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~~June 30, 2010~~ March 31, 2011


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 incorporation or organization)	(Registrant’s telephone number, including area code)	(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:


~~Yes~~þ		YesþNoo

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):


~~Yes~~þ		YesþNoo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer a non-accelerated filer, or a ~~non-accelerated filer.~~smaller reporting entity. See ~~definition~~the definitions of “large accelerated filer,” “accelerated filer,” and ~~large accelerated filer”~~“smaller reporting entity” 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).


~~Yes~~o		YesoNoþ

As of ~~July 30, 2010,~~May 4, 2011, the Registrant had ~~48,510,975~~49,157,414 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						Six Months Ended						March 31,
	June 30,						June 30,						2011			2010
	2010			2009			2010			2009						(Restated)
Revenue:
Premium and fee income	$	352,566		$	352,445		$	700,329		$	710,166		$	376,399		$	347,763
Net investment income		78,234			92,023			162,284			154,878			92,294			84,050
Net realized investment losses:
Total other than temporary impairment losses		(21,659	)		(45,628	)		(48,932	)		(63,236	)		(7,539	)		(27,273	)
Less: Portion of other than temporary impairment losses recognized in other comprehensive income		826			20,719			5,101			20,719
Portion of other than temporary impairment losses (reclassified from) recognized in other comprehensive income														(1,479	)		4,275

Net impairment losses recognized in earnings		(20,833	)		(24,909	)		(43,831	)		(42,517	)		(9,018	)		(22,998	)
Other net realized investment gains (losses)		6,959			(2,562	)		14,851			(6,953	)
Other net realized investment gains														7,046			7,892

		(13,874	)		(27,471	)		(28,980	)		(49,470	)
Loss on redemption of senior notes		(212	)		—			(212	)		—
Net realized investment losses														(1,972	)		(15,106	)

Total revenues		416,714			416,997			833,421			815,574			466,721			416,707


Benefits and expenses:
Benefits, claims and interest credited to policyholders		244,687			251,807			491,008			507,405			271,265			246,321
Commissions		23,794			22,456			45,190			45,160			22,568			21,396
Amortization of cost of business acquired		26,167			26,184			51,737			49,477			18,961			17,063
Other operating expenses		62,976			60,502			127,575			120,644			77,909			74,870

		357,624			360,949			715,510			722,686			390,703			359,650


Operating income		59,090			56,048			117,911			92,888			76,018			57,057

Interest expense:
Corporate debt		8,264			3,876			15,587			7,861			6,010			7,323
Junior subordinated debentures		3,248			3,241			6,489			6,481			3,242			3,241

		11,512			7,117			22,076			14,342			9,252			10,564


Income before income tax expense		47,578			48,931			95,835			78,546			66,766			46,493

Income tax expense		10,619			11,804			21,148			16,940			16,395			9,912


Net income		36,959			37,127			74,687			61,606			50,371			36,581

Less: Net income attributable to noncontrolling interest		8			120			73			115			147			65


Net income attributable to shareholders	$	36,951		$	37,007		$	74,614		$	61,491		$	50,224		$	36,516


Basic results per share of common stock:
Net income attributable to shareholders	$	0.67		$	0.74		$	1.35		$	1.25		$	0.90		$	0.66

Diluted results per share of common stock:
Net income attributable to shareholders	$	0.66		$	0.74		$	1.34		$	1.25		$	0.89		$	0.66

Dividends paid per share of common stock	$	0.10		$	0.10		$	0.20		$	0.20		$	0.11		$	0.10

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited; Dollars in Thousands, Except Per Share Data)


							March 31,			December 31,
	June 30,			December 31,			2011			2010
	2010			2009						(Restated)
Assets:
Investments:
Fixed maturity securities, available for sale	$	5,326,173		$	4,875,681		$	5,865,382		$	5,717,090
Short-term investments		351,093			406,782			267,389			334,215
Other investments		423,303			466,855			613,343			498,678

		6,100,569			5,749,318			6,746,114			6,549,983
Cash		67,885			65,464			93,025			72,806
Cost of business acquired		238,480			250,311			151,777			149,325
Reinsurance receivables		360,439			355,030			355,241			360,255
Goodwill		93,929			93,929			93,929			93,929
Other assets		311,050			293,835			335,536			311,577
Assets held in separate account		113,532			113,488			129,428			123,674

Total assets	$	7,285,884		$	6,921,375		$	7,905,050		$	7,661,549


Liabilities and Equity:
Future policy benefits:
Life	$	343,646		$	341,736		$	338,324		$	331,816
Disability and accident		789,790			781,701			820,387			812,258
Unpaid claims and claim expenses:
Life		55,293			58,665			57,217			53,763
Disability and accident		444,937			433,273			460,083			457,642
Casualty		1,245,408			1,187,814			1,371,942			1,314,910
Policyholder account balances		1,529,744			1,454,114			1,756,144			1,753,744
Corporate debt		388,750			365,750			375,000			375,000
Junior subordinated debentures		175,000			175,000			175,000			175,000
Advances from Federal Home Loan Bank								55,342			55,342
Other liabilities and policyholder funds		699,432			647,269			770,307			673,270
Liabilities related to separate account		113,532			113,488			129,428			123,674

Total liabilities		5,785,532			5,558,810			6,309,174			6,126,419


Equity:
Preferred Stock, $.01 par; 50,000,000 shares authorized, none issued		—			—			—			—
Class A Common Stock, $.01 par; 150,000,000 shares authorized; 56,186,193 and 55,995,995 shares issued, respectively		562			560
Class B Common Stock, $.01 par; 20,000,000 shares authorized; 5,981,049 shares issued		60			60
Class A Common Stock, $.01 par; 150,000,000 shares authorized; 56,606,884 and 56,463,776 shares issued and outstanding, respectively								566			565
Class B Common Stock, $.01 par; 20,000,000 shares authorized; 5,981,049 shares issued and outstanding								60			60
Additional paid-in capital		671,064			661,895			688,300			682,816
Accumulated other comprehensive income (loss)		33,264			(33,956	)
Accumulated other comprehensive income								41,206			30,932
Retained earnings		991,266			927,706			1,057,435			1,013,369
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		1,498,970			1,359,019			1,590,321			1,530,496
Noncontrolling interest		1,382			3,546			5,555			4,634

Total equity		1,500,352			1,362,565			1,595,876			1,535,130

Total liabilities and equity	$	7,285,884		$	6,921,375		$	7,905,050		$	7,661,549

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
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																										—		—			—		—			(60,002	)		—			(60,002	)		—			(60,002	)

Adjusted balance January 1, 2010																										560		60			661,895		(33,956	)		867,704			(197,246	)		1,299,017			3,546			1,302,563


Cumulative effect adjustment, April 1, 2009		—		—		—		(2,372	)		2,372			—			—			—			—
Net income		—		—		—		—			61,491			—			61,491			115			61,606			—		—			—		—			36,516			—			36,516			65			36,581

Other comprehensive income:
Decrease in net unrealized depreciation on investments		—		—		—		132,393			—			—			132,393			—			132,393			—		—			—		24,050			—			—			24,050			—			24,050
Increase in other than temporary impairment losses recognized in other comprehensive income		—		—		—		(12,038	)		—			—			(12,038	)		—			(12,038	)		—		—			—		(1,437	)		—			—			(1,437	)		—			(1,437	)
Decrease in net loss on cash flow hedge		—		—		—		392			—			—			392			—			392			—		—			—		196			—			—			196			—			196
Change in net periodic pension cost		—		—		—		582			—			—			582			—			582			—		—			—		51			—			—			51			—			51


Comprehensive income																	182,820			115			182,935													—						59,376			65			59,441
Net distribution to noncontrolling interest		—		—		—		—			—			—			—			(64	)		(64	)
Issuance of common stock		30		—		51,017		—			—			—			51,047			—			51,047
Change in noncontrolling interest ownership																										—		—			—		—			—			—			—			(2,053	)		(2,053	)
Exercise of stock options		3				4,014		—			—			—			4,017			—			4,017			1		—			4,044		—			—			—			4,045			—			4,045
Stock-based compensation		—		—		4,592		—			—			—			4,592			—			4,592			—		—			1,788		—			—			—			1,788			—			1,788
Cash dividends		—		—		—		—			(10,922	)		—			(10,922	)		—			(10,922	)		—		—	��		—		—			(5,524	)		—			(5,524	)		—			(5,524	)


Balance, June 30, 2009	$	522	$	60	$	582,219	$	(232,753	)	$	899,331		$	(197,246	)	$	1,052,133		$	4,086		$	1,056,219
Balance, March 31, 2010																									$	561	$	60		$	667,727	$	(11,096	)	$	898,696		$	(197,246	)	$	1,358,702		$	1,558		$	1,360,260


Balance, January 1, 2010	$	560	$	60	$	661,895	$	(33,956	)	$	927,706		$	(197,246	)	$	1,359,019		$	3,546		$	1,362,565
Balance, January 1, 2011																									$	565	$	60		$	682,816	$	30,932		$	1,013,369		$	(197,246	)	$	1,530,496		$	4,634		$	1,535,130


Net income		—		—		—		—			74,614			—			74,614			73			74,687			—		—			—		—			50,224			—			50,224			147			50,371
Other comprehensive income:
Increase in net unrealized appreciation on investments		—		—		—		62,715			—			—			62,715			—			62,715			—		—			—		5,804			—			—			5,804			—			5,804
Decrease in other than temporary impairment losses recognized in other comprehensive income		—		—		—		3,930			—			—			3,930			—			3,930			—		—			—		4,393			—			—			4,393			—			4,393
Decrease in net loss on cash flow hedge		—		—		—		473			—			—			473			—			473
Change in net periodic pension cost		—		—		—		102			—			—			102			—			102			—		—			—		77			—			—			77			—			77

Comprehensive income																	141,834			73 -			141,907													—						60,498			147			60,645
Net distribution to noncontrolling interest		—		—		—		—			—			—			—			(2,237	)		(2,237	)
Change in noncontrolling interest ownership																										—		—			—		—			—			—			—			774			774
Exercise of stock options		2		—		5,741		—			—			—			5,743			—			5,743			1		—			4,343		—			—			—			4,344			—			4,344
Stock-based compensation		—		—		3,428		—			—			—			3,428			—			3,428			—		—			1,141		—			—			—			1,141			—			1,141
Cash dividends		—		—		—		—			(11,054	)		—			(11,054	)		—			(11,054	)		—		—			—		—			(6,158	)		—			(6,158	)		—			(6,158	)


Balance, June 30, 2010	$	562	$	60	$	671,064	$	33,264		$	991,266		$	(197,246	)	$	1,498,970		$	1,382		$	1,500,352
Balance, March 31, 2011																									$	566	$	60		$	688,300	$	41,206		$	1,057,435		$	(197,246	)	$	1,590,321		$	5,555		$	1,595,876

DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in Thousands)

(Unaudited)


							Three Months Ended
	Six Months Ended						March 31,
	June 30,						2011			2010
	2010			2009						(Restated)
Operating activities:
Net income attributable to shareholders	$	74,614		$	61,491		$	50,224		$	36,516
Adjustments to reconcile net income attributable to shareholders to net cash provided by operating activities:
Change in policy liabilities and policyholder accounts		84,646			137,172			123,648			94,640
Net change in reinsurance receivables and payables		(11,574	)		(6,663	)		1,017			(7,428	)
Amortization, principally the cost of business acquired and investments		42,450			24,842			13,912			6,906
Deferred costs of business acquired		(57,386	)		(64,079	)		(26,032	)		(20,630	)
Net realized losses on investments		28,980			49,470			1,972			15,106
Net change in federal income taxes		(3,622	)		5,228			23,875			9,138
Other		(25,398	)		(15,428	)		(71,177	)		(32,743	)

Net cash provided by operating activities		132,710			192,033			117,439			101,505


Investing activities:
Purchases of investments and loans made		(936,660	)		(668,972	)		(826,996	)		(435,672	)
Sales of investments and receipts from repayment of loans		494,984			130,226			592,455			165,711
Maturities of investments		176,718			446,734			71,970			139,323
Net change in short-term investments		55,689			(225,154	)		66,826			(13,510	)
Change in deposit in separate account		(2,965	)		4,845

Net cash used by investing activities		(212,234	)		(312,321	)		(95,745	)		(144,148	)


Financing activities:
Deposits to policyholder accounts		122,809			180,624			99,076			40,332
Withdrawals from policyholder accounts		(54,905	)		(102,969	)		(97,028	)		(26,138	)
Proceeds from issuance of 2020 Senior Notes		250,000			—			—			250,000
Borrowings under revolving credit facility		—			17,000
Principal payments under revolving credit facility		(222,000	)		(2,000	)
Redemption of senior notes		(5,000	)		—
Proceeds from issuance of common stock		—			51,017
Principal payments under bank credit facility								—			(222,000	)
Cash dividends paid on common stock		(11,054	)		(10,922	)		(6,158	)		(5,524	)
Other financing activities		2,095			2,895			2,635			2,292

Net cash provided by financing activities		81,945			135,645
Net cash (used) provided by financing activities								(1,475	)		38,962


Increase in cash		2,421			15,357
Increase (decrease) in cash								20,219			(3,681	)
Cash at beginning of period		65,464			63,837			72,806			65,464

Cash at end of period	$	67,885		$	79,194		$	93,025		$	61,783

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 ~~June 30, 2009 and December~~March 31, ~~2009~~2010 consolidated financial statements to conform to the ~~June 30,~~March 31, 2011 presentation. In addition, as discussed below under the caption “Accounting Changes,” certain 2010 ~~presentation.~~financial information has been restated as a result of the Company’s adoption of a new accounting principle. Operating results for the three ~~and six~~ months ended ~~June 30, 2010~~March 31, 2011 are not necessarily indicative of the results that may be expected for the year ended December 31, ~~2010.~~2011. 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~~2010 (the ~~“2009~~“2010 Form 10-K”). Capitalized terms used herein without definition have the meanings ascribed to them in the ~~2009~~2010 Form 10-K.

Accounting Changes

~~Fair Value Measurements.~~AsThe Company defers costs relating to the acquisition of new insurance business, such as commissions, certain costs associated with policy issuance and underwriting and certain sales support expenses, when incurred. On January 1, ~~2010,~~2011, the Company adopted, ~~new~~on a retrospective basis, guidance issued by the Financial Accounting Standards Board (“FASB”) limiting the extent to which an insurer may capitalize costs incurred in the acquisition of an insurance contract. The guidance provides that, in order to be capitalized, such costs must be incremental and directly related to the 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. As a result of its adoption, the Company made an after-tax reduction to its retained earnings at January 1, 2010 in the amount of $60.0 million, net of an income tax benefit of $32.3 million, which represents the net reduction in deferred policy acquisition cost included in cost of business acquired on the consolidated balance sheet. In addition, this adoption resulted in the restatement of certain financial information for 2010.

On January 1, 2011, the Company adopted new guidance issued by the FASB clarifying that an insurance company should not consider any separate account interests in an investment 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 as a subsidiary for purposes of evaluating whether the application of specialized accounting for investments in consolidation is appropriate. The adoption of this guidance did not have any effect on the Company’s consolidated financial position or results of operations.

On January 1, 2011, the Company adopted new guidance issued by the FASB requiring additional disclosures regarding fair value measurements. ~~This~~The guidance applies to all entities that are required to make disclosures about recurring or nonrecurring fair value measurements and requires ~~entities to disclose (1) the amounts of significant transfers between Level 1 and Level 2~~separate disclosure of the ~~fair value hierarchy, (2)~~activity in 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~~category related to 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~~December 2010, the FASB issued guidance ~~clarifying that~~providing clarification relating to the testing of goodwill for impairment for entities carrying goodwill as an insurance company should not consider any separate account interests in an investment held for the benefit of policy holders 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 subsidiaryasset which have one or more reporting units whose carrying amount for purposes of ~~evaluating~~performing the first step of the goodwill impairment test is zero or negative. For those reporting units, an entity is required to perform the second step of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether ~~the retention of specialized accounting for investments in consolidation~~it is ~~appropriate.~~more likely than not that a goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that an impairment may exist. 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~~did not have any effect on ~~its~~the Company’s 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)

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:


	June 30, 2010															March 31, 2011
	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)
Agency residential mortgage-backed securities	$	9,171	$	(39	)	$	283	$	(14	)	$	9,454	$	(53	)	$	90,460	$	(1,782	)	$	230	$	(34	)	$	90,690	$	(1,816	)
Non-agency residential mortgage-backed securities		54,187		(3,490	)		276,312		(70,221	)		330,499		(73,711	)		20,898		(1,070	)		221,691		(35,859	)		242,589		(36,929	)
Commercial mortgage-backed securities		888		(1	)		8,689		(1,358	)		9,577		(1,359	)		10,272		(240	)		5,747		(2,188	)		16,019		(2,428	)
Corporate securities		88,670		(4,283	)		111,635		(19,301	)		200,305		(23,584	)		384,712		(11,581	)		51,989		(7,847	)		436,701		(19,428	)
Collateralized debt obligations		16,216		(5,738	)		102,553		(84,054	)		118,769		(89,792	)		24,755		(794	)		72,702		(18,872	)		97,457		(19,666	)
U.S. Treasury and other U.S. Government guaranteed securities		18,929		(433	)		—		—			18,929		(433	)		98,643		(4,194	)		—		—			98,643		(4,194	)
U.S. Government-sponsored enterprise securities		1,399		(1	)		—		—			1,399		(1	)		74,364		(2,053	)		—		—			74,364		(2,053	)
Obligations of U.S. states, municipalities and political subdivisions		247,196		(3,043	)		142,802		(9,947	)		389,998		(12,990	)
Obligations of U.S. states, municipalities & political subdivisions																	1,234,088		(57,659	)		62,396		(12,046	)		1,296,484		(69,705	)

Total fixed maturity securities	$	436,656	$	(17,028	)	$	642,274	$	(184,895	)	$	1,078,930	$	(201,923	)	$	1,938,192	$	(79,373	)	$	414,755	$	(76,846	)	$	2,352,947	$	(156,219	)

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

Note B — Investments — (Continued)

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 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, a decline in its fair value that is considered in the judgment of management to be other than temporary is separated into the amount representing credit loss and the 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. 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 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~~2011 as a result of determinations that such securities were other than temporarily impaired, representative default frequency estimates ranged from ~~2.3%~~2.4% to ~~6.9%~~4.4% and representative default severity estimates ranged from ~~37.6%~~45.8% to ~~60.0%~~59.3%.

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, ~~obtained~~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 the pricing methodologies used by the service. The credit loss for such security 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 market value is deemed to be reflective of credit ~~loss in the income statement.~~

At June 30, 2010, the total amortized cost of the Company’s holdings of collateralized debt obligations was $209.1 million and their total fair value was $119.9 million. These holdings consist of a highly diversified portfolio of fifty-two 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 recent global financial crisis has 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, to date, the Company’s CLO holdings have performed in accordance with their contractual payment terms (with the exception of two securities, which management has determined to be other than temporarily impaired). Moreover, despite the extraordinarily challenging environment that has prevailed in recent years due to the global financial 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 basis in any instance, the Company concluded that the declines in the market values of these securities did not represent other than temporary impairments. The Company will continue to conduct evaluations of these securities for other than temporary

~~-13-~~

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

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

impairment in future periods, and since the results of these evaluations will depend upon future developments; for example, the future performance of the loans underlying these securities, no assurance can be given as to the outcome of such evaluations.loss.

During the first ~~half~~three months of ~~2010,~~2011, the Company recognized ~~$31.8~~$4.9 million of after-tax other than temporary impairment ~~losses,~~credit losses. A total of ~~which $28.5~~$5.9 million of after-tax impairment losses was recognized, asincluding an additional $1.0 million of after-tax ~~realized investment~~ losses ~~in the income statement related to credit losses and $3.3 million was~~previously recognized ~~net of the related income tax benefit,~~ as a component of accumulated other comprehensive income on the balance sheet ~~related to noncredit losses.~~that became credit losses during the first three months of 2011. Impairment losses were offset by $4.6 million of after-tax other realized investment gains resulting a net of $1.3 million after-tax realized investment losses being recognized during the period.

The following table provides a reconciliation of the beginning and ending balances of other than temporary impairments on fixed maturity securities held by the Company for which a portion of the other than temporary impairment was recognized in accumulated other comprehensive income or ~~loss:~~loss (dollars in thousands):


	Three Months Ended					Six Months Ended
	June 30,					June 30,					Three Months Ended
	2010			2009		2010			2009		March 31
	(dollars in thousands)										2011			2010
Balance at the beginning of the period	$	86,092		$	43,045	$	89,658		$	—	$	79,602		$	89,658
Increases attributable to credit losses on securities for which an other than temporary impairment was not previously recognized		3,377			14,870		10,364			57,915		732			6,987
Increases attributable to credit losses on securities for which an other than temporary impairment was previously recognized		5,710			1,505		13,211			1,505		7,666			7,501
Reductions due to sales, maturities, pay downs or prepayments of securities for which an other than temporary impairment was previously recognized		(12,023	)		—		(30,077	)		—		(7,826	)		(18,054	)

Balance at the end of the period	$	83,156		$	59,420	$	83,156		$	59,420	$	80,174		$	86,092

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

Note B — Investments — (Continued)

The gross unrealized losses at ~~June 30, 2010~~March 31, 2011 are attributable to ~~726~~1,254 fixed maturity security positions, with the largest unrealized loss associated with any one security equal to ~~$4.1~~$3.4 million. At March 31, 2011 approximately 48.2% of these aggregate gross unrealized losses were attributable to fixed maturity security positions as to which the unrealized loss represented 10% or less of the amortized cost for such security. Unrealized losses attributable to fixed maturity securities having investment grade ratings by a nationally recognized statistical rating organization comprised ~~39.4%~~59.6% of the aggregate gross unrealized losses at ~~June 30, 2010,~~March 31, 2011, with the remainder of such losses being attributable to non-investment grade fixed maturity securities.

At ~~June 30, 2010,~~March 31, 2011, the Company held approximately ~~$1,220.5~~$755.3 million of insured municipal fixed maturity securities, which represented approximately ~~20%~~11% of the Company’s total invested assets. ~~Based upon the highest of the ratings assigned to the respective securities by Standard & Poor’s, Moody’s and Fitch, the~~These securities had a weighted average credit rating of ~~“AA”~~“A” by nationally recognized statistical rating organizations at ~~June 30, 2010.~~March 31, 2011. 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 ~~$866.0~~$715.6 million at ~~June 30, 2010, this~~March 31, 2011, the weighted average credit rating at such date by such organizations was ~~also~~ “AA”. Insurers of significant portions of the municipal fixed maturity securities held by the Company at ~~June 30, 2010~~March 31, 2011 included National Public Finance Guarantee Corp. ($~~315.9~~279.6 million), Assured Guaranty ($~~231.6~~215.1 million), Ambac Financial Group, Inc. ($~~147.2~~151.9 million), Financial Guaranty Insurance Company ($~~38. 3~~35.9 million) and Radian ($~~31.9~~24.7 million). At ~~June 30, 2010,~~March 31, 2011, 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.

~~-14-~~

~~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

-14-

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

Note C — Fair Value Measurements — (Continued)

valued utilizing observable inputs; accordingly, they are categorized in either Level l 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 valuation techniques and pricing models to measure the fair value of its 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 ~~Company’s~~ 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~~

~~-15-~~

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

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

~~internal assumptions for expected cash flows and appropriately risk-adjusted discount rates.~~quotes. These methodologies rely on unobservable inputs and thus these securities are categorized in Level 3 of the fair value hierarchy.

Corporate securities primarily include fixed rate corporate bonds, floating and variable rate notes and securities acquired through private placements. 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, issuer spreads and, in the case of private placement corporate securities, cash flow models. These cash flow models 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. Inputs utilized in connection with the~~obligations. The Company’s valuation techniques relating to this class of securities ~~include cash flow models which~~ utilize ~~yield curves, market spreads for similar securities, issuer-provided information and material events~~non-binding broker quotes as the key ~~inputs, as well as market yields.~~input. As ~~these inputs are~~this input is generally unobservable, collateralized debt obligations 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.

Inputs utilized in connection with the Company’s valuation techniques relating to its investments in other U.S. government guaranteed securities, 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. 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 political subdivisions primarily include bonds or notes issued by U.S municipalities. Inputs utilized in connection with the Company’s valuation techniques relating to this class of securities 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 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 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

-15-

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

Note C — Fair Value Measurements — (Continued)

investments are included in Level 3 of the fair value hierarchy.

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 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 ~~investment.~~investments. 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. 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)~~

Other liabilities measured at fair value ~~include~~consist of 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:

June 30, 2010
Total Level 1 Level 2 Level 3
(dollars in thousands)
Assets:

Fixed maturity securities, available for sale:
Agency residential mortgage-backed securities $ 807,806 $ — $ 770,524 $ 37,282
Non-agency residential mortgage-backed securities 798,075 — 686,818 111,257
Commercial mortgage-backed securities 34,138 — 7,008 27,130
Corporate securities 1,288,680 — 1,220,901 67,779
Collateralized debt obligations 119,892 — — 119,892
U.S. Treasury and other U.S. Government guaranteed securities 221,242 153,302 56,495 11,445
U.S. Government-sponsored enterprise securities 94,060 — 80,266 13,794
Obligations of U.S. states, municipalities and political subdivisions 1,962,280 — 1,962,280 —
Other investments 91,715 85,525 — 6,190
Assets held in separate account 113,532 — — 113,532

Total $ 5,531,420 $ 238,827 $ 4,784,292 $ 508,301

Liabilities:

Other liabilities $ 66,547 $ 66,547 $ — $ —

~~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 June 30, 2010																		March 31, 2011
						Total													Total		Level 1		Level 2		Level 3
						(Losses) Gains															(dollars in thousands)
						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)
Assets:
Fixed maturity securities, available for sale:
Agency residential mortgage-backed securities	$	36,102	$	(57	)	$	1,144		$	93		$	—	$	—		$	37,282	$	683,773	$	—	$	673,574	$	10,199
Non-agency residential mortgage- backed securities		118,111		(4,330	)		1,253			(3,642	)		—		(135	)		111,257
Non-agency residential mortgage-backed securities																				815,958		—		775,893		40,065
Commercial mortgage-backed securities		26,296		(189	)		1,155			(132	)		—		—			27,130		36,917		—		35,745		1,172
Corporate securities		88,468		(1,326	)		370			(11,893	)		—		(7,840	)		67,779		1,643,270		907		1,569,339		73,024
Collateralized debt obligations		115,029		1,164			4,027			(328	)		—		—			119,892		181,832		—		—		181,832
U.S. Treasury and other U.S. Government guaranteed securities		5,439		(2	)		(325	)		6,333			—		—			11,445		177,846		126,126		43,605		8,115
U.S. Government-sponsored enterprise securities		—		3			25			13,766			—		—			13,794		111,451		—		82,133		29,318
Other Investments		9,364		643			(191	)		(3,626	)		—		—			6,190
Obligations of U.S. states, municipalities and political subdivisions																				2,214,335		1,343		2,212,992		—
Other investments																				154,738		149,174		—		5,564
Assets held in separate account		115,277		—			—			(1,745	)		—		—			113,532		129,428		—		—		129,428

Total	$	514,086	$	(4,094	)	$	7,458		$	(1,174	)	$	—	$	(7,975	)	$	508,301	$	6,149,548	$	277,550	$	5,393,281	$	478,717


Liabilities:
Other liabilities																			$	85,598	$	85,598	$	—	$	—

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

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

~~Net losses~~The following table provides reconciliations for ~~the period included in earnings attributable to the net change in unrealized losses of~~Level 3 assets measured at fair value ~~using unobservable inputs~~on a recurring basis. Transfers into and ~~held at June 30, 2010 included non-agency residential mortgage-backed securities ($4.3 million), commercial mortgage-backed securities ($0.2 million) and corporate securities ($1.4 million). In~~out of Level 3 are recognized as of the ~~second~~end of the quarter ~~of 2010, net losses of $5.9 million were reported~~ in ~~the consolidated statements of income under the caption “net realized investment losses”.~~which they occur.

Six Months Ended June 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 $ (197 ) $ 1,124 $ 23,168 $ — $ — $ 37,282
Non-agency residential mortgage- backed securities 130,326 (14,142 ) 3,348 (8,140 ) — (135 ) 111,257
Commercial mortgage-backed securities 26,009 (1,385 ) 3,208 (702 ) — — 27,130
Corporate securities 95,920 (3,558 ) 208 (17,044 ) 3,825 (11,572 ) 67,779
Collateralized debt obligations 114,444 (2,101 ) 11,674 (4,125 ) — — 119,892
U.S. Treasury and other U.S. Government guaranteed securities 11,367 (24 ) (332 ) 434 — — 11,445
U.S. Government-sponsored enterprise securities — 3 25 13,766 — — 13,794
Other investments 9,707 466 (359 ) (3,624 ) — — 6,190
Assets held in separate account 113,488 — — 44 — — 113,532

Total $ 514,448 $ (20,938 ) $ 18,896 $ 3,777 $ 3,825 $ (11,707 ) $ 508,301

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 June 30, 2010 included non-agency residential mortgage-backed securities ($14.2 million), commercial mortgage-backed securities ($1.4 million), corporate securities ($4.6 million), collateralized debt obligations ($2.2 million) and other investments ($0.2 million). In the first half of 2010, net losses of $0.2 million and $22.4 million were reported in the consolidated statements of income under the captions “net investment income” and “net realized investment losses”, respectively.


	Three Months Ended March 31, 2011
						Total Gains
						(Losses)
			Total Gains			Included in
	Balance at		(Losses)			Other Com-											Transfers		Transfers			Balance
	Beginning		Included in			prehensive											Into		Out of			End of the
	of Year		Earnings			Income			Purchases			Issuances		Settlements			Level 3		Level 3			Period
												(dollars in thousands)
Agency residential mortgage- backed securities	$	11,266	$	(19	)	$	(60	)	$	—		$	—	$	(988	)	$	—	$	—		$	10,199
Non-agency residential mortgage- backed securities		37,520		139			(283	)		3,871			—		(1,182	)		—		—			40,065
Commercial mortgage-backed securities		1,327		—			(14	)		—			—		(141	)		—		—			1,172
Corporate securities		60,968		(26	)		(1,063	)		18,576			—		(3,573	)		1,645		(3,503	)		73,024
Collateralized debt obligations		175,184		2,201			14,144			—	��		—		(9,697	)		—		—			181,832
U.S. Treasury and other U.S. Government guaranteed securities		9,015		(3	)		(791	)		—			—		(106	)		—		—			8,115
U.S. Government-sponsored enterprise securities		4,020		6			(10	)		23,269			—		—			2,033		—			29,318
Obligations of U.S. states, municipalities and political subdivisions		2,855		—			(63	)		—			—		—			—		(2,792	)		—
Other investments		6,449		—			65			3			—		—			—		(953	)		5,564
Assets held in separate account		123,674		—			—			5,754			—		—			—		—			129,428

Total	$	432,278	$	2,298		$	11,925		$	51,473		$	—	$	(15,687	)	$	3,678	$	(7,248	)	$	478,717

The carrying ~~value~~values and estimated fair ~~value~~values 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,~~required to be disclosed, the aggregate fair value amounts presented below are not reflective of the underlying value of the Company.

June 30, 2010 December 31, 2009
Carrying Fair Carrying Fair
Value Value Value Value
(dollars in thousands)
Assets:
Short-term investments 351,093 351,093 406,782 406,782
Other investments 331,588 331,588 370,565 370,565

Liabilities:
Policyholder account balances 1,442,575 1,580,234 1,351,565 1,471,669
Corporate debt 388,750 415,202 365,750 361,754
Junior subordinated debentures 175,000 138,250 175,000 124,600
Advances from Federal Home Loan Bank 55,342 73,710 55,342 68,320
Liabilities related to separate account 113,532 113,532 113,488 113,488

~~-18-~~

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

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


	March 31, 2011				December 31, 2010
	Carrying		Fair		Carrying		Fair
	Value		Value		Value		Value
			(dollars in thousands)
Assets:
Short-term investments	$	267,389	$	267,389	$	334,215	$	334,215
Other investments		458,605		458,605		351,678		351,678

Liabilities:
Policyholder account balances	$	1,667,250	$	1,767,406	$	1,662,932	$	1,761,795
Corporate debt		375,000		408,450		375,000		402,618
Junior subordinated debentures		175,000		167,491		175,000		161,541
Advances from Federal Home Loan Bank		55,342		70,006		55,342		70,046
Liabilities related to separate account		129,428		129,428		123,674		123,674

The carrying values for short-term investments approximate fair values based on the nature of the investments. Other investments primarily include investment funds organized as limited partnerships and limited liability companies and real estate ~~investment~~investments held by limited liability companies, which are reflected in the Company’s financial statements under the equity method of accounting. In determining the fair ~~value~~values of such investments for purposes of this footnote disclosure, the Company concluded that the ~~value~~values calculated using the equity method of accounting was reflective of the fair market ~~value~~values of such investments. 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

-17-

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

Note C — Fair Value Measurements — (Continued)

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. The carrying values of all other invested assets and separate account liabilities approximate their fair value.

The fair ~~value~~values of policyholder account balances are net of reinsurance receivables and the carrying values have been decreased for related acquisition costs of ~~$79.4~~$80.0 million and ~~$94.0~~$82.1 million at ~~June 30, 2010~~March 31, 2011 and December 31, ~~2009,~~2010, respectively. Fair values for policyholder account balances were determined by estimating future cash flows discounted at a current market rate.

The Company believes that the fair value of its variable rate long-term debt is equal to its carrying ~~value. The Company pays~~value, since the variable rates of interest on this debt ~~which~~ are reflective of market conditions in effect from time to time. The fair values of the ~~2033 Senior Notes,~~ 7.875% Senior Notes due 2020, ~~(“2020 Senior Notes”)~~the outstanding borrowings under the Company’s Credit Agreement with Bank of America, N.A., as administrative agent, and a group of lenders and the 7.376% fixed-to-floating rate junior subordinated debentures due 2067 ~~(“Junior Subordinated Debentures”)~~ are based on the expected cash flows discounted to net present value. The fair values for fixed rate advances from the FHLB were calculated using discounted cash flow analyses based on the interest rates for the advances at the balance sheet date.

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 paid semi-annually in arrears on January 31 and July 31, commencing on July 31, 2010. 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 and recognized a resulting loss of $0.1 million, net of an income tax benefit of $0.07 million. In addition, on July 14, 2010, the Company redeemed $20.0 million in aggregate principal amount of its 2033 Senior Notes. Finally on August 6, 2010, the Company gave notice of redemption of an additional $50.0 million in aggregate principal amount of the 2033 Senior Notes. Such redemption will occur on September 21, 2010. After giving effect to these redemptions, $68.8 million in aggregate principal amount of the notes will remain outstanding.

~~-19-~~

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

Note ~~G –~~F — Stock-Based Compensation

The Company recognized stock-based compensation expenses of ~~$4.5~~$2.2 million and ~~$4.9~~$2.1 million in the first ~~six months~~quarters of ~~2010~~2011 and ~~2009, respectively, of which $2.3 million and $2.5 million was recognized in the second quarter of~~ 2010, ~~and 2009,~~ respectively. The remaining unrecognized compensation expense related to unvested awards at ~~June 30, 2010~~March 31, 2011 was ~~$20.2~~$17.7 million and the weighted average period of time over which this expense will be recognized is ~~3.3~~3.2 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 half of 2010: expected volatility – 43.0%, expected dividends – 1.8%, 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 half of 2009: expected volatility – 39.3%, expected dividends – 2.8%, expected lives of the options – 6.1 years, and the risk free rate – 2.1%.assumptions:


	Three Months Ended
	March 31,
	2011			2010
Expected volatility		43.9	%		42.8	%
Expected dividends		1.4	%		1.9	%
Expected lives of options (in years)		6.0			6.1
Risk-free rate		2.6	%		2.7	%

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 granted in 2011 and 2010 for which the Company had sufficient historical exercise data. The Company used the “simplified method” to estimate the expected life of certain options granted in 2010 for which sufficient historical data was not ~~available due to significant differences in the vesting periods of these grants compared to previously issued grants.~~available. 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		Average		Aggregate
	Number			Average		Remaining		Intrinsic
	of			Exercise		Contractual		Value
Options	Options			Price		Term		($000)
Outstanding at January 1, 2011		3,989,995		$	29.10
Granted		494,012			30.94
Exercised		(117,701	)		23.78
Forfeited		(1,800	)		21.24
Expired		—			—

Outstanding at March 31, 2011		4,364,506			29.45		6.7	$	14,496


Exercisable at March 31, 2011		2,395,130		$	30.50		5.6	$	7,037

The weighted average grant date fair value of options granted during the first quarters of 2011 and 2010 was $12.19 and $7.89, respectively. The cash proceeds from stock options exercised were $2.8 million and $0.3 million in the first quarters of 2011 and 2010, respectively. The total intrinsic value of options exercised during the first quarters of 2011 and 2010 was $0.8 million and $1.6 million, respectively. The Company’s actual benefits from the tax deductions realized in excess of recognized compensation cost were $0.2 million and $0.5 million in the first quarters of 2011 and 2010, respectively, and are included as a component of additional paid in capital.

At March 31, 2011, 4,273,250 performance-contingent incentive options were outstanding with a weighted average exercise price of $25.50, a weighted average contractual term of 4.1 years and an intrinsic value of $22.7 million. 3,613,250 of such options with a weighted average exercise price of $25.33, a weighted average contractual term of 3.4 years and an intrinsic value of $19.9 million were exercisable at March 31, 2011. At March 31, 2011, a total of 238,396 performance-contingent restricted shares were outstanding.

~~-20-~~-19-

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

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

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

Weighted
Weighted Average Aggregate
Number Average Remaining Intrinsic
of Exercise Contractual Value
Options Options Price Term ($000)
Outstanding at January 1, 2010 3,927,758 $ 29.10
Granted 553,470 21.73
Exercised (227,810 ) 13.73
Forfeited (187,975 ) 28.85
Expired (14,723 ) 27.94

Outstanding at June 30, 2010 4,050,720 28.97 7.0 $ 5,879

Exercisable at June 30, 2010 2,046,229 $ 30.07 5.8 $ 2,305

The weighted average grant date fair value of options granted during the first half of 2010 and 2009 was $8.22 and $4.78, respectively and during the second quarter of 2010 and 2009 was $10.18 and $6.91, respectively. The cash proceeds from stock options exercised were $1.0 million and $2.2 million in the first half of 2010 and 2009, respectively. The total intrinsic value of options exercised during the first half of 2010 and 2009 was $2.3 million and $1.1 million, respectively.

At June 30, 2010, 5,673,250 performance-contingent incentive options were outstanding with a weighted average exercise price of $25.67, a weighted average contractual term of 5.8 years and an intrinsic value of $6.9 million. Of such options, 3,208,250 options with a weighted average exercise price of $24.84, a weighted average contractual term of 3.7 years and an intrinsic value of $6.9 million were exercisable at June 30, 2010.

~~Note H~~–—Computation of Results per Share

The following table sets forth the calculation of basic and diluted results per ~~share:~~share (amounts in thousands, except per share data):


	Three Months Ended				Six Months Ended
	June 30,				June 30,				Three Months Ended
	2010		2009		2010		2009		March 31,
	(amounts in thousands, except per share data)								2011		2010
Numerator:
Net income attributable shareholders	$	36,951	$	37,007	$	74,614	$	61,491

Net income attributable to shareholders									$	50,224	$	36,516

Denominator:
Weighted average common shares outstanding		55,287		50,148		55,224		49,091		55,921		55,160
Effect of dilutive securities		478		195		387		142		813		297

Weighted average common shares outstanding, assuming dilution		55,765		50,343		55,611		49,233		56,734		55,457


Basic results per share of common stock:
Net income attributable to shareholders	$	0.67	$	0.74	$	1.35	$	1.25	$	0.90	$	0.66


Diluted results per share of common stock:
Net income attributable to shareholders	$	0.66	$	0.74	$	1.34	$	1.25	$	0.89	$	0.66

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~~

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~~In recent years, the Company ~~continues to benefit~~has benefited from the ~~favorable~~stable market conditions ~~which have in recent years prevailed~~prevailing for its excess workers’ compensation products as to pricing and other contract ~~terms for these products.~~terms. However, ~~due primarily to improvements~~because pricing in the primary workers’ compensation market ~~resulting in lower~~has been increasingly competitive, the demand for excess workers’ compensation products has not significantly increased. In addition, the downward pressure on employment and wage levels exerted by the recent recession has negatively affected premium ~~rates in that market, conditions relating to new business production and growth in premiums~~levels for insurance products which are based upon employers’ payrolls, such as the Company’s excess workers’ compensation ~~products~~products. This effect has been ameliorated by the Company’s emphasis on municipalities, hospitals and schools; sectors whose payroll levels generally have been less ~~favorable in~~adversely affected by the recent ~~years. In response to these conditions, the~~recession. The Company has enhanced its focus on its sales and marketing function for these ~~products and has been achieving~~products. During the first three months of 2011, the Company achieved significantly improved levels of new business production, as well as improvements in pricing, for these products. In addition, based on the growth and development of the Company’s assumed workers’ compensation and casualty reinsurance product, the Company 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~~continuing to experience challenging market conditions from a competitive ~~standpoint, particularly as to pricing.~~standpoint. These conditions, in addition to the ~~downward pressure~~continuing effects of the recent recession on employment and wage levels ~~exerted by the~~have, in recent ~~recession, are~~years, adversely ~~impacting~~impacted 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.~~products. 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. During the first three months of 2011, the Company achieved significantly improved levels of new business production, as well as improvements in pricing, for these products. The Company is also emphasizing its suite of voluntary group insurance products, which includes, among others, its group limited benefit health insurance product. ~~In response to the recently adopted federal health care reform legislation, the~~The Company ~~plans, beginning in September 2010, to issue all of its new and renewal limited benefit health policies under~~is generally marketing this product with a fixed indemnity benefit structure that ~~will be~~is exempt from certain of the requirements of the legislation that will then become effective. However, since the legislation remains subject to implementing agency regulations and future legislative action, this plan is subject to change based on future developments. Moreover,federal health care reform legislation; however, it is uncertain whether this product can be effectively marketed once the minimum medical coverage requirements of 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 has 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~~amounts. At their maturity in March ~~2009,~~2011, the Company repaid ~~$35.0~~the remaining $65.0 million in aggregate principal amount of ~~the floating rate~~these funding agreements, ~~at their maturity,~~ resulting in a corresponding repayment of the funding agreement-backed ~~notes.~~notes, and no such funding agreements remain outstanding. From time to time, the Company acquires blocks of existing SPDA and FPA policies from other insurers through indemnity assumed reinsurance transactions. The Company believes that

~~-22-~~

return on investments and the interest 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. ~~Beginning in~~In recent years, the ~~second half of 2007, due primarily~~Company has repositioned its investment portfolio 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 performancereduce its holdings 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,instruments; 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~~the market conditions of recent years, the Company has been maintaining a ~~significantly larger~~significant proportion of its portfolio in short-term investments, which totaled ~~$351.1~~$267.4 million and ~~$406.8~~$334.2 million at ~~June~~March 30, ~~2010~~2011 and December 31, ~~2009,~~2010, respectively. The Company has ~~recently been engaged~~made progress in its recent efforts to deploy a significant portion of these short-term investments into longer-term fixed maturity securities which offer more attractive yields. However, ~~especially~~ since the recent market environment, in which low interest rates and tight credit spreads have been prevailing, ~~has made it particularly~~continues to be challenging ~~to make~~from the standpoint of making new investments on attractive 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~~2010 and in the first ~~half~~three months of ~~2010,~~2011, during which ~~more~~ favorable market conditions ~~emerged, as compared to 2008.~~prevailed. However, market conditions may ~~continue to be volatile~~worsen 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~~levels of ~~the Company’s available for sale investment portfolio has increased in recent quarters,~~ the Company’s realized investment losses from declines in market value relative to the amortized cost of various securities that it determined to be other than temporary ~~increased~~decreased significantly ~~during 2009. Investment losses of this type moderated during~~in 2010 and the first ~~half~~quarter of ~~2010; however, in light of the continuing effects of the market conditions discussed above, such~~2011 as compared to 2009, 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~~2010 (the ~~“2009~~“2010 Form 10-K”). Capitalized terms used herein without definition have the meanings ascribed to them in the ~~2009~~2010 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~~2010 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~~2010 Form 10-K, “Risk Factors”.

~~-23-~~-22-

Results of Operations

~~Six~~Three Months Ended ~~June 30, 2010~~March 31, 2011 Compared to
~~Six~~Three Months Ended ~~June 30, 2009~~March 31, 2010

Summary of Results.Net income attributable to shareholders was ~~$74.6~~$50.2 million, or ~~$1.34~~$0.89 per diluted share, infor the first ~~half~~quarter of ~~2010~~2011 as compared to ~~$61.5~~$36.5 million, or ~~$1.25~~$0.66 per diluted share, infor the first ~~half~~quarter of ~~2009.~~2010. Net income in the first ~~half~~quarter of ~~2010~~2011 and ~~2009~~2010 included net realized investment losses, net of the related income tax ~~benefit,~~expense, of ~~$18.8~~$1.3 million, or ~~$0.34~~$0.02 per diluted share, and ~~$32.2~~$9.8 million, or ~~$0.65~~$0.18 per diluted share, respectively. Net income in the first ~~half~~quarter of ~~2010~~2011 as compared to the ~~first half of 2009~~prior period benefited from ~~an increase in net investment income, including increased investment spreads on the Company’s asset accumulation products, and~~ growth in income from the Company’s core group employee benefit products, ~~and, on a per-share basis, was adversely impacted by the Company’s two Class A Common Stock offerings completed during 2009. Net~~an increase in net investment income ~~in the first half of 2010, which increased 5% from the first half of 2009, reflects a 22% increase in average invested assets, partially offset by~~and a decrease in the ~~tax equivalent weighted average annualized yield to 6.0% from 6.9%. Realized~~level of realized investment losses. Net realized investment losses in the first ~~six months~~quarter of ~~2010~~2011 and ~~2009~~2010 included losses, net of the related income tax benefit, of ~~$28.5~~$5.9 million, or ~~$0.51~~$0.10 per diluted share, and ~~$27.6~~$15.0 million, or ~~$0.56~~$0.27 per diluted share, respectively, due to ~~the other than temporary declines~~credit loss-related impairments in the ~~market~~ values of certain ~~fixed maturity securities and other~~ investments.

~~Operating earnings, which is a~~The Company believes the 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 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 ~~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.~~prior to maturity. 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~~the 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 ~~$93.6~~$51.5 million, ~~in both the first half of 2010 and 2009 and were $1.68~~or $0.91 per diluted share, in the first ~~half~~quarter of ~~2010~~2011 compared to ~~$1.90~~$46.3 million, or $0.84 per diluted ~~share in the first half of 2009,~~share. This increase is primarily due to ~~the impact of~~an increase in net investment income and growth in income from the Company’s ~~two Class A Common Stock offerings completed during 2009.~~core group employee benefit products.

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


	Six Months Ended						Three Months Ended
	June 30,						March 31,
	2010			2009			2011			2010
Operating earnings	$	93,589		$	93,647		$	51,506		$	46,335
Net realized investment losses, net of taxes^(A)		(18,837	)		(32,156	)		(1,282	)		(9,819	)
Loss on early retirement of senior notes^(B)		(138	)		—

Net income attributable to shareholders	$	74,614		$	61,491		$	50,224		$	36,516


Diluted results per share of common stock:
Diluted results per share of common stock
Operating earnings	$	1.68		$	1.90		$	0.91		$	0.84
Net realized investment losses, net of taxes^(A)		(0.34	)		(0.65	)		(0.02	)		(0.18	)
Loss on early retirement of senior notes^(B)		—			—

Net income attributable to shareholders	$	1.34		$	1.25		$	0.89		$	0.66

Premium and Fee Income.Premium and fee income infor the first ~~half~~quarter of ~~2010~~2011 was ~~$700.3~~$376.4 million as compared to ~~$710.2~~$347.8 million infor the first ~~half~~quarter of ~~2009.~~ 2010, an increase of 8%.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 $671.1~~increased 8% to $359.4 million ~~and $683.6~~for the first quarter of 2011 from $333.3 million infor the first ~~half~~quarter of 2010, reflecting higher new business production, price increases and ~~2009, respectively. Assumed workers’ compensation and casualty reinsurance is included in~~improved persistency. New business production for the Company’s core group employee benefit products ~~beginning~~increased 41% to $82.5 million in the ~~third~~first quarter of ~~2009. Accordingly, to assist~~2011 from $58.5 million in ~~comparability with prior periods, premiums from this product have also been included in premiums from core group employee benefit products for prior periods.~~the first quarter of 2010. Premiums from excess workers’ compensation insurance for self-insured employers ~~were $138.8~~increased 10% to $74.9 million in the first ~~half~~quarter of ~~2010 as compared to $136.8~~2011 from $68.0 million in the first ~~half~~quarter of ~~2009. New~~2010. Excess workers’ compensation new business production, which represents the annualized amount of new premium sold, ~~for excess workers’ compensation~~ was ~~$19.7 million and $25.3~~$19.1 million in the first ~~half~~quarter of 2011 as compared to $13.4 million in the first quarter of 2010, ~~and 2009, respectively.~~an increase of 42%. Premiums from assumed workers’ compensation and casualty reinsurance increased ~~55%~~51% to ~~$23.4~~$17.3 million in the first ~~half~~quarter of ~~2010~~2011 from ~~$15.1~~$11.4 million in the first ~~half~~quarter of ~~2009.~~2010. Assumed workers’ compensation and casualty reinsurance production was ~~$8.5~~$7.3 million in the first ~~half~~quarter of ~~2010~~2011 as compared to ~~$8.7~~$5.1 million in the first ~~half of 2009. In the important July 2010 renewal season, the results of which are not reflected in the Company’s results for the first half~~quarter of 2010, an increase of 43%. SNCC’s rates ~~on excess workers’ compensation~~for its 2011 renewal policies ~~declined modestly~~increased 3% and ~~self-insured retentions were~~SIRs on average are up ~~modestly on~~2% in 2011 for new and renewal policies. ~~Retention~~SNCC’s retention of its existing excess workers’ compensation customers remained strong in the first ~~half~~quarter of ~~2010 remained strong.~~2011.

~~Premiums~~During the first quarter of 2011, premiums from the Company’s other core group employee benefit products ~~was $508.9~~increased 5% to $267.2 million in the first ~~half~~quarter of ~~2010 compared to $531.7~~2011 from $253.9 million in the first ~~half~~quarter of ~~2009. During the first half of 2010 and 2009, premiums~~2010. Premiums from the Company’s group life products ~~were $193.8~~increased 6% to $103.4 million ~~and $204.3~~in the first quarter of 2011 from $97.9 million ~~respectively, and premiums~~in the first quarter of 2010. Premiums from the Company’s group disability products ~~were $271.1~~increased 5% to $140.8 million ~~and $287.2~~in the first quarter of 2011 from $134.4 million ~~respectively.~~in the first quarter of 2010. Premiums from the Company’s turnkey disability business were ~~$25.2~~$12.2 million induring the first ~~half~~quarter of ~~2010~~2011 compared to ~~$28.0~~$13.3 million induring the first ~~half~~quarter of ~~2009.~~2010. New business production for the Company’s other core group employee benefit products ~~was $92.5 million and $92.2~~increased 40% to $56.1 million in the first ~~half~~quarter of ~~2010 and 2009, respectively. Beginning~~2011 from $40.0 million in the ~~third quarter~~first quarters of 2009, production from the Company’s turnkey disability product is included in new business production for core group employee benefit products. Accordingly, to assist in comparability with prior periods, production from this product has also been included in core production for prior periods.2010. 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). The Company continues to implement price increases for certain group disability and group life insurance customers; in particular, where warranted in particular instances due to adverse claims experience. In addition, the Company has increased pricing levels for new long-term disability insurance customers as a result of the decrease in the discount rate for its disability reserves that was implemented in 2010. The payments received by the Company in connection with ~~loss portfolio transfers,~~LPT’s, which are episodic in nature and are recorded as liabilities rather than as premiums, were ~~$6.9~~$25.0 million in the first ~~half~~quarter of ~~2010~~2011 as compared to ~~$23.7~~$5.1 million in the first ~~half~~quarter of ~~2009.~~2010.

Deposits from the Company’s asset accumulation products were ~~$116.8~~$97.6 million in the first ~~half~~quarter of ~~2010~~2011 as compared to ~~$174.7~~$38.8 million in the first quarter of 2010, an increase of 152%. This increase reflects the continuation during the first quarter of 2011 of the advantageous conditions for the Company in the fixed annuity marketplace which emerged during the second half of ~~2009.~~2010. 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~~2011 in an effort to achieve its targeted interest rate spreads on these products. The Company’s funds under management increased 20% to $1,728.4 million at March 31, 2011 up from $1,440.9 million at March 31, 2010.

Net Investment Income.Net investment income in the first ~~half~~quarter of ~~2010~~2011 was ~~$162.3~~$92.3 million as compared to ~~$154.9~~$84.1 million in the first ~~half~~quarter of ~~2009,~~2010, an increase of 5%10%. This increase reflects a 13% increase in average invested assets to $6,598.3 million in 2011 from $5,814.3 million in 2010, a higher level of investment income from the Company’s fixed maturity security portfolio ~~resulting from~~and strong performance on the ~~portfolio repositioning discussed above. See “Introduction”.~~part of the Company’s investments in investment funds organized as limited partnerships and limited liability companies. The level of net investment income in the first half of 2010 also reflects a 22% increase in average invested assets to $5,852.3 million in 2010 from $4,799.3 million in the first half of 2009, partially offset by a decrease in the tax equivalent weighted average annualized yield toon invested assets was 6.0% ~~from 6.9%.~~and 6.2% in for the first quarter of 2011 and 2010, respectively.

Net Realized Investment Losses.Net realized investment losses were ~~$29.0~~$2.0 million in the first ~~half~~quarter of ~~2010~~2011 as compared to ~~$49.5~~$15.1 million in the first ~~half~~quarter of ~~2009.~~2010. The Company monitors its investments on an ongoing basis. When the ~~market~~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 representing credit ~~loss~~losses 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~~

~~-25-~~

and other investments, of which ~~$43.8 million and $42.5~~$23.0 million was recognized as ~~credit-related~~ realized investment losses related to credit losses and ~~$5.1 million and $20.7~~$4.3 million remained as a component of accumulated other comprehensive income ~~respectively. See “Introduction”.~~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 first ~~half~~quarters of ~~2010~~2011 and ~~2009,~~2010, the Company recognized ~~$14.9~~$7.0 million and ~~$(7.0)~~$7.9 million, respectively, of net gains ~~(losses)~~ on ~~the~~ sales of securities.

The Company may continue to recognize losses due to other than temporary declines in security fair values in the future, and such losses may be significant. The extent of such losses will depend on, among other things, future developments in the United States and global economies, financial and credit markets, credit spreads, interest rates, expected future cash flows from structured securities, the outlook for the performance by the security issuers of their obligations and changes in security values. The Company continuously monitors its investments in securities whose fair values are below the Company’s amortized cost pursuant to its procedures for evaluation for other than temporary impairment in valuation. See Note B to the Consolidated Financial Statements and the section in the ~~2009~~2010 Form 10-K entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Estimates” for a description of these procedures, which take into account a number of factors. It is not possible to predict the extent of any future changes in value, positive or negative, or the results of the future application of these procedures, with respect to these securities. For further information concerning the Company’s investment portfolio, see “Liquidity and Capital Resources –— Investments.”

Benefits and Expenses.Policyholder benefits and expenses were ~~$715.5~~$390.7 million in the first half of 2010 as compared to $722.7 million in the first half of 2009. This decrease primarily reflects the decrease in premiums from the Company’s group employee benefit products 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 93.8% and 93.2% in the first half of 2010 and 2009, respectively. The increase in the combined ratio in the first half of 2010 resulted primarily from the lower level of premiums from the Company’s group employee benefit products in the current period, as well as expenses associated with new product development at SNCC. The weighted average annualized crediting rate on the Company’s asset accumulation products was 3.9% and 4.2% in the first half of 2010 and 2009, respectively.

~~Interest Expense~~. Interest expense was $22.1 million in the first half of 2010 as compared to $14.3 million in the first half 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 $21.1~~2011 as compared to $359.7 million in the first half of 2010 as compared to $16.9 million in the first half of 2009, primarily due to the higher level of operating income. The Company’s effective tax rate was 22.1% in the first half of 2010 compared to 21.6% in the first half of 2009.

~~Three Months Ended June 30, 2010 Compared to~~
~~Three Months Ended June 30, 2009~~

~~Summary of Results.~~~~Net income attributable to shareholders was $37.0 million, or $0.66 per diluted share, for the second~~ quarter of 2010 as compared to $37.0 million, or $0.74 per diluted share, for the second quarter of 2009. Net income in the second quarter of 2010 and 2009 included net realized investment losses, net of the related income tax benefit, of $9.0 million, or $0.17 per diluted share, and $17.9 million, or $0.35 per diluted share, respectively. Net income in the second quarter of 2010 benefited from a decrease in the level of realized losses recognized in earnings due to credit loss-related investment impairments and was adversely impacted by a decrease in net investment income, primarily attributable to performance in 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. Investment losses in the second quarter of 2010 and 2009 included losses, net of the related income tax benefit, of $13.5 million, or $0.24 per diluted share, and $16.2 million, or $0.32 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

~~-26-~~

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 market value of an investment is other than temporary. Early retirement of senior notes and junior subordinated deferrable interest debentures occur 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 $46.1 million in the second quarter of 2010 compared to $54.9 million in the second quarter of 2009. Operating earnings were $0.83 per diluted share in the second quarter of 2010 compared to $1.09 per diluted share in the second quarter of 2009, primarily due to the lower level of net investment income discussed above and 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
June 30,
2010 2009
Operating earnings $ 46,107 $ 54,864
Net realized investment losses, net of taxes^(A)
(9,018 ) (17,857 )
Loss on early retirement of senior notes^(B)
(138 ) —

Net income attributable to shareholders $ 36,951 $ 37,007

Diluted results per share of common stock
Operating earnings $ 0.83 $ 1.09
Net realized investment losses, net of taxes^(A)
(0.17 ) (0.35 )
Loss on early retirement of senior notes^(B)
— —

Net income attributable to shareholders $ 0.66 $ 0.74


~~(A)~~		Net of an income tax benefit of $4.9 million and $9.6 million, or $0.09 per diluted share and $0.19 per diluted share, for the three months ended June 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 $0.07 million or $0.00 per diluted share for the three months ended June 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 second quarter of 2010 was $352.6 million as compared to $352.4 million for the second quarter of 2009. Premiums from core group employee benefit products were $337.7 million in the second quarter of 2010 as compared to $339.4 million in the second quarter of 2009. Premiums from excess workers’ compensation insurance for self-insured employers increased 3% to $70.8 million in the second quarter of 2010 from $69.0 million in the second quarter of 2009. 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 been included in premiums from core group employee benefit products for prior periods. Excess workers’ compensation new business production, which represents the annualized amount of new premium sold, was $6.3 million in the second quarter of 2010 as compared to $10.2 million in the second quarter of 2009. Premiums from assumed workers’ compensation and casualty reinsurance increased 41% to $11.9 million in the second quarter of 2010 from $8.5 million in the second quarter of 2009. Assumed workers’ compensation and casualty reinsurance production increased 87% to $3.4 million in the second quarter of 2010 from $1.8 million in the second quarter of 2009. Rates increased modestly in the second quarter 2010 excess workers’ compensation renewals and self-insured retentions are on average up modestly in second quarter 2010 new and renewal policies. Retention of existing excess workers’ compensation

~~-27-~~

~~customers in the second quarter of 2010 remained strong.~~

Premiums from the Company’s other core group employee benefit products were $255.0 million and $261.9 million in the second quarters of 2010 and 2009, respectively. During the second quarter of 2010 and 2009 premiums from the Company’s group life products were $95.9 million and $100.7 million, respectively, and premiums from the Company’s group disability products were $136.7 million and $140.8 million, respectively. Premiums from the Company’s turnkey disability business were $11.9 million during the second quarter of 2010 compared to $12.8 million during the second quarter of 2009. New business production for the Company’s other core group employee benefit products increased 15% to $52.5 million in the second quarter of 2010 from $45.6 million in the second quarter of 2009. 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 this product has also been included in core production for prior periods. 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 $78.0 million in the second quarter of 2010 as compared to $115.0 million in the second quarter 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 second quarter of 2010 was $78.2 million as compared to $92.0 million in the second quarter of 2009.~~ This decrease reflects a decrease in the tax equivalent weighted average annualized yield on invested assets to 5.6% for the second quarter of 2010 from 7.9% for the second 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 21% increase ~~in average invested assets to $5,992.8 million in the second quarter of 2010 from $4,947.0 million in the second quarter of 2009.~~

~~Net Realized Investment Losses.~~Net realized investment losses were $13.9 million in the second quarter of 2010 compared to $27.5 million in the second quarter of 2009. The Company monitors its investments on an ongoing basis. When the market 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 $21.7 million of losses in the second quarter of 2010 due to the other than temporary declines in the market values of certain fixed maturity securities and other investments, of which $20.8 million was recognized as realized investment losses related to credit losses and $0.8 million remained as a component of accumulated other comprehensive income on the balance sheet related to non-credit losses. During the second quarter of 2009, the Company recognized $45.6 million of losses due to the other than temporary declines in the market values of certain fixed maturity securities and other investments, of which $24.9 million was recognized as realized investment losses related to credit losses and $20.7 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 second quarters of 2010 and 2009, the Company recognized $7.0 million and $(2.6) million, respectively, of net gains (losses) on sales of securities.

The Company may recognize additional losses due to other than temporary declines in security market values in the future, and such losses may be significant. See “Six Months Ended June 30, 2010 Compared to Six Months Ended June 30, 2009 – Net Realized Investment Losses.”

~~Benefits and Expenses.~~~~Policyholder benefits and expenses were $357.6 million in the second quarter of 2010 as compared to $360.9 million in the second quarter of 2009. This decrease~~ primarily reflects the ~~decrease~~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 ~~93.5%~~95.2% and ~~93.1%~~94.6% in the ~~second~~first quarters of 2011 and 2010, ~~and~~

~~-28-~~

~~2009,~~ respectively. The weighted average annualized crediting rate on the Company’s asset accumulation products was ~~3.7%~~4.0% and 4.2% in the ~~second~~first quarters of ~~2010~~2011 and ~~2009,~~2010, respectively.

Interest Expense. Interest expense was ~~$11.5~~$9.3 million in the ~~second~~first quarter of ~~2010~~2011 as compared to ~~$7.1~~$10.6 million in the ~~second~~first quarter of ~~2009.~~2010. This ~~increase~~decrease primarily reflects a decrease in interest expense associated with the 2033 Senior Notes, which were redeemed during 2010, partially offset by an increase in 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.~~

2010.

Income Tax Expense.Income tax expense was ~~$10.6~~$16.4 million in the ~~second~~first quarter of ~~2010~~2011 as compared to ~~$11.8~~$9.9 million in the ~~second~~first quarter of ~~2009.~~2010. This increase primarily 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 ~~rates were 22.3%~~rate was 24.6% and ~~24.1%~~21.3% in the ~~second~~first quarter of ~~2010~~2011 and ~~2009,~~2010, respectively.

Liquidity and Capital Resources

General.The Company’s current liquidity needs include principal and interest payments on ~~any~~ outstanding borrowings under ~~the Amended Credit Agreement~~its bank credit facility 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 and recognized a resulting loss of $0.1 million, net of an income tax benefit of $0.07 million. In addition, on July 14, 2010, the Company redeemed $20.0 million in aggregate principal amount of the 2033 Senior Notes. Finally, on August 6, 2010, the Company gave notice of redemption of an additional $50.0 million in aggregate principal amount of the 2033 Senior Notes. Such redemption will occur on September 21, 2010. After giving effect to these redemptions, $68.8 million in aggregate principal amount of the notes will remain outstanding. 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~~The 2020 Senior Notes ~~which will mature in January 2020~~ and ~~pay interest semi-annually in arrears on January 31 and July 31, commencing on July 31, 2010. The 2020 Senior Notes~~2007 Junior Debentures 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~~2010 Form 10-K.

In December 2010, the Company entered into a Credit Agreement with Bank of America, N.A. as administrative agent and a group of banking institutions (the “Credit Agreement”), which provides for a revolving loan facility of $175 million which matures on December 22, 2013 and a term loan facility of $125 million which matures on December 22, 2015. Concurrently with the consummation of the Credit Agreement, the Company terminated the Prior Credit Agreement, which was scheduled to expire in October 2011. Interest on borrowings under the Credit Agreement is payable, at the Company’s election, either at a floating rate based on LIBOR plus a specified margin which varies based upon the specified ratings of the Company’s senior unsecured debt, as in effect from time to time, or a base rate equal to the highest of Bank of America’s prime rate, LIBOR plus a specified margin or the federal funds rate plus a specified margin. The Credit Agreement contains various financial and other affirmative and negative covenants, along with various representations and warranties. The covenants include, among others, a maximum Company consolidated debt to capital ratio, a minimum Company consolidated net worth, minimum statutory risk-based capital requirements for RSLIC and SNCC, and certain limitations on subsidiary indebtedness. As of March 31, 2011, the

-25-

Company was in compliance in all material respects with the financial and various other affirmative and negative covenants in the Credit Agreement. At March 31, 2011, the Company had $125.0 million of outstanding borrowings and $175.0 million of borrowings remaining available under the Credit Agreement.

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~~had approximately ~~$96.4~~$152.5 million of financial resources available at the holding company level at ~~June 30, 2010,~~March 31, 2011, primarily comprised of short-term investments and investments 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~~During 2011, the Company’s insurance subsidiaries ~~would~~will be permitted, without prior regulatory approval, to make dividend payments totaling ~~$112.8~~$98.0 million, ~~during 2010, of which $1.8 million has been paid~~in addition to the ~~Company~~dividend payments of $53.8 million made during the first ~~six~~three months of ~~2010.~~2011. 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 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 Credit Agreement contains various financial and other affirmative and negative covenants, along with various representations and warranties, considered ordinary for this type of credit agreement. The covenants include, among others, a maximum Company consolidated 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 June 30,

~~-29-~~

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 June 30, 2010, the Company had no outstanding borrowings 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~~which had 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 iswas 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. ~~At June 30, 2010 and 2009,~~During the ~~Company’s reserves related to~~first quarter of 2011, the Company repaid the remaining $65.0 million in aggregate principal amount of fixed rate funding agreements ~~were $66.1 million.~~

On August 4, 2010, the Company’s Board of Directors declared a cash dividend of $0.11 per share, which will be paid on the Company’s Class A Common Stock and Class B Common Stock on September 1, 2010.at their maturity.

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 ~~$6,100.6~~$6,746.1 million at ~~June 30, 2010,~~March 31, 2011, 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 ~~$266.7~~$321.0 million at ~~June 30, 2010.~~March 31, 2011. At ~~June 30, 2010,~~March 31, 2011, the total carrying value of the portfolio of private placement corporate loans, mortgage loans, real estate and interests in limited partnerships and limited liability companies ~~and equity securities~~ managed on the Company’s behalf by Fortress Investment Group LLC was ~~$44.3~~$37.7 million.

During the first ~~six~~three months of ~~2010,~~2011, the market value of the Company’s available for sale investment portfolio, in relation to its amortized cost, increased by ~~$120.0~~$20.3 million from year-end ~~2009,~~2010, before the related decrease in the cost of business acquired of ~~$17.5~~$4.6 million and a decrease in the federal income tax provision of ~~$35.9~~$5.5 million. At ~~June 30, 2010,~~March 31, 2011, 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 ~~security holdings~~securities in the Company’s portfolio totaled ~~$264.7~~$242.6 million (of which ~~$235.3~~$186.1 million was attributable to investment grade securities) and ~~$201.9~~$156.2 million (of which ~~$79.6~~$93.1 million was attributable to investment grade securities), respectively. During the first ~~six~~three months of ~~2010,~~2011, the Company recognized pre-tax net investment losses of ~~$29.0~~$2.0 million. The weighted average credit rating of the securities in the Company’s fixed maturity portfolio having ratings by nationally recognized statistical rating organizations, based upon the highest of the ratings assigned to the respective securities, ~~by Standard & Poor’s, Moody’s and Fitch,~~ was ~~“AA”~~“A” at ~~June 30, 2010.~~March 31, 2011. 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~~2010 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, 100% of its excess workers’ compensation risks between $100.0 million and $150.0 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.

In addition, effective in March 2010, the Company currently cedes through indemnity reinsurance up to $20 million of coverage (compared to $10 million previously) with respect to workers’ compensation losses resulting from certain naturally occurring catastrophic events. The Company also currently cedes through indemnity reinsurance risks in excess of $300,000 per individual and type of coverage for new and existing employer-paid group life insurance policies. Reductions in the Company’s reinsurance coverages will decrease the reinsurance premiums paid by the Company under these arrangements and

~~-30-~~

principally from the issuance of the 2020 Senior Notes, partially offset by the full repayment of the then outstanding borrowings under the Amended Credit Agreement and the repurchase of $5.0 million in principal amount of the 2033 Senior Notes. During the first half of 2009, financing activities provided $135.6 million of cash, principally from deposits to policyholder accounts and proceeds from the issuance of 3.0 million shares of its Class A Common Stock in a public offering, partially offset by the repayment of $35.0 million in aggregate principal amount of floating rate funding agreements at their maturity.Agreement.


~~Item 3.~~		~~Quantitative and Qualitative Disclosures About Market Risk~~

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.~~2010.


~~Item 4.~~		~~Controls and Procedures~~

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, 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 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~~2010 Form 10-K, “Risk Factors”. The Company disclaims any obligation to update forward-looking information.

~~-31-~~

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~~

Item 1A. Risk Factors

The following discussion, which supplements the significant factors that may affect ~~the Company’s~~our business and operations as described in Part I, Item 1A of the ~~2009~~2010 Form 10-K, “Risk ~~Factors.”~~Factors”, updates and ~~supersedes~~supercedes the discussion contained therein ~~under the heading “The Company~~relating to this risk factor.

The Company’s financial position and results of operations may be adversely impacted by ~~a decline~~changes in accounting rules and in the ~~ratings~~interpretations of such rules.

The Company’s financial position and results of operations are reported in accordance with GAAP, in the case of the Company, and in accordance with statutory accounting principles, in the case of the statutory financial statements of its insurance ~~subsidiaries or its own credit ratings”:~~

~~The Company may be adversely impacted by a decline~~subsidiaries. Changes in the ~~ratings~~applicable GAAP or statutory accounting rules, or in the interpretations of such rules, may adversely affect the Company’s and such subsidiaries’ reported financial positions and results of operations.

On January 1, 2011, the Company adopted, on a retrospective basis, guidance issued by the Financial Accounting Standards Board limiting the extent to which an insurer may capitalize costs incurred in the acquisition of an insurance contract. The guidance provides that, in order to be capitalized, such costs must be incremental and directly related to the 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. As a result of its ~~insurance subsidiaries or~~adoption, the Company made an after-tax reduction to 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 Augustretained earnings at January 1, 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 August 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 decreasingin the amount of ~~capital these subsidiaries must hold~~$60.0 million, net of an income tax benefit of $32.3 million, which represents the net reduction in ~~order to maintain these ratings. Each~~deferred policy acquisition cost included in cost of business acquired on the ~~rating agencies reviews its ratings of companies periodically and there can be no assurance that current ratings will be maintained~~consolidated balance sheet. In addition, this adoption resulted in the future. 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. In October 2008, Standard & Poor’s revised the outlook on its ratings relating to RSLIC, SNCC and the Company to negative from stable. Claims-paying andrestatement of certain 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 August 2010 from A.M. Best, Fitch, Moody’s and Standard & Poor’s were bbb, BBB-, Baa3 and BBB, respectively. The ratingsinformation for the Company’s 2007 Junior Debentures as of August 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 August 2010 from A.M. Best, Moody’s and Standard & Poor’s were a, A3, and A, respectively.2010.

~~-32-~~


	Page
PART I. FINANCIAL INFORMATION (UNAUDITED)

Item 1. Financial Statements

Consolidated Statements of Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2011 and 2010 ~~and 2009~~		3

Consolidated Balance Sheets at ~~June 30, 2010~~March 31, 2011 and December 31, ~~2009~~2010		4

Consolidated Statements of Equity for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2011 and 2010 ~~and 2009~~		5

Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2011 and 2010 ~~and 2009~~		6

Notes to Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2221

Item 3. Quantitative and Qualitative Disclosures About Market Risk		3127

Item 4. Controls and Procedures		3127

PART II. OTHER INFORMATION

Item 1. Legal Proceedings		3227

Item 1A. Risk Factors		3228

Item 6. Exhibits		3328

Signatures		3329
EX-31.1
EX-31.2
EX-32.1
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT


	June 30, 2010														March 31, 2011
			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)
Agency residential mortgage-backed securities	$	753,523	$	54,336	$	(53	)	$	—		$	807,806	$	649,441		$	36,148	$	(1,816	)	$	—		$	683,773
Non-agency residential mortgage-backed securities		807,633		64,153		(49,289	)		(24,422	)		798,075		773,428			79,459		(18,913	)		(18,016	)		815,958
Commercial mortgage-backed securities		34,503		994		(1,185	)		(174	)		34,138		38,642			703		(2,289	)		(139	)		36,917
Corporate securities		1,241,399		70,865		(22,033	)		(1,551	)		1,288,680		1,583,511			79,187		(19,039	)		(389	)		1,643,270
Collateralized debt obligations		209,075		609		(88,803	)		(989	)		119,892		192,099			9,399		(18,208	)		(1,458	)		181,832
U.S. Treasury and other U.S. Government guaranteed securities		214,406		7,269		(433	)		—			221,242		178,224			3,816		(4,194	)		—			177,846
U.S. Government-sponsored enterprise securities		93,360		701		(1	)		—			94,060		113,439			65		(2,053	)		—			111,451
Obligations of U.S. states, municipalities and political subdivisions		1,909,545		65,725		(12,990	)		—			1,962,280		2,250,217			33,823		(69,705	)		—			2,214,335

Total fixed maturity securities	$	5,263,444	$	264,652	$	(174,787	)	$	(27,136	)	$	5,326,173	$	5,779,001		$	242,600	$	(136,217	)	$	(20,002	)	$	5,865,382


	December 31, 2009												December 31, 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)
Agency residential mortgage-backed securities	$	699,257	$	33,417	$	(2,625	)	$	—		$	730,049	$	626,494	$	38,586	$	(1,379	)	$	—		$	663,701
Non-agency residential mortgage-backed securities		842,947		48,235		(62,404	)		(29,450	)		799,328		800,380		77,742		(27,518	)		(24,896	)		825,708
Commercial mortgage-backed securities		29,773		206		(3,682	)		(288	)		26,009		35,863		300		(3,020	)		(139	)		33,004
Corporate securities		1,219,711		49,373		(30,918	)		—			1,238,166		1,466,561		81,919		(18,761	)		—			1,529,719
Collateralized debt obligations		215,301		868		(98,281	)		(3,444	)		114,444		199,594		3,652		(26,337	)		(1,725	)		175,184
U.S. Treasury and other U.S. Government guaranteed securities		108,114		3,036		(344	)		—			110,806		269,264		6,001		(3,362	)		—			271,903
U.S. Government-sponsored enterprise securities		16,750		483		(231	)		—			17,002		113,446		107		(2,012	)		—			111,541
Obligations of U.S. states, municipalities and political subdivisions		1,801,595		59,108		(20,826	)		—			1,839,877		2,138,994		36,421		(69,085	)		—			2,106,330

Total fixed maturity securities	$	4,933,448	$	194,726	$	(219,311	)	$	(33,182	)	$	4,875,681	$	5,650,596	$	244,728	$	(151,474	)	$	(26,760	)	$	5,717,090


	Non-Agency Prime RMBS – Fair Value												Non-Agency Prime RMBS— Fair Value
									BB and												BB and
Vintage	AAA		AA		A		BBB		Below⁽¹⁾		Total		AAA		AA		A		BBB		Below⁽¹⁾		Total
	(dollars in thousands)																(dollars in thousands)
2001 and prior	$	2,348	$	—	$	—	$	—	$	76	$	2,424	$	1,999	$	—	$	—	$	—	$	—	$	1,999
2002		8,823		1,692		3,365		—		696		14,576		11,269		202		2,073		—		659		14,203
2003		90,744		2,190		3,682		9,000		9,919		115,535		72,265		1,952		2,574		3,899		10,024		90,714
2004		44,753		1,346		—		2,060		9,634		57,793		40,532		1,399		—		4,817		6,733		53,481
2005		5,822		2,303		1,778		18,544		51,518		79,965		11,796		5,869		1,556		18,205		65,155		102,581
2006		15,060		503		—		—		27,703		43,266		15,173		627		—		—		25,216		41,016
2007		—		—		—		—		87,025		87,025		5,552		—		—		—		80,685		86,237
2008		1,103		—		—		599		—		1,702		921		—		—		—		511		1,432

Total	$	168,653	$	8,034	$	8,825	$	30,203	$	186,571	$	402,286	$	159,507	$	10,049	$	6,203	$	26,921	$	188,983	$	391,663


	Non-Agency Alt-A RMBS – Fair Value												Non-Agency Alt-A RMBS—Fair Value
									BB and												BB and
Vintage	AAA		AA		A		BBB		Below⁽¹⁾		Total		AAA		AA		A		BBB		Below⁽¹⁾		Total
	(dollars in thousands)																(dollars in thousands)
2001 and prior	$	—	$	—	$	—	$	2,023	$	—	$	2,023	$	—	$	—	$	—	$	1,722	$	—	$	1,722
2002		383		1,999		—		—		—		2,382		149		1,614		—		—		—		1,763
2003		45,257		—		—		—		3,126		48,383		45,568		—		—		—		1,691		47,259
2004		19,885		920		145		706		1,939		23,595		20,971		1,756		1,482		—		1,737		25,946
2005		2,565		16,139		—		1,137		38,939		58,780		7,348		17,936		—		1,130		39,017		65,431
2006		11,072		31		6,212		9,000		65,542		91,857		13,202		—		—		8,073		69,960		91,235
2007		346		—		—		9		111,208		111,563		279		—		—		—		119,652		119,931
2010														—		—		3,892		—		—		3,892

Total	$	79,508	$	19,089	$	6,357	$	12,875	$	220,754	$	338,583	$	87,517	$	21,306	$	5,374	$	10,925	$	232,057	$	357,179


⁽¹⁾		The securities enumerated in this column include securities having a total of ~~$162.7~~$169.6 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~~its 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 Subprime RMBS – Fair Value												Non-Agency Subprime RMBS—Fair Value
									BB and												BB and
Vintage	AAA		AA		A		BBB		Below⁽¹⁾		Total		AAA		AA		A		BBB		Below⁽¹⁾		Total
	(dollars in thousands)																(dollars in thousands)
2003	$	9,583	$	—	$	—	$	—	$	—	$	9,583	$	11,064	$	—	$	1,155	$	—	$	—	$	12,219
2004		13,201		—		808		3,578		835		18,422		10,528		—		—		211		3,517		14,256
2005		8,071		16,844		472		—		—		25,387		18,875		—		—		—		17,822		36,697
2006		—		—		—		3,345		78		3,423		—		—		—		1,777		910		2,687
2007		—		—		—		—		391		391		—		—		—		—		1,257		1,257

Total	$	30,855	$	16,844	$	1,280	$	6,923	$	1,304	$	57,206	$	40,467	$	—	$	1,155	$	1,988	$	23,506	$	67,116


	Six Months Ended June 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	$	(197	)	$	1,124		$	23,168		$	—	$	—		$	37,282
Non-agency residential mortgage- backed securities		130,326		(14,142	)		3,348			(8,140	)		—		(135	)		111,257
Commercial mortgage-backed securities		26,009		(1,385	)		3,208			(702	)		—		—			27,130
Corporate securities		95,920		(3,558	)		208			(17,044	)		3,825		(11,572	)		67,779
Collateralized debt obligations		114,444		(2,101	)		11,674			(4,125	)		—		—			119,892
U.S. Treasury and other U.S. Government guaranteed securities		11,367		(24	)		(332	)		434			—		—			11,445
U.S. Government-sponsored enterprise securities		—		3			25			13,766			—		—			13,794
Other investments		9,707		466			(359	)		(3,624	)		—		—			6,190
Assets held in separate account		113,488		—			—			44			—		—			113,532

Total	$	514,448	$	(20,938	)	$	18,896		$	3,777		$	3,825	$	(11,707	)	$	508,301


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


(A)		Net of an income tax benefit of ~~$10.1~~$0.7 million and ~~$17.3~~$5.3 million, or ~~$0.18~~$0.01 per diluted share and ~~$0.35~~$0.10 per diluted share, for the ~~six~~three months ended ~~June 30,~~March 31, 2011 and 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 $0.07 million or $0.00 per diluted share for the six months ended June 30, 2010. The tax effect is calculated using the Company’s statutory tax rate of 35%.~~

	~~10.1~~		~~Letter Agreement, dated April 22, 2010, with Robert M. Smith, Jr.~~

	11.1		Computation of Results per Share of Common Stock (incorporated by reference to Note HG 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~~From 10-Q for the ~~six~~three months ended ~~June 30, 2010,~~March 31, 2011, formatted in XBRL: (i) Consolidated Statements of Income for the three ~~and six~~ months ended ~~June 30, 2010~~March 31, 2011 and ~~2009;~~2010; (ii) Consolidated Balance Sheets at ~~June 30, 2010~~March 31, 2011 and December 31, ~~2009;~~2010; (iii) Consolidated ~~Statement~~Statements of Equity for the ~~six~~three months ended ~~June 30, 2010~~March 31,2011 and ~~2009;~~2010; (iv) Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30, 2010~~March 31, 2011 and ~~2009;~~2010; and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.


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


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

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