UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the Quarterly Period Ended ~~March 31,~~September 30, 2010


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 Number001-11462

DELPHI FINANCIAL GROUP, INC.

(Exact name of registrant as specified in its charter)


Delaware	(302) 478-5142	13-3427277

(State or other jurisdiction of	(Registrant’s telephone number,	(I.R.S. Employer Identification
incorporation or organization)	including area code)	Number)


1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, Delaware		19899

(Address of principal executive offices)		(Zip 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 filing requirements for the past 90 days:

Yesþ Noo

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files):

Yesoþ Noo

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yeso Noþ

As of ~~May 5,~~November 1, 2010, the Registrant had ~~48,382,337~~48,571,659 shares of Class A Common Stock and 5,753,833 shares of Class B Common Stock outstanding.

PART I. FINANCIAL INFORMATION
~~ITEM~~

Item 1. ~~FINANCIAL STATEMENTS~~Financial Statements

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Data)
(Unaudited)


	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2010			2009			2010			2009			2010			2009
Revenue:
Premium and fee income	$	347,763		$	357,721		$	357,019		$	342,610		$	1,057,348		$	1,052,776
Net investment income		84,050			62,855			86,886			88,682			249,170			243,560
Net realized investment losses:
Net realized investment gains (losses):
Total other than temporary impairment losses		(27,273	)		(17,608	)		(13,886	)		(73,771	)		(62,818	)		(137,007	)
Less: Portion of other than temporary impairment losses recognized in other comprehensive income		4,275			—			7,498			21,748			12,599			42,467

Net impairment losses recognized in earnings		(22,998	)		(17,608	)		(6,388	)		(52,023	)		(50,219	)		(94,540	)
Other net realized investment gains (losses)		7,892			(4,391	)		7,580			1,564			22,431			(5,389	)

Net realized investment losses		(15,106	)		(21,999	)
								1,192			(50,459	)		(27,788	)		(99,929	)
Loss on early retirement of senior notes								(3,760	)		—			(3,972	)		—

Total revenues		416,707			398,577			441,337			380,833			1,274,758			1,196,407


Benefits and expenses:
Benefits, claims and interest credited to policyholders		246,321			255,598			250,594			240,956			741,602			748,361
Commissions		21,396			22,704			24,149			21,886			69,339			67,046
Amortization of cost of business acquired		25,570			23,293			30,124			26,740			81,861			76,217
Other operating expenses		64,664			60,137			63,285			60,943			190,860			181,587

		357,951			361,732			368,152			350,525			1,083,662			1,073,211


Operating income		58,756			36,845			73,185			30,308			191,096			123,196

Interest expense:
Corporate debt		7,323			3,985			7,783			3,806			23,370			11,667
Junior subordinated debentures		3,241			3,240			3,241			3,247			9,730			9,728

		10,564			7,225			11,024			7,053			33,100			21,395


Income before income tax expense		48,192			29,620			62,161			23,255			157,996			101,801

Income tax expense		10,529			5,136			15,982			2,321			37,130			19,261


Net income	$	37,663		$	24,484			46,179			20,934			120,866			82,540

Less: Net income attributable to noncontrolling interest								42			111			115			226


Net income attributable to shareholders							$	46,137		$	20,823		$	120,751		$	82,314


Basic results per share of common stock:
Net income	$	0.68		$	0.51
Net income attributable to shareholders							$	0.83		$	0.39		$	2.18		$	1.63

Diluted results per share of common stock:
Net income	$	0.68		$	0.51
Net income attributable to shareholders							$	0.83		$	0.39		$	2.17		$	1.63

Dividends paid per share of common stock	$	0.10		$	0.10		$	0.11		$	0.10		$	0.31		$	0.30

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in Thousands, Except Per Share Data)


	March 31,			December 31,
	2010			2009			September 30,			December 31,
	(Unaudited)						2010			2009
Assets:
Investments:
Fixed maturity securities, available for sale	$	5,107,812		$	4,875,681		$	5,724,161		$	4,875,681
Short-term investments		420,292			406,782			360,415			406,782
Other investments		441,613			466,855			476,436			466,855

		5,969,717			5,749,318			6,561,012			5,749,318
Cash		61,783			65,464			77,248			65,464
Cost of business acquired		238,437			250,311			246,002			250,311
Reinsurance receivables		360,429			355,030			362,481			355,030
Goodwill		93,929			93,929			93,929			93,929
Other assets		304,899			293,835			335,791			293,835
Assets held in separate account		115,277			113,488			117,321			113,488

Total assets	$	7,144,471		$	6,921,375		$	7,793,784		$	6,921,375


Liabilities and Equity:
Future policy benefits:
Life	$	347,674		$	341,736		$	339,566		$	341,736
Disability and accident		789,332			781,701			793,841			781,701
Unpaid claims and claim expenses:
Life		60,022			58,665			52,721			58,665
Disability and accident		439,410			433,273			448,863			433,273
Casualty		1,222,165			1,187,814			1,277,071			1,187,814
Policyholder account balances		1,469,397			1,454,114			1,662,176			1,454,114
Corporate debt		393,750			365,750			368,750			365,750
Junior subordinated debentures		175,000			175,000			175,000			175,000
Other liabilities and policyholder funds		711,035			647,269			908,761			647,269
Liabilities related to separate account		115,277			113,488			117,321			113,488

Total liabilities		5,723,062			5,558,810			6,144,070			5,558,810


Equity:
Preferred Stock, $.01 par; 50,000,000 shares authorized, none issued		—			—			—			—
Class A Common Stock, $.01 par; 150,000,000 shares authorized; 56,122,682 and 55,995,995 shares issued and outstanding, respectively		561			560
Class B Common Stock, $.01 par; 20,000,000 shares authorized; 5,981,049 shares issued and outstanding		60			60
Class A Common Stock, $.01 par; 150,000,000 shares authorized; 56,303,328 and 55,995,995 shares issued, respectively								563			560
Class B Common Stock, $.01 par; 20,000,000 shares authorized; 5,981,049 shares issued								60			60
Additional paid-in capital		667,727			661,895			675,428			661,895
Accumulated other comprehensive loss		(11,096	)		(33,956	)
Accumulated other comprehensive income (loss)								138,180			(33,956	)
Retained earnings		959,845			927,706			1,031,307			927,706
Treasury stock, at cost; 7,761,216 shares of Class A Common Stock, and 227,216 shares of Class B Common Stock		(197,246	)		(197,246	)
Treasury stock, at cost; 7,761,216 shares of Class A Common Stock and 227,216 shares of Class B Common Stock								(197,246	)		(197,246	)

Total shareholders’ equity		1,419,851			1,359,019			1,648,292			1,359,019
Noncontrolling interest		1,558			3,546			1,422			3,546

Total equity		1,421,409			1,362,565			1,649,714			1,362,565

Total liabilities and equity	$	7,144,471		$	6,921,375		$	7,793,784		$	6,921,375

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in Thousands)

(Unaudited)


							Accumulated																								Accumulated
	Class A		Class B		Additional		Other									Total			Non-						Class A		Class B		Additional		Other									Total			Non-
	Common		Common		Paid in		Comprehensive			Retained			Treasury			Shareholders’			controlling			Total			Common		Common		Paid in		Comprehensive			Retained			Treasury			Shareholders’			controlling			Total
	Stock		Stock		Capital		Income (Loss)			Earnings			Stock			Equity			Interest			Equity			Stock		Stock		Capital		Income (Loss)			Earnings			Stock			Equity			Interest			Equity
Balance, January 1, 2009	$	489	$	60	$	522,596	$	(351,710	)	$	846,390		$	(197,246	)	$	820,579		$	4,035		$	824,614		$	489	$	60	$	522,596	$	(351,710	)	$	846,390		$	(197,246	)	$	820,579		$	4,035		$	824,614


Net income		—		—		—		—			24,484			—			24,484			(5	)		24,479
Other comprehensive income:
Decrease in net unrealized depreciation on investments		—		—		—		15,580			—			—			15,580			—			15,580
Decrease in net loss on cash flow hedge		—		—		—		196			—			—			196			—			196
Change in net periodic pension cost		—		—		—		291			—			—			291			—			291

Comprehensive income		—		—		—					—			—			40,551			(5	)		40,546

Change in noncontrolling interest ownership		—		—		—		—			—			—			—			(93	)		(93	)
Exercise of stock options		1		—		1,450		—			—			—			1,451			—			1,451
Stock-based compensation		—		—		2,131		—			—			—			2,131			—			2,131
Cash dividends		—		—		—		—			(5,302	)					(5,302	)		—			(5,302	)


Balance, March 31, 2009	$	490	$	60	$	526,177	$	(335,643	)	$	865,572		$	(197,246	)	$	859,410		$	3,937		$	863,347


Balance, January 1, 2010	$	560	$	60	$	661,895	$	(33,956	)	$	927,706		$	(197,246	)	$	1,359,019		$	3,546		$	1,362,565

Cumulative effect adjustment, April 1, 2009																										—		—		—		(2,372	)		2,372			—			—			—			—

Net income		—		—		—		—			37,663			—			37,663			65			37,728			—		—		—		—			82,314			—			82,314			226			82,540
Other comprehensive income:
Decrease in net unrealized depreciation on investments		—		—		—		24,050			—			—			24,050			—			24,050			—		—		—		325,660			—			—			325,660			—			325,660
Increase in other than temporary impairment losses recognized in other comprehensive income		—		—		—		(1,437	)		—			—			(1,437	)		—			(1,437	)		—		—		—		(19,343	)		—			—			(19,343	)		—			(19,343	)
Decrease in net loss on cash flow hedge		—		—		—		196			—			—			196			—			196			—		—		—		589			—			—			589			—			589
Change in net periodic pension cost		—		—		—		51			—			—			51			—			51			—		—		—		873			—			—			873			—			873

Comprehensive income																	60,523			65			60,588			—		—		—					—			—			390,093			226			390,319
Change in noncontrolling interest ownership		—		—		—		—			—			—			—			(2,053	)		(2,053	)
Net contribution from noncontrolling interest																										—		—		—		—			—			—			—			37			37
Issuance of common stock																										65		—		121,056		—			—			—			121,121			—			121,121
Exercise of stock options		1		—		4,044		—			—			—			4,045			—			4,045			5		—		9,189		—			—			—			9,194			—			9,194
Stock-based compensation		—		—		1,788		—			—			—			1,788			—			1,788			—		—		6,842		—			—			—			6,842			—			6,842
Cash dividends		—		—		—		—			(5,524	)		—			(5,524	)		—			(5,524	)		—		—		—		—			(14,767	)					(14,767	)		—			(14,767	)


Balance, March 31, 2010	$	561	$	60	$	667,727	$	(11,096	)	$	959,845		$	(197,246	)	$	1,419,851		$	1,558		$	1,421,409
Balance, September 30, 2009																									$	559	$	60	$	659,683	$	(46,303	)	$	916,309		$	(197,246	)	$	1,333,062		$	4,298		$	1,337,360


Balance, January 1, 2010																									$	560	$	60	$	661,895	$	(33,956	)	$	927,706		$	(197,246	)	$	1,359,019		$	3,546		$	1,362,565


Net income																										—		—		—		—			120,751			—			120,751			115			120,866
Other comprehensive income:
Increase in net unrealized appreciation on investments																										—		—		—		165,893			—			—			165,893			—			165,893
Decrease in other than temporary impairment losses recognized in other comprehensive income																										—		—		—		4,407			—			—			4,407			—			4,407
Decrease in net loss on cash flow hedge																										—		—		—		1,682			—			—			1,682			—			1,682
Change in net periodic pension cost																										—		—		—		154			—			—			154			—			154

Comprehensive income																																									292,887			115			293,002
Net distribution to noncontrolling interest																										—		—		—		—			—			—			—			(2,239	)		(2,239	)
Exercise of stock options																										3		—		8,604		—			—			—			8,607			—			8,607
Stock-based compensation																										—		—		4,929		—			—			—			4,929			—			4,929
Cash dividends																										—		—		—		—			(17,150	)		—			(17,150	)		—			(17,150	)


Balance, September 30, 2010																									$	563	$	60	$	675,428	$	138,180		$	1,031,307		$	(197,246	)	$	1,648,292		$	1,422		$	1,649,714

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)


	Three Months Ended						Nine Months Ended
	March 31,						September 30,
	2010			2009			2010			2009
Operating activities:
Net income	$	37,663		$	24,484
Adjustments to reconcile net income to net cash provided by operating activities:
Net income attributable to shareholders							$	120,751		$	82,314
Adjustments to reconcile net income attributable to shareholders to net cash provided by operating activities:
Change in policy liabilities and policyholder accounts		94,640			99,523			180,506			225,538
Net change in reinsurance receivables and payables		(7,428	)		(7,086	)		(9,657	)		(4,613	)
Amortization, principally the cost of business acquired and investments		15,413			13,543			65,264			38,295
Deferred costs of business acquired		(30,901	)		(34,392	)		(101,002	)		(97,936	)
Net realized losses on investments		15,106			21,999			27,788			99,929
Net change in federal income tax asset/liability		9,755			4,114
Net change in federal income taxes								12,197			6,632
Other		(32,743	)		(30,969	)		(42,849	)		(14,101	)

Net cash provided by operating activities		101,505			91,216			252,998			336,058


Investing activities:
Purchases of investments and loans made		(435,672	)		(207,901	)		(1,599,851	)		(1,206,214	)
Sales of investments and receipts from repayment of loans		165,711			77,696			1,057,614			177,957
Maturities of investments		139,323			261,307			70,801			637,166
Net change in short-term investments		(13,510	)		(207,968	)		46,367			(171,162	)
Change in deposit in separate account		—			4,845			—			4,845

Net cash used by investing activities		(144,148	)		(72,021	)		(425,069	)		(557,408	)


Financing activities:
Deposits to policyholder accounts		40,332			61,681			277,854			242,614
Withdrawals from policyholder accounts		(26,138	)		(70,938	)		(82,832	)		(131,337	)
Proceeds from issuance of 2020 Senior Notes		250,000			—			250,000			—
Borrowings under revolving credit facility		—			17,000			50,000			17,000
Principal payments under revolving credit facility		(222,000	)		(2,000	)		(222,000	)		(2,000	)
Early retirement of senior notes								(75,000	)		—
Proceeds from issuance of common stock								—			121,121
Cash dividends paid on common stock		(5,524	)		(5,302	)		(17,150	)		(14,767	)
Other financing activities		2,292			816			2,983			7,151

Net cash provided by financing activities		38,962			1,257			183,855			239,782


(Decrease) increase in cash		(3,681	)		20,452
Increase in cash								11,784			18,432
Cash at beginning of period		65,464			63,837			65,464			63,837

Cash at end of period	$	61,783		$	84,289		$	77,248		$	82,269

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A ~~–Significant~~— Significant Accounting Policies

The financial statements of Delphi Financial Group, Inc. (the “Company,” which term includes the Company and its consolidated subsidiaries unless the context indicates otherwise) included herein were prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. The information furnished includes all adjustments and accruals of a normal recurring nature, which, in the opinion of management, are necessary for a fair presentation of results for the interim periods. Certain reclassifications have been made in the ~~March~~September 30, 2009 and December 31, 2009 consolidated financial statements to conform to the ~~March 31,~~September 30, 2010 presentation. Operating results for the three and nine months ended ~~March 31,~~September 30, 2010 are not necessarily indicative of the results that may be expected for the year ended December 31, 2010. For further information refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”). Capitalized terms used herein without definition have the meanings ascribed to them in the 2009 Form 10-K.

Accounting Changes

Fair Value Measurements.As of January 1, 2010, the Company adopted new guidance issued by the Financial Accounting Standards Board (“FASB”) requiring additional disclosures regarding fair value measurements. This guidance requires entities to disclose (1) the amounts of significant transfers between Level 1 and Level 2 of the fair value hierarchy, (2) the reasons for any transfers into or out of Level 3 of the fair value hierarchy and (3) additional information in the reconciliation of recurring Level 3 measurements about purchases, sales, issuances and settlements on a gross basis. The new guidance also clarifies existing fair value measurement disclosure requirements concerning the level of disaggregation and the disclosure of valuation inputs and techniques. Except for the requirement to separately disclose purchases, sales, issuances and settlements on a gross basis in the reconciliation of recurring Level 3 measurements, this guidance is effective for interim and annual reporting periods beginning after December 15, 2009. The requirement to separately disclose purchases, sales, issuances and settlements on a gross basis in the reconciliation of recurring Level 3 measurements is effective for fiscal years beginning after December 15, 2010 and for interim periods within those fiscal years. The adoption of this guidance did not have any effect on the Company’s consolidated financial position or results of operations.

Recently Issued Accounting Standards

In April 2010, the FASB issued guidance clarifying that an insurance company should not consider any separate account interests in an investment held for the benefit of ~~policy holders~~policyholders to be the insurer’s own interests and should not combine those interests with any interest of its general account in the same investment when assessing the investment for consolidation. Insurance companies are also required to consider a separate account a subsidiary for purposes of evaluating whether the retention of specialized accounting for investments in consolidation is appropriate. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2010. Early adoption is permitted. The Company has not yet determined the impact, if any, that the adoption of this guidance will have on its consolidated financial position or results of operations.

~~Note B~~–~~Investments~~

~~At March 31,~~In October 2010, the ~~Company had fixed maturity securities available for sale with a carrying value and a fair value~~FASB issued guidance limiting the extent to which an insurer may capitalize costs incurred in the acquisition of ~~$5,107.8 million and~~ an amortized cost of $5,114.2 million. At December 31, 2009, the Company had fixed maturity securities available for sale with a carrying value and a fair value of $4,875.7 million and an amortized cost of $4,933.4 million. Declinesinsurance contract. The guidance provides that, in ~~market value relative to such securities’ amortized cost determined~~order to be ~~other than temporary pursuant~~capitalized, such costs must be incremental and directly related to the ~~Company’s methodology~~acquisition of a new or renewal insurance contract. Insurers may only capitalize costs related to successful efforts in attaining a contract and advertising costs may only be capitalized if certain direct response advertising criteria are met. This guidance will be effective for ~~such determinations, as further discussed below, are reflected as reductions~~interim and annual reporting periods beginning after December 15, 2011, with either prospective or retrospective adoption permitted. If the initial application of this guidance results in the ~~amortized cost~~capitalization of ~~such securities.~~acquisition costs that had not been capitalized previously by an entity, the entity may elect not to capitalize those types of costs. The Company has not yet determined the impact that the adoption of this guidance will have on its consolidated financial position or results of operations.

-7-

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note B – —Investments ~~– (Continued)~~

At September 30, 2010, the Company had fixed maturity securities available for sale with an amortized cost of $5,498.1 million and a carrying value and a fair value of $5,724.2 million. At December 31, 2009, the Company had fixed maturity securities available for sale with an amortized cost of $4,933.4 million and a carrying value and a fair value of $4,875.7 million. Declines in fair value relative to such securities’ amortized cost which are determined to be other than temporary pursuant to the Company’s methodology for such determinations and to represent credit losses are reflected as reductions in the amortized cost of such securities, as further discussed below.

The amortized cost and fair value of investments in fixed maturity securities available for sale are as follows:


	March 31, 2010												September 30, 2010
			Gross Unrealized												Gross Unrealized
								Other Than												Other Than
	Amortized							Temporary			Fair		Amortized							Temporary			Fair
	Cost		Gains		Losses			Impairments			Value		Cost		Gains		Losses			Impairments			Value
	(dollars in thousands)												(dollars in thousands)
Residential mortgage-backed securities	$	1,561,252	$	93,481	$	(53,357	)	$	(33,531	)	$	1,567,845
Agency residential mortgage-backed securities													$	751,900	$	58,302	$	(59	)	$	—		$	810,143
Non-agency residential mortgage-backed securities														818,537		76,740		(44,397	)		(22,726	)		828,154
Commercial mortgage-backed securities		28,007		514		(1,982	)		(243	)		26,296		35,786		343		(3,383	)		(254	)		32,492
Corporate securities		1,216,195		61,323		(20,789	)		—			1,256,729		1,340,171		110,915		(14,509	)		(457	)		1,436,120
Collateralized debt obligations		208,240		94		(91,686	)		(1,619	)		115,029		208,005		1,644		(43,297	)		(2,964	)		163,388
U.S. Treasury and other U.S. Government guaranteed securities		196,671		3,245		(664	)		—			199,252		213,588		10,062		(4	)		—			223,646
U.S. Government-sponsored enterprise securities		45,115		155		(20	)		—			45,250		106,858		439		(38	)		—			107,259
Obligations of U.S. states, municipalities and political subdivisions		1,858,706		57,249		(18,544	)		—			1,897,411		2,023,266		105,235		(5,542	)		—			2,122,959

Total fixed maturity securities	$	5,114,186	$	216,061	$	(187,042	)	$	(35,393	)	$	5,107,812	$	5,498,111	$	363,680	$	(111,229	)	$	(26,401	)	$	5,724,161

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note B — Investments — (Continued)

The following table contains information, as of September 30, 2010, regarding the portions of the Company’s investments in non-agency residential mortgage-backed securities (“RMBS”) represented by securities whose underlying mortgage loans are categorized as prime, Alt-A and subprime, respectively, and the distributions of the securities within these categories by the years in which they were issued (vintages) and the highest of their ratings from Standard & Poor’s, Moody’s and Fitch. All dollar amounts in this table are based upon the fair values of these securities as of September 30, 2010. As of this date, based upon the most recently available data regarding the concentrations by state of the mortgage loans underlying these securities, the states having loan concentrations in excess of 5% were as follows: California (38.7%), New York (6.9%) and Florida (6.5%).


	Non-Agency Prime RMBS – Fair Value
									BB and
Vintage	AAA		AA		A		BBB		Below⁽¹⁾		Total
	(dollars in thousands)
2001 and prior	$	2,254	$	—	$	—	$	—	$	—	$	2,254
2002		8,519		1,505		2,591		—		498		13,113
2003		85,508		2,133		2,949		7,159		5,956		103,705
2004		44,680		1,110		—		1,633		5,329		52,752
2005		11,332		6,215		1,784		18,667		56,995		94,993
2006		14,979		678		—		—		27,058		42,715
2007		—		—		—		—		85,408		85,408
2008		954		—		—		—		671		1,625

Total	$	168,226	$	11,641	$	7,324	$	27,459	$	181,915	$	396,565


⁽¹⁾		The securities enumerated in this column include securities having a total of $169.5 million in fair value that have received the equivalent of an investment grade rating from the National Association of Insurance Commissioners (the “NAIC”) under the process initiated by the NAIC in 2009 which takes into account, among other things, the discounts at which the Company originally purchased the securities and modeling of the potential losses with respect to the securities’ underlying loans.


	Non-Agency Alt-A RMBS – Fair Value
									BB and
Vintage	AAA		AA		A		BBB		Below⁽¹⁾		Total
	(dollars in thousands)
2001 and prior	$	—	$	—	$	—	$	1,911	$	—	$	1,911
2002		269		1,882		—		—		—		2,151
2003		49,381		—		—		—		1,960		51,341
2004		19,336		2,242		139		202		1,708		23,627
2005		2,434		17,394		—		1,122		40,157		61,107
2006		10,363		31		5,437		9,084		77,625		102,540
2007		332		—		—		9		125,133		125,474

Total	$	82,115	$	21,549	$	5,576	$	12,328	$	246,583	$	368,151


⁽¹⁾		The securities enumerated in this column include securities having a total of $195.5 million in fair value that have received the equivalent of an investment grade rating from the NAIC under the process initiated by the NAIC in 2009 which takes into account, among other things, the discounts at which the Company originally purchased the securities and modeling of the potential losses with respect to the securities’ underlying loans.

-9-

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note B — Investments — (Continued)


	Non-Agency Subprime RMBS – Fair Value
									BB and
Vintage	AAA		AA		A		BBB		Below⁽¹⁾		Total
	(dollars in thousands)
2003	$	9,500	$	1,341	$	—	$	—	$	—	$	10,841
2004		12,671		—		519		2,903		484		16,577
2005		12,639		17,871		546		—		—		31,056
2006		—		—		—		2,475		1,066		3,541
2007		—		—		—		—		1,423		1,423

Total	$	34,810	$	19,212	$	1,065	$	5,378	$	2,973	$	63,438


⁽¹⁾		The securities enumerated in this column include securities having a total of $2.7 million in fair value that have received the equivalent of an investment grade rating from the NAIC under the process initiated by the NAIC in 2009 which takes into account, among other things, the discounts at which the Company originally purchased the securities and modeling of the potential losses with respect to the securities’ underlying loans.

The amortized cost and fair value of fixed maturity securities available for sale at ~~March 31,~~September 30, 2010, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations, with or without prepayment penalties.


	Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value
	(dollars in thousands)				(dollars in thousands)
Residential mortgage-backed securities	$	1,561,252	$	1,567,845
Agency residential mortgage-backed securities					$	751,900	$	810,143
Non-agency residential mortgage-backed securities						818,537		828,154
Commercial mortgage-backed securities		28,007		26,296		35,786		32,492

Other fixed maturity securities:
One year or less		68,462		67,826		100,506		99,705
Greater than 1, up to 5 years		550,585		566,397		573,623		592,968
Greater than 5, up to 10 years		855,932		831,402		904,601		939,650
Greater than 10 years		2,049,948		2,048,046		2,313,158		2,421,049

Total	$	5,114,186	$	5,107,812	$	5,498,111	$	5,724,161

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note B –— Investments –— (Continued)

The gross unrealized losses and fair value of fixed maturity securities available for sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are as follows:


	March 31, 2010															September 30, 2010
	Less Than 12 Months					12 Months or More					Total					Less Than 12 Months					12 Months or More					Total
			Gross					Gross					Gross					Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses			Value		Losses			Value		Losses			Value		Losses
	(dollars in thousands)															(dollars in thousands)
Residential mortgage-backed securities	$	174,733	$	(7,811	)	$	304,112	$	(79,077	)	$	478,845	$	(86,888	)
Agency residential mortgage-backed securities																$	16,111	$	(22	)	$	426	$	(37	)	$	16,537	$	(59	)
Non-agency residential mortgage-backed securities																	22,449		(1,053	)		242,945		(66,070	)		265,394		(67,123	)
Commercial mortgage-backed securities		—		—			15,489		(2,225	)		15,489		(2,225	)		11,490		(368	)		4,786		(3,269	)		16,276		(3,637	)
Corporate securities		95,995		(3,460	)		160,783		(17,329	)		256,778		(20,789	)		31,403		(529	)		88,309		(14,437	)		119,712		(14,966	)
Collateralized debt obligations		15,986		(5,796	)		98,330		(87,509	)		114,316		(93,305	)		12,007		(2,009	)		141,112		(44,252	)		153,119		(46,261	)
U.S. Treasury and other U.S. Government guaranteed securities		142,660		(664	)		—		—			142,660		(664	)		14,680		(4	)		—		—			14,680		(4	)
U.S. Government-sponsored enterprise securities		10,980		(20	)		—		—			10,980		(20	)		17,773		(38	)		—		—			17,773		(38	)
Obligations of U.S. states, municipalities & political subdivisions		313,694		(5,246	)		159,053		(13,298	)		472,747		(18,544	)
Obligations of U.S. states, municipalities and political subdivisions																	36,257		(280	)		77,896		(5,262	)		114,153		(5,542	)


Total fixed maturity securities	$	754,048	$	(22,997	)	$	737,767	$	(199,438	)	$	1,491,815	$	(222,435	)	$	162,170	$	(4,303	)	$	555,474	$	(133,327	)	$	717,644	$	(137,630	)

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note B –— Investments –— (Continued)

Net investment income was attributable to the following:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2010			2009			2010			2009
	(dollars in thousands)
Gross investment income:
Fixed maturity securities, available for sale	$	82,926		$	77,648		$	244,109		$	226,702
Mortgage loans		630			1,121			3,948			2,527
Short-term investments		32			26			69			348
Other		10,130			16,510			21,477			37,238

		93,718			95,305			269,603			266,815
Less: Investment expenses		(6,832	)		(6,623	)		(20,433	)		(23,255	)

	$	86,886		$	88,682		$	249,170		$	243,560

Net realized investment ~~losses~~gains (losses) arose from the following:


	Three Months Ended							Three Months Ended						Nine Months Ended
	March 31,							September 30,						September 30,
	2010			2009				2010			2009			2010			2009
	(dollars in thousands)							(dollars in thousands)
Credit related other than temporary impairment losses:							Credit related other than temporary impairment losses:
Fixed maturity securities, available for sale	$	(11,449	)	$	(18,457	)		$	(5,840	)	$	(44,411	)	$	(32,802	)	$	(79,468	)
Mortgage loans		(4,817	)		(3,376	)			(57	)		(3,202	)		(15,159	)		(5,220	)
Other investments		1,160			(166	)			(491	)		(4,410	)		(2,258	)		(9,852	)

	$	(15,106	)	$	(21,999	)			(6,388	)		(52,023	)		(50,219	)		(94,540	)


Other net realized investment gains (losses):
Fixed maturity securities, available for sale									7,544			680			19,290			(8,273	)
Mortgage loans									(1	)		503			418			503
Other investments									37			381			2,723			2,381

									7,580			1,564			22,431			(5,389	)

Total								$	1,192		$	(50,459	)	$	(27,788	)	$	(99,929	)

Proceeds from sales of fixed maturity securities during the first ~~three~~nine months of 2010 and 2009 were ~~$105.4~~$357.5 million and ~~$223.1~~$394.2 million, respectively. Gross gains of ~~$9.5~~$24.8 million and gross losses of ~~$3.3~~$(5.5) million were realized on the 2010 sales and gross gains of ~~$7.8~~$17.4 million and gross losses of ~~$14.1~~$(25.6) million were realized on the 2009 sales. Proceeds from sales of fixed maturity securities during the third quarters of 2010 and 2009 were $100.0 million and $76.2 million, respectively. Gross gains of $8.5 million and gross losses of $(1.0) million were realized on sales during the third quarter of 2010 and $3.7 million of gross gains and gross losses of $(3.0) million were realized on sales during the third quarter of 2009. Net realized investment gains and losses on investment sales are determined under the specific identification method and are included in income. In the first quarters of 2010 and 2009, the net losses realized on fixed maturity securities also include provisions for the other than temporary declines in the values of certain fixed maturity securities of $17.6 million and $12.2 million, respectively. In the first quarters of 2010 and 2009, the net losses realized on mortgage loans include a provision for the decline in the value of certain mortgage loans of $4.9 million and $3.4 million, respectively. The change in unrealized appreciation and depreciation on investments, primarily relating to fixed maturity securities, is included as a component of accumulated other comprehensive income or loss.

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note B — Investments — (Continued)

of the ~~investment is lower than its~~future cash flows from the investment. In the case of fixed maturity securities, in instances where management determines that a security’s amortized cost ~~and evaluates~~will be recovered during its remaining term to maturity, an additional component of this methodology is the Company’s evaluation of whether ~~the Company~~it intends to, or will more likely than not be required to, sell the ~~investment~~security before ~~the~~such anticipated recovery in the investment’s fair value. In addition, the Company evaluates loan to collateral value ratios, current levels of subordination and vintages of the residential and commercial mortgage-backed securities in its investment portfolio.recovery.

If the fair value of a fixed maturity security declines in value below the Company’s amortized cost and the Company intends to sell, or determines that it will more likely than not be required to sell, the security before recovery of its amortized cost basis, management considers the security to be other than temporarily impaired and reports its decline in fair value as a realized investment ~~loss.~~loss in the income statement. If, however, the Company does not intend to sell the security and determines that it is not more likely than not that it will be required to do so, ~~declines~~a decline in ~~the~~its fair value that ~~are~~is considered in the judgment of management to be other than temporary ~~are~~is separated into the ~~amounts~~amount representing credit ~~losses~~loss and the ~~amounts~~amount related to other factors. Amounts representing credit losses are reported as realized investment losses in the income statement and amounts related to other factors are included as a component of accumulated other comprehensive income or loss, net of the related income tax benefit and the related adjustment to cost of business acquired. ~~The amount of credit loss is determined by discounting the security’s expected cash flows at its effective interest rate, taking into account the security’s purchase price.~~ Declines in the fair value of all other investments below the Company’s amortized cost that are considered in the judgment of management to be other than temporary are reported as realized investment ~~losses.~~losses in the income statement.

In the case of structured securities such as RMBS, commercial mortgage-backed securities and collateralized debt obligations as to which a decline in fair value is judged to be other than temporary, the amount of the credit loss arising from the impairment of the security is determined by discounting such security’s expected cash flows at its effective interest rate, taking into account the security’s purchase price. The key inputs relating to such expected cash flows consist of the future scheduled payments on the underlying loans and the estimated frequency and severity of future defaults on these loans. For those securities as to which the Company recognized credit losses in 2010 as a result of determinations that such securities were other than temporarily impaired, representative default frequency estimates ranged from 2.3% to 6.9% and representative default severity estimates ranged from 37.6% to 60.0%.

In the case of corporate securities as to which a decline in fair value is determined to be other than temporary, the key input utilized to establish the amount of credit loss arising from the impairment of the security is the market price for such security. For each such security, the Company obtains such market price from a single independent nationally recognized pricing service. The Company has not in any instance adjusted the market price so obtained; however, management reviews these prices for reasonableness, taking into account both security-specific factors and its knowledge and understanding of pricing methodologies used by the service. The credit loss is determined to be equal to the excess of the Company’s amortized cost over such market price for such security, as measured at the time of the impairment; as such, the entirety of the market depreciation in value is deemed to be reflective of credit loss.

At September 30, 2010, the total amortized cost of the Company’s holdings of collateralized debt obligations was $208.0 million and their total fair value was $163.4 million. These holdings consist of a highly diversified portfolio of fifty-one different collateralized loan obligation (“CLO”) investments, substantially all of which are within senior tranches in the CLO structure and a substantial majority of which were issued in the 2004-2007 time frame. Substantially all of these CLOs are collateralized by an actively managed, highly diversified portfolio of floating rate senior secured loans to numerous public and private corporate borrowers. The 2008-2009 global financial crisis resulted in significant and ongoing dislocations in the market for securities of this type, resulting in the cessation of new issuances of such securities and decreased market liquidity for existing issues, such as those held by the Company, as well as widespread and significant declines in their market values. However, the effects of the financial crisis on the Company’s CLO holdings have diminished over time; moreover, these securities have performed in accordance with their contractual payment terms since their acquisition by the Company (with the exception of four securities, which management has determined to be other than temporarily impaired). Further, despite the extraordinarily challenging environment that has prevailed in recent years due to the such crisis, the defaults having occurred on the loans underlying these CLOs since their issuances, taking into account their incidence and severity, have been at levels at which losses to the holders of the CLOs would be borne solely by the securities in the subordinated tranches. Based upon this actual experience and upon the Company’s estimates of the future cash flows with respect to these CLOs, which take into account the estimated frequency and severity of future defaults on the underlying loans, as well as the senior positions of the individual CLOs in their securitization structures and the sizes of the subordinate tranches in these structures that would first absorb losses arising from such defaults, and taking into account that the Company does not intend to sell any of these securities and that it is not more likely than not that it will be required to do so before recovery of the security’s amortized cost

-13-

At ~~March 31,~~September 30, 2010, the Company held approximately ~~$1,220.8~~$813.1 million of insured municipal fixed maturity securities, which represented approximately ~~20%~~12.4% of the Company’s total invested assets. ~~These~~Based upon the highest of the ratings assigned to the respective securities by Standard & Poor’s, Moody’s and Fitch, the securities had a weighted average credit rating of ~~“AA” by nationally recognized statistical rating organizations~~“A” at ~~March 31,~~September 30, 2010. For the portion of these securities having ratings by nationally recognized statistical rating organizations without giving effect to the credit enhancement provided by the insurance, which totaled ~~$848.0~~$764.8 million at ~~March 31,~~September 30, 2010, ~~the~~this weighted average credit rating at such date ~~by such organizations~~ was ~~also~~ “AA”. Insurers of significant portions of the municipal fixed maturity securities held by the Company at ~~March 31,~~September 30, 2010 included National Public Finance Guarantee Corp. ($~~326.7~~309.2 million), Assured Guaranty ($~~218.6~~230.7 million), Ambac Financial Group, Inc. ($~~145.5~~151.1 million), Financial Guaranty Insurance Company ($~~51.3~~37.2 million) and Radian ($~~32.2~~31.3 million). At ~~March 31,~~September 30, 2010, the Company did not have significant holdings of credit enhanced asset-backed or mortgage-backed securities, nor did it have any significant direct investments in the guarantors of the municipal fixed maturity securities held by the Company.

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note C –— Fair Value Measurements

The Company measures its assets and liabilities recorded at fair value in the consolidated balance sheet based on the framework set forth in the GAAP fair value accounting guidance. This framework establishes a fair value hierarchy of three levels based upon the transparency and availability of information used in measuring the fair value of assets or liabilities as of the measurement date. The levels are categorized as follows:

Level 1-1 — Valuation is based upon quoted prices for identical assets or liabilities in active markets. Level 1 fair value is not subject to valuation adjustments or block discounts.

Level 2 — Valuation is based upon quoted prices for similar assets or liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active. In addition, a company may use various valuation techniques or pricing models that use observable inputs to measure fair value.

Level 3 — Valuation is generated from techniques in which one or more of the significant inputs for valuing such assets or liabilities are not observable. These inputs may reflect the Company’s best estimates of the various assumptions that market participants would use in valuing the financial assets and financial liabilities.

For these purposes, the Company determines the existence of an active market for an asset or liability based on its judgment as to whether transactions for the asset or liability occur in such market with sufficient frequency and volume to provide reliable pricing information. If the Company concludes that there has been a significant decrease in the volume and level of activity for an investment in relation to normal market activity for such investment, adjustments to transactions and quoted prices are made to estimate fair value.

The Company’s investments in fixed maturity securities available for sale, equity securities available for sale, trading account securities, assets held in the separate account and its liabilities for securities sold, not yet purchased are carried at fair value. The methodologies and valuation techniques used by the Company to value its assets and liabilities measured at fair value are described below.

Instruments included in fixed maturity securities available for sale include mortgage-backed and corporate securities, U.S. Treasury and other U.S. government guaranteed securities, securities issued by U.S. government-sponsored enterprises, and obligations of U.S. states, municipalities and political subdivisions. The market liquidity of each security is taken into consideration in the valuation technique used to value such security. For securities where market transactions involving identical or comparable assets generate sufficient relevant information, the Company employs a market approach to valuation. If sufficient information is not generated from market transactions involving identical or comparable assets, the Company uses an income approach to valuation. The majority of the instruments included in fixed maturity securities available for sale are valued utilizing observable inputs; accordingly, they are categorized in either Level l1 or Level 2 of the fair value hierarchy described above. However, in instances where significant inputs utilized are unobservable, the securities are categorized in Level 3 of the fair value hierarchy.

The inputs used in the valuation techniques employed by the Company are provided by nationally recognized pricing services, external investment managers and internal resources. To assess these inputs, the Company’s review process includes, but is not limited to, quantitative analysis including benchmarking, initial and ongoing evaluations of methodologies used by external parties to calculate fair value, and ongoing evaluations of fair value estimates based on the Company’s knowledge and monitoring of market conditions.

~~The Company uses various~~Various valuation techniques and pricing models ~~to measure~~are utilized in connection with the measurement of the fair value of ~~its~~the Company’s investments in residential mortgage-backed securities and commercial mortgage-backed securities, including option-adjusted spread models, volatility-driven multi-dimensional single cash flow stream models and matrix correlation to comparable securities. Residential mortgage-backed securities include U.S. agency securities and collateralized mortgage obligations. Inputs utilized in connection with the valuation techniques relating to this class of securities include monthly payment and performance information with respect to the underlying loans, including prepayments, default severity, delinquencies, market indices and the amounts of the tranches in the particular structure which are senior or subordinate, as applicable, to the tranche represented by the Company’s investment. A portion of the Company’s investments in mortgage-backed securities are valued using observable inputs and therefore categorized in Level 2 of the fair value hierarchy. The remaining mortgage-backed securities are valued using ~~varying numbers of~~ non-binding broker quotes or a discount rate adjustment technique based on internal assumptions for expected cash flows and appropriately risk-adjusted discount rates. These methodologies rely on unobservable inputs and thus these securities are categorized in Level 3 of the fair value hierarchy.quotes.

~~-12-~~-15-

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note C –— Fair Value Measurements –— (Continued)

These methodologies rely on unobservable inputs and thus these securities are categorized in Level 3 of the fair value hierarchy.

During the quarter ended September 30, 2010, the Company elected to utilize a pricing service or, in instances where such service did not provide a price for a particular security, non-binding broker quotes as the key input in place of the internal discounted cash flow methodologies previously utilized in its valuation techniques for certain of its investments in RMBS, commercial mortgage-backed securities, asset-backed securities, and collateralized debt obligations. In each instance, the Company obtained the market price from a single independent nationally recognized pricing service or, where applicable, obtained a quote from a single broker believed to be knowledgeable regarding market conditions for the particular security. The Company did not in any instance adjust any market price or broker quote so obtained; however, management reviews these prices and quotes for reasonableness, taking into account both security-specific factors and its knowledge and understanding of the pricing methodologies used by the service or broker, as applicable. This change was made based on the Company’s determination that, based upon the increased levels of orderly market trading activity, new issuances or both with respect to these securities arising from the ongoing improvements in capital and financial market conditions, that the markets for these investments had ceased to be inactive. The Company recategorized investments having a total of $96.2 million in fair value from Level 3 to Level 2 during the quarter ended September 30, 2010 as a result of this change.

Corporate securities primarily include fixed rate corporate bonds, floating and variable rate notes and securities acquired through private placements. ~~The Company uses~~Inputs utilized in connection with the Company’s valuation techniques relating to this class of securities include recently executed transactions, market price quotations, benchmark yields, ~~and~~ issuer spreads ~~to arrive at~~and, in the ~~fair value~~case of its investments in corporate securities and collateralized debt obligations. The majority of the corporate securities, other than securities acquired through private placements, are categorized in Level 2 of the fair value hierarchy. Collateralized debt obligations and private placement corporate securities, ~~are valued with~~cash flow models. These cash flow models ~~using~~utilize yield curves, issuer-provided information and material events as key inputs. Corporate securities are categorized in Level 2 of the fair value hierarchy, other than securities acquired through private placements, which are categorized in Level 3 of the fair value hierarchy.

Collateralized debt obligations consist of collateralized loan obligations, which are described in more detail in Note B to the Consolidated Financial Statements. The Company’s valuation techniques relating to this class of securities utilize non-binding broker quotes as their key input. As ~~these inputs are~~this input is generally unobservable, collateralized debt obligations ~~and private placement securities~~ are categorized in Level 3 of the fair value hierarchy.

U.S. Treasury and other U.S. government guaranteed securities include U.S. Treasury bonds and notes, Treasury Inflation Protected Securities (“TIPS”) and other U.S. government guaranteed securities. The fair values of the U.S. Treasury securities and TIPS are based on quoted prices in active markets and are generally categorized in Level 1 of the fair value hierarchy.

~~Other~~Inputs utilized in connection with the Company’s valuation techniques relating to its investments in other U.S. government guaranteed securities, ~~are valued based on observable inputs including~~as well as its investments in U.S. government-sponsored enterprise securities, which consist of medium term notes issued by these enterprises, include recently executed transactions, interest rate yield curves, maturity dates, market price quotations and credit spreads relating to similar instruments. ~~Accordingly, these securities are generally categorized in Level 2 of the fair value hierarchy.~~

U.S. government-sponsored enterprise securities include issues of medium term notes by U.S. government-sponsored enterprises. The Company uses recently executed transactions, market price quotations, benchmark yields and issuer spreads to arrive at the fair value of these instruments. These inputs are generally observable and accordingly, these securities are generally categorized in Level 2 of the fair value hierarchy.

Obligations of U.S. states, municipalities and ~~other~~ political subdivisions primarily include bonds or notes issued by ~~U.S~~U.S. municipalities. ~~The Company values these~~Inputs utilized in connection with the Company’s valuation techniques relating to this class of securities ~~using~~include recently executed transactions and other market data, spreads, benchmark curves including treasury and other benchmarks, trustee reports, material event notices, new issue data, and ~~trustee reports.~~issuer financial statements. These inputs are generally observable and these securities are generally categorized in Level 2 of the fair value hierarchy.

Other investments held at fair value primarily consist of equity securities available for sale and trading account securities. These investments are primarily valued at quoted active market prices and are therefore categorized in Level 1 of the fair value hierarchy. For private equity investments, since quoted market prices are not available, the transaction price is used as the best estimate of fair value at inception. When evidence is believed to support a change to the carrying value from the transaction price, adjustments are made to reflect expected exit values. Ongoing reviews by Company management are based on assessments of each underlying investment, ~~incorporating,~~and the inputs utilized in these reviews include, among other things, the evaluation of financing and sale transactions with third parties, expected cash flows, material events and market-based information. These investments are included in Level 3 of the fair value hierarchy.

-16-

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note C — Fair Value Measurements — (Continued)

Assets held in the separate account represent funds invested in a separately administered variable life insurance product for which the policyholder, rather than the Company, bears the investment risk. These assets are invested in interests in a limited liability company that invests in ~~entities~~funds which trade in various financial instruments. This limited liability company, all of whose interests are owned by the Company’s separate account, utilizes the financial statements furnished by the funds to determine the values of its investments in such funds and the carrying value of each such investment, which is based on its proportionate interest in the relevant fund as of the balance sheet date. As such, these funds’ financial statements constitute the key input in the Company’s valuation of its investment in this limited liability company. The Company concluded that the value calculated using the equity method of accounting on its investment in this limited liability company was reflective of the fair market value of such ~~investments.~~investment. The investment portfolios of the funds in which the fund investments are maintained vary from fund to fund, but are generally comprised of liquid, publicly traded securities that have readily determinable market values and which are carried at fair value on the financial statements of such funds, substantially all of which are audited annually. The amount that an investor is entitled to receive upon the redemption of its investment from the applicable fund is determined by reference to such security values. The Company utilizes the financial statements furnished by the funds to determine the values of its investments in such funds and the carrying value of each such investment, which is based on its proportionate interest in the relevant fund as of the balance sheet date. These investments are included in Level 3 of the fair value hierarchy.

Other liabilities measured at fair value ~~consist of~~include securities sold, not yet purchased. These securities are valued using the quoted active market prices of the securities sold and are categorized in Level 1 of the fair value hierarchy.

Assets and liabilities measured at fair value in the consolidated balance sheet on a recurring basis are summarized below:


	September 30, 2010
	Total		Level 1		Level 2		Level 3
	(dollars in thousands)
Assets:
Fixed maturity securities, available for sale:
Agency residential mortgage-backed securities	$	810,143	$	—	$	759,615	$	50,528
Non-agency residential mortgage-backed securities		828,154		—		787,958		40,196
Commercial mortgage-backed securities		32,492		—		25,654		6,838
Corporate securities		1,436,120		—		1,370,383		65,737
Collateralized debt obligations		163,388		—		—		163,388
U.S. Treasury and other U.S. Government guaranteed securities		223,646		151,031		63,540		9,075
U.S. Government-sponsored enterprise securities		107,259		—		107,259		—
Obligations of U.S. states, municipalities and political subdivisions		2,122,959		13,565		2,109,394		—
Other investments		126,658		119,331		—		7,327
Assets held in separate account		117,321		—		—		117,321

Total	$	5,968,140	$	283,927	$	5,223,803	$	460,410


Liabilities:
Other liabilities	$	70,490	$	70,490	$	—	$	—

~~-13-~~-17-

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note C –— Fair Value Measurements –— (Continued)

~~Assets and liabilities measured at fair value in the consolidated balance sheet on a recurring basis are summarized below:~~

March 31, 2010
Total Level 1 Level 2 Level 3
(dollars in thousands)
Assets:

Fixed maturity securities, available for sale:
Residential mortgage-backed securities $ 1,567,845 $ — $ 1,413,632 $ 154,213
Commercial mortgage-backed securities 26,296 — — 26,296
Corporate securities 1,256,729 5,382 1,162,879 88,468
Collateralized debt obligations 115,029 — — 115,029
U.S. Treasury and other U.S. Government guaranteed securities 199,252 166,549 27,264 5,439
U.S. Government-sponsored enterprise securities 45,250 — 45,250 —
Obligations of U.S. states, municipalities and political subdivisions 1,897,411 — 1,897,411 —
Other investments 95,686 86,322 — 9,364
Assets held in separate account 115,277 — — 115,277

Total $ 5,318,775 $ 258,253 $ 4,546,436 $ 514,086

Liabilities:

Other liabilities $ 66,596 $ 66,596 $ — $ —

The following table provides reconciliations for Level 3 assets measured at fair value on a recurring basis. Transfers into Level 3 are recognized as of the end of the period.

Three Months Ended March 31, 2010
U.S.
Residential Commercial Treasury and Assets
Mortgage- Mortgage- Collateralized Gov’t Other U.S. held in
backed backed Corporate Debt Guaranteed Other Separate
Total Securities Securities Securities Obligations Securities Investments Account
(dollars in thousands)
Balance at beginning of quarter $ 514,448 $ 143,513 $ 26,009 $ 95,920 $ 114,444 $ 11,367 $ 9,707 $ 113,488
Total (losses) gains
Included in earnings (16,846 ) (9,952 ) (1,197 ) (2,232 ) (3,265 ) (22 ) (178 ) —
Included in other comprehensive income 11,440 2,076 2,053 (161 ) 7,647 (7 ) (168 ) —
Purchases, issuances and settlements 4,950 18,576 (569 ) (5,153 ) (3,797 ) (5,899 ) 3 1,789
Transfers into Level 3 3,825 — — 3,825 — — — —
Transfer out of Level 3 (3,731 ) — — (3,731 ) — — — —

Balance at end of the period $ 514,086 $ 154,213 $ 26,296 $ 88,468 $ 115,029 $ 5,439 $ 9,364 $ 115,277

Net losses for the period included in earnings attributable to the net change in unrealized gains and losses of assets measured at fair value using unobservable inputs and held at March 31, 2010⁽¹⁾
$ (16,640 ) $ (9,948 ) $ (1,153 ) $ (3,168 ) $ (2,193 ) $ — $ (178 ) $ —


	Three Months Ended September 30, 2010
						Total
						(Losses) Gains
						Included			Purchases
	Balance at		Included			in Other			Issuances			Transfers		Transfers			Balance at
	Beginning of		in			Comprehensive			and			Into		Out			End of the
	Quarter		Earnings			Income			Settlements			Level 3		Level 3			Period
	(dollars in thousands)
Agency residential mortgage-backed securities	$	37,282	$	(51	)	$	406		$	12,891		$	—	$	—		$	50,528
Non-agency residential mortgage- backed securities		111,257		(2,204	)		(10,755	)		(6,146	)		—		(51,956	)		40,196
Commercial mortgage-backed securities		27,130		(500	)		(2,748	)		5,224			—		(22,268	)		6,838
Corporate securities		67,779		2,500			5,539			10,050			1,800		(21,931	)		65,737
Collateralized debt obligations		119,892		1,212			44,566			(2,282	)		—		—			163,388
U.S. Treasury and other U.S. Government guaranteed securities		11,445		(15	)		622			(2,977	)		—		—			9,075
U.S. Government-sponsored enterprise securities		13,794		32			(25	)		(13,801	)		—		—			—
Other Investments		6,190		64			65			1,008			—		—			7,327
Assets held in separate account		113,532		—			—			3,789			—		—			117,321

Total	$	508,301	$	1,038		$	37,670		$	7,756		$	1,800	$	(96,155	)	$	460,410

Net losses for the period included in earnings attributable to the net change in unrealized losses of assets measured at fair value using unobservable inputs and held at September 30, 2010 included corporate securities ($0.2 million) and other investments ($0.1 million). In the third quarter of 2010, net gain (losses) of $0.1 million and $(0.2) million were reported in the consolidated statements of income under the captions “net investment income” and “net realized investment gains (losses)”, respectively.


	Nine Months Ended September 30, 2010
						Total
						(Losses) Gains
						Included			Purchases
	Balance at		Included			in Other			Issuances			Transfers		Transfers			Balance at
	Beginning of		in			Comprehensive			and			Into		Out			End of the
	Year		Earnings			Income			Settlements			Level 3		Level 3			Period
	(dollars in thousands)
Agency residential mortgage-backed securities	$	13,187	$	(248	)	$	1,530		$	36,059		$	—	$	—		$	50,528
Non-agency residential mortgage- backed securities		130,326		(16,346	)		(7,407	)		(14,286	)		—		(52,091	)		40,196
Commercial mortgage-backed securities		26,009		(1,885	)		460			4,522			—		(22,268	)		6,838
Corporate securities		95,920		(1,058	)		5,747			(6,994	)		5,625		(33,503	)		65,737
Collateralized debt obligations		114,444		(889	)		56,240			(6,407	)		—		—			163,388
U.S. Treasury and other U.S. Government guaranteed securities		11,367		(39	)		290			(2,543	)		—		—			9,075
U.S. Government-sponsored enterprise securities		—		35			—			(35	)		—		—			—
Other investments		9,707		530			(294	)		(2,616	)		—		—			7,327
Assets held in separate account		113,488		—			—			3,833			—		—			117,321

Total	$	514,448	$	(19,900	)	$	56,566		$	11,533		$	5,625	$	(107,862	)	$	460,410

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note C –— Fair Value Measurements –— (Continued)

Net losses for the period included in earnings attributable to the net change in unrealized losses of assets measured at fair value using unobservable inputs and held at September 30, 2010 included non-agency residential mortgage-backed securities ($14.2 million), commercial mortgage-backed securities ($1.4 million), corporate securities ($4.8 million), collateralized debt obligations ($2.2 million) and other investments ($0.1 million). In the first nine months of 2010, net losses of $(0.1) million and $(22.6) million were reported in the consolidated statements of income under the captions “net investment income” and “net realized investment gains (losses)”, respectively.

The carrying value and estimated fair value of certain of the Company’s financial instruments not recorded at fair value in the consolidated balance sheets are shown below. Because fair values for all balance sheet items are not included, the aggregate fair value amounts presented below are not reflective of the underlying value of the Company.


	March 31, 2010				December 31, 2009				September 30, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value		Value		Value		Value		Value
	(dollars in thousands)								(dollars in thousands)
Assets:
Short-term investments		420,292		420,292		406,782		406,782		360,415		360,415		406,782		406,782
Other investments		345,927		345,927		370,565		370,565		349,778		349,778		370,565		370,565

Liabilities:
Policyholder account balances		1,384,568		1,510,737		1,351,565		1,471,669		1,573,093		1,750,623		1,351,565		1,471,669
Corporate debt		393,750		405,329		365,750		361,754		368,750		402,546		365,750		361,754
Junior subordinated debentures		175,000		146,860		175,000		124,600		175,000		161,205		175,000		124,600
Advances from Federal Home Loan Bank		55,342		69,425		55,342		68,320		55,342		75,639		55,342		68,320
Liabilities related to separate account		115,277		115,277		113,488		113,488		117,321		117,321		113,488		113,488

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note D –— Corporate Debt

On January 20, 2010, the Company issued the 2020 Senior Notes pursuant to an effective registration statement. The 2020 Senior Notes were issued in an aggregate principal amount of $250 million with an interest rate of 7.875% and a maturity date of January 31, 2020. The interest on the 2020 Senior Notes ~~will be~~is paid semi-annually in arrears on January 31 and July ~~31, commencing on July 31, 2010.~~31.. The 2020 Senior Notes may be redeemed in whole at any time or in part from time to time, at the Company’s option, at a redemption price equal to the greater of 100% of the principal amount of the 2020 Senior Notes being redeemed and the applicable make-whole amount (which, in general, would consist of the sum of the present values of the remaining scheduled payments of principal and interest on the 2020 Senior Notes being redeemed discounted to the redemption date by the applicable U.S. Treasury security yield plus an applicable spread), in each case plus any accrued and unpaid interest. The Company used the proceeds from the issuance of the 2020 Senior Notes to repay in full the $222.0 million of outstanding borrowings under the Amended Credit Agreement and for general corporate purposes.

During the second quarter of 2010, the Company repurchased $5.0 million principal amount of the 2033 Senior Notes. During the third quarter of 2010, the Company effected two partial redemptions of the 2033 Senior Notes relating to a total of $70.0 million in aggregate principal amount of such notes, $20.0 million in aggregate principal amount on July 14, 2010 and $50.0 million in aggregate principal amount on September 21, 2010. The Company recognized a loss of $2.6 million, net of an income tax benefit of $1.4 million during the first nine months of 2010 from the early retirement of such notes pursuant to these transactions. In addition, the September 2010 redemption resulted in the redesignation of the series of covered debt benefiting from the replacement capital covenant into which the Company entered in connection with the issuance of its Junior Subordinated Debentures. Accordingly, the 2033 Senior Notes ceased being the covered debt under such covenant and the 2020 Senior Notes became the covered debt under such covenant. At September 30, 2010, $68.8 million in aggregate principal amount of the 2033 Senior Notes remained outstanding. On November 8, 2010, the Company gave notice of redemption of all of the outstanding 2033 Senior Notes. Such redemption will occur on December 23, 2010.

Note E — Segment Information


	Three Months Ended						Three Months Ended						Nine Months Ended
	March 31,						September 30,						September 30,
	2010			2009			2010			2009			2010			2009
	(dollars in thousands)						(dollars in thousands)
Revenues:
Group employee benefit products	$	386,291		$	381,521		$	399,976		$	385,809		$	1,173,139		$	1,163,866
Asset accumulation products		31,597			27,501			32,020			32,775			94,107			95,740
Other⁽¹⁾		13,925			11,554			11,909			12,708			39,272			36,730

		431,813			420,576			443,905			431,292			1,306,518			1,296,336
Net realized investment losses		(15,106	)		(21,999	)
Net realized investment gains (losses)								1,192			(50,459	)		(27,788	)		(99,929	)
Loss on early retirement of senior notes								(3,760	)		—			(3,972	)		—

	$	416,707		$	398,577		$	441,337		$	380,833		$	1,274,758		$	1,196,407

Operating income (loss):
Operating income:
Group employee benefit products	$	70,832		$	58,835		$	73,071		$	74,678		$	212,746		$	212,284
Asset accumulation products		10,412			8,038			10,596			13,792			32,324			35,497
Other⁽¹⁾		(7,382	)		(8,029	)		(7,914	)		(7,703	)		(22,214	)		(24,656	)

		73,862			58,844			75,753			80,767			222,856			223,125
Net realized investment losses		(15,106	)		(21,999	)
Net realized investment gains (losses)								1,192			(50,459	)		(27,788	)		(99,929	)
Loss on early retirement of senior notes								(3,760	)		—			(3,972	)		—

	$	58,756		$	36,845		$	73,185		$	30,308		$	191,096		$	123,196

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
(Unaudited)

Note F — Comprehensive Income (Loss) — (Continued)

$390.1 million for the first ~~three~~nine months of 2010 and 2009, respectively, and $151.1 million and $207.3 million for the third quarters of 2010 and 2009, respectively. Net unrealized losses on securities available for sale decreased ~~$24.1 million and $15.6~~$170.3 million in the first ~~three~~nine months of 2010 and ~~2009, respectively.~~$103.7 million in the third quarter of 2010.

Note G –— Stock-Based Compensation

The Company recognized stock-based compensation expenses of ~~$2.1~~$6.5 million and ~~$2.4~~$7.7 million in the first ~~quarters~~nine months of 2010 and 2009, respectively, of which $2.1 million and $2.8 million was recognized in the third quarter of 2010 and 2009, respectively. The remaining unrecognized compensation expense related to unvested awards at ~~March 31,~~September 30, 2010 was ~~$21.3~~$18.3 million and the weighted average period of time over which this expense will be recognized is ~~3.4~~3.1 years.

The fair values of options were estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions for the first ~~quarter~~nine months of 2010: expected volatility – ~~42.8%~~43.0%, expected dividends – ~~1.9%~~1.83%, expected lives of the options – 6.1 years, and the risk free rate – 2.7%. The following weighted average assumptions were used for the first ~~quarter~~nine months of 2009: expected volatility – ~~37.3%~~39.4%, expected dividends – ~~3.2%~~1.82%, expected lives of the options – ~~6.2~~7.3 years, and the risk free rate – ~~2.0%~~3.0%.

~~-16-~~

~~DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES~~
~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~
~~(Unaudited)~~

~~Note G — Stock-Based Compensation — (Continued)~~

The expected volatility reflects the Company’s past monthly stock price volatility. The dividend yield is based on the Company’s historical dividend payments. The Company used the historical average period from the Company’s issuance of an option to its exercise or cancellation and the average remaining years until expiration for the Company’s outstanding options to estimate the expected life of options for which the Company had sufficient historical exercise data. The Company used the “simplified method” to estimate the expected life of options for which sufficient historical data was not available due to significant differences in the vesting periods of these grants compared to previously issued grants. The risk-free rate is derived from public data sources at the time of each option grant. Compensation cost is recognized over the requisite service period of the option using the straight-line method.

Option activity with respect to the Company’s plans, excluding the performance-contingent incentive options referenced further below, was as follows:


						Weighted									Weighted
				Weighted		Average		Aggregate					Weighted		Average		Aggregate
	Number			Average		Remaining		Intrinsic		Number			Average		Remaining		Intrinsic
	of			Exercise		Contractual		Value		of			Exercise		Contractual		Value
Options	Options			Price		Term		($000)		Options			Price		Term		($000)
Outstanding at January 1, 2010		3,927,758		$	29.10						3,927,758		$	29.10
Granted		499,919			21.24						553,470			21.73
Exercised		(164,938	)		13.18						(239,860	)		13.84
Forfeited		(12,350	)		25.77						(188,775	)		28.82
Expired		(750	)		33.43						(20,323	)		29.27

Outstanding at March 31, 2010		4,249,639			28.80		7.1	$	7,387
Outstanding at September 30, 2010											4,032,270			29.01		6.7	$	6,362


Exercisable at March 31, 2010		1,897,213		$	29.62		5.7	$	3,007
Exercisable at September 30, 2010											2,216,015		$	30.47		5.7	$	2,385

DELPHI FINANCIAL GROUP, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The Company, through its subsidiaries, underwrites a diverse portfolio of group employee benefit products, primarily long-term and short-term disability, life, excess workers’ compensation insurance for self-insured employers, large casualty programs including large deductible workers’ compensation, travel accident, dental and limited benefit health insurance. Revenues from this group of products are primarily comprised of earned premiums and investment income. The profitability of group employee benefit products is affected by, among other things, differences between actual and projected claims experience, the retention of existing customers, product mix and the Company’s ability to attract new customers, change premium rates and contract terms for existing customers and control administrative expenses. The Company transfers its exposure to a portion of its group employee benefit risks through reinsurance ceded arrangements with other insurance and reinsurance companies. Accordingly, the profitability of the Company’s group employee benefit products is affected by the amount, cost and terms of reinsurance it obtains. The profitability of those group employee benefit products for which reserves are discounted, in particular, the Company’s disability and primary and excess workers’ compensation products, is also significantly affected by the difference between the yield achieved on invested assets and the discount rate used to calculate the related reserves.

The Company continues to benefit from the favorable market conditions which have in recent years prevailed for its excess workers’ compensation products as to pricing and other contract terms for these products. However, due primarily to improvements in the primary workers’ compensation market resulting in lower premium rates in that market, conditions relating to new business production and growth in premiums for the Company’s excess workers’ compensation products have been less favorable in recent years. In response to these conditions, the Company has enhanced its focus on its sales and marketing function for these products and has ~~recently achieved~~been achieving significantly improved levels of new business production for these products. In addition, based on the growth and development of the Company’s assumed workers’ compensation and casualty reinsurance product, the Company ~~has~~ included this product in its core products beginning with the third quarter of 2009.

For its other group employee benefit products, the Company is presently experiencing challenging market conditions from a competitive standpoint, particularly as to pricing. These conditions, in addition to the downward pressure on employment and wage levels exerted by the recent recession, are adversely impacting the Company’s ability to achieve levels of new business production and growth in premiums for these products commensurate with those achieved in prior years. For these products, the Company is continuing to enhance its focus on the small case niche (insured groups of 10 to 500 individuals), including employers which are first-time providers of these employee benefits, which the Company believes to offer opportunities for superior profitability. The Company is also emphasizing its suite of voluntary group insurance products, which includes, among others, its group limited benefit health insurance product. ~~The Company is presently reviewing the continuing viability of this product in light of the new requirements imposed by~~In response to the recently adopted federal health care reform legislation, ~~which remains subject to implementing agency regulations~~the Company, effective in September 2010, is issuing all of its new and ~~future legislative action and no assurance~~renewal limited benefit health policies under a fixed indemnity benefit structure that will be exempt from certain of the requirements of the legislation that will then become effective. However, it is uncertain whether this product can be ~~given as to~~effectively marketed once the ~~timing~~minimum medical coverage requirements of ~~such review’s completion or its outcome.~~the legislation become effective in 2014, since this product’s coverage will not satisfy these requirements. The Company markets its other group employee benefit products on an unbundled basis and as part of an integrated employee benefit program that combines employee benefit insurance coverages and absence management services. The integrated employee benefit program, which the Company believes helps to differentiate itself from competitors by offering clients improved productivity from reduced employee absence, has enhanced the Company’s ability to market its other group employee benefit products to large employers.

The Company also operates an asset accumulation business that focuses primarily on offering fixed annuities to individuals. In addition, during the first quarter of 2006, the Company issued $100 million in aggregate principal amount of fixed and floating rate funding agreements with maturities of three to five years in connection with the issuance by an unconsolidated special purpose vehicle of funding agreement-backed notes in a corresponding principal amount. In March 2009, the Company repaid $35.0 million in aggregate principal amount of the floating rate funding agreements at their maturity, resulting in a corresponding repayment of the funding agreement-backed notes. ~~Also, during the third quarter of 2008,~~From time to time, the Company ~~acquired a block~~acquires blocks of existing SPDA and FPA policies from ~~another insurer~~other insurers through an indemnity assumed reinsurance ~~transaction with such insurer that resulted in the assumption by the Company of policyholder account balances in the amount of $135.0 million.~~transactions. The Company believes that

-23-

credited with respect to these products. The Company sets the crediting rates offered on its asset accumulation products in an effort to achieve its targeted interest rate spreads on these products, and is willing to accept lower levels of sales on these products when market conditions make these targeted spreads more difficult to achieve.

The management of the Company’s investment portfolio is an important component of its profitability. ~~Over~~Beginning in the second half of 2007, ~~and continuing into early 2010,~~ due primarily to the extraordinary stresses affecting the banking system, the housing market and the financial markets generally, particularly the structured mortgage securities market, the financial markets have been the subject of extraordinary volatility. At the same time the overall level of risk-free interest rates has declined substantially. These market conditions resulted in a significant decrease in the Company’s level of net investment income for 2008, due primarily to the adverse performance of those investments whose changes in value, positive or negative, are included in the Company’s net investment income, such as investment funds organized as limited partnerships and limited liability companies, trading account securities and hybrid financial instruments. In an effort to reduce fluctuations of this type in its net investment income, the Company has repositioned its investment portfolio to reduce its holdings of these types of investments and, in particular, those investments whose performance had demonstrated the highest levels of variability. As part of this effort, the Company has increased its investments in more traditional sectors of the fixed income market such as mortgage-backed securities and municipal bonds. In addition, in light of these market conditions, the Company has been maintaining a significantly larger proportion of its portfolio in short-term investments, which totaled ~~$420.3~~$360.4 million and $406.8 million at ~~March 31,~~September 30, 2010 and December 31, 2009, respectively. The Company ~~is presently~~has recently been engaged in efforts to deploy a significant portion of these short-term investments into longer-term fixed maturity securities which offer more attractive ~~yields; however,~~yields. However, especially since the recent market environment, in which low interest rates and tight credit spreads have been prevailing, has made it particularly challenging to make new investments on terms which the Company deems attractive, no assurance can be given as to the timing of the completion of these efforts or their ultimate outcome.

The Company achieved significantly improved levels of investment income in its repositioned investment portfolio in 2009 and in the first ~~quarter~~nine months of 2010, during which more favorable market conditions emerged, as compared to 2008. However, ~~these~~ market conditions may ~~worsen in the future~~continue to be volatile and may result in significant fluctuations in net investment income, and as a result, in the Company’s results of operations. Accordingly, there can be no assurance as to the impact of the Company’s investment repositioning on the level or variability of its future net investment income. In addition, while the total carrying value of the Company’s available for sale investment portfolio has increased in recent quarters, the Company’s realized investment losses from declines in ~~market~~fair value relative to the amortized cost of various securities that it determined to be other than temporary increased significantly during 2009. Investment losses of this type moderated significantly during the first nine months of 2010 and in the third quarter of ~~2010; however,~~2010, the Company had net realized investment gains. However, in light of the continuing effects of the market conditions discussed above, ~~such~~ investment losses may ~~continue or increase~~recur in the future and it is not possible to predict the timing or magnitude of such losses.

The following discussion and analysis of the results of operations and financial condition of the Company should be read in conjunction with the Consolidated Financial Statements and related notes included in this document, as well as the Company’s annual report on Form 10-K for the year ended December 31, 2009 (the “2009 Form 10-K”). Capitalized terms used herein without definition have the meanings ascribed to them in the 2009 Form 10-K. The preparation of financial statements in conformity with GAAP requires management, in some instances, to make judgments about the application of these principles. The amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period could differ materially from the amounts reported if different conditions existed or different judgments were utilized. A discussion of how management applies certain critical accounting policies and makes certain estimates is contained in the 2009 Form 10-K in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” and should be read in conjunction with the following discussion and analysis of results of operations and financial condition of the Company. In addition, a discussion of uncertainties and contingencies which can affect actual results and could cause future results to differ materially from those expressed in certain forward-looking statements contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations can be found below under the caption “Forward-Looking Statements And Cautionary Statements Regarding Certain Factors That May Affect Future Results,” in Part I, Item 1A of the 2009 Form 10-K, “Risk Factors”.

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Results of Operations

Nine Months Ended September 30, 2010 Compared to
Nine Months Ended September 30, 2009

Summary of Results.Net income attributable to shareholders was ~~$37.7~~$120.8 million, or ~~$0.68~~$2.17 per diluted share, in the first ~~quarter~~nine months of 2010 as compared to ~~$24.5~~$82.3 million, or ~~$0.51~~$1.63 per diluted share, in the first ~~quarter~~nine months of 2009. Net income in the first ~~quarters~~nine months of 2010 and 2009 included net realized investment losses, net of the related income tax benefit, of ~~$9.8~~$18.1 million, or ~~$0.18~~$0.32 per diluted share, and ~~$14.3~~$65.0 million, or ~~$0.30~~$1.28 per diluted share, respectively. Net income in the first ~~quarter~~nine months of 2010 as compared to the first ~~quarter~~nine months of 2009 benefited from ~~a significant~~an increase in net investment income ~~including increased~~and a decrease in the level of realized investment ~~spreads on the Company’s asset accumulation products, and growth in income from the Company’s core group employee benefit products,~~losses, and, on a per-share basis, was adversely impacted by the Company’s two Class A Common Stock offerings completed during 2009. Net investment income in the first ~~quarter~~nine months of 2010, which increased ~~34%~~2% from the first ~~quarter~~nine months of 2009, reflects ana 20% increase in average invested assets, partially offset by a decrease in the tax equivalent weighted average annualized yield to ~~6.2%~~6.0% from ~~5.8%~~7.0%. Net realized investment losses in the first nine months of 2010 and 2009 included losses, net of the related income tax benefit, of $32.6 million, or $0.59 per diluted share, and $61.5 million, or $1.21 per diluted share, respectively, due to the other than temporary declines in the fair values of certain fixed maturity securities and other investments.

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~~The Company believes that the~~Operating earnings, which is a non-GAAP financial measure, ~~of “operating earnings” is informative when analyzing the trends relating to the Company’s insurance operations. Operating earnings~~ consist of net income ~~from continuing operations~~attributable to shareholders excluding after-tax realized investment gains and losses, ~~and the loss~~losses on ~~redemption~~early retirement of senior notes and junior subordinated deferrable interest debentures and results from discontinued operations, as applicable. The Company believes that because ~~realized investment gains and losses, redemption of junior subordinated deferrable interest debentures and discontinued operations~~these excluded items arise from events ~~whose occurrence is, to a significant extent,~~that are largely within management’s discretion and whose fluctuations can ~~fluctuate significantly, thus distorting~~distort comparisons between periods, a measure excluding their impact is useful in analyzing the Company’s operating trends. ~~Redemptions of junior subordinated deferrable interest debentures occur based on management’s decision to redeem such debentures.~~ Investment gains or losses ~~may be~~are realized based on management’s decision to dispose of an investment, and investment losses ~~may be~~are realized based on management’s judgment that a decline in the ~~market~~fair value of an investment is other than temporary. Early retirement of senior notes and junior subordinated deferrable interest debentures occurs based on management’s decision to redeem or repurchase these notes and debentures. Discontinued operations ~~occur based on~~result from management’s decision to exit or sell a particular business. Thus, ~~realized investment gains and losses, losses on redemption of junior subordinated deferrable interest debentures and results from discontinued operations~~these excluded items are not reflective of the Company’s ongoing earnings capacity, and trends in the earnings of the Company’s underlying insurance operations can be more clearly identified ~~by removing the effects of these items.~~without their effects. For these reasons, management uses the measure of operating earnings to assess performance ~~including in connection with certain of the performance goals under its incentive compensation plans,~~ and to make operating plans and ~~decisions. The~~decisions, and the Company believes that analysts and investors typically ~~find~~utilize measures of this type ~~to be useful~~ as ~~part~~one element of their evaluations of insurers’ financial performance. However, gains ~~and~~or losses ~~of these types,~~from the excluded items, particularly as to investments, can occur ~~regularly~~frequently and should not be considered as nonrecurring items. Further, operating earnings should not be considered a substitute for net income attributable to shareholders, the most directly comparable GAAP measure, as an indication of the Company’s overall financial performance and may not be calculated in the same manner as similarly titled measures utilized by other companies.

Operating earnings ~~for the Company increased 22% to $47.5~~were $141.4 million, or ~~$0.86~~$2.54 per diluted share, in the first ~~quarter~~nine months of 2010 ~~from $38.8~~as compared to $147.3 million, or ~~$0.81~~$2.91 per diluted share in the first nine months of 2009, primarily due to the interest paid on the 2020 Senior Notes, which were issued in the first quarter of ~~2009. This increase is primarily attributable to a significant increase in net investment income, including increased investment spreads on the Company’s asset accumulation products,~~2010, and, ~~growth in income from the Company’s core group employee benefit products, which,~~ on a ~~per-share~~per share basis, ~~more than offset~~ the impact of the Company’s two Class A Common Stock offerings completed during 2009.

The following table reconciles the ~~respective~~amount of operating earnings ~~amounts~~ to the corresponding amount of net income ~~amounts~~attributable to shareholders for the indicated periods:


	Three Months Ended						Nine Months Ended
	March 31,						September 30,
	2010			2009			2010			2009
Operating earnings	$	47,482		$	38,783		$	141,395		$	147,268
Net realized investment losses, net of taxes^(A)		(9,819	)		(14,299	)		(18,062	)		(64,954	)
Loss on early retirement of senior notes^(B)								(2,582	)		—

Net income	$	37,663		$	24,484
Net income attributable to shareholders							$	120,751		$	82,314


Diluted results per share of common stock Operating earnings	$	0.86		$	0.81
Diluted results per share of common stock:
Operating earnings							$	2.54		$	2.91
Net realized investment losses, net of taxes^(A)		(0.18	)		(0.30	)		(0.32	)		(1.28	)
Loss on early retirement of senior notes^(B)								(0.05	)		—

Net income	$	0.68		$	0.51
Net income attributable to shareholders							$	2.17		$	1.63


(A)		Net of an income tax benefit of ~~$5.3~~$9.7 million and ~~$7.7~~$35.0 million, or ~~$0.10~~$0.17 per diluted share and ~~$0.16~~$0.69 per diluted share, for the ~~three~~nine months ended ~~March 31,~~September 30, 2010 and 2009, respectively. The tax effect is calculated using the Company’s statutory tax rate of 35%.

(B)		Net of an income tax benefit of $1.4 million or $0.02 per diluted share for the nine months ended September 30, 2010. The tax effect is calculated using the Company’s statutory tax rate of 35%.

Premium and Fee Income.Premium and fee income in the first ~~quarter~~nine months of 2010 was ~~$347.8~~$1,057.3 million as compared to ~~$357.7~~$1,052.8 million in the first ~~quarter~~nine months of ~~2009~~.2009. Premiums from core group employee benefit products, which include short-term and long-term disability, life, excess workers’ compensation, travel accident and dental insurance, ~~and~~ assumed workers’ compensation and casualty reinsurance and limited benefit medical insurance, were ~~$333.3~~$1,012.6 million and ~~$344.2~~$1,013.4 million in first ~~quarters~~nine months of 2010 and 2009, respectively. Assumed workers’ compensation and casualty reinsurance is included in the Company’s core group employee benefit products beginning in the third quarter of 2009. Accordingly, to assist in comparability with prior periods, premiums from this product have also been included in premiums from core group employee benefit products for prior periods. Premiums from excess workers’ compensation insurance for self-insured employers ~~were $68.0 million and $67.8~~increased 4% to $213.3 million in the first ~~quarters~~nine months of 2010 ~~and 2009, respectively. Excess workers’ compensation new~~from $205.5 million in the first nine months of 2009. New business production, which represents the annualized amount of new ~~annualized~~ premium sold, for excess workers’ compensation was ~~$13.4~~$39.0 million and $41.0 million in the first ~~quarter~~nine months of 2010 ~~compared to $15.1 million in the first quarter of 2009.~~and 2009, respectively. Premiums from assumed workers’ compensation and casualty reinsurance increased ~~73%~~45% to ~~$11.4~~$36.8 million in the first ~~quarter~~nine months of 2010 from ~~$6.6~~$25.4 million in the first ~~quarter~~nine months of 2009. Assumed workers’ compensation and casualty reinsurance production was ~~$5.1~~$12.2 million in the first ~~quarter~~nine months of 2010 compared to ~~$6.9~~$16.4 million in the first ~~quarter~~nine months of 2009. ~~SNCC’s rates for its 2010 renewal policies declined modestly and SIRs on average are~~

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~~up modestly in 2010 new and renewal policies for its excess workers’ compensation products. SNCC’s retention~~Retention of ~~its~~ existing excess workers’ compensation customers ~~remained strong~~ in the first ~~quarter~~nine months of ~~2010.~~2010 remained strong.

Premiums from the Company’s other core group employee benefit products ~~were $253.9 million and $269.8~~was $762.5 million in the first ~~quarter~~nine months of 2010 ~~and 2009, respectively.~~compared to $782.5 million in the first nine months of 2009. During the first ~~quarter~~nine months of 2010 and 2009, premiums from the Company’s group life products were ~~$97.9~~$291.8 million and ~~$103.7~~$300.1 million, respectively, and premiums from the Company’s group disability products were ~~$134.4~~$406.2 million and ~~$146.4~~$422.8 million, respectively. Premiums from the Company’s turnkey disability business were ~~$13.3~~$37.2 million in the first ~~quarter~~nine months of 2010 compared to ~~$15.2~~$41.0 million in the first ~~quarter~~nine months of 2009. New business production for the Company’s other core group employee benefit products was ~~$40.0~~$141.6 million and ~~$46.6~~$141.0 million in the first ~~quarters~~nine months of 2010 and 2009, respectively. Beginning in the third quarter of 2009, production from the Company’s turnkey disability product is included in core group employee benefit product production. Accordingly, to assist in comparability with prior periods, production from turnkey disability product has also been included in core production for prior periods. The level of production achieved from these products reflects, among other things, the Company’s focus on the small case niche (insured groups of 10 to 500 individuals). The payments received by the Company in connection with loss portfolio transfers, which are episodic in nature and are recorded as liabilities rather than as premiums, ~~increased to $5.1~~were $11.4 million in the first ~~quarter~~nine months of 2010 ~~from $3.7~~as compared to $30.9 million in the first ~~quarter~~nine months of 2009.

Deposits from the Company’s asset accumulation products ~~were $38.8~~increased 16% to $270.4 million in the first ~~quarter~~nine months of 2010 ~~as compared to $59.7~~from $232.2 million in the first ~~quarter~~nine months of 2009. Deposits from the Company’s asset accumulation products, consisting of new annuity sales and issuances of funding agreements, are recorded as liabilities rather than as premiums. The Company is continuing to maintain its discipline in setting the crediting rates offered on its asset accumulation products in 2010 in an effort to achieve its targeted interest rate spreads on these products.

Net Investment Income.Net investment income in the first ~~quarter~~nine months of 2010 was ~~$84.1~~$249.2 million as compared to ~~$62.9~~$243.6 million in the first ~~quarter~~nine months of ~~2009, an increase of 34%.~~2009. This increase reflects an increase in the tax equivalent weighted average annualized yield on invested assets to 6.2% in the first quarter of 2010 from 5.8% in the first quarter of 2009, primarily attributable to the improved performance of the Company’s investments in investment funds organized as limited partnerships and limited liability companies and a higher level of investment income from the Company’s fixed maturity security portfolio resulting from the portfolio repositioning discussed above. See “Introduction”. The level of net investment income in the first ~~quarter~~nine months of 2010 ~~period~~ also reflects a ~~24%~~20% increase in average invested assets to ~~$5,814.3~~$5,960.7 million in 2010 from ~~$4,685.9~~$4,962.3 million in the first ~~quarter~~nine months of ~~2009.~~2009, partially offset by a decrease in the tax equivalent weighted average annualized yield to 6.0% from 7.0%.

Net Realized Investment ~~Losses.~~Gains (Losses).Net realized investment losses ~~decreased to $15.1~~were $(27.8) million in the first ~~quarter~~nine months of 2010 ~~from $22.0~~compared to $(99.9) million in the first ~~quarter~~nine months of 2009. The Company monitors its investments on an ongoing basis. When the ~~market~~fair value of a security ~~classified as available for sale~~ declines below its amortized cost, the decline is included as a component of accumulated other comprehensive income or loss, net of the related income tax benefit and adjustment to cost of business acquired, on the Company’s balance sheet. IfIn the case of a fixed maturity security, if management judges the decline to be other than temporary, the portion of the decline ~~related to~~representing credit ~~losses~~loss is recognized as a realized investment loss in the Company’s income statement and the remaining portion of the decline continues to be included as a component of accumulated other comprehensive income or loss. For all other types of investments, the entire amount of the decline is recognized as a realized investment loss. Due to the continuing effects of the adverse market conditions for financial assets described above, the Company recognized ~~$27.3~~$(62.8) million and $(137.0) million of losses in the first ~~quarter~~nine months of 2010 and 2009, respectively, due to the other than temporary declines in the ~~market~~fair values of certain fixed maturity securities and other investments, of which ~~$23.0~~$(50.2) million and $(94.5) million was recognized as credit-related realized investment losses and ~~$4.3~~$(12.6) million and $(42.5) million remained as a component of accumulated other comprehensive ~~income. The Company recognized $17.6 million of realized losses due to other than temporary impairments in the first quarter of 2009.~~income, respectively. See “Introduction”. The Company’s investment strategy results in periodic sales of securities and, therefore, the recognition of realized investment gains and losses. During the first ~~quarters~~nine months of 2010 and 2009, the Company recognized ~~$7.9~~$22.4 million and ~~$(4.4)~~$(5.4) million,

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Benefits and Expenses.Policyholder benefits and expenses were ~~$358.0~~$1,083.7 million in the first ~~quarter~~nine months of 2010 as compared to ~~$361.7~~$1,073.2 million in the first ~~quarter~~nine months of 2009. This ~~decrease primarily reflects the decrease in premiums from the Company’s group employee benefit products and~~increase does not ~~include~~reflect significant additions to reserves for prior years’ claims and claim expenses. However, there can be no assurance that future periods will not include additions to reserves of this type, which will depend on the Company’s future loss development. If the Company were to experience significant adverse loss development in the future, the Company’s results of operations could be materially adversely affected. The combined ratio (loss ratio plus expense ratio) for ~~the Company’s~~ group employee benefit products ~~increased to 94.1%~~was 94.2% and 93.3% in the first ~~quarter~~nine months of 2010 ~~from 93.2%~~and 2009, respectively. The increase in the combined ratio in the first ~~quarter~~nine months of ~~2009 primarily~~2010 resulted from a higher level of commissions at RSLIC resulting from ~~the~~changes in its product mix, a lower level of premiums from the Company’s group employee benefit products, ~~in the current period, as well as~~and increased expenses associated with new product development at SNCC. The weighted average annualized crediting rate on the Company’s asset accumulation products ~~which reflects the effect of the first year bonus crediting rate on certain newly issued products~~ was ~~4.2%~~3.8% and 4.3% in the first ~~quarters~~nine months of 2010 and 2009, respectively.

Interest Expense. Interest expense was ~~$10.6~~$33.1 million in the first nine months of 2010 as compared to $21.4 million in the first nine months of 2009. This increase primarily reflects interest expense associated with the 2020 Senior Notes, which were issued by the Company in the first quarter of 2010, ~~as compared to $7.2~~partially offset by a decrease in the weighted average borrowings under the Amended Credit Agreement.

Income Tax Expense.Income tax expense was $37.1 million in the first nine months of 2010 as compared to $19.3 million in the first nine months of 2009, primarily due to the decrease in the income tax benefit resulting from realized investment losses. The Company’s effective tax rate was 23.5% in the first nine months of 2010 compared to 18.9% in the first nine months of 2009.

Three Months Ended September 30, 2010 Compared to
Three Months Ended September 30, 2009

Summary of Results.Net income attributable to shareholders was $46.1 million, or $0.83 per diluted share, for the third quarter of 2010 as compared to $20.8 million, or $0.39 per diluted share, for the third quarter of 2009. Net income in the third quarter of 2010 and 2009 included net realized investment gains (losses), net of the related income tax expense (benefit), of $0.8 million, or $0.01 per diluted share, and $(32.8) million, or $(0.61) per diluted share, respectively. Net income in the third quarter of 2010 benefited from a decrease in the level of realized investment losses and was adversely impacted by a decrease in net investment income, primarily attributable to performance of the Company’s investments in investment funds organized as limited partnerships and limited liability companies that was below the particularly strong performance of these investments in the prior year’s quarter and a loss on the early retirement of the 2033 Senior Notes. Net realized investment gains (losses) in the third quarter of 2010 and 2009 included losses, net of the related income tax benefit, of $(4.2) million, or $(0.07) per diluted share, and $(33.8) million, or $(0.63) per diluted share, respectively, due to credit loss-related impairments in the values of certain investments.

Operating earnings, which is a non-GAAP financial measure, consist of net income attributable to shareholders excluding after-tax realized investment gains and losses, losses on early retirement of senior notes and junior subordinated deferrable interest debentures and results from discontinued operations, as applicable. The Company believes that because these excluded items arise from events that are largely within management’s discretion and whose fluctuations can distort comparisons between periods, a measure excluding their impact is useful in analyzing the Company’s operating trends. Investment gains or losses are realized based on management’s decision to dispose of an investment, and investment losses are realized based on management’s judgment that a decline in the fair value of an investment is other than temporary. Early

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retirement of senior notes and junior subordinated deferrable interest debentures occurs based on management’s decision to redeem or repurchase these notes and debentures. Discontinued operations result from management’s decision to exit or sell a particular business. Thus, these excluded items are not reflective of the Company’s ongoing earnings capacity, and trends in the earnings of the Company’s underlying insurance operations can be more clearly identified without their effects. For these reasons, management uses the measure of operating earnings to assess performance and make operating plans and decisions, and the Company believes that analysts and investors typically utilize measures of this type as one element of their evaluations of insurers’ financial performance. However, gains or losses from the excluded items, particularly as to investments, can occur frequently and should not be considered as nonrecurring items. Further, operating earnings should not be considered a substitute for net income attributable to shareholders, the most directly comparable GAAP measure, as an indication of the Company’s overall financial performance and may not be calculated in the same manner as similarly titled measures utilized by other companies.

Operating earnings were $47.8 million in the third quarter of 2010 compared to $53.6 million in the third quarter of 2009. Operating earnings were $0.86 per diluted share in the third quarter of 2010 compared to $1.00 per diluted share in the third quarter of 2009, primarily due to the interest paid on the 2020 Senior Notes, which were issued in the first quarter of 2010 and, on a per share basis, the impact of the Company’s two Class A Common Stock offerings completed during 2009.

The following table reconciles the amount of operating earnings to the corresponding amount of net income attributable to shareholders for the indicated periods:


	Three Months Ended
	September 30,
	2010			2009
Operating earnings	$	47,806		$	53,621
Net realized investment gains (losses), net of taxes^(A)		775			(32,798	)
Loss on early retirement of senior notes^(B)		(2,444	)		—

Net income attributable to shareholders	$	46,137		$	20,823


Diluted results per share of common stock
Operating earnings	$	0.86		$	1.00
Net realized investment gains (losses), net of taxes^(A)		0.01			(0.61	)
Loss on early retirement of senior notes^(B)		(0.04	)		—

Net income attributable to shareholders	$	0.83		$	0.39


(A)		Net of an income tax expense (benefit) of $0.4 million and $(17.7) million, or $0.01 per diluted share and $(0.33) per diluted share, for the three months ended September 30, 2010 and 2009, respectively. The tax effect is calculated using the Company’s statutory tax rate of 35%.

(B)		Net of an income tax benefit of $1.3 million or $0.02 per diluted share for the three months ended September 30, 2010. The tax effect is calculated using the Company’s statutory tax rate of 35%.

Premium and Fee Income.Premium and fee income for the third quarter of 2010 was $357.0 million as compared to $342.6 million for the third quarter of 2009, an increase of 4%. Premiums from core group employee benefit products increased 4% to $341.6 million for the third quarter of 2010 from $329.8 million for the third quarter of 2009. This increase reflects new business production and improved persistency. Premiums from excess workers’ compensation insurance for self-insured employers increased 8% to $74.4 million in the third quarter of 2010 from $68.7 million in the third quarter of 2009. Excess workers’ compensation new business production, which represents the annualized amount of new premium sold, was $19.3 million in the third quarter of 2010 as compared to $15.7 million in the third quarter of 2009, an increase of 23%. Premiums from assumed workers’ compensation and casualty reinsurance increased 29% to $13.4 million in the third quarter of 2010 from $10.4 million in the third quarter of 2009. Assumed workers’ compensation and casualty reinsurance production was $3.7 million in the third quarter of 2010 as compared to $7.7 million in the third quarter of 2009. Average rates decreased less than 1% on third quarter 2010 excess workers’ compensation renewals and self-insured retentions are on average up modestly in third quarter 2010 on new and renewal policies. Retention of existing excess workers’ compensation customers in the third quarter of 2010 remained strong.

During the third quarter of 2010, premiums from the Company’s other core group employee benefit products increased to $253.8 million from $250.7 million during the third quarter of 2009. Premiums from the Company’s group life products increased to $97.9 million in the third quarter of 2010 from $95.8 million in the third quarter of 2009. Premiums from the Company’s group disability products were $135.1 million and $135.6 million in the third quarters of 2010 and 2009,

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respectively. Premiums from the Company’s turnkey disability business were $12.0 million during the third quarter of 2010 compared to $13.0 million during the third quarter of 2009. New business production for the Company’s other core group employee benefit products was $49.1 million and $48.8 million in the third quarters of 2010 and 2009, respectively. The level of production achieved from these products reflects the Company’s focus on the small case niche (insured groups of 10 to 500 individuals).

Deposits from the Company’s asset accumulation products were $153.6 million in the third quarter of 2010 as compared to $57.5 million in the third quarter of 2009, an increase of 167%. The increase in deposits is attributable to, among other things, particularly advantageous conditions for the Company in the fixed annuity marketplace having resulted from various competitors having either terminated their marketing of comparable fixed annuity products or experienced ratings downgrades. Deposits from the Company’s asset accumulation products, consisting of new annuity sales and issuances of funding agreements, are recorded as liabilities rather than as premiums. The Company is continuing to maintain its discipline in setting the crediting rates offered on its asset accumulation products in 2010 in an effort to achieve its targeted interest rate spreads on these products.

Net Investment Income.Net investment income in the third quarter of 2010 was $86.9 million as compared to $88.7 million in the third quarter of 2009. This decrease reflects a decrease in the tax equivalent weighted average annualized yield on invested assets to 6.0% for the third quarter of 2010 from 7.0% for the third quarter of 2009, primarily attributable to a lower level of net investment income from the Company’s investments in investment funds organized as limited partnerships and limited liability companies, whose performance in the prior year’s quarter was particularly strong. This decrease was partially offset by a higher level of investment income from the Company’s fixed maturity security portfolio resulting from the portfolio repositioning discussed above and a 16% increase in average invested assets to $6,283.9 million in the third quarter of 2010 from $5,417.7 million in the third quarter of 2009.

Net Realized Investment Gains (Losses).Net realized investment gains (losses) were $1.2 million in the third quarter of 2010 as compared to $(50.5) million in the third quarter of 2009. The Company monitors its investments on an ongoing basis. When the fair value of a security declines below its amortized cost, the decline is included as a component of accumulated other comprehensive income or loss, net of the related income tax benefit and adjustment to cost of business acquired, on the Company’s balance sheet. In the case of a fixed maturity security, if management judges the decline to be other than temporary, the portion of the decline related to credit loss is recognized as a realized investment loss in the Company’s income statement and the remaining portion of the decline continues to be included as a component of additional other comprehensive income or loss. For all other types of investments, the entire amount of the decline is recognized as a realized investment loss. The Company recognized $(13.9) million of losses in the third quarter of 2010 due to the other than temporary declines in the fair values of certain fixed maturity securities and other investments, of which $(6.4) million was recognized as realized investment losses related to credit losses and $(7.5) million remained as a component of accumulated other comprehensive income on the balance sheet related to non-credit losses. During the third quarter of 2009, the Company recognized $(73.8) million of losses due to the other than temporary declines in the fair values of certain fixed maturity securities and other investments, of which $(52.0) million was recognized as realized investment losses related to credit losses and $(21.7) million remained as a component of accumulated other comprehensive income on the balance sheet related to non-credit losses. The Company’s investment strategy results in periodic sales of securities and, therefore, the recognition of realized investment gains and losses. During the third quarters of 2010 and 2009, the Company recognized $7.6 million and $1.6 million, respectively, of net gains on sales of securities.

The Company may recognize additional losses due to other than temporary declines in security values in the future, and such losses may be significant. See “Nine Months Ended September 30, 2010 Compared to Nine Months Ended September 30, 2009 — Net Realized Investment Gains (Losses).”

Benefits and Expenses.Policyholder benefits and expenses were $368.2 million in the third quarter of 2010 as compared to $350.5 million in the third quarter of 2009. This increase primarily reflects the increase in premiums from the Company’s group employee benefit products discussed above, and does not reflect significant additions to reserves for prior years’ claims and claim expenses. However, there can be no assurance that future periods will not include additions to reserves of this type, which will depend on the Company’s future loss development. If the Company were to experience significant adverse loss development in the future, the Company’s results of operations could be materially adversely affected. The combined ratio (loss ratio plus expense ratio) for group employee benefit products was 94.9% and 93.7% in the third quarters of 2010 and 2009, respectively. The increase in the combined ratio in the third quarter of 2010 resulted primarily from a higher level of commissions at RSLIC, which followed changes in its product mix, as well as, increased expenses associated with new product development at SNCC. The weighted average annualized crediting rate on the Company’s asset accumulation products was 3.7% and 4.5% in the third quarters of 2010 and 2009, respectively.

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Interest Expense. Interest expense was $11.0 million in the third quarter of 2010 as compared to $7.1 million in the third quarter of 2009. This increase primarily reflects interest expense associated with the 2020 Senior Notes, which were issued by the Company in the first quarter of 2010, partially offset by a decrease in the weighted average borrowings under the Amended Credit Agreement.

Income Tax Expense.Income tax expense was ~~$10.5~~$16.0 million in the ~~first~~third quarter of 2010 as compared to ~~$5.1~~$2.3 million in the ~~first~~third quarter of ~~2009,~~2009. This increase primarily ~~due to~~reflects the decrease in the income tax benefit resulting from realized investment losses, as well as a higher level of operating income. The Company’s effective tax ~~rate was 21.8%~~rates were 25.7% and 10.0% in the ~~first~~third quarter of 2010 ~~compared to 17.3% in the first quarter of 2009.~~and 2009, respectively.

Liquidity and Capital Resources

General.The Company’s current liquidity needs include principal and interest payments on any outstanding borrowings under ~~its~~the Amended Credit Agreement and interest payments on the 2020 Senior Notes, 2033 Senior Notes and 2007 Junior Debentures, as well as funding its operating expenses and dividends to stockholders. The 2033 Senior Notes mature in their entirety in May 2033 and are not subject to any sinking fund requirements. During the second quarter of 2010, the Company repurchased $5.0 million in aggregate principal amount of the 2033 Senior Notes. During the third quarter of 2010, the Company effected two partial redemptions of the 2033 Senior Notes relating to a total of $70.0 million in aggregate principal amount of such notes, $20.0 million in aggregate principal amount on July 14, 2010 and $50.0 million in aggregate principal amount on September 21, 2010. The Company recognized a loss of $2.6 million, net of an income tax benefit of $1.4 million, during the first nine months of 2010 from the early retirement of such notes pursuant to these transactions. In addition, the September 2010 redemption resulted in the redesignation of the series of covered debt benefiting from the replacement capital covenant into which the Company entered in connection with the issuance of its Junior Subordinated Debentures. Accordingly, the 2033 Senior Notes ceased being the covered debt under such covenant and the 2020 Senior Notes became the covered debt under such covenant. At September 30, 2010, $68.8 million in aggregate principal amount of the 2033 Senior Notes remained outstanding. On November 8, 2010, the Company gave notice of redemption of all of the outstanding 2033 Senior Notes. Such redemption will occur on December 23, 2010. The 2007 Junior Debentures will become due on May 15, 2037, but only to the extent that the Company has received sufficient net proceeds from the sale of certain specified qualifying capital securities. Any remaining outstanding principal amount will be due on May 1, 2067. During the first quarter of 2010, the Company issued the 2020 Senior Notes, which will mature in January 2020 and pay interest semi-annually in arrears on January 31 and July 31, ~~commencing~~which commenced on July 31, 2010. The 2020 Senior Notes are not subject to any sinking fund requirements and contain certain provisions permitting their early redemption by the Company. See Note D to the Consolidated Financial Statements. The 2033 Senior Notes and the 2007 Junior Debentures also contain certain provisions permitting their early redemption by the Company. For descriptions of these provisions, see Notes E and H to the Consolidated Financial Statements included in the 2009 Form 10-K.

As a holding company that does not conduct business operations in its own right, substantially all of the assets of the Company are comprised of its ownership interests in its insurance subsidiaries. In addition, the Company held approximately ~~$112.0~~$70.5 million of financial resources available at the holding company level at ~~March 31,~~September 30, 2010, primarily comprised of short-term investments and in investment subsidiaries whose assets are primarily invested in investment funds organized as limited partnerships and limited liability companies. Other sources of liquidity at the holding company level include dividends paid from subsidiaries, primarily generated from operating cash flows and investments, and borrowings under the Amended Credit Agreement. The Company’s insurance subsidiaries would be permitted, without prior regulatory approval, to make dividend payments totaling $112.8 million during 2010, of which ~~$1.8~~$3.6 million has been paid to the Company during the first ~~three~~nine months of 2010. However, the level of dividends that could be paid consistent with maintaining the insurance subsidiaries’ RBC and other measures of capital adequacy at levels consistent with its current claims-paying and financial strength ratings from rating agencies is likely to be substantially lower than such amount. In general, dividends from the Company’s non-insurance subsidiaries are not subject to regulatory or other restrictions. In addition, the Company is presently categorized as a well known seasoned issuer under Rule 405 of the Securities Act. As such, the Company has the ability to file automatically effective shelf registration statements for unspecified amounts of different securities, allowing for immediate, on-demand offerings.

In October 2006, the Company entered into the Amended Credit Agreement, which, among other things, increased the maximum borrowings available to $250 million, improved the pricing terms and extended the maturity date from May 2010 to October 2011. On November 8, 2007, the amount of the facility was increased to the amount of ~~$350~~$350.0 million, and certain financial institutions were added as new lenders, pursuant to a supplement to the Amended Credit Agreement. Borrowings under the Amended Credit Agreement bear interest at a rate equal to the LIBOR rate for the borrowing period selected by the Company, which is typically one month, plus a spread which varies based on the Company’s Standard & Poor’s and Moody’s credit ratings. Based on the current levels of such ratings, the spread is currently equal to 62.5 basis points. The Amended

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debt to capital ratio, a minimum Company consolidated net worth, minimum statutory risk-based capital requirements for RSLIC and SNCC, and certain limitations on investments and subsidiary indebtedness. As of ~~March 31,~~September 30, 2010, the Company was in compliance in all material respects with the financial and various other affirmative and negative covenants in the Amended Credit Agreement. At ~~March 31,~~September 30, 2010, the Company had no$50.0 million of outstanding borrowings and ~~had $350.0~~$300.0 million of borrowings remaining available under the Amended Credit Agreement.

During the first quarter of 2006, the Company issued $100.0 million in aggregate principal amount of fixed and floating rate funding agreements with maturities of three to five years in connection with the issuance by an unconsolidated special purpose vehicle of funding agreement-backed notes in a corresponding principal amount. Based on the Company’s investment at risk compared to that of the holders of the funding agreement-backed notes, the Company has concluded that it is not the primary beneficiary of the special purpose vehicle that issued the funding agreement-backed notes. During the first quarter of 2009, the Company repaid $35.0 million in aggregate principal amount of floating rate funding agreements at their maturity. ~~The~~At September 30, 2010 and 2009, the Company’s reserves related to the funding agreements were $65.2 ~~million at March 31, 2010 and 2009.~~million.

On ~~May 5,~~November 4, 2010, the Company’s Board of Directors declared a cash dividend of ~~$0.10~~$0.11 per share, which will be paid on the Company’s Class A Common Stock and Class B Common Stock on ~~June~~December 2, 2010.

The Company and its subsidiaries expect available sources of liquidity to exceed their current and long-term cash requirements.

Investments.The Company’s overall investment strategy emphasizes safety and liquidity, while seeking the best available return, by focusing on, among other things, managing the Company’s interest-sensitive assets and liabilities and seeking to minimize the Company’s exposure to fluctuations in interest rates. The Company’s investment portfolio, which totaled ~~$5,969.7~~$6,561.0 million at ~~March 31,~~September 30, 2010, consists primarily of investments in fixed maturity securities, short-term investments, mortgage loans and equity securities. The Company’s investment portfolio also includes investments in investment funds organized as limited partnerships and limited liability companies and trading account securities which collectively totaled ~~$274.0~~$296.5 million at ~~March 31,~~September 30, 2010. At ~~March 31,~~September 30, 2010, the total carrying value of the portfolio of private placement corporate loans, mortgage loans, interests in limited partnerships and limited liability companies and equity securities managed on the Company’s behalf by Fortress Investment Group LLC was ~~$57.9~~$40.2 million.

During the first ~~three~~nine months of 2010, the market value of the Company’s available for sale investment portfolio, in relation to its amortized cost, increased by ~~$52.0~~$285.5 million from year-end 2009, before the related decrease in the cost of business acquired of ~~$17.2~~$23.5 million and ~~a decrease~~an increase in the federal income tax provision of ~~$12.2~~$91.7 million. At ~~March 31,~~September 30, 2010, gross unrealized appreciation and gross unrealized depreciation, before the related income tax expense or benefit and the related adjustment to cost of business acquired, with respect to the Company’s fixed maturity ~~securities in the Company’s portfolio~~security holdings totaled ~~$216.1~~$363.7 million (of which ~~$187.1~~$319.0 million was attributable to investment grade securities) and ~~$222.4~~$137.6 million (of which ~~$93.7~~$43.3 million was attributable to investment grade securities), respectively. During the first ~~three~~nine months of 2010, the Company recognized pre-tax net investment losses of ~~$15.1~~$27.8 million. The weighted average credit rating of the securities in the Company’s fixed maturity portfolio, ~~having~~based upon the highest of the ratings assigned to the respective securities by ~~nationally recognized statistical rating organizations~~Standard & Poor’s, Moody’s and Fitch, was “A” at ~~March 31,~~September 30, 2010. While ratings of this type are intended to address credit risk, they do not address other risks, such as prepayment and extension risks.

See “Forward-Looking Statements and Cautionary Statements Regarding Certain Factors That May Affect Future Results,” and Part I, Item 1A of the 2009 Form 10-K, “Risk Factors”, for a discussion of various risks relating to the Company’s investment portfolio.

Reinsurance.The Company cedes portions of the risks relating to its group employee benefit products and variable life insurance products under indemnity reinsurance agreements with various unaffiliated reinsurers. The Company pays reinsurance premiums which are generally based upon specified percentages of the Company’s premiums on the business reinsured. These agreements expire at various intervals as to new risks, and replacement agreements are negotiated on terms believed appropriate in light of then-current market conditions. The Company currently cedes through indemnity reinsurance 100% of its excess workers’ compensation risks between $10.0 million and $50.0 million per occurrence, ~~85% of its excess workers’ compensation risks between $50.0 million and $100.0 million per occurrence,~~ 100% of its excess workers’ compensation risks between $100.0 million and $150.0 ~~million per occurrence, 50% of its excess workers’ compensation risks between $150.0 million and $200.0~~ million per occurrence, and 15% of its excess workers’ compensation risks between $200.0 million and $250.0 million, per occurrence. Effective in July 2010, the Company entered into a reinsurance agreement under which it cedes 100% (compared to 85% previously) of its excess workers’ compensation risks between $50.0 million and $100.0 million, per occurrence, and 65% (compared to 50% previously) of its excess workers’ compensation risks between $150.0 million and $200.0 million per occurrence.

-31-

Cash Flows. Operating activities increased cash by ~~$101.5~~$253.0 million and ~~$91.2~~$336.1 million in the first ~~three~~nine months of 2010 and 2009, respectively. Net investing activities used ~~$144.1~~$425.1 million and ~~$72.0~~$557.4 million of cash during the first ~~three~~nine months of 2010 and 2009, respectively, primarily for the purchase of securities. Financing activities provided ~~$39.0~~$183.9 million of cash during the first ~~three~~nine months of 2010, principally from deposits to policyholder accounts and the issuance of the 2020 Senior Notes, partially offset by the full repayment of the then outstanding borrowings under the Amended Credit ~~Agreement.~~Agreement and the early retirement of $75.0 million in principal amount of the 2033 Senior Notes. During the first ~~three~~nine months of 2009, financing activities provided ~~$1.3~~$239.8 million of cash, principally from deposits to policyholder ~~accounts.~~accounts and proceeds from the issuance of 6.5 million shares of its Class A Common Stock in two separate public offerings, partially offset by the repayment of $35.0 million in aggregate principal amount of floating rate funding agreements at their maturity.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes in the Company’s exposure to market risk or its management of such risk since December 31, 2009.

Item 4. Controls and Procedures

As of the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Senior Vice President and Treasurer (the individual who acts in the capacity of chief financial officer), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in the rules and regulations of the Securities and Exchange Commission). Based on that evaluation, the Company’s management, including the CEO and Senior Vice President and Treasurer, concluded that the Company’s disclosure controls and procedures were effective. There were no changes in the Company’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Forward-Looking Statements And Cautionary Statements Regarding Certain Factors That May Affect Future Results

In connection with, and because it desires to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company cautions readers regarding certain forward-looking statements in the above “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-Q and in any other statement made by, or on behalf of, the Company, whether in future filings with the Securities and Exchange Commission or otherwise. Forward-looking statements are statements not based on historical information and which relate to future operations, strategies, financial results, prospects, outlooks or other developments. Some forward-looking statements may be identified by the use of terms such as “expects,” “believes,” “anticipates,” “intends,” “judgment,” “outlook,” “effort,” “attempt,” “achieve,” “project” or other similar expressions. Forward-looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic, competitive and other uncertainties and contingencies, many of which are beyond the Company’s control and many of which, with respect to future business decisions, are subject to change. Examples of such uncertainties and contingencies include, among other important factors, those affecting the insurance industry generally, such as the economic and interest rate environment, the performance of financial markets, prevailing levels of credit spreads, federal and state legislative and regulatory developments, including but not limited to changes in financial services, employee benefit, health care and tax laws and regulations, changes in accounting rules and interpretations thereof, market pricing and competitive trends relating to insurance products and services, acts of terrorism or war, and the availability and cost of reinsurance, and those relating specifically to the Company’s business, such as the level of its insurance premiums and fee income, the claims experience, persistency and other factors affecting the profitability of its insurance products, the performance of its investment portfolio and changes in the Company’s investment strategy, acquisitions of companies or blocks of business, and ratings by major rating organizations of the Company and its insurance subsidiaries. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially

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from those expressed in any forward-looking statements made by, or on behalf of, the Company. Certain of these uncertainties and contingencies are described in more detail in Part I, Item 1A of the 2009 Form 10-K, “Risk Factors”. The Company disclaims any obligation to update forward-looking information.

~~-24-~~

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

A putative class action, Moore v. Reliance Standard Life Insurance Company, was filed in the United States District Court for the Northern District of Mississippi in July 2008 against the Company’s subsidiary, RSLIC. The action challenges RSLIC’s ability to pay certain insurance policy benefits through a mechanism commonly known in the insurance industry as a retained asset account and contains related claims of breach of fiduciary duty and prohibited transactions under the federal Employee Retirement Income Security Act of 1974. The Company does not believe that the ultimate resolution of this action will have a material adverse effect on its results of operations, liquidity or financial condition.

In addition to this action, the Company is a party to various other litigation and proceedings in the course of its business, primarily involving its insurance operations. In some cases, these proceedings entail claims against the Company for punitive damages and similar types of relief. The ultimate disposition of such litigation and proceedings is not expected to have a material adverse effect on the Company’s results of operations, liquidity or financial condition.

Item 1A. Risk Factors

~~There have been no material changes in~~The following discussion, which supplements the significant factors that may affect the Company’s business and operations as described in Part I, Item 1A of the 2009 Form 10-K, “Risk Factors.” updates and supersedes the discussion contained therein under the heading “The Company may be adversely impacted by a decline in the ratings of its insurance subsidiaries or its own credit ratings”:

The Company may be adversely impacted by a decline in the ratings of its insurance subsidiaries or its own credit ratings.

Ratings with respect to claims-paying ability and financial strength have become an increasingly important factor impacting the competitive position of insurance companies. The financial strength ratings of RSLIC as of October 2010 as assigned by A.M. Best, Fitch, Moody’s and Standard & Poor’s were A (Excellent), A- (Strong), A3 (Good) and A (Strong), respectively. The financial strength ratings of SNCC as of October 2010 as assigned by A.M. Best, Fitch, Moody’s and Standard & Poor’s were A (Excellent), A- (Strong), A3 (Good) and A (Strong), respectively. These ratings are significantly influenced by the risk-based capital ratios and levels of statutory capital and surplus of these subsidiaries. In addition, these rating agencies may implement changes to their internal models that have the effect of increasing or decreasing the amount of capital these subsidiaries must hold in order to maintain these ratings. Each of the rating agencies reviews its ratings of companies periodically and there can be no assurance that current ratings will be maintained in the future. In September 2010, Standard & Poor’s revised the outlook on its ratings relating to RSLIC, SNCC and the Company to stable from negative. In December 2009, A.M. Best revised the outlook on its rating relating to SNCC to stable from negative. In June 2010, Moody’s revised the outlook on its ratings relating to RSLIC, SNCC and the Company to stable from negative. In April 2009, Fitch Ratings downgraded its ratings relating to RSLIC and SNCC to A- (Good) from A (Good). In December 2008, A.M. Best revised the outlook on its ratings relating to RSLIC, SNCC and the Company to negative from stable. Claims-paying and financial strength ratings relating to the Company’s insurance subsidiaries are based upon factors relevant to the policyholders of such subsidiaries and are not directed toward protection of investors in the Company. Downgrades in the ratings of the Company’s insurance subsidiaries could adversely affect sales of their products, increase policyholder withdrawals and could have a material adverse effect on the results of the Company’s operations. In addition, downgrades in the Company’s credit ratings, which are based on factors similar to those considered by the rating agencies in their evaluations of its insurance subsidiaries, could materially adversely affect its ability to access the capital markets and could increase the cost of its borrowings under the Amended Credit Agreement. The Company’s senior unsecured debt ratings as of October 2010 from A.M. Best, Fitch, Moody’s and Standard & Poor’s were bbb, BBB-, Baa3 and BBB, respectively. The ratings for the Company’s 2007 Junior Debentures as of October 2010 from A.M. Best, Fitch, Moody’s and Standard & Poor’s were bb+, BB, Ba1 and BB+, respectively. The ratings for RSLIC’s funding agreements as of October 2010 from A.M. Best, Moody’s and Standard & Poor’s were a, A3, and A, respectively.

-33-

Item 6. Exhibits


~~Item 6.~~3.1		~~Exhibits~~Amended and Restated By-Laws of Delphi Financial Group, Inc.,


	11.1		Computation of Results per Share of Common Stock (incorporated by reference to Note H to the Consolidated Financial Statements included elsewhere herein)

	31.1		Certification by the Chairman of the Board and Chief Executive Officer of Periodic Report Pursuant to Rule 13a-14(a) or 15d-14(a)

	31.2		Certification by the Senior Vice President and Treasurer of Periodic Report Pursuant to Rule 13a-14(a) or 15d-14(a)

	32.1		Certification of Periodic Report Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	101.		The following financial information from the Company’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2010, formatted in XBRL: (i) Consolidated Statements of Income for the three and nine months ended September 30, 2010 and 2009; (ii) Consolidated Balance Sheets at September 30, 2010 and December 31, 2009; (iii) Consolidated Statement of Equity for the nine months ended September 30, 2010 and 2009; (iv) Consolidated Statements of Cash Flows for the nine months ended September 30, 2010 and 2009; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.

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, thereunto duly authorized.


		DELPHI FINANCIAL GROUP, INC.

	~~DELPHI FINANCIAL GROUP, INC.~~	/s/ ROBERT ROSENKRANZ Robert Rosenkranz
	~~/s/ ROBERT ROSENKRANZ~~
	~~Robert Rosenkranz~~
	Chairman of the Board and Chief Executive Officer ~~(Principal Executive Officer)~~
		(Principal Executive Officer)

		/s/THOMAS W. BURGHART Thomas W. Burghart
	~~Thomas W.Burghart~~
	Senior Vice President and Treasurer
		(Principal Accounting and Financial Officer)

Date: ~~May 10,~~November 9, 2010

~~-25-~~-34-


	Page
PART I. FINANCIAL INFORMATION (UNAUDITED)
~~Item 1. Financial Statements~~
Item 1. Financial Statements

Consolidated Statements of Income for the Three and Nine Months Ended ~~March 31,~~September 30, 2010 and 2009		3

Consolidated Balance Sheets at ~~March 31,~~September 30, 2010 and December 31, 2009		4

Consolidated Statements of Equity for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2010 and 2009		5

Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2010 and 2009		6

Notes to Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		18
~~Item 3. Quantitative and Qualitative Disclosures About Market Risk~~		24
~~Item 4. Controls and Procedures~~		2423

~~PART II. OTHER INFORMATION~~ Item 3. Quantitative and Qualitative Disclosures About Market Risk		32

Item ~~1. Legal Proceedings~~4. Controls and Procedures		2532
~~Item 1A. Risk Factors~~		25
~~Item 6. Exhibits~~ PART II. OTHER INFORMATION		25
~~Signatures~~		25
~~EX-31.1~~Item 1. Legal Proceedings		33
~~EX-31.2~~
~~EX-32.1~~Item 1A. Risk Factors		33

Item 6. Exhibits		34

Signatures		34


	December 31, 2009												December 31, 2009
			Gross Unrealized												Gross Unrealized
								Other Than												Other Than
	Amortized							Temporary			Fair		Amortized							Temporary			Fair
	Cost		Gains		Losses			Impairments			Value		Cost		Gains		Losses			Impairments			Value
	(dollars in thousands)												(dollars in thousands)
Residential mortgage-backed securities	$	1,542,204	$	81,652	$	(65,029	)	$	(29,450	)	$	1,529,377
Agency residential mortgage-backed securities													$	699,257	$	33,417	$	(2,625	)	$	—		$	730,049
Non-agency residential mortgage-backed securities														842,947		48,235		(62,404	)		(29,450	)		799,328
Commercial mortgage-backed securities		29,773		206		(3,682	)		(288	)		26,009		29,773		206		(3,682	)		(288	)		26,009
Corporate securities		1,219,711		49,373		(30,918	)		—			1,238,166		1,219,711		49,373		(30,918	)		—			1,238,166
Collateralized debt obligations		215,301		868		(98,281	)		(3,444	)		114,444		215,301		868		(98,281	)		(3,444	)		114,444
U.S. Treasury and other U.S. Government guaranteed securities		108,114		3,036		(344	)		—			110,806		108,114		3,036		(344	)		—			110,806
U.S. Government-sponsored enterprise securities		16,750		483		(231	)		—			17,002		16,750		483		(231	)		—			17,002
Obligations of U.S. states, municipalities and political subdivisions		1,801,595		59,108		(20,826	)		—			1,839,877		1,801,595		59,108		(20,826	)		—			1,839,877

Total fixed maturity securities	$	4,933,448	$	194,726	$	(219,311	)	$	(33,182	)	$	4,875,681	$	4,933,448	$	194,726	$	(219,311	)	$	(33,182	)	$	4,875,681


	December 31, 2009
	Less Than 12 Months					12 Months or More					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
						(dollars in thousands)
Residential mortgage-backed securities	$	235,605	$	(6,783	)	$	312,760	$	(87,696	)	$	548,365	$	(94,479	)
Commercial mortgage-backed securities		3,484		(17	)		18,466		(3,953	)		21,950		(3,970	)
Corporate securities		111,656		(3,739	)		200,186		(27,179	)		311,842		(30,918	)
Collateralized debt obligations		9,097		(4,179	)		95,651		(97,546	)		104,748		(101,725	)
U.S. Treasury and other U.S. Government guaranteed securities		56,693		(344	)		—		—			56,693		(344	)
U.S. Government-sponsored enterprise securities		9,769		(231	)		—		—			9,769		(231	)
Obligations of U.S. states, municipalities & political subdivisions		331,027		(5,128	)		160,359		(15,698	)		491,386		(20,826	)

Total fixed maturity securities	$	757,331	$	(20,421	)	$	787,422	$	(232,072	)	$	1,544,753	$	(252,493	)


	December 31, 2009
	Less Than 12 Months					12 Months or More					Total
			Gross					Gross					Gross
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
	(dollars in thousands)
Agency residential mortgage-backed securities	$	126,097	$	(2,573	)	$	269	$	(52	)	$	126,366	$	(2,625	)
Non-agency residential mortgage-backed securities		109,508		(4,210	)		312,491		(87,644	)		421,999		(91,854	)
Commercial mortgage-backed securities		3,484		(17	)		18,466		(3,953	)		21,950		(3,970	)
Corporate securities		111,656		(3,739	)		200,186		(27,179	)		311,842		(30,918	)
Collateralized debt obligations		9,097		(4,179	)		95,651		(97,546	)		104,748		(101,725	)
U.S. Treasury and other U.S. Government guaranteed securities		56,693		(344	)		—		—			56,693		(344	)
U.S. Government-sponsored enterprise securities		9,769		(231	)		—		—			9,769		(231	)
Obligations of U.S. states, municipalities and political subdivisions		331,027		(5,128	)		160,359		(15,698	)		491,386		(20,826	)

Total fixed maturity securities	$	757,331	$	(20,421	)	$	787,422	$	(232,072	)	$	1,544,753	$	(252,493	)


	Three months ended			Three Months Ended						Nine Months Ended
	March 31, 2010			September 30,						September 30,
Balance at the beginning of period	$	89,658
				2010			2009			2010			2009
				(dollars in thousands)
Balance at the beginning of the period				$	83,156		$	59,420		$	89,658		$	—
Increases attributable to credit losses on securities for which an other than temporary impairment was not previously recognized		6,987			1,995			17,775			12,359			77,384
Increases attributable to credit losses on securities for which an other than temporary impairment was previously recognized		7,501			3,548			2,332			16,759			2,143
Reductions due to sales, maturities, pay downs or prepayments of securities for which an other than temporary impairment was previously recognized		(18,054	)		(7,997	)		(9,454	)		(38,074	)		(9,454	)


Balance at the end of the period	$	86,092		$	80,702		$	70,073		$	80,702		$	70,073


	Three Months Ended March 31, 2010
																U.S.
				Residential			Commercial									Treasury and						Assets
				Mortgage-			Mortgage-			Collateralized			Gov’t			Other U.S.						held in
				backed			backed			Corporate			Debt			Guaranteed			Other			Separate
	Total			Securities			Securities			Securities			Obligations			Securities			Investments			Account
	(dollars in thousands)
Balance at beginning of quarter	$	514,448		$	143,513		$	26,009		$	95,920		$	114,444		$	11,367		$	9,707		$	113,488
Total (losses) gains
Included in earnings		(16,846	)		(9,952	)		(1,197	)		(2,232	)		(3,265	)		(22	)		(178	)		—
Included in other comprehensive income		11,440			2,076			2,053			(161	)		7,647			(7	)		(168	)		—
Purchases, issuances and settlements		4,950			18,576			(569	)		(5,153	)		(3,797	)		(5,899	)		3			1,789
Transfers into Level 3		3,825			—			—			3,825			—			—			—			—
Transfer out of Level 3		(3,731	)		—			—			(3,731	)		—			—			—			—

Balance at end of the period	$	514,086		$	154,213		$	26,296		$	88,468		$	115,029		$	5,439		$	9,364		$	115,277


Net losses for the period included in earnings attributable to the net change in unrealized gains and losses of assets measured at fair value using unobservable inputs and held at March 31, 2010⁽¹⁾	$	(16,640	)	$	(9,948	)	$	(1,153	)	$	(3,168	)	$	(2,193	)	$	—		$	(178	)	$	—


~~(1)~~		In the first quarter of 2010, net losses of $0.2 million and $16.4 million were reported in the consolidated statements of income under the captions “net investment income” and “net realized investment losses”, respectively.


(1)		Primarily consists of operations from integrated disability and absence management services and certain corporate activities.

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