UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM
10-K/A
 (Amendment No. 1)
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the Fiscal Year Ended December 31, 2008
 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)
  Title of each class
    
    Name of each exchange on which registeredClass A Common Stock, $.01 par value
    
    New York Stock Exchange8.00% Senior Notes due May 15, 2033
    
    New York Stock Exchange7.376% Fixed-to-Floating Rate Junior Subordinated Debentures due May 1, 2067
    
    New York Stock Exchange
 None
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  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer   o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
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TABLE OF CONTENTS  Item 6. Selected Financial DataSIGNATURES Explanatory Note




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Item 6. Selected Financial Data
  Year Ended December 31,2008
    
    
    2007
    
    
    2006
    
    
    2005
    
    
    2004(dollars and shares in thousands, except per share data)Income Statement Data(1):Insurance premiums and fee income:Core group employee benefit products
    
    $
    1,310,007
    
    
    $
    1,227,934
    
    
    $
    1,081,671
    
    
    $
    936,244
    
    
    $
    784,990Non-core group employee benefit
products(2)
    
    
    33,016
    
    
    
    39,658
    
    
    
    42,455
    
    
    
    24,918
    
    
    
    16,066Asset accumulation products
    
    
    1,918
    
    
    
    2,666
    
    
    
    3,438
    
    
    
    3,220
    
    
    
    3,335Other
    
    
    39,949
    
    
    
    33,903
    
    
    
    29,014
    
    
    
    25,829
    
    
    
    23,6861,384,890
    
    
    
    1,304,161
    
    
    
    1,156,578
    
    
    
    990,211
    
    
    
    828,077Net investment income(3)
    
    
    134,850
    
    
    
    270,547
    
    
    
    255,871
    
    
    
    223,569
    
    
    
    202,444Net realized investment (losses)gains(4)
    
    
    (88,177
    )
    
    
    (1,897
    )
    
    
    (858
    )
    
    
    9,003
    
    
    
    15,460Loss on redemption of junior subordinated
deferrable interest debentures (5)
    
    
    (598
    )
    
    
    (2,192
    )
    
    
    
    
    
    
    
    
    
    
    Total revenue
    
    
    1,430,965
    
    
    
    1,570,619
    
    
    
    1,411,591
    
    
    
    1,222,783
    
    
    
    1,045,981Income from continuing operations (6)
    
    
    36,683
    
    
    
    164,512
    
    
    
    145,003
    
    
    
    126,684
    
    
    
    121,400Net income (6)
    
    
    36,683
    
    
    
    164,512
    
    
    
    142,068
    
    
    
    113,334
    
    
    
    123,543Basic Results Per Share(1) (6):Income from continuing operations
    
    $
    0.76
    
    
    $
    3.27
    
    
    $
    2.92
    
    
    $
    2.58
    
    
    $
    2.53Net income
    
    
    0.76
    
    
    
    3.27
    
    
    
    2.86
    
    
    
    2.31
    
    
    
    2.58Weighted average shares outstanding
    
    
    48,278
    
    
    
    50,269
    
    
    
    49,631
    
    
    
    49,008
    
    
    
    47,928Diluted Results Per Share(1) (6):Income from continuing operations
    
    $
    0.75
    
    
    $
    3.19
    
    
    $
    2.85
    
    
    $
    2.52
    
    
    $
    2.46Net income
    
    
    0.75
    
    
    
    3.19
    
    
    
    2.79
    
    
    
    2.25
    
    
    
    2.50Weighted average shares outstanding
    
    
    48,963
    
    
    
    51,579
    
    
    
    50,939
    
    
    
    50,267
    
    
    
    49,412Other Data:Cash dividends paid per share(7)
    
    $
    0.39
    
    
    $
    0.35
    
    
    $
    0.31
    
    
    $
    0.24
    
    
    $
    0.20Diluted book value per share(8)
    
    
    17.05
    
    
    
    23.28
    
    
    
    23.70
    
    
    
    20.96
    
    
    
    19.57
 December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004(dollars in thousands)Balance Sheet Data:Total investments
    
    $
    4,654,923
    
    
    $
    4,987,868
    
    
    $
    4,483,380
    
    
    $
    3,912,604
    
    
    $
    3,541,076Total assets
    
    
    5,953,873
    
    
    
    6,094,810
    
    
    
    5,670,475
    
    
    
    5,276,170
    
    
    
    4,829,467Corporate debt
    
    
    350,750
    
    
    
    217,750
    
    
    
    263,750
    
    
    
    234,750
    
    
    
    157,750Junior subordinated debentures (9)
    
    
    175,000
    
    
    
    175,000
    
    
    
    
    
    
    
    
    
    
    
    Junior subordinated deferrable interest
debentures underlying company-obligated
mandatorily redeemable capital securities
issued by unconsolidated subsidiaries
    
    
    
    
    
    
    20,619
    
    
    
    59,762
    
    
    
    59,762
    
    
    
    59,762Shareholders equity (10)
    
    
    820,579
    
    
    
    1,141,390
    
    
    
    1,174,808
    
    
    
    1,033,039
    
    
    
    939,848Corporate debt to total capitalization
ratio (11)
    
    
    26.1
    %
    
    
    14.0
    %
    
    
    17.6
    %
    
    
    17.7
    %
    
    
    13.6
    %
 
 (1)
    
    During the fourth quarter of 2005, the Company decided to exit its non-core property
catastrophe reinsurance business, due to the volatility associated with such business and
other strategic considerations, and has not thereafter entered into or renewed any assumed
property reinsurance contracts. A substantial majority of these reinsurance contracts expired
on or before December 31, 2005 and all of the remaining contracts expired prior to the end of
the third quarter of 2006; however, the Company remains liable for certain risks assumed under
such contracts prior to their expiration. The Company has classified the operating results
of this business as discontinued operations. See Other Transactions in Part I, Item 1 -
Business and Note R to the Consolidated Financial Statements. - 1 -




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Net income includes (loss) income from discontinued operations, net of federal income tax
(benefit) expense, as follows: Year Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004(dollars in thousands, except per share data)(Loss) income from discontinued operations, net of
income tax (benefit) expense
    
    $
    
    
    
    $
    
    
    
    $
    (2,935
    )
    
    $
    (13,350
    )
    
    $
    2,143Basic per share amount
    
    
    
    
    
    
    
    
    
    
    (0.06
    )
    
    
    (0.27
    )
    
    
    0.05Diluted per share amount
    
    
    
    
    
    
    
    
    
    
    (0.06
    )
    
    
    (0.27
    )
    
    
    0.04
  (2)
    
    Non-core group employee benefit products include LPTs, primary workers compensation
insurance, bail bond insurance, workers compensation reinsurance and reinsurance facilities.
Premiums from non-core group employee benefit products include premiums from LPTs, which are
episodic in nature, of $3.3 million, $14.7 million, $20.9 million, $10.4 million and $5.3
million in 2008, 2007, 2006, 2005 and 2004, respectively. See Group Employee Benefit
Products and Reinsurance in Part I, Item 1- Business.(3)
    
    Extraordinary volatility in the investment markets in 2008 resulted in a significant decrease
in net investment income. See Introduction in Part I, Item 7  Managements Discussion and
Analysis of Financial Condition and Results of Operations.(4)
    
    In 2008, 2007, 2006, 2005 and 2004, the Company recognized pre-tax losses of $78.6 million,
$4.1 million, $4.2 million, $4.2 million and $3.9 million, respectively, due to the other than
temporary declines in the market values of certain securities, which are reported as net
realized investment losses.(5)
    
    In the first quarter of 2007, the Company redeemed $36.0 million of junior subordinated
deferrable interest debentures and recognized a pre-tax loss of $2.2 million in connection
with this redemption. During the third quarter of 2008, the Company redeemed $20.6 million of
floating rate junior subordinated deferrable interest debentures and recognized a pre-tax loss
of $0.6 million in connection with this redemption.(6)
    
    During the second half of 2004, the Companys income taxes payable was reduced by $6.6
million primarily from the favorable resolution of Internal Revenue Service (IRS) audits of
the 1998 through 2002 tax years. This reduction represented the release of previous accruals
for potential audit adjustments which were subsequently settled or eliminated and the further
refinement of existing tax exposures.Income from continuing operations and net income include realized investment (losses) gains, net
of federal income tax (benefit) expense and the loss on redemption of junior subordinated
deferrable interest debentures, net of federal income tax benefit, as follows: Year Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004(dollars in thousands, except per share data)Net realized investment (losses) gains, net of income tax
(benefit) expense
    
    $
    (57,315
    )
    
    $
    (1,233
    )
    
    $
    (558
    )
    
    $
    5,852
    
    
    $
    10,049Basic per share amount
    
    
    (1.19
    )
    
    
    (0.03
    )
    
    
    (0.01
    )
    
    
    0.11
    
    
    
    0.21Diluted per share amount
    
    
    (1.17
    )
    
    
    (0.02
    )
    
    
    (0.01
    )
    
    
    0.12
    
    
    
    0.21Loss on redemption of junior subordinated deferrable
interest debentures, net of income tax benefit
    
    $
    (389
    )
    
    $
    (1,425
    )
    
    $
    
    
    
    $
    
    
    
    $
    Basic per share amount
    
    
    (0.01
    )
    
    
    (0.03
    )
    
    
    
    
    
    
    
    
    
    
    Diluted per share amount
    
    
    (0.01
    )
    
    
    (0.03
    )
    
    
    
    
    
    
    
    
    
    
    
  (7)
    
    In 2001, the Companys Board of Directors approved the initiation of a quarterly cash
dividend payable on the Companys outstanding Class A and Class B Common Stock and has
subsequently increased the dividend rate from time to time. The quarterly cash dividend was
$0.03 per share during 2004. In the first quarter of 2005, the Companys Board of Directors
increased the cash dividend to $0.06 per share. In the first quarter of 2006, the Companys
Board of Directors increased the cash dividend to $0.07 per share and subsequently increased
it to $0.08 per share in the second quarter of 2006. During the second quarter of 2007, the
Companys Board of Directors increased the cash dividend to $0.09 per share. During the second
quarter of 2008, the Companys Board of Directors further increased the cash dividend to $0.10
per share. During 2008, 2007, 2006, 2005 and 2004, the Company paid cash dividends on its
capital stock in the amount of $18.4 million, $17.2 million, $15.0 million, $11.6 million and
$10.1 million, respectively. See Note J to the Consolidated Financial Statements.(8)
    
    Diluted book value per share is calculated by dividing shareholders equity (as determined in
accordance with GAAP), as increased by the proceeds and tax benefit from the assumed exercise
of outstanding in-the-money stock options, by total shares outstanding, also increased by
shares issued upon the assumed exercise of the options and deferred shares.(9)
    
    In May 2007, the Company issued $175.0 million of 2007 Junior Debentures. See Other
Transactions in Part I, Item 1  Business and Note I to the Consolidated Financial
Statements.(10)
    
    As of January 1, 2007, the Company adopted American Institute of Certified Public Accountants
Statement of Position (SOP) 05-1, Accounting by Insurance Enterprises for Deferred
Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts, which
provides accounting guidance for deferred policy acquisition costs associated with internal
replacements of insurance and investment contracts not addressed by previous guidance,
including group insurance contracts. Internal replacement transactions that are determined to
result in substantial changes to the replaced contracts are accounted for as extinguishments
of the replaced contracts, and any unamortized deferred acquisition costs and other balances
related to the replaced contracts are immediately recognized as expense in the income
statement. The Company made a reduction to its retained earnings at January 1, 2007, the date
of adoption of SOP 05-1, in the amount of $82.6 million, net of an income tax benefit of $44.5
million, which represents the net reduction in the deferred policy acquisition cost from
internal replacements included in cost of business acquired on the consolidated balance sheet.
See Note A to the Consolidated Financial Statements under the caption Cost of Business
Acquired.(11)
    
    The corporate debt to total capitalization ratio is calculated by dividing long-term
corporate debt by the sum of the Companys long-term corporate debt, junior subordinated
debentures, junior subordinated deferrable interest debentures underlying company-obligated
mandatorily redeemable capital securities issued by unconsolidated
subsidiaries/company-obligated mandatorily redeemable capital securities of subsidiaries and
shareholders equity. - 2 -




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Item 15. Exhibits
 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)
 
 SIGNATURES
  Delphi Financial Group, Inc.By:
    /s/ ROBERT ROSENKRANZChairman of the Board andChief Executive OfficerBy:
    /s/ THOMAS W. BURGHARTThomas W. BurghartSenior Vice President and Treasurer
(Principal Accounting and Financial Officer)  - 3 -