8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   June 8, 2015

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:

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))

Item 4.01 Changes in Registrant’s Certifying Accountant.

Dismissal and Appointment of Principal Independent Registered Public Accounting Firm

The Audit Committee (“Audit Committee”) of the Board of Directors of The Phoenix Companies, Inc. (“Phoenix” or the “Company”) authorized and directed management to engage in a request for proposal process to identify an independent registered public accounting firm for potential appointment to audit and report on the Company’s consolidated financial statements.  Following the completion of this process on June 8, 2015, the Audit Committee dismissed PricewaterhouseCoopers LLP (“PwC”) as its principal independent registered public accounting firm, effective June 11, 2015, and appointed KPMG LLP (“KPMG”) as its new principal independent registered public accounting firm concurrent with the dismissal of PwC.

The reports of PwC on Phoenix’s consolidated financial statements for the fiscal years ended December 31, 2013 and December 31, 2014 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

During Phoenix’s fiscal years ended December 31, 2013 and December 31, 2014 and the subsequent interim period through the date of the dismissal of PwC (the “Reporting Period”), there were no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K) with PwC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreement in their reports on the financial statement for such years.

During the Reporting Period, other than as follows, there were no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K: As of each of December 31, 2013 and 2014, material weaknesses existed in Phoenix’s internal control over financial reporting over the accounting for and disclosures of technical accounting matters in the consolidated financial statements and in Phoenix’s effective monitoring and oversight over the controls in the financial reporting process.

The material weaknesses included deficiencies in the period-end financial reporting process, including the processing of journal entries and the preparation and review of account reconciliations, insufficient complement of personnel with a level of United States Generally Accepted Accounting Principles (“U.S. GAAP”) accounting knowledge commensurate with the Company’s financial reporting requirements and ineffective monitoring and review activities.

The above material weaknesses also contributed to the following material weaknesses in internal control over financial reporting, which have been identified and included in management’s assessment as of December 31, 2014, as set forth in the Phoenix Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2015 (the “2014 Form 10-K”):

1. Actuarial Finance and Valuation - The Company did not maintain effective controls over the actuarial process. Specifically:

● The Company did not maintain effective controls to review and approve assumptions and methodologies used in the determination of actuarially derived insurance policy liability estimates.

● The Company did not maintain effective systems and controls to appropriately measure actuarially derived balances for its fixed indexed annuity products.

● The Company did not maintain effective controls over key actuarial spreadsheets and certain key reports to ensure the reliability of data, assumptions and valuation calculations.

● The Company did not maintain effective controls over the application of U.S. GAAP to universal life reserves.

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2. Investments - The Company did not maintain effective controls over certain investment processes. Specifically:

● The Company did not maintain effective controls over the recognition and measurement of impaired investments.

● The Company did not maintain effective controls over the recognition and measurement of certain elements of net investment income as well as identifying embedded derivatives related to structured securities.

● The Company did not maintain effective controls over internally priced securities, including private placement debt and equity securities.

● The Company did not maintain effective controls over classification in the fair value hierarchy disclosure.

● The Company did not maintain effective controls to properly recognize and measure counterparty non-performance risk on non-collateralized derivatives.

● The Company did not maintain effective controls over determining the appropriate accounting method for limited partnerships or for determining the appropriate accounting for investee transactions.

3. Reinsurance Accounting - The Company did not maintain effective controls for complex reinsurance treaties. Specifically, the Company did not maintain effective controls to analyze, document and review the U.S. GAAP accounting for such transactions at inception.

4. Pensions - The Company did not maintain effective controls over the valuation of pension assets and liabilities. Specifically, the Company did not maintain effective controls over the management and oversight of third-party vendors and maintain effective controls to ensure complete and accurate census data.

5. Limited Partnerships and Other Investments Taxable Income Reporting - The Company did not maintain effective controls over the completeness and accuracy of taxable income reporting for limited partnership and other investments. Specifically, the Company did not maintain effective controls to ensure complete and accurate taxable information was utilized in the Company’s measurement of income taxes related to limited partnerships and other investments.

6. Cash flows and changes in classifications - The Company did not maintain effective controls over the presentation of cash and cash flows. Specifically, the Company did not maintain effective controls over the preparation and review of appropriate detail to support the classification of activity in the consolidated statements of cash flows. In addition, there were not effective controls for assessing the classification of cash and related balances for presentation in the consolidated balance sheets.

7. Access to applications and data - The Company did not maintain effective information technology general controls related to restricted access. Specifically, the Company did not maintain effective controls for granting, removing and reviewing access to ensure appropriate segregation of duties and restricted access to programs and data.

The Audit Committee has discussed the foregoing reportable events with PwC.  The Company has authorized PwC to respond fully and without limitation to the inquiries of KPMG concerning all matters related to the periods audited by PwC, including with respect to the subject matter of the reportable events described herein.

Phoenix provided PwC with a copy of this Current Report on Form 8-K (this “Form 8-K”) and requested that PwC furnish Phoenix with a letter addressed to the SEC stating whether PwC agrees with the statements made by Phoenix in response to the disclosures required by Item 304(a) of Regulation S-K. Phoenix received the requested letter, a copy of which is filed as Exhibit 16.1 to this Form 8-K.

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During Phoenix’s fiscal years ended December 31, 2013 and December 31, 2014 and the subsequent interim period through the date of appointment, neither Phoenix nor anyone acting on Phoenix’s behalf consulted KPMG regarding the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or with respect to any matter that was the subject of a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 7.01 Regulation FD Disclosure

On June 11, 2015, Phoenix issued a news release announcing the dismissal of PwC and the appointment of KPMG. A copy of the news release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d)           Exhibit:

Exhibit No.	Description
Exhibit 16.1-	Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission, dated June 11, 2015, regarding change in independent registered public accounting firm
Exhibit 99.1-	News Release of The Phoenix Companies, Inc. dated June 11, 2015

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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:  June 11, 2015	By:	/s/ Bonnie J. Malley
		Name:  Bonnie J. Malley
		Title: Executive Vice President and Chief Financial Officer

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EX-16

Exhibit 16.1

EX-99

Exhibit 99.1

N E W S   R E L E A SE
For Immediate Release	One American Row
	PO Box 5056
	Hartford CT 06102-5056
	www.phoenixwm.com

Contacts:
Media Relations	Investor Relations
Alice S. Ericson, 860-403-5946	Naomi Baline Kleinman, 860-403-7100
alice.ericson@phoenixwm.com	pnx.ir@phoenixwm.com

The Phoenix Companies, Inc. Appoints New Independent Auditor

Hartford, Conn., June 11, 2015 –The Phoenix Companies, Inc. (NYSE: PNX) today announced that it has appointed KPMG LLP (“KPMG”) to serve as the company’s principal independent registered public accounting firm, replacing PricewaterhouseCoopers, LLP (“PwC”). The transition is effective on June 11, 2015.

The Audit Committee of Phoenix’s Board of Directors approved the transition from PwC to KPMG after completing a request for proposal (“RFP”) process disclosed on March 31, 2015. The change was not the result of any disagreement between the company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

“Our competitive RFP process concluded successfully with the selection of KPMG. KPMG’s capabilities and insurance expertise are aligned with our strategic priorities,” said Bonnie J. Malley, executive vice president and chief financial officer.

ABOUT PHOENIX

The Phoenix Companies, Inc. (NYSE:PNX) helps financial professionals provide solutions, including income strategies and insurance protection, to families and individuals planning for or living in retirement. Founded as a life insurance company in 1851, Phoenix offers products and services designed to meet financial needs in the middle income and mass affluent markets. Its distribution subsidiary, Saybrus Partners, Inc., offers solutions-based sales support to financial professionals and represents Phoenix’s products among key distributors, including independent marketing organizations and brokerage general agencies. Phoenix is headquartered in Hartford, Connecticut, and its principal operating subsidiary, Phoenix Life Insurance Company, has its statutory home office in East Greenbush, New York. PHL Variable Insurance Company has its statutory home office in Hartford, Connecticut, and files annual and other periodic reports under the Securities Exchange Act of 1934. For more information, visit www.phoenixwm.com.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The foregoing contains “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, or representing management’s beliefs about, future events, transactions, strategies, operations and financial results, including, without limitation, our expectation to provide information within anticipated timeframes and otherwise in accordance with law, the outcome of litigation and claims as well as regulatory examinations, investigations, proceedings and orders arising out of the restatements and the failure by Phoenix and its wholly owned subsidiary, PHL Variable Insurance Company, to file SEC reports on a timely basis, potential penalties that may result from failure to timely file statutory financial statements with state insurance regulators, and Phoenix’s ability to satisfy its requirements under, and maintain the listing of its shares on, the NYSE.   Such forward-looking statements 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 and are not guarantees of future performance.  Our ability to maintain a timely filing schedule with respect to our SEC filings is subject to a number of contingencies, including but not limited to, whether existing systems and processes can be timely updated, supplemented or replaced, and whether additional filings may be necessary in connection with the restatements. 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 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 new release, 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 news release, such statements or disclosures will be deemed to modify or supersede such statements in this news release.

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