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): February 10, 2011

The Phoenix Companies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16517	06-1599088
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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:

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

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

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

o      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 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,” “may,” “should” and other similar words or expressions.  Forward-looking stat ements 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, those risks and uncertainties described in any of our other 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 re flect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this discussion, 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 discussion, such statements or disclosures will be deemed to modify or supersede such statements in this discussion.

Item 2.02 Results of Operations and Financial Condition.

On February 10, 2011, The Phoenix Companies, Inc. (the “Company”) updated information on its web site intended to answer questions about the Company’s investment portfolio.  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 December 31, 2010 and the Company undertakes no obligation to update this information.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibit

The following exhibit is furnished herewith:

99.1The Phoenix Companies, Inc. Investment Portfolio Supplement dated as of December 31, 2010

* * * * *

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:  February 10, 2011	By:	/s/ Peter A. Hofmann
		Name:	Peter A. Hofmann
		Title:	Senior Executive Vice President
			and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

1

As of December 31, 2010

The Phoenix Companies, Inc.
Investment Portfolio Supplement

2

Important disclosures

This presentation 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,” “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 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 potential adverse affect of interest rate fluctuations on our business and results of operations; (iii) the effect of adverse capital and credit market
conditions on our ability to meet our liquidity needs, our access to capital and our cost of capital; (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) potential exposure to unidentified or
unanticipated risk that could adversely affect our businesses or result in losses; (vii) the consequences related to variations in the amount of our statutory
capital due to factors beyond our control; (viii) the possibility that we not be successful in our efforts to implement a new business plan; (ix) 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; (x) further downgrades in our debt or financial strength ratings; (xi) the possibility that mortality rates, persistency rates, funding levels or other
factors may differ significantly from our assumptions used in pricing products; (xii) the possibility of losses due to defaults by others including, but not limited to,
issuers of fixed income securities; (xiii) the availability, pricing and terms of reinsurance coverage generally and the inability or unwillingness of our reinsurers
to meet their obligations to us specifically; (xiv) our ability to attract and retain key personnel in a competitive environment; (xv) our dependence on third parties
to maintain critical business and administrative functions; (xvi) the strong competition we face in our business from banks, insurance companies and other
financial services firms; (xvii) 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; (xviii) the potential need to fund
deficiencies in our closed block; (xix) tax developments that may affect us directly, or indirectly through the cost of, the demand for or profitability of our
products or services; (xx) 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; (xxi) legislative or regulatory
developments; (xxii) regulatory or legal actions; (xxiii) potential future material losses from our discontinued reinsurance business; (xxiv) changes in accounting
standards; (xxv) the potential impact of a material weakness in our internal control over financial reporting on the accuracy of our reported financial results,
investor confidence and our stock price;(xxvi) the risks related to a man-made or natural disaster; (xxvii) risks related to changing climate conditions; and
(xxviii) other risks and uncertainties described herein or in any of our filings with the SEC.

This information is provided as of December 31, 2010.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 presentation, 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 presentation, such statements or disclosures will be deemed to modify or supersede such statements in this presentation.

3

Table of contents

4

Summary

>General account investment portfolio is well diversified and liquid; managed by a team with a
successful track record of investing over a variety of market cycles, following a disciplined monitoring
process

>91% 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 loss potential to any one particular entity; as
a result, there is limited exposure to the financial institutions that have been in the news

>Net unrealized gains of $266 million versus net unrealized losses of $325 million at year-end 2009

>Residential mortgage-backed securities (RMBS) exposure is high quality and diversified. Exposure is
concentrated in agency and prime-rated securities with only 3% of invested assets in Alt-A and
subprime investments

>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

As of December 31, 2010

5

Portfolio comprised
primarily of fixed income securities

Bonds $10,894

76%

Policy Loans $2,386

17%

Total Invested Assets:$14.3 Billion

$ in millions

Market value as of December 31, 2010

6

Portfolio quality improved

Percentages based on GAAP Value

As of December 31, 2010

	4Q09	1Q10	2Q10	3Q10	4Q10
Investment Grade Bonds	89.2%	89.9%	90.9%	91.0%	91.3%
Below Investment Grade (BIG) Bonds	10.8	10.1	9.1	9.0	8.7
Percentage of BIG in NAIC 3	57.9	53.8	55.1	59.0	49.5
Percentage of BIG in NAIC 4-6	42.1	46.2	44.9	41.0	50.5
Corporate
Investment Grade	89.6	90.3	91.0	91.1	91.2
Below Investment Grade	10.4	9.7	9.0	8.9	8.8
Structured
Investment Grade	88.6	89.6	90.7	91.0	91.3
Below Investment Grade	11.4	10.4	9.3	9.0	8.7

7

$ in millions

Market value as of December 31, 2010

1 Includes $216.1 million of Home Equity Asset Backed Securities also included in the RMBS exhibits

2 Includes $33.9 million of CMBS CDO’s also included in the CMBS exhibits

Bond portfolio diversified by sector

U.S. Corporates

58%

Foreign Corporates

7%

ABS5%

Emerging Markets

3%

Below Investment Grade (BIG) Bonds

by Sector

RMBS

5%

As of December 31, 2010	Market Value	% of Total
Industrials	$2,443.2	22.4%
Residential MBS1	1,994.7	18.3
Foreign Corporates	1,590.9	14.6
Financials	1,467.5	13.5
Commercial MBS	1,148.4	10.5
U.S. Treasuries / Agencies	762.3	7.0
Utilities	493.3	4.5
Asset Backed Securities	430.0	4.0
CBO/CDO/CLO2	251.6	2.3
Municipals	218.7	2.0
Emerging Markets	93.2	0.9
Total	$10,893.8

Bonds by Rating

NAIC 1

58.9%

NAIC 2

32.4%

NAIC 3 & Lower
(BIG)

8.7%

CDO/CLO

18%

CMBS 4%

8

Diverse financial sector holdings

Sector	Book Value	Market Value	% General Account	% in Closed Block
Bank	$447.0	$436.4	3.1%	67.4%
Broker-Dealer	91.1	92.2	0.6	48.4
Commercial Finance	53.2	52.7	0.4	44.7
Consumer Finance	41.8	43.1	0.3	68.7
Diversified Financial	257.7	208.9	1.5	48.1
Insurance	347.1	361.1	2.5	65.8
Leasing/Rental	80.0	89.2	0.6	63.4
REITS	174.4	183.5	1.3	63.8
Project Finance	0.4	0.4	-	-
Total	$1,492.7	$1,467.5	10.3%	61.6%

$ in millions

As of December 31, 2010

Percentages based on market value

9

High quality
structured securities portfolio

>Structured portfolio is 91% investment grade

>RMBS (46.5%) and CMBS (30.0%) dominate the structured portfolio

AAA

69.2%

B or less - 5.4%

BBB - 5.9%

AA - 6.4%

A - 9.8%

BB - 3.3%

$ in millions

Market value as of December 31, 2010, Quality rating breakdown based on NAIC ratings

1 Includes $33.9 million of CMBS CDOs

As of December 31, 2010	Market Value	% of Total
Residential MBS	$ 1,778.6	46.5%
Commercial MBS	1,148.4	30.0
CBO/CDO/CLO1	251.6	6.6
Other ABS	221.8	5.8
Home Equity	216.1	5.7
Auto Loans	122.3	3.2
Aircraft Equipment Trust	47.6	1.2
Manufactured Housing	38.3	1.0
Total	$3,824.7

10

Moderation in credit impairments

GAAP Credit Impairments

	4Q09	1Q10	2Q10	3Q10	4Q10
Prime RMBS	$0.6	$0.7	$1.9	-	$1.6
Alt-A RMBS	6.6	4.6	2.4	0.5	2.5
Subprime RMBS	0.2	0.1	-	-	1.5
CLO/CDO	3.8	5.5	3.4	3.6	3.5
CMBS	1.5	1.4	0.7	2.9	1.7
Corporate	15.0	1.9	1.7	1.1	-
Other ABS/MBS	4.5	-	2.1	3.7	-
Total Debt	$32.2	$14.2	$12.2	$11.8	$10.8
Schedule BA	0.4	-	-	-	-
Equity	1.7	0.3	0.2	0.1	-
Total Credit Impairments	$34.3	$14.5	$12.4	$11.9	$10.8

$ in millions

As of December 31, 2010

11

Portfolio in a gain position

$ in millions

1 All Other - Corporates, RMBS Agency, Other ABS, Foreign, US Government

	December 31, 2009	December 31, 2010	Y/Y Change
RMBS Prime	$(74.1)	$(21.2)	$52.9
Subprime/Alt-A	(105.0)	(58.5)	46.5
CDO/CLO	(89.6)	(47.9)	41.7
CMBS	(49.8)	24.5	74.3
Financial	(144.1)	(25.2)	118.9
All Other High Yield	(41.7)	0.9	42.6
All Other1	179.5	393.5	214.0
Total	$(324.8)	$266.1	$590.9

12

Well constructed CMBS portfolio

Phoenix CMBS Portfolio

>High levels of credit enhancement

>Excellent credit characteristics vs.
market

>Avoided 2006 and 2007 aggressive
underwriting

	Market1	Phoenix
Weighted average credit enhancement	26%	29%
Weighted average credit enhancement (U.S. Treasury defeasance adjusted)	28%	34%
Interest Only (I/O) loans	67%	31%
Weighted average coupon	5.76%	6.32%
Weighted average loan age	63 months	89 months
60+ Delinquency Rate	8.0%	5.3%

As of December 31, 2010

1Sources: Barclays CMBS Index,Trepp, Bloomberg

13

J.P. Morgan Stress Loss Forecasts

(Conduit/Fusion)

Phoenix CMBS portfolio stress testing

Vintage	4Q10
2007	10.1%
2006	6.2
2005	4.5
2004	2.3
2003 and prior	2.7

Phoenix CMBS

Stress Test Results

Source: J.P. Morgan CRE Update January 19, 2011, Bloomberg

1 Coverage = Credit Enhancement/Deal Stress Loss

>89.5% of the Phoenix CMBS portfolio can withstand >4.0x J.P. Morgan stress loss estimates

>PNX Portfolio Weighted Average Credit Enhancement is 29%

>PNX Portfolio Weighted Average Loss Estimate is 3.5%

PNX Conduit/Fusion Portfolio Weighted Average Coverage110.3x

Stress Loss Coverage1
≥ 4.0x	89.5%
≤ 4.0x	10.5
≤ 2.0x	0.7
≤ 1.0x	0.5

14

Highly rated, seasoned
CMBS portfolio

>$1.2 billion in market value

>$145.2 million or 12.3% Government
guaranteed

>79.7% AAA and 2.2% BB and below

>77.3% 2005 and prior origination

>Only 3% in CMBS CDO’s

Market value as of December 31, 2010

Percentages based on market value

$ in millions

15

High quality, diversified RMBS portfolio

$ in millions

Market value as of December 31, 2010

Rating	Book Value	Market Value	% General Account	AAA	AA	A	BBB	BB & Below
Agency	$1,031.6	$1,066.2	7.5%	100.0%	-	-	-	-
Prime	527.1	505.9	3.5%	57.1%	11.6%	3.1%	1.9%	26.3%
Alt-A	290.2	254.3	1.8%	35.6%	21.5%	6.3%	6.9%	29.7%
Subprime	190.8	168.3	1.2%	56.4%	17.9%	-	7.7%	18.0%
Total	$2,039.7	$1,994.7	14.0%	77.2%	7.2%	1.6%	2.0%	12.0%

16

Well constructed RMBS portfolio

	% of General Account	% Rated AAA & AA	% of Portfolio Originated in 2005 & Prior	% of Portfolio Backed by Fixed Rate Collateral	% of Market Backed by Fixed Rate Collateral
Non-Agency Prime	3.5%	68.7%	81.1%	93.7%	47.0%
Alt-A	1.8	57.1	77.4	100.0	34.0
Subprime	1.2	74.3	69.0	89.4	31.0

Market value as of December 31, 2010

Source: JP Morgan MBS Research

17

RMBS delinquencies
better than market

Market value as of December 31, 2010

Source: JP Morgan MBS Research 60+ day

18

High quality, seasoned
non-agency prime RMBS holdings

>$505.9 million market value

>68.7% AAA and AA rated

>81.1% 2005 and prior origination

>93.7% fixed rate

$ in millions

As of December 31, 2010

19

Well constructed
non-agency prime RMBS portfolio

As of December 31, 2010

Source: JP Morgan MBS Research - December 2010, Bloomberg

MarketPhoenix

Weighted average credit enhancement4.5%10.1%

Weighted average 60+ day delinquent loan13.0%6.5%

Phoenix prime portfolio loss coverage: using 40% loss severity0.87x3.9x

20

Seasoned
non-agency Alt-A RMBS holdings

>$254.3 million market value

>57.1% AAA or AA rated

>77.4% 2005 and prior originations

>Phoenix 60+ day delinquent 14.9% vs.
28.3% for Alt-A market

$ in millions

Market value as of December 31, 2010

21

Fixed-rate
non-agency Alt-A RMBS portfolio

As of December 31, 2010

Sources: JP Morgan MBS Research - December 2010

Option ARM32%-

Alt-A ARM34%-

Alt-A Fixed34%100%

60+ Delinquent28.3%14.9%

Alt-A MarketPhoenix

22

High quality
non-agency subprime RMBS portfolio

>$168.3 million market value

>74.3% rated AAA or AA

>Phoenix 60+ day delinquent
21.2% vs. 43.5% for the subprime
market

>Phoenix weighted average credit
support is 29.4%

$ in millions

Market value as of December 31, 2010

Source: JP Morgan MBS Research December 2010

23

Diversified CDO holdings

$ in millions

No affiliated CDO holdings as of December 31, 2010

Percentages based on market value

Collateral	Book Value	Market Value	% General Account	AAA	AA	A	BBB	BB & Below
Bank Loans	$240.7	$213.9	1.5%	3.1%	3.2%	10.7%	21.3%	61.7%
Inv Grade Debt	4.5	3.8	-	-	13.0%	-	87.0%	-
CMBS	54.3	33.9	0.3%	10.6%	53.8%	6.3%	20.5%	8.8%
Total	$299.5	$251.6	1.8%	4.1%	10.2%	9.9%	22.1%	53.7%

24

Appendix

25

PLIC Closed Block investments
primarily fixed income

Bonds $6,385

79%

Policy Loans $1,341

16%

Invested Assets:$8.1 Billion

$ in millions

Market value as of December 31, 2010

26

PLIC Closed Block
portfolio high quality

Percentages based on GAAP Value

As of December 31, 2010

	4Q09	1Q10	2Q10	3Q10	4Q10
Investment Grade Bonds	91.6%	92.0%	92.5%	92.6%	92.9%
Below Investment Grade (BIG) Bonds	8.4	8.0	7.5	7.4	7.1
Percentage of BIG in NAIC 3	64.3	62.1	62.6	67.3	59.4
Percentage of BIG in NAIC 4-6	35.7	37.9	37.4	32.7	40.6
Public Bonds	67.4	68.2	67.5	66.5	67.0
Private Bonds	32.6	31.8	32.5	33.5	33.0

27

PLIC Closed Block
portfolio diversified

U.S. Corporates

63%

Foreign Corporates

8%

ABS - 4%

Emerging Markets -5%

$ in millions

Market value as of December 31, 2010

1 Includes $35.1 million of Home Equity Asset Backed Securities

2 Includes $19.3 million of CMBS CDO’s

Below Investment Grade (BIG) Bonds

by Sector

Bond Portfolio Phoenix Closed Block
As of December 31, 2010
Industrials	$1,623.5	25.4%
Foreign Corporates	994.4	15.6
Residential MBS1	982.8	15.4
Financials	903.7	14.2
Commercial MBS	712.4	11.2
U.S. Treasuries / Agencies	428.2	6.7
Utilities	324.4	5.1
Municipals	137.2	2.1
Asset Backed Securities	109.5	1.7
CBO/CDO/CLO’s2	98.2	1.5
Emerging Markets	71.1	1.1
Total	$6,385.4	100%

Bonds by Rating

NAIC 1

58.4%

NAIC 2

34.6%

NAIC 3 & Lower

7.0%

RMBS - 5%

CLO/CDO

12%

CMBS - 3%

28