8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 4, 2009

The Phoenix Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16517	06-1599088
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One American Row, Hartford, CT	06102 -5056
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (860) 403-5000

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

The following discussion may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These include statements relating to trends in, or representing management’s beliefs about, our future strategies, operations and financial results, as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “should” and other similar expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning trends and future developments and their potential effects. They are not guarantees of future performance. Actual results may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our other filings with the SEC. We undertake no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 2.02 Results of Operations and Financial Condition.

On August 4, 2009, The Phoenix Companies, Inc. (the “Company”) updated information on its web site intended to answer questions about the Company’s financial strength, investment portfolio and liquidity. The information is presented in a slide deck, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This slide deck may be used by the Company in various other presentations to investors, analysts and others. Exhibit 99.1 speaks only as of June 30, 2009 and the Company undertakes no obligation to update this information.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits

The following exhibit is furnished herewith:

99.1 The Phoenix Companies, Inc. Investment Portfolio Supplement dated as of June 30, 2009

* * * * *

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE PHOENIX COMPANIES, INC.
Date: August 4, 2009	By:	/s/ Peter A. Hofmann
		Name:	Peter A. Hofmann
		Title:	Senior Executive Vice President
			and Chief Financial Officer

EX-99.1

1

As of June 30, 2009

The Phoenix Companies, Inc.

Investment Portfolio Supplement

Exhibit 99.1

2

Important disclosures

This presentation may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 which, by

their

nature,

are

subject

to

risks

and

uncertainties.

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

include

statements

relating

to

trends

in,

or

representing

management’s

beliefs

about,

our

future

transactions,

strategies,

operations

and

financial

results,

as

well

as

other

statements

including

words

such

as

“anticipate,”

“believe,”

“plan,”

“estimate,”

“expect,”

“intend,”

“may,”

“should”

and

other

similar

expressions.

Forward-looking

statements

are made based upon our current expectations and beliefs concerning trends and future developments and their potential effects on the

company.

They

are

not

guarantees

of

future

performance.

Our

actual

business,

financial

condition

and

results

of

operations

may

differ

materially

from

those

suggested

by

forward-looking

statements

as

a

result

of

risks

and

uncertainties,

which

include,

among

others:

(i)

unfavorable

general

economic

developments

including,

but

not

limited

to,

specific

related

factors

such

as

the

performance

of

the

debt

and

equity markets and changes in interest rates; (ii) the effect of

continuing adverse capital and credit market conditions on our ability to meet our

liquidity needs, our access to capital and our cost of capital; (iii) the possibility of losses due to defaults by others including, but not limited to,

issuers of fixed income securities; (iv) changes in our investment valuations based on changes in our valuation methodologies, estimations and

assumptions; (v) the effect of guaranteed benefits within our products; (vi) the consequences related to variations in the amount of our statutory

capital due to factors beyond our control; (vii) downgrades in our debt or financial strength ratings; (viii) the possibility that mortality rates,

persistency

rates,

funding

levels

or

other

factors

may

differ

significantly

from

our

pricing

expectations;

(ix)

the

availability,

pricing

and

terms

of

reinsurance

coverage

generally

and

the

inability

or

unwillingness

of

our

reinsurers

to

meet

their

obligations

to

us

specifically;

(x)

our

dependence

on

non-affiliated

distributors

for

our

product

sales;

(xi)

our

dependence

on

third

parties

to

maintain

critical

business

and

administrative

functions;

(xii)

our

ability

to

attract

and

retain

key

personnel

in

a

competitive

environment;

(xiii)

the

strong

competition

we

face

in

our

business

from

banks,

insurance

companies

and

other

financial

services

firms;

(xiv)

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;

(xv)

the

potential

need

to

fund

deficiencies

in

our

Closed

Block;

(xvi)

tax

developments that may affect us directly, or indirectly through the cost of, the demand for or profitability of our products or services; (xvii) the

possibility that the actions and initiatives of the U.S. Government, including those that we elect to participate in, may not improve adverse

economic

and

market

conditions

generally

or

our

business,

financial

condition

and

results

of

operations

specifically

(xviii)

other

legislative

or

regulatory developments; (xix)

legal or regulatory actions; (xx) changes in accounting standards; (xxi)

the potential effects of the spin-off of our

former asset management subsidiary; (xxii) the potential effect of a material weakness in our internal control over financial reporting on the

accuracy

of

our

reported

financial

results;

(xxiii)

the

risks

related

to

a

man-made

or

natural

disaster;

and

(xxiv)

other

risks

and

uncertainties

described herein or in any of our filings with the SEC. 

This information is provided as of June 30, 2009.  We undertake no obligation to update or revise publicly any forward-looking statement,

whether as a result of new information, future events or otherwise.

3

Table of contents

Summary

4

Invested Assets

5

Historical Portfolio Ratings

6 -

7

Bond Portfolio

8

Financial Sector Holdings

9

Structured Securities Portfolio

10

Realized Credit Impairment Losses

11

Unrealized Losses

12 -

13

Commercial Mortgage-Backed Securities (CMBS)

14 -

15

Residential Mortgage-Backed Securities (RMBS)

16 -

23

Collateralized Debt Obligations (CDO) Holdings

24

Appendix:

25 -

28

Phoenix Life Insurance Company (PLIC) Closed Block

Page(s)

4

Summary

>

Well diversified and liquid general account investment portfolio, managed by a team with a successful

track record of investing over a variety of market cycles, following a disciplined monitoring process

>

Approximately 90% of bond investments are investment grade. Emphasis is on liquidity with 71% of

bonds invested in public securities

>

Strict limits on individual financial exposures that mitigate our loss potential to any one particular

entity; as a result, we have limited exposure to the financial institutions that have been in the news

>

Net

unrealized

losses

improved

by

$502

million

during

the

second

quarter.

Approximately

67%

of

unrealized losses are rated investment grade

>

Residential mortgage-backed securities exposure is high quality and diversified. Exposure is

concentrated in agency and prime-rated securities with only 2.2% of invested assets in Alt-A and

subprime investments of which 86% is rated AAA and AA

>

Commercial mortgage exposure is in highly rated commercial mortgage-backed securities with

minimal direct loan or real estate holdings

>

No

subprime

collateralized

debt

obligations

(CDO)

exposure.

CDO

holdings

are

backed

by

bank

loans, investment grade bonds and commercial mortgage-backed securities

>

No credit default swap (CDS) exposure

5

Portfolio comprised primarily of

fixed income securities

Bonds $10,053

75%

Policy Loans $2,647

19%

Cash & Cash Equivalents

$138

1%

Venture Capital

$180

1%

Stock

$24

0%

Mortgages & Real Estate

$49

0%

Other Invested Assets

$509

4%

Invested Assets:  $13.6 Billion

$ in millions

Market value as of June 30, 2009

6

High quality portfolio

Percentages based on GAAP Value

As of June 30, 2009

29.1

29.6

27.5

25.6

Private Bonds

70.4

41.0

59.0

8.2

91.8%

2008

70.9

42.0

58.0

10.5

89.5%

2Q 2009

72.5

74.4

Public Bonds

35.3

27.5

Percentage of BIG in NAIC 4-6

64.7

72.5

Percentage of BIG in NAIC 3

7.7

8.3

Below Investment Grade (BIG) Bonds

92.3%

91.7%

Investment Grade Bonds

2006

2007

7

Rating downgrades of asset-backed

securities

>

Rating agency downgrade activity dominated the market in 2008 and early in 2009

>

88%

of

the

Phoenix

ABS,

RMBS,

and

CMBS

portfolio

are

Aaa/AAA

and

Aa/AA

>

The Phoenix portfolio held up well despite the challenging markets

2009

Twelve

Month

Ratings

Transition

Data

-

%

of

ABS,

CMBS,

RMBS

Downgraded

Based on # of issues

Source:  Moody’s June 2009 Structured Rating Transitions, S&P Structured Finance Rating Transition as of June, 2009

44%

60%

58%

57%

32%

21%

31%

35%

21%

23%

13%

9%

Aaa/AAA

Aa/AA

A/A

Baa/BBB

Moody's

S & P

Phoenix

8

Bond portfolio diversified by sector

U.S. Corporates

57%

Foreign Corporates

8%

ABS

23%

Emerging Markets

5%

$ in millions

Market value as of June 30, 2009

1

Includes

$175.7

million

of

Home

Equity

Asset

Backed

Securities

also

included

in

the

RMBS

exhibits

Below Investment Grade Bonds

RMBS

7%

4.1

415

Utilities

2.2

223

CDO/CLO

11.2

1,129

U.S. Treasuries / Agencies

14.4

1,450

Financials

14.1

1,412

Foreign Corporates

Bond Portfolio

100.0%

$10,053

Total

1.1

113

Emerging Markets

1.7

173

Taxable Municipals

4.1

407

Asset Backed Securities

1

As of June 30, 2009

9.8

981

Commercial MBS

14.6

1,464

Residential MBS

$2,286

22.7%

Industrials

Bonds by Rating

NAIC 1

59.1%

NAIC 2

30.4%

NAIC 3 & Lower

10.5%

9

Diverse financial sector holdings

56.3

0.3

36.6

45.2

Consumer Finance

58.2%

10.6%

$1,450.1

$1,741.0

Total

-

-

0.7

0.7

Project Finance

56.2

1.5

199.6

220.0

REITS

55.8

0.7

95.2

95.6

Leasing/Rental

61.9

2.4

331.0

375.7

Insurance

46.0

1.7

238.7

344.6

Diversified Financial

50.1

0.5

61.5

78.3

Commercial Finance

54.9

0.7

98.2

107.1

Broker-Dealer

66.4%

2.8%

$388.6

$473.8

Bank

Book

Value

Market

Value

% General

Account

% in Closed

Block

Sector

As of June 30, 2009

Percentages based on market value

$ in millions

10

High quality structured

securities portfolio

>

Structured portfolio is approximately 90% investment grade

>

RMBS (48%) and CMBS (32%) dominate the structured portfolio

AAA

75.5%

B or less –

5.8%

BBB –

6.0%

AA –

5.2%

A –

2.8%

BB –

4.7%

1

Includes $22.5 million of CMBS CDOs

Market value as of June 30, 2009

$ in millions

7.3%

222.9

CDO/CLO

1

1.0%

30.8

Aircraft Equipment Trust

Structured Securities Portfolio

100.0%

$3,074.1

Total

0.5%

15.8

Auto Loans

As of June 30, 2009

1.3%

40.1

Manufactured Housing

31.9%

980.8

Commercial MBS

5.7%

175.7

Home Equity

4.7%

144.1

Other ABS

$ 1,463.9

47.6%

Residential MBS

11

Moderation in credit impairments

As of June 30, 2009

$ in millions

$137.7

8.2

$129.5

5.7

75.7

1.7

19.0

17.5

8.2

$1.7

4Q 2008

$38.3

6.9

$31.4

3.8

19.5

-

2.6

0.7

3.6

$1.2

1Q 2009

$20.9

1.8

$19.1

-

4.6

-

7.1

5.4

1.6

$0.4

2Q 2009

Total Debt

Schedule BA

Total Credit Impairments

Other ABS/MBS

Corporate

CMBS

CLO/CDO

Subprime RMBS

Alt-A RMBS

Prime RMBS

GAAP Credit Impairments

12

Improved net unrealized loss position

1

All Other –

Corporates, RMBS, Other ABS, Foreign

As of June 30, 2009

$ in millions

$(1,645.2)

(388.9)

(192.3)

(410.6)

(160.9)

(214.4)

(155.4)

$(122.7)

December 31, 2008

$ (1,574.6)

(294.4)

(185.7)

(469.9)

(160.7)

(154.7)

(199.6)

$ (109.6)

March 31, 2009

$501.9

$(1072.7)

Total

171.7

(122.7)

All Other

1

68.8

(116.9)

All Other High Yield

179.1

(290.9)

Financial

29.7

(131.0)

CMBS

8.4

(146.3)

CDO/CLO

34.4

(165.1)

Subprime/Alt-A

$9.8

$(99.8)

RMBS Prime

2Q 2009

Change

June 30, 2009

13

Gross unrealized losses concentrated

in investment grade issues

Market value as of June 30, 2009

$ in millions

$477.7

$353.4

$221.8

$96.9

$49.6

$46.1

NAIC 1

NAIC 2

NAIC 3

NAIC 4

NAIC 5

NAIC 6

14

Well constructed CMBS portfolio

Phoenix CMBS Portfolio

>

High levels of credit enhancement

>

Excellent credit characteristics vs.

market

>

Avoided 2006 and 2007 aggressive

underwriting

48 months

69.4%

5.92%

64%

29%

26%

Market

1

6.87%

Weighted average coupon

70.0%

Weighted average LTV

29%

Weighted average credit

enhancement

88 months

Weighted average loan age

27%

Interest Only (I/O) loans

38%

Weighted average credit

enhancement (U.S. Treasury

defeasance adjusted)

Phoenix

1

Sources: Barclays CMBS Index, Trepp

As of June 30, 2009

15

AAA

$44.4

$56.2

$33.1

$717.7

$851.4

84.9%

AA

3.3

5.7

9.0

48.8

66.8

6.7

A

7.3

2.6

8.5

51.1

69.5

6.9

BBB

-

0.9

0.9

13.4

15.2

1.5

Below BBB

-

-

0.4

-

0.4

-

Total

$55.0

$65.4

$51.9

$831.0

$1,003.3

% Yr of Issue

5.5%

6.5%

5.2%

82.8%

Highly rated, seasoned

CMBS portfolio

>

$1.0 billion in market value

>

$168 million Government guaranteed

>

84.8% AAA and less than 2% BBB or

below

>

88% 2005 and prior origination

>

Only 2% in CMBS CDO’s

Market value as of June 30, 2009

Percentages based on market value

$ in millions

2007

2006

2005

2004 & Prior

AAA

AA

A

BBB

Below BBB

$55.0

$65.4

$51.9

$831.0

2007

2006

2005

2004 and Prior

Total

% by Rating

Year of Issue

16

High quality,diversified RMBS portfolio

As of June 30, 2009

Percentages based on market value

$ in millions

3.1%

1.2%

10.6%

7.3%

-

BB &

Below

2.7%

0.2%

3.9%

90.1%

12.0%

$1,639.6

$1,876.1

Total

8.6%

-

4.4%

85.8%

1.0%

132.2

199.0

Subprime

5.9%

1.9%

15.7%

65.9%

1.2%

164.0

262.3

Alt-A

5.3%

0.2%

7.3%

79.9%

3.2%

438.0

537.8

Prime

-

-

-

100.0%

6.6%

$905.4

$877.0

Agency

BBB

A

AA

AAA

% General

Account

Market

Value

Book

Value

Rating

17

Well constructed RMBS portfolio

27.6

89.3

66.9

90.2

1.0

Subprime

34.0

100.0

68.5

81.6

1.2

Alt-A

3.2%

% of General

Account

Non-Agency

Prime

84.1%

% of Portfolio

Originated in 2005

& Prior

87.2%

% Rated AAA

& AA

91.0%

% of Portfolio

Backed by

Fixed Rate

Collateral

47.0%

% of Market

Backed by

Fixed Rate

Collateral

Market value as of June 30, 2009

Source: JP Morgan MBS Research, Bank of America/Merrill Lynch Credit Round-up

18

RMBS delinquencies

better than market

As of June 30, 2009

Source: JP Morgan MBS Research 60+ day

7.4%

24.8%

41.5%

3.5%

18.1%

13.6%

Non-Agency Prime

Alt-A

Subprime

Market

Phoenix

19

AAA

-

$19.9

$68.5

$261.3

$349.7

79.9%

AA

-

2.9

5.6

23.6

32.1

7.3

A

-

-

0.4

0.3

0.7

0.2

BBB

-

14.6

1.9

6.9

23.4

5.3

Below BBB

12.6

19.5

-

-

32.1

7.3

Total

$12.6

$56.9

$76.4

$292.1

$438.0

% Yr of Issue

2.9%

13.0%

17.4%

66.7%

High quality, seasoned non-agency

prime RMBS holdings

>

$438.0 million market value

>

80% AAA rated

>

84% 2005 and prior origination

>

91% fixed rate

>

100% of 2007 originations are

super senior classes

As of June 30, 2009

Percentages based on market value

$ in millions

2007

2006

2005

2004 and Prior

AAA

AA

A

BBB

Below BBB

$12.6

$56.9

$76.4

2007

2006

2005

2004 and Prior

Total

% by Rating

$292.1

Year of Issue

20

Well constructed non-agency prime

RMBS holdings

As of June 30, 2009

Source:

JP

Morgan

MBS

Research

–

June

2009,

Bloomberg

Market

Phoenix

Weighted average credit enhancement

4.97%

9.62%

Weighted average 60+ day delinquent loan

7.37%

3.51%

Phoenix prime portfolio loss coverage: using 25% loss severity

2.7x

10.8x

21

AAA

$2.7

$30.9

$35.5

$39.0

$108.1

65.9%

AA

-

-

-

25.8

25.8

15.7

A

-

-

0.6

2.5

3.1

1.9

BBB

-

4.0

-

5.5

9.5

5.9

BB & Below

-

14.1

2.8

0.6

17.5

10.6

Total

$2.7

$49.0

$38.9

$73.4

$164.0

% Yr of Issue

1.6%

29.9%

23.7%

44.8%

High quality, seasoned non-agency

Alt-A RMBS holdings

>

$164 million market value

>

82% AAA or AA rated

>

69% 2005 and prior originations

2007

2006

2005

2004 and Prior

AAA

AA

A

BBB

Below BBB

Market value as of June 30, 2009

Percentages based on market value

$ in millions

$2.7

$49.0

$38.9

$73.4

2007

2006

2005

2004 and Prior

Total

% by Rating

Year of Issue

22

Well constructed non-agency Alt-A

RMBS portfolio

As of June 30, 2009

Sources:

JP

Morgan

MBS

Research

–

June

2009

Bank

of

America/Merrill

Lynch

–

June

2009

Option ARM

32%

0.1%

Alt-A ARM

35%

-

Alt-A Fixed

33%

99.9%

60+ Delinquent

24.8%

13.6%

Alt-A Market

Phoenix

23

AAA

$20.8

$13.8

$42.9

$35.9

$113.4

85.8%

AA

1.7

-

1.1

3.0

5.8

4.4

A

-

-

-

-

-

-

BBB

5.4

0.8

-

5.2

11.4

8.6

Below BBB

-

1.3

0.1

0.2

1.6

1.2

Total

$27.9

$15.9

$44.1

$44.3

$132.2

% Yr of Issue

21.1%

12.0%

33.3%

33.6%

High quality non-agency subprime

RMBS portfolio

>

$132.2 million market value

>

90.2% rated AAA or AA

>

Phoenix 60+ day delinquent

18.1% vs. 41.5% for the subprime                   

market

>

Phoenix weighted average credit                

support is 33.9%

2007

2006

2005

2004 and Prior

AAA

AA

A

BBB

Below BBB

$ in millions

As of June 30, 2009

Percentages based on market value

Source: JP Morgan MBS Research June 2009

$27.9

$15.9

$44.1

$44.3

2007

2006

2005

2004 and Prior

Total

% by Rating

Year of Issue

24

Diversified CDO holdings

As of June 30, 2009

Percentages based on market value

$ in millions

25.3%

-

1.7%

-

56.5%

24.9%

BB &

Below

24.3%

4.3%

34.7%

35.0%

0.2%

22.5

58.1

CMBS

32.2%

24.5%

12.3%

5.7%

1.6%

$222.9

$373.0

Total

-

-

-

-

-

-

-

RMBS

100.0%

-

-

-

-

3.8

3.9

High-Yield Debt

11.2%

-

32.3%

-

0.1%

22.6

35.3

Inv Grade Debt

34.4%

30.9%

7.1%

2.7%

1.3%

$174.0

$275.7

Bank Loans

BBB

A

AA

AAA

% General

Account

Market

Value

Book

Value

Collateral

Appendix

26

PLIC Closed Block investments

primarily fixed income

Bonds $6,124

78%

Policy Loans $1,414

18%

Cash & Cash Equivalents

$17   0%

Venture Capital

$168   2%

Stock

$8

0%

Mortgages & Real Estate

$7

0%

Other Invested Assets

$137

2%

Invested Assets:  $7.9 Billion

$ in millions

Market value as of June 30, 2009

27

PLIC Closed Block portfolio

high quality

Percentages based on GAAP Value

As of June 30, 2009

32.1

67.9

36.1

63.9

6.4

93.6%

2008

32.2

67.8

37.2

62.8

8.3

91.7%

2Q 2009

30.7

28.7

Private Bonds

69.3

71.3

Public Bonds

32.4

23.4

Percentage of BIG in NAIC 4-6

67.6

76.6

Percentage of BIG in NAIC 3

6.8

7.4

Below Investment Grade (BIG) Bonds

93.2%

92.6%

Investment Grade Bonds

2006

2007

28

PLIC Closed Block portfolio

diversified

U.S. Corporates

60%

Foreign Corporates

10%

ABS

16%

Emerging Markets

8%

$ in millions

Market value as of June 30, 2009

Below Investment Grade Bonds

4.8

293.8

Utilities

12.2

746.0

Commercial MBS

13.7

841.3

Foreign Corporates

Bond Portfolio

Phoenix Closed Block

100.0%

$6,123.6

Total

1.8

107.9

Emerging Markets

2.1

126.2

Taxable Municipals

3.2

199.9

Asset Backed Securities

As of June 30, 2009

7.8

477.0

U.S. Treasuries / Agencies

15.2

931.5

Residential MBS

13.8

843.3

Financials

$1,556.7

25.4%

Industrials

Bonds by Rating

AAA/AA/A

60.8%

BBB

30.9%

BB & Lower

8.3%

RMBS

6%