株探米国株
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エドガーで原本を確認する
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
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 001-31792

CNO Financial Group, Inc.
Delaware   75-3108137
State of Incorporation   IRS Employer Identification No.
   
11299 Illinois Street    
Carmel, Indiana 46032   (317) 817-6100
Address of principal executive offices   Telephone

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.01 per share CNO New York Stock Exchange
Rights to purchase Series F Junior Participating Preferred Stock New York Stock Exchange
5.125% Subordinated Debentures due 2060 CNOpA New York Stock Exchange

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 such filing requirements for the past 90 days:  Yes ☒  No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes ☒  No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer", "accelerated filer", "smaller reporting company", and "emerging growth company" in Rule 12b-2 of the Exchange Act.  Large accelerated filer ☒  Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):  Yes ☐ No ☒

Shares of common stock outstanding as of April 28, 2025: 99,141,400






TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION Page
     
Item 1. Financial Statements (unaudited)  
     
Item 2.
Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations
Item 3.
Item 4.
PART II - OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 5.
Item 6.

2


PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Dollars in millions)
(unaudited)

ASSETS
March 31,
2025
December 31,
2024
 
Investments:    
Fixed maturities, available for sale, at fair value (net of allowance for credit losses: March 31, 2025 - $38.9 and December 31, 2024 - $37.1; amortized cost: March 31, 2025 - $25,471.1 and December 31, 2024 - $25,264.3)
$ 23,283.0  $ 22,840.5 
Equity securities at fair value 349.1  162.0 
Mortgage loans (net of allowance for credit losses: March 31, 2025 - $20.1 and December 31, 2024 - $13.6)
2,601.2  2,506.3 
Policy loans 136.4  135.3 
Trading securities
308.0  304.2 
Investments held by variable interest entities (net of allowance for credit losses: March 31, 2025 - $2.5 and December 31, 2024 - $1.3; amortized cost: March 31, 2025 - $387.1 and December 31, 2024 - $437.0)
380.2  432.3 
Other invested assets 1,386.7  1,491.5 
Total investments 28,444.6  27,872.1 
Cash and cash equivalents - unrestricted 928.2  1,656.7 
Cash and cash equivalents held by variable interest entities 96.6  341.0 
Accrued investment income 289.6  286.4 
Present value of future profits 156.5  161.0 
Deferred acquisition costs 2,209.9  2,158.6 
Reinsurance receivables (net of allowance for credit losses: March 31, 2025 - $3.0 and December 31, 2024 - $3.0)
3,804.3  3,854.7 
Income tax assets, net 775.1  818.9 
Assets held in separate accounts 3.1  3.3 
Other assets 728.4  699.9 
Total assets $ 37,436.3  $ 37,852.6 

(continued on next page)












The accompanying notes are an integral part
of the consolidated financial statements.
3


CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET, continued
(Dollars in millions)
(unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY
March 31,
2025
December 31,
2024
 
Liabilities:    
Liabilities for insurance products:    
Policyholder account balances $ 17,346.0  $ 17,615.8 
Future policy benefits 11,773.0  11,705.5 
Market risk benefit liability 73.6  60.0 
Liability for life insurance policy claims 63.5  61.1 
Unearned and advanced premiums 221.5  226.8 
Liabilities related to separate accounts 3.1  3.3 
Other liabilities 1,027.2  1,161.8 
Investment borrowings 2,188.6  2,188.8 
Borrowings related to variable interest entities 375.1  497.6 
Notes payable – direct corporate obligations 1,834.2  1,833.5 
Total liabilities 34,905.8  35,354.2 
Commitments and Contingencies (Note 13)
Shareholders' equity:    
Common stock ($0.01 par value, 8,000,000,000 shares authorized, shares issued and outstanding: March 31, 2025 – 99,893,923; December 31, 2024 – 101,618,957)
1.0  1.0 
Additional paid-in capital 1,535.0  1,632.5 
Accumulated other comprehensive loss (1,239.1) (1,371.4)
Retained earnings 2,233.6  2,236.3 
Total shareholders' equity 2,530.5  2,498.4 
Total liabilities and shareholders' equity $ 37,436.3  $ 37,852.6 



















The accompanying notes are an integral part
of the consolidated financial statements.
4

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions, except per share data)
(unaudited)
Three months ended
March 31,
  2025 2024
Revenues:
Insurance policy income $ 650.7  $ 628.4 
Net investment income:    
General account assets 375.1  301.9 
Policyholder and other special-purpose portfolios (63.6) 167.3 
Investment gains (losses):
Realized investment losses (3.8) (10.0)
Other investment gains (losses) (3.0) 17.8 
Total investment gains (losses) (6.8) 7.8 
Fee revenue and other income 48.7  51.1 
Total revenues 1,004.1  1,156.5 
Benefits and expenses:
Insurance policy benefits 580.1  636.6 
Liability for future policy benefits remeasurement (gain) loss (12.2) (6.4)
Change in fair value of market risk benefits 15.3  (18.9)
Interest expense 62.0  60.2 
Amortization of deferred acquisition costs and present value of future profits 67.4  60.5 
Gain on extinguishment of borrowings related to variable interest entities
(1.5) — 
Other operating costs and expenses 275.3  278.3 
Total benefits and expenses 986.4  1,010.3 
Income before income taxes 17.7  146.2 
Income tax expense 4.0  33.9 
Net income $ 13.7  112.3 
Earnings per common share:
Basic:
Weighted average shares outstanding 100,743,000  108,964,000 
Net income $ 0.14  $ 1.03 
Diluted:    
Weighted average shares outstanding 103,070,000  110,845,000 
Net income $ 0.13  $ 1.01 








The accompanying notes are an integral part
of the consolidated financial statements.
5


CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (LOSS)
(Dollars in millions)
(unaudited)
Three months ended
March 31,
2025 2024
Net income $ 13.7  $ 112.3 
Other comprehensive income (loss), before tax:
Unrealized gains (losses) on investments 229.4  (114.6)
Adjustment to discount rate for liability for future policy benefits (68.8) 231.7 
Adjustment to instrument-specific credit risk for market risk benefits 1.7  (1.4)
Reclassification adjustments:
For net realized investment losses included in net income 7.1  7.3 
Other comprehensive income (loss) before tax 169.4  123.0 
Income tax (expense) benefit related to items of accumulated other comprehensive income (loss) (37.1) (26.5)
Other comprehensive income (loss), net of tax 132.3  96.5 
Comprehensive income (loss) $ 146.0  $ 208.8 































The accompanying notes are an integral part
of the consolidated financial statements.
6

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Dollars in millions, shares in thousands)
(unaudited)


Common stock
Additional
paid-in
Accumulated other comprehensive Retained
  Shares Amount capital income (loss) earnings Total
Balance, December 31, 2023 109,358  $ 1.1  $ 1,891.5  $ (1,576.8) $ 1,899.8  $ 2,215.6 
Net income —  —  —  —  112.3  112.3 
Other comprehensive income (loss), net of tax
—  —  —  96.5  —  96.5 
Common stock repurchased (1,483) —  (40.0) —  —  (40.0)
Dividends on common stock —  —  —  —  (16.4) (16.4)
Employee benefit plans, net of shares used to pay tax withholdings 694  —  (0.3) —  —  (0.3)
Balance, March 31, 2024 108,569  $ 1.1  $ 1,851.2  $ (1,480.3) $ 1,995.7  $ 2,367.7 
Balance, December 31, 2024 101,619  $ 1.0  $ 1,632.5  $ (1,371.4) $ 2,236.3  $ 2,498.4 
Net income —  —  —  —  13.7  13.7 
Other comprehensive income (loss), net of tax
—  —  —  132.3  —  132.3 
Common stock repurchased (2,482) —  (99.9) —  —  (99.9)
Dividends on common stock —  —  —  —  (16.4) (16.4)
Employee benefit plans, net of shares used to pay tax withholdings 757  —  2.4  —  —  2.4 
Balance, March 31, 2025 99,894  $ 1.0  $ 1,535.0  $ (1,239.1) $ 2,233.6  $ 2,530.5 























The accompanying notes are an integral part
of the consolidated financial statements.
7


CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
(unaudited)
Three months ended
March 31,
  2025 2024
Cash flows from operating activities:    
Insurance policy income $ 589.8  $ 582.1 
Net investment income 360.3  334.4 
Fee revenue and other income 62.1  53.6 
Insurance policy benefits (407.6) (408.0)
Interest expense (34.1) (50.4)
Deferrable policy acquisition costs (114.1) (103.2)
Other operating costs (322.2) (303.8)
Income taxes 2.5  (10.1)
Net cash provided by operating activities
136.7  94.6 
Cash flows from investing activities:    
Sales of investments 462.9  671.0 
Maturities and redemptions of investments 642.0  368.3 
Purchases of investments (1,639.7) (1,064.7)
Net sales (purchases) of trading securities —  4.3 
Other (3.4) (2.5)
Net cash used by investing activities (538.2) (23.6)
Cash flows from financing activities:    
Issuance of common stock 6.5  2.8 
Payments to repurchase common stock (110.3) (58.8)
Common stock dividends paid (16.9) (17.3)
Payments on financing arrangements (3.7) (3.5)
Amounts received for deposit products 574.2  523.9 
Withdrawals from deposit products (899.6) (505.5)
Issuance of investment borrowings:
Federal Home Loan Bank 234.5  222.0 
Payments on investment borrowings:
Federal Home Loan Bank (234.6) (222.1)
Related to variable interest entities (121.5) (251.7)
Net cash provided (used) by financing activities
(571.4) (310.2)
Net increase (decrease) in cash and cash equivalents (972.9) (239.2)
Cash and cash equivalents - unrestricted and including held by variable interest entities, beginning of period 1,997.7  889.0 
Cash and cash equivalents - unrestricted and including held by variable interest entities, end of period $ 1,024.8  $ 649.8 




The accompanying notes are an integral part
of the consolidated financial statements.
8

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


1. BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES

CNO Financial Group, Inc., a Delaware corporation ("CNO"), is a holding company for a group of insurance companies that develop, market and administer health insurance, annuity, individual life insurance and other insurance and financial services products.  The terms "CNO Financial Group, Inc.", "CNO", the "Company", "we", "us", and "our" as used in these financial statements refer to CNO and its subsidiaries.  Such terms, when used to describe insurance business and products, refer to the insurance business and products of CNO's insurance subsidiaries.

We focus on serving middle-income pre-retiree and retired Americans, which we believe are attractive, underserved, high growth markets.  We sell our products through exclusive agents, independent producers (some of whom sell one or more of our product lines exclusively) and direct marketing.

Our unaudited consolidated financial statements reflect normal recurring adjustments that, in the opinion of management, are necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented.  As permitted by rules and regulations of the Securities and Exchange Commission (the "SEC") applicable to quarterly reports on Form 10-Q, we have condensed or omitted certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").  Results for interim periods are not necessarily indicative of the results that may be expected for a full year.

The December 31, 2024 consolidated balance sheet data was derived from the audited consolidated financial statements included in our 2024 Annual Report on Form 10-K. Accordingly, these interim consolidated financial statements should be read together with the consolidated financial statements included in our 2024 Annual Report on Form 10-K.

When we prepare financial statements in conformity with GAAP, we are required to make estimates and assumptions that significantly affect reported amounts of various assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting periods.  For example, we use significant estimates and assumptions to calculate values for deferred acquisition costs, the present value of future profits, fair value measurements of certain investments (including derivatives), allowance for credit losses and other-than-temporary impairments of investments, assets and liabilities related to income taxes, liabilities for insurance products, liabilities related to litigation, guaranty fund assessment accruals, goodwill and intangible assets, and fee revenue.  If our future experience differs from these estimates and assumptions, our financial statements could be materially affected.

The accompanying financial statements are unaudited and include the accounts of the Company and its subsidiaries. Our consolidated financial statements exclude transactions between us and our consolidated affiliates, or among our consolidated affiliates.

Recently Adopted Accounting Standards

We adopted Accounting Standards Update 2023-07, Segment Reporting (Topic 280): Improvements to Reportable
Segment Disclosures ("ASU 2023-07") effective January 1, 2024. ASU 2023-07 is intended to improve reportable segment
disclosure requirements primarily through enhanced disclosures about significant segment expenses. Such requirements
include: (i) disclosures on significant segment expenses that are regularly provided to the chief operating decision maker
("CODM") and included within each reported measure of segment profit or loss on an annual and interim basis; (ii)
disclosures of an amount for other segment items by reportable segment and a description of its composition on an annual
and interim basis (the other segment items category is the difference between segment revenues less the segment expenses
disclosed pursuant to the new guidance); (iii) providing all annual disclosures on a reportable segment’s profit or loss and
assets currently required by Financial Accounting Standards Board ("FASB") ASC Topic 280, Segment Reporting, in
interim periods; and (iv) specifying the title and position of the CODM and an explanation of how the CODM uses the
reported measures to assess segment performance and make decisions about allocating resources. The adoption of ASU
2023-07 did not have an impact on our financial position or results of operations, and did not have a material impact on our
disclosures. The adoption was made retrospectively.



9

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


Recently Issued Accounting Standards

In November 2024, the FASB issued Accounting Standards Update 2024-03, Income Statement—Reporting
Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses (“ASU 2024-03”), which requires disclosure of additional information about specific expense categories in the
notes to the financial statements. ASU 2024-03 is effective for annual periods beginning after December 15, 2026 and for
interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. ASU 2024-03 may be
applied retrospectively or prospectively. The Company is currently evaluating the effect of this update on its consolidated
financial statements and related disclosures.

In December 2023, the FASB issued Accounting Standards Update 2023-09, Income Taxes (Topic 740):
Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 is intended to improve the effectiveness of
income tax disclosures by requiring, among other things, the disclosure on an annual basis of: (i) specific categories in the
rate reconciliation; and (ii) additional information for reconciling items that meet a quantitative threshold. In addition, ASU
2023-09 requires disclosure (on an annual basis) of the following information about income taxes paid: (i) the amount of
income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes; and (ii) the amount
of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of
refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). ASU 2023-09 is
effective for annual periods beginning January 1, 2025, to be applied prospectively with an option for retrospective
application (with early adoption permitted). The adoption of ASU 2023-09 will modify our disclosures but will not have an
impact on our financial position or results of operations.

Revision of Prior Period Amounts

Certain amounts presented in the prior years’ consolidated balance sheet and consolidated statement of operations as of March 31, 2024 and related footnotes thereto have been corrected to conform with the current period presentation. During the fourth quarter of 2024, the Company corrected certain immaterial errors that resulted in misclassifications related to market risk benefits.

Upon the adoption of Accounting Standards Update 2018-12, Financial Services—Insurance (Topic 944): Targeted Improvements to the Accounting for Long-Duration Contracts, the Company recorded the fair value of the market risk benefit ("MRB") in policyholder account balances, resulting in no initial MRB presented separately on the consolidated balance sheet. MRBs are required to be presented separately in the consolidated balance sheet. Subsequent to transaction inception, the resulting accumulated change in the fair value of the MRBs was recorded as market risk benefits within the consolidated balance sheet. Additionally, the transaction’s resulting policyholder account balance discount was accreted in change in fair value of MRBs. This accretion should have been recorded in insurance policy benefits within the consolidated statement of operations.

To correct for the error, the Company increased insurance policy benefits by $5.2 million and decreased change in fair value of market risk benefits by $5.2 million within the consolidated statement of operations for the three months ended March 31, 2024.













10

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

2. INVESTMENTS

We classify our fixed maturity securities into one of two categories: (i) "available for sale" (which we carry at estimated fair value with any unrealized gain or loss, net of any allowance for credit losses and income taxes, recorded as a component of shareholders' equity); or (ii) "trading" (which we carry at estimated fair value with changes in such value recognized as either net investment income (classified as investment income from policyholder and other special-purpose portfolios) or investment gains (losses)).

Trading securities include: (i) investments purchased with the intent of selling in the near term to generate income; and (ii) certain fixed maturity securities containing embedded derivatives for which we have elected the fair value option.  The change in fair value of the income generating investments is recognized in income from policyholder and other special-purpose portfolios in the consolidated statement of operations. The change in fair value of securities with embedded derivatives is recognized in other investment gains (losses) in the consolidated statement of operations.

We review our available for sale fixed maturity securities with unrealized losses to determine whether such impairments are the result of credit losses. We analyze various factors to make such determinations including, but not limited to: (i) actions taken by rating agencies; (ii) default by the issuer; (iii) the significance of the decline; (iv) an assessment of our intent to sell the security before recovering the security's amortized cost; (v) an economic analysis of the issuer's industry; and (vi) the financial strength, liquidity, and recoverability of the issuer. We perform a security by security review each quarter to evaluate whether a credit loss has occurred.

In determining the credit loss component, we discount the estimated cash flows on a security by security basis. We consider the impact of macroeconomic conditions on inputs used to measure the amount of credit loss. For most structured securities, cash flow estimates are based on bond-specific facts and circumstances that may include collateral characteristics, expectations of delinquency and default rates, loss severity, prepayment speeds and structural support, including over-collateralization, excess spread, subordination and guarantees. For corporate bonds, cash flow estimates are derived by considering asset type, rating, time to maturity, and applying an expected loss rate.

If a portion of the decline is due to credit-related factors, we separate the credit loss component of the impairment from the amount related to all other factors. The credit loss component is recorded as an allowance and reported in other investment gains (losses) (limited to the difference between estimated fair value and amortized cost). The impairment related to all other factors (non-credit factors) is reported in accumulated other comprehensive income (loss) along with unrealized gains (losses) related to fixed maturity investments, available for sale, net of tax and related adjustments. The allowance is adjusted for any additional credit losses and subsequent recoveries. When recognizing an allowance associated with a credit loss, the cost basis is not adjusted. When we determine a security is uncollectible, the remaining amortized cost will be written off.
  
If we intend to sell an impaired fixed maturity security, available for sale, or identify an impaired fixed maturity security, available for sale, for which it is more likely than not we will be required to sell before anticipated recovery, the difference between the fair value and the amortized cost is included in other investment gains (losses) and the fair value becomes the new amortized cost. The new cost basis is not adjusted for any subsequent recoveries in fair value.

The Company reports accrued investment income separately from fixed maturities, available for sale, and has elected not to measure an allowance for credit losses for accrued investment income. Accrued investment income is written off through net investment income at the time the issuer of the bond defaults or is expected to default on payments.


11

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

At March 31, 2025, the amortized cost, gross unrealized gains, gross unrealized losses, allowance for credit losses and estimated fair value of fixed maturities, available for sale, were as follows (dollars in millions):
Amortized cost Gross unrealized gains Gross unrealized losses Allowance for credit losses Estimated fair value
Corporate securities $ 13,942.0  $ 80.1  $ (1,553.8) $ (33.1) $ 12,435.2 
Certificates of deposit 470.0  0.7  —  —  470.7 
United States Treasury securities and obligations of United States government corporations and agencies 216.3  —  (22.9) —  193.4 
States and political subdivisions 3,297.6  23.1  (383.4) (3.1) 2,934.2 
Foreign governments 109.0  0.3  (14.4) (1.0) 93.9 
Asset-backed securities 1,625.7  9.3  (58.4) (0.1) 1,576.5 
Agency residential mortgage-backed securities 812.1  8.1  (1.6) —  818.6 
Non-agency residential mortgage-backed securities 1,665.0  37.0  (111.8) —  1,590.2 
Collateralized loan obligations 1,009.2  2.2  (6.5) —  1,004.9 
Commercial mortgage-backed securities 2,324.2  3.6  (160.8) (1.6) 2,165.4 
Total fixed maturities, available for sale $ 25,471.1  $ 164.4  $ (2,313.6) $ (38.9) $ 23,283.0 

At December 31, 2024, the amortized cost, gross unrealized gains, gross unrealized losses, allowance for credit losses and estimated fair value of fixed maturities, available for sale, were as follows (dollars in millions):
Amortized cost Gross unrealized gains Gross unrealized losses Allowance for credit losses Estimated fair value
Corporate securities $ 13,785.3  $ 60.4  $ (1,663.3) $ (31.1) $ 12,151.3 
Certificates of deposit 470.0  18.3  —  —  $ 488.3 
United States Treasury securities and obligations of United States government corporations and agencies 214.8  —  (28.6) —  186.2 
States and political subdivisions 3,261.9  12.2  (436.4) (3.4) 2,834.3 
Foreign governments 107.3  0.1  (15.3) (0.9) 91.2 
Asset-backed securities 1,574.6  8.3  (66.5) (0.1) 1,516.3 
Agency residential mortgage-backed securities 819.8  5.3  (5.5) —  819.6 
Non-agency residential mortgage-backed securities 1,636.3  33.5  (130.8) —  1,539.0 
Collateralized loan obligations 1,015.2  5.6  (4.0) —  1,016.8 
Commercial mortgage-backed securities 2,379.1  3.7  (183.7) (1.6) 2,197.5 
Total fixed maturities, available for sale $ 25,264.3  $ 147.4  $ (2,534.1) $ (37.1) $ 22,840.5 


12

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table sets forth the amortized cost and estimated fair value of fixed maturities, available for sale, at March 31, 2025, by contractual maturity.  Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.  Structured securities (such as asset-backed securities, agency residential mortgage-backed securities, non-agency residential mortgage-backed securities, collateralized loan obligations and commercial mortgage-backed securities, collectively referred to as "structured securities") frequently include provisions for periodic principal payments and permit periodic unscheduled payments.
Amortized
cost
Estimated
fair
value
  (Dollars in millions)
Due in one year or less $ 756.5  $ 756.1 
Due after one year through five years 2,301.3  2,261.8 
Due after five years through ten years 2,270.5  2,242.2 
Due after ten years 12,706.6  10,867.5 
Subtotal 18,034.9  16,127.6 
Structured securities 7,436.2  7,155.4 
Total fixed maturities, available for sale $ 25,471.1  $ 23,283.0 

Gross Unrealized Investment Losses

Our investment strategy is to manage, over a sustained period and within acceptable parameters of quality and risk, capital efficiency through active strategic asset allocation and investment management. Accordingly, we may sell securities at a gain or a loss to enhance the projected total return of the portfolio as market opportunities change, to reflect changing perceptions of risk, or to better match certain characteristics of our investment portfolio with the corresponding characteristics of our insurance liabilities.

The following table summarizes the gross unrealized losses and fair values of our investments with unrealized losses for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that such securities have been in a continuous unrealized loss position, at March 31, 2025 (dollars in millions):

  Less than 12 months 12 months or greater Total
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Corporate securities $ 731.5  $ (20.9) $ 3,133.2  $ (481.9) $ 3,864.7  $ (502.8)
United States Treasury securities and obligations of United States government corporations and agencies 44.2  (2.9) 147.4  (20.0) 191.6  (22.9)
States and political subdivisions 289.8  (4.6) 803.2  (154.3) 1,093.0  (158.9)
Foreign governments 6.2  (0.1) 2.6  (0.1) 8.8  (0.2)
Asset-backed securities 105.7  (0.8) 788.9  (56.5) 894.6  (57.3)
Agency residential mortgage-backed securities 197.0  (1.5) 3.0  (0.1) 200.0  (1.6)
Non-agency residential mortgage-backed securities 85.5  (0.7) 863.9  (111.1) 949.4  (111.8)
Collateralized loan obligations 644.0  (3.7) 56.0  (2.8) 700.0  (6.5)
Commercial mortgage-backed securities 192.6  (0.7) 1,553.1  (160.2) 1,745.7  (160.9)
Total fixed maturities, available for sale $ 2,296.5  $ (35.9) $ 7,351.3  $ (987.0) $ 9,647.8  $ (1,022.9)

13

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table summarizes the gross unrealized losses and fair values of our investments with unrealized losses for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that such securities have been in a continuous unrealized loss position, at December 31, 2024 (dollars in millions):

  Less than 12 months 12 months or greater Total
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Fair
value
Unrealized
losses
Corporate securities $ 1,200.7  $ (35.5) $ 4,035.6  $ (740.7) $ 5,236.3  $ (776.2)
United States Treasury securities and obligations of United States government corporations and agencies 44.7  (3.8) 141.5  (24.8) 186.2  (28.6)
States and political subdivisions 831.9  (20.5) 896.1  (212.1) 1,728.0  (232.6)
Foreign governments 17.4  (1.0) 10.0  (1.1) 27.4  (2.1)
Asset-backed securities 124.8  (1.3) 807.9  (64.3) 932.7  (65.6)
Agency residential mortgage-backed securities 297.1  (5.3) 3.1  (0.2) 300.2  (5.5)
Non-agency residential mortgage-backed securities 128.0  (1.4) 884.6  (129.4) 1,012.6  (130.8)
Collateralized loan obligations 162.9  (0.7) 66.8  (3.3) 229.7  (4.0)
Commercial mortgage-backed securities 174.5  (1.2) 1,642.7  (182.5) 1,817.2  (183.7)
Total fixed maturities, available for sale $ 2,982.0  $ (70.7) $ 8,488.3  $ (1,358.4) $ 11,470.3  $ (1,429.1)

Based on management's current assessment of investments with unrealized losses at March 31, 2025, the Company believes the issuers of the securities will continue to meet their obligations.  While we do not have the intent to sell securities with unrealized losses and it is not more likely than not that we will be required to sell securities with unrealized losses prior to their anticipated recovery, our intent on an individual security may change, based upon market or other unforeseen developments. In such instances, if a loss is recognized from a sale subsequent to a balance sheet date due to these unexpected developments, the loss is recognized in the period in which we had the intent to sell the security before its anticipated recovery.

The following table summarizes changes in the allowance for credit losses related to fixed maturities, available for sale, for the three months ended March 31, 2025 (dollars in millions):
For the three months ended
 March 31, 2025
Corporate securities
Other
Total
Allowance at December 31, 2024 $ 31.1  $ 6.0  $ 37.1 
Additions for securities for which credit losses were not previously recorded 2.5  —  2.5 
Additions (reductions) for securities where an allowance was previously recorded 0.8  (0.2) 0.6 
Reduction for securities disposed during the period (1.3) —  (1.3)
Allowance at March 31, 2025 $ 33.1  $ 5.8  $ 38.9 


14

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table summarizes changes in the allowance for credit losses related to fixed maturities, available for sale, for the three months ended March 31, 2024 (dollars in millions):
For the three months ended
 March 31, 2024
Corporate securities
Other
Total
Allowance at December 31, 2023 $ 41.7  $ 1.2  $ 42.9 
Additions for securities for which credit losses were not previously recorded 2.2  —  2.2 
Additions (reductions) for securities where an allowance was previously recorded (6.1) 0.1  (6.0)
Reduction for securities disposed during the period (0.1) —  (0.1)
Allowance at March 31, 2024 $ 37.7  $ 1.3  $ 39.0 

Mortgage Loans

Mortgage loans are carried at amortized unpaid balance, net of allowance for estimated credit losses. Interest income is accrued on the principal amount of the loan based on the loan's contractual interest rate. Payment terms specified for mortgage loans may include a prepayment penalty for unscheduled payoff of the investment. Prepayment penalties are recognized as investment income when received.

The allowance for estimated credit losses is measured using a loss-rate method on an individual asset basis. Inputs used include asset-specific characteristics, current economic conditions, historical loss information and reasonable and supportable forecasts about future economic conditions.

The mortgage loan balance was comprised of commercial and residential mortgage loans. At March 31, 2025, we held commercial mortgage loan investments with an amortized cost and fair value of $1,539.8 million and $1,417.9 million, respectively. At March 31, 2025, there were no commercial mortgage loans that were non-current or in the process of foreclosure.

The following table provides the amortized cost by year of origination and estimated fair value of our outstanding commercial mortgage loans and the underlying collateral as of March 31, 2025 (dollars in millions):
Estimated fair
value
Loan-to-value ratio (a) 2025 2024 2023 2022 2021 Prior Total amortized cost Commercial mortgage loans Collateral
Less than 60%
$ 25.9  $ 153.6  $ 170.3  $ 143.9  $ 126.0  $ 470.4  $ 1,090.1  $ 1,012.1  $ 3,584.5 
60% to less than 70%
10.0  31.3  105.7  24.3  —  23.9  195.2  185.5  301.6 
70% to less than 80%
18.3  —  29.5  77.6  5.7  38.1  169.2  148.4  227.8 
80% to less than 90%
—  —  —  61.1  —  14.4  75.5  64.3  89.8 
90% to less than 100%
—  —  —  —  —  1.9  1.9  1.4  2.0 
100% or greater
—  —  —  —  7.8  —  7.8  6.2  7.8 
Total $ 54.2  $ 184.9  $ 305.5  $ 306.9  $ 139.5  $ 548.7  $ 1,539.7  $ 1,417.9  $ 4,213.5 
________________
(a)Loan-to-value ratios are calculated as the ratio of: (i) the amortized cost of the commercial mortgage loans; to (ii) the estimated fair value of the underlying collateral.

At March 31, 2025, we held residential mortgage loan investments with an amortized cost and fair value of $1,081.5 million and $1,091.2 million, respectively. We consider current or non-current loan status as our primary credit quality indicator in conjunction with other quantitative and qualitative factors. We define non-current loans as those that are 90 or more days past-due and/or in nonaccrual status. At March 31, 2025, there were 26 residential mortgage loans that were non-current with an amortized cost of $20.2 million (of which, nine loans with an amortized cost of $4.9 million were in foreclosure).

15

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table summarizes changes in the allowance for credit losses related to mortgage loans for the three months ended March 31, 2025 and 2024 (dollars in millions):
Three months ended
March 31,
2025 2024
Allowance at the beginning of the period $ 13.6  $ 15.4 
Increase in provision for expected credit losses 6.5  1.2 
Allowance at the end of the period $ 20.1  $ 16.6 

Total Investment Gains (Losses)

The following table sets forth the total investment gains (losses) for the periods indicated (dollars in millions):

Three months ended
March 31,
  2025 2024
Realized investment gains (losses):  
Gross realized gains on sales of fixed maturities, available for sale $ 1.0  $ 2.1 
Gross realized losses on sales of fixed maturities, available for sale (2.8) (5.9)
Other, net (2.0) (6.2)
Total realized investment losses (3.8) (10.0)
Change in allowance for credit losses (a)
(9.6) 1.5 
Change in fair value of equity securities (b) (2.5) 0.9 
Other changes in fair value (c) 9.1  11.6 
Gain on liquidation of variable interest entities —  3.8 
Other investment gains (losses) (3.0) 17.8 
Total investment gains (losses) $ (6.8) $ 7.8 
_________________
(a)    Changes in the allowance for credit losses includes $(1.3) million and $(1.2) million in the three months ended March 31, 2025 and 2024, respectively, related to investments held by variable interest entities ("VIEs").
(b)    Changes in the estimated fair value of equity securities (that are still held as of the end of the respective periods) were $0.4 million and $1.0 million in the three months ended March 31, 2025 and 2024, respectively.
(c)    Comprised of $7.9 million and $11.3 million of gains related to certain other invested assets and fixed maturity investments with embedded derivatives, including the change in fair value, in the three months ended March 31, 2025 and 2024, respectively, and the increase in fair value of embedded derivatives related to a modified coinsurance agreement of $1.2 million and $0.3 million in the three months ended March 31, 2025 and 2024, respectively. Changes in the estimated fair value of securities that we have elected the fair value option (that are still held as of the end of the respective periods) were $5.8 million and $4.8 million in the three months ended March 31, 2025 and 2024, respectively.

Our fixed maturity investments are generally purchased in the context of various long-term strategies, including funding insurance liabilities, so we do not generally seek to generate short-term realized gains through the purchase and sale of such securities.  In certain circumstances, including those in which securities are selling at prices which exceed our view of their underlying economic value, or when it is possible to reinvest the proceeds to better meet our long-term asset-liability objectives, we may sell certain securities.

At March 31, 2025, the amortized cost and carrying value of fixed maturities that were non-income producing were $5.7 million and $4.2 million, respectively.

16

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

During the first three months of 2025, the $2.8 million of gross realized losses on sales of $230.3 million of fixed maturity securities, available for sale, primarily related to various corporate securities. Securities are generally sold at a loss following unforeseen sector or issuer-specific events or conditions, shifts in perceived credit quality relative values, or in connection with strategic asset repositionings related to changes in market conditions.

During the first three months of 2024, the $5.9 million of gross realized losses on sales of $197.1 million of fixed maturity securities, available for sale, included: (i) $3.5 million related to various corporate securities; (ii) $1.1 million related to commercial mortgage-backed securities; and (iii) $1.3 million related to various other investments.

Future events may occur, or additional information may become available, which may necessitate future realized losses in our portfolio.  Significant losses could have a material adverse effect on our consolidated financial statements in future periods.
17

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

3. FAIR VALUE MEASUREMENTS

Fair value is 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 and, therefore, represents an exit price, not an entry price.  We carry certain assets and liabilities at fair value on a recurring basis, including fixed maturities, equity securities, trading securities, investments held by VIEs, derivatives, separate account assets and embedded derivatives.  We carry our company-owned life insurance ("COLI"), which is invested in a series of mutual funds, at its cash surrender value which approximates fair value. In addition, we disclose fair value for certain financial instruments that are not carried at fair value, including mortgage loans, policy loans, cash and cash equivalents, insurance liabilities for interest-sensitive products and funding agreements, investment borrowings, notes payable and borrowings related to VIEs.

The degree of judgment utilized in measuring the fair value of financial instruments is largely dependent on the level to which pricing is based on observable inputs.  Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our view of market assumptions in the absence of observable market information. Financial instruments with readily available active quoted prices would be considered to have fair values based on the highest level of observable inputs, and little judgment would be utilized in measuring fair value.  Financial instruments that rarely trade would often have fair value based on a lower level of observable inputs, and more judgment would be utilized in measuring fair value.

Valuation Hierarchy

There is a three-level hierarchy for valuing assets or liabilities at fair value based on whether inputs are observable or unobservable.

•Level 1 – includes assets and liabilities valued using inputs that are unadjusted quoted prices in active markets for identical assets or liabilities.  Our Level 1 assets primarily include cash and cash equivalents and exchange-traded securities.

•Level 2 – includes assets and liabilities valued using inputs that are quoted prices for similar assets in an active market, quoted prices for identical or similar assets in a market that is not active, observable inputs, or observable inputs that can be corroborated by market data.  Level 2 assets and liabilities include those financial instruments that are valued by independent pricing services using models or other valuation methodologies.  These models consider various inputs such as credit rating, maturity, corporate credit spreads, reported trades and other inputs that are observable or derived from observable information in the marketplace or are supported by transactions executed in the marketplace. Financial assets in this category primarily include: certain publicly registered and privately placed corporate fixed maturity securities; certain government or agency securities; certain mortgage and asset-backed securities; certain equity securities; most investments held by our consolidated VIEs; and derivatives such as call options. Financial liabilities in this category include investment borrowings, notes payable and borrowings related to VIEs.

•Level 3 – includes assets and liabilities valued using unobservable inputs that are used in model-based valuations that contain management assumptions.  Level 3 assets and liabilities include those financial instruments whose fair value is estimated based on broker-dealer quotes, pricing services or internally developed models or methodologies utilizing significant inputs not based on, or corroborated by, readily available market information.  Financial assets in this category include certain corporate securities, certain structured securities, mortgage loans, policy loans and other less liquid securities.  Financial liabilities in this category include our insurance liabilities for interest-sensitive products, which includes embedded derivatives (including embedded derivatives related to our fixed indexed annuity products and to a modified coinsurance arrangement), and funding agreements since their values include significant unobservable inputs, including actuarial assumptions.

At each reporting date, we classify assets and liabilities into the three input levels based on the lowest level of input that is significant to the measurement of fair value for each asset and liability reported at fair value.  This classification is impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction and overall market conditions.  Our assessment of the significance of a particular input to the fair value measurement and the ultimate classification of each asset and liability requires judgment and is subject to change from period to period based on the observability of the valuation inputs.

18

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The vast majority of our assets carried at fair value use Level 2 inputs for the determination of fair value.  These fair values are obtained primarily from independent pricing services, which use Level 2 inputs for the determination of fair value.  Our Level 2 assets are valued as follows:

Fixed maturities available for sale, equity securities and trading securities

Corporate securities are generally priced using market and income approaches using independent pricing services. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, issuer rating, benchmark yields, maturity and credit spreads.

U.S. Treasuries and obligations of U.S. Government corporations and agencies are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets and maturity.

States and political subdivisions are generally priced using the market approach using independent pricing services. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, new issuances and credit spreads.

Foreign governments are generally priced using the market approach using independent pricing services. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, new issuances, benchmark yields, credit spreads and issuer rating.

Asset-backed securities, agency and non-agency residential mortgage-backed securities, collateralized loan obligations and commercial mortgage-backed securities are generally priced using market and income approaches using independent pricing services. Inputs generally consist of quoted prices in inactive markets, spreads on actively traded securities, expected prepayments, expected default rates, expected recovery rates and issue specific information including, but not limited to, collateral type, seniority and vintage.

Equity securities are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, issuer rating, benchmark yields, maturity and credit spreads.

Investments held by VIEs

Corporate securities are generally priced using market and income approaches using independent pricing vendors. Inputs generally consist of issuer rating, benchmark yields, maturity, and credit spreads.

Other invested assets - derivatives

The fair value measurements for derivative instruments, including embedded derivatives requiring bifurcation, are determined based on the consideration of several inputs including closing exchange or over-the-counter market price quotes, time value and volatility factors underlying options, market interest rates and non-performance risk.

Third-party pricing services normally derive security prices through recently reported trades for identical or similar securities making adjustments through the reporting date based upon observable market information.  If there are no recently reported trades, the third-party pricing services may use matrix or model processes to develop a security price where future cash flow expectations are discounted at an estimated risk-adjusted market rate.  The number of prices obtained for a given security is dependent on the Company's analysis of such prices as further described below.

As the Company is responsible for the determination of fair value, we have control processes designed to ensure that the fair values received from third-party pricing sources are reasonable and the valuation techniques and assumptions used appear reasonable and consistent with prevailing market conditions. Additionally, when inputs are provided by third-party pricing sources, we have controls in place to review those inputs for reasonableness. As part of these controls, we perform monthly quantitative and qualitative analysis on the prices received from third parties to determine whether the prices are reasonable estimates of fair value.
19

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The Company's analysis includes: (i) a review of the methodology used by third-party pricing services; (ii) where available, a comparison of multiple pricing services' valuations for the same security; (iii) a review of month to month price fluctuations; (iv) a review to ensure valuations are not unreasonably dated; and (v) back testing to compare actual purchase and sale transactions with valuations received from third parties. As a result of such procedures, the Company may conclude a particular price received from a third-party is not reflective of current market conditions. In those instances, we may request additional pricing quotes or apply internally developed valuations. However, the number of such instances is insignificant and the aggregate change in value of such investments is not materially different from the original prices received.

The categorization of the fair value measurements of our investments priced by independent pricing services was based upon the Company's judgment of the inputs or methodologies used by the independent pricing services to value different asset classes. The Company categorizes such fair value measurements based upon asset classes and the underlying observable or unobservable inputs used to value such investments.

For securities that are not priced by pricing services and may not be reliably priced using pricing models, we obtain broker quotes.  These broker quotes are non-binding and represent an exit price, but assumptions used to establish the fair value may not be observable and therefore represent Level 3 inputs.  Approximately 95 percent of our Level 3 fixed maturity securities and trading securities were valued using unadjusted broker quotes or broker-provided valuation inputs.  The remaining Level 3 fixed maturity investments do not have readily determinable market prices and/or observable inputs.  For these securities, we use internally developed valuations.  Key assumptions used to determine fair value for these securities may include risk premiums, projected performance of underlying collateral and other factors involving significant assumptions which may not be reflective of an active market.  For certain investments, we use a matrix or model process to develop a security price where future cash flow expectations are discounted at an estimated market rate.  The pricing matrix incorporates term interest rates as well as a spread level based on the issuer's credit rating, other factors relating to the issuer, and the security's maturity.  In some instances issuer-specific spread adjustments, which can be positive or negative, are made based upon internal analysis of security specifics such as liquidity, deal size, and time to maturity.

20

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The categorization of fair value measurements, by input level, for our financial instruments carried at fair value on a recurring basis at March 31, 2025 is as follows (dollars in millions):
  Quoted prices in active markets
 for identical assets or liabilities
(Level 1)
Significant other observable inputs
(Level 2)
Significant unobservable inputs
 (Level 3)
Total
Assets:        
Fixed maturities, available for sale:        
Corporate securities $ —  $ 12,212.7  $ 222.5  $ 12,435.2 
Certificates of deposit —  470.7  —  470.7 
United States Treasury securities and obligations of United States government corporations and agencies —  193.4  —  193.4 
States and political subdivisions —  2,934.3  —  2,934.3 
Foreign governments —  93.9  —  93.9 
Asset-backed securities —  1,525.9  50.6  1,576.5 
Agency residential mortgage-backed securities —  818.6  —  818.6 
Non-agency residential mortgage-backed securities —  1,590.0  —  1,590.0 
Collateralized loan obligations —  1,004.9  —  1,004.9 
Commercial mortgage-backed securities —  2,161.3  4.2  2,165.5 
Total fixed maturities, available for sale —  23,005.7  277.3  23,283.0 
Equity securities - corporate securities 119.6  156.2  73.3  349.1 
Trading securities:        
Asset-backed securities —  40.5  —  40.5 
Agency residential mortgage-backed securities —  99.2  —  99.2 
Non-agency residential mortgage-backed securities —  53.1  —  53.1 
Collateralized loan obligations —  9.4  —  9.4 
Commercial mortgage-backed securities —  105.8  —  105.8 
Total trading securities —  308.0  —  308.0 
Investments held by variable interest entities - corporate securities —  380.2  —  380.2 
Other invested assets:
Derivatives —  149.6  —  149.6 
Residual tranches —  8.3  2.6  10.9 
Total other invested assets —  157.9  2.6  160.5 
Assets held in separate accounts —  3.1  —  3.1 
Total assets carried at fair value by category $ 119.6  $ 24,011.1  $ 353.2  $ 24,483.9 
Residual tranches measured at net asset value
99.2 
Total assets carried at fair value
$ 24,583.1 
Liabilities:        
Market risk benefit liability $ —  $ —  $ 73.6  $ 73.6 
Embedded derivatives associated with fixed indexed annuity products —  —  1,481.9  1,481.9 
Total liabilities carried at fair value by category $ —  $ —  $ 1,555.5  $ 1,555.5 
21

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The categorization of fair value measurements, by input level, for our financial instruments carried at fair value on a recurring basis at December 31, 2024 is as follows (dollars in millions):
  Quoted prices in active markets
 for identical assets or liabilities
(Level 1)
Significant other observable inputs
 (Level 2)
Significant unobservable inputs 
(Level 3)
Total
Assets:        
Fixed maturities, available for sale:        
Corporate securities $ —  $ 12,023.1  $ 128.0  $ 12,151.1 
Certificates of deposit —  488.3  —  488.3 
United States Treasury securities and obligations of United States government corporations and agencies —  186.2  —  186.2 
States and political subdivisions —  2,834.3  —  2,834.3 
Foreign governments —  91.2  —  91.2 
Asset-backed securities —  1,496.6  19.8  1,516.4 
Agency residential mortgage-backed securities —  819.6  —  819.6 
Non-agency residential mortgage-backed securities —  1,539.1  —  1,539.1 
Collateralized loan obligations —  1,012.8  4.0  1,016.8 
Commercial mortgage-backed securities —  2,193.4  4.1  2,197.5 
Total fixed maturities, available for sale —  22,684.6  155.9  22,840.5 
Equity securities - corporate securities 64.0  24.6  73.4  162.0 
Trading securities:        
Asset-backed securities —  40.6  —  40.6 
Agency residential mortgage-backed securities —  97.1  —  97.1 
Non-agency residential mortgage-backed securities —  53.3  —  53.3 
Collateralized loan obligations —  9.5  —  9.5 
Commercial mortgage-backed securities —  103.7  —  103.7 
Total trading securities —  304.2  —  304.2 
Investments held by variable interest entities - corporate securities —  432.3  —  432.3 
Other invested assets:
Derivatives —  279.0  —  279.0 
Residual tranches —  1.5  95.4  96.9 
Total other invested assets —  280.5  95.4  375.9 
Assets held in separate accounts —  3.3  —  3.3 
Total assets carried at fair value by category $ 64.0  $ 23,729.5  $ 324.7  $ 24,118.2 
Liabilities:        
Market risk benefit liability $ —  $ —  $ 60.0  $ 60.0 
Embedded derivatives associated with fixed indexed annuity products —  —  1,493.2  1,493.2 
Total liabilities carried at fair value by category $ —  $ —  $ 1,553.2  $ 1,553.2 

22

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The fair value of our financial instruments not carried at fair value on a recurring basis are as follows (dollars in millions):
March 31, 2025
  Quoted prices in active markets for identical assets or liabilities
(Level 1)
Significant other observable inputs
 (Level 2)
Significant unobservable inputs 
(Level 3)
Total estimated fair value Total carrying amount
Assets:        
Mortgage loans $ —  $ —  $ 2,509.1  $ 2,509.1  $ 2,601.2 
Policy loans —  —  136.4  136.4  136.4 
Other invested assets:
Company-owned life insurance (a) —  405.3  —  405.3  405.3 
Cash and cash equivalents:
Unrestricted 928.2  —  —  928.2  928.2 
Held by variable interest entities 96.6  —  —  96.6  96.6 
Total
1,024.8  405.3  2,645.5  4,075.6  4,167.7 
Liabilities:  
Policyholder account balances —  —  17,346.0  17,346.0  17,346.0 
Investment borrowings —  2,189.4  —  2,189.4  2,188.6 
Borrowings related to variable interest entities —  375.8  —  375.8  375.1 
Notes payable – direct corporate obligations —  1,844.9  —  1,844.9  1,834.2 
_________
(a)Includes $215.7 million of COLI purchased as an investment vehicle to fund our agent deferred compensation plan, as further described in the footnote to the consolidated financial statements entitled "Agent Deferred Compensation Plan" within our 2024 Form 10-K, and a $189.6 million investment in a COLI policy for key employees that is recorded in our general account assets.
23

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

December 31, 2024
  Quoted prices in active markets for identical assets or liabilities
(Level 1)
Significant other observable inputs
 (Level 2)
Significant unobservable inputs 
(Level 3)
Total estimated fair value Total carrying amount
Assets:        
Mortgage loans $ —  $ —  $ 2,376.0  $ 2,376.0  $ 2,506.3 
Policy loans —  —  135.3  135.3  135.3 
Other invested assets:
Company-owned life insurance (a) —  402.1  —  402.1  402.1 
Cash and cash equivalents:
Unrestricted 1,656.7  —  —  1,656.7  1,656.7 
Held by variable interest entities 341.0  —  —  341.0  341.0 
Total
1,997.7  402.1  2,511.3  4,911.1  5,041.4 
Liabilities:
Policyholder account balances —  —  17,615.8  17,615.8  17,615.8 
Investment borrowings —  2,189.8  —  2,189.8  2,188.8 
Borrowings related to variable interest entities —  499.0  —  499.0  497.6 
Notes payable – direct corporate obligations —  1,837.9  —  1,837.9  1,833.5 
_________
(a)Includes $212.6 million of COLI purchased as an investment vehicle to fund our agent deferred compensation plan, as further described in the footnote to the consolidated financial statements entitled "Agent Deferred Compensation Plan" within our 2024 Form 10-K, and a $189.5 million investment in a COLI policy for key employees that is recorded in our general account assets.

24

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table presents additional information about assets measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value for the three months ended March 31, 2025 (dollars in millions):
For the three months ended March 31, 2025
  Equity Securities Other Invested Assets
  Total Fixed Maturities Corporate Securities Residual Tranches Total
Beginning of period $ 155.9  $ 73.4  $ 95.4  $ 324.7 
Gains (losses) included in net income —  (0.1) —  (0.1)
Gains (losses) included in accumulated other comprehensive loss 2.9  —  —  2.9 
Purchases, sales issuances, and settlements (b)
Purchases 81.6  —  —  81.6 
Sales (14.8) —  —  (14.8)
Transfers into Level 3 (a) 66.0  —  —  66.0 
Transfers out of Level 3 (a) (14.3) —  (92.8) (107.1)
End of period $ 277.3  $ 73.3  $ 2.6  $ 353.2 
Change in unrealized gains or losses for the period included in net income for assets held at the end of the reporting period $ 0.1  $ (0.1) $ —  $ — 
Change in unrealized gains or losses for the period included in other comprehensive loss for assets held at the end of the reporting period $ 1.9  $ —  $ —  $ 1.9 
_________
(a)Transfers into Level 3 are the result of unobservable inputs utilized within valuation methodologies for assets that were previously valued using observable inputs. Transfers out of Level 3 are due to the use of observable inputs in valuation methodologies as well as the utilization of independent pricing service information for certain assets that the Company is able to validate.
(b)Purchases, sales, issuances and settlements represent the activity that occurred during the period that results in a change of the asset but does not represent changes in fair value for the instruments held at the beginning of the period.  Such activity primarily consists of purchases and sales of fixed maturity and equity securities. There were no issuances or settlements during the three months ended March 31, 2025.
25

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table presents additional information about assets measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value for the three months ended March 31, 2024 (dollars in millions):
For the three months ended March 31, 2024
  Equity Securities Other Invested Assets
  Total Fixed Maturities Corporate Securities Residual Tranches Total
Beginning of period $ 197.9  $ 72.7  $ 31.5  $ 302.1 
Gains (losses) included in net income 4.4  (0.1) 6.4  10.7 
Gains (losses) included in accumulated other comprehensive loss (5.6) —  —  (5.6)
Purchases, sales issuances, and settlements (b)
Purchases 6.8  —  9.2  16.0 
Sales (0.3) —  (1.3) (1.6)
Transfers into Level 3 (a) —  —  6.4  6.4 
Transfers out of Level 3 (a) (30.1) —  —  (30.1)
End of period $ 173.1  $ 72.6  $ 52.2  $ 297.9 
Change in unrealized gains or losses for the period included in net income for assets held at the end of the reporting period $ 4.4  $ (0.1) $ 6.4  $ 10.7 
Change in unrealized gains or losses for the period included in other comprehensive loss for assets held at the end of the reporting period $ (6.5) $ —  $ —  $ (6.5)
_________
(a)Transfers into Level 3 are the result of unobservable inputs utilized within valuation methodologies for assets that were previously valued using observable inputs. Transfers out of Level 3 are due to the use of observable inputs in valuation methodologies as well as the utilization of independent pricing service information for certain assets that the Company is able to validate.
(b)Purchases, sales, issuances and settlements represent the activity that occurred during the period that results in a change of the asset but does not represent changes in fair value for the instruments held at the beginning of the period.  Such activity primarily consists of purchases and sales of fixed maturity and equity securities.  There were no issuances or settlements during the three months ended March 31, 2024.

Realized and unrealized investment gains and losses presented in the preceding tables represent gains and losses during the time the applicable financial instruments were classified as Level 3. Realized and unrealized gains (losses) on Level 3 assets are primarily reported in either net investment income for policyholder and other special-purpose portfolios or investment gains (losses) within the consolidated statement of operations; or accumulated other comprehensive income (loss) within shareholders' equity based on the appropriate accounting treatment for the instrument. The amount presented for gains (losses) included in our net income for assets still held as of the reporting date primarily represents: (i) the change in the allowance for credit losses for fixed maturities, available for sale; and (ii) changes in fair value of equity securities and trading securities that are held as of the reporting date. The amount presented for gains (losses) included in accumulated other comprehensive income (loss) for assets still held as of the reporting date primarily represents changes in the fair value of fixed maturities, available for sale, that are held as of the reporting date.

Residual tranches are valued based on our ownership share of the equity of the investee as reported to us by the General Partner. These investments are typically non-redeemable, however they can be transferred to a third party with the consent of the General Partner. The Company does not have plans to sell any of these assets at less than fair value. Investments underlying these entities are generally expected to be liquidated within a 10-year timeframe. As of March 31, 2025 and December 31, 2024, we held residual tranches of $99.2 million and $92.7 million, respectively. We had unfunded commitments to invest $25.4 million in these entities as of March 31, 2025.

26

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

At March 31, 2025, 81 percent of our Level 3 fixed maturities, available for sale, were investment grade and 80 percent of our Level 3 fixed maturities, available for sale, consisted of corporate securities.

The following table summarizes changes in the value of our embedded derivatives associated with fixed indexed annuity products (classified in policyholder account balances and future policy benefits as presented in the note to the consolidated financial statements entitled "Derivatives") which are measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value (dollars in millions):

Three months ended
March 31,
2025 2024
Balance at beginning of the period $ 1,493.2  $ 1,376.7 
Premiums less benefits (8.5) (17.8)
Change in fair value, net (2.8) 67.9 
Balance at end of the period $ 1,481.9  $ 1,426.8 

The change in fair value, net for each period in our embedded derivatives is included in the insurance policy benefits line item in the consolidated statement of operations.


27

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table provides additional information about the significant unobservable (Level 3) inputs developed internally by the Company to determine fair value for certain assets and liabilities carried at fair value at March 31, 2025 (dollars in millions):
Fair value at March 31, 2025
Valuation techniques Unobservable inputs Range (weighted average) (a)
Assets:
Asset-backed securities (b)
$ 8.1  Discounted cash flow analysis Discount margins
1.55%
Asset-backed securities (c)
4.2  Recovery method
% Recovery expected
73.60%
Equity securities (d)
64.1  Market comparables EBITDA multiples
12.8X
Total 76.4 
Liabilities:
Market risk benefit liability (e)
73.6  Discounted cash flow analysis Surrender rates
1.45% - 17.00% (4.38%)
Utilization rates
5.92% - 47.62% (24.95%)
Embedded derivatives related to fixed indexed annuity products (f)
1,481.9  Discounted projected embedded derivatives Projected portfolio yields
4.52% - 4.92% (4.69%)
Discount rates
4.08% - 6.19% (4.81%)
Surrender rates
1.45% - 30.10% (7.54%)
________________________________
(a)    The weighted average is based on the relative fair value of the related assets or liabilities.
(b)    Asset-backed securities - The significant unobservable input used in the fair value measurement of these asset-backed securities is discount margin added to a riskless market yield. Significant increases (decreases) in discount margin in isolation would have resulted in a significantly lower (higher) fair value measurement.
(c)    Asset-backed securities - The significant unobservable input used in the fair value measurement of these corporate securities is percentage of recovery expected. Significant increases (decreases) in percentage of recovery expected in isolation would have resulted in a significantly higher (lower) fair value measurement.
(d)    Equity securities - The significant unobservable input used in the fair value measurement of these equity securities is multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA"). Generally, increases (decreases) in the EBITDA multiples would result in higher (lower) fair value measurements.
(e)    Market risk benefits – Many of our fixed indexed annuity products include a guaranteed living withdrawal benefit ("GLWB") that is considered a MRB. The calculation of the value of MRBs is based on significant unobservable inputs including nonmarket assumptions related to mortality rates, surrender and withdrawal rates and GLWB utilization. These assumptions are based on actuarial estimates and past experience. Increases in assumed surrender rates would generally increase the value of a MRB asset or decrease the value of a MRB liability (with decreases in assumed surrender rates having the opposite impacts). Increases in utilization rates would generally decrease the value of a MRB asset or increase the value of a MRB liability (with decreases in utilization rates having the opposite impacts).
(f)    Embedded derivatives related to fixed indexed annuity products are classified as policyholder account liabilities on the consolidated balance sheet. The significant unobservable inputs used in the fair value measurement of our embedded derivatives associated with fixed indexed annuity products are projected portfolio yields, discount rates and surrender rates. Increases (decreases) in projected portfolio yields in isolation would have resulted in a higher (lower) fair value measurement. The discount rate is based on risk free rates (U.S. Treasury rates for similar durations) adjusted for our non-performance risk and risk margins for non-capital market inputs. Increases (decreases) in the discount rates would have resulted in a lower (higher) fair value measurement. Assumed surrender rates are used to project how long the contracts remain in force. Generally, the longer the contracts are assumed to be in force the higher the fair value of the embedded derivative.

28

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table provides additional information about the significant unobservable (Level 3) inputs developed internally by the Company to determine fair value for certain assets and liabilities carried at fair value at December 31, 2024 (dollars in millions):
Fair value at December 31, 2024
Valuation techniques Unobservable inputs Range (weighted average) (a)
Assets:
Asset-backed securities (b)
$ 8.1  Discounted cash flow analysis Discount margins
1.49%
Asset-backed securities (c)
4.1  Recovery method
% Recovery expected
71.3%
Equity securities (d)
64.2  Market comparables EBITDA multiples 14.0X
Total $ 76.4 
Liabilities:
Market risk benefit liability (e)
60.0  Discounted cash flow analysis Surrender rates
1.45% - 17.00% (4.38%)
Utilization rates
5.92% - 47.62% (24.95%)
Embedded derivatives related to fixed indexed annuity products (f)
1,493.2  Discounted projected embedded derivatives Projected portfolio yields
4.52% - 4.92% (4.69%)
Discount rates
4.21% - 5.88% (5.04%)
Surrender rates
1.45% - 30.10% (7.54%)
________________________________
(a)    The weighted average is based on the relative fair value of the related assets or liabilities.
(b)    Asset-backed securities - The significant unobservable input used in the fair value measurement of these asset-backed securities is discount margin added to a riskless market yield. Significant increases (decreases) in discount margin in isolation would have resulted in a significantly lower (higher) fair value measurement.
(c)    Asset-backed securities - The significant unobservable input used in the fair value measurement of these corporate securities is percentage of recovery expected. Significant increases (decreases) in percentage of recovery expected in isolation would have resulted in a significantly higher (lower) fair value measurement.
(d)    Equity securities - The significant unobservable input used in the fair value measurement of these equity securities is multiples of EBITDA. Generally, increases (decreases) in the EBITDA multiples would result in higher (lower) fair value measurements.
(e)    Market risk benefits – Many of our fixed indexed annuity products include a GLWB that is considered a MRB. The calculation of the value of MRBs is based on significant unobservable inputs including nonmarket assumptions related to mortality rates, surrender and withdrawal rates and GLWB utilization. These assumptions are based on actuarial estimates and past experience. Increases in assumed surrender rates would generally increase the value of a MRB asset or decrease the value of a MRB liability (with decreases in assumed surrender rates having the opposite impacts). Increases in utilization rates would generally decrease the value of a MRB asset or increase the value of a MRB liability (with decreases in utilization rates having the opposite impacts).
(f)    Embedded derivatives related to fixed indexed annuity products are classified as policyholder account liabilities on the consolidated balance sheet. The significant unobservable inputs used in the fair value measurement of our embedded derivatives associated with fixed indexed annuity products are projected portfolio yields, discount rates and surrender rates. Increases (decreases) in projected portfolio yields in isolation would have resulted in a higher (lower) fair value measurement. The discount rate is based on risk free rates (U.S. Treasury rates for similar durations) adjusted for our non-performance risk and risk margins for non-capital market inputs. Increases (decreases) in the discount rates would have resulted in a lower (higher) fair value measurement. Assumed surrender rates are used to project how long the contracts remain in force. Generally, the longer the contracts are assumed to be in force the higher the fair value of the embedded derivative.

29

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

4. LIABILITIES FOR INSURANCE PRODUCTS
The liability for future policy benefits is determined based on numerous assumptions. The most significant assumptions for our life and annuity business are based on our experience and, in cases of limited experience, industry experience. Mortality and lapse/withdrawal rates also take into consideration future expectations in policyholder behavior that may vary from past experience. For our health business, mortality rates, lapse rates, morbidity assumptions and future rate increases are based on our experience and, in cases of limited experience, industry experience. Such assumptions also consider future expectations in policyholder behavior that may vary from past experience.































30

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following tables summarize balances and changes in the liability for future policy benefits for traditional and limited-payment contracts for the three months ended March 31, 2025 (dollars in millions):
Three months ended
March 31, 2025
Supplemental health Medicare supplement Long-term care Traditional life Other annuities
Total
Present value of expected net premiums ("PVENP"), beginning of period $ 2,643.9  $ 3,161.9  $ 1,102.8  $ 2,203.9  $ —  $ 9,112.5 
Effect of changes in discount rate assumptions, beginning of period 180.0  195.2  25.7  113.5  —  514.4 
Beginning PVENP at original discount rate 2,823.9  3,357.1  1,128.5  2,317.4  —  9,626.9 
Effect of actual variances from expected experience (19.4) 33.3  (17.8) (32.4) —  (36.3)
Adjusted beginning of period PVENP 2,804.5  3,390.4  1,110.7  2,285.0  —  9,590.6 
Issuances 108.3  157.3  43.1  91.8  1.6  402.1 
Interest accrual 30.9  35.4  13.2  23.6  —  103.1 
Net premiums collected (90.0) (116.8) (40.6) (99.9) (1.6) (348.9)
Ending PVENP at original discount rate 2,853.7  3,466.3  1,126.4  2,300.5  —  9,746.9 
Effect of changes in discount rate assumptions, end of period (154.3) (157.9) (13.9) (86.4) —  (412.5)
PVENP, end of period $ 2,699.4  $ 3,308.4  $ 1,112.5  $ 2,214.1  $ —  $ 9,334.4 
Present value of expected future policy benefits ("PVEFPB"), beginning of period $ 5,828.2  $ 3,375.6  $ 4,240.1  $ 4,570.6  $ 264.5  $ 18,279.0 
Effect of changes in discount rate assumptions, beginning of period 516.6  211.5  94.1  333.3  16.2  1,171.7 
Beginning PVEFPB at original discount rate 6,344.8  3,587.1  4,334.2  4,903.9  280.7  19,450.7 
Effect of actual variances from expected experience (22.6) 34.7  (20.8) (40.7) 0.6  (48.8)
Adjusted beginning of period PVEFPB 6,322.2  3,621.8  4,313.4  4,863.2  281.3  19,401.9 
Issuances 111.2  157.4  43.1  92.0  1.6  405.3 
Interest accrual 73.2  37.9  57.0  52.6  3.2  223.9 
Benefit payments (104.1) (123.4) (73.0) (122.5) (7.2) (430.2)
Ending PVEFPB at original discount rate 6,402.5  3,693.7  4,340.5  4,885.3  278.9  19,600.9 
Effect of changes in discount rate assumptions, end of period (465.5) (171.3) (60.9) (283.0) (16.5) (997.2)
PVEFPB, end of period $ 5,937.0  $ 3,522.4  $ 4,279.6  $ 4,602.3  $ 262.4  $ 18,603.7 
Net liability for future policy benefits $ 3,237.6  $ 214.0  $ 3,167.1  $ 2,388.2  $ 262.4  $ 9,269.3 
Flooring impact —  0.7  —  —  —  0.7 
Adjusted net liability for future policy benefits 3,237.6  214.7  3,167.1  2,388.2  262.4  9,270.0 
Related reinsurance recoverable (1.2) —  (368.1) (166.4) —  (535.7)
Net liability for future policy benefits, net of reinsurance recoverable $ 3,236.4  $ 214.7  $ 2,799.0  $ 2,221.8  $ 262.4  $ 8,734.3 
Adjusted net liability for future policy benefits
$ 9,270.0 
Reserves excluded from rollforward (a)
2,406.7 
   Deferred liability
68.7 
Future loss reserves (b)
27.6 
Future policy benefits
$ 11,773.0 
(a)     Primarily comprised of blocks of business that are 100% ceded.
(b)        In certain instances for interest-sensitive products, the total insurance liabilities for a particular line of business may not be deficient in the aggregate to trigger loss recognition, but the pattern of earnings may be such that profits are expected to be recognized in earlier years followed by losses in later years. In these situations, accounting standards require that an additional liability (the "future loss reserve") be recognized by an amount necessary to sufficiently offset the losses that would be recognized in later years.
31

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following tables summarize balances and changes in the liability for future policy benefits for traditional and limited-payment contracts for the three months ended March 31, 2024 (dollars in millions):
Three months ended
March 31, 2024
Supplemental health Medicare supplement Long-term care Traditional life Other annuities
Total
PVENP, beginning of period $ 2,718.2  $ 3,009.2  $ 1,055.6  $ 2,279.6  $ —  $ 9,062.6 
Effect of changes in discount rate assumptions, beginning of period 86.8  99.1  (7.6) 67.6  —  245.9 
Beginning PVENP at original discount rate 2,805.0  3,108.3  1,048.0  2,347.2  —  9,308.5 
Effect of actual variances from expected experience (15.2) (39.0) (7.9) (21.2) —  (83.3)
Adjusted beginning of period PVENP 2,789.8  3,069.3  1,040.1  2,326.0  —  9,225.2 
Issuances 66.0  134.2  46.9  108.2  0.9  356.2 
Interest accrual 30.7  32.2  12.9  24.3  —  100.1 
Net premiums collected (86.9) (114.4) (39.5) (99.9) (0.9) (341.6)
Ending PVENP at original discount rate 2,799.6  3,121.3  1,060.4  2,358.6  —  9,339.9 
Effect of changes in discount rate assumptions, end of period (139.1) (145.5) (11.5) (102.0) —  (398.1)
PVENP, end of period $ 2,660.5  $ 2,975.8  $ 1,048.9  $ 2,256.6  $ —  $ 8,941.8 
PVEFPB, beginning of period $ 6,023.3  $ 3,236.6  $ 4,364.6  $ 4,694.7  $ 308.9  $ 18,628.1 
Effect of changes in discount rate assumptions, beginning of period 229.8  108.3  (132.8) 170.9  3.0  379.2 
Beginning PVEFPB at original discount rate 6,253.1  3,344.9  4,231.8  4,865.6  311.9  19,007.3 
Effect of actual variances from expected experience (17.7) (39.1) (12.1) (22.0) 0.8  (90.1)
Adjusted beginning of period PVEFPB 6,235.4  3,305.8  4,219.7  4,843.6  312.7  18,917.2 
Issuances 66.0  134.2  47.0  108.2  0.9  356.3 
Interest accrual 72.6  34.9  56.7  52.8  3.6  220.6 
Benefit payments (105.6) (117.8) (74.2) (120.7) (8.2) (426.5)
Ending PVEFPB at original discount rate 6,268.4  3,357.1  4,249.2  4,883.9  309.0  19,067.6 
Effect of changes in discount rate assumptions, end of period (371.4) (158.4) 25.5  (263.8) (10.1) (778.2)
PVEFPB, end of period $ 5,897.0  $ 3,198.7  $ 4,274.7  $ 4,620.1  $ 298.9  $ 18,289.4 
Net liability for future policy benefits $ 3,236.5  $ 222.9  $ 3,225.8  $ 2,363.5  $ 298.9  $ 9,347.6 
Flooring impact —  0.8  —  —  —  0.8 
Adjusted net liability for future policy benefits 3,236.5  223.7  3,225.8  2,363.5  298.9  9,348.4 
Related reinsurance recoverable (1.5) —  (360.8) (187.3) —  (549.6)
Net liability for future policy benefits, net of reinsurance recoverable $ 3,235.0  $ 223.7  $ 2,865.0  $ 2,176.2  $ 298.9  $ 8,798.8 
Adjusted net liability for future policy benefits
$ 9,348.4 
Reserves excluded from rollforward (a)
2,488.1 
   Deferred liability
64.7 
Future loss reserves (b)
31.0 
Future policy benefits
$ 11,932.2 
(a)     Primarily comprised of blocks of business that are 100% ceded.
(b)        In certain instances for interest-sensitive products, the total insurance liabilities for a particular line of business may not be deficient in the aggregate to trigger loss recognition, but the pattern of earnings may be such that profits are expected to be recognized in earlier years followed by losses in later years. In these situations, accounting standards require that an additional liability (the "future loss reserve") be recognized by an amount necessary to sufficiently offset the losses that would be recognized in later years.

32

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

Many of our fixed indexed annuity products include a GLWB that is considered a MRB. The calculation of MRBs includes market assumptions (interest rate, equity returns, volatility and dividend yields) and nonmarket assumptions (mortality rates, surrender and withdrawal rates, GLWB utilization and spreads). Market assumptions are updated quarterly to reflect current market conditions.

The following table presents the balance of and changes in MRBs associated with our fixed indexed annuities (dollars in millions):

Three months ended
March 31,
2025 2024
Net liability (asset), beginning of period $ 60.0  $ 117.1 
Effect of changes in the instrument-specific credit risk, beginning of period 1.4  4.8 
Balance, beginning of period, before effect of changes in the instrument-specific credit risk 61.4  121.9 
Issuances 1.1  0.8 
Interest accrual 0.8  1.3 
Effect of changes in interest rates 5.8  (13.7)
Effect of changes in equity markets 2.0  (4.9)
Effect of changes in equity index volatility 6.8  (1.2)
Actual policyholder behavior different from expected behavior (0.3) (0.4)
Effect of changes in assumptions (0.9) (0.8)
Net liability (asset), end of period, before effect of changes in the instrument-specific credit risk 76.7  103.0 
Effect of changes in the instrument-specific credit risk, end of period (3.1) (3.4)
Net liability (asset), end of period, net of reinsurance $ 73.6  $ 99.6 
Balance reported as an asset $ —  $ — 
Balance reported as a liability 73.6  99.6 
Net liability (asset) $ 73.6  $ 99.6 
Net amount at risk $ 25.2  $ 46.2 
Weighted average attained age of contract holders 69 69



33

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table summarizes the amount of revenue and interest related to traditional and limited-payment contracts recognized in the consolidated statement of operations (dollars in millions):

Gross premiums (a) Interest accretion (b)
Three months ended Three months ended
March 31, March 31,
2025 2024 2025 2024
Other annuities $ 2.0  $ 1.0  $ 3.2  $ 3.6 
Supplemental health 184.8  175.2  42.3  41.9 
Medicare supplement 158.1  156.8  2.5  2.7 
Long-term care 86.7  85.0  43.8  43.8 
Traditional life 183.4  178.9  29.0  28.5 
Total $ 615.0  $ 596.9  $ 120.8  $ 120.5 
_____________________
(a) Such amounts are included in insurance policy income in the consolidated statement of operations.
(b) Such amounts are included in insurance policy benefits in the consolidated statement of operations.

The following table provides the amount of undiscounted and discounted expected future gross premiums and expected future benefits and expenses for traditional and limited-payment contracts (dollars in millions):

March 31, 2025 March 31, 2024
Undiscounted Discounted (a) Undiscounted Discounted (a)
Other annuity
Expected future gross premiums $ —  $ —  $ —  $ — 
Expected future benefits and expenses 324.1  262.4  370.6  298.9 
Supplemental health
Expected future gross premiums 9,028.5  5,543.1  8,932.2  5,527.6 
Expected future benefits and expenses 11,079.0  5,937.0  10,812.6  5,897.0 
Medicare supplement
Expected future gross premiums 6,484.6  4,427.0  5,744.3  4,024.7 
Expected future benefits and expenses 5,187.4  3,522.4  4,601.3  3,198.7 
Long-term care
Expected future gross premiums 3,508.9  2,437.8  3,330.8  2,340.7 
Expected future benefits and expenses 7,967.7  4,279.6  7,724.0  4,274.7 
Traditional life
Expected future gross premiums 5,681.9  4,077.6  5,642.0  4,048.0 
Expected future benefits and expenses 7,616.2  4,602.3  7,574.2  4,620.1 
_____________________
(a) Calculated at the discount rates at period end.

Loss expense as a result of net premium ratio capping was not material in both the three months ended March 31, 2025 and 2024.
34

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table provides the weighted average durations (under locked-in rates) of the liability for future policy benefits in years:
March 31,
2025
March 31,
2024
Other annuity 9.6 9.6
Supplemental health 11.3 11.3
Medicare supplement 6.3 6.4
Long-term care 10.8 10.6
Traditional life 10.2 10.4

The following table provides the weighted average interest rates for the liability for future policy benefits:

March 31,
2025
March 31,
2024
Other annuities
Interest accretion rate 4.80  % 4.82  %
Current discount rate 5.63  % 5.37  %
Supplemental health
Interest accretion rate 4.97  % 5.00  %
Current discount rate 5.51  % 5.35  %
Medicare supplement
Interest accretion rate 4.31  % 4.31  %
Current discount rate 5.23  % 5.24  %
Long-term care
Interest accretion rate 5.66  % 5.67  %
Current discount rate 5.57  % 5.39  %
Traditional life
Interest accretion rate 4.78  % 4.77  %
Current discount rate 5.53  % 5.37  %


35

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following tables present the balances of and changes in the liability for policyholder account balances (dollars in millions):
Three months ended
March 31, 2025
Fixed indexed annuities Fixed interest annuities Other annuities
Interest-sensitive life (a)
Funding agreements
Other (b)
Total
Policyholder account values, beginning of period excluding contracts 100% ceded
$ 10,766.3  $ 1,646.6  $ 107.4  $ 1,321.8  $ 3,021.2  $ 359.1  $ 17,222.4 
Issuances (funds collected from new business) 383.6  50.9  —  9.7  —  —  444.2 
Premiums received (premiums collected from inforce business) 3.9  0.7  6.7  55.0  —  65.4  131.7 
Policy charges (6.8) (0.4) —  (49.9) —  —  (57.1)
Surrenders and withdrawals (233.2) (41.4) (8.6) (10.0) (419.8) (69.3) (782.3)
Benefit payments (72.6) (28.4) (1.2) (6.5) —  —  (108.7)
Interest credited 96.4  12.7  0.6  17.6  27.1  0.6  155.0 
Other 14.5  —  0.1  (0.1) —  —  14.5 
Policyholder account values, end of period excluding contracts 100% ceded
10,952.1  1,640.7  105.0  1,337.6  2,628.5  355.8  17,019.7 
Policyholder account values, end of period for contracts 100% ceded
121.6  527.3  28.0  96.5  —  10.0  783.4 
Amount of reserves above (below) policyholder account values (c)
(462.4) —  —  5.3  —  —  (457.1)
Balance, end of period $ 10,611.3  $ 2,168.0  $ 133.0  $ 1,439.4  $ 2,628.5  $ 365.8  $ 17,346.0 
Balance, end of period, reinsurance ceded (114.0) (527.3) (28.0) (114.4) —  (23.3) (807.0)
Balance, end of period, net of reinsurance $ 10,497.3  $ 1,640.7  $ 105.0  $ 1,325.0  $ 2,628.5  $ 342.5  $ 16,539.0 
Weighted average crediting rate (d)
2.1  % 2.9  % 2.7  % 5.4  % 4.1  % 0.8  %
Cash surrender value, net of reinsurance $ 10,233.1  $ 1,598.5  $ 105.0  $ 1,090.2  $ —  $ 342.5 
_______________
(a) The amount of insurance policy benefit expense resulting from death claims that we would incur in excess of the policyholder account balance (net amount at risk) for interest-sensitive life contracts was $29.8 billion at the balance sheet date.
(b) Predominantly consists of retained asset accounts associated with our traditional life and supplemental health blocks.
(c)    Such amount represents the difference between: (i) the total insurance liabilities for our fixed indexed products (including the host contract and the related embedded derivative); and (ii) the policyholder account balances for these products. The accounting requirement to bifurcate the embedded derivative and value it at the current estimated fair value results in this amount.
(d)    Excludes any impact from the amount of reserves above (below) policyholder account balances.

36

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

Three months ended
March 31, 2024
Fixed indexed annuities Fixed interest annuities Other annuities
Interest-sensitive life (a)
Funding agreements
Other (b)
Total
Policyholder account values, beginning of period excluding contracts 100% ceded
$ 9,999.2  $ 1,636.4  $ 113.1  $ 1,255.2  $ 1,411.0  $ 381.0  $ 14,795.9 
Issuances (funds collected from new business) 345.4  45.1  —  9.7  —  —  400.2 
Premiums received (premiums collected from inforce business) 0.5  1.0  5.7  52.4  —  65.7  125.3 
Policy charges (6.5) (0.3) —  (48.2) —  —  (55.0)
Surrenders and withdrawals (232.2) (52.8) (8.7) (8.1) (9.9) (74.5) (386.2)
Benefit payments (74.4) (30.2) (1.4) (5.4) —  —  (111.4)
Interest credited 68.9  11.4  0.5  15.2  7.2  0.7  103.9 
Other 11.8  —  (0.1) (0.1) —  —  11.6 
Policyholder account values, end of period excluding contracts 100% ceded
10,112.7  1,610.6  109.1  1,270.7  1,408.3  372.9  14,884.3 
Policyholder account values, end of period for contracts 100% ceded
134.4  579.3  25.5  102.9  —  10.3  852.4 
Amount of reserves above (below) policyholder account values (c)
(398.4) 22.8  (375.6)
Policyholder account balance, end of period
$ 9,848.7  $ 2,189.9  $ 134.6  $ 1,396.4  $ 1,408.3  $ 383.2  $ 15,361.1 
Balance, end of period, reinsurance ceded (134.4) (579.3) (25.5) (121.0) —  (24.0) (884.2)
Balance, end of period, net of reinsurance $ 9,714.3  $ 1,610.6  $ 109.1  $ 1,275.4  $ 1,408.3  $ 359.2  $ 14,476.9 
Weighted average crediting rate (d)
1.9  % 2.8  % 2.4  % 4.3  % 2.0  % 0.8  %
Cash surrender value, net of reinsurance $ 9,434.2  $ 1,582.1  $ 109.1  $ 1,027.7  $ —  $ 359.2 
_________________
(a) The amount of insurance policy benefit expense resulting from death claims that we would incur in excess of the policyholder account balance (net amount at risk) for interest-sensitive life contracts was $28.7 billion at the balance sheet date.
(b) Predominantly consists of retained asset accounts associated with our traditional life and supplemental health blocks.
(c) Such amount represents the difference between: (i) the total insurance liabilities for our fixed indexed products (including the host contract and the related embedded derivative); and (ii) the policyholder account balances for these products. The accounting requirement to bifurcate the embedded derivative and value it at the current estimated fair value results in this amount.
(d)    Excludes any impact from the amount of reserves above (below) policyholder account balances.

37

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following tables present the account values by range of guaranteed minimum crediting rates and the related range of difference, in basis points, between rates being credited to policyholders and the respective guaranteed minimums (dollars in millions):
March 31, 2025
Range of guaranteed minimum crediting rates (a) At guaranteed minimum
1-50 basis points above
51-150 basis points above
Greater than 150 basis points above
Total
Fixed interest annuities
0.00%-2.99%
$ 88.3  $ 188.6  $ 282.3  $ 59.2  $ 618.4 
3.00%-4.99%
1,230.5  34.8  174.4  27.1  1,466.8 
5.00% and greater
82.8  —  —  —  82.8 
Subtotal 1,401.6  223.4  456.7  86.3  2,168.0 
Other annuities
0.00%-2.99%
24.9  22.4  —  —  47.3 
3.00%-4.99%
48.0  —  —  —  48.0 
5.00% and greater
37.7  —  —  —  37.7 
Subtotal 110.6  22.4  —  —  133.0 
Interest-sensitive life
0.00%-2.99%
15.8  —  0.4  731.6  747.8 
3.00%-4.99%
366.3  112.1  185.1  1.6  665.1 
5.00% and greater
20.6  0.5  —  —  21.1 
Subtotal 402.7  112.6  185.5  733.2  1,434.0 
Other
0.00%-2.99%
16.5  327.9  —  —  344.4 
3.00%-4.99%
21.1  —  —  —  21.1 
5.00% and greater
0.3  —  —  —  0.3 
Subtotal 37.9  327.9  —  —  365.8 
Total
0.00%-2.99%
145.5  538.9  282.7  790.8  1,757.9 
3.00%-4.99%
1,665.9  146.9  359.5  28.7  2,201.0 
5.00% and greater
141.4  0.5  —  —  141.9 
Total policyholder account balances, excluding fixed indexed annuities $ 1,952.8  $ 686.3  $ 642.2  $ 819.5  4,100.8 
Fixed indexed annuity account balances 11,073.8 
Funding agreements 2,628.5 
Total policyholder account values 17,803.1 
Amount of reserves above (below) policyholder account values $ (457.1)
Total policyholder account balances $ 17,346.0 
____________________
(a)     Excludes the account balances related to: (i) fixed indexed annuity contracts which do not have a minimum crediting rate since returns are based on an index; and (ii) funding agreements which have a fixed crediting rate.
38

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

March 31, 2024
Range of guaranteed minimum crediting rates (a) At guaranteed minimum
1-50 basis points above
51-150 basis points above
Greater than 150 basis points above
Total
Fixed interest annuities
0.00%-2.99%
$ 105.2  $ 211.9  $ 233.0  $ 100.9  $ 651.0 
3.00%-4.99%
1,380.6  49.6  15.9  5.2  1,451.3 
5.00% and greater
87.6  —  —  —  87.6 
Subtotal 1,573.4  261.5  248.9  106.1  2,189.9 
Other annuities
0.00%-2.99%
31.6  24.1  —  —  55.7 
3.00%-4.99%
44.4  —  —  —  44.4 
5.00% and greater
34.5  —  —  —  34.5 
Subtotal 110.5  24.1  —  —  134.6 
Interest-sensitive life
0.00%-2.99%
17.6  —  5.4  667.2  690.2 
3.00%-4.99%
444.2  49.7  167.1  0.5  661.5 
5.00% and greater
21.4  0.5  —  —  21.9 
Subtotal 483.2  50.2  172.5  667.7  1,373.6 
Other
0.00%-2.99%
17.1  343.0  —  —  360.1 
3.00%-4.99%
22.9  —  —  —  22.9 
5.00% and greater
0.2  —  —  —  0.2 
Subtotal 40.2  343.0  —  —  383.2 
Total
0.00%-2.99%
171.5  579.0  238.4  768.1  1,757.0 
3.00%-4.99%
1,892.1  99.3  183.0  5.7  2,180.1 
5.00% and greater
143.7  0.5  —  —  144.2 
Total policyholder account balances, excluding fixed indexed annuities $ 2,207.3  $ 678.8  $ 421.4  $ 773.8  4,081.3 
Fixed indexed annuity account balances 10,247.1 
Funding agreements 1,408.3 
Total policyholder account values 15,736.7 
Amount of reserves above (below) policyholder account values (375.6)
Total policyholder account balances $ 15,361.1 
____________________
(a)     Excludes the account balances related to: (i) fixed indexed annuity contracts which do not have a minimum crediting rate since returns are based on an index; and (ii) funding agreements which have a fixed crediting rate.
39

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

5. DEFERRED ACQUISITION COSTS, PRESENT VALUE OF FUTURE PROFITS AND SALES INDUCEMENTS

Changes in deferred acquisition costs were as follows (dollars in millions):

Three months ended
March 31, 2025
Fixed indexed annuities Fixed interest annuities Supplemental health Medicare supplement Long-term care Interest-sensitive life Traditional life Funding agreements Total
Beginning of period $ 450.0  $ 35.9  $ 438.1  $ 157.4  $ 148.6  $ 256.0  $ 529.5  $ 9.9  $ 2,025.4 
Capitalizations 24.6  3.5  17.9  7.2  6.9  8.5  30.7  —  99.3 
Amortization expense (15.6) (1.6) (9.2) (6.3) (3.8) (4.1) (16.4) (0.8) (57.8)
End of period $ 459.0  $ 37.8  $ 446.8  $ 158.3  $ 151.7  $ 260.4  $ 543.8  $ 9.1  $ 2,066.9 

Three months ended
March 31, 2024
Fixed indexed annuities Fixed interest annuities Supplemental health Medicare supplement Long-term care Interest-sensitive life Traditional life Funding agreements Total
Beginning of period $ 407.6  $ 27.0  $ 408.0  $ 157.5  $ 140.3  $ 234.5  $ 471.9  $ 4.5  $ 1,851.3 
Capitalizations 22.3  3.0  15.0  6.3  5.2  9.3  29.5  —  90.6 
Amortization expense (13.4) (1.1) (8.4) (6.7) (3.7) (3.8) (14.3) (0.4) (51.8)
End of period $ 416.5  $ 28.9  $ 414.6  $ 157.1  $ 141.8  $ 240.0  $ 487.1  $ 4.1  $ 1,890.1 

Changes in the present value of future profits were as follows (dollars in millions):

Three months ended
March 31, 2025
Supplemental health Medicare supplement Long-term care Traditional life Fixed indexed annuities Fixed interest annuities Total
Beginning of period $ 128.8  $ 15.7  $ 4.4  $ 11.3  $ 0.5  $ 0.3  $ 161.0 
Amortization expense (2.9) (1.0) (0.2) (0.4) —  —  (4.5)
End of period $ 125.9  $ 14.7  $ 4.2  $ 10.9  $ 0.5  $ 0.3  $ 156.5 

Three months ended
March 31, 2024
Supplemental health Medicare supplement Long-term care Traditional life Fixed indexed annuities Fixed interest annuities Total
Beginning of period $ 141.0  $ 20.6  $ 5.2  $ 12.9  $ 0.7  $ 0.3  $ 180.7 
Amortization expense (3.1) (1.4) (0.2) (0.4) (0.1) —  (5.2)
End of period $ 137.9  $ 19.2  $ 5.0  $ 12.5  $ 0.6  $ 0.3  $ 175.5 
40

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

Changes in sales inducements were as follows (dollars in millions):

Three months ended
March 31, 2025
Fixed indexed annuities Fixed interest annuities Total
Beginning of period $ 128.1  $ 5.1  $ 133.2 
Capitalizations 14.3  0.6  14.9 
Amortization expense (4.8) (0.3) (5.1)
End of period $ 137.6  $ 5.4  $ 143.0 

Three months ended
March 31, 2024
Fixed indexed annuities Fixed interest annuities Total
Beginning of period $ 88.5  $ 4.6  $ 93.1 
Capitalizations 12.3  0.3  12.6 
Amortization expense (3.3) (0.2) (3.5)
End of period $ 97.5  $ 4.7  $ 102.2 

6. EARNINGS PER SHARE

A reconciliation of net income and shares used to calculate basic and diluted earnings per share is as follows (dollars in millions and shares in thousands):
Three months ended
March 31,
  2025 2024
Net income for basic and diluted earnings per share $ 13.7  $ 112.3 
Shares:    
Weighted average shares outstanding for basic earnings per share 100,743  108,964 
Effect of dilutive securities on weighted average shares:    
Amounts related to employee benefit plans 2,327  1,881 
Weighted average shares outstanding for diluted earnings per share 103,070  110,845 

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period.  Restricted shares (including our performance units) are not included in basic earnings per share until vested.  Diluted earnings per share reflect the potential dilution that could occur if outstanding stock options were exercised and restricted stock was vested.  The dilution from options and restricted shares is calculated using the treasury stock method.  Under this method, we assume the proceeds from the exercise of the options (or the unrecognized compensation expense with respect to restricted stock and performance units) will be used to purchase shares of our common stock at the average market price during the period, reducing the dilutive effect of the exercise of the options (or the vesting of the restricted stock and performance units).
41

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

7. BUSINESS SEGMENTS

We view our operations as three insurance product line segments (annuity, health and life) and the investment and fee income segments. Our segments are aligned based on their common characteristics, comparability of profit margins and the way the CODM makes operating decisions and assesses the performance of the business. Our CODM is the Chief Executive Officer.

Our insurance product line segments (annuity, health and life) include marketing, underwriting and administration of the policies our insurance subsidiaries sell. The business written in each of the three product categories through all of our insurance subsidiaries is aggregated allowing management and investors to assess the performance of each product category. When analyzing profitability of these segments, we use insurance product margin as the measure of profitability, which is: (i) insurance policy income; and (ii) net investment income allocated to the insurance product lines; less (i) insurance policy benefits; (ii) interest credited to policyholders; (iii) amortization of deferred acquisition costs and present value of future profits, non-deferred commissions; and (iv) advertising expense. Net investment income is allocated to the product lines using the book yield of investments backing the block of business, which is applied to the average net insurance liabilities for the block in each period. Net insurance liabilities for the purpose of allocating investment income to product lines are equal to: (i) policyholder account values for interest sensitive products; (ii) total reserves before the fair value adjustments reflected in accumulated other comprehensive income (loss), if applicable, for all other products; less (iii) amounts related to reinsured business; (iv) deferred acquisition costs; (v) the present value of future profits; and (vi) the value of unexpired options credited to insurance liabilities.

Income from insurance products is the sum of the insurance product margins of the annuity, health and life product lines, less expenses allocated to the insurance lines. It excludes the income from our fee income business, investment income not allocated to product lines, net expenses not allocated to product lines (primarily holding company expenses) and income taxes. Management believes insurance product margin and income from insurance products help provide a better understanding of the business and a more meaningful analysis of the results of our insurance product lines.

We market our products through the Consumer and Worksite Divisions that reflect the customers served by the Company. The Consumer and Worksite Divisions are primarily focused on marketing insurance products, several types of which are sold in both divisions and underwritten in the same manner.

The Consumer Division serves individual consumers, engaging with them on the phone, virtually, online, face-to-face with agents, or through a combination of sales channels. This structure unifies consumer capabilities into a single division and integrates the strength of our agent sales forces with one of the largest direct-to-consumer insurance businesses with proven experience in advertising, web/digital and call center support.

The Worksite Division focuses on the sale of voluntary benefit life and health insurance products in the workplace for businesses, associations, and other membership groups, interacting with customers at their place of employment and virtually. The Worksite Division also offers employer benefits services that seek to increase benefits engagement and reduce costs for employers and their employees. These services include: benefit administration technology, year-round advocacy, enrollment, benefits compliance and communications services.

The investment segment involves the management of our capital resources, including investments and the management of corporate debt and liquidity. Our measure of profitability of this segment is the total net investment income not allocated to the insurance products. Investment income not allocated to product lines represents net investment income less: (i) equity returns credited to policyholder account balances; (ii) the investment income allocated to our product lines; (iii) interest expense on notes payable, investment borrowings and financing arrangements; (iv) expenses related to the FABN program; and (v) certain expenses related to benefit plans that are offset by special-purpose investment income; plus (vi) the impact of annual option forfeitures related to fixed indexed annuity surrenders. Investment income not allocated to product lines includes investment income on investments in excess of amounts allocated to product lines, investments held by our holding companies, the spread we earn from our Federal Home Loan Bank ("FHLB") investment borrowing and FABN programs and variable components of investment income (including call and prepayment income, adjustments to returns on structured securities due to cash flow changes, income (loss) from COLI and alternative investment income not allocated to product lines), net of interest expense on corporate debt and financing arrangements. The spread earned from our FHLB investment borrowing and FABN programs includes the investment income on the matched assets less: (i) interest on investment borrowings related to the FHLB investment borrowing program; (ii) interest credited on funding agreements; and (iii) amortization of deferred acquisition costs related to the FABN program.
42

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


Our fee income segment includes the earnings generated from sales of third-party insurance products (primarily Medicare Advantage), services provided by Optavise, LLC ("Optavise") and the operations of our broker-dealer and registered investment advisor. The resulting fee income metric is the fee income segment's measure of profitability.

Our CODM allocates resources and assesses the performance of each operating segment based on the respective
product line insurance margin, investment income not allocated, and fee income metrics described above.

Expenses not allocated to product lines include the expenses of our corporate operations, excluding interest expense on debt.

We measure segment performance by excluding total investment gains (losses), changes in fair value of embedded derivative liabilities and MRBs, fair value changes related to the agent deferred compensation plan, income taxes and other non-operating items including earnings attributable to VIEs ("pre-tax operating earnings") because we believe that this performance measure is a better indicator of the ongoing business and trends in our business.  Our primary investment focus is on investment income to support our liabilities for insurance products as opposed to the generation of investment gains (losses), and a long-term focus is necessary to maintain profitability over the life of the business.

Investment gains (losses), changes in fair value of embedded derivative liabilities and MRBs, fair value changes related to the agent deferred compensation plan and other non-operating items consisting primarily of earnings attributable to VIEs depend on market conditions or represent unusual items that do not necessarily relate to the underlying business of our segments.  Investment gains (losses) and changes in fair value of embedded derivative liabilities and MRBs may affect future earnings levels since our underlying business is long-term in nature and changes in our investment portfolio may impact our ability to earn the assumed interest rates needed to maintain the profitability of our business.

Operating information by segment is as follows (dollars in millions):
Three months ended
March 31,
  2025 2024
Revenues:    
Annuity:    
Insurance policy income $ 9.8  $ 7.3 
Net investment income 148.0  134.5 
Total annuity revenues 157.8  141.8 
Health:
Insurance policy income 412.0  398.4 
Net investment income 75.1  74.3 
Total health revenues 487.1  472.7 
Life:
Insurance policy income 228.9  222.7 
Net investment income 37.6  36.5 
Total life revenues 266.5  259.2 
Change in market values of the underlying options supporting the fixed indexed annuity and life products (offset by market value changes credited to policyholder balances) (70.2) 139.7 
Investment income not allocated to product lines 113.8  71.6 
Fee revenue and other income:
Fee revenue 47.4  50.5 
Amounts netted in expenses not allocated to product lines 1.0  1.2 
Total segment revenues $ 1,003.4  $ 1,136.7 
(continued on next page)
43

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

(continued from previous page)
Three months ended
March 31,
  2025 2024
Expenses:
Annuity:
Insurance policy benefits $ 10.3  $ 11.3 
Interest credited 68.3  58.3 
Amortization and non-deferred commissions 24.7  20.2 
Total annuity expenses 103.3  89.8 
Health:
Insurance policy benefits 320.3  308.5 
Amortization and non-deferred commissions 40.6  41.2 
Total health expenses 360.9  349.7 
Life:
Insurance policy benefits 138.1  144.0 
Interest credited 13.0  12.5 
Amortization and non-deferred commissions 26.0  23.5 
Advertising expense
21.2  24.6 
Total life expenses 198.3  204.6 
Allocated expenses 161.2  161.6 
Expenses not allocated to product lines 21.3  18.0 
Market value changes of options credited to fixed indexed annuity and life policyholders (70.2) 139.7 
Amounts netted in investment income not allocated to product lines:
Interest expense 54.2  48.3 
Interest credited 27.1  7.2 
Impact of annual option forfeitures related to fixed indexed annuity surrenders (3.5) (6.2)
Amortization 0.8  0.4 
Other expenses (2.8) 9.6 
Expenses netted in fee revenue:
Commissions and other operating expenses 48.2  39.2 
Total segment expenses 898.8  1,061.9 
Pre-tax measure of profitability:
Annuity margin 54.5  52.0 
Health margin 126.2  123.0 
Life margin 68.2  54.6 
Total insurance product margin 248.9  229.6 
Allocated expenses (161.2) (161.6)
Income from insurance products 87.7  68.0 
Fee income margin
(0.8) 11.3 
Investment income not allocated to product lines 38.0  12.3 
Expenses not allocated to product lines (20.3) (16.8)
Operating earnings before taxes 104.6  74.8 
Income tax expense on operating income 23.5  17.3 
Net operating income $ 81.1  $ 57.5 


44

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

A reconciliation of segment revenues and expenses to consolidated revenues and expenses and net income is as follows (dollars in millions):
Three months ended
March 31,
  2025 2024
Total segment revenues $ 1,003.4  $ 1,136.7 
Total investment gains (losses) (6.8) 7.8 
Revenues related to earnings attributable to VIEs 7.5  12.0 
Consolidated revenues 1,004.1  1,156.5 
Total segment expenses 898.8  1,061.9 
Insurance policy benefits - fair value changes in embedded derivative liabilities 79.7  (64.0)
Expenses attributable to VIEs 7.9  12.4 
Consolidated expenses 986.4  1,010.3 
Income before tax 17.7  146.2 
Income tax expense 4.0  33.9 
Net income $ 13.7  $ 112.3 

Segment balance sheet information is as follows (dollars in millions):
March 31 December 31
2025 2024
Assets:
Annuity $ 12,709.1  $ 13,006.2 
Health 9,115.1  9,116.7 
Life 4,153.7  4,194.7 
Investments not allocated to product lines 10,716.8  10,597.6 
Assets of our non-life companies included in the fee income segment 245.1  257.7 
Assets of our other non-life companies 496.5  679.7 
Total assets $ 37,436.3  $ 37,852.6 
Liabilities:
Annuity $ 13,691.4  $ 13,561.2 
Health 9,535.8  9,490.7 
Life 4,347.8  4,311.2 
Liabilities associated with investments not allocated to product lines (a) 7,026.5  7,541.1 
Liabilities of our non-life companies included in the fee income segment 31.3  37.0 
Liabilities of our other non-life companies 273.0  413.0 
Total liabilities $ 34,905.8  $ 35,354.2 
___________
(a)     Includes investment borrowings, policyholder account balances related to funding agreements, borrowings related to VIEs and notes payable - direct corporate obligations.


45

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

8. DERIVATIVES

Our freestanding and embedded derivatives, which are not designated as hedging instruments, are held at fair value and are summarized as follows (dollars in millions):
March 31,
2025
December 31, 2024
Assets:
Other invested assets:
Fixed indexed call options $ 149.6  $ 279.0 
Reinsurance receivables (15.9) (17.1)
Total assets $ 133.7  $ 261.9 
Liabilities:
Embedded derivatives related to fixed indexed annuities at fair value:
Policyholder account balances $ 1,481.9  $ 1,493.2 

Our fixed indexed annuity products provide a guaranteed minimum rate of return and a higher potential return that is based on a percentage (the "participation rate") of the amount of increase in the value of a particular index, such as the Standard & Poor's 500 Index, over a specified period.  We are generally able to change the participation rate at the beginning of each index period (typically on each policy anniversary date), subject to contractual minimums.  The Company accounts for the options attributed to the policyholder for the estimated life of the contract as embedded derivatives. We are required to record the embedded derivatives related to our fixed indexed annuity products at estimated fair value. These accounting requirements often create volatility in the earnings from these products. We typically buy call options (including call spreads) referenced to the applicable indices in an effort to offset or hedge potential increases to policyholder benefits resulting from increases in the particular index to which the policy's return is linked.  The notional amount of these options was $4.2 billion and $4.2 billion at March 31, 2025 and December 31, 2024, respectively.

We are required to establish an embedded derivative related to a modified coinsurance agreement pursuant to which we assume the risks of a block of health insurance business. The embedded derivative represents the mark-to-market adjustment for $74.8 million in underlying investments held by the ceding reinsurer at March 31, 2025.

We purchase certain fixed maturity securities that contain embedded derivatives that are required to be held at fair value on the consolidated balance sheet. We have elected the fair value option to carry the entire security at fair value with changes in fair value recognized in net income.

The following table provides the pre-tax impact recognized in net income for derivative instruments, which are not designated as hedges for the periods indicated (dollars in millions):
Three months ended
March 31,
2025 2024
Net investment income (loss) from policyholder and other special-purpose portfolios:
Fixed indexed call options $ (70.6) $ 140.2 
Total investment gains (losses):
Embedded derivative related to modified coinsurance agreement 1.2  0.3 
Total revenues from derivative instruments, not designated as hedges (69.4) 140.5 
Insurance policy benefits:
Embedded derivatives related to fixed indexed annuities (2.8) 67.9 
Net pre-tax impact $ (66.6) $ 72.6 



46

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

Derivative Counterparty Risk

If the counterparties to the call options fail to meet their obligations, we may recognize a loss.  We limit our exposure to such a loss by diversifying among several counterparties believed to be strong and creditworthy.  At March 31, 2025, all of our counterparties were rated "A" or higher by S&P Global Ratings ("S&P").

The Company and its subsidiaries are parties to master netting arrangements with its counterparties related to entering into various derivative contracts.

The following table summarizes information related to derivatives with master netting arrangements or collateral as of March 31, 2025 and December 31, 2024 (dollars in millions):
Gross amounts not offset in the balance sheet
Gross amounts recognized Gross amounts offset in the balance sheet Net amounts of assets presented in the balance sheet Non-cash collateral Cash collateral received Net amount
March 31, 2025:
Fixed indexed call options $ 149.6  $ —  $ 149.6  $ 34.6  $ —  $ 115.0 
December 31, 2024:
Fixed indexed call options 279.0  —  279.0  78.0  —  201.0 
47

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

9. REINSURANCE

The cost of reinsurance ceded totaled $42.4 million and $46.0 million for the three months ended March 31, 2025 and 2024, respectively.  We deduct this cost from insurance policy income.  Reinsurance recoveries netted against insurance policy benefits totaled $93.9 million and $105.8 million for the three months ended March 31, 2025 and 2024, respectively.

From time to time, we assume insurance from other companies.  Any costs associated with the assumption of insurance are amortized consistent with the method used to amortize deferred acquisition costs.  Reinsurance premiums assumed totaled $3.7 million and $4.1 million for the three months ended March, 31 2025 and 2024, respectively. Insurance policy benefits related to reinsurance assumed totaled $5.5 million and $5.9 million for the three months ended March 31, 2025 and 2024, respectively.

10. INCOME TAXES

The Company's interim tax expense is based upon the estimated annual effective tax rate for the respective period. Under authoritative guidance, certain items are required to be excluded from the estimated annual effective tax rate calculation. Such items include changes in judgment about the realizability of deferred tax assets resulting from changes in projections of income expected to be available in future years, and items deemed to be unusual, infrequent, or that cannot be reliably estimated. In these cases, the actual tax expense or benefit applicable to that item is treated discretely and is reported in the same period as the related item. The components of income tax expense are as follows (dollars in millions):

Three months ended
March 31,
  2025 2024
Current tax expense $ 0.8  $ 17.3 
Deferred tax expense
3.2  16.6 
Total income tax expense $ 4.0  $ 33.9 

A reconciliation of the U.S. statutory corporate tax rate to the estimated annual effective rate, reflected in the consolidated statement of operations is as follows: 
Three months ended
March 31,
  2025 2024
U.S. statutory corporate rate 21.0  % 21.0  %
Non-taxable income and nondeductible benefits, net (0.9) — 
State taxes 2.4  2.2 
Effective tax rate 22.5  % 23.2  %



48

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The components of the Company's income tax assets and liabilities are summarized below (dollars in millions):
March 31,
2025
December 31,
2024
Deferred tax assets:    
Net federal operating loss carryforwards $ 254.4  $ 72.2 
Net state operating loss carryforwards 40.9  4.4 
Insurance liabilities 327.5  330.3 
Indirect costs allocable to self-constructed real estate assets 0.9  205.1 
Accumulated other comprehensive income (loss)
347.7  385.1 
Other 10.5  19.4 
Gross deferred tax assets 981.9  1,016.5 
Deferred tax liabilities:    
Investments (41.5) (40.8)
Present value of future profits and deferred acquisition costs (189.5) (184.3)
Gross deferred tax liabilities (231.0) (225.1)
Net deferred tax assets 750.9  791.4 
Current income taxes prepaid (accrued) 24.2  27.5 
Income tax assets, net $ 775.1  $ 818.9 

Effective January 1, 2024, the Company elected to change its tax method of accounting for indirect costs allocable to self-constructed real estate assets. The change in accounting method results in a tax deduction of certain indirect costs previously capitalized under the Company's prior method of accounting. In the second quarter of 2024, the Internal Revenue Service (the "IRS") revised the list of tax method accounting changes that require approval from the IRS to include tax method accounting changes related to indirect costs allocable to self-constructed real estate assets. Previously, only a taxpayer-initiated election was necessary and formal IRS approval was not required. The Company requested approval for its tax method change in June 2024. At December 31, 2024, the Company had not yet received approval from the IRS and was therefore required to account for the existing tax assets under the prior tax method of accounting. In March 2025, the Company executed a consent agreement with the IRS that provides formal approval for the tax method change. As a result, the Company recharacterized the remaining $800 million of capitalized indirect costs under the prior accounting method to a net operating loss carryforward with no expiration date at March 31, 2025.

Our income tax expense includes deferred income taxes arising from temporary differences between the financial reporting and tax bases of assets and liabilities and NOLs. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which temporary differences are expected to be recovered or paid.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in earnings in the period when the changes are enacted.

A reduction of the net carrying amount of deferred tax assets by establishing a valuation allowance is required if, based on the available evidence, it is more likely than not that such assets will not be realized. In assessing the need for a valuation allowance, all available evidence, both positive and negative, are considered to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. This assessment requires significant judgment and considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of carryforward periods, our experience with operating loss and tax credit carryforwards expiring unused, and tax planning strategies.

We evaluate the need to establish a valuation allowance for our deferred income tax assets on an ongoing basis using a deferred tax valuation model. Our model is adjusted to reflect changes in our projections of future taxable income. Our estimates of future taxable income are based on evidence we consider to be objectively verifiable. Such estimates are subject to numerous risks and uncertainties and the extent to which actual impacts differ from the assumptions used in our deferred tax valuation model. Based on our assessment, we have concluded that it is more likely than not that all our deferred tax assets of $750.9 million will be realized through future taxable earnings.

49

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

Recovery of our deferred tax asset is dependent on achieving the level of future taxable income projected in our deferred tax valuation model and failure to do so could result in the recognition of a valuation allowance in a future period.  The recognition of a valuation allowance would increase income tax expense and reduce shareholders' equity, and such an increase could have a significant impact upon our earnings in the future.

Section 382 of the Internal Revenue Code (the "Code") imposes limitations on a corporation's ability to use its NOLs when the company undergoes a 50 percent ownership change over a three-year period.  Future transactions and the timing of such transactions could cause an ownership change for Section 382 income tax purposes.  Such transactions may include, but are not limited to, additional repurchases under our securities repurchase program, issuances of common stock and acquisitions or sales of shares of CNO stock by certain holders of our shares, including persons who have held, currently hold or may accumulate in the future five percent or more of our outstanding common stock for their own account.  Many of these transactions are beyond our control.  If an ownership change were to occur for purposes of Section 382, we would be required to calculate an annual restriction on the use of our NOLs to offset future taxable income.  The annual restriction would be calculated based upon the value of CNO's equity at the time of such ownership change, multiplied by a federal long-term tax exempt rate (3.67 percent at March 31, 2025), and the annual restriction could limit our ability to use a substantial portion of our NOLs to offset future taxable income or may defer the utilization of such NOLs.  We regularly monitor ownership change (as calculated for purposes of Section 382) and, as of March 31, 2025, we were below the 50 percent ownership change level that could limit our ability to utilize our NOLs.

We have $1.2 billion of federal life and non-life NOLs as of March 31, 2025, as summarized below (dollars in millions):
Year of expiration Life Non-Life Total
NOLs expiring in 2028 through 2035 $ —  $ 293.4  $ 293.4 
NOLs with no expiration date 63.1  855.0  918.1 
Total $ 63.1  $ 1,148.4  $ 1,211.5 

Our non-life NOLs with expiration dates can be used to offset 35 percent of life insurance company taxable income and 100 percent of non-life company taxable income until all non-life NOLs are utilized or expire. Our non-life NOLs with no expiration date can be used to offset 35 percent of life insurance company taxable income and 80 percent of non-life company taxable income.
We also had deferred tax assets related to NOLs for state income taxes of $40.9 million and $4.4 million at March 31, 2025 and December 31, 2024, respectively, primarily resulting from the tax method change discussed previously.  The related state NOLs are available to offset future state taxable income in certain states and are expected to be fully utilized prior to expiration.

The Company had a capital loss carryforward of $6.6 million and $5.6 million at March 31, 2025 and December 31, 2024, respectively. Capital loss carryforwards can be carried forward for up to five years to offset future capital gains. We expect this carryforward to be fully utilized prior to its 2029 expiration date.

The IRS is conducting an examination of our 2016 through 2018 tax returns. The federal statute of limitations remains open with respect to tax years 2016 through 2024. The Company's various state income tax returns are generally open for tax years based on individual state statutes of limitation. Generally, for tax years which generate NOLs, capital losses or tax credit carryforwards, the statute remains open until the expiration of the statute of limitations for the tax year in which such carryforwards are utilized. The outcome of tax audits cannot be predicted with certainty. If the Company's tax audits are not resolved in a manner consistent with management’s expectations, the Company may be required to adjust its provision for income taxes.







50

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


11. NOTES PAYABLE - DIRECT CORPORATE OBLIGATIONS

The following notes payable were direct corporate obligations of the Company as of March 31, 2025 and December 31, 2024 (dollars in millions):
March 31,
2025
December 31,
2024
6.450% Senior Notes due June 2034
$ 700.0  $ 700.0 
5.125% Subordinated Debentures due 2060
150.0  150.0 
5.250% Senior Notes due May 2029
500.0  500.0 
5.250% Senior Notes due May 2025
500.0  500.0 
Unamortized discount on 6.450% Senior Notes due June 2034
(2.2) (2.2)
Unamortized debt issue costs (13.6) (14.3)
Direct corporate obligations $ 1,834.2  $ 1,833.5 

Revolving Credit Agreement

The $250.0 million revolving credit agreement (the "Revolving Credit Agreement"), among other things, (i) requires the Company to maintain (each as calculated in accordance with the Revolving Credit Agreement): (i) a debt to total capitalization ratio (excluding hybrid securities, except to the extent that the aggregate amount outstanding of all such hybrid securities exceeds an amount equal to 15 percent of total capitalization) of not more than 35.0 percent (such ratio was 31.3 percent at March 31, 2025); and (ii) a minimum consolidated net worth of not less than the sum of (x) $2,674.0 million plus (y) 25.0 percent of the net equity proceeds received by the Company from the issuance and sale of equity interests in the Company (the Company's consolidated net worth was $3,769.6 million at March 31, 2025 compared to the minimum requirement of $2,699.9 million). The maturity date of the Revolving Credit Agreement is July 16, 2026. The Revolving Credit Agreement contains certain other restrictive covenants with which the Company must comply. The interest rate applicable to loans under the Revolving Credit Agreement is calculated as the Secured Overnight Financing Rate ("SOFR") (plus a credit spread adjustment of 0.10 percent for all available interest periods) or the base rate (as defined in the Revolving Credit Agreement), at the Company's option, plus a margin based on the Company's unsecured debt rating. The margins under the Revolving Credit Agreement range from 1.375 percent to 2.125 percent, in the case of loans at the SOFR, and 0.375 percent to 1.125 percent, in the case of loans at the base rate. The commitment fee under the Revolving Credit Agreement is based on the Company's unsecured debt rating. There were no amounts outstanding under the Revolving Credit Agreement during the three months ended March 31, 2025.

12. INVESTMENT BORROWINGS

Three of the Company's insurance subsidiaries (Bankers Life and Casualty Company ("Bankers Life"), Washington National Insurance Company ("Washington National") and Colonial Penn Life Insurance Company ("Colonial Penn")) are members of the FHLB.  As members of the FHLB, our insurance subsidiaries have the ability to borrow on a collateralized basis from the FHLB. We are required to hold certain minimum amounts of FHLB common stock as a condition of membership in the FHLB, and additional amounts based on the amount of the borrowings.  At March 31, 2025, the carrying value of the FHLB common stock was $94.6 million.  As of March 31, 2025, collateralized borrowings from the FHLB totaled $2.2 billion and the proceeds were used to purchase matched variable rate fixed maturity securities with similar durations.  The borrowings are classified as investment borrowings in the accompanying consolidated balance sheet.  The borrowings are collateralized by investments with an estimated fair value of $2.8 billion at March 31, 2025, which are maintained in a custodial account for the benefit of the FHLB.  Substantially all of such investments are classified as fixed maturities, available for sale, in our consolidated balance sheet.  


51

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following summarizes the terms of the borrowings from the FHLB by our insurance subsidiaries (dollars in millions):
Amount
Maturity Interest rate at
borrowed date March 31, 2025
$ 21.8  May 2025
Variable rate - 4.688%
17.3  June 2025
Fixed rate - 2.940%
125.0  September 2025
Variable rate - 4.690%
50.0  January 2026
Variable rate - 4.732%
50.0  January 2026
Variable rate - 4.758%
100.0  January 2026
Variable rate - 4.747%
5.0  May 2026
Variable rate - 4.766%
21.8  May 2026
Variable rate - 4.637%
50.0  May 2026
Variable rate - 4.610%
10.0  November 2026
Variable rate - 4.814%
75.0  December 2026
Variable rate - 4.699%
75.0  January 2027
Variable rate - 4.647%
50.0  January 2027
Variable rate - 4.719%
50.0  January 2027
Variable rate - 4.764%
100.0  February 2027
Variable rate - 4.726%
50.0  April 2027
Variable rate - 4.617%
50.0  May 2027
Variable rate - 4.627%
100.0  June 2027
Variable rate - 4.710%
10.0  June 2027
Variable rate - 4.933%
15.5  July 2027
Variable rate - 4.780%
50.0  July 2027
Variable rate - 4.987%
50.0  July 2027
Variable rate - 5.000%
12.5  September 2027
Variable rate - 4.866%
57.7  November 2027
Variable rate - 4.776%
100.0  December 2027
Variable rate - 4.773%
100.0  December 2027
Variable rate - 4.766%
50.0  December 2027
Variable rate - 4.790%
75.0  January 2028
Variable rate - 4.748%
134.5  January 2028
Variable rate - 4.738%
50.0  January 2028
Variable rate - 4.759%
50.0  January 2028
Variable rate - 4.813%
100.0  January 2028
Variable rate - 4.692%
100.0  February 2028
Variable rate - 4.789%
21.0  February 2028
Variable rate - 4.733%
22.0  February 2028
Variable rate - 4.745%
100.0  February 2028
Variable rate - 4.746%
27.0  July 2028
Variable rate - 4.810%
15.0  July 2028
Variable rate - 4.720%
35.0  August 2028
Variable rate - 4.730%
12.5  September 2028
Variable rate - 4.962%
$ 2,188.6     

52

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

Generally, the variable and fixed rate borrowings are pre-payable.  At March 31, 2025, the aggregate prepayment penalty on such outstanding borrowings was not material.

Interest expense of $26.0 million and $31.4 million during the three months ended March 31, 2025 and 2024, respectively, was recognized related to total borrowings from the FHLB, reflecting lower interest rates on the variable rate investment borrowings during the three months ended March 31, 2025.

13. SHAREHOLDERS' EQUITY

In the first three months of 2025, we repurchased 2.5 million shares of common stock for $99.9 million under our securities repurchase program (including $1.9 million of repurchases settled in the second quarter of 2025). The Company had remaining repurchase authority of $640.4 million as of March 31, 2025.

In the first three months of 2025, we issued 0.8 million shares of common stock, net of shares withheld to pay tax withholdings, pursuant to employee benefit plans.

In the first three months of 2025, dividends declared on common stock totaled $16.4 million ($0.16 per common share). In May 2025, the Company increased its quarterly common stock dividend to $0.17 per share from $0.16 per share.

Accumulated other comprehensive income (loss), included in shareholders' equity as of March 31, 2025 and December 31, 2024, is comprised of the following (dollars in millions):
March 31,
2025
December 31,
2024
Net unrealized losses on investments having no allowance for credit losses $ (861.1) $ (1,281.6)
Unrealized losses on investments with an allowance for credit losses (1,292.7) (1,108.7)
Change in discount rates for liability for future policy benefits 555.7  624.5 
Change in instrument-specific credit risk for market risk benefits 3.1  1.4 
Deferred income tax assets 355.9  393.0 
Accumulated other comprehensive loss $ (1,239.1) $ (1,371.4)

14. LITIGATION AND OTHER LEGAL PROCEEDINGS

Legal Proceedings

The Company and its subsidiaries are involved in various legal actions in the normal course of business, in which claims for compensatory and punitive damages are asserted, some for substantial amounts.  We recognize an estimated loss from these loss contingencies when we believe it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Some of the pending matters have been filed as purported class actions and some actions have been filed in certain jurisdictions that permit punitive damage awards that are disproportionate to the actual damages incurred.  The amounts sought in certain of these actions are often large or indeterminate and the ultimate outcome of certain actions is difficult to predict.  In the event of an adverse outcome in one or more of these matters, there is a possibility that the ultimate liability may be in excess of the liabilities we have established and could have a material adverse effect on our business, financial condition, results of operations and cash flows.  In addition, the resolution of pending or future litigation may involve modifications to the terms of outstanding insurance policies or could impact the timing and amount of rate increases, which could adversely affect the future profitability of the related insurance policies.  Based upon information presently available, and in light of legal, factual and other defenses available to the Company and its subsidiaries, the Company does not believe that it is probable that the ultimate liability from either pending or threatened legal actions, after consideration of existing loss provisions, will have a material adverse effect on the Company's consolidated financial condition, operating results or cash flows. However, given the inherent difficulty in predicting the outcome of legal proceedings, there exists the possibility that such legal actions could have a material adverse effect on the Company's consolidated financial condition, operating results or cash flows.

53

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

In addition to the inherent difficulty of predicting litigation outcomes, particularly those that will be decided by a jury, some matters purport to seek substantial or an unspecified amount of damages for unsubstantiated conduct spanning several years based on complex legal theories and damages models. The alleged damages typically are indeterminate or not factually supported in the complaint, and, in any event, the Company's experience indicates that monetary demands for damages often bear little relation to the ultimate loss. In some cases, plaintiffs are seeking to certify classes in the litigation and class certification either has been denied or is pending and we have filed oppositions to class certification or sought to decertify a prior class certification. In addition, for many of these cases: (i) there is uncertainty as to the outcome of pending appeals or motions; (ii) there are significant factual issues to be resolved; and/or (iii) there are novel legal issues presented. Accordingly, the Company cannot reasonably estimate the possible loss or range of loss in excess of amounts accrued, if any, or predict the timing of the eventual resolution of these matters.  The Company reviews these matters on an ongoing basis.  When assessing reasonably possible and probable outcomes, the Company bases its assessment on the expected ultimate outcome following all appeals.

On June 7, 2019, Platinum Partners Value Arbitrage Fund L.P. (in Official Liquidation) ("PPVA"), the Joint Official Liquidators of PPVA (the "JOLs") and Principal Growth Strategies, LLC, ("PGS"), commenced suit against, among others, CNO Financial Group, Inc., Bankers Conseco Life Insurance Company ("BCLIC"), Washington National and 40|86 Advisors, Inc. (collectively, the "CNO Parties") in Delaware Chancery Court.  Plaintiffs seek an unspecified amount of damages, costs, attorney's fees, and other relief as the court deems appropriate.  Plaintiffs allege that the CNO Parties were unjustly enriched when they terminated BCLIC and Washington National's reinsurance agreements with Beechwood Re Ltd. ("BRe") and recaptured assets from reinsurance trusts, in particular, Agera securities.  Plaintiffs contend that the Agera securities were fraudulently transferred to the reinsurance trusts by other Platinum-related entities and they are seeking to claw back those Agera securities, or the value of those assets, from the CNO Parties.  The CNO Parties had removed the case to the United States District Court for the District of Delaware but on April 6, 2020, the District Court granted Plaintiff's motion to remand the case back to the Delaware Chancery Court. On July 10, 2020, Plaintiffs filed an Amended Complaint and the CNO Parties moved to dismiss the Amended Complaint. The Delaware Chancery Court denied the CNO Parties’ motions to dismiss the Amended Complaint on the basis of forum non conveniens, but granted the CNO Parties’ motion to stay the case pending the conclusion of a related matter. On December 1, 2023, the Delaware Chancery Court lifted the stay as of November 30, 2023. On January 25, 2024, the Delaware Chancery Court granted in part and denied in part the CNO Parties’ motion to dismiss the Amended Complaint. Based on the Court’s ruling, PPVA and the JOLs’ claims against the CNO Parties were dismissed. On April 9, 2024, PGS filed a second amended complaint, which contains the same claims against the CNO Parties that PGS had previously asserted. The CNO Parties are vigorously contesting PGS's claims. The Court has indicated that it will enter a new Case Schedule setting an April 2026 trial date.

On October 5, 2012, plaintiffs William Jeffrey Burnett and Joe H. Camp commenced an action entitled Burnett v. Conseco Life Ins. Co. against, among others, CNO Financial Group, Inc. and CNO Services, LLC (collectively, the "CNO Entities") in the United States District Court for the Central District of California on behalf of a putative class of former interest-sensitive whole life insurance policyholders who surrendered their policies or let them lapse. Plaintiffs' first amended complaint alleges that the CNO Entities are liable under an alter ego theory for Conseco Life Insurance Company's purported breach of the optional premium payment provision (the "Optional Premium Payment") and other provisions of plaintiffs' insurance policies. In January 2018, the case was transferred to the United States District Court for the Southern District of Indiana. On August 17, 2020, the Court denied the CNO Entities' motions to dismiss. On January 13, 2021, the Court granted final approval of a class action settlement between plaintiffs and co-defendant Conseco Life Insurance Company (n/k/a Wilco Life Insurance Company). The case remains pending against the CNO Entities. On March 25, 2022, the Court certified a Rule 23(b)(3) class of under 2,000 policyholders who invoked the policy's Optional Premium Payment prior to October 2008 and who surrendered their policies between October 7, 2008 and September 1, 2011. The Court's certification order acknowledged the existence of individualized issues of causation and damages, which the Court stated could be addressed in individualized proceedings following a class trial on the alter ego allegations and the meaning of the subject insurance policy language. On September 25, 2024, the Court granted in part and denied in part the CNO Entities' Motion for Summary Judgment on the breach of contract claim. On November 12, 2024, the Court granted CNO Entities' Motion to Bifurcate the trials of the breach of contract and alter ego claims. The jury trial on the breach of contract claim is scheduled to begin on June 16, 2025; the bench trial on the alter ego claim is scheduled to begin on August 12, 2025. The CNO Entities continue to vigorously defend the case.

54

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

Regulatory Examinations and Fines

Insurance companies face significant risks related to regulatory investigations and actions.  Regulatory investigations generally result from matters related to sales or underwriting practices, payment of contingent or other sales commissions, claim payments and procedures, product design, product disclosure, additional premium charges for premiums paid on a periodic basis, denial or delay of benefits, charging excessive or impermissible fees on products, procedures related to canceling policies, changing the way cost of insurance charges are calculated for certain life insurance products or recommending unsuitable products to customers.  We are, in the ordinary course of our business, subject to various examinations, inquiries and information requests from state, federal and other authorities.  The ultimate outcome of these regulatory actions, including the costs of complying with information requests and policy reviews, cannot be predicted with certainty.  In the event of an unfavorable outcome in one or more of these matters, the ultimate liability may be in excess of liabilities we have established and we could suffer significant reputational harm as a result of these matters, which could also have a material adverse effect on our business, financial condition, results of operations or cash flows.

15. CONSOLIDATED STATEMENT OF CASH FLOWS

The following reconciles net income to net cash from operating activities (dollars in millions):
Three months ended
March 31,
  2025 2024
Cash flows from operating activities:    
Net income $ 13.7  $ 112.3 
Adjustments to reconcile net income to net cash from operating activities:  
Amortization and depreciation 77.8  70.4 
Income taxes 6.6  23.8 
Insurance liabilities 115.4  156.6 
Accrual, amortization and fair value changes included in investment income 48.8  (134.8)
Deferral of policy acquisition costs (114.1) (103.2)
Net investment losses 6.8  (7.8)
Loss on extinguishment of borrowings related to variable interest entities (1.5) — 
Other (a) (16.8) (22.7)
Net cash from operating activities $ 136.7  $ 94.6 
_____________
(a)    Primarily relates to changes in other assets and liabilities related to the timing of payments and receipts.

Other non-cash items not reflected in the investing and financing activities sections of the consolidated statement of cash flows (dollars in millions):
Three months ended
March 31,
  2025 2024
Amounts related to employee benefit plans $ 7.2  $ 6.1 

55

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

16. INVESTMENTS IN VARIABLE INTEREST ENTITIES

We have concluded that we are the primary beneficiary with respect to certain VIEs, which are consolidated in our financial statements.  In consolidating the VIEs, we consistently use the financial information most recently distributed to investors in the VIE.

All of the VIEs are collateralized loan trusts that were established to issue securities to finance the purchase of commercial bank loans and other permitted investments.  The assets held by the trusts are legally isolated and not available to the Company.  The liabilities of the VIEs are expected to be satisfied from the cash flows generated by the underlying loans held by the trusts, not from the assets of the Company.  The Company has no financial obligation to the VIEs beyond its investment in each VIE.

Certain of our subsidiaries are noteholders of the VIEs.  Another subsidiary of the Company is the investment manager for the VIEs.  As such, it has the power to direct the most significant activities of the VIEs which materially impacts the economic performance of the VIEs.

The following tables provide supplemental information about the assets and liabilities of the VIEs which have been consolidated in accordance with authoritative guidance (dollars in millions):
  March 31, 2025
VIEs Eliminations Net effect on
consolidated
balance sheet
Assets:      
Investments held by variable interest entities $ 380.2  $ —  $ 380.2 
Notes receivable of VIEs held by subsidiaries —  (130.0) (130.0)
Cash and cash equivalents held by variable interest entities 96.6  —  96.6 
Accrued investment income 0.9  —  0.9 
Income tax assets, net 15.9  —  15.9 
Other assets 12.1  (0.4) 11.7 
Total assets $ 505.7  $ (130.4) $ 375.3 
Liabilities:      
Other liabilities $ 60.6  $ (0.5) $ 60.1 
Borrowings related to variable interest entities 375.1  —  375.1 
Notes payable of VIEs held by subsidiaries 130.2  (130.2) — 
Total liabilities $ 565.9  $ (130.7) $ 435.2 
56

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

  December 31, 2024
VIEs Eliminations Net effect on
consolidated
balance sheet
Assets:      
Investments held by variable interest entities $ 432.3  $ —  $ 432.3 
Notes receivable of VIEs held by subsidiaries —  (130.0) (130.0)
Cash and cash equivalents held by variable interest entities 341.0  —  341.0 
Accrued investment income 0.9  —  0.9 
Income tax assets, net 15.0  —  15.0 
Other assets 5.5  (0.2) 5.3 
Total assets $ 794.7  $ (130.2) $ 664.5 
Liabilities:      
Other liabilities $ 224.0  $ (0.6) $ 223.4 
Borrowings related to variable interest entities 497.6  —  497.6 
Notes payable of VIEs held by subsidiaries 131.2  (131.2) — 
Total liabilities $ 852.8  $ (131.8) $ 721.0 

The investment portfolios held by the VIEs are primarily comprised of commercial bank loans to corporate obligors which are almost entirely rated below-investment grade.  At March 31, 2025, such loans had an amortized cost of $387.1 million; gross unrealized gains of $0.3 million; gross unrealized losses of $4.7 million; allowance for credit losses of $2.5 million; and an estimated fair value of $380.2 million.

The following table summarizes changes in the allowance for credit losses related to corporate securities held by VIEs for the periods indicated (dollars in millions):
Three months ended
March 31,
2025 2024
Allowance at the beginning of the period $ 1.3  $ 3.1 
Additions for securities for which credit losses were not previously recorded 0.9  0.3 
Additions (reductions) for securities where an allowance was previously recorded 0.8  1.7 
Reduction for securities disposed during the period
(0.5) (0.8)
Allowance at the end of the period $ 2.5  $ 4.3 


57

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________

The following table sets forth the amortized cost and estimated fair value of the investments held by the VIEs at March 31, 2025, by contractual maturity.  Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.
Amortized
cost
Estimated
fair
value
  (Dollars in millions)
Due in one year or less $ 1.5  $ 1.4 
Due after one year through five years 236.1  231.0 
Due after five years through ten years 149.5  147.8 
Total $ 387.1  $ 380.2 

During the first three months of 2025, the VIEs recognized net investment losses of $3.5 million which were comprised of: (i) $2.2 million of net losses from the sales of fixed maturities and (ii) an increase in the allowance for credit losses of $1.3 million. Such net realized losses included gross realized losses of $2.4 million from the sale of $47.1 million of investments. During the first three months of 2024, the VIEs recognized net investment losses of $3.6 million which were comprised of: (i) $6.2 million of net losses from the sales of fixed maturities; (ii) $3.8 million of gains related to the liquidation of a VIE; and (iii) an increase in the allowance for credit losses of $1.2 million. Such net realized losses included gross realized losses of $6.9 million from the sale of $81.3 million of investments.

At March 31, 2025, there was one fixed maturity investment held by the VIEs in default. The fair value of this defaulted investment was $2.0 million.

At March 31, 2025, the VIEs held: (i) investments (for which an allowance for credit losses has not been recorded) with a fair value of $240.2 million and gross unrealized losses not deemed to have credit losses of $2.5 million that had been in an unrealized loss position for less than twelve months; and (ii) investments (for which an allowance for credit losses has not been recorded) with a fair value of $8.8 million and gross unrealized losses not deemed to have credit losses of $0.2 million that had been in an unrealized loss position for greater than twelve months.

At December 31, 2024, the VIEs held: (i) investments (for which an allowance for credit losses has not been recorded) with a fair value of $183.2 million and gross unrealized losses of $0.9 million that had been in an unrealized loss position for less than twelve months; and (ii) investments (for which an allowance for credit losses has not been recorded) with a fair value of $25.6 million and gross unrealized losses of $0.3 million that had been in an unrealized loss position for greater than twelve months.

The investments held by the VIEs are evaluated for impairment in a manner that is consistent with the Company's fixed maturities, available for sale.

In addition, the Company, in the normal course of business, makes passive investments in structured securities issued by VIEs for which the Company is not the investment manager.  These structured securities include asset-backed securities, collateralized loan obligations, commercial mortgage-backed securities, agency residential mortgage-backed securities and
non-agency residential mortgage-backed securities.  Our maximum exposure to loss on these securities is limited to our cost basis in the investment.  We have determined that we are not the primary beneficiary of these structured securities due to the relative size of our investment in comparison to the total principal amount of the individual structured securities and the level of credit subordination which reduces our obligation to absorb gains or losses.

At March 31, 2025, we held investments of $452.8 million in various limited partnerships and hedge funds, in which we are not the primary beneficiary. These investments are included within other invested assets on the consolidated balance sheet. At March 31, 2025, we had unfunded commitments to these partnerships totaling $377.6 million.  Our maximum exposure to loss on these investments is limited to the amount of our investment and any unfunded commitments.

58


CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

In this section, we review the consolidated financial condition of CNO as of March 31, 2025, and its consolidated results of operations for the three months ended March 31, 2025 and 2024, and, where appropriate, factors that may affect future financial performance. Please read this discussion in conjunction with the accompanying consolidated financial statements and notes. Results for interim periods are not necessarily indicative of the results that may be expected for a full year.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our statements, trend analyses and other information contained in this report and elsewhere (such as in filings by CNO with the SEC, press releases, presentations by CNO or its management or oral statements) relative to markets for CNO's products and trends in CNO's operations or financial results, as well as other statements, contain forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995.  Forward-looking statements typically are identified by the use of terms such as "anticipate," "believe," "plan," "estimate," "expect," "project," "intend," "may," "will," "would," "contemplate," "possible," "attempt," "seek," "should," "could," "goal," "target," "on track," "comfortable with," "optimistic," "guidance," "outlook," "sustainable," "repeatable," "confident in" and similar words, although some forward-looking statements are expressed differently.  You should consider statements that contain these words carefully because they describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our results of operations, financial position, and our business outlook or they state other "forward-looking" information based on currently available information.  The "Risk Factors" section of our 2024 Annual Report on Form 10-K provides examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements.  Assumptions and other important factors that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, among other things:

•general economic, market and political conditions and uncertainties, including the performance and fluctuations of the financial markets (including the impact of inflation, market volatility, the impact of tariffs, changes in tax laws, changes in commodity prices and fluctuations in foreign currency exchange rates) which may affect the value of our investments as well as our ability to raise capital or refinance existing indebtedness and the cost of doing so;

•exposure to interest rate risk, including interest rate volatility, may negatively impact our results of operations, financial position or cash flow;

•future investment results, including the impact of realized losses (including other-than-temporary impairment charges) may diminish the value of our invested assets and negatively impact our profitability, our financial condition and our liquidity;

•the ultimate outcome of lawsuits filed against us and other legal and regulatory proceedings to which we are subject;

•our ability to make anticipated changes to certain non-guaranteed elements of our life insurance products;

•our ability to obtain adequate and timely rate increases on our health products, including our long-term care business;

•the receipt of any required regulatory approvals for dividend and surplus debenture interest payments from our insurance subsidiaries;

•mortality, morbidity, the increased cost and usage of health care services, persistency, the adequacy of our previous reserve estimates, changes in the health care market and other factors which may affect the profitability of our insurance products;

•the recoverability of our deferred tax assets and the effect of potential ownership changes and tax rate changes on their value;

•our assumption that the positions we take on our tax return filings will not be successfully challenged by the IRS;

59


CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________
•changes in accounting principles and the interpretation thereof;

•our ability to continue to satisfy the financial ratio and balance requirements and other covenants of our debt agreements;

•our ability to identify products and markets in which we can compete effectively against competitors with greater market share, higher ratings, greater financial resources and stronger brand recognition;

•our ability to generate sufficient liquidity to meet our debt service obligations and other cash needs;

•changes in capital deployment opportunities;

•our ability to maintain effective controls over financial reporting and modeling;

•our ability to continue to recruit and retain productive agents and distribution partners;

•customer response to new products, distribution channels and marketing initiatives;

•inflation or other unfavorable economic or business conditions may impact the sales and persistency of insurance products, a portion of our insurance policy benefits affected by increased medical coverage costs and various selling, general and administrative expenses;

•our ability to maintain the financial strength ratings of CNO and our insurance company subsidiaries as well as the impact of our ratings on our business, our ability to access capital, and the cost of capital;

•regulatory changes or actions, now or in the future, including: those relating to regulation of the financial affairs of our insurance companies, such as the calculation of risk-based capital and minimum capital requirements, and payment of dividends and surplus debenture interest to us; regulation of the sale, underwriting and pricing of products; health care regulation affecting health insurance products; and privacy laws and regulations;

•changes in the Federal income tax laws and regulations which may affect or eliminate the relative tax advantages of some of our products or affect the value of our deferred tax assets;

•availability and effectiveness of reinsurance arrangements, as well as the impact of any defaults or failure of reinsurers to perform;

•the use or anticipated use of artificial intelligence ("AI") technologies, including generative AI, by us or third-parties;

•the performance of third-party service providers (both domestic and international) and potential difficulties arising from outsourcing arrangements;

•expectations for the growth rate of sales, collected premiums, annuity deposits and assets;

•interruption in telecommunication, information technology or other operational systems or failure to maintain the security, confidentiality or privacy of sensitive data on such systems;

•events of terrorism, natural disasters or other catastrophic events, including potential adverse impacts from climate change which may increase the frequency or severity of weather-related disasters;

•cyber-security attacks, risk of data loss and other security breaches;

•ineffectiveness of risk management policies and procedures in identifying, monitoring and managing risks; and

•the risk factors or uncertainties listed from time to time in our filings with the SEC.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________
Other factors and assumptions not identified above are also relevant to the forward-looking statements, and if they prove incorrect, could also cause actual results to differ materially from those projected.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by the foregoing cautionary statement.  Our forward-looking statements speak only as of the date made.  We assume no obligation to update or to publicly announce the results of any revisions to any of the forward-looking statements to reflect actual results, future events or developments, changes in assumptions or changes in other factors affecting the forward-looking statements.

The reporting of risk-based capital ("RBC") measures is not intended for the purpose of ranking any insurance company or for use in connection with any marketing, advertising or promotional activities.

OVERVIEW

We are a holding company for a group of insurance companies that develop, market and administer health insurance, annuity, individual life insurance and other insurance and financial services products.  We focus on serving middle-income pre-retiree and retired Americans, which we believe are attractive, underserved, high growth markets.  We sell our products through exclusive agents, independent producers (some of whom sell one or more of our product lines exclusively) and direct marketing.

We view our operations as three insurance product lines (annuity, health and life) and the investment and fee income segments. Our segments are aligned based on their common characteristics, comparability of profit margins and the way the chief operating decision maker makes operating decisions and assesses the performance of the business.

Our insurance product line segments (annuity, health and life) include marketing, underwriting and administration of the policies our insurance subsidiaries sell. The business written in each of the three product categories through all of our insurance subsidiaries is aggregated allowing management and investors to assess the performance of each product category. When analyzing profitability of these segments, we use insurance product margin as the measure of profitability, which is: (i) insurance policy income; and (ii) net investment income allocated to the insurance product lines; less (i) insurance policy benefits; (ii) interest credited to policyholders; (iii) amortization of deferred acquisition costs and present value of future profits, non-deferred commissions; and (iv) advertising expense. Net investment income is allocated to the product lines using the book yield of investments backing the block of business, which is applied to the average insurance liabilities, net of insurance intangibles, for the block in each period. Net insurance liabilities for the purpose of allocating investment income to product lines are equal to: (i) policyholder account values for interest sensitive products; (ii) total reserves before the fair value adjustments reflected in accumulated other comprehensive income (loss), if applicable, for all other products; less (iii) amounts related to reinsured business; (iv) deferred acquisition costs; (v) the present value of future profits; and (vi) the value of unexpired options credited to insurance liabilities.

Income from insurance products is the sum of the insurance margins of the annuity, health and life product lines, less expenses allocated to the insurance lines. It excludes the income from our fee income business, investment income not allocated to product lines, net expenses not allocated to product lines (primarily holding company expenses) and income taxes. Management believes insurance product margin and income from insurance products help provide an additional understanding of the business and a more meaningful analysis of the results of our insurance product lines.

We market our products through the Consumer and Worksite Divisions that reflect the customers served by the Company. The Consumer and Worksite Divisions are primarily focused on marketing insurance products, several types of which are sold in both divisions and underwritten in the same manner.

The Consumer Division serves individual consumers, engaging with them on the phone, virtually, online, face-to-face with agents, or through a combination of sales channels. This structure unifies consumer capabilities into a single division and integrates the strength of our agent sales forces with one of the largest direct-to-consumer insurance businesses with proven experience in advertising, web/digital and call center support.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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The Worksite Division focuses on the sale of voluntary benefit life and health insurance products in the workplace for businesses, associations, and other membership groups, interacting with customers at their place of employment and virtually. The Worksite Division also offers employer benefits services that seek to increase benefits engagement and reduce costs for employers and their employees. These services include: benefit administration technology, year-round advocacy, enrollment, benefits compliance and communications services.

The investment segment involves the management of our capital resources, including investments and the management of corporate debt and liquidity. Our measure of profitability of this segment is the total net investment income not allocated to the insurance products. Investment income not allocated to product lines represents net investment income less: (i) equity returns credited to policyholder account balances; (ii) the investment income allocated to our product lines; (iii) interest expense on notes payable, investment borrowings and financing arrangements; (iv) expenses related to the FABN program; and (v) certain expenses related to benefit plans that are offset by special-purpose investment income; plus (vi) the impact of annual option forfeitures related to fixed indexed annuity surrenders. Investment income not allocated to product lines includes investment income on investments in excess of amounts allocated to product lines, investments held by our holding companies, the spread we earn from our FHLB investment borrowing and FABN programs and variable components of investment income (including call and prepayment income, adjustments to returns on structured securities due to cash flow changes, income (loss) from COLI and alternative investment income not allocated to product lines), net of interest expense on corporate debt and financing arrangements. The spread earned from our FHLB investment borrowing and FABN programs includes the investment income on the matched assets less: (i) interest on investment borrowings related to the FHLB investment borrowing program; (ii) interest credited on funding agreements; and (iii) amortization of deferred acquisition costs related to the FABN program.

Our fee income segment includes the earnings generated from sales of third-party insurance products (primarily Medicare Advantage), services provided by Optavise and the operations of our broker-dealer and registered investment advisor. The resulting fee income metric is the fee income segment's measure of profitability.

Expenses not allocated to product lines primarily include the expenses of our corporate operations, excluding interest expense on debt.

A wide variety of factors continue to impact financial and economic conditions. Consumer and economic uncertainty due to rapid changes in global trade policies, including the imposition of tariffs and potential changes to existing tariffs, are also causing market volatility and heightening concerns regarding inflation. Reactions to these factors and fluctuations in the value of the U.S. dollar compared to foreign currencies may result in reduced economic growth in the United States, the targeted nations and globally, increase inflation, disrupt global supply chains and increase volatility in financial markets, including currency and interest rate markets.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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The following summarizes our earnings for the three months ended March 31, 2025 and 2024 (dollars in millions, except per share data):
Three months ended
March 31,
2025 2024
Insurance product margin
Annuity margin $ 54.5  $ 52.0 
Health margin 126.2  123.0 
Life margin 68.2  54.6 
Total insurance product margin 248.9  229.6 
Allocated expenses (161.2) (161.6)
Income from insurance products 87.7  68.0 
Fee income (0.8) 11.3 
Investment income not allocated to product lines 38.0  12.3 
Expenses not allocated to product lines (20.3) (16.8)
Operating earnings before taxes 104.6  74.8 
Income tax expense on operating income (23.5) (17.3)
Net operating income (a) 81.1  57.5 
Net realized investment losses from sales, maturities and change in allowance for credit losses (13.2) (4.6)
Net change in market value of investments recognized in earnings 6.4  12.4 
Changes in fair value of embedded derivative liabilities and market risk benefits (79.7) 64.0 
Other (0.4) (0.4)
Net non-operating income (loss) before taxes (86.9) 71.4 
Income tax (expense) benefit on non-operating income (loss) 19.5  (16.6)
Net non-operating income (loss) (67.4) 54.8 
Net income $ 13.7  $ 112.3 
Per diluted share
Net operating income
$0.79
$ 0.52 
Net non-operating income (loss) (0.66) 0.49 
Net income $ 0.13  $ 1.01 
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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(a)Management believes that an analysis of net income applicable to common stock before: (i) net realized investment gains or losses from sales, impairments and the change in allowance for credit losses, net of taxes; (ii) net change in market value of investments recognized in earnings, net of taxes; (iii) changes in fair value of embedded derivative liabilities and MRBs related to our fixed indexed annuities, net of taxes; (iv) fair value changes related to the agent deferred compensation plan, net of taxes; (v) gains or losses related to material reinsurance transactions, net of taxes; (vi) loss on extinguishment of debt, net of taxes; (vii) changes in the valuation allowance for deferred tax assets and other tax items; and (viii) other non-operating items including earnings attributable to variable interest entities, net of taxes ("net operating income," a non-GAAP financial measure) is important to evaluate the financial performance of the company, and is a key measure commonly used in the life insurance industry. The income tax expense or benefit allocated to the items included in net non-operating income (loss) represents the current and deferred income tax expense or benefit allocated to the items included in non-operating earnings. Management believes this information provides a better understanding of the business and a more meaningful analysis of results of our insurance product lines. The table above reconciles the non-GAAP measure to the corresponding GAAP measure.

In addition, management uses these non-GAAP financial measures in its budgeting process, financial analysis of segment performance and in assessing the allocation of resources. We believe these non-GAAP financial measures enhance an investor's understanding of our financial performance and allow them to make more informed judgments about the Company as a whole. These measures also highlight operating trends that might not otherwise be apparent. However, net operating income is not a measurement of financial performance under GAAP and should not be considered as an alternative to cash flow from operating activities, as measures of liquidity, or as an alternative to net income as measures of our operating performance or any other measures of performance derived in accordance with GAAP. In addition, net operating income should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Net operating income has limitations as an analytical tool, and you should not consider such measure either in isolation or as a substitute for analyzing our results as reported under GAAP. Our definition and calculation of net operating income are not necessarily comparable to other similarly titled measures used by other companies due to different methods of calculation.

GOVERNMENTAL REGULATION

In early 2025, the National Association of Insurance Commissioners (the "NAIC") created a new Risk-Based Capital Model Governance (EX) Task Force, charged with completing a comprehensive analysis to identify gaps in the current RBC framework and developing guiding principles for future RBC adjustments. The task force remains in the early stages of work on these initiatives.

The NAIC is currently considering a proposal to require asset adequacy analysis for certain reinsurance transactions. The NAIC’s Life Actuarial (A) Task Force (“LATF”) has exposed a draft actuarial guideline proposing enhancements to reserve adequacy requirements, which is expected to be adopted in 2025 for reserves reported as of December 31, 2025 in an insurer’s annual statement. The guideline would require asset adequacy testing for certain reinsurance transactions within the scope of the draft guideline involving long-duration insurance business that relies heavily on asset returns (referred to in the proposed guidance as “asset-intensive business”). Such testing would be performed using a cash flow testing methodology. LATF has indicated that the guideline should focus on disclosure by the ceding insurer, as opposed to adopting new substantive reserving requirements; however, individual states will continue to have the authority to take action on known issues, or issues that may become known as part of such new reporting. CNO is unable to predict the effect, if any, on CNO, if asset adequacy testing were required in connection with reinsurance transactions.

Refer to "Governmental Regulation" in our 2024 Annual Report on Form 10-K for information on our insurance and other governmental regulatory matters.

CRITICAL ACCOUNTING ESTIMATES

Refer to "Critical Accounting Estimates" in our 2024 Annual Report on Form 10-K for information on our other accounting policies that we consider critical in preparing our consolidated financial statements.

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RESULTS OF OPERATIONS

The following tables and narratives summarize the operating results of our segments (dollars in millions):

Three months ended
March 31,
  2025 2024
Insurance product margin
Annuity:
Insurance policy income $ 9.8  $ 7.3 
Net investment income 148.0  134.5 
Insurance policy benefits (10.3) (11.3)
Interest credited (68.3) (58.3)
Amortization and non-deferred commissions (a) (24.7) (20.2)
Annuity margin 54.5  52.0 
Health:
Insurance policy income 412.0  398.4 
Net investment income 75.1  74.3 
Insurance policy benefits (320.3) (308.5)
Amortization and non-deferred commissions (a) (40.6) (41.2)
Health margin 126.2  123.0 
Life:
Insurance policy income 228.9  222.7 
Net investment income 37.6  36.5 
Insurance policy benefits (138.1) (144.0)
Interest credited (13.0) (12.5)
Amortization and non-deferred commissions (a) (26.0) (23.5)
Advertising expense (21.2) (24.6)
Life margin 68.2  54.6 
Total insurance product margin 248.9  229.6 
Allocated expenses:
Branch office expenses (20.7) (19.8)
Other allocated expenses (140.5) (141.8)
Income from insurance products 87.7  68.0 
Fee income (0.8) 11.3 
Investment income not allocated to product lines 38.0  12.3 
Expenses not allocated to product lines (20.3) (16.8)
Operating earnings before taxes 104.6  74.8 
Income tax expense on operating income (23.5) (17.3)
Net operating income $ 81.1  $ 57.5 
____________
(a)Amortization and non-deferred commissions are comprised of: (i) the amortization of deferred acquisition costs and present value of future profits; and (ii) commission expenses that are not directly related to the successful acquisition of new or renewal insurance contracts and, therefore, are not eligible to be deferred. Such non-deferred commissions are included in other operating costs and expenses on the consolidated statement of operations.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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General: CNO is the top tier holding company for a group of insurance companies that develop, market and administer health insurance, annuity, individual life insurance and other insurance and financial services products. We view our operations by segments, which consist of insurance product lines. These products are distributed by our two divisions. The Consumer Division serves individual consumers, engaging with them on the phone, virtually, online, face-to-face with agents, or through a combination of sales channels. The Worksite Division focuses on the sale of voluntary benefit life and health insurance products in the workplace for businesses, associations, and other membership groups, interacting with customers at their place of employment and virtually.

Insurance product margin is management's measure of the profitability of its annuity, health and life product lines' performance and consists of insurance policy income plus allocated investment income less insurance policy benefits, interest credited, commissions, advertising expense and amortization of acquisition costs. Income from insurance products is the sum of the insurance margins of the annuity, health and life product lines, less expenses allocated to the insurance lines. It excludes the income from our fee income business, investment income not allocated to product lines, net expenses not allocated to product lines (primarily holding company expenses) and income taxes. Management believes this information provides an additional understanding of the business and a more meaningful analysis of the results of our insurance product lines.

Net investment income is allocated to the product lines using the book yield of investments backing the block of business, which is applied to the average insurance liabilities for the block in each period. Net insurance liabilities for the purpose of allocating investment income to product lines are equal to: (i) policyholder account values for interest sensitive products; (ii) total reserves before the fair value adjustments reflected in accumulated other comprehensive income (loss), if applicable, for all other products; less (iii) amounts related to reinsured business; (iv) deferred acquisition costs; (v) the present value of future profits; and (vi) the value of unexpired options credited to insurance liabilities. Investment income not allocated to product lines represents net investment income less: (i) equity returns credited to policyholder account balances; (ii) the investment income allocated to our product lines; (iii) interest expense on notes payable, investment borrowings and financing arrangements; (iv) expenses related to the FABN program; and (v) certain expenses related to benefit plans that are offset by special-purpose investment income; plus (vi) the impact of annual option forfeitures related to fixed indexed annuity surrenders. Investment income not allocated to product lines includes investment income on investments in excess of amounts allocated to product lines, investments held by our holding companies, the spread we earn from our FHLB investment borrowing and FABN programs and variable components of investment income (including call and prepayment income, adjustments to returns on structured securities due to cash flow changes, income (loss) from COLI and alternative investment income not allocated to product lines), net of interest expense on corporate debt and financing arrangements. The spread earned from our FHLB investment borrowing and FABN programs includes the investment income on the matched assets less: (i) interest on investment borrowings related to the FHLB investment borrowing program; (ii) interest credited on funding agreements; and (iii) amortization of deferred acquisition costs related to the FABN program.

Summary of Operating Results: Net operating income was $81.1 million in the first quarter of 2025, compared to $57.5 million in the first quarter of 2024.

Operating return on equity ("Operating ROE") (a non-GAAP measure) is equal to the trailing four quarters of net operating income divided by average shareholders' equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards. As of March 31, 2025, our 2025 operating ROE is on target with our guidance of an approximate 50 basis point improvement from our 2024 run rate ratio of 10 percent.

Insurance product margin was $248.9 million in the first quarter of 2025, compared to $229.6 million in the first quarter of 2024. Excluding a significant item related to traditional life, the insurance product margin was $242.1 million in the first quarter of 2025. Fluctuations by product line are discussed in greater detail in the narratives that follow.

Total net investment income (comprised of investment income allocated and not allocated to products) increased 16.0 percent to $298.7 million in the first quarter of 2025, as compared to $257.6 million in the first quarter of 2024. Investment income allocated to products increased $15.4 million in first quarter of 2025 as compared to first quarter of 2024 as a result of growth in the business and higher yields. The higher yields reflect continued new money rates in excess of 6 percent over the past nine quarters in addition to increased yields from portfolio optimization trades primarily in the second quarter of 2024. Investment income not allocated increased $$25.7 million period over period primarily due to alternative investment income, which was $12.9 million in the first quarter of 2025 as compared to $(24.3) million in the first quarter of 2024.
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Total allocated and unallocated expenses are summarized in the table below (dollars in millions):
Three months ended
March 31,
2025 2024
Expenses allocated to product lines $ 161.2  $ 161.6 
Expenses not allocated to product lines 20.3  16.8 
Adjusted total $ 181.5  $ 178.4 

Total allocated and unallocated expenses in the first three months of 2025 were up slightly as compared to the same period in the prior year, and were in line with our expectations. Our expense ratio was 19.9 percent and 20.4 percent for the three months ended March 31, 2025 and 2024, respectively. Expenses are seasonally higher in the first quarter of the year. The expense ratio is defined as total allocated and unallocated expenses divided by the sum of insurance policy income and net investment income allocated to products.

The fee income segment is summarized below (dollars in millions):
Three months ended
March 31,
2025 2024
Fee revenue $ 47.4  $ 50.5 
Operating costs and expenses (48.2) (39.2)
Net fee income $ (0.8) $ 11.3 

Net fee income decreased in the first quarter of 2025 as compared to the first quarter of 2024 primarily due to the timing of income recognition on sales of third-party products by our Consumer Division. In the past year, we have expanded the number of carriers and the volume of sales from newer carriers. In addition, while the percentage of policies exchanged for new policies effective in 2025 did not materially change from the prior year, exchanges from our long-tenured carriers to our newer carriers increased as a percentage of total exchanges. We hold a constraint on the income from new carriers until we build some persistency experience. Net fee income decreased as a result of this constraint in addition to higher agent retention in the first quarter of 2025 as compared to the first quarter of 2024.

Investment income not allocated to product lines generally fluctuates from period to period based on the performance of our alternative investments (which are typically reported a quarter in arrears); the earnings related to the investments underlying our COLI; the spread we earn from our FHLB investment borrowing and FABN programs; the level of prepayment income (including call premiums) and trading account income; and the impact of annual option forfeitures related to fixed indexed annuity surrenders. The increase in investment income not allocated to products in the first quarter of 2025 as compared to the first quarter of 2024 was primarily due to a loss on alternative investments in the first quarter of 2024.

The effective tax rate for the first three months of 2025 was 22.5 percent.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Margin from Annuity Products (dollars in millions):
Three months ended
March 31,
  2025 2024
Annuity margin:
Fixed indexed annuities
Insurance policy income $ 7.2  $ 6.0 
Net investment income 120.9  108.4 
Insurance policy benefits (5.5) (5.8)
Interest credited (55.7) (46.7)
Amortization and non-deferred commissions (22.4) (18.5)
Margin from fixed indexed annuities $ 44.5  $ 43.4 
Average net insurance liabilities $ 10,085.7  $ 9,636.3 
Margin/average net insurance liabilities 1.76  % 1.80  %
Fixed interest annuities
Insurance policy income $ 0.5  $ 0.1 
Net investment income 21.6  20.6 
Insurance policy benefits 0.2  (0.4)
Interest credited (12.1) (11.1)
Amortization and non-deferred commissions (2.1) (1.6)
Margin from fixed interest annuities $ 8.1  $ 7.6 
Average net insurance liabilities $ 1,599.5  $ 1,588.0 
Margin/average net insurance liabilities 2.03  % 1.91  %
Other annuities
Insurance policy income $ 2.1  $ 1.2 
Net investment income 5.5  5.5 
Insurance policy benefits (5.0) (5.1)
Interest credited (0.5) (0.5)
Amortization and non-deferred commissions (0.2) (0.1)
Margin from other annuities $ 1.9  $ 1.0 
Average net insurance liabilities $ 402.2  $ 439.9 
Margin/average net insurance liabilities 1.89  % 0.91  %
Total annuity margin $ 54.5  $ 52.0 
Average net insurance liabilities $ 12,087.4  $ 11,664.2 
Margin/average net insurance liabilities 1.80  % 1.78  %

Margin from fixed indexed annuities was $44.5 million in the first quarter of 2025, compared to $43.4 million in the first quarter of 2024. The margins have increased in the first quarter of 2025 as compared to the same period in 2024, primarily due to growth in the business. Spread income has increased due to growth in the block while the increases in yield have been offset by increases in credited rates. Average net insurance liabilities (policyholder account balances less: (i) amounts related to reinsured business; (ii) deferred acquisition costs; (iii) present value of future profits; and (iv) the value of unexpired options credited to insurance liabilities) were $10,085.7 million and $9,636.3 million in the first quarters of 2025 and 2024, respectively, driven by deposits and reinvested returns in excess of withdrawals. The increase in net insurance liabilities results in higher net investment income allocated. The earned yield was 4.79 percent in the first quarter of 2025 up from 4.50 percent in the first quarter of 2024, reflecting higher portfolio yields.

Net investment income and interest credited exclude the change in market values of the underlying options supporting the fixed indexed annuity products and corresponding offsetting amount credited to policyholder account balances. Such amounts were $(63.5) million and $128.6 million in the first quarters of 2025 and 2024, respectively.
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Margin from fixed interest annuities was $8.1 million in the first quarter of 2025, compared to $7.6 million in the first quarter of 2024. Average net insurance liabilities were $1,599.5 million in the first quarter of 2025, compared to $1,588.0 million in the first quarter of 2024, driven by deposits and reinvested returns in excess of withdrawals. The increase in investment income resulting from the slight increase in the average net insurance liabilities and the increase in the earned yield to 5.40 percent in the first quarter of 2025 from 5.19 percent in the first quarter of 2024 was offset by an increase in credited interest.

Margin from other annuities was $1.9 million in the first quarter of 2025, compared to $1.0 million in the first quarter of 2024. The margin on this relatively small block of business is sensitive to annuitant mortality related to contracts with life contingencies. An increase in mortality in this block will result in a decrease in insurance liabilities and insurance policy benefits. We experienced slightly favorable mortality in the first quarter of 2025 compared to the first quarter of 2024.
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Margin from Health Products (dollars in millions):
Three months ended
March 31,
  2025 2024
Health margin:
Supplemental health
Insurance policy income $ 185.1  $ 179.7 
Net investment income 39.8  39.0 
Insurance policy benefits (131.6) (125.8)
Amortization and non-deferred commissions (27.7) (27.5)
Margin from supplemental health $ 65.6  $ 65.4 
Margin/insurance policy income 35  % 36  %
Medicare supplement
Insurance policy income $ 156.3  $ 151.7 
Net investment income 1.2  1.4 
Insurance policy benefits (120.0) (116.4)
Amortization and non-deferred commissions (9.4) (10.2)
Margin from Medicare supplement $ 28.1  $ 26.5 
Margin/insurance policy income 18  % 17  %
Long-term care
Insurance policy income $ 70.6  $ 67.0 
Net investment income 34.1  33.9 
Insurance policy benefits (68.7) (66.3)
Amortization and non-deferred commissions (3.5) (3.5)
Margin from long-term care $ 32.5  $ 31.1 
Margin/insurance policy income 46  % 46  %
Total health margin $ 126.2  $ 123.0 
Margin/insurance policy income 31  % 31  %

Margin from supplemental health business was $65.6 million in the first quarter of 2025 compared to $65.4 million in the first quarter of 2024, which reflects growth in the business. The margin as a percentage of insurance policy income was 35 percent in the first quarter of 2025 compared to 36 percent in the prior year period.

Our supplemental health products (including specified disease, accident and hospital indemnity products) generally provide fixed or limited benefits. For example, payments under cancer insurance policies are generally made directly to, or at the direction of, the policyholder following diagnosis of, or treatment for, a covered type of cancer. Approximately two-thirds of our supplemental health policies inforce (based on policy count) are sold with return of premium or cash value riders. The return of premium rider generally provides that after a policy has been inforce for a specified number of years or upon the policyholder reaching a specified age, we will pay to the policyholder, or a beneficiary under the policy, the aggregate amount of all premiums paid under the policy, without interest, less the aggregate amount of all claims incurred under the policy. The cash value rider is similar to the return of premium rider, but also provides for payment of a graded portion of the return of premium benefit if the policy terminates before the return of premium benefit is earned. Accordingly, the net cash flows from these products generally result in the accumulation of amounts in the early years of a policy (reflected in our earnings as reserve increases which is a component of insurance policy benefits) which will be paid out as benefits in later policy years (reflected in our earnings as reserve decreases which offset the recording of benefit payments). As the policies age, insurance policy benefits will typically increase, but the increase in benefits will be partially offset by investment income earned on the accumulated assets.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Margin from Medicare supplement business was $28.1 million and $26.5 million in the first quarters of 2025 and 2024, respectively. The modest increase in the Medicare supplement margin is primarily due to growth resulting from sales and higher persistency. Insurance policy income increased 3 percent from $151.7 million in the first quarter of 2024 to $156.3 million in the first quarter of 2025. We continue to invest in both our Medicare supplement products and Medicare Advantage distribution to meet our customers' needs and preferences. We receive fee income when Medicare Advantage policies of other carriers are sold, which is recorded in our Fee income segment.

Medicare supplement business consists of both individual and group policies. Government regulations generally require we attain and maintain a ratio of total benefits incurred to total premiums earned (excluding changes in policy benefits reserves which is a component of Insurance policy benefits) of not less than 65 percent on individual products and not less than 75 percent on group products. The ratio is determined after three years from the original issuance of the policy and over the lifetime of the policy and measured in accordance with statutory accounting principles. Since the insurance product liabilities we establish for Medicare supplement business are subject to significant estimates, the ultimate claim liability we incur for a particular period is likely to be different than our initial estimate. Changes to our estimates are reflected in insurance policy benefits in the period the change is determined.

Margin from Long-term care products was $32.5 million and $31.1 million in the first quarters of 2025 and 2024, respectively. The increase in margin in the 2025 period is primarily due to growth in the business and favorable morbidity, as compared to the 2024 period. Effective October 1, 2024, we discontinued ceding 25 percent of long-term care new business under a reinsurance agreement. We now retain 100 percent of our long-term care new business. This does not impact the inforce business that we previously ceded. As a result, we expect margins to increase modestly in 2025 and grow more in future years as earnings emerge from the sales.
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Margin from Life Products (dollars in millions):
Three months ended
March 31,
  2025 2024
Life margin:
Interest-sensitive life
Insurance policy income $ 48.1  $ 46.6 
Net investment income 13.9  13.2 
Insurance policy benefits (19.9) (19.9)
Interest credited (12.9) (12.3)
Amortization and non-deferred commissions (5.1) (5.1)
Margin from interest-sensitive life $ 24.1  $ 22.5 
Average net insurance liabilities $ 1,096.1  $ 1,056.1 
Interest margin $ 1.0  $ 0.9 
Interest margin/average net insurance liabilities 0.36  % 0.34  %
Underwriting margin $ 23.1  $ 21.6 
Underwriting margin/insurance policy income 48  % 46  %
Traditional life
Insurance policy income $ 180.8  $ 176.1 
Net investment income 23.7  23.3 
Insurance policy benefits (118.2) (124.1)
Interest credited (0.1) (0.2)
Amortization and non-deferred commissions (20.9) (18.4)
Advertising expense (21.2) (24.6)
Margin from traditional life $ 44.1  $ 32.1 
Margin/insurance policy income 24  % 18  %
Margin excluding advertising expense/insurance policy income 36  % 32  %
Total life margin $ 68.2  $ 54.6 

Margin from interest-sensitive life business was $24.1 million in the first quarter of 2025, compared to $22.5 million in the first quarter of 2024. The increase in margin in the first quarter of 2025, reflects higher policy income compared to the same period in 2024 due to growth in the business.

The interest margin was $1.0 million and $0.9 million in the first quarter of 2025 and 2024, respectively. The earned yield was 5.07 percent and 5.00 percent in the first quarters of 2025 and 2024, respectively, and was largely offset by an increase in interest credited. Interest credited to policyholders may be changed annually but is subject to minimum guaranteed rates and, as a result, any reduction in our earned rate may not be fully reflected in the rate credited to policyholders.

Net investment income and interest credited exclude the change in market values of the underlying options supporting the fixed indexed life products and corresponding offsetting amount credited to policyholder account balances. Such amounts were $(6.7) million and $11.1 million in the first quarter of 2025 and 2024, respectively.

Margin from traditional life business was $44.1 million and $32.1 million in the first quarters of 2025 and 2024, respectively. The first quarter of 2025 includes a model refinement related to traditional life reserves, which increased margins $6.8 million. Excluding this significant item, the margin was $37.3 million in the first quarter of 2025. The increase in the adjusted margin in the first quarter of 2025, primarily reflects lower advertising expense and growth in the business, compared to the same period in 2024.
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Advertising expense was $21.2 million in the first quarter of 2025, down from $24.6 million in the comparable period in 2024. The demand and cost of television advertising can fluctuate from period to period. We are disciplined with our marketing expenditures and will increase or decrease our marketing spend depending on the current economics of the purchase or other factors.

Collected Premiums From Annuity and Interest-Sensitive Life Products (dollars in millions):
Three months ended
March 31,
  2025 2024
Annuities $ 442.0  $ 393.3 
Interest-sensitive life 62.9  60.5 
Total collected premiums from annuity and interest-sensitive life products $ 504.9  $ 453.8 

Collected premiums from annuity and interest-sensitive products increased 11.3 percent in the first quarter of 2025, compared to the first quarter of 2024 primarily due to higher premium collections from fixed indexed annuity products.
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Investment Income Not Allocated to Product Lines (dollars in millions):

Three months ended
March 31,
  2025 2024
Net investment income $ 311.5  $ 469.2 
Allocated to product lines:
Annuity (148.0) (134.5)
Health (75.1) (74.3)
Life (37.6) (36.5)
Equity returns credited to policyholder account balances 70.2  (139.7)
Amounts allocated to product lines and credited to policyholder account balances (190.5) (385.0)
Impact of annual option forfeitures related to fixed indexed annuity surrenders 3.5  6.2 
Amount related to variable interest entities and other non-operating items (7.2) (12.6)
Interest expense on debt (27.2) (15.7)
Interest expense on financing arrangements (1.0) (1.2)
Interest expense on investment borrowings from FHLB (26.0) (31.4)
Expenses related to FABN program (27.9) (7.6)
Less amounts credited to deferred compensation plans (offsetting investment income) 2.8  (9.6)
Total adjustments (83.0) (71.9)
Investment income not allocated to product lines $ 38.0  $ 12.3 

The above table reconciles net investment income to investment income not allocated to product lines. Such amounts generally fluctuate from period to period based on the performance of our alternative investments (which are typically reported a quarter in arrears); the earnings related to the investments underlying our COLI; the spread we earn from our FHLB investment borrowing and FABN programs; the level of prepayment income (including call premiums) and trading account income; and the impact of annual option forfeitures related to fixed indexed annuity surrenders. The increase in investment income not allocated to products in the first quarter of 2025 as compared to the first quarter of 2024 was primarily due to a loss on alternative investments in the first quarter of 2024.

Net Non-Operating Income (Loss):

The following summarizes our net non-operating income (loss) for the three months ended March 31, 2025 and 2024 (dollars in millions):
Three months ended
March 31,
  2025 2024
Net realized investment losses from sales, maturities and change in allowance for credit losses $ (13.2) $ (4.6)
Net change in market value of investments recognized in earnings 6.4  12.4 
Changes in fair value of embedded derivative liabilities and market risk benefits (79.7) 64.0 
Other (0.4) (0.4)
Net non-operating income (loss) before taxes $ (86.9) $ 71.4 

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Net realized investment losses in the three months ended March 31, 2025 were $13.2 million, including increases in the allowance for credit losses of $9.6 million. Net realized investment losses in the three months ended March 31, 2024, were $4.6 million, respectively, including the increase in the allowance for credit losses of $1.5 million, respectively.

The change in market value of investments recognized in earnings was an increase of $6.4 million and $12.4 million in the first quarters of 2025 and 2024, respectively. The change in value will fluctuate from period to period based on market conditions.

We recognized an increase (decrease) in earnings of $(79.7) million and $64.0 million in the first quarters of 2025 and 2024, respectively, resulting from changes in the fair value of embedded derivative liabilities and MRBs related to our fixed indexed annuities. Such amounts include the impacts of changes in market interest rates and equity impacts used to determine the estimated fair values of the embedded derivatives and MRBs. Interest rates declined in the first quarter of 2025 as compared to an increase in first quarter of 2024.

LIQUIDITY AND CAPITAL RESOURCES

2025 Outlook

We are reaffirming our previously disclosed guidance, as discussed below. While visibility into macroeconomic drivers, such as interest rates, is deteriorating, the core areas of our business continue to perform well and our differentiated business model has proven to be resilient.

We expect operating earnings per diluted share to be in the range of $3.70 to $3.90, excluding any significant items in the year. We expect our expense ratio to be in the range of 19.0 percent to 19.4 percent, with a quarterly trend similar to 2024, starting on the high end in the first quarter of the year and then grading down throughout the year. We expect improved results in net investment income not allocated to product lines as compared to 2024, which assumes higher returns on our alternative investments. We expect a modest decrease in fee income with most of the earnings to be recognized in the fourth quarter of 2025, reflecting the seasonality of the business and volatility in revenue recognition for Medicare Advantage sales. We expect the effective tax rate to be generally consistent with prior years at approximately 23 percent.

We expect excess cash flow to the holding company to be in the range of $200 million to $250 million. We expect to continue to manage to: (i) a consolidated RBC ratio of 375 percent for our U.S. based insurance subsidiaries; (ii) minimum holding company liquidity of $150 million; and (iii) a target debt to total capital, excluding accumulated other comprehensive income (loss), in the range of 25 percent to 28 percent. Although our debt to total capital ratio, excluding accumulated other comprehensive income (loss), was 32.7 percent at March 31, 2025, we expect to use a portion of the net proceeds from the issuance of the 2034 Notes for the repayment of our 2025 Notes. At March 31, 2025, adjusting for the expected repayment of the 2025 Notes, the debt to total capital ratio, excluding accumulated other comprehensive income (loss), would have been 26.1 percent.

We expect to improve run rate operating ROE by 150 basis points through 2027 from a run rate ROE of 10 percent in 2024, including approximately 50 basis points in 2025.

While current economic conditions are more volatile than when we initially set our 2025 guidance and, therefore, the outlook is less certain, our balance sheet and business model position us well to navigate through macroeconomic uncertainty.

In the second quarter of 2025, we will begin a three-year project to modernize certain elements of our technology,
enabling continued growth of the business over the long-term. The initiative is expected to cost approximately $170
million over three years, including approximately $60 million in 2025. The substantial majority of the costs will be
expensed as incurred, but will be excluded from operating earnings, and included as a component of non-operating
earnings. The expenses excluded from operating earnings will be discrete expenses, one-time in nature, related to the three
year initiative, and largely paid to third parties as well as some asset write-offs. The remainder of the costs will either be
expensed as incurred or capitalized and amortized through operating earnings. The outlook metrics previously described
include the expected impact of this initiative.
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Our capital structure as of March 31, 2025 and December 31, 2024 was as follows (dollars in millions):
March 31,
2025
December 31, 2024
Total capital:    
Corporate notes payable $ 1,834.2  $ 1,833.5 
Shareholders’ equity:  
Common stock 1.0  1.0 
Additional paid-in capital 1,535.0  1,632.5 
Accumulated other comprehensive loss (1,239.1) (1,371.4)
Retained earnings 2,233.6  2,236.3 
Total shareholders’ equity 2,530.5  2,498.4 
Total capital $ 4,364.7  $ 4,331.9 

The following table summarizes certain financial ratios as of and for the three months ended March 31, 2025 and as of and for the year ended December 31, 2024:
March 31,
2025
December 31, 2024
Book value per common share $ 25.33  $ 24.59 
Book value per common share, excluding accumulated other comprehensive income (loss) (a) 37.74  38.08 
Debt to total capital ratios:
Corporate debt to total capital 42.0  % 42.3  %
Corporate debt to total capital, excluding accumulated other comprehensive income (loss) (a) 32.7  % 32.1  %
Corporate debt to total capital, excluding accumulated other comprehensive income (loss), as adjusted for the expected repayment of the 2025 Notes (a) (b)
26.1  % 25.6  %
_____________________
(a)This non-GAAP measure differs from the corresponding GAAP measure presented immediately above, because accumulated other comprehensive income (loss) has been excluded from the value of capital used to determine this measure.  Management believes this non-GAAP measure is useful because it removes the volatility that arises from changes in accumulated other comprehensive income (loss).  Such volatility is often caused by changes in the estimated fair value of our investment portfolio resulting from changes in general market interest rates rather than the business decisions made by management.  However, this measure does not replace the corresponding GAAP measure.
(b)This non-GAAP measure has been further adjusted for the expected repayment of the 2025 Notes as previously described above. However, this measure does not replace the corresponding GAAP measure.

Liquidity for Insurance Operations

Our insurance companies generally receive adequate cash flows from premium collections and investment income to meet their obligations.  Life insurance, long-term care and supplemental health insurance and annuity liabilities are generally long-term in nature.  Life and annuity policyholders may, however, withdraw funds or surrender their policies, subject to any applicable penalty provisions; there are generally no withdrawal or surrender benefits for long-term care insurance.  We actively manage the relationship between the duration of our invested assets and the estimated duration of benefit payments arising from contract liabilities.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Three of the Company's insurance subsidiaries (Bankers Life, Washington National and Colonial Penn) are members of the FHLB.  As members of the FHLB, our insurance subsidiaries have the ability to borrow on a collateralized basis from the FHLB.  We are required to hold certain minimum amounts of FHLB common stock as a condition of membership in the FHLB, and additional amounts based on the amount of the borrowings.  At March 31, 2025, the carrying value of the FHLB common stock was $94.6 million.  As of March 31, 2025, collateralized borrowings from the FHLB totaled $2.2 billion and the proceeds were used to purchase variable rate fixed maturity securities with similar durations.  The borrowings are classified as investment borrowings in the accompanying consolidated balance sheet.  The borrowings are collateralized by investments with an estimated fair value of $2.8 billion at March 31, 2025, which are maintained in custodial accounts for the benefit of the FHLB. 
 
Bankers Life has a FABN program pursuant to which Bankers Life may issue funding agreements to a Delaware statutory trust organized in series (the "Trust") to generate spread-based earnings. Under current authorizations, the maximum aggregate principal amount of funding agreements permitted to be outstanding at any one time under the FABN program is $4 billion. In June, September and December of 2024, Bankers Life issued funding agreements each to a series of the Trust in a principal amount of $750 million, $400 million, and $450 million, respectively. During January 2025, a $400.0 million funding agreement was repaid at maturity. The aggregate principal amount of funding agreements outstanding at March 31, 2025 was $2.6 billion. The activity related to the funding agreements is reported in investment income not allocated to product lines.

State laws generally give state insurance regulatory agencies broad authority to protect policyholders in their jurisdictions. Regulators have used this authority in the past to restrict the ability of our insurance subsidiaries to pay any dividends or other amounts without prior approval. We cannot be assured that the regulators will not seek to assert greater supervision and control over our insurance subsidiaries' businesses and financial affairs.

Our estimated consolidated statutory RBC ratio of our U.S. based insurance subsidiaries was 379 percent at March 31, 2025, compared to 383 percent at December 31, 2024. In the first three months of 2025, the RBC ratio reflected: (i) our estimated consolidated statutory operating earnings of $13.5 million and (ii) insurance company dividends, net of capital contributions of $8.9 million that were paid to the holding company. Our RBC ratio at March 31, 2025, exceeded our targeted RBC ratio of 375 percent and the minimum 350 percent that is reflected in our risk appetite statement that we share and discuss with rating agencies and insurance regulators. We believe that the 375 percent RBC ratio target continues to adequately support our financial strength and credit ratings.

In 2023, we formed CNO Bermuda Re, Ltd. ("CNO Bermuda Re"), a Bermuda exempted company, which is an indirect wholly owned subsidiary of CNO. CNO Bermuda Re is registered by and subject to the supervision of the Bermuda Monetary Authority ("BMA") as a Class C insurer under the Bermuda Insurance Act 1978 and its related rules and regulations, each as amended. Pursuant to the Capital and Liquidity Maintenance Agreement ("CLMA") between CNO Bermuda Re and CDOC, CDOC will contribute funds to CNO Bermuda Re in the event: (i) CNO Bermuda Re's statutory economic capital and surplus is less than 150 percent of its enhanced capital requirement at the end of any calendar quarter; or (ii) CNO Bermuda Re's liquid assets are insufficient to meet its contractual obligations to ceding insurers, in each case, unless Bankers Life has provided notice of recapture pursuant to the terms of a modified coinsurance agreement between it and CNO Bermuda Re. Further, CNO Bermuda Re may not pay any dividends or make any capital distributions to its parent and/or affiliates within the five years following the initial reinsurance transaction unless approved by the BMA. CNO Bermuda Re is subject to regulation in Bermuda where the BMA has broad supervisory and administrative powers relating to granting and revoking licenses to transact reinsurance business, the approval of specific reinsurance transactions, capital requirements and solvency standards, limitations on dividends or distributions to shareholders, the nature of and limitations on investments, and the filing of financial statements in accordance with prescribed or permitted accounting practices. Future regulatory changes made by the BMA or other events may impact the capital efficiency of the reinsurance structure and could require the holding company to contribute additional capital to CNO Bermuda Re or Bankers Life to recapture the ceded business.

Our insurance subsidiaries transfer exposure to certain risk to others through reinsurance arrangements. When we obtain reinsurance, we are still liable for those transferred risks in the event the reinsurer defaults on its obligations. The failure, insolvency, inability or unwillingness of one or more of the Company's reinsurers to perform in accordance with the terms of its reinsurance agreement could negatively impact our earnings or financial position and our consolidated statutory RBC ratio.



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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Financial Strength Ratings of our Insurance Subsidiaries

Financial strength ratings provided by Moody's Investor Services, Inc. ("Moody's"), S&P, AM Best Company ("AM Best") and Fitch Ratings ("Fitch") are the rating agency's opinions of the ability of our insurance subsidiaries to pay policyholder claims and obligations when due.

On February 26, 2025, AM Best affirmed its "A" financial strength ratings of our primary insurance subsidiaries and the outlook for these ratings remains stable. The "A" rating is assigned to companies that have an excellent ability, in AM Best's opinion, to meet their ongoing obligations to policyholders.  AM Best ratings for the industry currently range from "A++ (Superior)" to "D (In Liquidation)" and some companies are not rated.  AM Best has 13 possible ratings.  There are two ratings above the "A" rating of our primary insurance subsidiaries and ten ratings that are below that rating.

On October 29, 2024, Fitch most recently affirmed its "A" financial strength ratings of our primary insurance subsidiaries and the outlook for these ratings remains stable. An insurer rated "A", in Fitch's opinion, indicates a low expectation of ceased or interrupted payments and indicates strong capacity to meet policyholder and contract obligations. This capacity may, nonetheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. Fitch ratings for the industry range from "AAA Exceptionally Strong" to "D Distressed" and some companies are not rated. Pluses and minuses show the relative standing within a category. Fitch has 24 possible ratings. There are five ratings above the "A" rating of our primary insurance subsidiaries and 18 ratings that are below that rating.

Moody's most recently affirmed its "A3" financial strength ratings of our primary insurance subsidiaries on July 10, 2024. The outlook for these ratings remains stable. Moody’s financial strength ratings range from "Aaa" to "C".  These ratings may be supplemented with numbers "1", "2", or "3" to show relative standing within a category.  In Moody's view, an insurer rated "A" offers good financial security, however, certain elements may be present which suggests a susceptibility to impairment in the future. Moody's has 21 possible ratings.  There are six ratings above the "A3" rating of our primary insurance subsidiaries and 14 ratings that are below that rating.

S&P most recently affirmed its "A-" financial strength ratings of our primary insurance subsidiaries on June 4, 2024. The outlook for these ratings remains stable. S&P financial strength ratings range from "AAA" to "D" and some companies are not rated. An insurer rated "A", in S&P's opinion, has strong financial security characteristics, but is somewhat more likely to be affected by adverse business conditions than are insurers with higher ratings.  Pluses and minuses show the relative standing within a category.  S&P has 22 possible ratings.  There are six ratings above the "A-" rating of our primary insurance subsidiaries and 15 ratings that are below that rating.

Rating agencies have increased the frequency and scope of their credit reviews and requested additional information from the companies that they rate, including us.  They may also adjust upward the capital and other requirements employed in their rating models for maintenance of certain ratings levels.  We cannot predict what actions rating agencies may take, or what actions we may take in response.  Accordingly, downgrades and outlook revisions related to us or the life insurance industry may occur in the future at any time and without notice by any rating agency.  These could increase policy surrenders and withdrawals, adversely affect relationships with our distribution channels, reduce new sales, reduce our ability to borrow and increase our future borrowing costs.

Liquidity of the Holding Companies

Availability and Sources and Uses of Holding Company Liquidity; Limitations on Ability of Insurance Subsidiaries to Make Dividend and Surplus Debenture Interest Payments to the Holding Companies; Limitations on Holding Company Activities

As further described in the note to the consolidated financial statements entitled "Notes Payable - Direct Corporate Obligations" within our 2024 Annual Report of Form 10-K, the Company issued the 2034 Notes in May 2024, resulting in proceeds of $691.0 million, net of the original issue discount and debt issuance costs. The Company invested $500.0 million of those proceeds primarily into certificates of deposit, which is expected to be used for the repayment of the 2025 Notes at maturity.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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CNO and CDOC, Inc. ("CDOC", our wholly owned subsidiary and the immediate parent of Washington National and Conseco Life Insurance Company of Texas ("CLTX")) are holding companies with no business operations of their own; they depend on their operating subsidiaries for cash to make principal and interest payments on debt, and to pay administrative expenses and income taxes.  CNO and CDOC receive cash from insurance subsidiaries, consisting of dividends and distributions, interest payments on surplus debentures and tax-sharing payments, as well as cash from non-insurance subsidiaries consisting of dividends, distributions, loans and advances.  The principal non-insurance subsidiaries that provide cash to CNO and CDOC are 40|86 Advisors, Inc., which receives fees from the insurance subsidiaries for investment services, and CNO Services, LLC which receives fees from the insurance subsidiaries for providing administrative services.  The agreements between our insurance subsidiaries and CNO Services, LLC and 40|86 Advisors, Inc., respectively, were previously approved by the domestic insurance regulator for each insurance company, and any payments thereunder do not require further regulatory approval. Refer to "Liquidity for Insurance Operations" above regarding the CLMA and limitations on
CNO Bermuda Re's ability to pay dividends or other capital distributions to CDOC.

At March 31, 2025, CNO, CDOC and our other non-insurance subsidiaries held $250.3 million of unrestricted cash and cash equivalents which was above our minimum target level of $150 million. The higher level of liquidity relative to our target level reflects a portion of the proceeds from the issuance of the 2034 Notes as discussed above. In addition, the holding company has invested $500 million of the proceeds from the issuance of the 2034 Notes primarily into certificates of deposit which are expected to be used for the repayment of the 2025 Notes.

The ability of our U.S. based insurance subsidiaries to pay dividends is subject to state insurance department regulations and is based on the financial statements of our insurance subsidiaries prepared in accordance with statutory accounting practices prescribed or permitted by regulatory authorities, which differ from GAAP.  These regulations generally permit dividends to be paid from statutory earned surplus of the insurance company without regulatory approval for any 12-month period in amounts equal to the greater of (or in some states, the lesser of): (i) statutory net gain from operations or net income for the prior year; or (ii) 10 percent of statutory capital and surplus as of the end of the preceding year.  However, as each of the immediate U.S. based insurance subsidiaries of CDOC has significant negative earned surplus, any dividend payments from the insurance subsidiaries require the prior approval of the director or commissioner of the applicable state insurance department. CNO Bermuda Re may not pay any dividends or make any capital distributions to its parent and/or affiliates within the five years following the initial reinsurance transaction unless approved by the BMA.  In the first three months of 2025, our U.S. based insurance subsidiaries paid dividends to CDOC totaling $34.0 million.  We expect to receive regulatory approval for future dividends from our subsidiaries, but there can be no assurance that such payments will be approved or that the financial condition of our insurance subsidiaries will not change, making future approvals less likely.

CDOC holds surplus debentures from CLTX with an aggregate principal amount of $749.6 million.  Interest payments on those surplus debentures do not require additional approval provided the RBC ratio of CLTX exceeds 100 percent (but do require prior written notice to the Texas Department of Insurance).  The estimated RBC ratio of CLTX was 325 percent at March 31, 2025.  CDOC also holds a surplus debenture from Colonial Penn with a principal balance of $160.0 million. Interest payments on that surplus debenture require prior approval by the Pennsylvania Insurance Department. Dividends and other payments from our non-insurance subsidiaries, including 40|86 Advisors, Inc. and CNO Services, LLC, to CNO or CDOC do not require approval by any regulatory authority or other third party.  However, insurance regulators may prohibit payments by our insurance subsidiaries to parent companies if they determine that such payments could be adverse to our policyholders or contractholders.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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The insurance subsidiaries of CDOC receive funds to pay dividends primarily from: (i) the earnings of their direct businesses; (ii) tax sharing payments received from subsidiaries (if applicable); and (iii) with respect to CLTX, dividends received from subsidiaries.  At March 31, 2025, the subsidiaries of CLTX had earned deficits as summarized below (dollars in millions):
Subsidiaries of CLTX
Earned deficit
Additional information
Bankers Life $ (8.5) (a)
Colonial Penn (535.4) (b)
Bankers Conseco Life Insurance Company
(4.9)
(c)
____________________
(a)Bankers Life paid dividends of $30.0 million to CLTX in the first three months of 2025. Bankers Life may pay dividends without regulatory approval or prior notice for any 12-month period if such dividends are less than the greater of: (i) statutory net income for the prior year; or (ii) 10 percent of statutory capital and surplus as of the end of the preceding year. Dividends in excess of these levels require 30 days prior notice. Dividends in excess of earned surplus require prior approval from the Illinois Department of Insurance for return-of-capital distributions. The earned deficit of $8.5 million at March 31, 2025 was primarily due to an increase in the Asset Valuation Reserve, which exceeded the surplus of net income over dividends paid.
(b)The deficit is primarily due to transactions which occurred several years ago, including a tax planning transaction and the fee paid to recapture a block of business previously ceded to an unaffiliated insurer.
(c)The deficit is due to cumulative losses on our long-term care business.

A significant deterioration in the financial condition, earnings or cash flow of the material subsidiaries of CNO or CDOC for any reason could hinder such subsidiaries' ability to pay cash dividends or other disbursements to CNO and/or CDOC, which, in turn, could limit CNO's ability to meet debt service requirements and satisfy other financial obligations.  In addition, we may choose to retain capital in our insurance subsidiaries or to contribute additional capital to our insurance subsidiaries to maintain or strengthen their surplus or fund reinsurance transactions, and these decisions could limit the amount available at our top tier insurance subsidiaries to pay dividends to the holding companies. In the first three months of 2025, CDOC made capital contributions of $25.1 million to CLTX.

At March 31, 2025, there were no amounts outstanding under our $250 million Revolving Credit Agreement and there are no scheduled repayments of our direct corporate obligations until May 2025, as referenced above and no subsequent scheduled repayments of our direct corporate obligations until May 2029.

Free cash flow is a measure of holding company liquidity and is calculated as: (i) dividends, management fees and surplus debenture interest payments received from our subsidiaries; plus (ii) earnings on corporate investments; less (iii) interest expense, corporate expenses and net tax payments. In the first three months of 2025, we generated $250.3 million of such free cash flow. The Company expects to deploy its free cash flow into investments to accelerate profitable growth, common stock dividends and share repurchases. The amount and timing of future share repurchases (if any) will be based on business and market conditions and other factors including, but not limited to, available free cash flow, the current price of our common stock and investment opportunities. In the first three months of 2025, we repurchased 2.5 million shares of common stock for $99.9 million under our securities repurchase program, including $1.9 million of repurchases settled in the second quarter of 2025. The Company's Board of Directors authorized the repurchase of an additional $500.0 million of the Company's outstanding shares of common stock in February 2025. The Company had remaining repurchase authority of $640.4 million as of March 31, 2025.

In the first three months of 2025, dividends declared on common stock totaled $16.4 million ($0.16 per common share). In May 2025, the Company increased its quarterly common stock dividend to $0.17 per share from $0.16 per share.

On February 26, 2025, AM Best affirmed its "bbb" rating on our issuer credit and senior unsecured debt and the outlook for these ratings is stable. In AM Best's view, a company rated "bbb" has an adequate ability to meet the terms of its obligations; however, the issuer is more susceptible to changes in economic or other conditions. Pluses and minuses show the relative standing within a category. AM Best has a total of 21 possible ratings ranging from "aaa (Exceptional)" to "c (In default)". There are eight ratings above CNO's "bbb" rating and 12 ratings that are below its rating.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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On October 29, 2024, Fitch most recently affirmed its "BBB" rating on our senior unsecured debt ratings. The outlook for these ratings is stable. In Fitch's view, an obligation rated "BBB" indicates that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity. Pluses and minuses show the relative standing within a category. Fitch has a total of 24 possible ratings ranging from "AAA" to "D". There are eight ratings above CNO's "BBB" rating and 15 ratings that are below its rating.

Moody's most recently reviewed its "Baa3" rating on our senior unsecured debt on July 10, 2024. The outlook for these ratings remains stable. In Moody's view, obligations rated "Baa" are subject to moderate credit risk and may possess certain speculative characteristics. A rating is supplemented with numerical modifiers "1", "2" or "3" to show the relative standing within a category. Moody's has a total of 21 possible ratings ranging from "Aaa" to "C". There are nine ratings above CNO's "Baa3" rating and 11 ratings that are below its rating.

S&P most recently affirmed its "BBB-" rating on our issuer credit and senior unsecured debt on June 4, 2024. The outlook for these ratings remains stable. In S&P's view, an obligation rated "BBB" exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. Pluses and minuses show the relative standing within a category. S&P has a total of 22 possible ratings ranging from "AAA (Extremely Strong)" to "D (Payment Default)". There are nine ratings above CNO's "BBB-" rating and 12 ratings that are below its rating.

We believe that the existing cash available to the holding company, the cash flows to be generated from operations and other transactions will be sufficient to allow us to meet our debt service obligations, pay corporate expenses and satisfy other financial obligations.  However, our cash flow is affected by a variety of factors, many of which are outside of our control, including insurance regulatory issues, competition, financial markets and other general business conditions.  We cannot provide assurance that we will possess sufficient income and liquidity to meet all of our debt service requirements and other holding company obligations.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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INVESTMENTS

At March 31, 2025, the amortized cost, gross unrealized gains, gross unrealized losses, allowance for credit losses and estimated fair value of fixed maturities, available for sale, were as follows (dollars in millions):

Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Allowance for credit losses Estimated
fair
value
Investment grade (a):        
Corporate securities $ 13,299.2  $ 75.3  $ (1,531.8) $ (25.5) $ 11,817.2 
Certificates of deposit 470.0  0.7  —  —  470.7 
United States Treasury securities and obligations of United States government corporations and agencies 216.3  —  (22.9) —  193.4 
States and political subdivisions 3,274.0  23.0  (381.6) (0.5) 2,914.9 
Foreign governments 109.0  0.3  (14.4) (1.0) 93.9 
Asset-backed securities 1,524.5  9.2  (49.2) (0.1) 1,484.4 
Agency residential mortgage-backed securities 812.1  8.1  (1.6) —  818.6 
Non-agency residential mortgage-backed securities 1,296.6  13.0  (105.4) —  1,204.2 
Collateralized loan obligations 1,009.2  2.2  (6.5) —  1,004.9 
Commercial mortgage-backed securities 2,230.0  3.6  (142.3) —  2,091.3 
Total investment grade fixed maturities, available for sale 24,240.9  135.4  (2,255.7) (27.1) 22,093.5 
Below-investment grade (a) (b):        
Corporate securities 642.8  4.8  (22.0) (7.6) 618.0 
States and political subdivisions 23.6  0.1  (1.8) (2.6) 19.3 
Asset-backed securities 101.2  0.1  (9.2) —  92.1 
Non-agency residential mortgage-backed securities 368.4  24.0  (6.4) —  386.0 
Commercial mortgage-backed securities 94.2  —  (18.5) (1.6) 74.1 
Total below-investment grade fixed maturities, available for sale 1,230.2  29.0  (57.9) (11.8) 1,189.5 
Total fixed maturities, available for sale $ 25,471.1  $ 164.4  $ (2,313.6) $ (38.9) $ 23,283.0 
_______________
(a)Investment ratings are assigned the second lowest rating by Nationally Recognized Statistical Rating Organizations ("NRSROs") (Moody's, S&P or Fitch), or if not rated by such firms, the rating assigned by the NAIC. NAIC designations of "1" or "2" include fixed maturities generally rated investment grade (rated "Baa3" or higher by Moody's or rated "BBB-" or higher by S&P and Fitch).  NAIC designations of "3" through "6" are referred to as below-investment grade (which generally are rated "Ba1" or lower by Moody's or rated "BB+" or lower by S&P and Fitch).  References to investment grade or below-investment grade throughout our consolidated financial statements are determined as described above.
(b)    Certain structured securities rated below-investment grade by NRSROs may be assigned a NAIC 1 or NAIC 2 designation based on the cost basis of the security relative to estimated recoverable amounts as determined by the NAIC. Refer to the table below for a summary of our fixed maturity securities, available for sale, by NAIC designations.
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The NAIC evaluates the fixed maturity investments of insurers for regulatory and capital assessment purposes and assigns securities to one of six credit quality categories called NAIC designations, which are used by insurers when preparing their annual statements based on statutory accounting principles. The NAIC designations are generally similar to the credit quality designations of the NRSROs for marketable fixed maturity securities, except for certain structured securities. However, certain structured securities rated below investment grade by the NRSROs can be assigned NAIC 1 or NAIC 2 designations depending on the cost basis of the holding relative to estimated recoverable amounts as determined by the NAIC. The following summarizes the NAIC designations and NRSRO equivalent ratings:
NAIC Designation NRSRO Equivalent Rating
1 AAA/AA/A
2 BBB
3 BB
4 B
5 CCC and lower
6 In or near default

A summary of our fixed maturity securities, available for sale, by NAIC designations (or for fixed maturity securities held by non-regulated entities, based on NRSRO ratings) as of March 31, 2025 is as follows (dollars in millions):

NAIC designation Amortized cost Estimated fair value Percentage of total estimated fair value
1 $ 16,360.3  $ 14,940.3  64.2  %
2 8,241.4  7,534.2  32.3 
Total NAIC 1 and 2 (investment grade) 24,601.7  22,474.5  96.5 
3 631.6  598.0  2.6 
4 199.9  183.4  0.8 
5 16.8  12.5  — 
6 21.1  14.6  0.1 
Total NAIC 3, 4, 5 and 6 (below-investment grade) 869.4  808.5  3.5 
Total $ 25,471.1  $ 23,283.0  100.0  %

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Fixed Maturity Securities, Available for Sale

The following table summarizes the carrying values and gross unrealized losses of our fixed maturity securities, available for sale, by category as of March 31, 2025 (dollars in millions):
Carrying value Percent of fixed maturities Gross unrealized losses Percent of gross unrealized losses
States and political subdivisions $ 2,934.2  12.6  % $ 383.4  16.6  %
Commercial mortgage-backed securities 2,165.4  9.3  160.8  6.9 
Banks 1,729.3  7.4  183.3  7.9 
Non-agency residential mortgage-backed securities 1,590.2  6.8  111.8  4.8 
Asset-backed securities 1,576.5  6.8  58.4  2.5 
Insurance 1,214.1  5.2  172.8  7.5 
Utilities 1,156.4  5.0  154.7  6.7 
Healthcare/pharmaceuticals 1,084.2  4.7  214.1  9.3 
Collateralized loan obligations 1,004.9  4.3  6.5  0.3 
Brokerage 947.5  4.1  74.8  3.2 
Agency residential mortgage-backed securities 818.6  3.5  1.6  0.1 
Technology 771.4  3.3  146.4  6.3 
Food/beverage 616.4  2.6  83.4  3.6 
Cable/media 616.3  2.6  88.4  3.8 
Energy 530.4  2.3  41.6  1.8 
Certificates of deposit 470.7  2.0  —  — 
Transportation 375.4  1.6  49.1  2.1 
Real estate/REITs 375.1  1.6  38.6  1.7 
Chemicals 282.0  1.2  32.7  1.4 
Capital goods 268.8  1.2  29.1  1.3 
Autos 266.3  1.1  23.4  1.0 
Education 206.3  0.9  55.0  2.4 
Other 2,282.6  9.9  203.7  8.8 
Total fixed maturities, available for sale $ 23,283.0  100.0  % $ 2,313.6  100.0  %

Below-Investment Grade Securities

At March 31, 2025, the amortized cost of the Company's below-investment grade fixed maturity securities, available for sale, was $1,230.2 million, or 4.8 percent of the Company's fixed maturity portfolio (or $869.4 million, or 3.4 percent, of the Company's fixed maturity portfolio measured on credit quality ratings assigned by the NAIC). The estimated fair value of the below-investment grade portfolio was $1,189.5 million, or 97 percent of the amortized cost.

Below-investment grade corporate debt securities typically have different characteristics than investment grade corporate debt securities.  Based on historical performance, probability of default by the borrower is significantly greater for below-investment grade corporate debt securities and in many cases severity of loss is relatively greater as such securities are generally unsecured and often subordinated to other indebtedness of the issuer.  Also, issuers of below-investment grade corporate debt securities frequently have higher levels of debt relative to investment-grade issuers, hence, all other things being equal, are generally more sensitive to adverse economic conditions.  The Company attempts to reduce the overall risk related to its investment in below-investment grade securities, as in all investments, through careful credit analysis, strict investment policy guidelines, and diversification by issuer and/or guarantor and by industry.


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Structured Securities

At March 31, 2025, fixed maturity investments included structured securities with an estimated fair value of $7.2 billion, which represents 30.7 percent of all fixed maturity securities.  The yield characteristics of structured securities generally differ in some respects from those of traditional corporate fixed-income securities or government securities.  For example, interest and principal payments on structured securities may occur more frequently, often monthly.  In many instances, we are subject to variability in the amount and timing of principal and interest payments.  For example, in many cases, partial prepayments may occur at the option of the issuer and prepayment rates are influenced by a number of factors that cannot be predicted with certainty, including:  the relative sensitivity of prepayments on the underlying assets backing the security to changes in interest rates and asset values; the availability of alternative financing; a variety of economic, geographic and other factors; the timing, pace and proceeds of liquidations of defaulted collateral; and various security-specific structural considerations (for example, the repayment priority of a given security in a securitization structure).  In addition, the total amount of payments for non-agency structured securities may be affected by changes to cumulative default rates or loss severities of the related collateral.

The amortized cost and estimated fair value of structured securities at March 31, 2025, summarized by type of security, were as follows (dollars in millions):
    Estimated fair value
Type Amortized
cost
Amount Percent
of fixed
maturities
Asset-backed securities $ 1,625.7  $ 1,576.5  6.8  %
Agency residential mortgage-backed securities 812.1  818.6  3.5 
Non-agency residential mortgage-backed securities 1,665.0  1,590.2  6.8 
Collateralized loan obligations 1,009.2  1,004.9  4.3 
Commercial mortgage-backed securities 2,324.2  2,165.4  9.3 
Total structured securities $ 7,436.2  $ 7,155.6  30.7  %

Residential mortgage-backed securities ("RMBS") include transactions collateralized by agency-guaranteed and non-agency mortgage obligations.  Non-agency RMBS investments are primarily categorized by underlying borrower credit quality: Prime, Alt-A, Non-Qualified Mortgage ("Non-QM"), and Subprime.  Prime borrowers typically default with the lowest frequency, Alt-A and Non-QM default at higher rates, and Subprime borrowers default with the highest frequency.  In addition to borrower credit categories, RMBS investments include Re-Performing Loan ("RPL") and Credit Risk Transfer ("CRT") transactions.  RPL transactions include borrowers with prior difficulty meeting the original mortgage terms and were subsequently modified, resulting in a sustainable payback arrangement.  CRT securities are collateralized by Government-Sponsored Enterprise ("GSE") conforming mortgages and Prime borrowers, but without an agency guarantee against default losses.

Commercial mortgage-backed securities ("CMBS") are secured by commercial real estate mortgages, generally income producing properties that are managed for profit. Property types include, but are not limited to, multi-family dwellings including apartments, retail centers, hotels, restaurants, hospitals, nursing homes, warehouses, and office buildings. While most CMBS have call protection features whereby underlying borrowers may not prepay their mortgages for stated periods of time without incurring prepayment penalties, recoveries on defaulted collateral may result in involuntary prepayments.

Net Realized and Unrealized Investment Losses

During the first three months of 2025, the $2.8 million of gross realized losses on sales of $230.3 million of fixed maturity securities, available for sale, primarily related to various corporate securities. Securities are generally sold at a loss following unforeseen sector or issuer-specific events or conditions, shifts in perceived credit quality relative values, or in connection with strategic asset repositionings related to changes in market conditions.

During the first three months of 2024, we recognized $5.9 million of realized losses on sales of $197.1 million of fixed maturity securities, available for sale, including: (i) $3.5 million related to various corporate securities; (ii) $1.1 million related to commercial mortgage-backed securities; and (iii) $1.3 million related to various other investments.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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The following summarizes the investments sold at a loss during the first three months of 2025 which had been
continuously in an unrealized loss position exceeding 20 percent of the amortized cost basis prior to the sale for the period
indicated (dollars in millions):
At date of sale
Number
of issuers
Amortized cost Fair value
Less than 6 months prior to sale 1 $ 0.8  $ 0.5 
Greater than or equal to 6 months and less than 12 months prior to sale 2 4.3  3.6 
Greater than 12 months prior to sale 2 1.5  1.0 
  $ 6.6  $ 5.1 

Future events may occur, or additional information may become available, which may necessitate future realized losses in our portfolio.  Significant losses could have a material adverse effect on our consolidated financial statements in future periods.

The following table sets forth the amortized cost and estimated fair value of those fixed maturities, available for sale, with unrealized losses at March 31, 2025, by contractual maturity.  Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.  Structured securities frequently include provisions for periodic principal payments and permit periodic unscheduled payments.
Amortized
cost
Estimated
fair
value
  (Dollars in millions)
Due in one year or less $ 188.3  $ 186.7 
Due after one year through five years 1,370.3  1,316.5 
Due after five years through ten years 1,072.0  1,008.8 
Due after ten years 10,852.4  8,959.3 
Subtotal 13,483.0  11,471.3 
Structured securities 4,847.3  4,506.5 
Total $ 18,330.3  $ 15,977.8 

The following summarizes the investments in our portfolio rated below-investment grade not deemed to have credit losses which have been continuously in an unrealized loss position exceeding 20 percent of the cost basis for the period indicated as of March 31, 2025 (dollars in millions):
Number
of issuers
Cost
basis
Unrealized
loss
Estimated
fair value
Less than 6 months 1 $ 3.0  $ (0.7) $ 2.3 
Greater than or equal to 6 months and less than 12 months 1 18.1  (4.1) 14.0 
Greater than 12 months 3 40.1  (13.8) 26.3 
Total $ 61.2  $ (18.6) $ 42.6 
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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The following table summarizes the gross unrealized losses of our fixed maturity securities, available for sale, by category and ratings category as of March 31, 2025 (dollars in millions):

  Investment grade Below-investment grade
AAA/AA/A BBB BB B+ and
below
Total gross
unrealized
losses
States and political subdivisions $ 375.8  $ 5.8  $ —  $ 1.8  $ 383.4 
Healthcare/pharmaceuticals 155.8  56.7  1.6  —  214.1 
Banks 119.9  61.5  1.9  —  183.3 
Insurance 96.6  73.3  2.9  —  172.8 
Commercial mortgage-backed securities 116.4  25.9  9.0  9.5  160.8 
Utilities 101.4  52.5  0.8  —  154.7 
Technology 86.2  57.3  2.8  0.1  146.4 
Non-agency residential mortgage-backed securities 91.3  14.1  0.4  6.0  111.8 
Cable/media 8.0  78.1  1.2  1.1  88.4 
Food/beverage 29.4  53.6  0.3  0.1  83.4 
Brokerage 46.0  28.3  0.5  —  74.8 
Asset-backed securities 21.7  27.5  9.2  —  58.4 
Education 49.9  5.1  —  —  55.0 
Transportation 25.0  22.1  2.0  —  49.1 
Energy 10.8  30.8  —  —  41.6 
Real estate/REITs 26.7  11.9  —  —  38.6 
Chemicals 2.8  29.7  0.1  0.1  32.7 
Retail 24.5  1.8  1.0  2.4  29.7 
Capital goods 21.1  7.9  —  0.1  29.1 
Consumer products 11.7  11.8  0.6  0.4  24.5 
Aerospace/defense 6.6  16.8  —  —  23.4 
Autos 5.1  18.0  0.1  0.2  23.4 
United States Treasury securities and obligations of United States government corporations and agencies 22.9  —  —  —  22.9 
Building materials 6.1  14.3  0.2  0.1  20.7 
Foreign governments 6.4  8.0  —  —  14.4 
Telecom 0.3  14.0  —  —  14.3 
Metals and mining 2.9  8.4  0.4  —  11.7 
Paper 0.3  10.8  —  0.1  11.2 
Entertainment/hotels 6.3  1.0  0.4  —  7.7 
Collateralized loan obligations 6.5  —  —  —  6.5 
Business services —  3.9  0.3  —  4.2 
Agency residential mortgage-backed securities 1.6  —  —  —  1.6 
Packaging —  1.0  —  —  1.0 
Other 17.7  0.1  0.2  —  18.0 
Total fixed maturities, available for sale $ 1,503.7  $ 752.0  $ 35.9  $ 22.0  $ 2,313.6 

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Our investment strategy is to manage, over a sustained period and within acceptable parameters of quality and risk, capital efficiency through active strategic asset allocation and investment management. Accordingly, we may sell securities at a gain or a loss to enhance the projected total return of the portfolio as market opportunities change, to reflect changing perceptions of risk, or to better match certain characteristics of our investment portfolio with the corresponding characteristics of our insurance liabilities.

INVESTMENTS IN VARIABLE INTEREST ENTITIES

The following table provides supplemental information about the revenues and expenses of the VIEs which have been consolidated in accordance with authoritative guidance, after giving effect to the elimination of our investment in the VIEs and investment management fees earned by a subsidiary of the Company (dollars in millions):

Three months ended
March 31,
2025 2024
Revenues:
Net investment income – policyholder and other special-purpose portfolios $ 7.5  $ 14.0 
Fee revenue and other income 1.5  0.9 
Total revenues 9.0  14.9 
Expenses:
Interest expense 7.8  11.9 
Other operating expenses 1.0  0.5 
Total expenses 8.8  12.4 
Income before net investment losses and income taxes 0.2  2.5 
Net investment losses (3.5) (3.6)
Income (loss) before income taxes $ (3.3) $ (1.1)


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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Supplemental Information on Investments Held by VIEs

The following table summarizes the carrying values and gross unrealized losses of the investments held by the VIEs by category as of March 31, 2025 (dollars in millions):
Carrying value Percent
of fixed
maturities
Gross
unrealized
losses
Percent of
gross
unrealized
losses
Technology $ 50.4  13.3  % $ 0.9  19.0  %
Brokerage 41.2  10.8  0.2  5.2 
Healthcare/pharmaceuticals 33.0  8.7  0.6  13.4 
Cable/media 30.1  7.9  0.5  11.2 
Food/beverage 27.7  7.3  0.1  2.9 
Chemicals 25.5  6.7  0.5  10.6 
Building materials 24.9  6.5  0.3  5.3 
Business services 16.6  4.4  0.6  11.8 
Utilities 16.2  4.3  0.1  1.1 
Transportation 15.0  3.9  0.1  1.4 
Capital goods 14.8  3.9  0.1  2.4 
Paper 13.7  3.6  0.1  1.8 
Insurance 13.3  3.5  0.1  2.0 
Aerospace/defense 12.4  3.2  0.1  2.3 
Consumer products 10.6  2.8  0.1  2.7 
Autos 9.7  2.5  0.1  1.5 
Entertainment/hotels 4.5  1.2  —  0.7 
Retail 4.4  1.2  0.2  3.3 
Packaging 4.1  1.1  —  0.6 
Energy 3.9  1.0  —  0.1 
Other 8.2  2.2  —  0.7 
Total $ 380.2  100.0  % $ 4.7  100.0  %

The following table sets forth the amortized cost and estimated fair value of those investments held by the VIEs with unrealized losses at March 31, 2025, by contractual maturity.  Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.
Amortized
cost
Estimated
fair
value
  (Dollars in millions)
Due in one year or less $ 1.5  $ 1.4 
Due after one year through five years 208.9  203.6 
Due after five years through ten years 136.7  134.8 
Total $ 347.1  $ 339.8 



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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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The following summarizes the investments held by the VIEs sold at a loss during the first three months of 2025 which had been continuously in an unrealized loss position exceeding 20 percent of the amortized cost basis prior to the sale for the period indicated (dollars in millions):
At date of sale
Number
of issuers
Amortized cost Fair value
Less than 6 months prior to sale 1 $ 0.6  $ 0.4 
Greater than or equal to 6 months and less than 12 months prior to sale 4 2.9  2.0 
  $ 3.5  $ 2.4 

There were no investments held by the VIEs rated below-investment grade not deemed to have credit losses which had been continuously in an unrealized loss position exceeding 20 percent of the cost basis as of March 31, 2025.







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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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NEW ACCOUNTING STANDARDS

See "Recently Adopted Accounting Standards" and "Recently Issued Accounting Standards" in Note 1 to the Consolidated Financial Statements (unaudited) for a discussion of recently adopted and issued accounting standards.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our market risks, and the ways we manage them, are summarized in "Management's Discussion and Analysis of Financial Condition and Results of Operations", included in our Annual Report on Form 10-K for the year ended December 31, 2024.  There have been no material changes in the first three months of 2025 to such risks or our management of such risks.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures.  CNO's management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of CNO's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the "Exchange Act")).  Based on its evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, CNO's disclosure controls and procedures were effective to ensure that information required to be disclosed by CNO in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.  Disclosure controls and procedures are also designed to reasonably assure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes to Internal Control Over Financial Reporting.  There were no changes in the Company's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the three months ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

Information required for Part II, Item 1 is incorporated by reference to the discussion under the heading "Litigation and Other Legal Proceedings" in the footnotes to our consolidated financial statements included in Part I, Item 1 of this Form 10-Q.

ITEM 1A.  RISK FACTORS.

CNO and its businesses are subject to a number of risks including general business and financial risks.  Any or all of such risks could have a material adverse effect on the business, financial condition or results of operations of CNO.  Refer to "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024 for further discussion of such risk factors.  There have been no material changes from such previously disclosed risk factors.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Issuer Purchases of Equity Securities
Period (in 2025) Total number of shares (or units) purchased Average price paid per share (or unit) Total number of shares (or units) purchased as part of publicly announced plans or programs Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs (a)
(dollars in millions)
January 1 through January 31 667,773  $ 38.93  665,073  $ 214.4 
February 1 through February 28 980,421  40.75  863,245  679.2
March 1 through March 31 1,092,732  40.95  953,224  640.4
Total 2,740,926  40.39  2,481,542  640.4
_________________
(a)    The Company's Board of Directors has authorized additional repurchases from time to time, most recently in February 2025 when it authorized the repurchase of an additional $500.0 million of the Company's outstanding shares of common stock.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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ITEM 5.  OTHER INFORMATION.

Rule 10b5-1 Trading Arrangements

During the first quarter of 2025, certain officers (as defined in Rule 16a-1(f) of the Exchange Act) (the "Section 16 officers") of the Company adopted separate Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) for the sale of the Company’s common stock. The following summarizes the material terms of such Rule 10b5-1 trading arrangements, which are intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act and the Company’s policies regarding transactions in Company securities:

Name and title of officer Date of trading arrangement Duration of trading arrangement (a) Aggregate shares of common stock to be sold pursuant to the trading arrangement
Michael E. Mead
March 27, 2025 December 30, 2025 24,970 
–Chief Information Officer

_________
(a)    Or such earlier date that the aggregate amount of shares has been sold.

During the first quarter of 2025, none of the Company's directors and no other Section 16 officers adopted, terminated or modified a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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ITEM 6. EXHIBITS.


3.1
3.2
10.1*
10.2*
10.3*
10.4*
31.1
31.2
32.1
32.2
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Identifies a management contract or compensatory plan or arrangement.
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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




CNO FINANCIAL GROUP, INC.
Dated:  May 7, 2025
  By:
/s/ Joel T. Koehneman
   
Joel T. Koehneman
  Senior Vice President and Chief Accounting Officer
    (authorized officer and principal accounting officer)

95
EX-10.1 2 ex101-x2025rsuagreement_fi.htm EX-10.1 Document

Exhibit 10.1

CNO FINANCIAL GROUP, INC.
    Re:    Grant of Restricted Stock Unit Award
CNO Financial Group, Inc., a Delaware corporation (the “Company”), is pleased to advise you that pursuant to the Company's Amended and Restated Long-Term Incentive Plan (the “Plan”), the Company has granted you an award of the number of restricted share units (the “Restricted Shares”) set forth on the Company’s stock plan administration vendor website (the “Award Summary”), effective as of the date set forth on the Award Summary (the “Date of Grant”), subject to the terms and conditions of the Plan and the terms and conditions set forth herein. Any capitalized terms used herein and not defined herein have the meaning set forth in the Plan.
6.Restricted Shares. Each Restricted Share represents the right to receive one share of the Company’s Common Stock, par value $.01 per share (“Common Stock”), plus Dividend Equivalents thereon (as described in Section 5(b) below) subject to satisfaction of the service vesting criteria set forth on the Award Summary. Upon satisfaction of such vesting criteria, the shares of Common Stock that have vested will be issued to you. When issued, the shares of Common Stock shall be fully paid and nonassessable.
7.Restrictions on Transfer. You may not sell, assign, transfer, convey, pledge, exchange or otherwise encumber or dispose the Restricted Shares, except to the Company, until they have become nonforfeitable as provided in paragraph 3 hereof and in accordance with Section 6 of the Plan. Any purported encumbrance or disposition in violation of the provisions of this paragraph 2 shall be void ab initio, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Shares.
8.Vesting of Restricted Shares.
(a)Except as provided in paragraphs 3(b) – (e) and 4(b) below, the Restricted Shares shall vest and shares of Common Stock shall be issued to you only if you remain a director, officer or employee (or an approved service provider) of the Company or a Subsidiary through the vesting dates set forth on the Award Summary.
(b)In the event your employment is terminated by the Company or a Subsidiary without Cause or by you for Good Reason within six months prior to and in anticipation of or within 24 months after a Change in Control has occurred, any unvested Restricted Shares shall vest in full as of such date of termination.
(c)If your employment is terminated by the Company or a Subsidiary due to your death, any unvested Restricted Shares shall vest in full as of such date.
(d)If your employment is terminated by the Company or a Subsidiary due to your Disability, any unvested Restricted Shares shall continue to vest thereafter on the same vesting schedule as if you had remained an employee.
(e)If your employment is terminated by the Company or a Subsidiary for any reason other than Cause, death or Disability (or in connection with a Change in Control), then a pro rata portion of the next installment of the Restricted Shares shall vest and you shall be entitled to receive Common Stock for the pro rata portion as of the date of the next such installment. For purposes of the foregoing, the pro rata portion shall be calculated based on the number of days from the date on which the most recent installment of the Restricted Shares vested (or if no installments have vested, from the date of grant) to the date of termination divided by the number of days between the date on which the most recent installment of the Restricted Shares vested (or if no installments have vested, from the date of grant) to the date on which the next installment of the Restricted Shares is scheduled to vest.



9.Forfeiture of Restricted Shares.
(a)Except as expressly set forth in paragraph 4(b) below or in any written employment agreement between you and the Company or a Subsidiary (whether entered into prior to or after the date of this agreement), if you cease to be (or do not become) a director, officer or employee of the Company or a Subsidiary (or cease (or do not begin) to otherwise perform services for the Company or a Subsidiary) for any reason, except as and to the extent the Restricted Shares have vested pursuant to paragraph 3 hereof, you shall forfeit the portion of the Restricted Shares which has not vested and the Restricted Shares so forfeited shall be cancelled.
(b)If you elect to terminate your employment with the Company or a Subsidiary and you satisfy the definition of Retirement set forth in the Plan, then any unvested Restricted Shares shall continue to vest after your retirement on the same vesting schedules as if you had remained an employee.
10.Dividend, Voting and Other Rights.
(a) Until issuance of shares of Common Stock pursuant to Section 1 hereof, you shall have no voting or other rights of a stockholder with respect to the Restricted Shares.
(b)Dividend Equivalents. You shall have the right to receive Dividend Equivalents on Restricted Shares that become vested hereunder, payable in cash without interest, to the extent that (i) cash dividends are paid or payable on the Common Stock underlying the Restricted Shares after the date of this agreement and prior to the issuance of shares of Common Stock underlying the Restricted Shares and (ii) the record date for such payment of cash dividends was on or after the date of this agreement. Such Dividend Equivalents shall be subject to any required tax withholding, and shall be payable on or about such date or dates as the underlying Common Stock is issued to you in an amount equal to the number of pre-tax gross shares of Common Stock vested in respect of your earned Restricted Shares before share withholding to satisfy income tax withholding requirements multiplied by the aggregate per share dividends declared and paid on or after the date of this letter agreement and prior to the issuance of shares of Common Stock underlying the Restricted Shares.
11.Certain Definitions. For the purposes of this agreement, the following terms have the meanings set forth below:
“Board” means the Board of Directors of the Company.
“Cause” means the occurrence of one or more of the following events, as determined by the Committee:
(i)commission of (x) a felony or (y) any crime or offense lesser than a felony involving the property of the Company or a Subsidiary; or
(ii)conduct that has caused demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise; or
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(iii)willful refusal to perform or substantial disregard of duties properly assigned; or
(iv)breach of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary.
“Change in Control” means the occurrence of any of the following events:
(i)the acquisition (other than an acquisition in connection with a “Non-Control Transaction” (as defined below)) by any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of “beneficial ownership” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or its Ultimate Parent representing 51% or more of the combined voting power of the then outstanding securities of the Company or its Ultimate Parent entitled to vote generally with respect to the election of the board of directors of the Company or its Ultimate Parent; or
(ii)as a result of or in connection with a tender or exchange offer or contest for election of directors, individual board members of the Company (identified as of the date of commencement of such tender or exchange offer, or the commencement of such election contest, as the case may be) cease to constitute at least a majority of the board of directors of the Company; or
(iii)the consummation of a merger, consolidation or reorganization with or into the Company unless (x) the stockholders of the Company immediately before such transaction beneficially own, directly or indirectly, immediately following such transaction securities representing 51% or more of the combined voting power of the then outstanding securities entitled to vote generally with respect to the election of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent and (y) individual board members of the Company (identified as of the date that a binding agreement providing for such transaction is signed) constitute at least a majority of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent (a transaction to which clauses (x) and (y) apply, a “Non-Control Transaction”).
“Disability” means that, solely because of injury or sickness, you are either: (i) unable to perform all the material duties of the occupation that you routinely performed just prior to the date the Disability begins; or (ii) unable to earn 80% or more of your annual salary in effect just prior to the date the Disability begins.
“Fair Market Value” of a share of Common Stock of the Company means, as of the date in question, the officially-quoted closing selling price of the stock (or if no selling price is quoted, the bid price) on the principal securities exchange on which the Common Stock is then listed for trading (including for this purpose the Nasdaq National Market) (the “Market”) for the applicable trading day or, if the Common Stock is not then listed or quoted in the Market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board.
“Good Reason” means (i) any material diminution in the nature or scope of your authority, duties or responsibilities from those you had as of the date immediately preceding the Change in Control, (ii) requiring your relocation to a location more than 50 miles from your primary location of employment immediately preceding the Change in Control without your consent or (iii) any reduction in your base salary or target bonus opportunity without your consent.
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“Subsidiary” means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by the Company.
“Ultimate Parent” means the parent corporation (or if there is more than one parent corporation, the ultimate parent corporation) that, following a transaction, directly or indirectly beneficially owns a majority of the voting power of the outstanding securities entitled to vote with respect to the election of the board of directors of the Company (or its successor).
12.Withholding Taxes. If the Company or any Subsidiary shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Restricted Shares or other securities pursuant to this agreement, and the amounts available to the Company or such Subsidiary for such withholding are insufficient, you shall pay the tax or make provisions that are satisfactory to the Company or such Subsidiary for the payment thereof. If permitted at such time by the Company, you may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company or such Subsidiary a portion of the Restricted Shares that become nonforfeitable hereunder, and the Restricted Shares so surrendered by you shall be credited against any such withholding obligation at the Fair Market Value of such Restricted Shares on the date of such surrender.
13.No Special Right to Employment. Nothing in this agreement shall interfere with or limit in any way the right of the Company to terminate your employment or other performance of services at any time, nor confer upon you any right to continue in the employ or as a director or officer of, or in the performance of other services for, the Company or a Subsidiary for any period of time, or to continue your present (or any other) rate of compensation or level of responsibility. Nothing in this agreement shall confer upon you any right to be selected again as a Plan participant, and nothing in the Plan or this agreement shall provide for any adjustment to the number of Restricted Shares upon the occurrence of subsequent events except as provided in the Plan.
14.Relation to Other Benefits. Any economic or other benefit to you under this agreement or the Plan shall not be taken into account in determining any benefits to which you may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
15.Amendments to Plan. Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this agreement without your consent.
16.Severability. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this agreement.
17.Conformity with Plan. This agreement and the Restricted Shares granted pursuant hereto are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this agreement and the Plan shall be resolved in accordance with the terms of the Plan. By accepting the award you acknowledge your receipt of this agreement and the Plan and agree to be bound by all of the terms of this agreement and the Plan.
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18.Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.
19.Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this agreement shall be in writing and shall be deemed to have been given when (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested and postage prepaid or (iii) sent by reputable overnight courier, to the recipient. Such notices, demands and other communications shall be sent to you at the address on file with the Company and to the Company at 11299 Illinois Street, Carmel, Indiana 46082, Attn: General Counsel, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.
20.Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF DELAWARE.
21.Descriptive Headings. The descriptive headings of this agreement are inserted for convenience only and do not constitute a part of this agreement.
22.Entire Agreement. This agreement, any written employment agreement between you and the Company or a Subsidiary to the extent contemplated by paragraph 4(a) hereof, and the terms of the Plan constitute the entire understanding between you and the Company, and supersede all other agreements, whether written or oral, with respect to your acquisition of the Restricted Shares.
23.Section 409A. The Restricted Shares awarded hereunder are intended to be Non-409A Awards (as defined in the Plan) and are at all times intended to comply with Section 409A of the Code, as provided under the Plan. To the extent that Section 409A(a)(2)(B)(i) (regarding certain payments to “key employees” in connection with a separation from service) requires the Company to delay payment and/or other delivery beyond the date(s) otherwise specified in this agreement, the Company shall pay such amounts to you upon the earliest date permitted under Section 409A(a)(2)(B)(i) of the Code without incurring excise tax.
24.Electronic Delivery. The Company may deliver any documents related to current or future participation in the Plan by electronic delivery at its sole discretion. You hereby consent to receive such documents by electronic delivery and agree to participate in an online system established and maintained by the Company or its third-party administrator. By electronically accepting the award agreement, you agree to be bound by the terms and conditions in the Plan and this award agreement.
Details of the Award of Restricted Shares are displayed on the Company’s equity administration website in the Award Summary.
To execute this agreement and confirm your understanding and acceptance of the agreements contained you must click the Accept button on the third-party administrator’s website.
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Acceptance may be required within a certain number of days from the grant date in accordance with instructions and/or announcements provided by the Company to you and failing to accept this award within the Company’s third-party administrator’s system within such number of days may constitute grounds for forfeiture of this award in the Company’s sole discretion.
Very truly yours,
CNO FINANCIAL GROUP, INC.
By: Yvonne K. Franzese, Chief Human Resources Officer

6
EX-10.2 3 ex102-xelg2025rsuagreement.htm EX-10.2 Document

Exhibit 10.2

CNO FINANCIAL GROUP, INC.

Re:    Grant of Restricted Stock Unit Award

CNO Financial Group, Inc., a Delaware corporation (the ”Company”), is pleased to advise you that pursuant to the Company's Amended and Restated Long-Term Incentive Plan (the ”Plan”), the Company has granted you an award of the number of restricted share units (the ”Restricted Shares”) set forth on the Company’s stock plan administration vendor website (the ”Award Summary”), effective as of the date set forth on the Award Summary (the ”Date of Grant”), subject to the terms and conditions of the Plan and the terms and conditions set forth herein. Any capitalized terms used herein and not defined herein have the meaning set forth in the Plan.
1.Restricted Shares. Each Restricted Share represents the right to receive one share of the Company’s Common Stock, par value $.01 per share (“Common Stock”), plus Dividend Equivalents thereon (as described in Section 5(b) below) subject to satisfaction of the service vesting criteria set forth on the Award Summary. Upon satisfaction of such vesting criteria, the shares of Common Stock that have vested will be issued to you. When issued, the shares of Common Stock shall be fully paid and nonassessable.
2.Restrictions on Transfer. You may not sell, assign, transfer, convey, pledge, exchange or otherwise encumber or dispose the Restricted Shares, except to the Company, until they have become nonforfeitable as provided in paragraph 3 hereof and in accordance with Section 6 of the Plan. Any purported encumbrance or disposition in violation of the provisions of this paragraph 2 shall be void ab initio, and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Shares.
3.Vesting of Restricted Shares.
(a)Except as provided in paragraphs 3(b) – (e) and 4(b) below, the Restricted Shares shall vest and shares of Common Stock shall be issued to you only if you remain a director, officer or employee (or an approved service provider) of the Company or a Subsidiary through the vesting dates set forth on the Award Summary.
(b)In the event your employment is terminated by the Company or a Subsidiary without Cause or by you for Good Reason within six months prior to and in anticipation of or within 24 months after a Change in Control has occurred, any unvested Restricted Shares shall vest in full as of such date of termination.
(c)If your employment is terminated by the Company or a Subsidiary due to your death, any unvested Restricted Shares shall vest in full as of such date.



(d)If your employment is terminated by the Company or a Subsidiary due to your Disability, any unvested Restricted Shares shall continue to vest thereafter on the same vesting schedule as if you had remained an employee.
(e)If your employment is terminated by the Company or a Subsidiary for any reason other than Cause, death or Disability (or in connection with a Change in Control), then a pro rata portion of the next installment of the Restricted Shares shall vest and you shall be entitled to receive Common Stock for the pro rata portion as of the date of the next such installment. For purposes of the foregoing, the pro rata portion shall be calculated based on the number of days from the date on which the most recent installment of the Restricted Shares vested (or if no installments have vested, from the date of grant) to the date of termination divided by the number of days between the date on which the most recent installment of the Restricted Shares vested (or if no installments have vested, from the date of grant) to the date on which the next installment of the Restricted Shares is scheduled to vest.
4.Forfeiture of Restricted Shares.
(a)Except as expressly set forth in paragraph 4(b) below or in any written employment agreement between you and the Company or a Subsidiary (whether entered into prior to or after the date of this agreement), if you cease to be (or do not become) a director, officer or employee of the Company or a Subsidiary (or cease (or do not begin) to otherwise perform services for the Company or a Subsidiary) for any reason, except as and to the extent the Restricted Shares have vested pursuant to paragraph 3 hereof, you shall forfeit the portion of the Restricted Shares which has not vested and the Restricted Shares so forfeited shall be cancelled.
(b)If you elect to terminate your employment with the Company or a Subsidiary and you satisfy the definition of Retirement set forth in the Plan, then any unvested Restricted Shares shall continue to vest after your retirement on the same vesting schedules as if you had remained an employee. In addition, in the event that you resign your employment with the Company and satisfy the terms and conditions set forth in the Company’s good leaver (or similar) policy as in effect from time to time in connection with such resignation, the Committee may, in the sole and absolute discretion, determine to treat your resignation as qualifying for additional vesting for the purposes of any or all of the then-unvested Restricted Shares granted under this agreement and any or all of the then-unvested Restricted Shares granted under other agreements, in each case, even if such resignation would not otherwise qualify as a Retirement under the Plan.
5.Dividend, Voting and Other Rights.
(a)Until issuance of shares of Common Stock pursuant to Section 1 hereof, you shall have no voting or other rights of a stockholder with respect to the Restricted Shares.
(b)Dividend Equivalents. You shall have the right to receive Dividend Equivalents on Restricted Shares that become vested hereunder, payable in cash without interest, to the extent that (i) cash dividends are paid or payable on the Common Stock underlying the Restricted Shares after the date of this agreement and prior to the issuance of shares of Common Stock underlying the Restricted Shares and (ii) the record date for such payment of cash dividends was on or after the date of this agreement. Such Dividend Equivalents shall be subject to any required tax withholding, and shall be payable on or about such date or dates as the underlying Common Stock is issued to you in an amount equal to the number of pre-tax gross shares of Common Stock vested in respect of your earned Restricted Shares before share withholding to satisfy income tax withholding requirements multiplied by the aggregate per share dividends declared and paid on or after the date of this letter agreement and prior to the issuance of shares of Common Stock underlying the Restricted Shares.
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6.Certain Definitions. For the purposes of this agreement, the following terms have the meanings set forth below:
“Board” means the Board of Directors of the Company.
“Cause” means the occurrence of one or more of the following events, as determined by the Committee:
(i)commission of (x) a felony or (y) any crime or offense lesser than a felony involving the property of the Company or a Subsidiary; or
(ii)conduct that has caused demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise; or
(iii)willful refusal to perform or substantial disregard of duties properly assigned; or
(iv)breach of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary.
“Change in Control” means the occurrence of any of the following events:
(i)the acquisition (other than an acquisition in connection with a “Non-Control Transaction” (as defined below)) by any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of “beneficial ownership” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or its Ultimate Parent representing 51% or more of the combined voting power of the then outstanding securities of the Company or its Ultimate Parent entitled to vote generally with respect to the election of the board of directors of the Company or its Ultimate Parent; or
(ii)as a result of or in connection with a tender or exchange offer or contest for election of directors, individual board members of the Company (identified as of the date of commencement of such tender or exchange offer, or the commencement of such election contest, as the case may be) cease to constitute at least a majority of the board of directors of the Company; or
(iii)the consummation of a merger, consolidation or reorganization with or into the Company unless (x) the stockholders of the Company immediately before such transaction beneficially own, directly or indirectly, immediately following such
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transaction securities representing 51% or more of the combined voting power of the then outstanding securities entitled to vote generally with respect to the election of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent and (y) individual board members of the Company (identified as of the date that a binding agreement providing for such transaction is signed) constitute at least a majority of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent (a transaction to which clauses (x) and (y) apply, a “Non-Control Transaction”).
“Disability” means that, solely because of injury or sickness, you are either: (i) unable to perform all the material duties of the occupation that you routinely performed just prior to the date the Disability begins; or (ii) unable to earn 80% or more of your annual salary in effect just prior to the date the Disability begins.
“Fair Market Value” of a share of Common Stock of the Company means, as of the date in question, the officially-quoted closing selling price of the stock (or if no selling price is quoted, the bid price) on the principal securities exchange on which the Common Stock is then listed for trading (including for this purpose the Nasdaq National Market) (the “Market”) for the applicable trading day or, if the Common Stock is not then listed or quoted in the Market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board.
“Good Reason” means (i) any material diminution in the nature or scope of your authority, duties or responsibilities from those you had as of the date immediately preceding the Change in Control, (ii) requiring your relocation to a location more than 50 miles from your primary location of employment immediately preceding the Change in Control without your consent or (iii) any reduction in your base salary or target bonus opportunity without your consent.
“Subsidiary” means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by the Company.
“Ultimate Parent” means the parent corporation (or if there is more than one parent corporation, the ultimate parent corporation) that, following a transaction, directly or indirectly beneficially owns a majority of the voting power of the outstanding securities entitled to vote with respect to the election of the board of directors of the Company (or its successor).
7.Withholding Taxes. If the Company or any Subsidiary shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Restricted Shares or other securities pursuant to this agreement, and the amounts available to the Company or such Subsidiary for such withholding are insufficient, you shall pay the tax or make provisions that are satisfactory to the Company or such Subsidiary for the payment thereof. If permitted at such time by the Company, you may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company or such Subsidiary a portion of the Restricted Shares that become nonforfeitable hereunder, and the Restricted Shares so surrendered by you shall be credited against any such withholding obligation at the Fair Market Value of such Restricted Shares on the date of such surrender.
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8.No Special Right to Employment. Nothing in this agreement shall interfere with or limit in any way the right of the Company to terminate your employment or other performance of services at any time, nor confer upon you any right to continue in the employ or as a director or officer of, or in the performance of other services for, the Company or a Subsidiary for any period of time, or to continue your present (or any other) rate of compensation or level of responsibility. Nothing in this agreement shall confer upon you any right to be selected again as a Plan participant, and nothing in the Plan or this agreement shall provide for any adjustment to the number of Restricted Shares upon the occurrence of subsequent events except as provided in the Plan.
9.Relation to Other Benefits. Any economic or other benefit to you under this agreement or the Plan shall not be taken into account in determining any benefits to which you may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
10.Amendments to Plan. Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this agreement without your consent.
11.Severability. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this agreement.
12.Conformity with Plan. This agreement and the Restricted Shares granted pursuant hereto are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this agreement and the Plan shall be resolved in accordance with the terms of the Plan. By accepting the award you acknowledge your receipt of this agreement and the Plan and agree to be bound by all of the terms of this agreement and the Plan.
13.Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.
14.Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this agreement shall be in writing and shall be deemed to have been given when (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested and postage prepaid or (iii) sent by reputable overnight courier, to the recipient. Such notices, demands and other communications shall be sent to you at the address on file with the Company and to the Company at 11299 Illinois Street, Suite 200, Carmel, Indiana 46032, Attn: General Counsel, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.
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15.Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF DELAWARE.
16.Descriptive Headings. The descriptive headings of this agreement are inserted for convenience only and do not constitute a part of this agreement.
17.Entire Agreement. This agreement, any written employment agreement between you and the Company or a Subsidiary to the extent contemplated by paragraph 4(a) hereof, and the terms of the Plan constitute the entire understanding between you and the Company, and supersede all other agreements, whether written or oral, with respect to your acquisition of the Restricted Shares.
18.Section 409A. The Restricted Shares awarded hereunder are intended to be Non-409A Awards (as defined in the Plan) and are at all times intended to comply with Section 409A of the Code, as provided under the Plan. To the extent that Section 409A(a)(2)(B)(i) (regarding certain payments to “key employees” in connection with a separation from service) requires the Company to delay payment and/or other delivery beyond the date(s) otherwise specified in this agreement, the Company shall pay such amounts to you upon the earliest date permitted under Section 409A(a)(2)(B)(i) of the Code without incurring excise tax.
19.Clawback Policy. The Company’s Board of Directors have adopted a Clawback Policy applicable to Covered Executive as defined in the policy. Such policy may be amended from time to time and is available on the Company’s intranet at www.mycno.unily.com. If you have been designated by the Compensation Committee (or its delegate) as a Covered Executive, this Performance Share Award is bound by the terms of the policy, including without limitation all provisions relating to the recoupment of any vested portion of the award.
20.Electronic Delivery. The Company may deliver any documents related to current or future participation in the Plan by electronic delivery at its sole discretion. You hereby consent to receive such documents by electronic delivery and agree to participate in an online system established and maintained by the Company or its third-party administrator. By electronically accepting the award agreement, you agree to be bound by the terms and conditions in the Plan and this award agreement.
Details of the Award of Restricted Shares are displayed on the Company’s equity administration website in the Award Summary.
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To execute this agreement and confirm your understanding and acceptance of the agreements contained you must click the Accept button on the third-party administrator’s website. Acceptance may be required within a certain number of days from the grant date in accordance with instructions and/or announcements provided by the Company to you and failing to accept this award within the Company’s third-party administrator’s system within such number of days may constitute grounds for forfeiture of this award in the Company’s sole discretion.

Very truly yours,
CNO FINANCIAL GROUP, INC.
By: Yvonne K. Franzese, Chief Human Resources Officer
7
EX-10.3 4 ex103-x2025pxshareagreemen.htm EX-10.3 Document

Exhibit 10.3

CNO FINANCIAL GROUP, INC.
2025 PERFORMANCE SHARE AWARD AGREEMENT

CNO Financial Group, Inc., a Delaware corporation (the “Company” or “CNO”), is pleased to advise you that pursuant to the Company’s Amended and Restated Long-Term Incentive Plan (the “Plan”), the Company has granted you an award of the number of performance share units set forth on the Company’s stock plan administration vendor’s website (the “Award Summary”), effective as of the date displayed on the Award Summary (the “Grant Date”), subject to the terms and conditions of the Plan and the terms and conditions set forth herein. Any capitalized terms used herein and not defined herein have the meaning set forth in the Plan.
1.Performance Shares. Each Performance Share represents the right to receive one share of the Company’s Common Stock, par value $.01 per share (“Common Stock”), plus Dividend Equivalents thereon (as described in Section 5(b) below) subject to satisfaction of the service and performance-based vesting criteria described in Section 3 below and Schedule A-1 of the Award Summary. Upon satisfaction of such vesting criteria, the shares of Common Stock that have vested will be issued to you. When issued, the shares of Common Stock shall be fully paid and nonassessable.
2.Transfer Restrictions. You may not sell, assign, transfer, convey, pledge, exchange or otherwise encumber or dispose of the Performance Shares, except to the Company. Any purported encumbrance or disposition in violation of the provisions of this Section 2 shall be void ab initio, and the other party to any such purported transaction shall not obtain any rights to or interest in the Performance Shares.
3.Vesting of Performance Shares.
(a)The Performance Shares shall vest (in whole or in part) based upon satisfying the vesting criteria set forth on Schedule A-1 of the Award Summary. Except as set forth below, underlying shares of Common Stock shall be issued to you only if you remain employed by the Company or a Subsidiary through the vesting date of the Performance Shares, which is anticipated to occur no later than March 15, 2028. Decisions regarding vesting and payment of the Performance Shares shall be final as determined by the Committee in its sole and absolute discretion.
(b)If you elect to terminate your employment with the Company or a Subsidiary and you satisfy the definition of Retirement set forth in the Plan, or if your employment is terminated by the Company or a Subsidiary for any reason other than Cause, death or Disability (unless the termination is in connection with a Change in Control), then a pro rata portion of the Performance Shares shall vest (based on the number of days from January 1, 2025 to and including the date of your Retirement or involuntary termination other than Cause, death, or Disability divided by 1,095 and, to the extent the performance criteria are met, such pro rata portion shall be issued at the same time as others receive shares of Common Stock under this award.
(c)If your employment is terminated by the Company or a Subsidiary due to your death or Disability, then a pro rata portion of the Performance Shares shall vest (based on the number of days from the beginning of the performance period to and including the date your employment is terminated divided by 1,095) and, to the extent the performance criteria are met, such pro rata portion shall be issued at the same time as others receive shares of Common Stock under such award.



(d)Any Performance Shares that do not vest pursuant to Sections 3(a) – 3(c) above shall be cancelled.
(e)In the event your employment is terminated by the Company or a Subsidiary without Cause or by you for Good Reason within six months prior to and in anticipation of or within 24 months after a Change in Control has occurred, a pro rata portion of any unvested Performance Shares shall vest (based on the number of days from the beginning of the performance period to and including the date your employment is terminated divided by 1,095) on such date.
4.Forfeiture of Performance Shares. Except as set forth in Section 3 above or expressly set forth in any written agreement between you and the Company or a Subsidiary (whether entered into prior to or after the date of this letter agreement), if you cease to be an employee of the Company or a Subsidiary for any reason, except as and to the extent the Common Stock underlying the Performance Shares has been issued to you, you shall forfeit the remaining portion of the Performance Shares.
5.Dividend, Voting and Other Rights.
(a) Until issuance of shares of Common Stock pursuant to Section 1 hereof, you shall have no voting or other rights of a stockholder with respect to the Performance Shares.
(b)Dividend Equivalents. You shall have the right to receive Dividend Equivalents on Performance Shares that become vested hereunder, payable in cash without interest, to the extent that (i) cash dividends are paid or payable on the Common Stock underlying the Performance Shares after the date of this agreement and prior to the issuance of shares of Common Stock underlying the Performance Shares and (ii) the record date for such payment of cash dividends was on or after the date of this agreement. Such Dividend Equivalents shall be subject to any required tax withholding, and shall be payable on or about such date or dates as the underlying Common Stock is issued to you in an amount equal to the number of pre-tax gross shares of Common Stock vested in respect of your earned Performance Shares before share withholding to satisfy income tax withholding requirements multiplied by the aggregate per share dividends declared and paid on or after the date of this letter agreement and prior to the issuance of shares of Common Stock underlying the Performance Shares.
6.Certain Definitions. For the purposes of this letter agreement, the following terms have the meanings set forth below:
“Board” means the Board of Directors of the Company.
“Cause” means the occurrence of one or more of the following events, as determined by the Committee:
(i)commission of (x) a felony or (y) any crime or offense lesser than a felony involving the property of the Company or a Subsidiary; or
(ii)conduct that has caused demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise; or
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(iii)willful refusal to perform or substantial disregard of duties properly assigned; or
(iv)breach of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary.
“Change in Control” means the occurrence of any of the following events:
(i)the acquisition (other than an acquisition in connection with a “Non-Control Transaction” (as defined below)) by any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of “beneficial ownership” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or its Ultimate Parent representing 51% or more of the combined voting power of the then outstanding securities of the Company or its Ultimate Parent entitled to vote generally with respect to the election of the board of directors of the Company or its Ultimate Parent; or
(ii)as a result of or in connection with a tender or exchange offer or contest for election of directors, individual board members of the Company (identified as of the date of commencement of such tender or exchange offer, or the commencement of such election contest, as the case may be) cease to constitute at least a majority of the board of directors of the Company; or
(iii)the consummation of a merger, consolidation or reorganization with or into the Company unless (x) the stockholders of the Company immediately before such transaction beneficially own, directly or indirectly, immediately following such transaction securities representing 51% or more of the combined voting power of the then outstanding securities entitled to vote generally with respect to the election of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent and (y) individual board members of the Company (identified as of the date that a binding agreement providing for such transaction is signed) constitute at least a majority of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent (a transaction to which clauses (x) and (y) apply, a “Non-Control Transaction”).
“Committee” means the Human Resources and Compensation Committee of the Company’s Board of Directors.
“Disability” means that, solely because of injury or sickness, you are either: (i) unable to perform all the material duties of the occupation that you routinely performed just prior to the date the Disability begins; or (ii) unable to earn 80% or more of your annual salary in effect just prior to the date the Disability begins.
“Good Reason” means (i) any material diminution in the nature or scope of your authority, duties or responsibilities from those you had as of the date immediately preceding the Change in Control, (ii) requiring your relocation to a location more than 50 miles from your primary location of employment immediately preceding the Change in Control without your consent or (iii) any reduction in your base salary or target bonus opportunity without your consent.
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“Subsidiary” means a subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).
“Ultimate Parent” means the parent corporation (or if there is more than one parent corporation, the ultimate parent corporation) that, following a transaction, directly or indirectly beneficially owns a majority of the voting power of the outstanding securities entitled to vote with respect to the election of the board of directors of the Company (or its successor).
7.Withholding Taxes. If the Company or any Subsidiary shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Performance Shares or other securities pursuant to this agreement, and the amounts available to the Company or such Subsidiary for such withholding are insufficient, you shall pay the tax or make provisions that are satisfactory to the Company or such Subsidiary for the payment thereof. If permitted at such time by the Company, you may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company or such Subsidiary a portion of the Performance Shares that become nonforfeitable hereunder, and the Performance Shares so surrendered by you shall be credited against any such withholding obligation at the Fair Market Value of the Common Stock underlying such Performance Shares on the date of such surrender.
8.No Special Right to Employment. Nothing in this agreement shall interfere with or limit in any way the right of the Company to terminate your employment or other performance of services at any time, nor confer upon you any right to continue in the employ or as a director or officer of, or in the performance of other services for, the Company or a Subsidiary for any period of time, or to continue your present (or any other) rate of compensation or level of responsibility. Nothing in this agreement shall confer upon you any right to be selected again as a Plan participant, and nothing in the Plan or this agreement shall provide for any adjustment to the number of Performance Shares upon the occurrence of subsequent events except as provided in the Plan.
9.Relation to Other Benefits. Any economic or other benefit to you under this agreement or the Plan shall not be taken into account in determining any benefits to which you may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
10.Amendments to Plan. Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this agreement without your consent.
11.Severability. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this agreement.
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12.Conformity with Plan. This agreement and the Performance Shares granted pursuant hereto are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this agreement and the Plan shall be resolved in accordance with the terms of the Plan. By accepting this grant of Performance Shares on the Company’s equity administration website, you acknowledge your receipt of this agreement and the Plan and agree to be bound by all of the terms of this agreement and the Plan.
13.Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.
14.Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this agreement shall be in writing and shall be deemed to have been given when (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested and postage prepaid or (iii) sent by reputable overnight courier, to the recipient. Such notices, demands and other communications shall be sent to you at the address on file with the Company and to the Company at 11299 Illinois Street, Ste 200, Carmel, IN 46032, Attn: General Counsel, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.
15.Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE PROVISIONS OF FEDERAL LAW.
16.Descriptive Headings. The descriptive headings of this agreement are inserted for convenience only and do not constitute a part of this agreement.
17.Entire Agreement. This agreement, any written agreement between you and the Company or a Subsidiary to the extent contemplated by Section 4 hereof, and the terms of the Plan constitute the entire understanding between you and the Company, and supersede all other agreements, whether written or oral, with respect to your acquisition of the Performance Shares.
18.Section 409A. The Performance Shares awarded hereunder are intended to comply with Section 409A of the Code, as provided under the Plan. In accordance therewith, to the extent that Section 409A(a)(2)(B)(i) (regarding certain payments to “key employees” in connection with a separation from service) requires the Company to delay payment and /or delivery of shares of Common Stock in respect of your vesting Performance Shares beyond the date(s) otherwise specified in this agreement, the Company shall pay such amounts to you upon the earliest date permitted under 409A(a)(2)(B)(i) of the Code with incurring excise tax.
19.Electronic Delivery. The Company may deliver any documents related to current or future participation in the Plan by electronic delivery at its sole discretion. You hereby consent to receive such documents by electronic delivery and agree to participate in an online system established and maintained by the Company or its third-party administrator. By electronically accepting the award agreement, you agree to be bound by the terms and conditions in the Plan and this award agreement.
20.Details of the Award are set forth in the Award Summary.
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To execute this agreement and confirm your understanding and acceptance of the agreements contained you must click the Accept button on the third-party administrator’s website. Acceptance may be required within a certain number of days from the grant date in accordance with instructions and/or announcements provided by the Company to you and failing to accept this award within the Company’s third-party administrator’s system within such number of days may constitute grounds for forfeiture of this award in the Company’s sole discretion.
Very truly yours,
CNO FINANCIAL GROUP, INC.
By: Yvonne K. Franzese, Chief Human Resources Officer

6
EX-10.4 5 ex104-xelg2025pxshareagree.htm EX-10.4 Document

Exhibit 10.4

CNO FINANCIAL GROUP, INC.
2025 ELG PERFORMANCE SHARE AWARD AGREEMENT

CNO Financial Group, Inc., a Delaware corporation (the “Company” or “CNO”), is pleased to advise you that pursuant to the Company’s Amended and Restated Long-Term Incentive Plan (the “Plan”), the Company has granted you an award of the number of performance share units set forth on the Company’s stock plan administration vendor’s website (the “Award Summary”), effective as of the date displayed on the Award Summary (the “Grant Date”), subject to the terms and conditions of the Plan and the terms and conditions set forth herein. Any capitalized terms used herein and not defined herein have the meaning set forth in the Plan.
1.Performance Shares. Each Performance Share represents the right to receive one share of the Company’s Common Stock, par value $.01 per share (“Common Stock”), plus Dividend Equivalents thereon (as described in Section 5(b) below) subject to satisfaction of the service and performance-based vesting criteria described in Section 3 below and Schedule A-1 of the Award Summary. Upon satisfaction of such vesting criteria, the shares of Common Stock that have vested will be issued to you. When issued, the shares of Common Stock shall be fully paid and nonassessable.
2.Transfer Restrictions. You may not sell, assign, transfer, convey, pledge, exchange or otherwise encumber or dispose of the Performance Shares, except to the Company. Any purported encumbrance or disposition in violation of the provisions of this Section 2 shall be void ab initio, and the other party to any such purported transaction shall not obtain any rights to or interest in the Performance Shares.
3.Vesting of Performance Shares.
(a)The Performance Shares shall vest (in whole or in part) based upon satisfying the vesting criteria set forth on Schedule A-1 of the Award Summary. Except as set forth below, underlying shares of Common Stock shall be issued to you only if you remain employed by the Company or a Subsidiary through the vesting date of the Performance Shares, which is anticipated to occur no later than March 15, 2028. Decisions regarding vesting and payment of the Performance Shares shall be final as determined by the Committee in its sole and absolute discretion.
(b)If you elect to terminate your employment with the Company or a Subsidiary and you satisfy the definition of Retirement set forth in the Plan, or if your employment is terminated by the Company or a Subsidiary for any reason other than Cause, death or Disability (unless the termination is in connection with a Change in Control), then a pro rata portion of the Performance Shares shall vest (based on the number of days from January 1, 2025 to and including the date of your Retirement or involuntary termination other than Cause, death, or Disability divided by1,095) and, to the extent the performance criteria are met, such pro rata portion shall be issued at the same time as others receive shares of Common Stock under this award. In addition, in the event that you resign your employment with the Company and satisfy the terms and conditions set forth in the Company’s good leaver (or similar) policy as in effect from time to time in connection with such resignation, the Committee may, in the sole and absolute discretion, determine to treat your resignation as qualifying for additional vesting for the purposes of any or all of the then-unvested Performance Shares granted under this agreement and any or all of the then-unvested Performance Shares granted to you under other agreements, in each case, even if such resignation would not otherwise qualify as a Retirement under the Plan.



(c)If your employment is terminated by the Company or a Subsidiary due to your death or Disability, then a pro rata portion of the Performance Shares shall vest (based on the number of days from the beginning of the performance period to and including the date your employment is terminated divided by 1,095) and, to the extent the performance criteria are met, such pro rata portion shall be issued at the same time as others receive shares of Common Stock under such award.
(d)Any Performance Shares that do not vest pursuant to Sections 3(a) - 3(c) above shall be cancelled.
(e)In the event your employment is terminated by the Company or a Subsidiary without Cause or by you for Good Reason within six months prior to and in anticipation of or within 24 months after a Change in Control has occurred, a pro rata portion of any unvested Performance Shares shall vest (based on the number of days from the beginning of the performance period to and including the date your employment is terminated divided by 1,095) on such date.
4.Forfeiture of Performance Shares. Except as set forth in Section 3 above or expressly set forth in any written agreement between you and the Company or a Subsidiary (whether entered into prior to or after the date of this letter agreement), if you cease to be an employee of the Company or a Subsidiary for any reason, except as and to the extent the Common Stock underlying the Performance Shares has been issued to you, you shall forfeit the remaining portion of the Performance Shares.
5.Dividend, Voting and Other Rights.
(a)Until issuance of shares of Common Stock pursuant to Section 1 hereof, you shall have no voting or other rights of a stockholder with respect to the Performance Shares.
(b)Dividend Equivalents. You shall have the right to receive Dividend Equivalents on Performance Shares that become vested hereunder, payable in cash without interest, to the extent that (i) cash dividends are paid or payable on the Common Stock underlying the Performance Shares after the date of this agreement and prior to the issuance of shares of Common Stock underlying the Performance Shares and (ii) the record date for such payment of cash dividends was on or after the date of this agreement. Such Dividend Equivalents shall be subject to any required tax withholding, and shall be payable on or about such date or dates as the underlying Common Stock is issued to you in an amount equal to the number of pre-tax gross shares of Common Stock vested in respect of your earned Performance Shares before share withholding to satisfy income tax withholding requirements multiplied by the aggregate per share dividends declared and paid on or after the date of this letter agreement and prior to the issuance of shares of Common Stock underlying the Performance Shares.
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6.Certain Definitions. For the purposes of this letter agreement, the following terms have the meanings set forth below:
“Board” means the Board of Directors of the Company.
“Cause” means the occurrence of one or more of the following events, as determined by the Committee:
(i)commission of (x) a felony or (y) any crime or offense lesser than a felony involving the property of the Company or a Subsidiary; or
(ii)conduct that has caused demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise; or
(iii)willful refusal to perform or substantial disregard of duties properly assigned; or
(iv)breach of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary.
“Change in Control” means the occurrence of any of the following events:
(i)the acquisition (other than an acquisition in connection with a “Non-Control Transaction” (as defined below)) by any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of “beneficial ownership” (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or its Ultimate Parent representing 51% or more of the combined voting power of the then outstanding securities of the Company or its Ultimate Parent entitled to vote generally with respect to the election of the board of directors of the Company or its Ultimate Parent; or
(ii)as a result of or in connection with a tender or exchange offer or contest for election of directors, individual board members of the Company (identified as of the date of commencement of such tender or exchange offer, or the commencement of such election contest, as the case may be) cease to constitute at least a majority of the board of directors of the Company; or
(iii)the consummation of a merger, consolidation or reorganization with or into the Company unless (x) the stockholders of the Company immediately before such transaction beneficially own, directly or indirectly, immediately following such transaction securities representing 51% or more of the combined voting power of the then outstanding securities entitled to vote generally with respect to the election of the board of directors of the Company (or its successor) or, if
3


applicable, the Ultimate Parent and (y) individual board members of the Company (identified as of the date that a binding agreement providing for such transaction is signed) constitute at least a majority of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent (a transaction to which clauses (x) and (y) apply, a “Non-Control Transaction”).
“Committee” means the Human Resources and Compensation Committee of the Company’s Board of Directors.
“Disability” means that, solely because of injury or sickness, you are either: (i) unable to perform all the material duties of the occupation that you routinely performed just prior to the date the Disability begins; or (ii) unable to earn 80% or more of your annual salary in effect just prior to the date the Disability begins.
“Good Reason” means (i) any material diminution in the nature or scope of your authority, duties or responsibilities from those you had as of the date immediately preceding the Change in Control, (ii) requiring your relocation to a location more than 50 miles from your primary location of employment immediately preceding the Change in Control without your consent or (iii) any reduction in your base salary or target bonus opportunity without your consent.
“Subsidiary” means a subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).
“Ultimate Parent” means the parent corporation (or if there is more than one parent corporation, the ultimate parent corporation) that, following a transaction, directly or indirectly beneficially owns a majority of the voting power of the outstanding securities entitled to vote with respect to the election of the board of directors of the Company (or its successor).
7.Withholding Taxes. If the Company or any Subsidiary shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Performance Shares or other securities pursuant to this agreement, and the amounts available to the Company or such Subsidiary for such withholding are insufficient, you shall pay the tax or make provisions that are satisfactory to the Company or such Subsidiary for the payment thereof. If permitted at such time by the Company, you may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company or such Subsidiary a portion of the Performance Shares that become nonforfeitable hereunder, and the Performance Shares so surrendered by you shall be credited against any such withholding obligation at the Fair Market Value of the Common Stock underlying such Performance Shares on the date of such surrender.
8.No Special Right to Employment. Nothing in this agreement shall interfere with or limit in any way the right of the Company to terminate your employment or other performance of services at any time, nor confer upon you any right to continue in the employ or as a director or officer of, or in the performance of other services for, the Company or a Subsidiary for any period of time, or to continue your present (or any other) rate of compensation or level of responsibility. Nothing in this agreement shall confer upon you any right to be selected again as a Plan participant, and nothing in the Plan or this agreement shall provide for any adjustment to the number of Performance Shares upon the occurrence of subsequent events except as provided in the Plan.
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9.Relation to Other Benefits. Any economic or other benefit to you under this agreement or the Plan shall not be taken into account in determining any benefits to which you may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.
10.Amendments to Plan. Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this agreement without your consent.
11.Severability. Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this agreement.
12.Conformity with Plan. This agreement and the Performance Shares granted pursuant hereto are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this agreement and the Plan shall be resolved in accordance with the terms of the Plan. By accepting this grant of Performance Shares on the Company’s equity administration website, you acknowledge your receipt of this agreement and the Plan and agree to be bound by all of the terms of this agreement and the Plan.
13.Successors and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.
14.Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this agreement shall be in writing and shall be deemed to have been given when (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested and postage prepaid or (iii) sent by reputable overnight courier, to the recipient. Such notices, demands and other communications shall be sent to you at the address on file with the Company and to the Company at 11299 Illinois Street, Suite 200, Carmel, Indiana 46032, Attn: General Counsel, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.
15.Governing Law. THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE PROVISIONS OF FEDERAL LAW.
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16.Descriptive Headings. The descriptive headings of this agreement are inserted for convenience only and do not constitute a part of this agreement.
17.Entire Agreement. This agreement, any written agreement between you and the Company or a Subsidiary to the extent contemplated by Section 4 hereof, and the terms of the Plan constitute the entire understanding between you and the Company, and supersede all other agreements, whether written or oral, with respect to your acquisition of the Performance Shares.
18.Section 409A. The Performance Shares awarded hereunder are intended to comply with Section 409A of the Code, as provided under the Plan. In accordance therewith, to the extent that Section 409A(a)(2)(B)(i) (regarding certain payments to “key employees” in connection with a separation from service) requires the Company to delay payment and /or delivery of shares of Common Stock in respect of your vesting Performance Shares beyond the date(s) otherwise specified in this agreement, the Company shall pay such amounts to you upon the earliest date permitted under 409A(a)(2)(B)(i) of the Code with incurring excise tax.
19.Clawback Policy. The Company’s Board of Directors have adopted a Clawback Policy applicable to Covered Executive as defined in the policy. Such policy may be amended from time to time and is available on the Company’s intranet at www.mycno.unily.com. If you have been designated by the Compensation Committee (or its delegate) as a Covered Executive, this Performance Share Award is bound by the terms of the policy, including without limitation all provisions relating to the recoupment of any vested portion of the award.
20.Electronic Delivery. The Company may deliver any documents related to current or future participation in the Plan by electronic delivery at its sole discretion. You hereby consent to receive such documents by electronic delivery and agree to participate in an online system established and maintained by the Company or its third-party administrator. By electronically accepting the award agreement, you agree to be bound by the terms and conditions in the Plan and this award agreement.
Details of the Award are set forth in the Award Summary.
To execute this agreement and confirm your understanding and acceptance of the agreements contained you must click the Accept button on the third-party administrator’s website. Acceptance may be required within a certain number of days from the grant date in accordance with instructions and/or announcements provided by the Company to you and failing to accept this award within the Company’s third-party administrator’s system within such number of days may constitute grounds for forfeiture of this award in the Company’s sole discretion.

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Very truly yours,
CNO FINANCIAL GROUP, INC.
By: Yvonne K. Franzese, Chief Human Resources Officer


7
EX-31.1 6 cno03312025ex311.htm EX-31.1 Document

Exhibit 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
OF CNO FINANCIAL GROUP, INC., PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary C. Bhojwani, certify that:

1.I have reviewed this quarterly report on Form 10-Q of CNO Financial Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  5/7/2025


/s/ Gary C. Bhojwani
Gary C. Bhojwani
Chief Executive Officer


EX-31.2 7 cno03312025ex312.htm EX-31.2 Document

Exhibit 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
OF CNO FINANCIAL GROUP, INC., PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Paul H. McDonough, certify that:

1.I have reviewed this quarterly report on Form 10-Q of CNO Financial Group, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: 5/7/2025


/s/ Paul H. McDonough
Paul H. McDonough
Executive Vice President
and Chief Financial Officer

EX-32.1 8 cno03312025ex321.htm EX-32.1 Document

Exhibit 32.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of CNO Financial Group, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gary C. Bhojwani, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my actual knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Gary C. Bhojwani
Gary C. Bhojwani
Chief Executive Officer

5/7/2025


A signed original of this written statement required by Section 906 has been provided to CNO Financial Group, Inc. and will be retained by CNO Financial Group, Inc. and furnished to the Securities and Exchange Commission upon request.


EX-32.2 9 cno03312025ex322.htm EX-32.2 Document

Exhibit 32.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of CNO Financial Group, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Paul H. McDonough, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my actual knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Paul H. McDonough
Paul H. McDonough
Executive Vice President
and Chief Financial Officer

5/7/2025


A signed original of this written statement required by Section 906 has been provided to CNO Financial Group, Inc. and will be retained by CNO Financial Group, Inc. and furnished to the Securities and Exchange Commission upon request.