, 2013		December 31, 2012
with Insurance Guarantees:
($ in millions)
Debt securities	$	435.7	$	484.6
Equity funds	1,904.9		1,862.2
Other	65.1		69.6
Total	$	2,405.7	$	2,416.4

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 generally consistent with those used for amortizing DAC.

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

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 income and comprehensive income. We regularly evaluate estimates used and adjust the additional liability balances, with a related charge or credit to benefit expense if actual experience or other evidence suggests that earlier assumptions should be revised.

Changes in Guaranteed Insurance Benefit Liability Balances:	Year Ended
($ in millions)	September 30, 2013
	Annuity			Annuity
	GMDB			GMIB
Liability balance as of January 1, 2013	$	15.9		$	21.7
Incurred	1.9			(2.4		)
Paid	(3.3		)	—
Change due to net unrealized gains or losses included in AOCI	—			(0.1		)
Assumption unlocking	—			—
Liability balance as of September 30, 2013	$	14.5		$	19.2

Changes in Guaranteed Insurance Benefit Liability Balances:	Year Ended
($ in millions)	December 31, 2012
	Annuity			Annuity
	GMDB			GMIB
Liability balance as of January 1, 2012	$	16.4		$	17.6
Incurred	0.6			4.0
Paid	(1.1		)	—
Change due to net unrealized gains or losses included in AOCI	—			0.3
Assumption unlocking	—			(0.2		)
Liability balance as of December 31, 2012	$	15.9		$	21.7

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, 2013
GMDB return of premium	$	773.4	$	2.6	63
GMDB step up	1,965.2		11.9		63
GMDB earnings enhancement benefit (“EEB”)	35.8		0.1		64
GMDB greater of annual step up and roll up	26.7		5.6		67
Total GMDB at September 30, 2013	2,801.1		$	20.2
Less: General account value with GMDB	408.8
Subtotal separate account liabilities with GMDB	2,392.3
Separate account liabilities without GMDB	958.6
Total separate account liabilities	$	3,350.9
GMIB [1] at September 30, 2013	$	401.5			64
December 31, 2012
GMDB return of premium	$	799.2	$	6.4	62
GMDB step up	1,957.2		25.6		63
GMDB earnings enhancement benefit (“EEB”)	37.5		0.1		63
GMDB greater of annual step up and roll up	26.7		7.4		67
Total GMDB at December 31, 2012	2,820.6		$	39.5
Less: General account value with GMDB	420.6
Subtotal separate account liabilities with GMDB	2,400.0
Separate account liabilities without GMDB	916.5
Total separate account liabilities	$	3,316.5
GMIB [1] at December 31, 2012	$	416.8			64

———————

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

Fixed indexed annuity guaranteed benefits

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

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

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

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

Changes in Guaranteed Liability Balances:	Fixed Indexed Annuity
($ in millions)	GMWB & GMDB
	September 30, 2013			December 31, 2012
Liability balance, beginning of period	$	103.6		$	5.6
Incurred	44.9			40.1
Paid	(0.2		)	—
Change due to net unrealized gains or losses included in AOCI	(47.7		)	57.9
Assumption unlocking	—			—
Liability balance, end of period	$	100.6		$	103.6

Universal life

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

Changes in Guaranteed Liability Balances:	Universal Life
($ in millions)	Secondary Guarantees
	September 30, 2013			December 31, 2012
Liability balance, beginning of period	$	137.7		$	118.5
Incurred	35.0			30.8
Paid	(11.8		)	(9.5		)
Change due to net unrealized gains or losses included in AOCI	(1.9		)	2.4
Assumption unlocking	—			(4.5		)
Liability balance, end of period	$	159.0		$	137.7

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

Changes in Additional Liability Balances:	Universal Life
($ in millions)	Profits Followed by Losses
	September 30, 2013			December 31, 2012
Liability balance, beginning of period	$	308.4		$	200.5
Expenses	54.6			46.3
Change due to net unrealized gains or losses included in AOCI	(21.4		)	16.8
Assumption unlocking	—			44.8
Liability balance, end of period	$	341.6		$	308.4

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.

Non-Insurance Guaranteed Product Features:			Average
($ in millions)			Attained
	Account		Age of
	Value		Annuitant
September 30, 2013
GMWB	$	582.9	64
GMAB	388.5		58
COMBO	7.4		62
Total at September 30, 2013	$	978.8
December 31, 2012
GMWB	$	578.4	63
GMAB	390.6		58
COMBO	8.5		62
Total at December 31, 2012	$	977.5

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

Variable Annuity Embedded Derivative Liabilities:	September 30, 2013			December 31, 2012
($ in millions)
GMWB	$	—		$	15.3
GMAB	4.2			14.6
COMBO	(0.4		)	(0.3		)
Total variable annuity embedded derivative liabilities	$	3.8		$	29.6

There were no benefit payments made for the GMWB and GMAB in the nine months ended September 30, 2013 and 2012. 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 and recorded in policyholder deposits within the consolidated balance sheets with changes in fair value recorded in realized investment gains, in the consolidated statements of income and comprehensive income. The fair value of these index options is

calculated using the budget method. See Note 12 to these financial statements for additional information. Several additional inputs reflect our internally developed assumptions related to lapse rates and other policyholder behavior. The fair value of these embedded derivatives was $69.0 million and $51.2 million as of September 30, 2013 and December 31 2012 respectively. In order to manage the risk associated with these equity indexed-crediting features, we hedge using equity index options. See in Note 11 to these financial statements for additional information.

Embedded derivatives realized gains and losses

Changes in the fair value of embedded derivatives associated with variable annuity and fixed indexed annuity contracts are recorded as realized investment gains and losses within the consolidated statements of income and comprehensive income. Embedded derivatives gains and (losses) recognized in earnings for the three and nine months ended September 30, 2013 are $8.9 million and $14.6 million. 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.

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Separate Accounts Death Benefits, Other Insurance Benefit Features and Embedded Product Derivatives Changes in Additional Liability Balances (Details) (Universal Life, USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Universal Life
Net Amount at Risk by Product and Guarantee [Line Items]
Liability balance, beginning of period	$ 308.4	$ 200.5
Expenses	54.6	46.3
Change due to net unrealized gains or losses included in AOCI	(21.4)	16.8
Assumption unlocking	0	44.8
Liability balance, end of period	$ 341.6	$ 308.4

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Fair Value of Financial Instruments - Quantitative Estimates for Level 3 Liabilities (Details) (Level 3, USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
EIA/VED Embedded Derivative
Level 3 Liabilities:
Fair Value, Balance	$ 69.0	$ 51.2
GMAB/GMWB Embedded Derivatives
Level 3 Liabilities:
Fair Value, Balance	$ 3.8	$ 29.6
Income Approach Valuation Technique | EIA/VED Embedded Derivative
Level 3 Liabilities:
Fair Value Inputs, Mortality Rate	75.00%	75.00%
Fair Value Inputs, CSA Rate	3.99%	4.47%
Income Approach Valuation Technique | GMAB/GMWB Embedded Derivatives
Level 3 Liabilities:
Fair Value Inputs, Mortality Rate	75.00%	75.00%
Fair Value Inputs, CSA Rate	3.99%	4.47%
Income Approach Valuation Technique | Minimum | EIA/VED Embedded Derivative
Level 3 Liabilities:
Fair Value Inputs, Swap Curve	0.22%	0.21%
Fair Value Inputs, Lapse Rate	0.60%	1.00%
Income Approach Valuation Technique | Minimum | GMAB/GMWB Embedded Derivatives
Level 3 Liabilities:
Fair Value Inputs, Swap Curve	0.14%	0.36%
Fair Value Inputs, Lapse Rate	0.00%	0.00%
Fair Value Inputs, Volatility Surface	11.46%	11.67%
Income Approach Valuation Technique | Maximum | EIA/VED Embedded Derivative
Level 3 Liabilities:
Fair Value Inputs, Swap Curve	3.46%	2.50%
Fair Value Inputs, Lapse Rate	35.00%	35.00%
Income Approach Valuation Technique | Maximum | GMAB/GMWB Embedded Derivatives
Level 3 Liabilities:
Fair Value Inputs, Swap Curve	3.88%	3.17%
Fair Value Inputs, Lapse Rate	60.00%	60.00%
Fair Value Inputs, Volatility Surface	51.22%	50.83%

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Unaudited Consolidated Statements of Income and Comprehensive Income (USD $) In Millions, except Share data in Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
REVENUES
Premiums	$ 84.5		$ 94.8		$ 254.6		$ 290.6
Fee income	140.4		138.8		409.3		423.1
Net investment income	199.3		205.1		584.4		623.3
Net realized investment gains (losses):
Total other-than-temporary impairment (“OTTI”) losses	(1.7)		(7.2)		(2.6)		(30.6)
Portion of OTTI gains (losses) recognized in other comprehensive income (“OCI”)	(0.4)		(0.2)		(4.6)		11.3
Net OTTI losses recognized in earnings	(2.1)		(7.4)		(7.2)		(19.3)
Net realized investment gains (losses), excluding OTTI losses	10.1		34.9		6.5		20.9
Net realized investment gains (losses)	8.0		27.5		(0.7)		1.6
Gain on debt repurchase	0		11.9		0		11.9
Total revenues	432.2		478.1		1,247.6		1,350.5
BENEFITS AND EXPENSES:
Policy benefits, excluding policyholder dividends	261.1		352.5		852.7		888.9
Policyholder dividends	66.2		81.0		121.9		222.3
Policy acquisition cost amortization	33.1		71.7		110.6		164.6
Interest expense on indebtedness	7.1		7.9		21.9		23.7
Other operating expenses	77.7		61.9		250.3		187.1
Total benefits and expenses	445.2		575.0		1,357.4		1,486.6
Income (loss) from continuing operations before income taxes	(13.0)		(96.9)		(109.8)		(136.1)
Income tax expense (benefit)	9.2		(4.9)		12.1		(1.0)
Income (loss) from continuing operations	(22.2)		(92.0)		(121.9)		(135.1)
Loss from discontinued operations, net of income taxes	0.3		(6.0)		(1.7)		(12.0)
Net income (loss)	(21.9)		(98.0)		(123.6)		(147.1)
Less: Net income (loss) attributable to noncontrolling interests	(0.1)		0.8		(0.3)		0.6
Net income (loss) attributable to The Phoenix Companies, Inc.	(21.8)		(98.8)		(123.3)		(147.7)
COMPREHENSIVE INCOME (LOSS):
Net income (loss) attributable to The Phoenix Companies, Inc.	(21.8)		(98.8)		(123.3)		(147.7)
Net income (loss) attributable to noncontrolling interests	(0.1)		0.8		(0.3)		0.6
Net income (loss)	(21.9)		(98.0)		(123.6)		(147.1)
Other comprehensive income (loss) before income taxes:
Unrealized investment gains (losses), net of related offsets	12.6		31.6		(35.3)		82.3
Net pension liability adjustment	2.6		2.4		9.0		(0.1)
Other comprehensive income (loss) before income taxes	15.2		34.0		(26.3)		82.2
Less: Income tax expense (benefit) related to:
Unrealized investment gains (losses), net of related offsets	(0.2)		38.6		(16.7)		83.5
Net pension liability adjustment	0		0		0		0
Total income tax expense (benefit)	(0.2)		38.6		(16.7)		83.5
Other comprehensive income (loss), net of income taxes	15.4		(4.6)		(9.6)		(1.3)
Comprehensive income (loss)	(6.5)		(102.6)		(133.2)		(148.4)
Less: Comprehensive income (loss) attributable to noncontrolling interests	(0.1)		0.8		(0.3)		0.6
Comprehensive income (loss) attributable to The Phoenix Companies, Inc.	$ (6.4)		$ (103.4)		$ (132.9)		$ (149.0)
EARNINGS (LOSS) PER SHARE:
Income (loss) from continuing operations – basic (USD per share)	$ (3.87)	[1]	$ (16.00)	[1]	$ (21.23)	[1]	$ (23.33)	[1]
Income (loss) from continuing operations – diluted (USD per share)	$ (3.87)	[1]	$ (16.00)	[1]	$ (21.23)	[1]	$ (23.33)	[1]
Income (loss) from discontinued operations – basic (USD per share)	$ 0.05	[1]	$ (1.04)	[1]	$ (0.30)	[1]	$ (2.07)	[1]
Income (loss) from discontinued operations – diluted (USD per share)	$ 0.05	[1]	$ (1.04)	[1]	$ (0.30)	[1]	$ (2.07)	[1]
Net income (loss) attributable to The Phoenix Companies, Inc.– basic (USD per share)	$ (3.80)	[1]	$ (17.19)	[1]	$ (21.47)	[1]	$ (25.50)	[1]
Net income (loss) attributable to The Phoenix Companies, Inc. – diluted (USD per share)	$ (3.80)	[1]	$ (17.19)	[1]	$ (21.47)	[1]	$ (25.50)	[1]
Basic weighted-average common shares outstanding (in shares)	5,742	[1],[2]	5,749	[1],[2]	5,742	[1],[2]	5,792	[1],[2]
Diluted weighted-average common shares outstanding (in shares)	5,742	[1]	5,749	[1]	5,742	[1]	5,792	[1]

[1] All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012.

[2] All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012. See Note 9 to these financial statements for additional information on the reverse stock split.

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Demutualization and Closed Block

9 Months Ended

Sep. 30, 2013

Insurance [Abstract]

Demutualization and Closed Block

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, 2013 and December 31, 2012, respectively. This net liability represents the maximum future earnings contribution to be recognized from the closed block and the change in this net liability each period is in the earnings contribution recognized from the closed block for the period. To the extent that actual cash flows differ from amounts anticipated, we may adjust policyholder dividends. If the closed block has excess funds, those funds will be available only to the closed block policyholders. However, if the closed block has insufficient funds to make policy benefit payments that are guaranteed, the payments will be made from assets outside of the closed block.

Closed Block Assets and Liabilities as of:	September 30, 2013			December 31, 2012
($ in millions)							Inception
Available-for-sale debt securities	$	5,856.8		$	6,221.5		$	4,773.1
Available-for-sale equity securities	16.9			11.4			—
Short-term investments	140.0			174.9			—
Limited partnerships and other investments	349.3			353.1			399.0
Policy loans	1,213.6			1,233.5			1,380.0
Fair value investments	37.9			30.8			—
Total closed block investments	7,614.5			8,025.2			6,552.1
Cash and cash equivalents	106.5			32.7			—
Accrued investment income	84.2			85.3			106.8
Receivables	44.5			53.1			35.2
Reinsurance recoverable	20.3			7.5			—
Deferred income taxes	251.3			217.6			389.4
Other closed block assets	17.5			31.7			6.2
Total closed block assets	8,138.8			8,453.1			7,089.7
Policy liabilities and accruals	8,283.1			8,421.7			8,301.7
Policyholder dividends payable	213.7			223.8			325.1
Policy dividend obligation	532.6			779.8			—
Other closed block liabilities	109.6			47.5			12.3
Total closed block liabilities	9,139.0			9,472.8			8,639.1
Excess of closed block liabilities over closed block assets [1]	1,000.2			1,019.7			$	1,549.4
Less: Excess of closed block assets over closed block liabilities   attributable to noncontrolling interests	(6.3		)	(5.4		)
Excess of closed block liabilities over closed block assets attributable to   The Phoenix Companies, Inc.	$	1,006.5		$	1,025.1

———————

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

Closed Block Revenues and Expenses andChanges in	Three Months Ended						Nine Months Ended
Policyholder Dividend Obligations:	September 30,						September 30,
($ in millions)	2013			2012			2013			2012
Closed block revenues
Premiums	$	76.2		$	89.5		$	230.4		$	270.1
Net investment income	104.0			115.7			304.1			343.5
Net realized investment gains (losses)	8.0			7.5			9.7			9.4
Total revenues	188.2			212.7			544.2			623.0
Policy benefits, excluding policyholder dividends	111.1			120.1			389.7			364.8
Other operating expenses	1.4			1.3			4.0			3.6
Total benefits and expenses, excluding   policyholder dividends	112.5			121.4			393.7			368.4
Closed block contribution to income before dividends   and income taxes	75.7			91.3			150.5			254.6
Policyholder dividends	(66.2		)	(80.9		)	(121.8		)	(221.6		)
Closed block contribution to income before income taxes	9.5			10.4			28.7			33.0
Applicable income tax expense	3.3			3.6			10.0			11.5
Closed block contribution to income	6.2			6.8			18.7			21.5
Less: Closed block contribution to income attributable to   noncontrolling interests	(0.1		)	0.4			(0.3		)	0.4
Closed block contribution to income attributable to   The Phoenix Companies, Inc.	$	6.3		$	6.4		$	19.0		$	21.1

Closed Block Policyholder Dividend Obligation as of:	September 30, 2013			December 31, 2012
($ in millions)
Policyholder dividend obligation
Policyholder dividends provided through earnings	$	121.8		$	294.5
Policyholder dividends provided through OCI	(247.9		)	168.0
Additions to (reductions of) policyholder dividend liabilities	(126.1		)	462.5
Policyholder dividends paid	(131.2		)	(211.4		)
Increase in policyholder dividend liabilities	(257.3		)	251.1
Policyholder dividend liabilities, beginning of period	1,003.6			752.5
Policyholder dividend liabilities, end of period	746.3			1,003.6
Policyholder dividends payable, end of period	(213.7		)	(223.8		)
Policyholder dividend obligation, end of period	$	532.6		$	779.8

The policyholder dividend obligation includes approximately $174.1 million and $172.6 million, respectively, for cumulative closed block earnings in excess of expected amounts calculated at the date of demutualization as of September 30, 2013 and December 31, 2012 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, 2013 and December 31, 2012, the policyholder dividend obligation also includes $358.5 million and $607.2 million, respectively, of net unrealized gains on investments supporting the closed block liabilities.

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Reinsurance

9 Months Ended

Sep. 30, 2013

Insurance [Abstract]

Reinsurance

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 $589.6 million and $583.6 million as of September 30, 2013 and December 31, 2012, respectively. Other reinsurance activity is shown below.

Direct Business and Reinsurance in Continuing Operations:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Direct premiums	$	120.1		$	133.4		$	367.8		$	411.6
Premiums assumed from reinsureds	2.7			1.9			6.7			6.1
Premiums ceded to reinsurers [1]	(38.3		)	(40.5		)	(119.9		)	(127.1		)
Premiums	$	84.5		$	94.8		$	254.6		$	290.6
Percentage of amount assumed to net premiums	3.2%			2.0%			2.6%			2.1%
Direct policy benefits incurred	$	205.6		$	191.9		$	603.0		$	574.1
Policy benefits assumed from reinsureds	3.6			30.0			22.4			67.9
Policy benefits ceded to reinsurers	(77.6		)	(49.3		)	(192.8		)	(200.1		)
Premiums paid to reinsurers [2]	26.4			28.1			53.8			69.5
Policy benefits [3]	$	158.0		$	200.7		$	486.4		$	511.4

———————

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

[2] For universal life and variable universal life contracts, premiums paid to reinsurers are reflected within policy benefits. See Note 2 to these 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 $103.1 million and $151.8 million, net of reinsurance, for the three months ended September 30, 2013 and 2012, respectively, and $366.3 million and $377.5 million, net of reinsurance, for the nine months ended September 30, 2013 and 2012, 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, 2013, five major reinsurance companies account for approximately 64% of the reinsurance recoverable.

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Employee Benefit Plans and Employment Agreements

9 Months Ended

Sep. 30, 2013

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans and Employment Agreements

Employee Benefit Plans and Employment Agreements

Pension and other post-employment benefits

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

Components of Pension Benefit Costs:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Service cost	$	0.5		$	0.2		$	1.5		$	0.7
Interest cost	8.2			8.7			24.6			26.1
Expected return on plan assets	(9.0		)	(8.6		)	(27.0		)	(25.7		)
Net loss amortization	2.9			2.6			8.7			7.8
Pension benefit cost	$	2.6		$	2.9		$	7.8		$	8.9

Components of Other Post-employment Benefit Costs:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Service cost	$	—		$	0.1		$	—		$	0.2
Interest cost	0.3			0.5			0.9			1.4
Net gain amortization	—			—			—			(0.1		)
Prior service cost amortization	(0.3		)	(0.4		)	(0.9		)	(1.2		)
Other post-employment benefit cost	$	—		$	0.2		$	—		$	0.3

For the three months ended September 30, 2013, other comprehensive loss included unrealized gains of $1.7 million, net of taxes, relating to the amortization of net prior service costs and net gains/losses. For the nine months ended September 30, 2013, other comprehensive loss included unrealized gains of $5.1 million, net of taxes, relating to the amortization of net prior service costs and net gains/losses. Effective March 31, 2010, all benefit accruals under all of our funded and unfunded defined benefit plans were frozen.

During the three months ended September 30, 2013, we made contributions of $8.1 million to the pension plan. During the nine months ended September 30, 2013, we made contributions of $11.4 million to the pension plan. We expect to make no additional contributions to the pension plan by December 31, 2013. 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, which the Company took advantage of in 2012.

Savings plans

During the three months ended September 30, 2013 and 2012, we incurred costs of $0.9 million and $0.8 million, respectively, for contributions to our savings plans. During the nine months ended September 30, 2013 and 2012, we incurred costs of $3.2 million and $3.2 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.

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Derivative Instruments

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

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, 2013 and December 31, 2012, $9.2 million and $9.2 million, respectively, of cash and cash equivalents were held as collateral by a third party related to our derivative transactions.

Our derivatives are not designated as hedges for accounting purposes.

Derivative Instruments:				Fair Value as of
($ in millions)		Notional		September 30, 2013
	Maturity	Amount		Assets		Liabilities [1]
Interest rate swaps	2016-2027	$	160.0	$	6.8	$	7.2
Variance swaps	2015-2017	0.9		—		7.3
Swaptions	2024-2025	1,402.0		22.2		—
Put options	2015-2022	406.0		43.1		—
Call options [2]	2013-2018	1,623.9		107.9		68.2
Cross currency swaps	2016	10.0		—		0.5
Equity futures	2013	156.8		17.2		—
Total derivative instruments		$	3,759.6	$	197.2	$	83.2

———————

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

[2] Includes a contingent receivable of $2.5 million.

Derivative Instruments:				Fair Value as of
($ in millions)		Notional		December 31, 2012
	Maturity	Amount		Assets		Liabilities [1]
Interest rate swaps	2016-2027	$	180.0	$	15.5	$	7.7
Variance swaps	2015-2017	0.9		—		4.4
Swaptions	2024	25.0		—		—
Put options	2015-2022	406.0		72.7		—
Call options [2]	2013-2017	1,328.4		53.3		33.6
Cross currency swaps	2016	10.0		—		0.1
Equity futures	2013	184.7		15.9		—
Total derivative instruments		$	2,135.0	$	157.4	$	45.8

———————

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

[2] Includes a contingent receivable of $2.7 million.

Derivative Instrument Gains (Losses) Recognized in	Three Months Ended						Nine Months Ended
Realized Investment Gains (Losses):	September 30,						September 30,
($ in millions)	2013			2012			2013			2012
Interest rate swaps	$	(2.9	)	$	(0.4	)	$	(8.9	)	$	0.5
Variance swaps	(1.2		)	(1.8		)	(3.0		)	(6.4		)
Swaptions	(4.7		)	—			8.9			(0.2		)
Put options	(8.8		)	(8.4		)	(30.2		)	(14.6		)
Call options	10.6			7.4			30.5			7.6
Equity futures	(7.7		)	(11.1		)	(31.8		)	(20.5		)
Cross currency swaps	(0.5		)	0.1			(0.4		)	0.2
Embedded derivatives	8.9			7.1			14.6			6.9
Total derivative instrument losses recognized in   realized investment gains (losses)	$	(6.3	)	$	(7.1	)	$	(20.3	)	$	(26.5	)

Offsetting of Derivative Assets/Liabilities

The Company may enter into netting agreements with counterparties that permit the Company to offset receivables and

payables with such counterparties. The following tables present the gross fair value amounts, the amounts offset and net

position of derivative instruments eligible for offset in the Company’s consolidated balance sheets that are subject to an

enforceable master netting arrangement upon certain termination events, irrespective of whether they are offset in the balance

sheet.

	September 30, 2013
Offsetting of				Gross					Gross amounts not offset
Derivative Assets/Liabilities:	Gross			amounts		Net amounts			in the balance sheet
($ in millions)	amounts			offset in the		presented in the			Financial			Cash collateral
	recognized [1]			balance sheet		balance sheet			instruments			pledged [2]		Net amount
Total derivative assets	$	197.2		$	—	$	197.2		$	(82.8	)	$	—	$	114.4
Total derivative liabilities	$	(83.2	)	$	—	$	(83.2	)	$	82.8		$	0.4	$	—
	December 31, 2012
Offsetting of				Gross					Gross amounts not offset
Derivative Assets/Liabilities:	Gross			amounts		Net amounts			in the balance sheet
($ in millions)	amounts			offset in the		presented in the			Financial			Cash collateral
	recognized [1]			balance sheet		balance sheet			instruments			pledged [2]		Net amount
Total derivative assets	$	157.4		$	—	$	157.4		$	(45.7	)	$	—	$	111.7
Total derivative liabilities	$	(45.8	)	$	—	$	(45.8	)	$	45.7		$	0.1	$	—

———————

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

[2] Cash collateral pledged with derivative counterparties is recorded within other assets on the balance sheets. The Company pledges cash collateral to offset certain individual derivative liability positions with certain counterparties. Cash collateral of $8.8 million and $9.1 million as of September 30, 2013 and December 31, 2012, respectively, that exceeds the net liability resulting from the aggregate derivative positions with a corresponding counterparty is excluded.

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, 2013 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).

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Derivative Instruments Derivative Instruments Offsetting Assets and Liabilities (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Derivative Asset [Abstract]
Gross amounts recognized	$ 197.2	[1]	$ 157.4	[1]
Gross amounts offset in the balance sheet	0		0
Net amount presented in the balance sheet	197.2		157.4
Derivative, collateral, obligation to return securities	(82.8)		(45.7)
Gross amounts not offset in the balance sheet, Cash collateral received/pledged	8.8		9.1
Net amount	114.4		111.7
Offsetting Derivative Liabilities [Abstract]
Gross amounts recognized	(83.2)	[1]	(45.8)	[1]
Gross amounts offset in the balance sheet	0		0
Net amounts presented in the balance sheet	(83.2)		(45.8)
Derivative, collateral, right to reclaim securities	82.8		45.7
Cash collateral pledged	0.4	[2]	0.1	[2]
Net amount	$ 0		$ 0

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

[2] Cash collateral pledged with derivative counterparties is recorded within other assets on the balance sheets. The Company pledges cash collateral to offset certain individual derivative liability positions with certain counterparties. Cash collateral of $8.8 million and $9.1 million as of September 30, 2013 and December 31, 2012, respectively, that exceeds the net liability resulting from the aggregate derivative positions with a corresponding counterparty is excluded.

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Investing Activities

9 Months Ended

Sep. 30, 2013

Investments, Debt and Equity Securities [Abstract]

Investing Activities

Investing Activities

Debt and equity securities

The following tables present the debt and equity securities available-for-sale by sector held at September 30, 2013 and December 31, 2012, 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, 2013
($ in millions)			Gross		Gross					OTTI
	Amortized		Unrealized		Unrealized			Fair		Recognized
	Cost		Gains [1]		Losses [1]			Value		in AOCI [2]
U.S. government and agency	$	404.0	$	45.6	$	(3.8	)	$	445.8	$	—
State and political subdivision	364.5		21.9		(8.8		)	377.6		(1.2		)
Foreign government	177.1		18.0		(0.3		)	194.8		—
Corporate	7,275.6		482.0		(132.4		)	7,625.2		(8.4		)
Commercial mortgage-backed (“CMBS”)	719.3		39.2		(3.7		)	754.8		(4.2		)
Residential mortgage-backed (“RMBS”)	1,717.6		55.2		(27.9		)	1,744.9		(26.4		)
CDO/CLO	220.7		5.5		(5.5		)	220.7		(15.3		)
Other asset-backed	344.0		16.6		(11.2		)	349.4		(1.8		)
Available-for-sale debt securities	$	11,222.8	$	684.0	$	(193.6	)	$	11,713.2	$	(57.3	)
Amounts applicable to the closed block	$	5,502.8	$	420.8	$	(66.8	)	$	5,856.8	$	(16.6	)
Available-for-sale equity securities	$	26.9	$	19.4	$	(1.1	)	$	45.2	$	—
Amounts applicable to the closed block	$	10.6	$	6.8	$	(0.5	)	$	16.9	$	—

———————

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

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

Fair Value and Cost of Securities:	December 31, 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	$	355.9	$	58.5	$	(2.5	)	$	411.9	$	—
State and political subdivision	321.5		37.8		(2.1		)	357.2		(1.1		)
Foreign government	167.5		36.8		—			204.3		—
Corporate	6,996.4		745.7		(72.1		)	7,670.0		(8.3		)
CMBS	817.2		72.9		(7.9		)	882.2		(6.2		)
RMBS	1,698.2		94.3		(20.8		)	1,771.7		(30.6		)
CDO/CLO	240.5		6.4		(23.2		)	223.7		(18.1		)
Other asset-backed	421.2		26.6		(12.4		)	435.4		(1.4		)
Available-for-sale debt securities	$	11,018.4	$	1,079.0	$	(141.0	)	$	11,956.4	$	(65.7	)
Amounts applicable to the closed block	$	5,614.8	$	644.9	$	(38.2	)	$	6,221.5	$	(19.9	)
Available-for-sale equity securities	$	27.5	$	9.7	$	(2.4	)	$	34.8	$	—
Amounts applicable to the closed block	$	10.9	$	1.8	$	(1.3	)	$	11.4	$	—

———————

[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.

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

Maturities of Debt Securities:	September 30, 2013
($ in millions)	Amortized		Fair
	Cost		Value
Due in one year or less	$	239.8	$	246.4
Due after one year through five years	796.4		866.8
Due after five years through ten years	810.5		877.0
Due after ten years	6,374.5		6,653.2
CMBS/RMBS/ABS/CDO/CLO [1]	3,001.6		3,069.8
Total	$	11,222.8	$	11,713.2

———————

[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, 2013, 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.

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

Sales of Available-for-Sale Securities:	September 30, 2013			December 31, 2012
($ in millions)
Debt securities, available-for-sale
Proceeds from sales	$	328.1		$	346.5
Proceeds from maturities/repayments	1,182.0			1,527.2
Gross investment gains from sales, prepayments and maturities	31.6			52.3
Gross investment losses from sales and maturities	(3.5		)	(11.1		)
Equity securities, available-for-sale
Proceeds from sales	$	3.7		$	12.6
Gross investment gains from sales	1.3			8.5
Gross investment losses from sales	(1.2		)	(0.4		)

Aging of Temporarily Impaired Securities:	As of
($ in millions)	September 30, 2013
	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	$	35.5	$	(1.2	)	$	21.3	$	(2.6	)	$	56.8	$	(3.8	)
State and political subdivision	80.7		(6.5		)	11.0		(2.3		)	91.7		(8.8		)
Foreign government	38.6		(0.3		)	—		—			38.6		(0.3		)
Corporate	1,661.5		(74.6		)	241.7		(57.8		)	1,903.2		(132.4		)
CMBS	76.6		(2.7		)	12.2		(1.0		)	88.8		(3.7		)
RMBS	355.1		(15.9		)	138.7		(12.0		)	493.8		(27.9		)
CDO/CLO	46.6		(0.5		)	96.6		(5.0		)	143.2		(5.5		)
Other asset-backed	21.2		(0.7		)	43.4		(10.5		)	64.6		(11.2		)
Debt securities	2,315.8		(102.4		)	564.9		(91.2		)	2,880.7		(193.6		)
Equity securities	0.8		—			3.6		(1.1		)	4.4		(1.1		)
Total temporarily impaired securities	$	2,316.6	$	(102.4	)	$	568.5	$	(92.3	)	$	2,885.1	$	(194.7	)
Amounts inside the closed block	$	1,467.2	$	(40.0	)	$	222.2	$	(27.3	)	$	1,689.4	$	(67.3	)
Amounts outside the closed block	$	849.4	$	(62.4	)	$	346.3	$	(65.0	)	$	1,195.7	$	(127.4	)
Amounts outside the closed block   that are below investment grade	$	105.5	$	(4.1	)	$	91.2	$	(18.0	)	$	196.7	$	(22.1	)
Number of securities			411					147					558

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 $11.3 million at September 30, 2013, of which $9.1 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 $5.0 million at September 30, 2013, of which $0.0 million was depressed by more than 20% of amortized cost for more than 12 months.

As of September 30, 2013, available-for-sale securities in an unrealized loss position for over 12 months consisted of 141 debt securities and six equity securities. The debt securities primarily relate to corporate securities and asset backed 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 greater than 12 months, management performs an analysis on a security by security basis. Although there may be sustained losses for greater than 12 months on these securities, additional information is obtained related to company performance in the third quarter of 2013 which would not indicate that the additional losses are other-than-temporary.

Aging of Temporarily Impaired Securities:	As of
($ in millions)	December 31, 2012
	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	$	9.0	$	(0.1	)	$	28.4	$	(2.4	)	$	37.4	$	(2.5	)
State and political subdivision	13.5		(0.8		)	7.1		(1.3		)	20.6		(2.1		)
Foreign government	—		—			—		—			—		—
Corporate	300.9		(6.2		)	318.2		(65.9		)	619.1		(72.1		)
CMBS	8.4		(1.0		)	30.7		(6.9		)	39.1		(7.9		)
RMBS	64.7		(0.4		)	212.6		(20.4		)	277.3		(20.8		)
CDO/CLO	26.2		(2.0		)	132.7		(21.2		)	158.9		(23.2		)
Other asset-backed	10.1		(0.7		)	43.3		(11.7		)	53.4		(12.4		)
Debt securities	432.8		(11.2		)	773.0		(129.8		)	1,205.8		(141.0		)
Equity securities	4.4		(1.6		)	2.4		(0.8		)	6.8		(2.4		)
Total temporarily impaired securities	$	437.2	$	(12.8	)	$	775.4	$	(130.6	)	$	1,212.6	$	(143.4	)
Amounts inside the closed block	$	150.7	$	(4.6	)	$	332.4	$	(34.9	)	$	483.1	$	(39.5	)
Amounts outside the closed block	$	286.5	$	(8.2	)	$	443.0	$	(95.7	)	$	729.5	$	(103.9	)
Amounts outside the closed block   that are below investment grade	$	29.8	$	(2.0	)	$	177.5	$	(63.4	)	$	207.3	$	(65.4	)
Number of securities			108					196					304

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 $52.3 million at December 31, 2012, of which $52.1 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 $5.5 million at December 31, 2012, of which $5.5 million was depressed by more than 20% of amortized cost for more than 12 months.

As of December 31, 2012, available-for-sale securities in an unrealized loss position for over 12 months consisted of 192 debt securities and four equity securities. The debt securities primarily consist of 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 debt securities since the Company neither intends to sell the securities nor do we believe that it is more likely than not that it will be required to sell these securities before recovery of their amortized cost basis. Additionally, based on a security-by-security analysis, we expect to recover the entire amortized cost basis of these securities. In our evaluation of each security, management considers the actual recovery periods for these securities in previous periods of broad market declines. For securities with significant declines, individual security level analysis 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 greater than 12 months, management performs an analysis on a security by security basis. Although there may be sustained losses for greater than 12 months on these securities, additional information is obtained related to company performance which would not indicate that the losses are other-than-temporary.

Evaluating temporarily impaired available-for-sale securities

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

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, 2013, management does not have the intention to sell, nor does it expect to be required to sell, these securities prior to their recovery.

OTTIs recorded in the first nine months of 2013 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 $2.1 million for the third quarter of 2013 and $7.1 million for the third quarter of 2012 and $7.2 million for the first nine months of 2013 and $17.5 million for the first nine months of 2012. There were equity security OTTIs of $0 and $0 for the three and nine months ended September 30, 2013 and $0.0 million and $1.5 million for the three and nine months September 30, 2012. There were limited partnerships and other investment OTTIs of $0 and $0 for the three and nine months ended September 30, 2013 and $0.3 million and $0.3 million for the three and nine months ended September 30, 2012.

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 $(0.4) million for the third quarter of 2013, $(0.2) million for the third quarter of 2012, $(4.6) million for the first nine months of 2013 and $11.3 million for the first nine months of 2012.

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)	2013			2012			2013			2012
Balance, beginning of period	$	(72.5	)	$	(78.8	)	$	(72.6	)	$	(79.1	)
Add: Credit losses on securities not previously impaired [1]	(0.7		)	(1.5		)	(0.7		)	(3.8		)
Add: Credit losses on securities previously impaired [1]	(0.2		)	(5.6		)	(3.6		)	(11.8		)
Less: Credit losses on securities impaired due to intent to sell	—			—			—			—
Less: Credit losses on securities sold	2.9			5.3			6.4			14.1
Less: Increases in cash flows expected on     previously impaired securities	—			—			—			—
Balance, end of period	$	(70.5	)	$	(80.6	)	$	(70.5	)	$	(80.6	)

———————

[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 income and comprehensive income.

Limited partnerships and other investments

Limited Partnerships and Other Investments:	September 30, 2013		December 31, 2012
($ in millions)
Limited partnerships
Private equity funds	$	239.6	$	241.7
Mezzanine funds	188.7		202.1
Infrastructure funds	44.6		42.5
Hedge funds	12.9		14.3
Mortgage and real estate funds	3.7		5.4
Leverage leases	16.9		17.9
Direct equity investments	40.8		29.2
Life settlements	21.3		21.0
Other alternative assets	4.5		3.2
Limited partnerships and other investments	$	573.0	$	577.3
Amounts applicable to the closed block	$	349.3	$	353.1

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.

Sources of Net Investment Income:	Three Months Ended					Nine Months Ended
($ in millions)	September 30,					September 30,
	2013		2012			2013		2012
Debt securities [1]	$	144.0	$	158.9		$	430.8	$	462.2
Equity securities	0.3		0.5			—		2.4
Limited partnerships and other investments	14.1		14.0			37.9		48.5
Policy loans	39.0		35.7			119.5		120.7
Fair value investments	5.2		(0.1		)	7.2		1.5
Total investment income	202.6		209.0			595.4		635.3
Less: Discontinued operations	0.3		0.4			0.9		1.6
Less: Investment expenses	3.0		3.5			10.1		10.4
Net investment income	$	199.3	$	205.1		$	584.4	$	623.3
Amounts applicable to the closed block	$	104.0	$	115.7		$	304.1	$	343.5

———————

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

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)	2013			2012			2013			2012
Total other-than-temporary debt impairments	$	(1.7	)	$	(6.9	)	$	(2.6	)	$	(28.8	)
Portion of gains (losses) recognized in OCI	(0.4		)	(0.2		)	(4.6		)	11.3
Net debt impairment losses recognized in earnings	$	(2.1	)	$	(7.1	)	$	(7.2	)	$	(17.5	)
Debt security impairments:
U.S. government and agency	$	—		$	—		$	—		$	—
State and political subdivision	—			—			—			—
Foreign government	—			—			—			—
Corporate	(0.7		)	—			(0.7		)	(0.6		)
CMBS	(0.1		)	(3.3		)	(2.0		)	(4.5		)
RMBS	(1.4		)	(2.6		)	(4.3		)	(10.4		)
CDO/CLO	0.1			(0.7		)	(0.2		)	(0.7		)
Other asset-backed	—			(0.5		)	—			(1.3		)
Net debt security impairments	(2.1		)	(7.1		)	(7.2		)	(17.5		)
Equity security impairments	—			—			—			(1.5		)
Limited partnerships and other investment impairments	—			(0.3		)	—			(0.3		)
Impairment losses	(2.1		)	(7.4		)	(7.2		)	(19.3		)
Debt security transaction gains	19.7			33.4			31.7			41.4
Debt security transaction losses	(0.8		)	(1.3		)	(3.5		)	(4.9		)
Equity security transaction gains	0.3			5.0			1.3			5.0
Equity security transaction losses	—			(0.2		)	(1.2		)	(0.3		)
Limited partnerships and other investment transaction gains	0.7			5.5			0.7			6.8
Limited partnerships and other investment transaction losses	(4.6		)	(1.5		)	(4.6		)	(2.5		)
Net transaction gains (losses)	15.3			40.9			24.4			45.5
Derivative instruments	(15.2		)	(14.2		)	(34.9		)	(33.4		)
Embedded derivatives [1]	8.9			7.1			14.6			6.9
Assets valued at fair value	1.1			1.1			2.4			1.9
Net realized investment gains (losses),excluding impairment losses	10.1			34.9			6.5			20.9
Net realized investment gains (losses),including impairment losses	$	8.0		$	27.5		$	(0.7	)	$	1.6

———————

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

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)	2013			2012			2013			2012
Debt securities	$	(36.0	)	$	193.6		$	(447.6	)	$	398.2
Equity securities	4.8			(3.3		)	11.0			(0.4		)
Other investments	0.8			—			0.3			—
Net unrealized investment gains (losses)	$	(30.4	)	$	190.3		$	(436.3	)	$	397.8
Net unrealized investment gains (losses)	$	(30.4	)	$	190.3		$	(436.3	)	$	397.8
Applicable to closed block policyholder dividend obligation	(22.2		)	84.7			(247.9		)	171.5
Applicable to DAC	(5.0		)	15.1			(66.0		)	66.4
Applicable to other actuarial offsets	(15.8		)	58.9			(87.1		)	77.6
Applicable to deferred income tax expense (benefit)	(0.2		)	38.6			(16.7		)	83.5
Offsets to net unrealized investment gains (losses)	(43.2		)	197.3			(417.7		)	399.0
Net unrealized investment gains (losses) included in OCI	$	12.8		$	(7.0	)	$	(18.6	)	$	(1.2	)

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.

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 perform ongoing assessments of our investments in VIEs to determine whether we have the power to direct the most significant activities of the entity and an economic interest in the entity. When we hold both the power to direct the most significant activities of the entity and an economic interest in the entity, we are considered to be the primary beneficiary of the entity and consolidate the VIE. The consolidated entities are all investment company-like structures which follow specialized investment company accounting and record underlying investments at fair value. The nature of the VIEs’ operations and purpose are private equity limited partnerships, single asset LLCs and a fund of fund investment structure and have investments in homogeneous types of assets presented below.

The following table presents the total assets and total liabilities relating to consolidated VIEs at September 30, 2013 and December 31, 2012.

Carrying Value of Assets and Liabilities for	September 30, 2013						December 31, 2012
Consolidated Variable Interest Entities:					Maximum						Maximum
($ in millions)					Exposure						Exposure
	Assets		Liabilities		to Loss [1]		Assets		Liabilities		to Loss [1]
Debt securities, at fair value [2]	$	5.8	$	—	$	5.5	$	3.6	$	—	$	3.4
Equity securities, at fair value [2]	27.2		—		22.5		23.4		—		19.2
Cash and cash equivalents	11.6		—		11.4		10.2		—		10.2
Investment in partnership interests	10.4		—		10.4		11.0		—		11.0
Investment in single asset LLCs	15.7		—		9.8		6.8		—		5.4
Other assets	0.5		—		0.4		5.5		—		5.5
Total assets of consolidated VIEs	$	71.2	$	—	$	60.0	$	60.5	$	—	$	54.7
Total liabilities of consolidated VIEs	$	—	$	6.2	$	6.0	$	—	$	5.1	$	5.1

———————

[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 at September 30, 2013 and December 31, 2012 excludes unfunded commitments of $0 and $4.1 million, respectively.

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

Non-consolidated variable interest entities

We hold limited partnership interests with various VIEs primarily as a passive investor in private equity limited partnerships and through direct investments, in which the general partners are not related parties. As the Company is not the general partner in any VIE structures, consolidation is based on evaluation of the primary beneficiary. This analysis includes a review of the VIE’s capital structure, nature of the VIE’s operations and purpose and the Company’s involvement with the entity. When determining the need to consolidate a VIE, the design of the VIE is evaluated as well as any exposed risks of the Company’s investment. As we do not have both: (i) the power to direct the activities of the VIE that most significantly impact the economic performance of the entity; and (ii) the obligation to absorb losses of the entity that could be potentially significant to the VIE or the right to receive benefits from the entity that could be potentially significant, we do not consolidate these VIEs. These investments are accounted for under the equity method of accounting and are included in limited partnerships and other investments on our consolidated balance sheets. We reassess our VIE determination with respect to an entity on an ongoing basis. The following table presents the carrying value of assets and liabilities and the maximum exposure to loss relating to significant VIEs for which we are not the primary beneficiary.

The carrying value of our investments in non-consolidated VIEs (based upon sponsor values and financial statements of the individual entities) for which we are not the primary beneficiary was $158.3 million and $139.7 million as of September 30, 2013 and December 31, 2012, respectively. The maximum exposure to loss is equal to the carrying amounts plus any unfunded commitments of the Company. Such a maximum loss would be expected to occur only upon bankruptcy of the issuer or investee. The Company has not provided nor intends to provide financial support to these entities unless contractually required. We do not have the contractual option to redeem these limited partnership interests but receive distributions based on the liquidation of the underlying assets. The Company must generally request general partner consent to transfer or sell its fund interests. The Company performs ongoing qualitative analysis of its involvement with VIEs to determine if consolidation is required.

Carrying Value of Assets and Liabilities	September 30, 2013						December 31, 2012
and Maximum Exposure Loss Relating					Maximum						Maximum
to Variable Interest Entities:					Exposure						Exposure
($ in millions)	Assets		Liabilities		to Loss [1]		Assets		Liabilities		to Loss [1]
Limited partnerships	$	119.2	$	—	$	173.6	$	136.5	$	—	$	202.1
LLCs	39.1		—		39.1		3.2		—		3.2
Total	$	158.3	$	—	$	212.7	$	139.7	$	—	$	205.3

———————

[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.

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

Issuer and counterparty credit exposure

Credit exposure related to issuers and derivatives counterparties is inherent in investments and derivative contracts with positive fair value or asset balances. We manage credit risk through the analysis of the underlying obligors, issuers and transaction structures. We review our debt security portfolio regularly to monitor the performance of obligors and assess the stability of their credit ratings. We also manage credit risk through industry and issuer diversification and asset allocation. 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, 2013, we were exposed to the credit concentration risk of six issuers, Deutsche Bank AG, Citibank NA, Goldman Sachs International, JP Morgan Chase Bank NA, Berkshire Hathaway Inc. and Bank of America Corp representing exposure greater than 10.0% of stockholders’ equity other than U.S. government and government agencies backed by the faith and credit of the U.S. government. We monitor credit exposures by actively monitoring dollar limits on transactions with specific counterparties. We have an overall limit on below-investment-grade rated issuer exposure. Additionally, the creditworthiness of counterparties is reviewed periodically. We generally use ISDA Master Agreements which include Credit Support Annexes which include collateral provisions to reduce counterparty credit exposures. Included in fixed maturities are below-investment-grade assets totaling $915.9 million and $1,039.6 million at September 30, 2013 and December 31, 2012, 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, 2013, we held derivative assets, net of liabilities, with a fair value of $114.0 million. Derivative credit exposure was diversified with eleven different counterparties. We also had debt securities of these issuers with a fair value of $211.8 million as of September 30, 2013. Our maximum amount of loss due to credit risk with these issuers was $325.8 million as of September 30, 2013. See Note 11 to these financial statements for more information regarding derivatives.

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Investing Activities Debt & Equity Securities Narrative (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013 security	Dec. 31, 2012 security
Investments, Debt and Equity Securities [Abstract]
Unrealized losses on debt securities outside closed block depressed of amortized cost, percentage	20.00%	20.00%
Unrealized losses on debt securities outside closed block depressed of amortized cost, amount	$ 11.3	$ 52.3
Unrealized losses on debt securities outside closed block depressed of amortized cost for more than 12 month, amount	9.1	52.1
Unrealized losses on debt securities outside closed block depressed of amortized cost for more than 12 month, percentage	20.00%	20.00%
Unrealized losses on debt securities held in closed block depressed of amortized cost, percentage	20.00%	20.00%
Unrealized losses on debt securities held in closed block depressed of amortized cost, amount	5.0	5.5
UnrealizedLossesOnDebtSecuritiesOutsideClosedBlockDepressedOfAmortizedCostForMoreThan12MonthAmount	$ 0	$ 5.5
Unrealized losses on debt securities held in closed block depressed of amortized cost for more than 12 month, percentage	20.00%	20.00%
Number of debt securities	141	192
Number of equity securities	6	4

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Deferred Policy Acquisition Costs

9 Months Ended

Sep. 30, 2013

Deferred Policy Acquisition Costs Disclosures [Abstract]

Deferred Policy Acquisition Costs

Deferred Policy Acquisition Costs

The balances of and changes in deferred policy acquisition costs (“DAC”) as of and for the periods ended September 30, 2013 and 2012 are as follows:

Deferred Policy Acquisition Costs:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Policy acquisition costs deferred	$	13.9		$	18.0		$	42.8		$	56.2
Costs amortized to expenses:
Recurring costs	(32.4		)	(5.5		)	(107.9		)	(103.4		)
Assumption unlocking	—			(46.3		)	—			(46.3		)
Realized investment gains (losses)	(0.7		)	(20.0		)	(2.7		)	(14.9		)
Offsets to net unrealized investment gains or losses   included in AOCI [1]	5.0			(15.1		)	66.0			(66.4		)
Change in deferred policy acquisition costs	(14.2		)	(68.9		)	(1.8		)	(174.8		)
Deferred policy acquisition costs, beginning of period	914.6			1,013.3			902.2			1,119.2
Deferred policy acquisition costs, end of period	$	900.4		$	944.4		$	900.4		$	944.4

———————

[1] An offset to DAC 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 DAC amortized using gross profits or gross margins would result.

During the three and nine months ended September 30, 2013 and 2012, deferred expenses primarily consisted of commissions related to fixed indexed annuity sales.

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Sales Inducements

9 Months Ended

Sep. 30, 2013

Deferred Sales Inducements [Abstract]

Sales Inducements

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 DAC. 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 income and comprehensive income.

Changes in Deferred Sales Inducement Activity:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Deferred asset, beginning of period	$	73.1		$	47.8		$	61.4		$	50.2
Sales inducements deferred	2.7			2.7			8.2			12.4
Amortization charged to income	(1.9		)	(2.1		)	(5.4		)	(6.2		)
Offsets to net unrealized investment gains or losses   included in AOCI	0.2			10.2			9.9			2.2
Deferred asset, end of period	$	74.1		$	58.6		$	74.1		$	58.6

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Financing Activities

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

Financing Activities

Financing Activities

Indebtedness at Carrying Value:	September 30, 2013		December 31, 2012
($ in millions)
7.15% surplus notes	$	126.1	$	126.1
7.45% senior unsecured bonds	252.7		252.7
Total indebtedness	$	378.8	$	378.8

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 New York State Department of Financial Services (“NYDFS”) and may be made only out of surplus funds which the NYDFS determines to be available for such payments under New York Insurance Law. The notes may be redeemed at the option of Phoenix Life at any time at the “make-whole” redemption price set forth in the offering circular. New York Insurance Law provides that the notes are not part of the legal liabilities of Phoenix Life. 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, 2013. During 2012 and the nine months ended September 30, 2013, no repurchases were made. In March 2013, we extinguished $31.4 million par value of these bonds.

The indenture governing our senior unsecured bonds requires us to file with U.S. Bank, National Association, as trustee, within 15 days after we are required to file with the SEC, copies of the annual reports and of the information, documents and other reports that we are required to file with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act. In connection with our previously announced restatement of financial statements for the years ended December 31, 2011, 2010 and 2009, the quarters of fiscal year 2011, the first and second quarters of 2012 and the delay in filing our Third Quarter 2012 Form 10-Q, we were unable to file our Third Quarter 2012 Form 10-Q with the SEC and meet the requirement to timely deliver a copy of such report to the trustee. This resulted in a default under the indenture governing the bonds. On November 30, 2012, the trustee issued a notice of default, which stated that the failure of the Company to deliver the Third Quarter 2012 Form 10-Q constituted non-compliance with the reporting covenant in the indenture and that delivery of such notice initiated a 60-day cure period.

On December 12, 2012, we commenced a solicitation of bondholders holding our outstanding bonds as of 5:00 p.m., New York City time on December 11, 2012, seeking a one-time consent to amend the indenture governing the bonds and provide a related waiver. The consent solicitation sought the approval of the amendments and a related waiver from holders representing a majority of the aggregate outstanding principal amount of the bonds, allowing us to extend the date to deliver our Third Quarter 2012 Form 10-Q to the trustee to March 31, 2013 and would waive any and all defaults and events of default related to the delayed filing of our Third Quarter 2012 Form 10-Q that occurred prior to the effectiveness of the amendments.

On January 16, 2013, we announced that holders of approximately $166.3 million in aggregate principal amount of the bonds, representing approximately 65% of the approximately $252.7 million in outstanding principal amount of the bonds as of the December 11, 2012 record date, consented to the amendments to the indenture and the related waiver. 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, our 2012 Annual Report on Form 10-K (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 of the bonds. 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.

See Note 22 to these financial statements for additional information regarding solicitation of bondholders subsequent to the quarter ended September 30, 2013.

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, 2013 are $252.7 million in 2032 and $126.7 million in 2034. There are no debt maturities in 2014 through 2019.

Interest Expense on Indebtedness, including	Three Months Ended				Nine Months Ended
Amortization of Debt Issuance Costs:	September 30,				September 30,
($ in millions)	2013		2012		2013		2012
7.15% surplus notes	$	2.3	$	3.1	$	6.9	$	9.4
7.45% senior unsecured bonds	4.8		4.8		15.0		14.3
Interest expense on indebtedness	$	7.1	$	7.9	$	21.9	$	23.7

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Investing Activities Sources of Net Investment Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Investments, Debt and Equity Securities [Abstract]
Debt securities	$ 144.0	[1]	$ 158.9	[1]	$ 430.8	[1]	$ 462.2	[1]
Equity securities	0.3		0.5		0		2.4
Limited partnerships and other investments	14.1		14.0		37.9		48.5
Policy loans	39.0		35.7		119.5		120.7
Fair value investments	5.2		(0.1)		7.2		1.5
Total investment income	202.6		209.0		595.4		635.3
Less: Discontinued operations	0.3		0.4		0.9		1.6
Less: Investment expenses	3.0		3.5		10.1		10.4
Net investment income	199.3		205.1		584.4		623.3
Amounts applicable to the closed block	$ 104.0		$ 115.7		$ 304.1		$ 343.5

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

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Fair Value of Financial Instruments - Nonrecurring (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
ASSETS:
Available-for-sale debt securities	$ 11,713.2		$ 11,956.4
Separate account assets	3,350.9		3,316.5
Fair Value, Measurements, Nonrecurring
ASSETS:
Available-for-sale debt securities	11,713.2		11,956.4
Available-for-sale equity securities	45.2		34.8
Short-term investments	454.8		699.6
Derivative assets	197.2		157.4
Fair value investments	223.7	[1]	201.5	[2]
Separate account assets	3,350.9		3,316.5
Total assets	15,985.0		16,366.2
LIABILITIES:
Derivative liabilities	83.2		45.8
Embedded derivatives	72.8		80.8
Total liabilities	156.0		126.6
Debt securities fair value	133.4		126.1
Deferred compensation liabilities	22.6		21.9
Fair Value, Measurements, Nonrecurring | Level 1
ASSETS:
Available-for-sale debt securities	0		0
Available-for-sale equity securities	3.1		2.1
Short-term investments	454.8		699.6
Derivative assets	17.2		15.9
Fair value investments	31.2	[1]	30.6	[2]
Separate account assets	3,350.9		3,316.5
Total assets	3,857.2		4,064.7
LIABILITIES:
Derivative liabilities	0		0
Embedded derivatives	0		0
Total liabilities	0		0
Fair Value, Measurements, Nonrecurring | Level 2
ASSETS:
Available-for-sale debt securities	6,012.1		6,256.6
Available-for-sale equity securities	0		0
Short-term investments	0		0
Derivative assets	180.0		141.5
Fair value investments	14.0	[1]	17.6	[2]
Separate account assets	0		0
Total assets	6,206.1		6,415.7
LIABILITIES:
Derivative liabilities	83.2		45.8
Embedded derivatives	0		0
Total liabilities	83.2		45.8
Fair Value, Measurements, Nonrecurring | Level 3
ASSETS:
Available-for-sale debt securities	5,701.1		5,699.8
Available-for-sale equity securities	42.1		32.7
Short-term investments	0		0
Derivative assets	0		0
Fair value investments	178.5	[1]	153.3	[2]
Separate account assets	0		0
Total assets	5,921.7		5,885.8
LIABILITIES:
Derivative liabilities	0		0
Embedded derivatives	72.8		80.8
Total liabilities	72.8		80.8
Consolidated Variable Interest Entity | Fair Value, Measurements, Nonrecurring
ASSETS:
Fair value investments	67.7		53.5
Consolidated Variable Interest Entity | Fair Value, Measurements, Nonrecurring | Level 1
ASSETS:
Fair value investments	8.6		8.7
U.S. government and agency
ASSETS:
Available-for-sale debt securities	445.8		411.9
U.S. government and agency | Fair Value, Measurements, Nonrecurring
ASSETS:
Available-for-sale debt securities	445.8		411.9
U.S. government and agency | Fair Value, Measurements, Nonrecurring | Level 1
ASSETS:
Available-for-sale debt securities	0		0
U.S. government and agency | Fair Value, Measurements, Nonrecurring | Level 2
ASSETS:
Available-for-sale debt securities	96.0		115.2
U.S. government and agency | Fair Value, Measurements, Nonrecurring | Level 3
ASSETS:
Available-for-sale debt securities	349.8	[3]	296.7	[3]
State and political subdivision
ASSETS:
Available-for-sale debt securities	377.6		357.2
State and political subdivision | Fair Value, Measurements, Nonrecurring
ASSETS:
Available-for-sale debt securities	377.6		357.2
State and political subdivision | Fair Value, Measurements, Nonrecurring | Level 1
ASSETS:
Available-for-sale debt securities	0		0
State and political subdivision | Fair Value, Measurements, Nonrecurring | Level 2
ASSETS:
Available-for-sale debt securities	139.5		144.8
State and political subdivision | Fair Value, Measurements, Nonrecurring | Level 3
ASSETS:
Available-for-sale debt securities	238.1		212.4
Foreign government
ASSETS:
Available-for-sale debt securities	194.8		204.3
Foreign government | Fair Value, Measurements, Nonrecurring
ASSETS:
Available-for-sale debt securities	194.8		204.3
Foreign government | Fair Value, Measurements, Nonrecurring | Level 1
ASSETS:
Available-for-sale debt securities	0		0
Foreign government | Fair Value, Measurements, Nonrecurring | Level 2
ASSETS:
Available-for-sale debt securities	179.1		158.5
Foreign government | Fair Value, Measurements, Nonrecurring | Level 3
ASSETS:
Available-for-sale debt securities	15.7		45.8
Corporate
ASSETS:
Available-for-sale debt securities	7,625.2		7,670.0
Corporate | Fair Value, Measurements, Nonrecurring
ASSETS:
Available-for-sale debt securities	7,625.2		7,670.0
Corporate | Fair Value, Measurements, Nonrecurring | Level 1
ASSETS:
Available-for-sale debt securities	0		0
Corporate | Fair Value, Measurements, Nonrecurring | Level 2
ASSETS:
Available-for-sale debt securities	3,735.3		3,857.7
Corporate | Fair Value, Measurements, Nonrecurring | Level 3
ASSETS:
Available-for-sale debt securities	3,889.9		3,812.3
Commercial mortgage-backed (“CMBS”)
ASSETS:
Available-for-sale debt securities	754.8		882.2
Commercial mortgage-backed (“CMBS”) | Fair Value, Measurements, Nonrecurring
ASSETS:
Available-for-sale debt securities	754.8		882.2
Commercial mortgage-backed (“CMBS”) | Fair Value, Measurements, Nonrecurring | Level 1
ASSETS:
Available-for-sale debt securities	0		0
Commercial mortgage-backed (“CMBS”) | Fair Value, Measurements, Nonrecurring | Level 2
ASSETS:
Available-for-sale debt securities	625.1		792.5
Commercial mortgage-backed (“CMBS”) | Fair Value, Measurements, Nonrecurring | Level 3
ASSETS:
Available-for-sale debt securities	129.7		89.7
Residential mortgage-backed (“RMBS”)
ASSETS:
Available-for-sale debt securities	1,744.9		1,771.7
Residential mortgage-backed (“RMBS”) | Fair Value, Measurements, Nonrecurring
ASSETS:
Available-for-sale debt securities	1,744.9		1,771.7
Residential mortgage-backed (“RMBS”) | Fair Value, Measurements, Nonrecurring | Level 1
ASSETS:
Available-for-sale debt securities	0		0
Residential mortgage-backed (“RMBS”) | Fair Value, Measurements, Nonrecurring | Level 2
ASSETS:
Available-for-sale debt securities	1,156.2		1,062.4
Residential mortgage-backed (“RMBS”) | Fair Value, Measurements, Nonrecurring | Level 3
ASSETS:
Available-for-sale debt securities	588.7		709.3
CDO/CLO
ASSETS:
Available-for-sale debt securities	220.7		223.7
CDO/CLO | Fair Value, Measurements, Nonrecurring
ASSETS:
Available-for-sale debt securities	220.7		223.7
CDO/CLO | Fair Value, Measurements, Nonrecurring | Level 1
ASSETS:
Available-for-sale debt securities	0		0
CDO/CLO | Fair Value, Measurements, Nonrecurring | Level 2
ASSETS:
Available-for-sale debt securities	0		0
CDO/CLO | Fair Value, Measurements, Nonrecurring | Level 3
ASSETS:
Available-for-sale debt securities	220.7		223.7
Other asset-backed
ASSETS:
Available-for-sale debt securities	349.4		435.4
Other asset-backed | Fair Value, Measurements, Nonrecurring
ASSETS:
Available-for-sale debt securities	349.4		435.4
Other asset-backed | Fair Value, Measurements, Nonrecurring | Level 1
ASSETS:
Available-for-sale debt securities	0		0
Other asset-backed | Fair Value, Measurements, Nonrecurring | Level 2
ASSETS:
Available-for-sale debt securities	80.9		125.5
Other asset-backed | Fair Value, Measurements, Nonrecurring | Level 3
ASSETS:
Available-for-sale debt securities	$ 268.5		$ 309.9

[1] Fair value investments at September 30, 2013 include $133.4 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 $22.6 million as of September 30, 2013. Changes in the fair value of these assets are recorded through net investment income. Additionally, $67.7 million of assets relate to investment holdings of consolidated VIEs held at fair value, $8.6 million of which are Level 1 securities.

[2] Fair value investments at December 31, 2012 include $126.1 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 $21.9 million as of December 31, 2012. Changes in the fair value of these assets are recorded through net investment income. Additionally, $53.5 million of assets relate to investment holdings of consolidated VIEs held at fair value, $8.7 million of which are Level 1 securities.

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

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Investing Activities Sources of Changes in Net Unrealized Investment Gains (Losses) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Investments, Debt and Equity Securities [Abstract]
Debt securities	$ (36.0)	$ 193.6	$ (447.6)	$ 398.2
Equity securities	4.8	(3.3)	11.0	(0.4)
Other investments	0.8	0	0.3	0
Net unrealized investment gains (losses)	(30.4)	190.3	(436.3)	397.8
Applicable to closed block policyholder dividend obligation	(22.2)	84.7	(247.9)	171.5
Applicable to DAC	(5.0)	15.1	(66.0)	66.4
Applicable to other actuarial offsets	(15.8)	58.9	(87.1)	77.6
Applicable to deferred income tax expense (benefit)	(0.2)	38.6	(16.7)	83.5
Offsets to net unrealized investment gains (losses)	(43.2)	197.3	(417.7)	399.0
Net unrealized investment gains (losses) included in OCI	$ 12.8	$ (7.0)	$ (18.6)	$ (1.2)

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Earnings Per Share (Details) In Thousands, unless otherwise specified	0 Months Ended	3 Months Ended				9 Months Ended
	Aug. 10, 2012	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Earnings Per Share [Abstract]
Weighted-average common shares outstanding		5,742	[1],[2]	5,749	[1],[2]	5,742	[1],[2]	5,792	[1],[2]
Weighted-average effect of dilutive potential common shares:
Restricted stock units		17	[1]	77	[1]	31	[1]	76	[1]
Employee stock options		2	[1]	2	[1]	2	[1]	0	[1]
Potential common shares		19	[1]	79	[1]	33	[1]	76	[1]
Less: Potential common shares excluded from calculation due to net losses		19	[1]	79	[1]	33	[1]	76	[1]
Dilutive potential common shares		0	[1]	0	[1]	0	[1]	0	[1]
Weighted-average common shares outstanding, including dilutive potential common shares		5,742	[1]	5,749	[1]	5,742	[1]	5,792	[1]
Reverse stock split	0.05

[1] All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012. See Note 9 to these financial statements for additional information on the reverse stock split.

[2] All share amounts for all periods reflect the 1-for-20 reverse stock split, which was effective August 10, 2012.

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Investing Activities Limited Partnerships and other investments (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Investments, Debt and Equity Securities [Abstract]
Private equity funds	$ 239.6	$ 241.7
Mezzanine funds	188.7	202.1
Infrastructure funds	44.6	42.5
Hedge funds	12.9	14.3
Mortgage and real estate funds	3.7	5.4
Leverage leases	16.9	17.9
Direct equity investments	40.8	29.2
Life settlements	21.3	21.0
Other alternative assets	4.5	3.2
Limited partnerships and other investments	573.0	577.3
Amounts applicable to the closed block	$ 349.3	$ 353.1

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Fair Value of Financial Instruments - Financial Instruments Not Carried at Fair Value (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Policy Loans | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Value of Financial instruments	$ 2,329.9	$ 2,354.7
Fair Value of Financial instruments	2,317.9	2,342.8
Cash and Cash Equivalents | Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Value of Financial instruments	492.8	246.4
Fair Value of Financial instruments	492.8	246.4
Investment Contracts | Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Value of Financial instruments	3,328.6	3,040.7
Fair Value of Financial instruments	3,323.4	3,045.9
Surplus Notes | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Value of Financial instruments	126.1	126.1
Fair Value of Financial instruments	93.3	95.0
Senior unsecured bonds | Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Carrying Value of Financial instruments	252.7	252.7
Fair Value of Financial instruments	$ 234.0	$ 217.1

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Deferred Policy Acquisition Costs (Tables)

9 Months Ended

Sep. 30, 2013

Deferred Policy Acquisition Costs Disclosures [Abstract]

Schedule Of Deferred Policy Acquisition Costs

The balances of and changes in deferred policy acquisition costs (“DAC”) as of and for the periods ended September 30, 2013 and 2012 are as follows:

Deferred Policy Acquisition Costs:	Three Months Ended						Nine Months Ended
($ in millions)	September 30,						September 30,
	2013			2012			2013			2012
Policy acquisition costs deferred	$	13.9		$	18.0		$	42.8		$	56.2
Costs amortized to expenses:
Recurring costs	(32.4		)	(5.5		)	(107.9		)	(103.4		)
Assumption unlocking	—			(46.3		)	—			(46.3		)
Realized investment gains (losses)	(0.7		)	(20.0		)	(2.7		)	(14.9		)
Offsets to net unrealized investment gains or losses   included in AOCI [1]	5.0			(15.1		)	66.0			(66.4		)
Change in deferred policy acquisition costs	(14.2		)	(68.9		)	(1.8		)	(174.8		)
Deferred policy acquisition costs, beginning of period	914.6			1,013.3			902.2			1,119.2
Deferred policy acquisition costs, end of period	$	900.4		$	944.4		$	900.4		$	944.4

———————

[1] An offset to DAC 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 DAC amortized using gross profits or gross margins would result.

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Demutualization and Closed Block Closed Block Revenue and Expenses (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Closed block revenues
Premiums	$ 76.2	$ 89.5	$ 230.4	$ 270.1
Net investment income	104.0	115.7	304.1	343.5
Net realized investment gains (losses)	8.0	7.5	9.7	9.4
Total revenues	188.2	212.7	544.2	623.0
Policy benefits, excluding policyholder dividends	111.1	120.1	389.7	364.8
Other operating expenses	1.4	1.3	4.0	3.6
Total benefits and expenses, excluding policyholder dividends	112.5	121.4	393.7	368.4
Closed block contribution to income before dividends and income taxes	75.7	91.3	150.5	254.6
Policyholder dividends	(66.2)	(80.9)	(121.8)	(221.6)
Closed block contribution to income before income taxes	9.5	10.4	28.7	33.0
Applicable income tax expense	3.3	3.6	10.0	11.5
Closed block contribution to income	6.2	6.8	18.7	21.5
Less: Closed block contribution to income attributable to noncontrolling interests	(0.1)	0.4	(0.3)	0.4
Closed block contribution to income attributable to The Phoenix Companies, Inc.	$ 6.3	$ 6.4	$ 19.0	$ 21.1

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Income Taxes

9 Months Ended

Sep. 30, 2013

Income Tax Disclosure [Abstract]

Income Taxes

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 months ended September 30, 2013 have been computed based on the first nine months of 2013 as a discrete period.

The tax expense of $9.2 million for the three months ended September 30, 3013 is comprised entirely of current taxes. The tax expense of $12.1 million for the nine months ended September 30, 3013 is comprised entirely of current taxes.

We recorded a deferred tax asset, net of deferred tax liabilities and valuation allowances, of $66.0 million as of September 30, 2013. 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, 2013, we recognized a net increase in the valuation allowance of $6.8 million. For the nine months ended September 30, 2013, we recognized a net increase in the valuation allowance of $49.5 million. Accounting guidance requires that changes in the valuation allowance be allocated to various financial statement components of income or loss.

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 2011.

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

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Segment Information

9 Months Ended

Sep. 30, 2013

Segment Reporting [Abstract]

Segment Information

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)	2013		2012		2013		2012
Life and Annuity [1]	$	428.0	$	474.8	$	1,235.9	$	1,342.7
Saybrus Partners [2]	6.3		5.9		18.4		16.1
Less: Intercompany revenues [3]	2.1		2.6		6.7		8.3
Total revenues	$	432.2	$	478.1	$	1,247.6	$	1,350.5

———————

[1] Includes intercompany interest revenue of $0.1 million and $0.2 million for the three months ended September 30, 2013 and 2012 and $0.3 million and $0.5 million for the nine months ended September 30, 2013 and 2012.

[2] Includes intercompany commission revenue of $2.2 million and $2.8 million for the three months ended September 30, 2013 and 2012 and $7.0 million and $8.8 million for the nine months ended September 30, 2013 and 2012.

[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.

Results of Operations by Segment as Reconciled to	Three Months Ended						Nine Months Ended
Consolidated Net Income (Loss):	September 30,						September 30,
($ in millions)	2013			2012			2013			2012
Life and Annuity operating loss	$	(21.6	)	$	(136.8	)	$	(110.4	)	$	(150.5	)
Saybrus Partners operating income	0.6			0.5			1.3			0.9
Less: Applicable income tax expense (benefit)	9.2			(4.9		)	12.1			(1.0		)
Loss from discontinued operations, net of income taxes	0.3			(6.0		)	(1.7		)	(12.0		)
Net realized investment gains (losses)	8.0			27.5			(0.7		)	1.6
Gain on debt repurchase	—			11.9			—			11.9
Less:  Net income (loss) attributable to noncontrolling interests	(0.1		)	0.8			(0.3		)	0.6
Net income (loss)	$	(21.8	)	$	(98.8	)	$	(123.3	)	$	(147.7	)

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.

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Accumulated Other Comprehensive Income (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning Balance	$ (249.3)		$ (230.7)
Change in component during the period before reclassification	(1.0)		(1.3)
Amounts reclassified from AOCI	(8.6)
Accumulated Other Comprehensive Income (Loss), Ending Balance	(258.9)		(232.0)
Net Unrealized Gains / (Losses) on Investments where Credit-related OTTI was Recognized
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning Balance	(6.2)	[1]	(35.1)	[1]
Change in component during the period before reclassification	18.3	[1]	27.5	[1]
Amounts reclassified from AOCI	(3.1)	[1]
Accumulated Other Comprehensive Income (Loss), Ending Balance	9.0	[1]	(7.6)	[1]
Net-Unrealized Gains / (Losses) on All Other Investments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning Balance	77.9	[1]	104.0	[1]
Change in component during the period before reclassification	(23.2)	[1]	(28.7)	[1]
Amounts reclassified from AOCI	(10.6)	[1]
Accumulated Other Comprehensive Income (Loss), Ending Balance	44.1	[1]	75.3	[1]
Net Pension Liability Adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Accumulated Other Comprehensive Income (Loss), Beginning Balance	(321.0)		(299.6)
Change in component during the period before reclassification	3.9		(0.1)
Amounts reclassified from AOCI	5.1
Accumulated Other Comprehensive Income (Loss), Ending Balance	$ (312.0)		$ (299.7)

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

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Reinsurance (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Direct Business and Reinsurance in Continuing Operations
Direct premiums	$ 120.1		$ 133.4		$ 367.8		$ 411.6
Premiums assumed from reinsureds	2.7		1.9		6.7		6.1
Premiums ceded to reinsurers	(38.3)	[1]	(40.5)	[1]	(119.9)	[1]	(127.1)	[1]
Premiums	84.5		94.8		254.6		290.6
Percentage of amount assumed to net premiums	3.20%		2.00%		2.60%		2.10%
Direct policy benefits incurred	205.6		191.9		603.0		574.1
Policy benefits assumed from reinsureds	3.6		30.0		22.4		67.9
Policy benefits ceded to reinsurers	(77.6)		(49.3)		(192.8)		(200.1)
Premiums paid to reinsurers	26.4	[2]	28.1	[2]	53.8	[2]	69.5	[2]
Policy benefits	158.0	[3]	200.7	[3]	486.4	[3]	511.4	[3]
Changes in reserves, interest credited to policyholders, policyholder dividends and other items	$ 103.1		$ 151.8		$ 366.3		$ 377.5

[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 2 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 $103.1 million and $151.8 million, net of reinsurance, for the three months ended September 30, 2013 and 2012, respectively, and $366.3 million and $377.5 million, net of reinsurance, for the nine months ended September 30, 2013 and 2012, respectively.

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Results of Operations by Segment as Reconciled to Consolidated Net Income (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Segment Reporting [Abstract]
Life and Annuity operating loss	$ (21.6)	$ (136.8)	$ (110.4)	$ (150.5)
Saybrus Partners operating income	0.6	0.5	1.3	0.9
Less: Applicable income tax expense (benefit)	(9.2)	4.9	(12.1)	1.0
Loss from discontinued operations, net of income taxes	0.3	(6.0)	(1.7)	(12.0)
Net realized investment gains (losses)	8.0	27.5	(0.7)	1.6
Gain on debt repurchase	0	11.9	0	11.9
Less: Net income (loss) attributable to noncontrolling interests	(0.1)	0.8	(0.3)	0.6
Net income (loss) attributable to The Phoenix Companies, Inc.	$ (21.8)	$ (98.8)	$ (123.3)	$ (147.7)

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Accumulated Other Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

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)	Net Unrealized
Attributable to The Phoenix Companies, Inc.:	Gains / (Losses)
($ in millions)	on Investments			Net Unrealized			Net
	where Credit-			Gains / (Losses)			Pension
	related OTTI			on All Other			Liability
	was Recognized [1]			Investments [1]			Adjustments			Total
Balance as of December 31, 2011	$	(35.1	)	$	104.0		$	(299.6	)	$	(230.7	)
Change in component during the period before reclassification	27.5			(28.7		)	(0.1		)	(1.3		)
Balance as of September 30, 2012	$	(7.6	)	$	75.3		$	(299.7	)	$	(232.0	)
Balance as of December 31, 2012	$	(6.2	)	$	77.9		$	(321.0	)	$	(249.3	)
Change in component during the period before reclassification	18.3			(23.2		)	3.9			(1.0		)
Amounts reclassified from AOCI	(3.1		)	(10.6		)	5.1			(8.6		)
Balance as of September 30, 2013	$	9.0		$	44.1		$	(312.0	)	$	(258.9	)

———————

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

Reclassification out of Accumulated Other Comprehensive Income

Reclassifications from AOCI consist of the following:

AOCI	Amounts Reclassified from AOCI						Affected Line Item in the Consolidated Statements of Income and Comprehensive Income
($ in millions)	Three Months Ended September 30, 2013			Nine Months Ended September 30, 2013
Net unrealized gains / (losses) on investments where   credit-related OTTI was recognized
Available-for-sale securities	$	2.2		$	4.8		Net realized capital gains (losses)
	2.2			4.8			Total before income taxes
	0.8			1.7			Income tax expense
	$	1.4		$	3.1		Net income (loss)
Net unrealized investment gains / (losses) on   all other investments
Available-for-sale securities	$	14.9		$	16.3		Net realized capital gains (losses)
	14.9			16.3			Total before income taxes
	5.2			5.7			Income tax expense
	$	9.7		$	10.6		Net income (loss)
Net pension liability adjustment
Net gain amortization	$	(2.9	)	$	(8.7	)	Other operating expense
Prior service cost amortization	0.3			0.9			Other operating expense
	(2.6		)	(7.8		)	Total before income taxes
	(0.9		)	(2.7		)	Income tax expense
	$	(1.7	)	$	(5.1	)	Net income (loss)
Total amounts reclassified from AOCI	$	9.4		$	8.6		Net income (loss)

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Contingent Liabilities (Details Narrative) (USD $)				0 Months Ended		0 Months Ended			0 Months Ended
	Sep. 30, 2013 state	Dec. 31, 2012	Sep. 30, 2013 COI Rate Adjustments state	Jun. 05, 2012 Wilmington Savings Fund Society v Phoenix Life and PHL Variable Pending Litigation unnamed_trust	Jun. 05, 2012 United States District Court for the District of Delaware Pending Litigation treaty	Jul. 12, 2013 United States District Court for the Southern District of New York Pending Litigation case claim state	Aug. 26, 2013 United States District Court for the Southern District of New York Pending Litigation claim	Jul. 12, 2013 United States District Court for the Southern District of New York Pending Litigation claim state	Jul. 16, 2014 Subsequent Event	Feb. 12, 2014 Subsequent Event	Jul. 16, 2014 Subsequent Event SEC Cease-and-Desist Order Settled Litigation	Apr. 09, 2014 Subsequent Event United States District Court for the District of Delaware Pending Litigation claim
Loss Contingencies [Line Items]
Litigation Settlement, Amount										$ 375,000	$ 100,000
Litigation Settlement, Penalty Per Filing For First Week In Which Filing Is Delinquent									20,000
Litigation Settlement, Penalty Fee For Each Week After One Week Delinquent									20,000
Litigation Settlement, Penalty Fee Multiplier For Number Of Complete Weeks After One Week									5,000
Loss Contingency, Number of Plaintiffs				60
Loss Contingency, Number of Treaties					1
Loss Contingency, Claims Dismissed, Number												7
Loss Contingency, Pending Claims, Number								2				10
Loss Contingency, Claims Partially Dismissed, Number												2
Loss Contingency, Pending Claims, Number Decertified							1
Loss Contingency, New Claims Filed, Number						4
Loss Contingencies, Complaints to State Insurance Departments, Number of States			7
Loss Contingency, Number of States Issuing Letters Directing to take Remedial Action								2
Number of States to Perform Unclaimed Property Audit	39
Policy liability accruals	40,600,000	45,300,000
Reinsurance recoverable	$ 800,000	$ 700,000

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Unaudited Consolidated Statements of Income and Comprehensive Income (Parenthetical)	0 Months Ended
	Aug. 10, 2012
Income Statement [Abstract]
Reverse stock split	0.05

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Fair Value of Financial Instruments - Changes in Fair Value of Level 3 Financial Liabilities (Details) (Embedded Derivatives, USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Embedded Derivatives
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Balance, beginning of period	$ 77.6		$ 89.3		$ 80.8		$ 84.5
Net purchases/(sales)	4.1		2.2		6.6		6.8
Transfers into Level 3	0		0		0		0
Transfers out of Level 3	0		0		0		0
Realized (gains) losses	(8.9)	[1]	(7.1)	[1]	(14.6)	[1]	(6.9)	[1]
Balance, end of period	$ 72.8		$ 84.4		$ 72.8		$ 84.4

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

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Basis of Presentation and Significant Accounting Policies

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation and Significant Accounting Policies

Basis of Presentation and Significant Accounting Policies

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

Certain prior year amounts have been reclassified to conform to the current year presentation. These financial statements include all adjustments (consisting primarily of accruals) considered necessary for the fair statement of the consolidated balance sheet, consolidated statements of income and comprehensive income, consolidated statements of cash flows and consolidated statements of changes in stockholders’ equity for the interim periods. Certain financial information that is not required for interim reporting has been omitted. Financial results for the three months and nine months ended September 30, 2013 are not necessarily indicative of full year results. Results for the quarter ended and nine months ended September 30, 2013 include $0 and $2.4 million, respectively, of income related to out-of-period adjustments. Such amounts are not material to any period presented. These financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2012 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 estimated gross profits (“EGPs”) and estimated gross margins (“EGMs”) used in the valuation and amortization of assets and liabilities associated with universal life and annuity contracts; policyholder liabilities and accruals; valuation of investments in debt and equity securities: limited partnerships and other investments; valuation of deferred tax assets; pension and other post-employment benefits liabilities; and accruals for contingent liabilities. Actual results could differ from these estimates.

Adoption of new accounting standards

Reporting Amounts Reclassified Out of Accumulated Other Comprehensive Income

In February 2013, the Financial Accounting Standards Board (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 was effective for the first interim or annual reporting period beginning after December 15, 2012 and should be applied prospectively. See Note 14 to these financial statements for the disclosures required by this guidance.

Disclosures about Offsetting Assets and Liabilities

In December 2011 and January 2013, 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. 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 balance sheets and instruments and transactions subject to an agreement similar to a master netting arrangement. This guidance was effective for periods beginning on or after January 1, 2013, with respective disclosures required retrospectively for all comparative periods presented. See Note 11 to these financial statements for the disclosures required by this guidance.

Definition of a Business Entity

In December 2013, the FASB issued updated guidance establishing a single definition of a public entity for use in financial accounting and reporting guidance. This new guidance is effective for all current and future reporting periods and did not have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Accounting standards not yet adopted

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

In June 2013, the FASB issued updated guidance clarifying the characteristics of an investment company and requiring new disclosures. Under the guidance, all entities regulated under the Investment Company Act of 1940 automatically qualify as investment companies, while all other entities need to consider both the fundamental and typical characteristics of an investment company in determining whether they qualify as investment companies. This new guidance is effective for interim or annual reporting periods that begin after December 15, 2013 and should be applied prospectively. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

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

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

Accounting for Troubled Debt Restructurings by Creditors

In January 2014, the FASB issued updated guidance for troubled debt restructurings clarifying when an in substance repossession or foreclosure occurs, and when a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The new guidance is effective for annual periods and interim periods within those annual periods, beginning after December 15, 2014. This guidance can be elected for prospective adoption or by using a modified retrospective transition method. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Accounting for Investments in Qualified Affordable Housing Projects

In January 2014, the FASB issued updated guidance regarding investments in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. Under the guidance, an entity is permitted to make an accounting policy election to amortize the initial cost of its investment in proportion to the tax credits and other tax benefits received and recognize the net investment performance in the statement of operations as a component of income tax expense (benefit) if certain conditions are met. The new guidance is effective for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014, and should be applied retrospectively to all periods presented. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity

In April 2014, the FASB issued updated guidance that changes the criteria for reporting discontinued operations and introduces new disclosures. The new guidance is effective prospectively to new disposals and new classifications of disposal groups as held for sale that occur within annual periods beginning on or after December 15, 2014 and interim periods within those annual periods. Early adoption is permitted for new disposals or new classifications as held for sale that have not been reported in financial statements previously issued. The Company will apply the guidance to new disposals and operations newly classified as held for sale, beginning first quarter of 2015, with no effect on existing reported discontinued operations. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

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

In July 2013, the FASB issued updated guidance regarding the presentation of unrecognized tax benefits when net operating loss carryforwards, similar tax losses, or tax credit carryforwards exist. This new guidance is effective for interim or annual reporting periods that begin after December 15, 2013, and should be applied prospectively, with early application permitted. This guidance is not expected to have a significant effect on the Company’s consolidated financial position, results of operations or financial statement disclosures.

Significant Accounting Policies

Our significant accounting policies are presented in the notes to our consolidated financial statements for the year ended December 31, 2012 contained in the 2012 Form 10-K. There have been no significant changes since the filing of the year-end December 31, 2012 consolidated financial statements discussed above.

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Sales of Available-for-Sale Securities (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012
Debt securities, available-for-sale
Proceeds from sales	$ 328.1	$ 346.5
Proceeds from maturities/repayments	1,182.0	1,527.2
Gross investment gains from sales, prepayments and maturities	31.6	52.3
Gross investment losses from sales and maturities	(3.5)	(11.1)
Equity securities, available-for-sale
Proceeds from sales	3.7	12.6
Gross investment gains from sales	1.3	8.5
Gross investment losses from sales	$ (1.2)	$ (0.4)

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Derivative Instruments (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Derivative [Line Items]
Fair Value Assets	$ 197.2		$ 157.4
Fair Value Liabilities	83.2		45.8
Derivative liabilities contingent receivable	2.5		2.7
Total derivative instruments [Member]
Derivative [Line Items]
Notional Amount	3,759.6		2,135.0
Fair Value Assets	197.2		157.4
Fair Value Liabilities	83.2	[1]	45.8	[1]
Interest rate swaps
Derivative [Line Items]
Notional Amount	160.0		180.0
Fair Value Assets	6.8		15.5
Fair Value Liabilities	7.2	[1]	7.7	[1]
Variance swaps
Derivative [Line Items]
Notional Amount	0.9		0.9
Fair Value Assets	0		0
Fair Value Liabilities	7.3	[1]	4.4	[1]
Swaptions
Derivative [Line Items]
Notional Amount	1,402.0		25.0
Fair Value Assets	22.2		0
Fair Value Liabilities	0	[1]	0	[1]
Put options
Derivative [Line Items]
Notional Amount	406.0		406.0
Fair Value Assets	43.1		72.7
Fair Value Liabilities	0	[1]	0	[1]
Call options
Derivative [Line Items]
Notional Amount	1,623.9	[2]	1,328.4	[3]
Fair Value Assets	107.9	[2]	53.3	[3]
Fair Value Liabilities	68.2	[1],[2]	33.6	[1],[3]
Cross currency swaps
Derivative [Line Items]
Notional Amount	10.0		10.0
Fair Value Assets	0		0
Fair Value Liabilities	0.5	[1]	0.1	[1]
Equity futures
Derivative [Line Items]
Notional Amount	156.8		184.7
Fair Value Assets	17.2		15.9
Fair Value Liabilities	$ 0	[1]	$ 0	[1]

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

[2] Includes a contingent receivable of $2.5 million.

[3] Includes a contingent receivable of $2.7 million.

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Discontinued Operations (Details Narrative) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Discontinued operations assets	$ 45,500,000		$ 45,500,000		$ 53,700,000
Discontinued operations liabilities	39,600,000		39,600,000		48,400,000
PFG Holdings Inc.
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Discontinued operations assets	0		0		0
Discontinued operations liabilities	0		0		0
Discontinued Operation, Provision for Loss (Gain) on Disposal, Net of Tax	0	3,900,000	900,000	4,900,000
Reinsurance Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Discontinued Operation, Provision for Loss (Gain) on Disposal, Net of Tax	$ 400,000	$ 2,100,000	$ 700,000	$ 7,100,000

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Issuer and Counterparty Credit Exposure (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013 issuer counterparty	Dec. 31, 2012
Investments, Debt and Equity Securities [Abstract]
Number of issuers (in issuers)	6
Fixed maturities below-investment-grade assets	$ 915.9	$ 1,039.6
Derivative assets, net of liabilities	114.0
Number of counterparties	11
Debt securities, fair value	211.8
Maximum amount of loss due to credit risk	$ 325.8

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Discontinued Operations

9 Months Ended

Sep. 30, 2013

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

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, 2013 and December 31, 2012.

Net losses of $0 and $3.9 million were recognized during the three months ended September 30, 2013 and 2012, respectively, primarily related to accrued legal fees attributable to these matters. Net losses of $0.9 million and $4.9 million were recognized during the nine months ended September 30, 2013 and 2012, 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 income of $0.4 million and net losses of $0.7 million were recognized during the three and nine months ended September 30, 2013 primarily due to normal run-off activity. Net losses of $2.1 million and $7.1 million were recognized during the three and nine months ended September 30, 2012 as a result of an increase in reserves reported to us by certain ceding companies. See Note 20 to these financial statements for additional discussion on remaining liabilities of our discontinued reinsurance operations.

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Separate Accounts Death Benefits, Other Insurance Benefit Features and Embedded Product Derivatives Separate Account Investments of Account Balances of Variable Annuity Contracts with Guarantees (Details) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Separate Accounts, Death Benefits, Other Insurance Benefit Features And Embedded Product Derivatives [Abstract]
Debt securities	$ 435.7	$ 484.6
Equity funds	1,904.9	1,862.2
Other	65.1	69.6
Total	$ 2,405.7	$ 2,416.4

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Separate Accounts Death Benefits, Other Insurance Benefit Features and Embedded Product Derivatives (Tables)

9 Months Ended

Sep. 30, 2013

Separate Accounts, Death Benefits, Other Insurance Benefit Features And Embedded Product Derivatives [Abstract]

Separate Account Investments of Account Balances of Variable Annuity Contracts with Guarantees

Separate Account Investments of Account Balances of Variable Annuity Contracts	September 30, 2013		December 31, 2012
with Insurance Guarantees:
($ in millions)
Debt securities	$	435.7	$	484.6
Equity funds	1,904.9		1,862.2
Other	65.1		69.6
Total	$	2,405.7	$	2,416.4

Changes in Guaranteed Liability Balances

Changes in Guaranteed Insurance Benefit Liability Balances:	Year Ended
($ in millions)	September 30, 2013
	Annuity			Annuity
	GMDB			GMIB
Liability balance as of January 1, 2013	$	15.9		$	21.7
Incurred	1.9			(2.4		)
Paid	(3.3		)	—
Change due to net unrealized gains or losses included in AOCI	—			(0.1		)
Assumption unlocking	—			—
Liability balance as of September 30, 2013	$	14.5		$	19.2

Changes in Guaranteed Insurance Benefit Liability Balances:	Year Ended
($ in millions)	December 31, 2012
	Annuity			Annuity
	GMDB			GMIB
Liability balance as of January 1, 2012	$	16.4		$	17.6
Incurred	0.6			4.0
Paid	(1.1		)	—
Change due to net unrealized gains or losses included in AOCI	—			0.3
Assumption unlocking	—			(0.2		)
Liability balance as of December 31, 2012	$	15.9		$	21.7

Variable Annuity GMDB Benefits by Type

GMDB and GMIB Benefits by Type:			NAR		Average
($ in millions)	Account		after		Attained Age
	Value		Reinsurance		of Annuitant
September 30, 2013
GMDB return of premium	$	773.4	$	2.6	63
GMDB step up	1,965.2		11.9		63
GMDB earnings enhancement benefit (“EEB”)	35.8		0.1		64
GMDB greater of annual step up and roll up	26.7		5.6		67
Total GMDB at September 30, 2013	2,801.1		$	20.2
Less: General account value with GMDB	408.8
Subtotal separate account liabilities with GMDB	2,392.3
Separate account liabilities without GMDB	958.6
Total separate account liabilities	$	3,350.9
GMIB [1] at September 30, 2013	$	401.5			64
December 31, 2012
GMDB return of premium	$	799.2	$	6.4	62
GMDB step up	1,957.2		25.6		63
GMDB earnings enhancement benefit (“EEB”)	37.5		0.1		63
GMDB greater of annual step up and roll up	26.7		7.4		67
Total GMDB at December 31, 2012	2,820.6		$	39.5
Less: General account value with GMDB	420.6
Subtotal separate account liabilities with GMDB	2,400.0
Separate account liabilities without GMDB	916.5
Total separate account liabilities	$	3,316.5
GMIB [1] at December 31, 2012	$	416.8			64

———————

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

Changes in Guaranteed Liability Balance

Changes in Guaranteed Liability Balances:	Fixed Indexed Annuity
($ in millions)	GMWB & GMDB
	September 30, 2013			December 31, 2012
Liability balance, beginning of period	$	103.6		$	5.6
Incurred	44.9			40.1
Paid	(0.2		)	—
Change due to net unrealized gains or losses included in AOCI	(47.7		)	57.9
Assumption unlocking	—			—
Liability balance, end of period	$	100.6		$	103.6

Changes in Guaranteed Liability Balances:	Universal Life
($ in millions)	Secondary Guarantees
	September 30, 2013			December 31, 2012
Liability balance, beginning of period	$	137.7		$	118.5
Incurred	35.0			30.8
Paid	(11.8		)	(9.5		)
Change due to net unrealized gains or losses included in AOCI	(1.9		)	2.4
Assumption unlocking	—			(4.5		)
Liability balance, end of period	$	159.0		$	137.7

Changes in Additional Liability Balances:	Universal Life
($ in millions)	Profits Followed by Losses
	September 30, 2013			December 31, 2012
Liability balance, beginning of period	$	308.4		$	200.5
Expenses	54.6			46.3
Change due to net unrealized gains or losses included in AOCI	(21.4		)	16.8
Assumption unlocking	—			44.8
Liability balance, end of period	$	341.6		$	308.4

Non-Insurance Guaranteed Product Features

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.

Non-Insurance Guaranteed Product Features:			Average
($ in millions)			Attained
	Account		Age of
	Value		Annuitant
September 30, 2013
GMWB	$	582.9	64
GMAB	388.5		58
COMBO	7.4		62
Total at September 30, 2013	$	978.8
December 31, 2012
GMWB	$	578.4	63
GMAB	390.6		58
COMBO	8.5		62
Total at December 31, 2012	$	977.5

Variable Annuity Embedded Derivative Liabilities

Variable Annuity Embedded Derivative Liabilities:	September 30, 2013			December 31, 2012
($ in millions)
GMWB	$	—		$	15.3
GMAB	4.2			14.6
COMBO	(0.4		)	(0.3		)
Total variable annuity embedded derivative liabilities	$	3.8		$	29.6

XML

Fair Value of Financial Instruments

9 Months Ended

Sep. 30, 2013

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

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.

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, 2013 and December 31, 2012.

Fair Values of Financial Instruments by Level:	As of
($ in millions)	September 30, 2013
	Level 1		Level 2		Level 3			Total
Assets
Available-for-sale debt securities
U.S. government and agency	—		96.0		349.8		[1]	$	445.8
State and political subdivision	—		139.5		238.1			377.6
Foreign government	—		179.1		15.7			194.8
Corporate	—		3,735.3		3,889.9			7,625.2
CMBS	—		625.1		129.7			754.8
RMBS	—		1,156.2		588.7			1,744.9
CDO/CLO	—		—		220.7			220.7
Other asset-backed	—		80.9		268.5			349.4
Total available-for-sale debt securities	—		6,012.1		5,701.1			11,713.2
Available-for-sale equity securities	3.1		—		42.1			45.2
Short-term investments	454.8		—		—			454.8
Derivative assets	17.2		180.0		—			197.2
Fair value investments [2]	31.2		14.0		178.5			223.7
Separate account assets	3,350.9		—		—			3,350.9
Total assets	$	3,857.2	$	6,206.1	$	5,921.7		$	15,985.0
Liabilities
Derivative liabilities	$	—	$	83.2	$	—		$	83.2
Embedded derivatives	—		—		72.8			72.8
Total liabilities	$	—	$	83.2	$	72.8		$	156.0

———————

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

[2] Fair value investments at September 30, 2013 include $133.4 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 $22.6 million as of September 30, 2013. Changes in the fair value of these assets are recorded through net investment income. Additionally, $67.7 million of assets relate to investment holdings of consolidated VIEs held at fair value, $8.6 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, 2013.

	As of
Fair Values of Financial Instruments by Level:	December 31, 2012
($ in millions)	Level 1		Level 2		Level 3			Total
Assets
Available-for-sale debt securities
U.S. government and agency	$	—	$	115.2	$	296.7	[1]	$	411.9
State and political subdivision	—		144.8		212.4			357.2
Foreign government	—		158.5		45.8			204.3
Corporate	—		3,857.7		3,812.3			7,670.0
CMBS	—		792.5		89.7			882.2
RMBS	—		1,062.4		709.3			1,771.7
CDO/CLO	—		—		223.7			223.7
Other asset-backed	—		125.5		309.9			435.4
Total available-for-sale debt securities	—		6,256.6		5,699.8			11,956.4
Available-for-sale equity securities	2.1		—		32.7			34.8
Short-term investments	699.6		—		—			699.6
Derivative assets	15.9		141.5		—			157.4
Fair value investments [2]	30.6		17.6		153.3			201.5
Separate account assets	3,316.5		—		—			3,316.5
Total assets	$	4,064.7	$	6,415.7	$	5,885.8		$	16,366.2
Liabilities
Derivative liabilities	$	—	$	45.8	$	—		$	45.8
Embedded derivatives	—		—		80.8			80.8
Total liabilities	$	—	$	45.8	$	80.8		$	126.6

———————

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

[2] Fair value investments at December 31, 2012 include $126.1 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 $21.9 million as of December 31, 2012. Changes in the fair value of these assets are recorded through net investment income. Additionally, $53.5 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 year ended December 31, 2012.

Available-for-sale debt securities as of September 30, 2013 and December 31, 2012, respectively are reported net of $27.8 million and $34.5 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.

	As of
Fair Values of Corporates by Level and Sector:	September 30, 2013
($ in millions)	Level 1		Level 2		Level 3		Total
Corporates
Consumer	$	—	$	920.5	$	1,598.6	$	2,519.1
Energy	—		433.6		286.6		720.2
Financial services	—		1,491.4		869.3		2,360.7
Technical/communications	—		268.9		84.1		353.0
Transportation	—		90.9		180.0		270.9
Utilities	—		303.1		562.9		866.0
Other	—		226.9		308.4		535.3
Total corporates	$	—	$	3,735.3	$	3,889.9	$	7,625.2

Fair Values of Corporates by Level and Sector:	As of
($ in millions)	December 31, 2012
	Level 1		Level 2		Level 3		Total
Corporates
Consumer	$	—	$	1,160.3	$	1,860.8	$	3,021.1
Energy	—		277.8		142.7		420.5
Financial services	—		1,456.5		762.7		2,219.2
Technical/communications	—		154.7		44.6		199.3
Transportation	—		72.6		156.0		228.6
Utilities	—		506.5		631.8		1,138.3
Other	—		229.3		213.7		443.0
Total corporates	$	—	$	3,857.7	$	3,812.3	$	7,670.0

Level 3 financial assets and liabilities

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

Level 3 Financial Assets:	Three Months Ended September 30, 2013
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	327.9	$	30.4	$	(7.9	)	$	—	$	—		$	—		$	(0.6	)	$	349.8
State and political subdivision	207.9		36.2		(0.6		)	—		(3.3		)	—			(2.1		)	238.1
Foreign government	15.5		—		—			—		—			—			0.2			15.7
Corporate	3,841.8		138.4		(28.7		)	45.2		(1.1		)	(0.7		)	(105.0		)	3,889.9
CMBS	116.3		20.1		(6.6		)	—		—			0.8			(0.9		)	129.7
RMBS	634.1		0.5		(30.4		)	4.7		—			(1.6		)	(18.6		)	588.7
CDO/CLO	231.0		16.3		(7.2		)	—		—			—			(19.4		)	220.7
Other asset-backed	285.1		16.9		(28.0		)	—		(0.9		)	(0.3		)	(4.3		)	268.5
Total available-for-sale   debt securities	5,659.6		258.8		(109.4		)	49.9		(5.3		)	(1.8		)	(150.7		)	5,701.1
Available-for-sale equity securities	35.6		0.1		—			—		—			—			6.4			42.1
Short-term investments	—		—		—			—		—			—			—			—
Fair value investments	171.0		6.5		(4.2		)	—		—			5.2			—			178.5
Total assets	$	5,866.2	$	265.4	$	(113.6	)	$	49.9	$	(5.3	)	$	3.4		$	(144.3	)	$	5,921.7

———————

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

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

Level 3 Financial Assets:	Three Months Ended September 30, 2012
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	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
Total available-for-sale debt securities	5,721.5		106.5		(33.4		)	32.5		(18.8		)	(0.2		)	(62.4		)	5,745.7
Available-for-sale equity securities	36.0		—		—			—		—			(1.5		)	(5.2		)	29.3
Short-term investments	—		—		—			—		—			—			—			—
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 fair value investments which are included in net investment income.

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

Level 3 Financial Assets:	Nine Months Ended September 30, 2013
($ in millions)													Realized &
													unrealized			Unrealized
													gains			gains
	Balance,							Transfers		Transfers			(losses)			(losses)
	beginning							into		out of			included in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	296.7	$	78.8	$	(11.7	)	$	—	$	—		$	—		$	(14.0	)	$	349.8
State and political subdivision	212.4		59.5		(2.2		)	—		—			—			(31.6		)	238.1
Foreign government	45.8		—		—			8.0		(31.3		)	—			(6.8		)	15.7
Corporate	3,812.3		547.1		(60.3		)	95.5		(41.3		)	(2.1		)	(461.3		)	3,889.9
CMBS	89.7		60.3		(9.8		)	—		(8.7		)	(1.2		)	(0.6		)	129.7
RMBS	709.3		1.7		(72.1		)	5.1		—			(3.6		)	(51.7		)	588.7
CDO/CLO	223.7		61.4		(20.1		)	—		—			(0.4		)	(43.9		)	220.7
Other asset-backed	309.9		17.9		(21.4		)	—		(1.3		)	(0.4		)	(36.2		)	268.5
Total available-for-sale debt securities	5,699.8		826.7		(197.6		)	108.6		(82.6		)	(7.7		)	(646.1		)	5,701.1
Available-for-sale equity securities	32.7		5.0		(2.3		)	—		—			—			6.7			42.1
Short-term investments	—		—		—			—		—			—			—			—
Fair value investments	153.3		25.8		(10.2		)	1.3		—			8.3			—			178.5
Total assets	$	5,885.8	$	857.5	$	(210.1	)	$	109.9	$	(82.6	)	$	0.6		$	(639.4	)	$	5,921.7

———————

[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 in			included
	of period		Purchases		Sales			Level 3		Level 3			income [1]			in OCI			Total
Assets
Available-for-sale debt securities
U.S. government and agency [2]	$	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
Total available-for-sale debt securities	5,618.8		535.7		(230.1		)	90.7		(179.2		)	(11.4		)	(78.8		)	5,745.7
Available-for-sale equity securities	29.4		5.6		—			4.8		—			(1.5		)	(9.0		)	29.3
Short-term investments	—		—		—			—		—			—			—			—
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.

Level 3 Financial Liabilities:	Embedded Derivative Liabilities
($ in millions)	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Balance, beginning of period	$	77.6		$	89.3		$	80.8		$	84.5
Net purchases/(sales)	4.1			2.2			6.6			6.8
Transfers into Level 3	—			—			—			—
Transfers out of Level 3	—			—			—			—
Realized (gains) losses [1]	(8.9		)	(7.1		)	(14.6		)	(6.9		)
Balance, end of period	$	72.8		$	84.4		$	72.8		$	84.4

———————

[1] Realized gains and losses are included in net realized investment gains on the consolidated statements of income and 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, default rate or prepayment rate would decrease the fair value of the asset while an increase in recovery rate or reinvestment spread would result in an increase to the fair value of the asset. Yields are a function of the underlying U.S. Treasury rates and asset spreads, and changes in default and recovery rates are dependent on overall market conditions.

The following 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
($ in millions)	September 30, 2013
	Fair		Valuation	Unobservable
	Value		Technique(s)	Input	Range (Weighted Average)
U.S. government and agency	$	349.8	Discounted cash flow	Yield	1.08%-5.40% (3.46%)
State and political subdivision	$	108.0	Discounted cash flow	Yield	2.28%-4.23% (3.55%)
Corporate	$	2,922.9	Discounted cash flow	Yield	1.08%-6.44% (3.34%)
Other asset-backed	$	48.3	Discounted cash flow	Yield	0.8%-4.42% (2.35%)
				Prepayment rate	2%
				Default rate	2.53% for 48 mos then .37% thereafter
				Recovery rate	10% (TRUPS)
Fair value investments	$	5.2	Discounted cash flow	Default rate	0.35%
				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.

Level 3 Assets: [1]	As of
($ in millions)	December 31, 2012
	Fair		Valuation	Unobservable
	Value		Technique(s)	Input	Range (Weighted Average)
U.S. government and agency	$	286.1	Discounted cash flow	Yield	1.46%-5.19% (3.20%)
State and political subdivision	$	107.4	Discounted cash flow	Yield	1.94%-3.53% (2.94%)
Corporate	$	2,888.9	Discounted cash flow	Yield	1.36%-7.82% (3.00%)
CDO/CLO	$	15.5	Discounted cash flow	Prepayment rate	20% (CLOs)
				Default rate	2.55% (CLOs)
				Recovery rate	65% (Loans), 35% (High yield bonds), 45% (investment grade bonds)
				Reinvestment spread	3 mo LIBOR + 400bps (CLOs)
Other asset-backed	$	43.5	Discounted cash flow	Yield	0.5%-9.5% (3.41%)
				Prepayment rate	2%
				Default rate	2.53% for 48 mos then .33% thereafter
				Recovery rate	10% (TRUPS)
Fair value investments	$	5.0	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.

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

Level 3 Liabilities:	As of
($ in millions)	September 30, 2013
	Fair Value		Valuation Technique(s)	Unobservable Input	Range
Embedded derivatives	$	69.0	Budget method	Swap curve	0.22% - 3.46%
(FIA)				Mortality rate	75% of A2000 basic table
				Lapse rate	0.60% - 35.00%
				CSA	3.99%
Embedded derivatives (GMAB / GMWB)	$	3.8	Risk neutral stochastic valuation methodology	Volatility surface	11.46% - 51.22%
				Swap curve	0.14% - 3.88%
				Mortality rate	75% of A2000 basic table
				Lapse rate	0.00% - 60.00%
				CSA	3.99%

Level 3 Liabilities:	As of
($ in millions)	December 31, 2012
	Fair Value		Valuation Technique(s)	Unobservable Input	Range
Embedded derivatives	$	51.2	Budget method	Swap curve	0.21% - 2.50%
(FIA)				Mortality rate	75% of A2000 basic table
				Lapse rate	1.00% - 35.00%
				CSA	4.47%
Embedded derivatives (GMAB / GMWB)	$	29.6	Risk neutral stochastic valuation methodology	Volatility surface	11.67% - 50.83%
				Swap curve	0.36% - 3.17%
				Mortality rate	75% of A2000 basic table
				Lapse rate	0.00% - 60.00%
				CSA	4.47%

Level 3 Assets and Liabilities by Pricing Source:	As of
($ in millions)	September 30, 2013
	Internal [1]		External [2]		Total
Assets
Available-for-sale debt securities
U.S. government and agency [3]	$	349.8	$	—	$	349.8
State and political subdivision	108.0		130.1		238.1
Foreign government	—		15.7		15.7
Corporate	2,922.9		967.0		3,889.9
CMBS	—		129.7		129.7
RMBS	—		588.7		588.7
CDO/CLO	—		220.7		220.7
Other asset-backed	48.3		220.2		268.5
Total available-for-sale debt securities	3,429.0		2,272.1		5,701.1
Available-for-sale equity securities	—		42.1		42.1
Short-term investments	—		—		—
Fair value investments	5.2		173.3		178.5
Total assets	$	3,434.2	$	2,487.5	$	5,921.7
Liabilities
Embedded derivatives	$	72.8	$	—	$	72.8
Total liabilities	$	72.8	$	—	$	72.8

———————

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

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

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

Level 3 Assets and Liabilities by Pricing Source:	As of
($ in millions)	December 31, 2012
	Internal [1]		External [2]		Total
Assets
Available-for-sale debt securities
U.S. government and agency [3]	$	286.1	$	10.6	$	296.7
State and political subdivision	107.4		105.0		212.4
Foreign government	—		45.8		45.8
Corporate	2,888.9		923.4		3,812.3
CMBS	—		89.7		89.7
RMBS	—		709.3		709.3
CDO/CLO	15.5		208.2		223.7
Other asset-backed	43.5		266.4		309.9
Total available-for-sale debt securities	3,341.4		2,358.4		5,699.8
Available-for-sale equity securities	—		32.7		32.7
Short-term investments	—		—		—
Fair value investments	5.0		148.3		153.3
Total assets	$	3,346.4	$	2,539.4	$	5,885.8
Liabilities
Embedded derivatives	$	80.8	$	—	$	80.8
Total liabilities	$	80.8	$	—	$	80.8

———————

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

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

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

Financial instruments not carried at fair value

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

Carrying Amounts and Fair Values		As of				As of
of Financial Instruments:	Fair Value	September 30, 2013				December 31, 2012
($ in millions)	Hierarchy	Carrying		Fair		Carrying		Fair
	Level	Value		Value		Value		Value
Financial assets:
Policy loans	Level 3	$	2,329.9	$	2,317.9	$	2,354.7	$	2,342.8
Cash and cash equivalents	Level 1	492.8		492.8		246.4		246.4
Financial liabilities:
Investment contracts	Level 3	$	3,328.6	$	3,323.4	$	3,040.7	$	3,045.9
Surplus notes	Level 3	126.1		93.3		126.1		95.0
Senior unsecured bonds	Level 2	252.7		234.0		252.7		217.1

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Share-Based Payment - Narrative (Details) (USD $) In Millions, except Share data, unless otherwise specified		9 Months Ended	3 Months Ended
	Sep. 30, 2013	Sep. 30, 2013 Stock Options	Sep. 30, 2013 Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding exercisable stock options		85,344
Weighted-average exercise price of stock options		$ 191.22
Stock options granted during period		0
Restricted stock units awarded			3,641
Time-Vested restricted stock units outstanding			82,567
Weighted average grant price of time-vested restricted stock units			$ 48.40
Performance-Vested restricted stock units outstanding			17,024
Weighted average grant price of performance-vested restricted stock units			$ 55.07
Liability awards accrued	$ 3.3