Financial Statements by Insurance Company - Form N-VPFS

PHL Variable Accumulation Account II

PHL VARIABLE

ACCUMULATION

ACCOUNT II

Annual Report

To

Contract Owners

December 31, 2023

PHL VARIABLE INSURANCE COMPANY

KPMG LLP

One Financial Plaza

755 Main Street

Hartford, CT 06103

Report of Independent Registered Public Accounting Firm

To the Board of Directors of PHL Variable Insurance Company

and Contract Owners of PHL Variable Accumulation Account II:

Opinion on the Financial Statements

We have audited the accompanying statements of assets, liabilities and contract owners' equity of the subaccounts listed in the Appendix that comprise PHL Variable Accumulation Account II (the Separate Account) as of December 31, 2023, the related statements of operations for the year then ended (or the period indicated in the Appendix), statements of changes in net assets for each of the years in the two-year period then ended (or the period indicated in the Appendix), and the related notes including the financial highlights in Note 6 for each of the years or periods in the five-year period then ended (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of each subaccount as of December 31, 2023, the results of their operations for the year then ended (or for the period indicated in the Appendix), the changes in their net assets for each of the years in the two-year period then ended (or for the period indicated in the Appendix), and the financial highlights for each of the years or periods in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Separate Account's management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Separate Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Such procedures also included confirmation of securities owned as of December 31, 2023, by correspondence with the transfer agents of the underlying mutual funds. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the auditor of one or more of the PHL Variable Insurance Company's separate accounts since 2015.

Hartford, Connecticut

April 17, 2024

	KPMG LLP, a Delaware limited liability partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee.

Appendix

ALPS FUNDS

ALPS Variable Investment Trust - Morningstar Conservative ETF Asset Allocation Portfolio: Class II (ACEAA2)

ALPS Variable Investment Trust - Morningstar Growth ETF Asset Allocation Portfolio: Class II (AGEAA2)

ALPS Variable Investment Trust - Morningstar Income and Growth ETF Asset Allocation Portfolio: Class II (AUGEA2)

AMUNDI US

Pioneer Variable Contracts Trust - Pioneer Equity Income VCT Portfolio: Class II (PIVEI2)

BNY MELLON INVESTMENT MANAGEMENT

BNY Mellon Stock Index Fund, Inc.: Service Shares (DSIFS)

BNY Mellon Investment Portfolios - Small Cap Stock Index Portfolio: Service Shares (DVSCS) (1) (2)

FIDELITY INVESTMENTS

Fidelity Variable Insurance Products Fund - VIP Strategic Income Portfolio: Service Class 2 (FVSIS2) (1) (3)

FRANKLIN TEMPLETON DISTRIBUTORS, INC.

Franklin Templeton Variable Insurance Products Trust - Templeton Global Bond VIP Fund: Class 2 (FTVGI2)

GUGGENHEIM INVESTMENTS

Rydex Variable Trust - Multi-Hedge Strategies Fund (RVARS)

INVESCO INVESTMENTS

Invesco - Invesco V.I. Government Money Market Fund: Series I Shares (IVGMMI)

PIMCO FUNDS

PIMCO Variable Insurance Trust - All Asset Portfolio: Administrative Class (PMVAAA)

PIMCO Variable Insurance Trust - High Yield Portfolio: Advisor Class (PMVHYD)

PIMCO Variable Insurance Trust - CommodityRealReturn(R) Strategy Portfolio: Advisor Class (PMVRSD)

PIMCO Variable Insurance Trust - Total Return Portfolio: Advisor Class (PMVTRD)

PIMCO Variable Insurance Trust - Short-Term Portfolio: Administrative Class (PVSTA)

T. ROWE PRICE

T. Rowe Price Equity Series, Inc. - T. Rowe Price Blue Chip Growth Portfolio: II (TRBCG2)

VAN ECK ASSOCIATES CORPORATION

VanEck VIP Trust - VanEck VIP Emerging Markets Fund: Initial Class (VWEM) (1) (3)

VanEck VIP Trust - VanEck VIP Global Resources Fund: Class S (VWHAS)

VANGUARD GROUP OF INVESTMENT COMPANIES

Vanguard Variable Insurance Fund - Total Bond Market Index Portfolio (VVHGB) (1) (3)

Vanguard Variable Insurance Fund - International Portfolio (VVI)

Vanguard Variable Insurance Fund - Total Stock Market Index Portfolio (VVTSM)

(1)

At December 31, 2023, contract owners were not invested in this fund - no statements of assets, liabilities and contract owners' equity included.

(2)

Only financial highlights for the year ended December 31, 2019 are included.

(3)

Only statement of changes for the period ended December 31, 2022 and financial highlights for each of the years or periods in the three-year period ended December 31, 2021 are included.

PHL VARIABLE ACCUMULATION ACCOUNT II

STATEMENTS OF ASSETS, LIABILTIES AND CONTRACT OWNERS' EQUITY

DECEMBER 31, 2023

Subaccount*,**		Shares			Cost			Investments, at fair value			Accounts Receivable			Total Assets			Accounts Payable			Contract  Owners' Equity			Accumulation Units			Contracts in Payout			Contract  Owners' Equity
ACEAA2			3			$	36			$	34			$	-			$	34			$	2			$	32			$	32			$	-			$	32
AGEAA2			34,080				365,471				386,472				-				386,472				1				386,471				386,471				-				386,471
AUGEA2			270				2,806				2,662				-				2,662				-				2,662				2,662				-				2,662
PIVEI2			730				12,886				11,004				-				11,004				-				11,004				11,004				-				11,004
DSIFS			164				9,827				11,364				-				11,364				-				11,364				11,364				-				11,364
FTVGI2			1,826				26,424				23,440				-				23,440				-				23,440				23,440				-				23,440
RVARS			1,407				34,784				36,430				-				36,430				-				36,430				36,430				-				36,430
IVGMMI			41,070				41,070				41,070				1				41,071				-				41,071				41,071				-				41,071
PMVAAA			10,267				106,169				92,913				2				92,915				-				92,915				92,915				-				92,915
PMVHYD			6,475				49,319				46,494				-				46,494				1				46,493				46,493				-				46,493
PMVRSD			4,190				26,180				22,878				-				22,878				-				22,878				22,878				-				22,878
PMVTRD			57,151				611,872				524,643				1				524,644				-				524,644				524,644				-				524,644
PVSTA			503				5,162				5,147				1				5,148				-				5,148				5,148				-				5,148
TRBCG2			468				18,573				20,360				-				20,360				2				20,358				20,358				-				20,358
VWHAS			397				9,020				10,084				-				10,084				-				10,084				10,084				-				10,084
VVI			3,488				101,353				85,711				-				85,711				-				85,711				85,711				-				85,711
VVTSM			5,430				204,790				268,521				2				268,523				-				268,523				268,523				-				268,523

* Represents abbreviation of investment name. For full investment name and related abbreviation, see note 1(b).

** For all subaccounts not included herein but listed as an investment option in note 1(b), Total Assets and Contract Owners' Equity at the end of the period are $0. See note 1(b) for all investments available for which no contract owners were invested at December 31, 2023, if applicable.

See accompanying notes to financial statements.

PHL VARIABLE ACCUMULATION ACCOUNT II

STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2023

Investment Activity:		ACEAA2		AGEAA2		AUGEA2		PIVEI2		DSIFS		FTVGI2		RVARS		IVGMMI
Reinvested dividends		$	1				6,658				55				208				159				-				1,013				1,842
Mortality and expense risk charges (note 2)			-				-				-				-				-				-				-				-
Net investment income (loss)			1				6,658				55				208				159				-				1,013				1,842
Realized gain (loss) on investments			-				5,881				(351	)			(1,018	)			1,271				(203	)			99				-
Change in unrealized gain (loss) on investments			2				39,655				798				524				1,020				879				412				-
Net gain (loss) on investments			2				45,536				447				(494	)			2,291				676				511				-
Reinvested capital gains			-				8,619				25				996				607				-				-				-
Net increase (decrease) in contract owners' equity resulting from operations		$	3				60,813				527				710				3,057				676				1,524				1,842
Investment Activity:		PMVAAA		PMVHYD		PMVRSD		PMVTRD		PVSTA		TRBCG2		VWHAS		VVI
Reinvested dividends		$	2,601				2,428				3,226				17,391				218				-				380				1,243
Mortality and expense risk charges (note 2)			-				-				-				-				-				-				-				-
Net investment income (loss)			2,601				2,428				3,226				17,391				218				-				380				1,243
Realized gain (loss) on investments			(83	)			(22	)			(221	)			(2,698	)			(1	)			(11	)			1,903				7
Change in unrealized gain (loss) on investments			4,342				2,643				(4,593	)			14,217				62				4,051				(2,824	)			7,238
Net gain (loss) on investments			4,259				2,621				(4,814	)			11,519				61				4,040				(921	)			7,245
Reinvested capital gains			-				-				-				-				-				-				-				2,681
Net increase (decrease) in contract owners' equity resulting from operations		$	6,860				5,049				(1,588	)			28,910				279				4,040				(541	)			11,169

See accompanying notes to financial statements.

PHL VARIABLE ACCUMULATION ACCOUNT II

STATEMENTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2023

Investment Activity:		VVTSM
Reinvested dividends		$	2,891
Mortality and expense risk charges (note 2)			-
Net investment income (loss)			2,891
Realized gain (loss) on investments			4,569
Change in unrealized gain (loss) on investments			36,554
Net gain (loss) on investments			41,123
Reinvested capital gains			14,088
Net increase (decrease) in contract owners' equity resulting from operations		$	58,102

* For all subaccounts not included herein but listed as an investment option in note 1(b), there was no activity during the period. See note 1(b) for all investments available for which no contract owners were invested at December 31, 2023, if applicable.

See accompanying notes to financial statements.

PHL VARIABLE ACCUMULATION ACCOUNT II

STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

		ACEAA2		AGEAA2		AUGEA2		PIVEI2
		2023		2022		2023		2022		2023		2022		2023		2022
Investment activity:
Net investment income (loss)		$	1				1				6,658				8,091				55				132				208				230
Realized gain (loss) on investments			-				-				5,881				4,615				(351	)			(472	)			(1,018	)			(72	)
Change in unrealized gain (loss) on investments			2				(7	)			39,655				(114,378	)			798				(1,694	)			524				(3,111	)
Reinvested capital gains			-				1				8,619				20,323				25				331				996				1,767
Net increase (decrease) in contract owners' equity resulting from operations			3				(5	)			60,813				(81,349	)			527				(1,703	)			710				(1,186	)
Equity transactions:
Purchase payments received from contract owners (note 4)			-				-				(2	)			(19	)			-				-				-				-
Transfers between funds			-				-				-				-				-				-				(2,701	)			11,765
Redemptions (notes 2, 3, and 4)			(4	)			(5	)			(158,854	)			(67,158	)			(5,103	)			(5,151	)			(155	)			(143	)
Adjustments to maintain reserves			-				1				(1	)			-				(1	)			-				(1	)			(2	)
Net equity transactions			(4	)			(4	)			(158,857	)			(67,177	)			(5,104	)			(5,151	)			(2,857	)			11,620
Net change in contract owners' equity			(1	)			(9	)			(98,044	)			(148,526	)			(4,577	)			(6,854	)			(2,147	)			10,434
Contract owners' equity at beginning of period			33				42				484,515				633,041				7,239				14,093				13,151				2,717
Contract owners' equity at end of period		$	32				33				386,471				484,515				2,662				7,239				11,004				13,151
CHANGE IN UNITS:
Beginning units			24				27				238,542				270,362				4,505				7,672				4,394				836
Units purchased			-				-				-				873				-				-				-				4,431
Units redeemed			(3	)			(3	)			(73,472	)			(32,693	)			(3,007	)			(3,167	)			(964	)			(873	)
Ending units			21				24				165,070				238,542				1,498				4,505				3,430				4,394

See accompanying notes to financial statements.

PHL VARIABLE ACCUMULATION ACCOUNT II

STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

		DSIFS		FVSIS2		FTVGI2		RVARS
		2023		2022		2023		2022		2023		2022		2023		2022
Investment activity:
Net investment income (loss)		$	159				210				-				-				-				-				1,013				388
Realized gain (loss) on investments			1,271				2,114				-				(1,197	)			(203	)			(669	)			99				394
Change in unrealized gain (loss) on investments			1,020				(8,723	)			-				10				879				(425	)			412				(2,276	)
Reinvested capital gains			607				1,720				-				6				-				-				-				337
Net increase (decrease) in contract owners' equity resulting from operations			3,057				(4,679	)			-				(1,181	)			676				(1,094	)			1,524				(1,157	)
Equity transactions:
Purchase payments received from contract owners (note 4)			(2	)			-				-				-				-				-				-				-
Transfers between funds			(6,620	)			(6,406	)			-				(5,415	)			1,159				(1,255	)			1,147				(3,389	)
Redemptions (notes 2, 3, and 4)			(185	)			(257	)			-				(70	)			(24	)			(24	)			(38	)			(39	)
Adjustments to maintain reserves			1				1				-				1				1				-				-				-
Net equity transactions			(6,806	)			(6,662	)			-				(5,484	)			1,136				(1,279	)			1,109				(3,428	)
Net change in contract owners' equity			(3,749	)			(11,341	)			-				(6,665	)			1,812				(2,373	)			2,633				(4,585	)
Contract owners' equity at beginning of period			15,113				26,454				-				6,665				21,628				24,001				33,797				38,382
Contract owners' equity at end of period		$	11,364				15,113				-				-				23,440				21,628				36,430				33,797
CHANGE IN UNITS:
Beginning units			4,287				6,114				-				3,266				15,037				15,861				29,392				32,245
Units purchased			-				190				-				2,344				1,208				634				2,229				894
Units redeemed			(1,720	)			(2,017	)			-				(5,610	)			(405	)			(1,458	)			(1,265	)			(3,747	)
Ending units			2,567				4,287				-				-				15,840				15,037				30,356				29,392

See accompanying notes to financial statements.

PHL VARIABLE ACCUMULATION ACCOUNT II

STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

		IVGMMI		PMVAAA		PMVHYD		PMVRSD
		2023		2022		2023		2022		2023		2022		2023		2022
Investment activity:
Net investment income (loss)		$	1,842				441				2,601				6,829				2,428				2,155				3,226				5,028
Realized gain (loss) on investments			-				-				(83	)			(354	)			(22	)			(136	)			(221	)			1,997
Change in unrealized gain (loss) on investments			-				-				4,342				(24,923	)			2,643				(7,024	)			(4,593	)			(3,688	)
Reinvested capital gains			-				-				-				7,053				-				-				-				-
Net increase (decrease) in contract owners' equity resulting from operations			1,842				441				6,860				(11,395	)			5,049				(5,005	)			(1,588	)			3,337
Equity transactions:
Purchase payments received from contract owners (note 4)			-				-				-				-				-				-				-				-
Transfers between funds			2,276				37,573				3,078				(3,322	)			119				(1,865	)			3,695				(7,629	)
Redemptions (notes 2, 3, and 4)			(716	)			(5,076	)			(96	)			(96	)			(48	)			(48	)			(23	)			(24	)
Adjustments to maintain reserves			-				-				2				(1	)			-				1				-				1
Net equity transactions			1,560				32,497				2,984				(3,419	)			71				(1,912	)			3,672				(7,652	)
Net change in contract owners' equity			3,402				32,938				9,844				(14,814	)			5,120				(6,917	)			2,084				(4,315	)
Contract owners' equity at beginning of period			37,669				4,731				83,071				97,885				41,373				48,290				20,794				25,109
Contract owners' equity at end of period		$	41,071				37,669				92,915				83,071				46,493				41,373				22,878				20,794
CHANGE IN UNITS:
Beginning units			3,551				453				44,748				46,482				20,125				21,052				29,340				38,498
Units purchased			207				4,038				1,745				492				564				-				7,565				4,342
Units redeemed			(65	)			(940	)			(211	)			(2,226	)			(513	)			(927	)			(1,844	)			(13,500	)
Ending units			3,693				3,551				46,282				44,748				20,176				20,125				35,061				29,340

See accompanying notes to financial statements.

PHL VARIABLE ACCUMULATION ACCOUNT II

STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

		PMVTRD		PVSTA		TRBCG2		VWEM
		2023		2022		2023		2022		2023		2022		2023		2022
Investment activity:
Net investment income (loss)		$	17,391				13,393				218				131				-				-				-				-
Realized gain (loss) on investments			(2,698	)			(4,548	)			(1	)			(151	)			(11	)			778				-				(678	)
Change in unrealized gain (loss) on investments			14,217				(95,442	)			62				(65	)			4,051				(6,396	)			-				45
Reinvested capital gains			-				-				-				18				-				266				-				-
Net increase (decrease) in contract owners' equity resulting from operations			28,910				(86,597	)			279				(67	)			4,040				(5,352	)			-				(633	)
Equity transactions:
Purchase payments received from contract owners (note 4)			-				(2	)			-				-				-				-				-				(1	)
Transfers between funds			9,335				(4,674	)			195				603				11,676				(11,229	)			-				(10,767	)
Redemptions (notes 2, 3, and 4)			(11,860	)			(99,062	)			(60	)			(95	)			(110	)			(127	)			-				(36	)
Adjustments to maintain reserves			-				4				1				-				(1	)			-				-				1
Net equity transactions			(2,525	)			(103,734	)			136				508				11,565				(11,356	)			-				(10,803	)
Net change in contract owners' equity			26,385				(190,331	)			415				441				15,605				(16,708	)			-				(11,436	)
Contract owners' equity at beginning of period			498,259				688,590				4,733				4,292				4,753				21,461				-				11,436
Contract owners' equity at end of period		$	524,644				498,259				5,148				4,733				20,358				4,753				-				-
CHANGE IN UNITS:
Beginning units			323,258				382,474				3,658				3,312				1,299				3,596				-				7,019
Units purchased			7,037				2,786				144				5,383				2,459				178				-				-
Units redeemed			(8,637	)			(62,002	)			(45	)			(5,037	)			(24	)			(2,475	)			-				(7,019	)
Ending units			321,658				323,258				3,757				3,658				3,734				1,299				-				-

See accompanying notes to financial statements.

PHL VARIABLE ACCUMULATION ACCOUNT II

STATEMENTS OF CHANGES IN CONTRACT OWNERS' EQUITY

YEARS ENDED DECEMBER 31, 2023 AND DECEMBER 31, 2022

		VWHAS		VVHGB		VVI		VVTSM
		2023		2022		2023		2022		2023		2022		2023		2022
Investment activity:
Net investment income (loss)		$	380				238				-				-				1,243				1,164				2,891				3,264
Realized gain (loss) on investments			1,903				2,940				-				(551	)			7				(400	)			4,569				1,742
Change in unrealized gain (loss) on investments			(2,824	)			(2,115	)			-				167				7,238				(49,059	)			36,554				(77,267	)
Reinvested capital gains			-				-				-				-				2,681				17,258				14,088				17,481
Net increase (decrease) in contract owners' equity resulting from operations			(541	)			1,063				-				(384	)			11,169				(31,037	)			58,102				(54,780	)
Equity transactions:
Purchase payments received from contract owners (note 4)			-				-				-				-				-				-				-				-
Transfers between funds			(4,260	)			(1,501	)			-				(12,277	)			(1,429	)			12,176				(18,720	)			6,361
Redemptions (notes 2, 3, and 4)			(171	)			(165	)			-				(39	)			(211	)			(235	)			(827	)			(858	)
Adjustments to maintain reserves			-				2				-				-				-				-				-				1
Net equity transactions			(4,431	)			(1,664	)			-				(12,316	)			(1,640	)			11,941				(19,547	)			5,504
Net change in contract owners' equity			(4,972	)			(601	)			-				(12,700	)			9,529				(19,096	)			38,555				(49,276	)
Contract owners' equity at beginning of period			15,056				15,657				-				12,700				76,182				95,278				229,968				279,244
Contract owners' equity at end of period		$	10,084				15,056				-				-				85,711				76,182				268,523				229,968
CHANGE IN UNITS:
Beginning units			16,443				18,489				-				7,703				37,519				32,790				64,149				62,634
Units purchased			-				6,603				-				-				1,359				7,857				236				3,851
Units redeemed			(4,990	)			(8,649	)			-				(7,703	)			(2,061	)			(3,128	)			(4,915	)			(2,336	)
Ending units			11,453				16,443				-				-				36,817				37,519				59,470				64,149

* For all subaccounts not included herein but listed as an investment option in note 1(b), there was no activity during the two-year period. See note 1(b) for all investments available for which no contract owners were invested at December 31, 2023, if applicable.

See accompanying notes to financial statements.

PHL VARIABLE ACCUMULATION ACCOUNT II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023

(1) Background and Summary of Significant Accounting Policies

(a) Organization and Nature of Operations

The PHL Variable Accumulation Account II (the "Separate Account"), is a separate account of PHL Variable Insurance Company ("PHL", "PHL Variable", the Company, "we" or "us").PHL is a wholly-owned subsidiary of PHL Delaware, LLC ("PHL Delaware" or the "Parent"). PHL is a provider of life insurance and annuity products. In November 2019, PHL stopped marketing and selling new business.

(b) The Contracts

The Separate Account offers variable annuity insurance benefits intended to serve the long-term saving needs of investors. The primary distribution for the contracts is through the brokerage community; however, other distributors are utilized. Contract features are described in the applicable prospectus.

A contract owner may choose from among a number of different underlying mutual fund options. The underlying mutual fund options are not available to the general public directly. The underlying mutual funds are available as investment options in variable life insurance policies or variable annuity contracts issued by life insurance companies or, in some cases, through participation in certain qualified pension or retirement plans.

Some of the underlying mutual funds have been established by investment advisers which manage publicly traded mutual funds having similar names and investment objectives. While some of the underlying mutual funds may be similar to, and may in fact be modeled after, publicly traded mutual funds, the underlying mutual funds are not otherwise directly related to any publicly traded mutual fund. Consequently, the investment performance of publicly traded mutual funds and any corresponding underlying mutual funds may differ substantially.

With certain exceptions, contract owners in either the accumulation or payout phase may invest in any of the following:

ALPS FUNDS

ALPS Variable Investment Trust - Morningstar Conservative ETF Asset Allocation Portfolio: Class II (ACEAA2)

ALPS Variable Investment Trust - Morningstar Growth ETF Asset Allocation Portfolio: Class II (AGEAA2)

ALPS Variable Investment Trust - Morningstar Income and Growth ETF Asset Allocation Portfolio: Class II (AUGEA2)

AMUNDI US

Pioneer Variable Contracts Trust - Pioneer Equity Income VCT Portfolio: Class II (PIVEI2)

BNY MELLON INVESTMENT MANAGEMENT

BNY Mellon Stock Index Fund, Inc.: Service Shares (DSIFS)

BNY Mellon Investment Portfolios - Small Cap Stock Index Portfolio: Service Shares (DVSCS)*

FIDELITY INVESTMENTS

Fidelity Variable Insurance Products Fund - VIP Strategic Income Portfolio: Service Class 2 (FVSIS2)*

FRANKLIN TEMPLETON DISTRIBUTORS, INC.

Franklin Templeton Variable Insurance Products Trust - Templeton Global Bond VIP Fund: Class 2 (FTVGI2)

GUGGENHEIM INVESTMENTS

Rydex Variable Trust - Multi-Hedge Strategies Fund (RVARS)

INVESCO INVESTMENTS

Invesco - Invesco V.I. Government Money Market Fund: Series I Shares (IVGMMI)

PIMCO FUNDS

PIMCO Variable Insurance Trust - All Asset Portfolio: Administrative Class (PMVAAA)

PIMCO Variable Insurance Trust - High Yield Portfolio: Advisor Class (PMVHYD)

PIMCO Variable Insurance Trust - CommodityRealReturn(R) Strategy Portfolio: Advisor Class (PMVRSD)

PIMCO Variable Insurance Trust - Total Return Portfolio: Advisor Class (PMVTRD)

PIMCO Variable Insurance Trust - Short-Term Portfolio: Administrative Class (PVSTA)

T. ROWE PRICE

T. Rowe Price Equity Series, Inc. - T. Rowe Price Blue Chip Growth Portfolio: II (TRBCG2)

VAN ECK ASSOCIATES CORPORATION

VanEck VIP Trust - VanEck VIP Emerging Markets Fund: Initial Class (VWEM)*

VanEck VIP Trust - VanEck VIP Global Resources Fund: Class S (VWHAS)

VANGUARD GROUP OF INVESTMENT COMPANIES

Vanguard Variable Insurance Fund - Total Bond Market Index Portfolio (VVHGB)*

Vanguard Variable Insurance Fund - International Portfolio (VVI)

Vanguard Variable Insurance Fund - Total Stock Market Index Portfolio (VVTSM)

*	At December 31, 2023, contract owners were not invested in this fund.

There were no subaccounts with inception or liquidation dates for each of the years in the two-year period ended December 31, 2023.

There were no underlying mutual fund mergers for each of the years in the two-year period ending December 31, 2023.

PHL VARIABLE ACCUMULATION ACCOUNT II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023

There were no subaccount name changes for the one-year period ended December 31, 2023.

The contract owners' equity is affected by the investment results of each fund, equity transactions by contract owners and certain contract expenses (see note 2). The accompanying financial statements include only contract owners' purchase payments pertaining to the variable portions of their contracts and exclude any purchase payments for fixed dollar benefits, the latter being included in the accounts of the Company.

A purchase payment could be presented as a negative equity transaction in the Statements of Changes in Contract Owners' Equity if a prior period purchase payment is refunded to a contract owner due to a contract cancellation during the free look period, and/or if a gain is realized by the contract owner during the free look period.

The Company allocates purchase payments to subaccounts and/or the fixed account as instructed by the contract owner. Shares of the subaccounts are purchased at Net Asset Value, then converted into accumulation units. Certain transactions may be subject to conditions imposed by the underlying mutual funds, as well as those set forth in the contract.

(c) Security Valuation, Transactions and Related Investment Income

Investments in underlying mutual funds are valued at the closing Net Asset Value per share at December 31, 2023 of such funds. The cost of investments sold is determined on a first in - first out basis. Investment transactions are accounted for on the trade date (date the order to buy or sell is executed), and dividends and capital gain distributions are accrued as of the ex-dividend date and are reinvested in the underlying mutual funds.

(d) Federal Income Taxes

The operations of the Separate Account are included in the federal income tax return of PHL, which is taxed as a life insurance company under the provisions of the Internal Revenue Code (IRC). Under the current provisions of the IRC, PHL does not expect to incur federal income taxes on the earnings of the Separate Account to the extent the earnings are credited under contracts. Based on this, no charge is being made currently to the Separate Account for federal income taxes. PHL will review periodically the status of this policy in the event of changes in the tax law.

(e) Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statement and accompanying notes. Actual results could differ from those estimates.

In applying these estimates and assumptions, management makes subjective and complex judgments that frequently require assumptions about matters that are uncertain and inherently subject to change, such as possibility for elevated mortality and investment market volatility.

(f) Calculation of Annuity Reserves

At each financial reporting date, the Separate Account financial statements include an aggregate amount of net assets allocated to future contract benefits for the contracts in the payout (annuitization) period. The payout (annuitization) period begins when amounts accumulated under the contract (the contract value) are applied according to the payment method selected by the contract owner.

Annuity reserves are computed for contracts in the variable payout stage according to industry standard mortality tables. The assumed investment return is 3.5% unless the annuitant elects otherwise, in which case the rate may vary from 3.5% to 6%, as regulated by the laws of the respective states. The mortality risk is fully borne by the Company and may result in additional amounts being transferred into the Separate Account by the Company to cover greater longevity of annuitants than expected. Conversely, if reserves exceed amounts required, transfers may be made to the Company.

(2) Expenses

Although periodic retirement payments to contract owners vary according to the investment performance of the portfolios, such payments are not affected by mortality or expense experience because the Company assumes the mortality and expense risks under the contracts.

The mortality risk assumed by the Company results from the life annuity payment option in the contracts in which the Company agrees to make annuity payments regardless of how long a particular annuitant or other payee lives. The annuity payments are determined in accordance with annuity purchase rate provisions established at the time the contracts are issued. Based on the actuarial determination of expected mortality, the Company is required to fund any deficiency in the annuity payment reserves from its general account assets.

The Company deducts a monthly subscription charge of $20.00 to issue and administer each contract. These fees were $3,500 and $3,840 for the years ended December 31, 2023 and December 31, 2022, respectively. This charge is recorded as a redemption in the accompanying Statements of Changes in Net Assets.

The Company deducts a transaction fee, ranging from $19.99 to $49.99 based upon number of transactions, for any contract owner transaction in or out of certain investment portfolios. This fee is recorded as a redemption in the accompanying Statements of Changes in Net Assets. The transaction fees were $1,050 and $1,250 for the years ended December 31, 2023 and December 31, 2022, respectively.

PHL VARIABLE ACCUMULATION ACCOUNT II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023

The Company also deducts a guaranteed minimum withdrawal benefit fee if this optional benefit is selected. These fees were $8,294 and $8,402 for the years ended December 31, 2023 and December 31, 2022, respectively. This charge is recorded as a redemption in the accompanying Statements of Changes in Net Assets.

(3) Annuity Benefits

Annuity benefit proceeds result in a redemption of the policy value from the Separate Account and payment of those proceeds, less any outstanding policy loans (and policy charges), to the legal beneficiary. For last survivor flexible premium policies, the proceeds are payable on the death of the last surviving insured. In the event that the guaranteed death benefit exceeds the policy value on the date of death, the excess is paid by the Company's general account.

(4) Related Party Transactions

The Company performs various services on behalf of the mutual fund companies in which the Separate Account invests and may receive fees for the services performed. These services include, among other things, shareholder communications, postage, fund transfer agency and various other record keeping and customer service functions. These fees are paid to an affiliate of the Company.

(5) Fair Value Measurement

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Separate Account generally uses the market approach as the valuation technique due to the nature of the mutual fund investments offered in the Separate Account. This technique maximizes the use of observable inputs and minimizes the use of unobservable inputs.

In accordance with FASB ASC 820, the Separate Account categorized its financial instruments into a three-level hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). If the inputs used to measure fair value fall within different levels of the hierarchy, the category level is based on the lowest priority level input that is significant to the fair value measurement of the instrument in its entirety.

The Separate Account categorizes financial assets recorded at fair value as follows:

• Level 1 - Unadjusted quoted prices accessible in active markets and mutual funds where the value per share (unit) is determined and published and is the basis for current transactions for identical assets or liabilities at the measurement date.

• Level 2 - Unadjusted quoted prices for similar assets or liabilities in active markets, quotes prices for identical or similar assets or liabilities in markets that are not active or inputs (other than quotes prices) that are observable or that are derived principally from or corroborated by observable market data through correlation or other means. Primary inputs to this valuation technique may include comparative trades, bid/asks, interest rate movements, U.S. Treasury rates, Secures Overnight Financing Rate, prime rates, cash flows, maturity dates, callability, estimated prepayments and/or underlying collateral values.

• Level 3 - Prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. Inputs reflect management's best estimate about the assumptions market participants would use at the measurement date in pricing the asset or liability. Consideration is given to the risk inherent in both the method of valuation and the valuation inputs.

The investments used by all subaccounts are mutual funds and are valued using daily Net Asset Values (NAVs), which are deemed to approximate fair values. As such, all funds are classified as Level 1 Investments.

The cost of purchases and proceeds from sales of Investments for the year ended December 31, 2023 are as follows:

Subaccount   Abbreviation*		Purchases of   Investments			Sales of  Investments
ACEAA2		$	1			$	4
AGEAA2			15,277				158,856
AUGEA2			80				5,103
PIVEI2			1,204				2,857
DSIFS			766				6,807
FTVGI2			1,711				576
RVARS			3,661				1,540
IVGMMI			4,118				716
PMVAAA			5,975				391
PMVHYD			3,637				1,138
PMVRSD			8,180				1,282
PMVTRD			28,371				13,505
PVSTA			413				60
TRBCG2			11,676				110

PHL VARIABLE ACCUMULATION ACCOUNT II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023

VWHAS			380				4,431
VVI			6,895				4,611
VVTSM			17,889				20,459

* Represents abbreviation of investment name. For full investment name and related abbreviation, see note 1(b).

PHL VARIABLE ACCUMULATION ACCOUNT II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023

(6) Financial Highlights

The following tabular presentation is a summary of units, unit fair values, contract owners' equity outstanding and contract expense rates for variable annuity contracts as of December 31, 2023, and the investment income ratio and total return for each of the periods in the five-year period ended December 31, 2023. Total return and investment income ratio for periods with no ending Contract Owners' Equity were considered to be irrelevant, and therefore are not presented. Contract Owners' Equity presented below may not agree to the Contract Owners' Equity presented in the Statements of Changes in Contract Owners' Equity due to reserves for annuity contracts in payout.

		Contract Expense    Rate*		Units****			Unit Fair Value			Contract Owners' Equity****			Investment Income Ratio**			Total Return***
ALPS Variable Investment Trust - Morningstar Conservative ETF Asset Allocation Portfolio: Class II (ACEAA2)
2023		0.00%			21				$1.50								$32				2.26	%			7.84	%
2022		0.00%			24				1.39					33				1.43	%			-11.82	%
2021		0.00%			27				1.57					42				1.33	%			2.28	%
2020		0.00%			33				1.54					51				1.70	%			6.49	%
2019		0.00%			-				1.47					-				0.00	%			11.36	%
ALPS Variable Investment Trust - Morningstar Growth ETF Asset Allocation Portfolio: Class II (AGEAA2)
2023		0.00%			165,070				2.34					386,471				1.49	%			15.27	%
2022		0.00%			238,542				2.03					484,515				1.51	%			-13.25	%
2021		0.00%			270,362				2.34					633,041				1.17	%			14.88	%
2020		0.00%			324,531				2.04					661,426				2.01	%			10.01	%
2019		0.00%			362				1.85					671				1.98	%			19.35	%
ALPS Variable Investment Trust - Morningstar Income and Growth ETF Asset Allocation Portfolio: Class II (AUGEA2)
2023		0.00%			1,498				1.78					2,662				0.96	%			10.59	%
2022		0.00%			4,505				1.61					7,239				1.08	%			-12.54	%
2021		0.00%			7,672				1.84					14,093				1.29	%			6.47	%
2020		0.00%			10,438				1.73					18,010				1.76	%			8.43	%
2019		0.00%			14				1.59					22				1.84	%			12.77	%
Pioneer Variable Contracts Trust - Pioneer Equity Income VCT Portfolio: Class II (PIVEI2)
2023		0.00%			3,430				3.21					11,004				1.66	%			7.17	%
2022		0.00%			4,394				2.99					13,151				1.68	%			-7.94	%
2021		0.00%			836				3.25					2,717				1.23	%			25.33	%
2020		0.00%			841				2.59					2,182				1.14	%			-0.26	%
2019		0.00%			7				2.60					19				2.36	%			25.00	%
BNY Mellon Stock Index Fund, Inc.: Service Shares (DSIFS)
2023		0.00%			2,567				4.43					11,364				1.06	%			25.60	%
2022		0.00%			4,287				3.53					15,113				1.06	%			-18.52	%
2021		0.00%			6,114				4.33					26,454				0.83	%			28.12	%
2020		0.00%			6,153				3.38					20,780				1.14	%			17.71	%
2019		0.00%			62				2.87					177				1.51	%			31.05	%
BNY Mellon Investment Portfolios - Small Cap Stock Index Portfolio: Service Shares (DVSCS)
2019		0.00%			15				3.00					44				0.86	%			22.45	%
Fidelity Variable Insurance Products Fund - VIP Strategic Income Portfolio: Service Class 2 (FVSIS2)
2021		0.00%			3,266				2.04					6,665				2.44	%			3.53	%
2020		0.00%			3,287				1.97					6,479				0.00	%			7.16	%
2019		0.00%			15				1.84					28				3.11	%			10.84	%
Franklin Templeton Variable Insurance Products Trust - Templeton Global Bond VIP Fund: Class 2 (FTVGI2)
2023		0.00%			15,840				1.48					23,440				0.00	%			2.88	%
2022		0.00%			15,037				1.44					21,628				0.00	%			-4.95	%
2021		0.00%			15,861				1.51					24,001				0.00	%			-4.99	%
2020		0.00%			13,561				1.59					21,599				9.28	%			-5.28	%
2019		0.00%			28				1.68					47				7.03	%			1.82	%
Rydex Variable Trust - Multi-Hedge Strategies Fund (RVARS)
2023		0.00%			30,356				1.20					36,430				2.89	%			4.37	%
2022		0.00%			29,392				1.15					33,797				1.11	%			-3.40	%
2021		0.00%			32,245				1.19					38,382				0.00	%			8.10	%
2020		0.00%			31,512				1.10					34,697				1.27	%			7.39	%
2019		0.00%			31				1.03					32				2.38	%			5.10	%
Invesco - Invesco V.I. Government Money Market Fund: Series I Shares (IVGMMI)
2023		0.00%			3,693				11.12					41,071				4.76	%			4.86	%
2022		0.00%			3,551				10.61					37,669				1.96	%			1.45	%

PHL VARIABLE ACCUMULATION ACCOUNT II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023

		Contract Expense    Rate*		Units****			Unit Fair Value			Contract Owners' Equity****			Investment Income Ratio**			Total Return***
2021		0.00%			453				10.46								4,731				0.00	%			0.01	%
2020		0.00%			1,017				10.45					10,632				0.25	%			0.29	%
2019		0.00%			2				10.42					17				1.98	%			1.86	%
PIMCO Variable Insurance Trust - All Asset Portfolio: Administrative Class (PMVAAA)
2023		0.00%			46,282				2.01					92,915				2.99	%			8.14	%
2022		0.00%			44,748				1.86					83,071				7.82	%			-11.84	%
2021		0.00%			46,482				2.11					97,885				11.10	%			16.23	%
2020		0.00%			48,094				1.81					87,135				4.93	%			8.01	%
2019		0.00%			49				1.68					82				2.75	%			12.00	%
PIMCO Variable Insurance Trust - High Yield Portfolio: Advisor Class (PMVHYD)
2023		0.00%			20,176				2.30					46,493				5.56	%			12.09	%
2022		0.00%			20,125				2.06					41,373				4.95	%			-10.38	%
2021		0.00%			21,052				2.29					48,290				4.35	%			3.53	%
2020		0.00%			19,595				2.22					43,415				4.75	%			5.64	%
2019		0.00%			27				2.10					57				4.85	%			14.75	%
PIMCO Variable Insurance Trust - CommodityRealReturn(R) Strategy Portfolio: Advisor Class (PMVRSD)
2023		0.00%			35,061				0.65					22,878				15.07	%			-7.93	%
2022		0.00%			29,340				0.71					20,794				22.47	%			8.66	%
2021		0.00%			38,498				0.65					25,109				4.10	%			33.11	%
2020		0.00%			45,615				0.49					22,351				5.91	%			1.23	%
2019		0.00%			39				0.48					18				4.34	%			11.63	%
PIMCO Variable Insurance Trust - Total Return Portfolio: Advisor Class (PMVTRD)
2023		0.00%			321,658				1.63					524,644				3.46	%			5.82	%
2022		0.00%			323,258				1.54					498,259				2.51	%			-14.39	%
2021		0.00%			382,474				1.80					688,590				1.72	%			-1.36	%
2020		0.00%			376,208				1.83					686,679				2.03	%			8.54	%
2019		0.00%			410				1.68					689				2.91	%			8.39	%
PIMCO Variable Insurance Trust - Short-Term Portfolio: Administrative Class (PVSTA)
2023		0.00%			3,757				1.37					5,148				4.47	%			5.89	%
2022		0.00%			3,658				1.29					4,733				1.49	%			-0.15	%
2021		0.00%			3,312				1.30					4,292				1.10	%			-0.06	%
2020		0.00%			3,334				1.30					4,323				1.38	%			2.24	%
2019		0.00%			28				1.27					35				2.46	%			3.25	%
T. Rowe Price Equity Series, Inc. - T. Rowe Price Blue Chip Growth Portfolio: II (TRBCG2)
2023		0.00%			3,734				5.45					20,358				0.00	%			48.96	%
2022		0.00%			1,299				3.66					4,753				0.00	%			-38.66	%
2021		0.00%			3,596				5.97					21,461				0.00	%			17.33	%
2020		0.00%			3,619				5.09					18,406				0.00	%			33.92	%
2019		0.00%			4				3.80					16				0.00	%			29.69	%
VanEck VIP Trust - VanEck VIP Emerging Markets Fund: Initial Class (VWEM)
2021		0.00%			7,019				1.63					11,436				0.92	%			-11.87	%
2020		0.00%			7,064				1.85					13,058				2.03	%			17.25	%
2019		0.00%			8				1.58					12				0.28	%			30.58	%
VanEck VIP Trust - VanEck VIP Global Resources Fund: Class S (VWHAS)
2023		0.00%			11,453				0.88					10,084				2.86	%			-3.84	%
2022		0.00%			16,443				0.92					15,056				1.81	%			8.12	%
2021		0.00%			18,489				0.85					15,657				0.31	%			18.68	%
2020		0.00%			18,607				0.71					13,278				0.85	%			18.83	%
2019		0.00%			11				0.60					7				0.00	%			11.11	%
Vanguard Variable Insurance Fund - Total Bond Market Index Portfolio (VVHGB)
2021		0.00%			7,703				1.65					12,700				2.07	%			-1.72	%
2020		0.00%			7,752				1.68					13,003				3.79	%			7.58	%
2019		0.00%			248				1.56					387				2.53	%			9.09	%
Vanguard Variable Insurance Fund - International Portfolio (VVI)
2023		0.00%			36,817				2.33					85,711				1.52	%			14.65	%
2022		0.00%			37,519				2.03					76,182				1.41	%			-30.12	%
2021		0.00%			32,790				2.91					95,278				0.27	%			-1.54	%
2020		0.00%			30,875				2.95					91,118				1.63	%			57.58	%

PHL VARIABLE ACCUMULATION ACCOUNT II NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2023

		Contract Expense    Rate*		Units****			Unit Fair Value			Contract Owners' Equity****			Investment Income Ratio**			Total Return***
2019		0.00%			72				1.87					134				1.40	%			30.77	%
Vanguard Variable Insurance Fund - Total Stock Market Index Portfolio (VVTSM)
2023		0.00%			59,470				4.52								268,523				1.16	%			25.95	%
2022		0.00%			64,149				3.58					229,968				1.33	%			-19.59	%
2021		0.00%			62,634				4.46					279,244				1.20	%			25.64	%
2020		0.00%			70,592				3.55					250,503				1.60	%			20.55	%
2019		0.00%			78				2.94					231				1.54	%			30.67	%

*

This represents the annual contract expense rate of the variable account at the period end indicated and includes only those expenses that are charged through a reduction in the unit values. Excluded are expenses of the underlying mutual funds and charges made directly to contract owner accounts through the redemption of units.

**

This represents the ratio of dividends for the period indicated, excluding distributions of capital gains, received by the subaccount from the underlying mutual fund, net of management fees assessed by the fund manager, divided by monthly average net assets (excluding months where net assets are zero). The investment income ratio for subaccounts initially funded during the period presented has not been annualized. The ratios exclude those expenses that result in direct reductions to the contract owner accounts through reductions in unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividends by the underlying fund in which the subaccounts invest.

***

This represents the total return for the period indicated, including changes in the value of the underlying mutual fund, which reflects the reduction of unit values for expenses assessed. The total returns do not include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Total return is not annualized if the underlying mutual fund option was initially added and funded during the period presented.

*****

Units and Contract Owners' Equity is presented rounded (in 000's) for the year 2019 and is presented unrounded for 2020 - 2023, as applicable.

(7) Subsequent Events

The Separate Account has performed an evaluation of subsequent events through the date the financial statements were issued and has determined that no items require recognition or disclosure.

PHL Variable Insurance Company

PO Box 22012

Albany, NY 12201-2012

Not insured by FDIC/NCUSIF or any federal government agency.

No bank guarantee. Not a deposit. May lose value.

PHL Variable Insurance Company

A member of The Nassau Companies of New York

www.nfg.com

OL4258 © 2023 The Nassau Companies of New York		12-23