##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Quarterly Period EndedJune 30, 2007
 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 Number 001-11462
 DELPHI FINANCIAL GROUP, INC.
  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
Number)
 1105 North Market Street, Suite 1230, P.O. Box 8985, Wilmington, Delaware
    
    19899(Address of principal executive offices)
    
    (Zip Code)
  þ o
  þ o o
  o þ




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##### 



DELPHI FINANCIAL GROUP, INC.
FORM 10-Q
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND OTHER INFORMATION
 PagePART I. FINANCIAL INFORMATION (UNAUDITED)Item 1. Financial StatementsConsolidated Statements of Income for the Three and
Six Months Ended June 30, 2007 and 2006
    
    
    3Consolidated Balance Sheets at June 30, 2007 and
December 31, 2006
    
    
    4Consolidated Statements of Shareholders Equity for the
Six Months Ended June 30, 2007 and 2006
    
    
    5Consolidated Statements of Cash Flows for the
Six Months Ended June 30, 2007 and 2006
    
    
    6Notes to Consolidated Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    19Item 4. Submission of Matters to a Vote of Security Holders
    
    
    20Item 6. Exhibits
    
    
    20Signatures
    
    
    21
 -2-




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##### 



PART I. FINANCIAL INFORMATION
 Item 1. Financial Statements
 DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenue:Premium and fee income
    
    $
    324,337
    
    
    $
    280,270
    
    
    $
    646,584
    
    
    $
    543,229Net investment income
    
    
    69,107
    
    
    
    60,786
    
    
    
    140,410
    
    
    
    119,815Net realized investment gains (losses)
    
    
    937
    
    
    
    (294
    )
    
    
    555
    
    
    
    (1,545
    )Loss on redemption of junior subordinated deferrable
Interest debentures underlying company-obligated
mandatorily redeemable capital securities issued
by unconsolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    (2,192
    )
    
    
    394,381
    
    
    
    340,762
    
    
    
    785,357
    
    
    
    661,499Benefits and expenses:Benefits, claims and interest credited to policyholders
    
    
    235,483
    
    
    
    204,021
    
    
    
    473,695
    
    
    
    395,639Commissions
    
    
    20,883
    
    
    
    17,841
    
    
    
    40,594
    
    
    
    34,262Amortization of cost of business acquired
    
    
    20,059
    
    
    
    19,194
    
    
    
    40,951
    
    
    
    37,237Other operating expenses
    
    
    49,872
    
    
    
    41,844
    
    
    
    99,820
    
    
    
    83,141326,297
    
    
    
    282,900
    
    
    
    655,060
    
    
    
    550,279Income from continuing operations before interest
and income tax expense
    
    
    68,084
    
    
    
    57,862
    
    
    
    130,297
    
    
    
    111,220Interest expense:Corporate debt
    
    
    4,591
    
    
    
    5,093
    
    
    
    9,645
    
    
    
    9,779Junior subordinated debentures
    
    
    1,406
    
    
    
    
    
    
    
    1,406
    
    
    
    Junior subordinated deferrable interest debentures
underlying company-obligated redeemable capital
securities issued by unconsolidated subsidiaries
    
    
    479
    
    
    
    1,297
    
    
    
    1,763
    
    
    
    2,5686,476
    
    
    
    6,390
    
    
    
    12,814
    
    
    
    12,347Income from continuing operations before income
tax expense
    
    
    61,608
    
    
    
    51,472
    
    
    
    117,483
    
    
    
    98,873Income tax expense
    
    
    18,694
    
    
    
    15,648
    
    
    
    35,375
    
    
    
    30,217Income from continuing operations
    
    
    42,914
    
    
    
    35,824
    
    
    
    82,108
    
    
    
    68,656Loss from discontinued operations, net of income
tax benefit
    
    
    
    
    
    
    (2,923
    )
    
    
    
    
    
    
    (2,933
    )Net income
    
    $
    42,914
    
    
    $
    32,901
    
    
    $
    82,108
    
    
    $
    65,723Basic results per share of common stock:Income from continuing operations
    
    $
    0.85
    
    
    $
    0.72
    
    
    $
    1.63
    
    
    $
    1.39Net income
    
    $
    0.85
    
    
    $
    0.66
    
    
    $
    1.63
    
    
    $
    1.33Diluted results per share of common stock:Income from continuing operations
    
    $
    0.83
    
    
    $
    0.71
    
    
    $
    1.59
    
    
    $
    1.35Net income
    
    $
    0.83
    
    
    $
    0.65
    
    
    $
    1.59
    
    
    $
    1.29Dividends paid per share of common stock
    
    $
    0.09
    
    
    $
    0.08
    
    
    $
    0.17
    
    
    $
    0.15
  -3-




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##### 



DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Data)
 June 30,
    
    
    December 31,2007
    
    
    2006Assets:Investments:Fixed maturity securities, available for sale
    
    $
    3,562,062
    
    
    $
    3,377,578Short-term investments
    
    
    226,592
    
    
    
    400,239Other investments
    
    
    874,517
    
    
    
    705,5634,663,171
    
    
    
    4,483,380Cash
    
    
    53,384
    
    
    
    48,204Cost of business acquired
    
    
    162,194
    
    
    
    267,920Reinsurance receivables
    
    
    417,347
    
    
    
    410,593Goodwill
    
    
    93,929
    
    
    
    93,929Other assets
    
    
    263,908
    
    
    
    251,975Assets held in separate account
    
    
    122,320
    
    
    
    114,474Total assets
    
    $
    5,776,253
    
    
    $
    5,670,475Liabilities and Shareholders Equity:Future policy benefits:Life
    
    $
    286,758
    
    
    $
    279,919Disability and accident
    
    
    652,176
    
    
    
    610,618Unpaid claims and claim expenses:Life
    
    
    68,345
    
    
    
    58,752Disability and accident
    
    
    331,096
    
    
    
    300,693Casualty
    
    
    926,402
    
    
    
    857,662Policyholder account balances
    
    
    1,096,835
    
    
    
    1,119,218Corporate debt
    
    
    143,750
    
    
    
    263,750Junior subordinated debentures
    
    
    175,000
    
    
    
    Junior subordinated deferrable interest debentures underlying
company-obligated mandatorily redeemable capital
securities issued by unconsolidated subsidiaries
    
    
    20,619
    
    
    
    59,762Other liabilities and policyholder funds
    
    
    810,452
    
    
    
    830,819Liabilities related to separate account
    
    
    122,320
    
    
    
    114,474Total liabilities
    
    
    4,633,753
    
    
    
    4,495,667Shareholders equity:Preferred Stock, $.01 par; 50,000,000 shares authorized
    
    
    
    
    
    
    Class A Common Stock, $.01 par; 150,000,000 shares authorized;
48,559,680 and 48,010,697 shares issued and outstanding, respectively
    
    
    486
    
    
    
    480Class B Common Stock, $.01 par; 20,000,000 shares authorized;
5,545,478 and 5,671,744 shares issued and outstanding, respectively
    
    
    55
    
    
    
    57Additional paid-in capital
    
    
    494,716
    
    
    
    474,722Accumulated other comprehensive (loss) income
    
    
    (24,337
    )
    
    
    19,133Retained earnings
    
    
    754,550
    
    
    
    763,386Treasury stock, at cost; 4,565,716 shares of Class A Common Stock
    
    
    (82,970
    )
    
    
    (82,970
    )Total shareholders equity
    
    
    1,142,500
    
    
    
    1,174,808Total liabilities and shareholders equity
    
    $
    5,776,253
    
    
    $
    5,670,475
  -4-




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##### 



DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
(Dollars in Thousands)
(Unaudited)
 AccumulatedClass A
    
    
    Class B
    
    
    Additional
    
    
    OtherCommon
    
    
    Common
    
    
    Paid-in
    
    
    Comprehensive
    
    
    Retained
    
    
    TreasuryStock
    
    
    Stock
    
    
    Capital
    
    
    Income (Loss)
    
    
    Earnings
    
    
    Stock
    
    
    TotalBalance, January 1, 2006
    
    $
    313
    
    
    $
    39
    
    
    $
    442,531
    
    
    $
    20,264
    
    
    $
    636,285
    
    
    $
    (66,393
    )
    
    $
    1,033,039Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    65,723
    
    
    
    
    
    
    
    65,723Other comprehensive loss:Decrease in net unrealized
appreciation on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (54,572
    )
    
    
    
    
    
    
    
    
    
    
    (54,572
    )Decrease in net loss on
cash flow hedge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    392
    
    
    
    
    
    
    
    
    
    
    
    392Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,543Issuance of stock, exercise of stock
options and share conversions
    
    
    4
    
    
    
    (1
    )
    
    
    12,395
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,398Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    3,405
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,405Acquisition of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (16,577
    )
    
    
    (16,577
    )Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,141
    )
    
    
    
    
    
    
    (7,141
    )Three-for-two stock split
    
    
    159
    
    
    
    19
    
    
    
    (179
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )Balance, June 30, 2006
    
    $
    476
    
    
    $
    57
    
    
    $
    458,152
    
    
    $
    (33,916
    )
    
    $
    694,867
    
    
    $
    (82,970
    )
    
    $
    1,036,666Balance, January 1, 2007
    
    $
    480
    
    
    $
    57
    
    
    $
    474,722
    
    
    $
    19,133
    
    
    $
    763,386
    
    
    $
    (82,970
    )
    
    $
    1,174,808Cumulative effect adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (82,553
    )
    
    
    
    
    
    
    (82,553
    )Adjusted balance, January 1, 2007
    
    
    480
    
    
    
    57
    
    
    
    474,722
    
    
    
    19,133
    
    
    
    680,833
    
    
    
    (82,970
    )
    
    
    1,092,255Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,108
    
    
    
    
    
    
    
    82,108Other comprehensive loss:Decrease in net unrealized
appreciation on investments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (44,398
    )
    
    
    
    
    
    
    
    
    
    
    (44,398
    )Decrease in net loss on
cash flow hedge
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    392
    
    
    
    
    
    
    
    
    
    
    
    392Change in net periodic
Pension cost
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    536
    
    
    
    
    
    
    
    
    
    
    
    536Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    38,638Issuance of
stock, exercise of stock options and share conversions
    
    
    6
    
    
    
    (2
    )
    
    
    16,532
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,536Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    3,462
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,462Cash dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,391
    )
    
    
    
    
    
    
    (8,391
    )Balance, June 30, 2007
    
    $
    486
    
    
    $
    55
    
    
    $
    494,716
    
    
    $
    (24,337
    )
    
    $
    754,550
    
    
    $
    (82,970
    )
    
    $
    1,142,500
  -5-




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##### 



DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
 Six Months EndedJune 30,2007
    
    
    2006Operating activities:Net income
    
    $
    82,108
    
    
    $
    65,723Adjustments to reconcile net income to net cash provided
by operating activities:Change in policy liabilities and policyholder accounts
    
    
    153,073
    
    
    
    90,667Net change in reinsurance receivables and payables
    
    
    (11,492
    )
    
    
    15,233Amortization, principally the cost of business acquired and investments
    
    
    40,549
    
    
    
    32,861Deferred costs of business acquired
    
    
    (53,659
    )
    
    
    (49,607
    )Net realized (gains) losses on investments
    
    
    (555
    )
    
    
    1,545Net change in federal income tax liability
    
    
    9,267
    
    
    
    11,034Other
    
    
    (38,188
    )
    
    
    (18,313
    )Net cash provided by operating activities
    
    
    181,103
    
    
    
    149,143Investing activities:Purchases of investments and loans made
    
    
    (655,152
    )
    
    
    (711,078
    )Sales of investments and receipts from repayment of loans
    
    
    249,879
    
    
    
    481,740Maturities of investments
    
    
    73,720
    
    
    
    97,393Net change in short-term investments
    
    
    173,647
    
    
    
    (109,554
    )Change in deposit in separate account
    
    
    (330
    )
    
    
    217Net cash used by investing activities
    
    
    (168,236
    )
    
    
    (241,282
    )Financing activities:Deposits to policyholder accounts
    
    
    55,642
    
    
    
    148,809Withdrawals from policyholder accounts
    
    
    (82,476
    )
    
    
    (63,290
    )Borrowings under revolving credit facility
    
    
    38,000
    
    
    
    29,000Principal payments under revolving credit facility
    
    
    (158,000
    )
    
    
    (2,000
    )Proceeds from the issuance of 2007 Junior Debentures
    
    
    172,309
    
    
    
    Redemption of Junior Debentures
    
    
    (37,728
    )
    
    
    Other financing activities
    
    
    4,556
    
    
    
    (13,129
    )Net cash (used) provided by financing activities
    
    
    (7,687
    )
    
    
    99,390Increase in cash
    
    
    5,180
    
    
    
    7,251Cash at beginning of period
    
    
    48,204
    
    
    
    28,493Cash at end of period
    
    $
    53,384
    
    
    $
    35,744
  -6-




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##### 



DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 Note A  Significant Accounting Policies
  Accounting Changes
 Cost of Business Acquired.
 FairValue Measurements.
 Income Taxes.
 -7-




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##### 



DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Note A  Significant Accounting Policies  (Continued)
 Recently Issued Accounting Standards
   Investment Companies Investment Companies
 Note B Investments
  -8-




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##### 



DELPHI F0INANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Note C  Redemption of Junior Subordinated Deferrable Interest Debentures underlying the
Company-Obligated Mandatorily Redeemable Capital Securities of Delphi Funding L.L.C.
   Note D  Junior Subordinated Debentures
   -9-




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##### 



DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Note E  Segment Information
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(dollars in thousands)Revenues:Group employee benefit products
    
    $
    355,656
    
    
    $
    307,891
    
    
    $
    711,733
    
    
    $
    598,159Asset accumulation products
    
    
    26,886
    
    
    
    24,296
    
    
    
    54,579
    
    
    
    47,403Other(1)
    
    
    10,902
    
    
    
    8,869
    
    
    
    20,682
    
    
    
    17,482393,444
    
    
    
    341,056
    
    
    
    786,994
    
    
    
    663,044Net realized investment gains (losses)
    
    
    937
    
    
    
    (294
    )
    
    
    555
    
    
    
    (1,545
    )Loss on redemption of junior subordinated deferrable
interest debentures underlying the Company-obligated
mandatorily redeemable capital securities issued
by unconsolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    (2,192
    )
    
    
    $
    394,381
    
    
    $
    340,762
    
    
    $
    785,357
    
    
    $
    661,499Operating income:Group employee benefit products
    
    $
    64,315
    
    
    $
    56,031
    
    
    $
    128,074
    
    
    $
    107,087Asset accumulation products
    
    
    8,855
    
    
    
    6,383
    
    
    
    17,166
    
    
    
    13,351Other(1)
    
    
    (6,023
    )
    
    
    (4,258
    )
    
    
    (13,306
    )
    
    
    (7,673
    )67,147
    
    
    
    58,156
    
    
    
    131,934
    
    
    
    112,765Net realized investment gains (losses)
    
    
    937
    
    
    
    (294
    )
    
    
    555
    
    
    
    (1,545
    )Loss on redemption of junior subordinated deferrable
interest debentures underlying the Company-obligated
mandatorily redeemable capital securities issued
by unconsolidated subsidiaries
    
    
    
    
    
    
    
    
    
    
    (2,192
    )
    
    
    $
    68,084
    
    
    $
    57,862
    
    
    $
    130,297
    
    
    $
    111,220
 
 (1)
    
    Primarily consists of operations from integrated disability and absence management
services and certain corporate activities. Note F Comprehensive Income
  -10-




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##### 



DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Note G  Stock-Based Compensation
     WeightedWeighted
    
    
    Average
    
    
    AggregateNumber
    
    
    Average
    
    
    Remaining
    
    
    Intrinsicof
    
    
    Exercise
    
    
    Contractual
    
    
    ValueOptions
    
    Options
    
    
    Price
    
    
    Term
    
    
    ($000)Outstanding at January 1, 2007
    
    
    3,552,668
    
    
    $
    20.93Granted
    
    
    415,477
    
    
    
    41.13Exercised
    
    
    (335,242
    )
    
    
    16.52Forfeited
    
    
    (5,550
    )
    
    
    33.61Outstanding at June 30, 2007
    
    
    3,627,353
    
    
    
    23.64
    
    
    
    4.6
    
    
    $
    65,959Exercisable at June 30, 2007
    
    
    2,472,725
    
    
    $
    18.46
    
    
    
    2.7
    
    
    $
    57,773
   -11-




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##### 



DELPHI FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
(Unaudited)
 Note H Computation of Results per Share
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006(dollars in thousands, except per share data)Numerator:Income from continuing operations
    
    $
    42,914
    
    
    $
    35,824
    
    
    $
    82,108
    
    
    $
    68,656Loss from discontinued operations, net of income tax benefit
    
    
    
    
    
    
    (2,923
    )
    
    
    
    
    
    
    (2,933
    )Net income
    
    $
    42,914
    
    
    $
    32,901
    
    
    $
    82,108
    
    
    $
    65,723Denominator:Weighted average common shares outstanding
    
    
    50,441
    
    
    
    49,462
    
    
    
    50,309
    
    
    
    49,471Effect of dilutive securities
    
    
    1,293
    
    
    
    1,260
    
    
    
    1,292
    
    
    
    1,302Weighted average common shares outstanding, assuming dilution
    
    
    51,734
    
    
    
    50,722
    
    
    
    51,601
    
    
    
    50,773Basic results per share of common stock:Income from continuing operations
    
    $
    0.85
    
    
    $
    0.72
    
    
    $
    1.63
    
    
    $
    1.39Loss from discontinued operations, net of income tax benefit
    
    
    
    
    
    
    (0.06
    )
    
    
    
    
    
    
    (0.06
    )Net income
    
    $
    0.85
    
    
    $
    0.66
    
    
    $
    1.63
    
    
    $
    1.33Diluted results per share of common stock:Income from continuing operations
    
    $
    0.83
    
    
    $
    0.71
    
    
    $
    1.59
    
    
    $
    1.35Loss from discontinued operations, net of income tax benefit
    
    
    
    
    
    
    (0.06
    )
    
    
    
    
    
    
    (0.06
    )Net income
    
    $
    0.83
    
    
    $
    0.65
    
    
    $
    1.59
    
    
    $
    1.29
 -12-




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##### 



DELPHI FINANCIAL GROUP, INC.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Introduction
    -13-




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##### 



Results of Operations
 Six Months Ended June 30, 2007 Compared to
Six Months Ended June 30, 2006
 Summary of Results.
 Premium and Fee Income.
    -14-




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##### 



Net Investment Income.
 Net Realized Investment Gains (Losses).
  Loss on Redemption of Junior Subordinated Deferrable Interest Debentures.
 Benefits and Expenses.
 Income Tax Expense.
 -15-




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##### 



Three Months Ended June 30, 2007 Compared to
Three Months Ended June 30, 2006
 Summary of Results.
 Premium and Fee Income.
   Net Investment Income.
 Net Realized Investment Gains (Losses).
  -16-




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##### 



Benefits and Expenses.
 Income Tax Expense.
 Liquidity and Capital Resources
 General.
    -17-




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##### 



Investments.
 Reinsurance.
 Cash Flows
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  Item 4. Controls and Procedures
  -18-




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##### 



Forward-Looking Statements And Cautionary Statements Regarding Certain Factors That May Affect
Future Results
  PART II. OTHER INFORMATION
 Item 1A. Risk Factors
  The Companys financial position and results of operations may be adversely impacted by
changes in accounting rules and in the interpretations of such rules.
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Item 4. Submission of Matters to a Vote of Security Holders
   1)
    
    Election of Directors
 VOTESWithholdFor
    
    AuthorityClass A Director:Philip R. OConnor
    
    
    34,188,848
    
    
    
    7,385,182Directors:Robert Rosenkranz
    
    
    78,197,432
    
    
    
    6,918,932Kevin R. Brine
    
    
    78,067,960
    
    
    
    7,048,404Lawrence E. Daurelle
    
    
    76,714,276
    
    
    
    8,402,088Edward A. Fox
    
    
    78,614,074
    
    
    
    6,502,290Steven A. Hirsh
    
    
    78,065,617
    
    
    
    7,050,747Harold F. Ilg
    
    
    77,313,599
    
    
    
    7,802,765James M. Litvack
    
    
    78,068,118
    
    
    
    7,048,246James N. Meehan
    
    
    74,579,218
    
    
    
    10,537,146Donald A. Sherman
    
    
    76,712,981
    
    
    
    8,403,383Robert M. Smith, Jr.
    
    
    76,713,196
    
    
    
    8,403,168Robert F. Wright
    
    
    79,955,875
    
    
    
    5,160,489
 2)
    
    Other Matters  The proposal to amend the 2003 Employee Long-Term
Incentive and Share Award Plan to increase the number of shares available thereunder
from 5,250,000 shares to 7,250,000 shares received 53,254,545 votes for approval and
28,361,683 votes against approval, with 14,145 votes abstaining and 3,485,991 broker
non-votes.
 Item 6. Exhibits
 11.1
    
    Computation of Results per Share of Common Stock (incorporated by reference to
Note H to the Consolidated Financial Statements included elsewhere herein)31.1
    
    Certification by the Chairman of the Board and Chief Executive Officer of
Periodic Report Pursuant to Rule 13a-14(a) or 15d-14(a)31.2
    
    Certification by the 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
 -20-




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##### 



SIGNATURES
  DELPHI FINANCIAL GROUP, INC. (Registrant)/s/ ROBERT ROSENKRANZRobert RosenkranzChairman of the Board and Chief Executive Officer(Principal Executive Officer)/s/ THOMAS W. BURGHARTThomas W. BurghartVice President and Treasurer(Principal Accounting and Financial Officer)Date: August 9, 2007
 -21-