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CNO Financial Group, Inc. - Quarter Report: 2014 September (Form 10-Q)

Table of Contents
 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___ to ___ 

Commission File Number 001-31792


CNO Financial Group, Inc.


Delaware
 
75-3108137
State of Incorporation
 
IRS Employer Identification No.
 
 
 
11825 N. Pennsylvania Street
 
 
Carmel, Indiana  46032
 
(317) 817-6100
Address of principal executive offices
 
Telephone


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 [ X ]  No [   ]

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ X ]  No [   ]

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

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

Shares of common stock outstanding as of October 22, 2014:  205,071,028






TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Page
 
 
 
Item 1.
Financial Statements (unaudited)
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
 
 
 
 
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
 
 
 
PART II - OTHER INFORMATION
 
 
 
 
Item 1.
 
 
 
Item 1A.
 
 
 
Item 2.
 
 
 
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

 
September 30,
2014
 
December 31,
2013
 
 
 
 
Investments:
 
 
 
Fixed maturities, available for sale, at fair value (amortized cost:  September 30, 2014 - $18,570.0; December 31, 2013 - $21,891.8)
$
20,610.5

 
$
23,204.6

Equity securities at fair value (cost: September 30, 2014 - $360.8; December 31, 2013 - $206.7)
372.8

 
223.0

Mortgage loans
1,621.8

 
1,729.5

Policy loans
106.2

 
277.0

Trading securities
235.0

 
247.6

Investments held by variable interest entities
1,343.0

 
1,046.7

Other invested assets
394.6

 
423.3

Total investments
24,683.9

 
27,151.7

Cash and cash equivalents - unrestricted
452.1

 
699.0

Cash and cash equivalents held by variable interest entities
150.7

 
104.3

Accrued investment income
255.4

 
286.9

Present value of future profits
505.1

 
679.3

Deferred acquisition costs
746.6

 
968.1

Reinsurance receivables
3,023.0

 
3,392.1

Income tax assets, net
731.1

 
1,147.2

Assets held in separate accounts
6.9

 
10.3

Other assets
420.2

 
341.7

Total assets
$
30,975.0

 
$
34,780.6


(continued on next page)










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



3
Table of Contents
 


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

LIABILITIES AND SHAREHOLDERS' EQUITY

 
September 30,
2014
 
December 31,
2013
 
 
 
 
Liabilities:
 
 
 
Liabilities for insurance products:
 
 
 
Policyholder account balances
$
10,659.2

 
$
12,776.4

Future policy benefits
10,519.8

 
11,222.5

Liability for policy and contract claims
464.4

 
566.0

Unearned and advanced premiums
270.3

 
300.6

Liabilities related to separate accounts
6.9

 
10.3

Other liabilities
704.0

 
590.6

Payable to reinsurer
—

 
590.3

Investment borrowings
1,519.4

 
1,900.0

Borrowings related to variable interest entities
1,295.0

 
1,012.3

Notes payable – direct corporate obligations
814.0

 
856.4

Total liabilities
26,253.0

 
29,825.4

Commitments and Contingencies


 


Shareholders' equity:
 

 
 

Common stock ($0.01 par value, 8,000,000,000 shares authorized, shares issued and outstanding:  September 30, 2014 – 207,640,050; December 31, 2013 – 220,323,823)
2.1

 
2.2

Additional paid-in capital
3,803.7

 
4,092.8

Accumulated other comprehensive income
859.3

 
731.8

Retained earnings
56.9

 
128.4

Total shareholders' equity
4,722.0

 
4,955.2

Total liabilities and shareholders' equity
$
30,975.0

 
$
34,780.6

















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


4
Table of Contents
 

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions, except per share data)
(unaudited)
 
 
Three months ended
 
Nine months ended
 
 
September 30,
 
September 30,
 
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
 
Insurance policy income
 
$
632.1

 
$
686.1

 
$
1,997.0

 
$
2,068.6

Net investment income (loss):
 
 
 
 
 
 

 
 

General account assets
 
300.1

 
350.7

 
995.6

 
1,051.4

Policyholder and reinsurer accounts and other special-purpose portfolios
 
14.8

 
49.0

 
82.9

 
158.5

Realized investment gains (losses):
 
 
 
 
 
 

 
 

Net realized investment gains, excluding impairment losses
 
6.8

 
2.8

 
54.5

 
21.9

Other-than-temporary impairment losses:
 
 
 
 
 
 

 
 

Total other-than-temporary impairment losses
 
(2.8
)
 
(2.9
)
 
(14.7
)
 
(3.5
)
Portion of other-than-temporary impairment losses recognized in accumulated other comprehensive income
 
—

 
—

 
—

 
—

Net impairment losses recognized
 
(2.8
)
 
(2.9
)
 
(14.7
)
 
(3.5
)
Total realized gains (losses)
 
4.0

 
(.1
)
 
39.8

 
18.4

Fee revenue and other income
 
16.0

 
8.1

 
29.4

 
21.0

Total revenues
 
967.0

 
1,093.8

 
3,144.7

 
3,317.9

Benefits and expenses:
 
 
 
 
 
 
 
 
Insurance policy benefits
 
565.5

 
702.2

 
1,946.9

 
2,129.5

Net loss on sale of subsidiary and gain on reinsurance transactions
 
(32.1
)
 
—

 
242.7

 
—

Interest expense
 
21.9

 
25.8

 
70.8

 
80.0

Amortization
 
65.8

 
61.4

 
197.4

 
219.9

Loss on extinguishment or modification of debt
 
—

 
—

 
.6

 
65.4

Other operating costs and expenses
 
191.5

 
190.0

 
587.1

 
559.4

Total benefits and expenses
 
812.6

 
979.4

 
3,045.5

 
3,054.2

Income (loss) before income taxes
 
154.4

 
114.4

 
99.2

 
263.7

Income tax expense:
 
 
 
 
 
 
 
 
Tax expense on period income
 
53.8

 
38.1

 
133.1

 
113.9

Valuation allowance for deferred tax assets and other tax items
 
(16.8
)
 
(206.7
)
 
(1.4
)
 
(222.2
)
Net income (loss)
 
$
117.4

 
$
283.0

 
$
(32.5
)
 
$
372.0

Earnings per common share:
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
210,525,000

 
222,876,000

 
215,790,000

 
221,819,000

Net income (loss)
 
$
.56

 
$
1.27

 
$
(.15
)
 
$
1.68

Diluted:
 
 
 
 
 
 
 
 
Weighted average shares outstanding
 
215,458,000

 
229,347,000

 
215,790,000

 
234,569,000

Net income (loss)
 
$
.54

 
$
1.23

 
$
(.15
)
 
$
1.59




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

5
Table of Contents
 

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Dollars in millions)
(unaudited)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Net income (loss)
$
117.4

 
$
283.0

 
$
(32.5
)
 
$
372.0

Other comprehensive income, before tax:
 
 
 
 
 
 
 
Unrealized gains (losses) for the period
(116.2
)
 
(196.9
)
 
756.7

 
(1,559.9
)
Amortization of present value of future profits and deferred acquisition costs
15.8

 
29.6

 
(103.6
)
 
163.7

Amount related to premium deficiencies assuming the net unrealized gains had been realized
11.8

 
74.1

 
(405.8
)
 
552.1

Reclassification adjustments:
 
 
 
 
 
 
 
For net realized investment gains included in net income (loss)
(15.5
)
 
(3.8
)
 
(51.2
)
 
(27.5
)
For amortization of the present value of future profits and deferred acquisition costs related to net realized investment gains included in net income (loss)
.1

 
.1

 
.6

 
1.3

Unrealized gains (losses) on investments
(104.0
)
 
(96.9
)
 
196.7

 
(870.3
)
Change related to deferred compensation plan
.3

 
(1.7
)
 
1.0

 
.7

Other comprehensive income (loss) before tax
(103.7
)
 
(98.6
)
 
197.7

 
(869.6
)
Income tax (expense) benefit related to items of accumulated other comprehensive income
36.9

 
34.5

 
(70.2
)
 
306.2

Other comprehensive income (loss), net of tax
(66.8
)
 
(64.1
)
 
127.5

 
(563.4
)
Comprehensive income (loss)
$
50.6

 
$
218.9

 
$
95.0

 
$
(191.4
)























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


6
Table of Contents
 

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(Dollars in millions)
(unaudited)
 
Common stock and
additional
paid-in capital
 
Accumulated other
 comprehensive income
 
Retained earnings (accumulated deficit)
 
Total
Balance, December 31, 2012
$
4,176.9

 
$
1,197.4

 
$
(325.0
)
 
$
5,049.3

Net income
—

 
—

 
372.0

 
372.0

Change in unrealized appreciation (depreciation) of investments (net of applicable income tax benefit of $305.2)
—

 
(561.5
)
 
—

 
(561.5
)
Change in noncredit component of impairment losses on fixed maturities, available for sale (net of applicable income tax benefit of $1.0)
—

 
(1.9
)
 
—

 
(1.9
)
Extinguishment of beneficial conversion feature related to the repurchase of convertible debentures
(12.6
)
 
—

 
—

 
(12.6
)
Cost of common stock repurchased
(87.3
)
 
—

 
—

 
(87.3
)
Dividends on common stock
—

 
—

 
(17.9
)
 
(17.9
)
Conversion of convertible debentures
24.9

 
—

 
—

 
24.9

Stock options, restricted stock and performance units
21.6

 
—

 
—

 
21.6

Balance, September 30, 2013
$
4,123.5

 
$
634.0

 
$
29.1

 
$
4,786.6

 
 
 
 
 
 
 
 
Balance, December 31, 2013
$
4,095.0

 
$
731.8

 
$
128.4

 
$
4,955.2

Net loss
—

 
—

 
(32.5
)
 
(32.5
)
Change in unrealized appreciation (depreciation) of investments (net of applicable income tax expense of $70.4)
—

 
127.9

 
—

 
127.9

Change in noncredit component of impairment losses on fixed maturities, available for sale (net of applicable income tax benefit of $.2)
—

 
(.4
)
 
—

 
(.4
)
Cost of common stock and warrants repurchased
(301.5
)
 
—

 
—

 
(301.5
)
Dividends on common stock
—

 
—

 
(39.0
)
 
(39.0
)
Stock options, restricted stock and performance units
12.3

 
—

 
—

 
12.3

Balance, September 30, 2014
$
3,805.8

 
$
859.3

 
$
56.9

 
$
4,722.0











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

7
Table of Contents
 

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in millions)
(unaudited)

 
Nine months ended
 
September 30,
 
2014
 
2013
Cash flows from operating activities:
 
 
 
Insurance policy income
$
1,783.2

 
$
1,835.1

Net investment income
966.2

 
1,020.5

Fee revenue and other income
29.4

 
21.0

Insurance policy benefits
(1,506.8
)
 
(1,596.8
)
Payment to reinsurer pursuant to long-term care business reinsured
(590.3
)
 
—

Interest expense
(59.7
)
 
(66.1
)
Deferrable policy acquisition costs
(176.6
)
 
(161.8
)
Other operating costs
(566.5
)
 
(575.5
)
Taxes
(2.8
)
 
(4.3
)
Net cash from operating activities
(123.9
)
(a)
472.1

Cash flows from investing activities:
 

 
 

Sales of investments
1,695.0

 
1,697.0

Maturities and redemptions of investments
1,323.5

 
1,892.3

Purchases of investments
(2,982.0
)
 
(4,285.3
)
Net sales of trading securities
8.0

 
19.1

Change in cash and cash equivalents held by variable interest entities
(46.4
)
 
(30.9
)
Cash and cash equivalents held by subsidiary prior to being sold
(164.7
)
 
—

Proceeds from sale of subsidiary
232.9

 
—

Other
(19.8
)
 
(16.0
)
Net cash provided (used) by investing activities
46.5

 
(723.8
)
Cash flows from financing activities:
 

 
 

Payments on notes payable
(43.1
)
 
(114.4
)
Expenses related to extinguishment or modification of debt
(.5
)
 
(61.6
)
Amount paid to extinguish the beneficial conversion feature associated with repurchase of convertible debentures
—

 
(12.6
)
Issuance of common stock
4.7

 
14.7

Payments to repurchase common stock and warrants
(297.0
)
 
(87.3
)
Common stock dividends paid
(39.0
)
 
(17.9
)
Amounts received for deposit products
971.2

 
963.5

Withdrawals from deposit products
(1,047.6
)
 
(1,105.3
)
Issuance of investment borrowings:
 
 
 
Federal Home Loan Bank
350.0

 
450.0

Related to variable interest entities
347.1

 
376.3

Payments on investment borrowings:
 
 
 
Federal Home Loan Bank
(367.6
)
 
(250.3
)
Related to variable interest entities and other
(68.1
)
 
(109.2
)
Investment borrowings - repurchase agreements, net
20.4

 
—

Net cash provided (used) by financing activities
(169.5
)
 
45.9

Net decrease in cash and cash equivalents
(246.9
)
 
(205.8
)
Cash and cash equivalents, beginning of period
699.0

 
582.5

Cash and cash equivalents, end of period
$
452.1

 
$
376.7

______________________
(a)
Cash flows from operating activities reflect outflows in the 2014 period due to the payment to reinsurer to transfer certain long-term care business.


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

8
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________



BUSINESS AND BASIS OF PRESENTATION

The following notes should be read together with the notes to the consolidated financial statements included in our 2013 Annual Report on Form 10-K.

CNO Financial Group, Inc., a Delaware corporation ("CNO"), is a holding company for a group of insurance companies operating throughout the United States that develop, market and administer health insurance, annuity, individual life insurance and other insurance 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 three distribution channels: career 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").  We have reclassified certain amounts from the prior periods to conform to the 2014 presentation.  These reclassifications have no effect on net income or shareholders' equity.  Results for interim periods are not necessarily indicative of the results that may be expected for a full year.

The balance sheet at December 31, 2013, presented herein, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

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), other-than-temporary impairments of investments, assets and liabilities related to income taxes, liabilities for insurance products, liabilities related to litigation and guaranty fund assessment accruals.  If our future experience differs from these estimates and assumptions, our financial statements would be materially affected.

The accompanying financial statements 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.

AGREEMENT TO SELL SUBSIDIARY

On March 2, 2014, CNO entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with Wilton Reassurance Company ("Wilton Re"), pursuant to which CNO agreed to sell to Wilton Re all of the issued and outstanding shares of Conseco Life Insurance Company ("CLIC"), an indirect wholly owned subsidiary of CNO. The transaction closed on July 1, 2014, after the receipt of insurance regulatory approvals and satisfaction of other customary closing conditions. After adjustments for transaction costs and post-sale adjustments, we expect the transaction will result in net cash proceeds of approximately $222.0 million, including the impact of intercompany transactions completed in connection with the closing. In the first quarter of 2014, we recognized an estimated loss on the sale of CLIC of $298 million, net of income taxes. In the third quarter of 2014, we recognized a $6 million reduction to the loss on the sale of CLIC to reflect our current estimate. The ultimate loss we recognize is subject to additional adjustments based on the determination of the final sales price and net proceeds, which is expected to be completed in the fourth quarter of 2014.
 
In connection with the closing of the transaction, CNO Services, LLC ("CNO Services"), an indirect wholly owned subsidiary of CNO, entered into a transition services agreement and a special support services agreement with Wilton Re,

9
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


pursuant to which CNO Services will make available to Wilton Re and its affiliates, for a limited period of time, certain services required for the operation of CLIC's business following the closing. Under such agreements, we will receive $30 million in the year ending June 30, 2015 and $20 million in the year ending June 30, 2016. In addition, certain services will continue to be provided in the three years ending June 30, 2019 for an annual fee of $.2 million. The costs of the services provided to Wilton Re are expected to approximate the fees received under the agreements.

The loss on the sale of CLIC in the nine months ended September 30, 2014, is summarized below (dollars in millions):

Net cash proceeds
 
$
222.0

Net assets being sold:
 
 
Investments
 
3,863.8

Cash and cash equivalents
 
164.7

Accrued investment income
 
42.7

Present value of future profits
 
15.5

Deferred acquisition costs
 
37.6

Reinsurance receivables
 
307.4

Income tax assets, net
 
84.4

Other assets
 
2.8

Liabilities for insurance products
 
(3,201.3
)
Other liabilities
 
(199.1
)
Investment borrowings
 
(383.4
)
Accumulated other comprehensive income
 
(240.5
)
Net assets being sold
 
494.6

Loss before taxes
 
(272.6
)
Tax expense related to tax gain on sale
 
21.6

Previously unrecognized tax benefit now recognized as a result of the gain
 
(7.4
)
Valuation allowance release related to the gain
 
(14.2
)
Valuation allowance increase related to the decrease in projected future taxable income
 
19.4

Net loss
 
$
(292.0
)

Because the tax basis of CLIC is lower than the estimated cash proceeds, the transaction will generate a taxable gain and estimated tax expense of $21.6 million (subject to further adjustment based on the determination of the final sales price and net proceeds from the sale). Fully offsetting the tax is $7.4 million of previously unrecognized tax benefits (pertaining to a corporate matter unrelated to the sale of CLIC) which may now be recognized and $14.2 million of a valuation allowance release pertaining to net operating loss carryforwards ("NOLs") which may now be utilized. However, the disposition of CLIC is expected to result in a net reduction to CNO's taxable income in future periods which also requires us to establish a valuation allowance of $19.4 million.

The Stock Purchase Agreement also provided that, at the closing, Bankers Life and Casualty Company ("Bankers Life"), an indirect wholly owned subsidiary of CNO, recapture the life insurance business written by Bankers Life that was reinsured by Wilton Re.  The recapture agreement was conditioned on the concurrent consummation of the closing. On July 1, 2014, Bankers Life paid $28.0 million to recapture the life insurance business from Wilton Re and recognized a gain (net of income taxes) of $16.9 million in the third quarter of 2014 as a result of the recapture. Refer to the note to the consolidated financial statements entitled "Consolidated Statement of Cash Flows" for additional information.


10
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


OUT-OF-PERIOD ADJUSTMENTS

In the nine months ended September 30, 2014, we recorded the net effect of an out-of-period adjustment related to the calculation of incentive compensation accruals which increased other operating costs and expenses by $2.4 million, decreased tax expense by $.8 million and increased our net loss by $1.6 million (or 1 cent per diluted share). In the three months ended March 31, 2013, we recorded the net effect of an out-of-period adjustment which increased our insurance policy benefits by $6.7 million, increased amortization expense by $2.5 million, decreased tax expense by $3.2 million and decreased our net income by $6.0 million (or 2 cents per diluted share). In the three months ended September 30, 2013, we recorded an out-of-period increase to tax expense of $2.2 million (or 1 cent per diluted share) to reflect corrections to previously filed federal tax returns related to Internal Revenue Service ("IRS") examinations. We evaluated these adjustments taking into account both qualitative and quantitative factors and considered the impact of these adjustments in relation to each period, as well as the periods in which they originated. The impact of recognizing these adjustments in prior years was not significant to any individual period. Management believes these adjustments are immaterial to the consolidated financial statements and all previously issued financial statements.

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 tax and related adjustments, recorded as a component of shareholders' equity); or (ii) "trading" (which we carry at estimated fair value with changes in such value recognized as net investment income (classified as investment income from policyholder and reinsurer accounts and other special-purpose portfolios)).

Our trading securities include: (i) investments purchased with the intent of selling in the near term to generate income; and (ii) investments supporting certain insurance liabilities (including investments backing the market strategies of our multibucket annuity products) and certain reinsurance agreements. The change in fair value of these securities is recognized in income from policyholder and reinsurer accounts and other special-purpose portfolios (a component of net investment income). Investment income from trading securities backing certain insurance liabilities and certain reinsurance agreements is substantially offset by the change in insurance policy benefits related to certain products and agreements.  The trading account also includes certain fixed maturity securities containing embedded derivatives for which we have elected the fair value option. The change in value of these securities is recognized in realized investment gains (losses).  Our trading securities totaled $235.0 million and $247.6 million at September 30, 2014 and December 31, 2013, respectively.

Accumulated other comprehensive income is primarily comprised of the net effect of unrealized appreciation (depreciation) on our investments.  These amounts, included in shareholders' equity as of September 30, 2014 and December 31, 2013, were as follows (dollars in millions):

 
September 30,
2014
 
December 31,
2013
 
Net unrealized appreciation (depreciation) on fixed maturity securities, available for sale, on which an other-than-temporary impairment loss has been recognized
$
5.9

 
$
6.5

 
Net unrealized gains on all other investments
2,028.7

 
1,322.6

(b)
Adjustment to present value of future profits (a)
(151.9
)
 
(47.7
)
 
Adjustment to deferred acquisition costs
(380.7
)
 
(137.0
)
 
Adjustment to insurance liabilities
(160.9
)
 
—

 
Unrecognized net loss related to deferred compensation plan
(6.1
)
 
(7.1
)
 
Deferred income tax liabilities
(475.7
)
 
(405.5
)
 
Accumulated other comprehensive income
$
859.3

 
$
731.8

 
________
(a)
The present value of future profits is the value assigned to the right to receive future cash flows from contracts existing at September 10, 2003, the date Conseco, Inc., an Indiana corporation (our "Predecessor"), emerged from bankruptcy.
(b)
At December 31, 2013, net unrealized gains on all other investments included $226.2 million related to CLIC which was treated as held for sale effective January 1, 2014 and ultimately sold on July 1, 2014. The unrealized gains

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


(losses) presented as a component of accumulated other comprehensive income for the nine months ended September 30, 2014 were reduced by $226.2 million for the unrealized gains on CLIC's portfolio as of January 1, 2014.

At September 30, 2014, adjustments to the present value of future profits, deferred acquisition costs, insurance liabilities and deferred tax assets included $(130.3) million, $(142.4) million, $(160.9) million and $154.2 million, respectively, for premium deficiencies that would exist on certain long-term health products if unrealized gains on the assets backing such products had been realized and the proceeds from the sales of such assets were invested at then current yields.

At September 30, 2014, the amortized cost, gross unrealized gains and losses, estimated fair value, other-than-temporary impairments in accumulated other comprehensive income of fixed maturities, available for sale, and equity securities were as follows (dollars in millions):
 
Amortized cost
 
Gross unrealized gains
 
Gross unrealized losses
 
Estimated fair value
 
Other-than-temporary impairments included in accumulated other comprehensive income
Corporate securities
$
12,378.0

 
$
1,593.3

 
$
(44.1
)
 
$
13,927.2

 
$
—

United States Treasury securities and obligations of United States government corporations and agencies
137.5

 
14.3

 
(.3
)
 
151.5

 
—

States and political subdivisions
1,977.4

 
232.1

 
(5.2
)
 
2,204.3

 
—

Debt securities issued by foreign governments
1.8

 
—

 
—

 
1.8

 
—

Asset-backed securities
1,228.4

 
83.7

 
(3.1
)
 
1,309.0

 
—

Collateralized debt obligations
323.7

 
3.9

 
(.7
)
 
326.9

 
—

Commercial mortgage-backed securities
1,210.3

 
78.7

 
(.6
)
 
1,288.4

 
—

Mortgage pass-through securities
7.7

 
.4

 
—

 
8.1

 
—

Collateralized mortgage obligations
1,305.2

 
89.5

 
(1.4
)
 
1,393.3

 
(3.3
)
Total fixed maturities, available for sale
$
18,570.0

 
$
2,095.9

 
$
(55.4
)
 
$
20,610.5

 
$
(3.3
)
Equity securities
$
360.8

 
$
13.0

 
$
(1.0
)
 
$
372.8

 
 

The following table sets forth the amortized cost and estimated fair value of fixed maturities, available for sale, at September 30, 2014, by contractual maturity.  Actual maturities will differ from contractual maturities because certain borrowers may have the right to call or prepay obligations with or without penalties.  In addition, structured securities (such as asset-backed securities, collateralized debt obligations, commercial mortgage-backed securities, mortgage pass-through securities and collateralized mortgage obligations, collectively referred to as "structured securities") frequently include provisions for periodic principal payments and permit periodic unscheduled payments.


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


 
Amortized
cost
 
Estimated
fair
value
 
(Dollars in millions)
Due in one year or less
$
210.9

 
$
216.3

Due after one year through five years
1,829.0

 
2,017.4

Due after five years through ten years
2,847.4

 
3,077.5

Due after ten years
9,607.4

 
10,973.6

Subtotal
14,494.7

 
16,284.8

Structured securities
4,075.3

 
4,325.7

Total fixed maturities, available for sale
$
18,570.0

 
$
20,610.5


Net Realized Investment Gains (Losses)

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

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Fixed maturity securities, available for sale:
 
 
 
 
 
 
 
Gross realized gains on sale
$
8.3

 
$
12.9

 
$
54.7

 
$
40.3

Gross realized losses on sale
(2.6
)
 
(6.4
)
 
(11.1
)
 
(9.8
)
Impairments:
 
 
 
 
 
 
 
Total other-than-temporary impairment losses
—

 
(1.6
)
 
—

 
(1.6
)
Other-than-temporary impairment losses recognized in accumulated other comprehensive income
—

 
—

 
—

 
—

Net impairment losses recognized
—

 
(1.6
)
 
—

 
(1.6
)
Net realized investment gains from fixed maturities
5.7

 
4.9

 
43.6

 
28.9

Equity securities
1.9

 
—

 
9.8

 
—

Commercial mortgage loans
(1.2
)
 
(1.7
)
 
(.1
)
 
(1.0
)
Impairments of mortgage loans and other investments
(2.8
)
 
(1.3
)
 
(14.7
)
 
(1.9
)
Other
.4

 
(2.0
)
 
1.2

 
(7.6
)
Net realized investment gains (losses)
$
4.0

 
$
(.1
)
 
$
39.8

 
$
18.4


During the first nine months of 2014, we recognized net realized investment gains of $39.8 million, which were comprised of $48.4 million of net gains from the sales of investments (primarily fixed maturities) with proceeds of $1.7 billion, the increase in fair value of certain fixed maturity investments with embedded derivatives of $6.1 million and $14.7 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

During the first nine months of 2013, we recognized net realized investment gains of $18.4 million, which were comprised of $30.7 million of net gains from the sales of investments (primarily fixed maturities) with proceeds of $1.7 billion and the decrease in fair value of certain fixed maturity investments with embedded derivatives of $8.8 million and $3.5 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

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

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


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.

During the first nine months of 2014, the $11.1 million of realized losses on sales of $213.1 million of fixed maturity securities, available for sale, included:  (i) $.7 million of losses related to the sales of securities issued by state and political subdivisions; and (ii) $10.4 million of additional losses primarily related to various corporate securities.  Securities are generally sold at a loss following unforeseen issue-specific events or conditions or shifts in perceived risks.  These reasons include but are not limited to:  (i) changes in the investment environment; (ii) expectation that the market value could deteriorate further; (iii) desire to reduce our exposure to an asset class, an issuer or an industry; (iv) prospective or actual changes in credit quality; or (v) changes in expected cash flows.

During the first nine months of 2014, we recognized $14.7 million of impairment losses recorded in earnings which included: (i) a $3.9 million writedown of a commercial mortgage loan related to a property with expected occupancy challenges; and (ii) $10.8 million of impairments related to two legacy private company investments where earnings and cash flows have not met the expectations assumed in our previous valuations.

We regularly evaluate all of our investments with unrealized losses for possible impairment.  Our assessment of whether unrealized losses are "other than temporary" requires significant judgment.  Factors considered include:  (i) the extent to which fair value is less than the cost basis; (ii) the length of time that the fair value has been less than cost; (iii) whether the unrealized loss is event driven, credit-driven or a result of changes in market interest rates or risk premium; (iv) the near-term prospects for specific events, developments or circumstances likely to affect the value of the investment; (v) the investment's rating and whether the investment is investment-grade and/or has been downgraded since its purchase; (vi) whether the issuer is current on all payments in accordance with the contractual terms of the investment and is expected to meet all of its obligations under the terms of the investment; (vii) whether we intend to sell the investment or it is more likely than not that circumstances will require us to sell the investment before recovery occurs; (viii) the underlying current and prospective asset and enterprise values of the issuer and the extent to which the recoverability of the carrying value of our investment may be affected by changes in such values; (ix) projections of, and unfavorable changes in, cash flows on structured securities including mortgage-backed and asset-backed securities; (x) our best estimate of the value of any collateral; and (xi) other objective and subjective factors.

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.

Impairment losses on equity securities are recognized in net income.  The manner in which impairment losses on fixed maturity securities, available for sale, are recognized in the financial statements is dependent on the facts and circumstances related to the specific security.  If we intend to sell a security or it is more likely than not that we would be required to sell a security before the recovery of its amortized cost, the security is other-than-temporarily impaired and the full amount of the impairment is recognized as a loss through earnings.  If we do not expect to recover the amortized cost basis, we do not plan to sell the security, and if it is not more likely than not that we would be required to sell a security before the recovery of its amortized cost, less any current period credit loss, the recognition of the other-than-temporary impairment is bifurcated.  We recognize the credit loss portion in net income and the noncredit loss portion in accumulated other comprehensive income.

We estimate the amount of the credit loss component of a fixed maturity security impairment as the difference between amortized cost and the present value of the expected cash flows of the security.  The present value is determined using the best estimate of future cash flows discounted at the effective interest rate implicit to the security at the date of purchase or the current yield to accrete an asset-backed or floating rate security.  The methodology and assumptions for establishing the best estimate of future cash flows vary depending on the type of security.

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 excess spread, subordination and guarantees.  For corporate bonds, cash flow estimates are derived from scenario-based outcomes of expected corporate restructurings or the disposition of assets using bond specific facts and circumstances. The previous amortized cost basis less the impairment recognized in net income becomes the security's new cost basis.  We

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


accrete the new cost basis to the estimated future cash flows over the expected remaining life of the security, except when the security is in default or considered nonperforming.

The remaining noncredit impairment, which is recorded in accumulated other comprehensive income, is the difference between the security's estimated fair value and our best estimate of future cash flows discounted at the effective interest rate prior to impairment.  The remaining noncredit impairment typically represents changes in the market interest rates, current market liquidity and risk premiums.  As of September 30, 2014, other-than-temporary impairments included in accumulated other comprehensive income of $3.3 million (before taxes and related amortization) related to structured securities.

The following table summarizes the amount of credit losses recognized in earnings on fixed maturity securities, available for sale, held at the beginning of the period, for which a portion of the other-than-temporary impairment was also recognized in accumulated other comprehensive income for the three and nine months ended September 30, 2014, and 2013 (dollars in millions):

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Credit losses on fixed maturity securities, available for sale, beginning of period
$
(1.2
)
 
$
(1.5
)
 
$
(1.3
)
 
$
(1.6
)
Add:  credit losses on other-than-temporary impairments not previously recognized
—

 
—

 
—

 
—

Less:  credit losses on securities sold
.1

 
.1

 
.2

 
.2

Less:  credit losses on securities impaired due to intent to sell (a)
—

 
—

 
—

 
—

Add:  credit losses on previously impaired securities
—

 
—

 
—

 
—

Less:  increases in cash flows expected on previously impaired securities
—

 
—

 
—

 
—

Credit losses on fixed maturity securities, available for sale, end of period
$
(1.1
)
 
$
(1.4
)
 
$
(1.1
)
 
$
(1.4
)
__________
(a)
Represents securities for which the amount previously recognized in accumulated other comprehensive income was recognized in earnings because we intend to sell the security or we more likely than not will be required to sell the security before recovery of its amortized cost basis.

Gross Unrealized Investment Losses

Our investment strategy is to maximize, over a sustained period and within acceptable parameters of quality and risk, investment income and total investment return through active 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.


15
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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 that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that such securities have been in a continuous unrealized loss position, at September 30, 2014 (dollars in millions):

 
 
Less than 12 months
 
12 months or greater
 
Total
Description of securities
 
Fair
value
 
Unrealized
losses
 
Fair
value
 
Unrealized
losses
 
Fair
value
 
Unrealized
losses
United States Treasury securities and obligations of United States government corporations and agencies
 
$
1.0

 
$
—

 
$
18.3

 
$
(.3
)
 
$
19.3

 
$
(.3
)
States and political subdivisions
 
66.1

 
(1.0
)
 
90.6

 
(4.2
)
 
156.7

 
(5.2
)
Corporate securities
 
871.1

 
(20.7
)
 
311.7

 
(23.4
)
 
1,182.8

 
(44.1
)
Asset-backed securities
 
116.7

 
(1.1
)
 
69.5

 
(2.0
)
 
186.2

 
(3.1
)
Collateralized debt obligations
 
91.2

 
(.7
)
 
—

 
—

 
91.2

 
(.7
)
Commercial mortgage-backed securities
 
35.9

 
(.2
)
 
19.1

 
(.4
)
 
55.0

 
(.6
)
Mortgage pass-through securities
 
.9

 
—

 
.8

 
—

 
1.7

 
—

Collateralized mortgage obligations
 
113.6

 
(1.2
)
 
10.2

 
(.2
)
 
123.8

 
(1.4
)
Total fixed maturities, available for sale
 
$
1,296.5

 
$
(24.9
)
 
$
520.2

 
$
(30.5
)
 
$
1,816.7

 
$
(55.4
)
Equity securities
 
$
128.3

 
$
(1.0
)
 
$
.5

 
$
—

 
$
128.8

 
$
(1.0
)

The following table summarizes the gross unrealized losses and fair values of our investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that such securities have been in a continuous unrealized loss position, at December 31, 2013 (dollars in millions):

 
 
Less than 12 months
 
12 months or greater
 
Total
Description of securities
 
Fair
value
 
Unrealized
losses
 
Fair
value
 
Unrealized
losses
 
Fair
value
 
Unrealized
losses
United States Treasury securities and obligations of United States government corporations and agencies
 
$
23.8

 
$
(.6
)
 
$
—

 
$
—

 
$
23.8

 
$
(.6
)
States and political subdivisions
 
473.6

 
(30.3
)
 
79.2

 
(8.7
)
 
552.8

 
(39.0
)
Corporate securities
 
2,432.4

 
(137.7
)
 
170.3

 
(20.8
)
 
2,602.7

 
(158.5
)
Asset-backed securities
 
308.4

 
(6.5
)
 
32.5

 
(.7
)
 
340.9

 
(7.2
)
Collateralized debt obligations
 
46.7

 
(.5
)
 
—

 
—

 
46.7

 
(.5
)
Commercial mortgage-backed securities
 
161.8

 
(5.8
)
 
—

 
—

 
161.8

 
(5.8
)
Mortgage pass-through securities
 
1.6

 
—

 
1.6

 
—

 
3.2

 
—

Collateralized mortgage obligations
 
121.8

 
(1.6
)
 
2.2

 
—

 
124.0

 
(1.6
)
Total fixed maturities, available for sale
 
$
3,570.1

 
$
(183.0
)
 
$
285.8

 
$
(30.2
)
 
$
3,855.9

 
$
(213.2
)
Equity securities
 
$
.5

 
$
—

 
$
—

 
$
—

 
$
.5

 
$
—


Based on management's current assessment of investments with unrealized losses at September 30, 2014, the Company believes the issuers of the securities will continue to meet their obligations (or with respect to equity-type securities, the investment value will recover to its cost basis).  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,

16
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


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.

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
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Net income (loss) for basic earnings per share
$
117.4

 
$
283.0

 
$
(32.5
)
 
$
372.0

Add:  interest expense on 7.0% Senior Debentures due 2016 (the "7.0% Debentures"), net of income taxes
—

 
—

 
—

 
1.6

Net income (loss) for diluted earnings per share
$
117.4

 
$
283.0

 
$
(32.5
)
 
$
373.6

Shares:
 

 
 

 
 
 
 
Weighted average shares outstanding for basic earnings per share
210,525

 
222,876

 
215,790

 
221,819

Effect of dilutive securities on weighted average shares:
 

 
 

 
 
 
 
7.0% Debentures
—

 
839

 
—

 
7,707

Stock options, restricted stock and performance units
2,447

 
2,858

 
—

 
2,699

Warrants (a)
2,486

 
2,774

 
—

 
2,344

Dilutive potential common shares
4,933

 
6,471

 
—

 
12,750

Weighted average shares outstanding for diluted earnings per share
215,458

 
229,347

 
215,790

 
234,569

________
(a)
All outstanding warrants were repurchased in September 2014 as further discussed in the note to the consolidated financial statements entitled "Changes in Common Stock." Accordingly, the warrants will have no dilutive effect in periods beginning after September 30, 2014.

In the nine months ended September 30, 2014, 5,435 thousand equivalent common shares (comprised of 2,458 thousand shares related to stock options, restricted stock and performance units and 2,977 thousand shares related to warrants) were not included in the diluted weighted average shares outstanding, because their inclusion would have been antidilutive in such period due to the net loss recognized by the Company resulting from the sale of CLIC.

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 and warrants were exercised and restricted stock was vested.  The dilution from options, warrants and restricted shares is calculated using the treasury stock method.  Under this method, we assume the proceeds from the exercise of the options and warrants (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 and warrants (or the vesting of the restricted stock and performance units). Initially, the 7.0% Debentures were convertible into 182.1494 shares of our common stock for each $1,000 principal amount of 7.0% Debentures, which was equivalent to an initial conversion price of approximately $5.49 per share. The conversion rate was subject to adjustment following the occurrence of certain events (including the payment of dividends on our common stock) in accordance with the terms of an indenture dated as of October 16, 2009. On July 1, 2013, the Company issued a conversion right termination notice to holders of the 7.0% Debentures and the right to convert the 7.0% Debentures into shares of its common stock was terminated effective July 30, 2013.


17
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________




18
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


BUSINESS SEGMENTS

Prior to 2014, the Company managed its business through the following operating segments: Bankers Life, Washington National and Colonial Penn, which are defined on the basis of product distribution; Other CNO Business, comprised primarily of products we no longer sell actively; and corporate operations, comprised of holding company activities and certain noninsurance company businesses.  As a result of the sale of CLIC which was completed on July 1, 2014 and the coinsurance agreements to cede certain long-term care business effective December 31, 2013 (as further described in the note to the consolidated financial statements entitled "Reinsurance"), management has changed the manner in which it disaggregates the Company's operations for making operating decisions and assessing performance. In periods prior to 2014: (i) the results in the Washington National segment have been adjusted to include the results from the business in the Other CNO Business segment that are being retained; (ii) the Other CNO Business segment included only the long-term care business that was ceded effective December 31, 2013 and the overhead expense of CLIC that is expected to continue after the completion of the sale; and (iii) the CLIC business being sold is excluded from our analysis of business segment results. Beginning on January 1, 2014: (i) the overhead expense of CLIC that is expected to continue after the completion of the sale has been reallocated primarily to the Bankers Life and Washington National segments; (ii) there is no longer an Other CNO Business segment; and (iii) the CLIC business being sold continues to be excluded from our analysis of business segment results. After the completion of the sale of CLIC: (i) the Bankers Life segment includes the results of certain life insurance business that was recaptured from Wilton Re; and (ii) the revenues and expenses associated with a transition services agreement and a special support services agreement with Wilton Re are included in our non-operating earnings. Our prior period segment disclosures have been revised to reflect management's current view of the Company's operating segments.

We measure segment performance by excluding the net loss on the sale of CLIC and gain on reinsurance transactions, the earnings of CLIC prior to being sold, net realized investment gains (losses), fair value changes in embedded derivative liabilities (net of related amortization), equity in earnings of certain non-strategic investments and earnings attributable to variable interest entities ("VIEs"), net revenue pursuant to transition and support services agreements, loss on extinguishment or modification of debt and income taxes ("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 net realized investment gains (losses), and a long-term focus is necessary to maintain profitability over the life of the business.

The net loss on the sale of CLIC and gain on related reinsurance transaction, the earnings of CLIC prior to being sold, net realized investment gains (losses), fair value changes in embedded derivative liabilities (net of related amortization), equity in earnings of certain non-strategic investments and earnings attributable to VIEs, net revenue pursuant to transition and support services agreements and loss on extinguishment or modification of debt depend on market conditions or represent unusual items that do not necessarily relate to the underlying business of our segments.  Net realized investment gains (losses) and fair value changes in embedded derivative liabilities (net of related amortization) 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.

19
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


Operating information by segment was as follows (dollars in millions):

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
Bankers Life:
 
 
 
 
 
 
 
Insurance policy income:
 
 
 
 
 
 
 
Annuities
$
6.6

 
$
5.6

 
$
21.8

 
$
22.1

Health
319.4

 
323.3

 
970.4

 
990.0

Life
90.4

 
78.5

 
248.6

 
232.4

Net investment income (a)
231.2

 
235.4

 
703.2

 
723.7

Fee revenue and other income (a)
7.0

 
5.8

 
18.1

 
13.5

Total Bankers Life revenues
654.6

 
648.6

 
1,962.1

 
1,981.7

Washington National:
 

 
 

 
 
 
 
Insurance policy income:
 

 
 

 
 
 
 
Annuities
.9

 
6.5

 
3.3

 
9.7

Health
147.1

 
147.0

 
444.8

 
438.2

Life
6.0

 
5.7

 
18.2

 
17.3

Net investment income (a)
65.2

 
72.9

 
206.0

 
220.6

Fee revenue and other income (a)
.3

 
.3

 
.7

 
.7

Total Washington National revenues
219.5

 
232.4

 
673.0

 
686.5

Colonial Penn:
 

 
 

 
 
 
 
Insurance policy income:
 

 
 

 
 
 
 
Health
.8

 
1.1

 
2.7

 
3.3

Life
60.9

 
57.0

 
181.2

 
169.7

Net investment income (a)
10.3

 
10.2

 
31.5

 
30.0

Fee revenue and other income (a)
.2

 
.2

 
.7

 
.6

Total Colonial Penn revenues
72.2

 
68.5

 
216.1

 
203.6

Other CNO Business:
 

 
 

 
 
 
 
Insurance policy income - health
—

 
5.9

 
—

 
18.2

Net investment income (a)
—

 
8.0

 
—

 
24.8

Total Other CNO Business revenues
—

 
13.9

 
—

 
43.0

Corporate operations:
 

 
 

 
 
 
 
Net investment income
(1.0
)
 
11.0

 
11.7

 
25.6

Fee and other income
1.9

 
1.7

 
4.6

 
4.9

Total corporate revenues
0.9

 
12.7

 
16.3

 
30.5

Total revenues
947.2

 
976.1

 
2,867.5

 
2,945.3


(continued on next page)


20
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


(continued from previous page)
 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Expenses:
 
 
 
 
 
 
 
Bankers Life:
 
 
 
 
 
 
 
Insurance policy benefits
$
394.9

 
$
427.3

 
$
1,237.8

 
$
1,331.9

Amortization
47.1

 
39.7

 
140.7

 
139.9

Interest expense on investment borrowings
2.0

 
1.8

 
5.8

 
4.9

Other operating costs and expenses
98.8

 
93.5

 
294.4

 
277.5

Total Bankers Life expenses
542.8

 
562.3

 
1,678.7

 
1,754.2

Washington National:
 

 
 

 
 
 
 
Insurance policy benefits
129.5

 
141.6

 
394.1

 
409.6

Amortization
14.8

 
14.4

 
47.1

 
47.7

Interest expense on investment borrowings
.4

 
.5

 
1.3

 
1.5

Other operating costs and expenses
47.2

 
42.9

 
139.5

 
124.9

Total Washington National expenses
191.9

 
199.4

 
582.0

 
583.7

Colonial Penn:
 

 
 

 
 
 
 
Insurance policy benefits
41.1

 
39.8

 
129.0

 
124.0

Amortization
3.7

 
3.7

 
11.5

 
11.1

Other operating costs and expenses
27.0

 
29.2

 
77.6

 
76.9

Total Colonial Penn expenses
71.8

 
72.7

 
218.1

 
212.0

Other CNO Business:
 

 
 

 
 
 
 
Insurance policy benefits
—

 
13.5

 
—

 
44.4

Other operating costs and expenses
—

 
6.1

 
—

 
18.8

Total Other CNO Business expenses
—

 
19.6

 
—

 
63.2

Corporate operations:
 

 
 

 
 
 
 
Interest expense on corporate debt
10.9

 
11.7

 
33.1

 
39.9

Interest expense on investment borrowings
—

 
—

 
—

 
.1

Other operating costs and expenses
10.0

 
3.3

 
46.9

 
15.6

Total corporate expenses
20.9

 
15.0

 
80.0

 
55.6

Total expenses
827.4

 
869.0

 
2,558.8

 
2,668.7

Pre-tax operating earnings by segment:
 

 
 

 
 
 
 
Bankers Life
111.8

 
86.3

 
283.4

 
227.5

Washington National
27.6

 
33.0

 
91.0

 
102.8

Colonial Penn
.4

 
(4.2
)
 
(2.0
)
 
(8.4
)
Other CNO Business
—

 
(5.7
)
 
—

 
(20.2
)
Corporate operations
(20.0
)
 
(2.3
)
 
(63.7
)
 
(25.1
)
Pre-tax operating earnings
$
119.8

 
$
107.1

 
$
308.7

 
$
276.6

___________________
(a)
It is not practicable to provide additional components of revenue by product or services.

21
Table of Contents
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 (loss) is as follows (dollars in millions):

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Total segment revenues                                                                                            
$
947.2

 
$
976.1

 
$
2,867.5

 
$
2,945.3

Net realized investment gains (losses)                                           
4.0

 
(1.7
)
 
37.0

 
13.1

Revenues related to certain non-strategic investments and earnings attributable to VIEs
8.3

 
9.0

 
21.9

 
24.1

Fee revenue related to transition and support services agreements
7.5

 
—

 
7.5

 
—

Revenues of CLIC prior to being sold
—

 
110.4

 
210.8

 
335.4

Consolidated revenues                                                                                       
967.0

 
1,093.8

 
3,144.7

 
3,317.9

 
 
 
 
 
 
 
 
Total segment expenses                                                                                            
827.4

 
869.0

 
2,558.8

 
2,668.7

Insurance policy benefits - fair value changes in embedded derivative liabilities
—

 
(4.9
)
 
25.3

 
(37.0
)
Amortization related to fair value changes in embedded derivative liabilities
.1

 
1.5

 
(6.8
)
 
13.0

Amortization related to net realized investment gains
.1

 
.1

 
.6

 
1.3

Expenses related to certain non-strategic investments and earnings attributable to VIEs
10.9

 
11.8

 
30.7

 
31.7

Loss on extinguishment or modification of debt
—

 
—

 
.6

 
65.4

Net loss on sale of CLIC and gain on reinsurance transactions
(32.1
)
 
—

 
242.7

 
—

Expenses related to transition and support services agreements
6.2

 
—

 
6.2

 
—

Expenses of CLIC prior to being sold
—

 
101.9

 
187.4

 
311.1

Consolidated expenses                                                                                       
812.6

 
979.4

 
3,045.5

 
3,054.2

Income before tax
154.4

 
114.4

 
99.2

 
263.7

Income tax expense:
 
 
 
 
 
 
 
Tax expense on period income
53.8

 
38.1

 
133.1

 
113.9

Valuation allowance for deferred tax assets and other tax items
(16.8
)
 
(206.7
)
 
(1.4
)
 
(222.2
)
Net income (loss)
$
117.4

 
$
283.0

 
$
(32.5
)
 
$
372.0



22
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


ACCOUNTING FOR DERIVATIVES

Our fixed index 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.  Typically, on each policy anniversary date, a new index period begins.  We are generally able to change the participation rate at the beginning of each index period during a policy year, subject to contractual minimums.  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.  We reflect changes in the estimated fair value of these options in net investment income (classified as investment income from policyholder and reinsurer accounts and other special-purpose portfolios).  Net investment gains (losses) related to fixed index products were $42.3 million and $102.8 million in the nine months ended September 30, 2014 and 2013, respectively. These amounts were substantially offset by a corresponding change to insurance policy benefits.  The estimated fair value of these options was $98.3 million and $156.2 million at September 30, 2014 and December 31, 2013, respectively.  We classify these instruments as other invested assets.

The Company accounts for the options attributed to the policyholder for the estimated life of the annuity contract as embedded derivatives.  The Company purchases options to hedge liabilities for the next policy period approximately on each policy anniversary date and must estimate the fair value of the forward embedded options related to the policies.  These accounting requirements often create volatility in the earnings from these products.  We record the changes in the fair values of the embedded derivatives in earnings as a component of insurance policy benefits.  The fair value of these derivatives, which are classified as "policyholder account balances", was $992.2 million and $903.7 million at September 30, 2014 and December 31, 2013, respectively. We recognized an increase to earnings of $.1 million and $3.4 million in the third quarters of 2014 and 2013, respectively, and $18.5 million and $24.0 million in the first nine months of 2014 and 2013, respectively, from the volatility caused by the accounting requirements to record embedded options at fair value.

If the counterparties for the call options we hold fail to meet their obligations, we may have to recognize a loss.  We limit our exposure to such a loss by diversifying among several counterparties believed to be strong and creditworthy.  At September 30, 2014, all of our counterparties were rated "BBB" or higher by Standard & Poor's Corporation ("S&P").

In periods prior to the second quarter of 2014, we were required to establish an embedded derivative related to a modified coinsurance agreement which ceded the risks of a block of interest sensitive life business. We recaptured this block in the second quarter of 2014 resulting in a gain of $3.8 million. Prior to the recapture of this block, we maintained the investments related to the modified coinsurance agreement in our trading securities account, which we carried at estimated fair value with changes in such value recognized as investment income.  Such trading securities were sold in the second quarter of 2014 in conjunction with the reinsurance recapture.

We purchase certain fixed maturity securities that contain embedded derivatives that are required to be bifurcated from the instrument and held at fair value on the consolidated balance sheet. For certain of these securities, we have elected the fair value option to carry the entire security at fair value with changes in fair value reported in net income for operational ease. Such securities totaled $204.8 million and $180.6 million at September 30, 2014 and December 31, 2013, respectively.

REINSURANCE

The cost of reinsurance ceded totaled $34.1 million and $51.1 million in the third quarters of 2014 and 2013, respectively, and $141.6 million and $158.2 million in the first nine months of 2014 and 2013, respectively.  We deduct this cost from insurance policy income.  Reinsurance recoveries netted against insurance policy benefits totaled $35.1 million and $51.9 million in the third quarters of 2014 and 2013, respectively, and $155.9 million and $144.6 million in the first nine months of 2014 and 2013, 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 $10.0 million and $4.0 million in the third quarters of 2014 and 2013, respectively, and $24.7 million and $33.1 million in the first nine months of 2014 and 2013, respectively.  Reinsurance premiums included amounts assumed pursuant to marketing and quota-share agreements with Coventry Health Care ("Coventry") of $6.8 million and $19.7 million in the nine months ended September 30, 2014 and 2013, respectively. In August 2013, we received a notice of Coventry's intent to terminate the

23
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


Medicare Part D prescription drug plan ("PDP") quota-share reinsurance agreement whereby we assumed a portion of the risk related to the PDP business sold through our Bankers Life segment. The PDP premiums received in 2014 (all of which were received in the first quarter of 2014) represent adjustments on such business related to periods prior to the termination of the agreement. We continue to receive distribution income from Coventry for PDP business sold through our Bankers Life segment.

In December 2013, two of our insurance subsidiaries with long-term care business in the Other CNO Business segment entered into 100% coinsurance agreements ceding $495 million of long-term care reserves to Beechwood Re Ltd. ("BRe"). Pursuant to the agreements, the insurance subsidiaries paid an additional premium of $96.9 million to BRe and an amount equal to the related net liabilities. The insurance subsidiaries' ceded reserve credits are secured by assets in market-value trusts subject to a 7% over-collateralization, investment guidelines and periodic true-up provisions. Future payments into the trusts to maintain collateral requirements are the responsibility of BRe.

In the second quarter of 2014, we recaptured a block of interest-sensitive life business that was previously ceded under a modified coinsurance agreement. The recapture of this block resulted in a gain related to reinsurance transaction of $3.8 million.



24
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


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 can not 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. Discrete items include: (i) the loss on the sale of CLIC of $272.6 million in the nine months ended September 30, 2014; and (ii) the loss on extinguishment debt of $65.4 million in the nine months ended September 30, 2013. The components of income tax expense are as follows (dollars in millions):

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Current tax expense
$
5.4

 
$
3.4

 
$
11.5

 
$
8.8

Deferred tax expense
48.4

 
34.7

 
121.6

 
106.5

Valuation allowance applicable to current year income
(3.0
)
 
(9.8
)
 
(3.0
)
 
(9.8
)
Income tax expense calculated based on estimated annual effective tax rate
50.8

 
28.3

 
130.1

 
105.5

Income tax expense (benefit) on discrete items:
 
 
 
 
 
 
 
Related to the sale of CLIC:
 
 
 
 
 
 
 
Tax expense related to tax gain on sale
—

 
—

 
21.6

 
—

Previously unrecognized tax benefit recognized as a result of the gain
—

 
—

 
(7.4
)
 
—

Valuation allowance release related to the gain
—

 
—

 
(14.2
)
 
—

Valuation allowance increase related to the decrease in projected future taxable income
—

 
—

 
19.4

 
—

Valuation allowance reduction resulting from the realization of capital gains and utilization of loss carryforwards
(.4
)
 
(118.0
)
 
(4.4
)
 
(133.5
)
Valuation allowance reduction applicable to the settlement with the IRS regarding the classification of a portion of the cancellation of indebtedness income
—

 
(71.8
)
 
—

 
(71.8
)
Valuation allowance reduction related to the increase in projected future taxable income
(12.6
)
 
—

 
(12.6
)
 
—

Deferred tax benefit related to loss on extinguishment or modification of debt
—

 
—

 
—

 
(1.4
)
Other items
(.8
)
 
(7.1
)
 
(.8
)
 
(7.1
)
Total income tax expense
$
37.0

 
$
(168.6
)
 
$
131.7

 
$
(108.3
)


25
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


A reconciliation of the U.S. statutory corporate tax rate to the estimated annual effective rate, before discrete items, reflected in the consolidated statement of operations is as follows:
 
 
Nine months ended
 
September 30,
 
2014
 
2013
U.S. statutory corporate rate
35.0
 %
 
35.0
 %
Valuation allowance
(.7
)
 
(3.5
)
Non-taxable income and nondeductible benefits, net
(.8
)
 
(.9
)
State taxes
1.5

 
1.4

Estimated annual effective tax rate
35.0
 %
 
32.0
 %

The components of the Company's income tax assets and liabilities are summarized below (dollars in millions):

 
September 30,
2014
 
December 31,
2013
Deferred tax assets:
 
 
 
Net federal operating loss carryforwards
$
1,097.6

 
$
1,240.2

Net state operating loss carryforwards
17.2

 
20.0

Tax credits
44.2

 
43.9

Capital loss carryforwards
—

 
13.4

Deductible temporary differences:


 


Investments
62.3

 
74.3

Insurance liabilities
566.5

 
723.8

Other
56.2

 
64.7

Gross deferred tax assets
1,844.0

 
2,180.3

Deferred tax liabilities:
 

 
 

Present value of future profits and deferred acquisition costs
(319.1
)
 
(306.8
)
Accumulated other comprehensive income
(475.7
)
 
(405.5
)
Gross deferred tax liabilities
(794.8
)
 
(712.3
)
Net deferred tax assets before valuation allowance
1,049.2

 
1,468.0

Valuation allowance
(280.0
)
 
(294.8
)
Net deferred tax assets
769.2

 
1,173.2

Current income taxes accrued
(38.1
)
 
(26.0
)
Income tax assets, net
$
731.1

 
$
1,147.2


Our income tax expense includes deferred income taxes arising from temporary differences between the financial reporting and tax bases of assets and liabilities, capital loss carryforwards 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, shall be 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

26
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


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. The realization of our deferred tax assets depends upon generating sufficient future taxable income of the appropriate type during the periods in which our temporary differences become deductible and before our capital loss carryforwards and life and non-life NOLs expire.

Based on our assessment, it appears more likely than not that $769.2 million of our deferred tax assets will be realized through future taxable earnings. We will continue to assess the need for a valuation allowance in the future. If future results are less than projected, a valuation allowance may be required to reduce the deferred tax asset, which could have a material impact on our results of operations in the period in which it is recorded.
 
Our assessment of deferred tax assets is adjusted under our deferred tax valuation model to reflect changes in our projections of future taxable income. For example, such projected future taxable income has been adjusted to reflect the investment trading strategies and the coinsurance agreements to cede certain long-term care business, both completed in 2013. In addition, projected taxable income has been adjusted to reflect the sale of CLIC, which is expected to result in a net reduction to CNO's taxable income in future periods and required us to establish a valuation allowance of $19.4 million in the first nine months of 2014. In the third quarter of 2014, we have identified reductions to the valuation allowance of $4.0 million related to our expected 2014 taxable income exceeding the amount previously reflected in our tax valuation model. This reduction is reflected in the estimate of our annual effective tax rate and, therefore, will be recognized as follows: $3.0 million in the third quarter of 2014; and $1.0 million in the fourth quarter of 2014.

Our September 30, 2014 projection of future taxable income for purposes of determining the valuation allowance is based on the normalized average annual taxable income for the last three years plus: (i) a 3 percent core growth factor (consistent with the prior year assumption); and (ii) an additional 1 percent increase which primarily reflects the impact of the investment trading strategies completed in 2013 (which grade off over time). The aggregate 4 percent factor is used to increase taxable income over the next five years, and level taxable income is assumed thereafter. Our estimated projected taxable income is based on evidence we consider to be objective and verifiable. In the projections used for our September 30, 2014 analysis, our three year average taxable income increased to approximately $320 million, compared to $315 million in our prior projections. Approximately $50 million of the current three year average relates to non-life taxable income and $270 million relates to life income.

As a result of the higher levels of future years taxable income, we recognized a reduction to the allowance for deferred tax assets of $12.6 million in the third quarter of 2014. We have evaluated each component of the deferred tax asset and assessed the effect of limitations and/or interpretations on the value of each component and have concluded that it is more likely than not that the components recognized will be fully realized in the future.

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 an increase in the valuation allowance in a future period.  Any future increase in the valuation allowance may result in additional income tax expense and reduce shareholders' equity, and such an increase could have a significant impact upon our earnings in the future.  In addition, the use of the Company's NOLs is dependent, in part, on whether the IRS ultimately agrees with the tax position we have taken in our tax returns with respect to the character of the loss recognized as a result of the transfer of the stock of our former subsidiary, Conseco Senior Health Insurance Company ("CSHI"), to Senior Health Care Oversight Trust, an independent trust (the "Independent Trust").

The Internal Revenue Code (the "Code") limits the extent to which losses realized by a non-life entity (or entities) may offset income from a life insurance company (or companies) to the lesser of:  (i) 35 percent of the income of the life insurance company; or (ii) 35 percent of the total loss of the non-life entities (including NOLs of the non-life entities).  There is no similar limitation on the extent to which losses realized by a life insurance entity (or entities) may offset income from a non-life entity (or entities). This limitation is the primary reason a valuation allowance for NOL carryforwards is required.

Section 382 of the Code imposes limitations on a corporation's ability to use its NOLs when the company undergoes an ownership change.  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

27
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


outstanding common stock for their own account.  Many of these transactions are beyond our control.  If an additional 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 (3.06 percent at September 30, 2014), and the annual restriction could limit our ability to use a substantial portion of our NOLs to offset future taxable income.  We regularly monitor ownership change (as calculated for purposes of Section 382) and, as of September 30, 2014, we were below the 50 percent ownership change level that would trigger further impairment of our ability to utilize our NOLs.

As of September 30, 2014, we had $3.1 billion of federal NOLs. The following table summarizes the expiration dates of our loss carryforwards assuming the IRS ultimately agrees with the position we have taken with respect to the loss on our investment in CSHI (dollars in millions):

Year of expiration
 
Net operating loss carryforwards
 
Total loss
 
 
Life
 
Non-life
 
carryforwards
2018
 
$
47.3

 
$
—

 
$
47.3

2021
 
30.0

 
—

 
30.0

2022
 
152.0

 
—

 
152.0

2023
 
742.6

 
2,073.3

 
2,815.9

2025
 
—

 
115.5

 
115.5

2027
 
—

 
202.6

 
202.6

2028
 
—

 
67.3

 
67.3

2029
 
—

 
205.5

 
205.5

2032
 
—

 
44.0

 
44.0

Subtotal
 
971.9

 
2,708.2

 
3,680.1

Less:
 
 
 
 
 
 
Unrecognized tax benefits
 
(342.9
)
 
(201.2
)
 
(544.1
)
Total
 
$
629.0

 
$
2,507.0

 
$
3,136.0


We had deferred tax assets related to NOLs for state income taxes of $17.2 million and $20.0 million at September 30, 2014 and December 31, 2013, respectively.  The related state NOLs are available to offset future state taxable income in certain states through 2025.

We recognized an $878 million ordinary loss on our investment in CSHI which was worthless when it was transferred to the Independent Trust in 2008. Of this loss, $742 million has been reported as a life loss and $136 million as a non-life loss. The IRS has disagreed with our ordinary loss treatment and believes that it should be treated as a capital loss, subject to a five year carryover. If the IRS position is ultimately determined to be correct, $473 million would have expired unused in 2013. Due to this uncertainty, we have not recognized a tax benefit of $166.0 million. However, if this unrecognized tax benefit would have been recognized, we would also have established a valuation allowance of $41.0 million at September 30, 2014.

Tax years 2004 and 2008 through 2013 are open to examination by the IRS.  The Company's various state income tax returns are generally open for tax years 2011 through 2013 based on the individual state statutes of limitation. Generally, for tax years which generate NOLs, capital losses or tax credit carryforwards, the statute of limitations does not close until the expiration of the statute of limitations for the tax year in which such carryforwards are utilized.



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



NOTES PAYABLE - DIRECT CORPORATE OBLIGATIONS

The following notes payable were direct corporate obligations of the Company as of September 30, 2014 and December 31, 2013 (dollars in millions):

 
September 30,
2014
 
December 31,
2013
Senior Secured Credit Agreement (as defined below)
$
541.9

 
$
581.5

6.375% Senior Secured Notes due October 2020 (the "6.375% Notes")
275.0

 
275.0

7.0% Debentures
—

 
3.5

Unamortized discount on Senior Secured Credit Agreement
(2.9
)
 
(3.6
)
Direct corporate obligations
$
814.0

 
$
856.4


Senior Secured Credit Agreement

On September 28, 2012, the Company entered into a new senior secured credit agreement, providing for: (i) a $425.0 million six-year term loan facility ($391.9 million remained outstanding at September 30, 2014); (ii) a $250.0 million four-year term loan facility ($150.0 million remained outstanding at September 30, 2014); and (iii) a $50.0 million three-year revolving credit facility, with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto (the "Senior Secured Credit Agreement"). The Senior Secured Credit Agreement is guaranteed by the Subsidiary Guarantors (as defined below) and secured by a first-priority lien (which ranks pari passu with the liens securing the 6.375% Notes) on substantially all of the Company's and the Subsidiary Guarantors' assets. As of September 30, 2014, no amounts have been borrowed under the revolving credit facility.

The revolving credit facility includes an uncommitted subfacility for swingline loans of up to $5.0 million, and up to $5.0 million of the revolving credit facility is available for the issuance of letters of credit. The six-year term loan facility amortizes in quarterly installments in amounts resulting in an annual amortization of 1% and the four-year term loan facility amortizes in quarterly installments resulting in an annual amortization of 20% during the first and second years and 30% during the third and fourth years. Subject to certain conditions, the Company may incur additional incremental loans under the Senior Secured Credit Agreement in an amount of up to $250.0 million.

The interest rates with respect to loans under: (i) the six-year term loan facility are, at the Company's option, equal to a eurodollar rate, plus 2.75% per annum, or a base rate, plus 1.75% per annum, subject to a eurodollar rate "floor" of 1.00% and a base rate "floor" of 2.25% (such rate was 3.75% at September 30, 2014); (ii) the four-year term loan facility are, at the Company's option, equal to a eurodollar rate, plus 2.25% per annum, or a base rate, plus 1.25% per annum, subject to a eurodollar rate "floor" of .75% and a base rate "floor" of 2.00% (such rate was 3.00% at September 30, 2014); and (iii) the revolving credit facility will be, at the Company's option, equal to a eurodollar rate, plus 3.00% per annum, or a base rate, plus 2.00% per annum, in each case, with respect to revolving credit facility borrowings only, subject to certain step-downs based on the debt to total capitalization ratio of the Company.

In the first nine months of 2014, we made $39.6 million of scheduled quarterly principal payments due under the Senior Secured Credit Agreement.

On May 30, 2014, the Company completed an amendment to the Senior Secured Credit Agreement to waive the requirement that the net proceeds in excess of $125 million received from the sale of CLIC be used to prepay amounts outstanding under the Senior Secured Credit Agreement. In the second quarter of 2014, we recognized expenses related to the amendment of the Senior Secured Credit Agreement totaling $.4 million which are included in the loss on extinguishment or modification of debt.

The amendment to the Senior Secured Credit Agreement did not impact the restrictions set forth in the 6.375% Indenture dated as of September 28, 2012 (the "6.375% Indenture") for the Company’s 6.375% Notes regarding the Company’s use of the proceeds from the sale of CLIC. Under the Indenture, the net proceeds received by the Company from the sale of CLIC

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


(defined as "Net Available Cash" under the Indenture) may be used to: (i) reinvest in or acquire assets to be used in the insurance business or a related business; or (ii) repay the Senior Secured Credit Agreement. Under the Indenture, any Net Available Cash not so reinvested or applied within 365 days after the closing of the sale of CLIC must be used to make an offer to purchase the outstanding notes at par and, in the interim, may only be invested as set forth in the Indenture. The Company currently plans to reinvest the cash received from the sale of CLIC in its business including the payment on July 1, 2014, of $28.0 million to recapture a block of life insurance business from Wilton Re.

Mandatory prepayments of the Senior Secured Credit Agreement will be required, subject to certain exceptions, in an amount equal to: (i) 100% of the net cash proceeds from certain asset sales or casualty events; (ii) 100% of the net cash proceeds received by the Company or any of its restricted subsidiaries from certain debt issuances; and (iii) 100% of the amount of certain restricted payments made (including any common stock dividends and share repurchases) as defined in the Senior Secured Credit Agreement provided that if, as of the end of the fiscal quarter immediately preceding such restricted payment, the debt to total capitalization ratio is: (x) equal to or less than 25.0%, but greater than 20.0%, the prepayment requirement shall be reduced to 33.33%; or (y) equal to or less than 20.0%, the prepayment requirement shall not apply.

Notwithstanding the foregoing, no mandatory prepayments pursuant to item (i) in the preceding paragraph shall be required if: (x) the debt to total capitalization ratio is equal or less than 20% and (y) either (A) the financial strength rating of certain of the Company's insurance subsidiaries is equal or better than A- (stable) from A.M. Best Company ("A.M. Best") or (B) the Senior Secured Credit Agreement is rated equal or better than BBB- (stable) from S&P and Baa3 (stable) by Moody's Investor Services, Inc. ("Moody's").

The Senior Secured Credit Agreement requires the Company to maintain (each as calculated in accordance with the Senior Secured Credit Agreement): (i) a debt to total capitalization ratio of not more than 27.5 percent (such ratio was 17.6 percent at September 30, 2014); (ii) an interest coverage ratio of not less than 2.50 to 1.00 for each rolling four quarters (or, if less, the number of full fiscal quarters commencing after the effective date of the Senior Secured Credit Agreement) (such ratio was 16.62 to 1.00 for the four quarters ended September 30, 2014); (iii) an aggregate ratio of total adjusted capital to company action level risk-based capital for the Company's insurance subsidiaries of not less than 250 percent (such ratio was 425 percent at September 30, 2014); and (iv) a combined statutory capital and surplus for the Company's insurance subsidiaries of at least $1,300.0 million (combined statutory capital and surplus at September 30, 2014, was $1,806 million).

6.375% Notes

On September 28, 2012, we issued $275.0 million in aggregate principal amount of 6.375% Notes pursuant to the 6.375% Indenture, among the Company, the subsidiary guarantors party thereto (the "Subsidiary Guarantors") and Wilmington Trust, National Association, as trustee and as collateral agent. The net proceeds from the issuance of the 6.375% Notes, together with the net proceeds from the Senior Secured Credit Agreement, were used to repay other outstanding indebtedness and for general corporate purposes. The 6.375% Notes mature on October 1, 2020. Interest on the 6.375% Notes accrues at a rate of 6.375% per annum and is payable semiannually in arrears on April 1 and October 1 of each year, commencing on April 1, 2013. The 6.375% Notes and the guarantees thereof (the "Guarantees") are senior secured obligations of the Company and the Subsidiary Guarantors and rank equally in right of payment with all of the Company's and the Subsidiary Guarantors' existing and future senior obligations, and senior to all of the Company's and the Subsidiary Guarantors' future subordinated indebtedness. The 6.375% Notes are secured by a first-priority lien on substantially all of the assets of the Company and the Subsidiary Guarantors, subject to certain exceptions. The 6.375% Notes and the Guarantees are pari passu with respect to security and in right of payment with all of the Company's and the Subsidiary Guarantors' existing and future secured indebtedness under the Senior Secured Credit Agreement. The 6.375% Notes are structurally subordinated to all of the liabilities and preferred stock of each of the Company's insurance subsidiaries, which are not guarantors of the 6.375% Notes.

Under the 6.375% Indenture, the Company can make Restricted Payments (as such term is defined in the 6.375% Indenture) up to a calculated limit, provided that the Company's pro forma risk-based capital ratio exceeds 225% after giving effect to the Restricted Payment and certain other conditions are met. Restricted Payments include, among other items, repurchases of common stock and cash dividends on common stock (to the extent such dividends exceed $30.0 million in the aggregate in any calendar year).

The limit of Restricted Payments permitted under the 6.375% Indenture is the sum of (x) 50% of the Company's "Net Excess Cash Flow" (as defined in the 6.375% Indenture) for the period (taken as one accounting period) from July 1, 2012 to

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


the end of the Company's most recently ended fiscal quarter for which financial statements are available at the time of such Restricted Payment, (y) $175.0 million and (z) certain other amounts specified in the 6.375% Indenture. Based on the provisions set forth in the 6.375% Indenture and the Company's Net Excess Cash Flow for the period from July 1, 2012 through September 30, 2014, the Company could have made additional Restricted Payments under this 6.375% Indenture covenant of approximately $172 million as of September 30, 2014. This limitation on Restricted Payments does not apply if the Debt to Total Capitalization Ratio (as defined in the 6.375% Indenture) as of the last day of the Company's most recently ended fiscal quarter for which financial statements are available that immediately precedes the date of any Restricted Payment, calculated immediately after giving effect to such Restricted Payment and any related transactions on a pro forma basis, is equal to or less than 17.5%.

7.0% Debentures

On May 30, 2014, we repurchased the remaining $3.5 million principal amount of the 7.0% Debentures for a purchase price of $3.7 million and recognized a loss on the extinguishment of debt of $.2 million.

Scheduled Repayment of our Direct Corporate Obligations

The scheduled repayment of our direct corporate obligations was as follows at September 30, 2014 (dollars in millions):

Year ending September 30,
 
2015
$
79.2

2016
79.2

2017
4.3

2018
379.2

2019
—

Thereafter
275.0

 
$
816.9


INVESTMENT BORROWINGS

Two of the Company's insurance subsidiaries (Washington National Insurance Company ("Washington National") and Bankers Life) are members of the Federal Home Loan Bank ("FHLB").  As members of the FHLB, Washington National and Bankers Life have the ability to borrow on a collateralized basis from the FHLB.  Washington National and Bankers Life 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 September 30, 2014, the carrying value of the FHLB common stock was $73.5 million.  As of September 30, 2014, collateralized borrowings from the FHLB totaled $1.5 billion and the proceeds were used to purchase fixed maturity securities.  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 $1.8 billion at September 30, 2014, 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.  


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


The following summarizes the terms of the borrowings from the FHLB by Washington National and Bankers Life (dollars in millions):

Amount
 
Maturity
 
Interest rate at
borrowed
 
date
 
September 30, 2014
$
50.0

 
October 2015
 
Variable rate – 0.504%
100.0

 
June 2016
 
Variable rate – 0.595%
75.0

 
June 2016
 
Variable rate – 0.393%
100.0

 
October 2016
 
Variable rate – 0.412%
50.0

 
November 2016
 
Variable rate – 0.504%
50.0

 
November 2016
 
Variable rate – 0.624%
57.7

 
June 2017
 
Variable rate – 0.586%
50.0

 
August 2017
 
Variable rate – 0.434%
75.0

 
August 2017
 
Variable rate – 0.385%
100.0

 
October 2017
 
Variable rate – 0.666%
50.0

 
November 2017
 
Variable rate – 0.745%
50.0

 
January 2018
 
Variable rate – 0.584%
50.0

 
January 2018
 
Variable rate – 0.573%
50.0

 
February 2018
 
Variable rate – 0.547%
50.0

 
February 2018
 
Variable rate – 0.321%
22.0

 
February 2018
 
Variable rate – 0.568%
100.0

 
May 2018
 
Variable rate – 0.602%
50.0

 
July 2018
 
Variable rate – 0.705%
50.0

 
August 2018
 
Variable rate – 0.354%
50.0

 
January 2019
 
Variable rate – 0.653%
50.0

 
February 2019
 
Variable rate – 0.321%
100.0

 
March 2019
 
Variable rate – 0.634%
21.8

 
July 2019
 
Variable rate – 0.644%
21.8

 
June 2020
 
Fixed rate – 1.960%
28.3

 
August 2021
 
Fixed rate – 2.550%
26.9

 
March 2023
 
Fixed rate – 2.160%
20.5

 
June 2025
 
Fixed rate – 2.940%
$
1,499.0

 
 
 
 

The variable rate borrowings are pre-payable on each interest reset date without penalty.  The fixed rate borrowings are pre-payable subject to payment of a yield maintenance fee based on prevailing market interest rates.  At September 30, 2014, the aggregate yield maintenance fee to prepay all fixed rate borrowings was $.3 million.

Interest expense of $16.2 million and $20.8 million in the first nine months of 2014 and 2013, respectively, was recognized related to total borrowings from the FHLB.

As part of our investment strategy, we may enter into repurchase agreements to increase our investment return. Pursuant to such agreements, the Company sells securities subject to an obligation to repurchase the same securities. Under these arrangements, the Company may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Company to repurchase the assets. As a result, these repurchase agreements are accounted for as collateralized financing arrangements (i.e., secured borrowings) and not as a sale and subsequent repurchase of securities. Such borrowings totaled $20.4 million at September 30, 2014 and mature prior to June 30, 2015.

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



The primary risks associated with short-term collateralized borrowings are: (i) a substantial decline in the market value of the margined security; and (ii) that a counterparty may be unable to perform under the terms of the contract or be unwilling to extend such financing in future periods especially if the liquidity or value of the margined security has declined. Exposure is limited to any depreciation in value of the related securities.

CHANGES IN COMMON STOCK

Changes in the number of shares of common stock outstanding were as follows (shares in thousands):

Balance, December 31, 2013
220,324

 
Treasury stock purchased and retired
(14,118
)
 
Stock options exercised
893

 
Restricted and performance stock vested
541

(a)
Balance, September 30, 2014
207,640

 
____________________
(a)
Such amount was reduced by 230 thousand shares which were tendered to the Company for the payment of required federal and state tax withholdings owed on the vesting of restricted and performance stock.

In May 2011, the Company announced a common share repurchase program of up to $100.0 million. In February 2012, June 2012, December 2012 and December 2013, the Company's Board of Directors approved, in aggregate, an additional $800.0 million to repurchase the Company's outstanding securities. In the first nine months of 2014, we repurchased 14.1 million shares of common stock for $244.1 million under the securities repurchase program. In addition, in September 2014, we repurchased all outstanding common stock warrants for $57.4 million under the securities repurchase program. Such warrants had been held by Paulson & Co., Inc. on behalf of several investment funds and accounts managed by them, and were issued in conjunction with a private sale of our common stock in 2009. The Company had remaining repurchase authority of $95.9 million as of September 30, 2014.

In the first nine months of 2014, dividends declared and paid on common stock totaled $39.0 million ($0.18 per common share). In March 2014, the Company increased its quarterly common stock dividend to $0.06 per share from $0.03 per share.

SALES INDUCEMENTS

Certain of our annuity products offer sales inducements to contract holders in the form of enhanced crediting rates or bonus payments in the initial period of the contract.  Certain of our life insurance products offer persistency bonuses credited to the contract holders balance after the policy has been outstanding for a specified period of time.  These enhanced rates and persistency bonuses are considered sales inducements in accordance with GAAP.  Such amounts are deferred and amortized in the same manner as deferred acquisition costs.  Sales inducements deferred totaled $.9 million and $1.4 million in the third quarters of 2014 and 2013, respectively, and $4.0 million and $3.9 million during the nine months ended September 30, 2014 and 2013, respectively.  Amounts amortized totaled $3.6 million and $3.7 million in the third quarters of 2014 and 2013, respectively, and $13.0 million and $17.0 million during the nine months ended September 30, 2014 and 2013, respectively.  The unamortized balance of deferred sales inducements was $65.7 million and $108.6 million at September 30, 2014 and December 31, 2013, respectively.  The balance of insurance liabilities for persistency bonus benefits was $1.7 million and $28.9 million at September 30, 2014 and December 31, 2013, respectively.

ASSETS AND LIABILITIES SUBJECT TO OFFSETTING DISCLOSURE REQUIREMENTS

Call options

As further described in the note entitled "Accounting for Derivatives", we buy call options (including call spreads) referenced to 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. We limit our exposure to the counterparties failing to meet their obligation with respect to the call options by diversifying among several counterparties believed to be strong and

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


credit worthy. The call options are free-standing derivatives and are recorded at fair value in the Company's consolidated balance sheet. The Company and its subsidiaries are parties to master netting arrangements with its counterparties related to entering into various derivative contracts. However, the offsetting of assets and liabilities is not applicable to the derivative contracts that were in place at September 30, 2014 or December 31, 2013. The counterparties do not provide collateral to the Company related to their obligations under the call options.

The following table summarizes information related to call options as of September 30, 2014 and December 31, 2013 (dollars in millions):

 
 
 
 
 
 
 
 
 
Gross amounts not offset in the balance sheet
 
 
 
 
 
Gross amounts of recognized assets
 
Gross amounts offset in the balance sheet
 
Net amounts of assets presented in the balance sheet
 
Financial instruments
 
Cash collateral received
 
Net amount
September 30, 2014:
 
 
 
Call Options
 
$
98.3

 
$
—

 
$
98.3

 
$
—

 
$
—

 
$
98.3

December 31, 2013:
 
 
 
 
 
 
 
 
 
 
 
 
 
Call Options
 
156.2

 
—

 
156.2

 
—

 
—

 
156.2


Repurchase agreements

We may enter into agreements under which we sell securities subject to an obligation to repurchase the same securities. These repurchase agreements are accounted for as collateralized financing arrangements and not as a sale and subsequent repurchase of securities. The obligation to repurchase the securities is reflected as investment borrowings in the Company's consolidated balance sheet, while the securities underlying the repurchase agreements remain in the respective investment asset accounts. There is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. In addition, as the Company does not currently have any outstanding reverse repurchase agreements, there is no such offsetting to be done with the repurchase agreements.

The right of offset for a repurchase agreement resembles a secured borrowing, whereby the collateral would be used to settle the fair value of the repurchase agreement should the Company be in default under the agreement (e.g., fails to make an interest payment to the counterparty). If the counterparty were to default (e.g., declare bankruptcy), the Company could cancel the repurchase agreement (i.e., cease payment of principal and interest), and attempt collection on the amount of collateral value in excess of the repurchase agreement fair value. The collateral is held by a third party financial institution in the counterparty's custodial account. The counterparty has the right to sell or repledge the investment securities.

The following table summarizes information related to repurchase agreements as of September 30, 2014 (dollars in millions):

 
 
 
 
 
 
 
 
 
Gross amounts not offset in the balance sheet
 
 
 
 
 
Gross amounts of recognized liabilities
 
Gross amounts offset in the balance sheet
 
Net amounts of liabilities presented in the balance sheet
 
Financial instruments
 
Cash collateral pledged
 
Net amount
September 30, 2014:
 
 
 
Repurchase agreements (a)
 
$
20.4

 
$
—

 
$
20.4

 
$
—

 
$
—

 
$
20.4



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


_________________
(a)
As of September 30, 2014, these agreements were collateralized by investment securities with a fair value of $25.5 million. There were no repurchase agreements outstanding at December 31, 2013.

RECENTLY ISSUED ACCOUNTING STANDARDS

Pending Accounting Standards

In April 2014, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance changing the criteria for reporting discontinued operations. Under the revised guidance, only disposals of a component or a group of components, including those classified as held for sale, which represent a strategic shift that has or will have a major effect on a company's operations and financial results will be reported as discontinued operations. The guidance is effective prospectively for new disposals occurring after January 1, 2015.

In May 2014, the FASB issued authoritative guidance for recognizing revenue from contracts with customers. Certain contracts with customers are specifically excluded from this guidance, including insurance contracts. The core principle of the new guidance is that an entity should recognize revenue when it transfers promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance will be effective for the Company on January 1, 2017 and permits two methods of transition upon adoption; full retrospective and modified retrospective. Under the full retrospective method, prior periods would be restated under the new revenue standard, providing for comparability in all periods presented. Under the modified retrospective method, prior periods would not be restated. Instead, revenues and other disclosures for pre-2017 periods would be provided in the notes to the financial statements as previously reported under the current revenue standard. The Company is currently assessing the impact the guidance will have upon adoption.

In June 2014, the FASB issued authoritative guidance on the accounting and disclosure of repurchase-to-maturity transactions and repurchase financings. Under this new accounting guidance, repurchase-to-maturity transactions will be accounted for as secured borrowings rather than sales of an asset, and transfers of financial assets with a contemporaneous repurchase financing arrangement will no longer be evaluated to determine whether they should be accounted for on a combined basis as forward contracts. The new guidance also prescribes additional disclosures particularly on the nature of collateral pledged in the repurchase agreement accounted for as a secured borrowing. The new guidance is effective beginning on January 1, 2015. The Company is currently assessing the impact the guidance will have upon adoption.
In August 2014, the FASB issued authoritative guidance related to measuring the financial assets and the financial liabilities of a consolidated collateralized financing entity which provides a measurement alternative for an entity that consolidates collateralized financing entities. A collateralized financing entity is a variable interest entity with no more than nominal equity that holds financial assets and issues beneficial interests in those financial assets; the beneficial interests have contractual recourse only to the related assets of the collateralized financing entity and are classified as financial liabilities. If elected, the alternative method results in the reporting entity measuring both the financial assets and the financial liabilities of the collateralized financing entity using the more observable of the two fair value measurements, which effectively removes measurement differences between the financial assets and the financial liabilities of the collateralized financing entity previously recorded as net income (loss) attributable to non-controlling and other beneficial interests and as an adjustment to appropriated retained earnings. The reporting entity continues to measure its own beneficial interests in the collateralized financing entity (other than those that represent compensation for services) at fair value. The guidance is effective for interim and annual periods beginning after December 15, 2015. A reporting entity may apply the guidance using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the annual period of adoption. A reporting entity may also apply the guidance retrospectively to all relevant prior periods. Early adoption is permitted. The Company is currently assessing the impact the guidance will have upon adoption.

Adopted Accounting Standards

In July 2013, the FASB issued authoritative guidance regarding the financial statement presentation of an unrecognized tax benefit when a NOL carryforward, a similar tax loss or a tax credit carryforward exists. Such guidance will require an unrecognized tax benefit, or a portion of an unrecognized tax benefit, to be presented in the financial statements as a reduction

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


to a deferred tax asset for a NOL carryforward, a similar tax loss, or a tax credit carryforward, except under certain circumstances as further described in the guidance. Such guidance does not require new recurring disclosures. This guidance was effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The adoption of this guidance did not have a material impact on our consolidated financial statements.

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.

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.

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.

In August 2011, we were notified of an examination to be done on behalf of a number of states for the purpose of determining compliance with unclaimed property laws by the Company and its subsidiaries.  Such examination has included

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


inquiries related to the use of data available on the U.S. Social Security Administration's Death Master File to identify instances where benefits under life insurance policies, annuities and retained asset accounts are payable. We are continuing to provide information to the examiners in response to their requests. A total of 38 states and the District of Columbia are currently participating in this examination.

CONSOLIDATED STATEMENT OF CASH FLOWS

The following disclosures supplement our consolidated statement of cash flows.

The following reconciles net income to net cash provided by operating activities (dollars in millions):

 
Nine months ended
 
September 30,
 
2014
 
2013
Cash flows from operating activities:
 
 
 
Net income (loss)
$
(32.5
)
 
$
372.0

Adjustments to reconcile net income to net cash from operating activities:
 
 
 

Amortization and depreciation
218.2

 
241.1

Income taxes
128.9

 
(112.6
)
Insurance liabilities
228.9

 
298.8

Accrual and amortization of investment income
(112.3
)
 
(189.4
)
Deferral of policy acquisition costs
(176.6
)
 
(161.8
)
Net realized investment gains
(39.8
)
 
(18.4
)
Payment to reinsurer pursuant to long-term care business reinsured
(590.3
)
 
—

Net loss on sale of CLIC and gain on reinsurance transactions
242.7

 
—

Loss on extinguishment or modification of debt
.6

 
65.4

Other
8.3

 
(23.0
)
Net cash from operating activities
$
(123.9
)
(a)
$
472.1

______________________
(a)
Cash flows from operating activities reflect outflows in the 2014 period due to the payment to reinsurer to transfer certain long-term care business.

On July 1, 2014, Bankers Life recaptured the life business written by Bankers Life that was reinsured by Wilton Re in 2009. The following summarizes the impact of the recapture (dollars in millions):
Investments
$
139.4

(a) (b)
Cash
7.7

 
Present value of future profits and deferred acquisition costs
29.0

(b)
Reinsurance receivables
(155.9
)
(b)
Other liabilities
5.9

(b)
Gain on reinsurance transaction (classified as "Net loss on sale of subsidiary and gain on reinsurance transactions")
26.1

 
Income tax expense
9.2

 
Gain on reinsurance transaction (net of income taxes)
$
16.9

 
___________________
(a)    Such amount has been reduced by a $28.0 million recapture fee.
(b)    Such non-cash amounts have been excluded from the consolidated statement of cash flows.

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


Other non-cash items not reflected in the investing and financing activities sections of the consolidated statement of cash flows (dollars in millions):

 
Nine months ended
 
September 30,
 
2014
 
2013
Stock options, restricted stock and performance units
$
11.6

 
$
10.8



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.  All of such VIEs are collateralized loan trusts that were established to issue securities to finance the purchase of corporate loans and other permitted investments (including two new VIEs which were consolidated in 2014).  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 insurance 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 table provides supplemental information about the assets and liabilities of the VIEs which have been consolidated in accordance with authoritative guidance (dollars in millions):
 
September 30, 2014
 
VIEs
 
Eliminations
 
Net effect on
consolidated
balance sheet
Assets:
 
 
 
 
 
Investments held by variable interest entities
$
1,343.0

 
$
—

 
$
1,343.0

Notes receivable of VIEs held by insurance subsidiaries
—

 
(148.2
)
 
(148.2
)
Cash and cash equivalents held by variable interest entities
150.7

 
—

 
150.7

Accrued investment income
3.1

 
—

 
3.1

Income tax assets, net
12.9

 
(2.3
)
 
10.6

Other assets
18.2

 
(1.3
)
 
16.9

Total assets
$
1,527.9

 
$
(151.8
)
 
$
1,376.1

Liabilities:
 

 
 

 
 

Other liabilities
$
104.5

 
$
(3.7
)
 
$
100.8

Borrowings related to variable interest entities
1,295.0

 
—

 
1,295.0

Notes payable of VIEs held by insurance subsidiaries
152.2

 
(152.2
)
 
—

Total liabilities
$
1,551.7

 
$
(155.9
)
 
$
1,395.8



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


 
December 31, 2013
 
VIEs
 
Eliminations
 
Net effect on
consolidated
balance sheet
Assets:
 
 
 
 
 
Investments held by variable interest entities
$
1,046.7

 
$
—

 
$
1,046.7

Notes receivable of VIEs held by insurance subsidiaries
—

 
(108.5
)
 
(108.5
)
Cash and cash equivalents held by variable interest entities
104.3

 
—

 
104.3

Accrued investment income
1.9

 
—

 
1.9

Income tax assets, net
5.4

 
(2.5
)
 
2.9

Other assets
22.6

 
(.9
)
 
21.7

Total assets
$
1,180.9

 
$
(111.9
)
 
$
1,069.0

Liabilities:
 

 
 

 
 

Other liabilities
$
66.0

 
$
(4.0
)
 
$
62.0

Borrowings related to variable interest entities
1,012.3

 
—

 
1,012.3

Notes payable of VIEs held by insurance subsidiaries
112.5

 
(112.5
)
 
—

Total liabilities
$
1,190.8

 
$
(116.5
)
 
$
1,074.3


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 September 30, 2014, such loans had an amortized cost of $1,359.7 million; gross unrealized gains of $.7 million; gross unrealized losses of $17.4 million; and an estimated fair value of $1,343.0 million.

The following table sets forth the amortized cost and estimated fair value of the investments held by the VIEs at September 30, 2014, 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 after one year through five years
$
389.0

 
$
385.5

Due after five years through ten years
970.7

 
957.5

Total
$
1,359.7

 
$
1,343.0


During the first nine months of 2014, the VIEs recognized net realized investment losses of $2.2 million.  During the first nine months of 2013, the VIEs recognized net realized investment losses of $1.4 million, which were comprised of $.3 million of net losses from the sales of fixed maturities, and $1.1 million of writedowns of investments as a result of our intent to sell such investments.

At September 30, 2014, there were no investments held by the VIEs that were in default.

During the first nine months of 2014, $38.7 million of investments held by the VIEs were sold which resulted in gross investment losses (before income taxes) of $2.4 million. During the first nine months of 2013, $9.3 million of investments held by the VIEs were sold which resulted in gross investment losses (before income taxes) of $.6 million.

At September 30, 2014, the VIEs held:  (i) investments with a fair value of $1,051.7 million and gross unrealized losses of $14.1 million that had been in an unrealized loss position for less than twelve months; and (ii) investments with a fair value of $142.3 million and gross unrealized losses of $3.3 million that had been in an unrealized loss position for greater than twelve months.


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


At December 31, 2013, the VIEs held: (i) investments with a fair value of $355.5 million and gross unrealized losses of $3.1 million that had been in an unrealized loss position for less than twelve months; and (ii) investments with a fair value of $7.9 million and gross unrealized losses of less than $.1 million that had been in an unrealized loss position for greater than twelve months.

The investments held by the VIEs are evaluated for other-than-temporary declines in fair value 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 debt obligations, commercial mortgage-backed securities, residential mortgage-backed securities and collateralized mortgage obligations.  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 September 30, 2014, we held investments in various limited partnerships, in which we are not the primary beneficiary, totaling $26.2 million (classified as other invested assets).  At September 30, 2014, we had unfunded commitments to these partnerships of $69.1 million.  Our maximum exposure to loss on these investments is limited to the amount of our investment.

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



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, cash and cash equivalents, separate account assets and embedded derivatives.  We carry our company-owned life insurance policy, which is invested in a series of mutual funds, at its cash surrender value and our hedge fund investments at their net asset values; in both cases, we believe these values approximate their fair values. In addition, we disclose fair value for certain financial instruments, including mortgage loans and policy loans, insurance liabilities for interest-sensitive products, 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 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; certain mutual fund and hedge fund investments; most short-term investments; and non-exchange-traded 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 (primarily certain below-investment grade privately placed securities), certain structured securities, mortgage 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 index annuity products and to a modified coinsurance arrangement) 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. Any transfers between levels

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


are reported as having occurred at the beginning of the period. There were no transfers between Level 1 and Level 2 in both the first nine months of 2014 and 2013.

The vast majority of our fixed maturity and equity securities, including those held in trading portfolios and those held by consolidated VIEs, short-term and separate account assets 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.  Substantially all of our Level 2 fixed maturity securities and separate account assets were valued from independent pricing services.  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 available market observable 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.

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 27 percent of our Level 3 fixed maturity 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.

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.  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 the prices received from third parties are not reflective of current market conditions.  In those instances, we may request additional pricing quotes or apply internally developed valuations.  However, the number of 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.  Such inputs include:  benchmark yields, reported trades, broker dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data.  The Company categorizes such fair value measurements based upon asset classes and the underlying observable or unobservable inputs used to value such investments.

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 quotations; time value and volatility factors underlying options; market interest rates; and non-performance risk.  For certain embedded derivatives, we use actuarial assumptions in the determination of fair value.


42
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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 September 30, 2014 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
$
—

 
$
13,592.4

 
$
334.8

 
$
13,927.2

United States Treasury securities and obligations of United States government corporations and agencies
—

 
151.5

 
—

 
151.5

States and political subdivisions
—

 
2,204.3

 
—

 
2,204.3

Debt securities issued by foreign governments
—

 
1.8

 
—

 
1.8

Asset-backed securities
—

 
1,246.7

 
62.3

 
1,309.0

Collateralized debt obligations
—

 
326.9

 
—

 
326.9

Commercial mortgage-backed securities
—

 
1,287.3

 
1.1

 
1,288.4

Mortgage pass-through securities
—

 
7.0

 
1.1

 
8.1

Collateralized mortgage obligations
—

 
1,393.2

 
.1

 
1,393.3

Total fixed maturities, available for sale
—

 
20,211.1

 
399.4

 
20,610.5

Equity securities - corporate securities
172.7

 
173.0

 
27.1

 
372.8

Trading securities:
 

 
 

 
 

 
 

Corporate securities
—

 
24.0

 
—

 
24.0

United States Treasury securities and obligations of United States government corporations and agencies
—

 
3.7

 
—

 
3.7

Asset-backed securities
—

 
26.6

 
—

 
26.6

Commercial mortgage-backed securities
—

 
119.7

 
28.7

 
148.4

Mortgage pass-through securities
—

 
.1

 
—

 
.1

Collateralized mortgage obligations
—

 
24.3

 
6.0

 
30.3

Equity securities
1.9

 
—

 
—

 
1.9

Total trading securities
1.9

 
198.4

 
34.7

 
235.0

Investments held by variable interest entities - corporate securities
—

 
1,339.1

 
3.9

 
1,343.0

Other invested assets - derivatives
.9

 
98.3

 
—

 
99.2

Assets held in separate accounts
—

 
6.9

 
—

 
6.9

Total assets carried at fair value by category
$
175.5

 
$
22,026.8

 
$
465.1

 
$
22,667.4

 
 
 
 
 
 
 
 
Liabilities:
 

 
 

 
 

 
 

Liabilities for insurance products:
 

 
 

 
 

 
 

Interest-sensitive products - embedded derivatives associated with fixed index annuity products
$
—

 
$
—

 
$
992.2

 
$
992.2

Total liabilities for insurance products
—

 
—

 
992.2

 
992.2

Total liabilities carried at fair value by category
$
—

 
$
—

 
$
992.2

 
$
992.2




43
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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, 2013 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
$
—

 
$
15,340.1

 
$
359.6

 
$
15,699.7

United States Treasury securities and obligations of United States government corporations and agencies
—

 
73.1

 
—

 
73.1

States and political subdivisions
—

 
2,204.4

 
—

 
2,204.4

Asset-backed securities
—

 
1,419.9

 
42.2

 
1,462.1

Collateralized debt obligations
—

 
47.3

 
246.7

 
294.0

Commercial mortgage-backed securities
—

 
1,609.0

 
—

 
1,609.0

Mortgage pass-through securities
—

 
11.8

 
1.6

 
13.4

Collateralized mortgage obligations
—

 
1,848.9

 
—

 
1,848.9

Total fixed maturities, available for sale
—

 
22,554.5

 
650.1

 
23,204.6

Equity securities - corporate securities
79.6

 
118.9

 
24.5

 
223.0

Trading securities:
 

 
 

 
 

 
 

Corporate securities
—

 
45.2

 
—

 
45.2

United States Treasury securities and obligations of United States government corporations and agencies
—

 
4.6

 
—

 
4.6

States and political subdivisions
—

 
14.1

 
—

 
14.1

Asset-backed securities
—

 
24.3

 
—

 
24.3

Commercial mortgage-backed securities
—

 
125.8

 
—

 
125.8

Mortgage pass-through securities
—

 
.1

 
—

 
.1

Collateralized mortgage obligations
—

 
31.1

 
—

 
31.1

Equity securities
2.4

 
—

 
—

 
2.4

Total trading securities
2.4

 
245.2

 
—

 
247.6

Investments held by variable interest entities - corporate securities
—

 
1,046.7

 
—

 
1,046.7

Other invested assets - derivatives
.6

 
156.2

 
—

 
156.8

Assets held in separate accounts
—

 
10.3

 
—

 
10.3

Total assets carried at fair value by category
$
82.6

 
$
24,131.8

 
$
674.6

 
$
24,889.0

 
 
 
 
 
 
 
 
Liabilities:
 

 
 

 
 

 
 

Liabilities for insurance products:
 

 
 

 
 

 
 

Interest-sensitive products - embedded derivatives associated with fixed index annuity products
$
—

 
$
—

 
$
903.7

 
$
903.7

Interest-sensitive products - embedded derivatives associated with modified coinsurance agreement
—

 
—

 
1.8

 
1.8

Total liabilities for insurance products
—

 
—

 
905.5

 
905.5

Total liabilities carried at fair value by category
$
—

 
$
—

 
$
905.5

 
$
905.5






44
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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


For those financial instruments disclosed at fair value, we use the following methods and assumptions to determine the estimated fair values:

Mortgage loans and policy loans.  We discount future expected cash flows based on interest rates currently being offered for similar loans with similar risk characteristics.  We aggregate loans with similar characteristics in our calculations.  The fair value of policy loans approximates their carrying value.

Company-owned life insurance is backed by a series of mutual funds and is carried at cash surrender value which approximates estimated fair value.

Alternative investment funds are carried at their net asset values which approximates estimated fair value.

Cash and cash equivalents include commercial paper, invested cash and other investments purchased with original maturities of less than three months. We carry them at amortized cost, which approximates estimated fair value.

Liabilities for policyholder account balances.  We discount future expected cash flows based on interest rates currently being offered for similar contracts with similar maturities.

Investment borrowings, notes payable and borrowings related to variable interest entities.  For publicly traded debt, we use current fair values.  For other notes, we use discounted cash flow analyses based on our current incremental borrowing rates for similar types of borrowing arrangements.

The fair value measurements for our financial instruments disclosed at fair value on a recurring basis are as follows (dollars in millions):
 
September 30, 2014
 
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
$
—

 
$
—

 
$
1,675.5

 
$
1,675.5

 
$
1,621.8

Policy loans
—

 
—

 
106.2

 
106.2

 
106.2

Other invested assets:
 
 
 
 
 
 
 
 
 
Company-owned life insurance
—

 
146.2

 
—

 
146.2

 
146.2

Alternative investment funds
—

 
84.7

 
—

 
84.7

 
84.7

Cash and cash equivalents:
 
 
 
 
 
 
 
 
 
Unrestricted
344.1

 
108.0

 
—

 
452.1

 
452.1

Held by variable interest entities
150.7

 
—

 
—

 
150.7

 
150.7

Liabilities:
 
 
 
 
 
 
 
 
 
Policyholder account balances (a)
—

 
—

 
10,659.2

 
10,659.2

 
10,659.2

Investment borrowings
—

 
1,519.7

 
—

 
1,519.7

 
1,519.4

Borrowings related to variable interest entities
—

 
941.7

 
—

 
941.7

 
1,295.0

Notes payable – direct corporate obligations
—

 
828.7

 
—

 
828.7

 
814.0



45
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


 
December 31, 2013
 
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
$
—

 
$
—

 
$
1,749.5

 
$
1,749.5

 
$
1,729.5

Policy loans
—

 
—

 
277.0

 
277.0

 
277.0

Other invested assets:
 
 
 
 
 
 
 
 
 
Company-owned life insurance
—

 
144.8

 
—

 
144.8

 
144.8

Alternative investment funds
—

 
67.6

 
—

 
67.6

 
67.6

Cash and cash equivalents:
 
 
 
 
 
 
 
 
 
Unrestricted
457.8

 
241.2

 
—

 
699.0

 
699.0

Held by variable interest entities
104.3

 
—

 
—

 
104.3

 
104.3

Liabilities:
 
 
 
 
 
 
 
 
 
Policyholder account balances (a)
—

 
—

 
12,776.4

 
12,776.4

 
12,776.4

Investment borrowings
—

 
1,948.5

 
—

 
1,948.5

 
1,900.0

Borrowings related to variable interest entities
—

 
993.7

 
—

 
993.7

 
1,012.3

Notes payable – direct corporate obligations
—

 
872.5

 
—

 
872.5

 
856.4


____________________
(a)
The estimated fair value of insurance liabilities for policyholder account balances was approximately equal to its carrying value at September 30, 2014 and December 31, 2013.  This was because interest rates credited on the vast majority of account balances approximate current rates paid on similar products and because these rates are not generally guaranteed beyond one year.


46
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


The following table presents additional information about assets and liabilities 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 September 30, 2014 (dollars in millions):
 
 
September 30, 2014
 
 
 
 
Beginning balance as of June 30, 2014
 
Purchases, sales, issuances and settlements, net (b)
 
Total realized and unrealized gains (losses) included in net income
 
Total realized and unrealized gains (losses) included in accumulated other comprehensive income (loss)
 
Transfers into Level 3 (a)
 
Transfers out of Level 3 (a)
 
Ending balance as of September 30, 2014
 
Amount of total gains (losses) for the three months ended September 30, 2014 included in our net income relating to assets and liabilities still held as of the reporting date
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturities, available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
$
389.8

 
$
6.6

 
$
—

 
$
(.9
)
 
$
37.5

 
$
(98.2
)
 
$
334.8

 
$
—

States and political subdivisions
 
28.7

 
—

 
—

 
—

 
—

 
(28.7
)
 
—

 
—

Asset-backed securities
 
52.7

 
(.1
)
 
—

 
.2

 
9.5

 
—

 
62.3

 
—

Collateralized debt obligations
 
14.2

 
—

 
—

 
—

 
—

 
(14.2
)
 
—

 
—

Commercial mortgage-backed securities
 
—

 
1.1

 
—

 
—

 
—

 
—

 
1.1

 
—

Mortgage pass-through securities
 
1.3

 
(.2
)
 
—

 
—

 
—

 
—

 
1.1

 
—

Collateralized mortgage obligations
 
.1

 
—

 
—

 
—

 
—

 
—

 
.1

 
—

Total fixed maturities, available for sale
 
486.8

 
7.4

 
—

 
(.7
)
 
47.0

 
(141.1
)
 
399.4

 
—

Equity securities - corporate securities
 
26.2

 
.9

 
—

 
—

 
—

 
—

 
27.1

 
—

Trading securities:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Commercial mortgage-backed securities
 
—

 
—

 
—

 
(.4
)
 
29.1

 
—

 
28.7

 
(.4
)
Collateralized mortgage obligations
 
5.9

 
—

 
—

 
.1

 
—

 
—

 
6.0

 
.1

Total trading securities
 
5.9

 
—

 
—

 
(.3
)
 
29.1

 
—

 
34.7

 
(.3
)
Investments held by variable interest entities - corporate securities
 
—

 
3.0

 
—

 
(.1
)
 
1.0

 
—

 
3.9

 
—

Liabilities:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Liabilities for insurance products:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest-sensitive products - embedded derivatives associated with fixed index annuity products
 
(980.3
)
 
(12.2
)
 
.3

 
—

 
—

 
—

 
(992.2
)
 
.3

Total liabilities for insurance products
 
(980.3
)
 
(12.2
)
 
.3

 
—

 
—

 
—

 
(992.2
)
 
.3


47
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


_________
(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 pricing service information for certain assets that the Company is able to validate.
(b)
Purchases, sales, issuances and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability 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 and changes to embedded derivative instruments related to insurance products resulting from the issuance of new contracts, or changes to existing contracts.  The following summarizes such activity for the three months ended September 30, 2014 (dollars in millions):
 
Purchases
 
Sales
 
Issuances
 
Settlements
 
Purchases, sales, issuances and settlements, net
Assets:
 
 
 
 
 
 
 
 
 
Fixed maturities, available for sale:
 
 
 
 
 
 
 
 
 
Corporate securities
$
15.7

 
$
(9.1
)
 
$
—

 
$
—

 
$
6.6

Asset-backed securities
1.9

 
(2.0
)
 
—

 
—

 
(.1
)
Commercial mortgage-backed securities
1.1

 
—

 
—

 
—

 
1.1

Mortgage pass-through securities
—

 
(.2
)
 
—

 
—

 
(.2
)
Total fixed maturities, available for sale
18.7

 
(11.3
)
 
—

 
—

 
7.4

Equity securities - corporate securities
.9

 
—

 
—

 
—

 
.9

Investments held by variable interest entities - corporate securities
3.0

 
—

 
—

 
—

 
3.0

Liabilities:
 
 
 
 
 
 
 
 
 
Liabilities for insurance products:
 
 
 
 
 
 
 
 
 
Interest-sensitive products - embedded derivatives associated with fixed index annuity products
(29.2
)
 
3.9

 
(.5
)
 
13.6

 
(12.2
)
Total liabilities for insurance products
(29.2
)
 
3.9

 
(.5
)
 
13.6

 
(12.2
)

48
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


The following table presents additional information about assets and liabilities 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 nine months ended September 30, 2014 (dollars in millions):
 
 
September 30, 2014
 
 
 
 
Beginning balance as of December 31, 2013
 
Purchases, sales, issuances and settlements, net (b)
 
Total realized and unrealized gains (losses) included in net income
 
Total realized and unrealized gains (losses) included in accumulated other comprehensive income (loss)
 
Transfers into Level 3 (a)
 
Transfers out of Level 3 (a)
 
Assets of CLIC sold
 
Ending balance as of September 30, 2014
 
Amount of total gains (losses) for the nine months ended September 30, 2014 included in our net income relating to assets and liabilities still held as of the reporting date
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturities, available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
 
$
359.6

 
$
44.9

 
$
—

 
$
11.6

 
$
52.7

 
$
(82.8
)
 
$
(51.2
)
 
$
334.8

 
$
—

States and political subdivisions
 
—

 
—

 
—

 
.1

 
2.1

 
—

 
(2.2
)
 
—

 
—

Asset-backed securities
 
42.2

 
8.9

 
—

 
4.0

 
16.9

 
—

 
(9.7
)
 
62.3

 
—

Collateralized debt obligations
 
246.7

 
—

 
—

 
—

 
—

 
(246.7
)
 
—

 
—

 
—

Commercial mortgage-backed securities
 
—

 
1.1

 
—

 
—

 
—

 
—

 
—

 
1.1

 
—

Mortgage pass-through securities
 
1.6

 
(.5
)
 
—

 
—

 
—

 
—

 
—

 
1.1

 
—

Collateralized mortgage obligations
 
—

 
(.1
)
 
—

 
—

 
.2

 
—

 
—

 
.1

 
—

Total fixed maturities, available for sale
 
650.1

 
54.3

 
—

 
15.7

 
71.9

 
(329.5
)
 
(63.1
)
 
399.4

 
—

Equity securities - corporate securities
 
24.5

 
2.6

 
—

 
—

 
—

 
—

 
—

 
27.1

 
—

Trading securities:
 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

 
 

Commercial mortgage-backed securities
 
—

 
29.1

 
—

 
(.4
)
 
—

 
—

 
—

 
28.7

 
(.4
)
Collateralized mortgage obligations
 
—

 
—

 
—

 
.2

 
5.8

 
—

 
—

 
6.0

 
.2

Total trading securities
 
—

 
29.1

 
—

 
(.2
)
 
5.8

 
—

 
—

 
34.7

 
(.2
)
Investments held by variable interest entities - corporate securities
 
—

 
3.0

 
—

 
(.1
)
 
1.0

 
—

 
—

 
3.9

 
—

Liabilities:
 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

 
 

Liabilities for insurance products:
 
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 

 
 

Interest-sensitive products - embedded derivatives associated with fixed index annuity products
 
(903.7
)
 
(62.0
)
 
(26.5
)
 
—

 
—

 
—

 
—

 
(992.2
)
 
(26.5
)
Interest-sensitive products - embedded derivatives associated with modified coinsurance agreement
 
(1.8
)
 
1.8

 
—

 
—

 
—

 
—

 
—

 
—

 
—

Total liabilities for insurance products
 
(905.5
)
 
(60.2
)
 
(26.5
)
 
—

 
—

 
—

 
—

 
(992.2
)
 
(26.5
)

49
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


_________
(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 pricing service information for certain assets that the Company is able to validate.
(b)
Purchases, sales, issuances and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability 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 and changes to embedded derivative instruments related to insurance products resulting from the issuance of new contracts, or changes to existing contracts.  The following summarizes such activity for the nine months ended September 30, 2014 (dollars in millions):
 
Purchases
 
Sales
 
Issuances
 
Settlements
 
Purchases, sales, issuances and settlements, net
Assets:
 
 
 
 
 
 
 
 
 
Fixed maturities, available for sale:
 
 
 
 
 
 
 
 
 
Corporate securities
$
47.7

 
$
(2.8
)
 
$
—

 
$
—

 
$
44.9

Asset-backed securities
11.8

 
(2.9
)
 
—

 
—

 
8.9

Commercial mortgage-backed securities
1.1

 
—

 
—

 
—

 
1.1

Mortgage pass-through securities
1.1

 
(1.6
)
 
—

 
—

 
(.5
)
Collateralized mortgage obligations
—

 
(.1
)
 
—

 
—

 
(.1
)
Total fixed maturities, available for sale
61.7

 
(7.4
)
 
—

 
—

 
54.3

Equity securities - corporate securities
2.6

 
—

 
—

 
—

 
2.6

Trading securities - commercial mortgage-backed securities
29.1

 
—

 
—

 
—

 
29.1

Investments held by variable interest entities - corporate securities
3.0

 
—

 
—

 
—

 
3.0

Liabilities:
 
 
 
 
 
 
 
 
 
Liabilities for insurance products:
 
 
 
 
 
 
 
 
 
Interest-sensitive products - embedded derivatives associated with fixed index annuity products
(86.9
)
 
7.5

 
(25.1
)
 
42.5

 
(62.0
)
Interest-sensitive products - embedded derivatives associated with modified coinsurance agreement
—

 
3.4

 
(1.6
)
 
—

 
1.8

Total liabilities for insurance products
(86.9
)
 
10.9

 
(26.7
)
 
42.5

 
(60.2
)


50
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


The following table presents additional information about assets and liabilities 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 September 30, 2013 (dollars in millions):

 
September 30, 2013
 
 
Beginning balance as of June 30, 2013
 
Purchases, sales, issuances and settlements, net (b)
 
Total realized and unrealized gains (losses) included in net income
 
Total realized and unrealized gains (losses) included in accumulated other comprehensive income (loss)
 
Transfers into Level 3 (a)
 
Transfers out of Level 3 (a)
 
Ending balance as of September 30, 2013
 
Amount of total gains (losses) for the three months ended September 30, 2013 included in our net income relating to assets and liabilities still held as of the reporting date
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturities, available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
$
393.1

 
$
(2.1
)
 
$
—

 
$
1.4

 
$
12.9

 
$
(48.0
)
 
$
357.3

 
$
—

Asset-backed securities
45.4

 
(7.2
)
 
—

 
.3

 
—

 
(2.0
)
 
36.5

 
—

Collateralized debt obligations
287.6

 
(18.0
)
 
—

 
.6

 
—

 
(10.1
)
 
260.1

 
—

Commercial mortgage-backed securities
3.3

 
—

 
—

 
—

 
—

 
(3.3
)
 
—

 
—

Mortgage pass-through securities
1.8

 
(.1
)
 
—

 
—

 
—

 
—

 
1.7

 
—

Collateralized mortgage obligations
.1

 
—

 
—

 
—

 
—

 
—

 
.1

 
—

Total fixed maturities, available for sale
731.3

 
(27.4
)
 
—

 
2.3

 
12.9

 
(63.4
)
 
655.7

 
—

Equity securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
.1

 
.7

 
—

 
—

 
23.0

 
—

 
23.8

 
—

Venture capital investments
3.1

 
—

 
—

 
.2

 
—

 
—

 
3.3

 
—

Total equity securities
3.2

 
.7

 
—

 
.2

 
23.0

 
—

 
27.1

 
—

Trading securities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Asset-backed securities
—

 
—

 
—

 
.6

 
25.7

 
—

 
26.3

 
.6

Collateralized mortgage obligations
10.4

 
—

 
—

 
—

 
—

 
(4.8
)
 
5.6

 
—

Total trading securities
10.4

 
—

 
—

 
.6

 
25.7

 
(4.8
)
 
31.9

 
.6

Liabilities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Liabilities for insurance products:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest-sensitive products - embedded derivatives associated with fixed index annuity products
(796.3
)
 
(45.2
)
 
(1.4
)
 
—

 
—

 
—

 
(842.9
)
 
(1.4
)
Interest-sensitive products - embedded derivatives associated with modified coinsurance agreement
(2.6
)
 
.5

 
—

 
—

 
—

 
—

 
(2.1
)
 
—

Total liabilities for insurance products
(798.9
)
 
(44.7
)
 
(1.4
)
 
—

 
—

 
—

 
(845.0
)
 
(1.4
)

51
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


____________
(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 pricing service information for certain assets that the Company is able to validate.
(b)
Purchases, sales, issuances and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability 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 and changes to embedded derivative instruments related to insurance products resulting from the issuance of new contracts, or changes to existing contracts.  The following summarizes such activity for the three months ended September 30, 2013 (dollars in millions):

 
Purchases
 
Sales
 
Issuances
 
Settlements
 
Purchases, sales, issuances and settlements, net
Assets:
 
 
 
 
 
 
 
 
 
Fixed maturities, available for sale:
 
 
 
 
 
 
 
 
 
Corporate securities
$
—

 
$
(2.1
)
 
$
—

 
$
—

 
$
(2.1
)
Asset-backed securities
—

 
(7.2
)
 
—

 
—

 
(7.2
)
Collateralized debt obligations
5.9

 
(23.9
)
 
—

 
—

 
(18.0
)
Mortgage pass-through securities
—

 
(.1
)
 
—

 
—

 
(.1
)
Total fixed maturities, available for sale
5.9

 
(33.3
)
 
—

 
—

 
(27.4
)
Equity securities - corporate securities
.7

 
—

 
—

 
—

 
.7

Liabilities:
 
 
 
 
 
 
 
 
 
Liabilities for insurance products:
 
 
 
 
 
 
 
 
 
Interest-sensitive products - embedded derivatives associated with fixed index annuity products
(25.4
)
 
—

 
(30.0
)
 
10.2

 
(45.2
)
Interest-sensitive products - embedded derivatives associated with modified coinsurance agreement
—

 
.5

 
—

 
—

 
.5

Total liabilities for insurance products
(25.4
)
 
.5

 
(30.0
)
 
10.2

 
(44.7
)


52
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


The following table presents additional information about assets and liabilities 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 nine months ended September 30, 2013 (dollars in millions):

 
September 30, 2013
 
 
Beginning balance as of December 31, 2012
 
Purchases, sales, issuances and settlements, net (b)
 
Total realized and unrealized gains (losses) included in net income
 
Total realized and unrealized gains (losses) included in accumulated other comprehensive income (loss)
 
Transfers into Level 3 (a)
 
Transfers out of Level 3 (a)
 
Ending balance as of September 30, 2013
 
Amount of total gains (losses) for the nine months ended September 30, 2013 included in our net income relating to assets and liabilities still held as of the reporting date
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed maturities, available for sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
$
355.5

 
$
14.0

 
$
(.3
)
 
$
(12.8
)
 
$
13.2

 
$
(12.3
)
 
$
357.3

 
$
—

States and political subdivisions
13.1

 
—

 
—

 
—

 
—

 
(13.1
)
 
—

 
—

Asset-backed securities
44.0

 
(4.5
)
 
.1

 
(3.1
)
 
—

 
—

 
36.5

 
—

Collateralized debt obligations
324.0

 
(70.5
)
 
.1

 
6.5

 
—

 
—

 
260.1

 
—

Commercial mortgage-backed securities
6.2

 
—

 
—

 
—

 
—

 
(6.2
)
 
—

 
—

Mortgage pass-through securities
1.9

 
(.2
)
 
—

 
—

 
—

 
—

 
1.7

 
—

Collateralized mortgage obligations
16.9

 
(.1
)
 
—

 
—

 
—

 
(16.7
)
 
.1

 
—

Total fixed maturities, available for sale
761.6

 
(61.3
)
 
(.1
)
 
(9.4
)
 
13.2

 
(48.3
)
 
655.7

 
—

Equity securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate securities
.1

 
34.7

 
—

 
(11.0
)
 
—

 
—

 
23.8

 
—

Venture capital investments
2.8

 
—

 
—

 
.5

 
—

 
—

 
3.3

 
—

Total equity securities
2.9

 
34.7

 
—

 
(10.5
)
 
—

 
—

 
27.1

 
—

Trading securities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

States and political subdivisions
.6

 
—

 
—

 
—

 
—

 
(.6
)
 
—

 
—

Asset-backed securities
—

 
—

 
—

 
(.4
)
 
26.7

 
—

 
26.3

 
(.4
)
Collateralized debt obligations
7.3

 
(7.7
)
 
.6

 
(.2
)
 
—

 
—

 
—

 
(.2
)
Collateralized mortgage obligations
5.8

 
—

 
—

 
(.2
)
 
—

 
—

 
5.6

 
(.2
)
Total trading securities
13.7

 
(7.7
)
 
.6

 
(.8
)
 
26.7

 
(.6
)
 
31.9

 
(.8
)
Liabilities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Liabilities for insurance products:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Interest-sensitive products - embedded derivatives associated with fixed index annuity products
(734.0
)
 
(141.0
)
 
32.1

 
—

 
—

 
—

 
(842.9
)
 
32.1

Interest-sensitive products - embedded derivatives associated with modified coinsurance agreement
(5.5
)
 
3.4

 
—

 
—

 
—

 
—

 
(2.1
)
 
—

Total liabilities for insurance products
(739.5
)
 
(137.6
)
 
32.1

 
—

 
—

 
—

 
(845.0
)
 
32.1


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


____________
(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 pricing service information for certain assets that the Company is able to validate.
(b)
Purchases, sales, issuances and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability 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 and changes to embedded derivative instruments related to insurance products resulting from the issuance of new contracts, or changes to existing contracts.  The following summarizes such activity for the nine months ended September 30, 2013 (dollars in millions):

 
Purchases
 
Sales
 
Issuances
 
Settlements
 
Purchases, sales, issuances and settlements, net
Assets:
 
 
 
 
 
 
 
 
 
Fixed maturities, available for sale:
 
 
 
 
 
 
 
 
 
Corporate securities
$
24.0

 
$
(10.0
)
 
$
—

 
$
—

 
$
14.0

Asset-backed securities
7.6

 
(12.1
)
 
—

 
—

 
(4.5
)
Collateralized debt obligations
6.0

 
(76.5
)
 
—

 
—

 
(70.5
)
Mortgage pass-through securities
—

 
(.2
)
 
—

 
—

 
(.2
)
Collateralized mortgage obligations
—

 
(.1
)
 
—

 
—

 
(.1
)
Total fixed maturities, available for sale
37.6

 
(98.9
)
 
—

 
—

 
(61.3
)
Equity securities - corporate securities
34.7

 
—

 
—

 
—

 
34.7

Trading securities - collateralized debt obligations
—

 
(7.7
)
 
—

 
—

 
(7.7
)
Liabilities:
 
 
 
 
 
 
 
 
 
Liabilities for insurance products:
 
 
 
 
 
 
 
 
 
Interest-sensitive products - embedded derivatives associated with fixed index annuity products
(78.2
)
 
1.4

 
(94.2
)
 
30.0

 
(141.0
)
Interest-sensitive products - embedded derivatives associated with modified coinsurance agreement
—

 
3.4

 
—

 
—

 
3.4

Total liabilities for insurance products
(78.2
)
 
4.8

 
(94.2
)
 
30.0

 
(137.6
)


At September 30, 2014, 82 percent of our Level 3 fixed maturities, available for sale, were investment grade and 84 percent and nil percent of our Level 3 fixed maturities, available for sale, consisted of corporate securities and structured securities, respectively.

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 reinsurer accounts and other special-purpose portfolios, net realized investment gains (losses) or insurance policy benefits within the consolidated statement of operations or accumulated other comprehensive income within shareholders' equity based on the appropriate accounting treatment for the instrument.

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



The amount presented for gains (losses) included in our net loss for assets and liabilities still held as of the reporting date primarily represents impairments for fixed maturities, available for sale, changes in fair value of trading securities and certain derivatives and changes in fair value of embedded derivative instruments included in liabilities for insurance products that exist as of the reporting date.

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 September 30, 2014 (dollars in millions):

 
Fair value at September 30, 2014
 
Valuation technique(s)
 
Unobservable inputs
 
Range (weighted average)
Assets:
 
 
 
 
 
 
 
Corporate securities (a)
$
262.9

 
Discounted cash flow analysis
 
Discount margins
 
1.55% - 5.11% (2.43%)
Asset-backed securities (b)
29.3

 
Discounted cash flow analysis
 
Discount margins
 
2.03% - 4.15% (2.94%)
Equity security (c)
27.1

 
Market approach
 
Projected cash flows
 
Not applicable
Other assets categorized as Level 3 (d)
145.8

 
Unadjusted third-party price source
 
Not applicable
 
Not applicable
Total
465.1

 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Interest-sensitive products (e)
992.2

 
Discounted projected embedded derivatives
 
Projected portfolio yields
 
5.35% - 6.63% (5.60%)
 
 
 
 
 
Discount rates
 
0.00 - 3.42% (2.03%)
 
 
 
 
 
Surrender rates
 
2.80% - 54.60% (14.39%)
________________________________
(a)
Corporate securities - The significant unobservable input used in the fair value measurement of our corporate securities is discount margin added to a riskless market yield. Significant increases (decreases) in discount margin in isolation would result in a significantly lower (higher) fair value measurement.
(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 result in a significantly lower (higher) fair value measurement.
(c)
Equity security - This equity security represents an investment in a company that is constructing a manufacturing facility. The significant unobservable input is the cash flows that will be generated upon completion of the manufacturing facility. Given the nature of this investment, the best current indicator of value is the cost basis of the investment, which we believe approximates market value.
(d)
Other assets categorized as Level 3 - For these assets, there were no adjustments to quoted market prices obtained from third-party pricing sources.
(e)
Interest-sensitive products - The significant unobservable inputs used in the fair value measurement of our interest-sensitive products are projected portfolio yields, discount rates and surrender rates. Increases (decreases) in projected portfolio yields in isolation would lead to a higher (lower) fair value measurement. The discount rate is based on the Treasury rate adjusted by a margin. Increases (decreases) in the discount rates would lead to 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.


55
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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, 2013 (dollars in millions):

 
Fair value at December 31, 2013
 
Valuation technique(s)
 
Unobservable inputs
 
Range (weighted average)
Assets:
 
 
 
 
 
 
 
Corporate securities (a)
$
260.3

 
Discounted cash flow analysis
 
Discount margins
 
1.65% - 2.90% (2.36%)
Asset-backed securities (b)
35.1

 
Discounted cash flow analysis
 
Discount margins
 
2.03% - 4.20% (3.09%)
Collateralized debt obligations (c)
240.7

 
Discounted cash flow analysis
 
Recoveries
 
64% - 67% (65.8%)
 
 
 
 
 
Constant prepayment rate
 
20%
 
 
 
 
 
Discount margins
 
.95% - 2.00% (1.32%)
 
 
 
 
 
Annual default rate
 
1.14% - 5.57% (3.05%)
 
 
 
 
 
Portfolio CCC %
 
1.52% - 21.79% (12.57%)
Equity security (d)
24.5

 
Market approach
 
Projected cash flows
 
Not applicable
Other assets categorized as Level 3 (e)
114.0

 
Unadjusted third-party price source
 
Not applicable
 
Not applicable
Total
674.6

 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Interest-sensitive products (f)
905.5

 
Discounted projected embedded derivatives
 
Projected portfolio yields
 
5.35% - 6.63% (5.60%)
 
 
 
 
 
Discount rates
 
0.00 - 4.64% (2.47%)
 
 
 
 
 
Surrender rates
 
2.80% - 54.60% (14.39%)
________________________________
(a)
Corporate securities - The significant unobservable input used in the fair value measurement of our corporate securities is discount margin added to a riskless market yield. Significant increases (decreases) in discount margin in isolation would result in a significantly lower (higher) fair value measurement.
(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 result in a significantly lower (higher) fair value measurement.
(c)
Collateralized debt obligations - The significant unobservable inputs used in the fair value measurement of our collateralized debt obligations relate to collateral performance, including default rate, recoveries and constant prepayment rate, as well as discount margins of the underlying collateral. Significant increases (decreases) in default rate in isolation would result in a significantly lower (higher) fair value measurement. Generally, a significant increase (decrease) in the constant prepayment rate and recoveries in isolation would result in a significantly higher (lower) fair value measurement. Generally a significant increase (decrease) in discount margin in isolation would result in a significantly lower (higher) fair value measurement. Generally, a change in the assumption used for the annual default rate is accompanied by a directionally similar change in the assumption used for discount margins and portfolio CCC % and a directionally opposite change in the assumption used for constant prepayment rate and recoveries. A tranche's payment priority and investment cost basis could alter generalized fair value outcomes.
(d)
Equity security - This equity security represents an investment in a company that is constructing a manufacturing facility. The significant unobservable input is the cash flows that will be generated upon completion of the manufacturing facility. Given the nature of this investment, the best current indicator of value is the cost basis of the investment, which we believe approximates market value.

56
Table of Contents
CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
___________________


(e)
Other assets categorized as Level 3 - For these assets, there were no adjustments to quoted market prices obtained from third-party pricing sources.
(f)
Interest-sensitive products - The significant unobservable inputs used in the fair value measurement of our interest-sensitive products are projected portfolio yields, discount rates and surrender rates. Increases (decreases) in projected portfolio yields in isolation would lead to a higher (lower) fair value measurement. The discount rate is based on the Treasury rate adjusted by a margin. Increases (decreases) in the discount rates would lead to 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.

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 at September 30, 2014, and its consolidated results of operations for the nine months ended September 30, 2014 and 2013, and, where appropriate, factors that may affect future financial performance. Please read this discussion in conjunction with the accompanying consolidated financial statements and notes.

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" 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 2013 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:

•
changes in or sustained low interest rates causing reductions in investment income, the margins of our fixed annuity and life insurance businesses, and sales of, and demand for, our products;

•
expectations of lower future investment earnings may cause us to accelerate amortization, write down the balance of insurance acquisition costs or establish additional liabilities for insurance products;

•
general economic, market and political conditions, including the performance of the financial markets 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;

•
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 and other factors which may affect the profitability of our insurance products;

•
changes in our assumptions related to deferred acquisition costs or the present value of future profits;

•
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;

•
changes in accounting principles and the interpretation thereof;

57

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________


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

•
our ability to achieve anticipated expense reductions and levels of operational efficiencies including improvements in claims adjudication and continued automation and rationalization of operating systems;

•
performance and valuation of our investments, including the impact of realized losses (including other-than-temporary impairment charges);

•
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;

•
our ability to maintain effective controls over financial reporting;

•
our ability to continue to recruit and retain productive agents and distribution partners and customer response to new products, distribution channels and marketing initiatives;

•
our ability to achieve additional upgrades of 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;

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

•
regulatory changes or actions, including those relating to regulation of the financial affairs of our insurance companies, such as the payment of dividends and surplus debenture interest to us, regulation of the sale, underwriting and pricing of products, and health care regulation affecting health insurance products;

•
determination of the final sales price and net proceeds for the sale of CLIC; and

•
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.

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 operating throughout the United States that develop, market and administer health insurance, annuity, individual life insurance and other insurance products.  We focus on serving the senior and middle-income markets, which we believe are attractive, underserved, high growth markets.  We sell our products through three distribution channels: career agents, independent producers (some of whom sell one or more of our product lines exclusively) and direct marketing.

Prior to 2014, the Company managed its business through the following operating segments: Bankers Life, Washington National and Colonial Penn, which are defined on the basis of product distribution; Other CNO Business, comprised primarily of products we no longer sell actively; and corporate operations, comprised of holding company activities and certain

58

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

noninsurance company businesses.  As a result of the sale of CLIC which was completed on July 1, 2014 and the coinsurance agreements to cede certain long-term care business effective December 31, 2013 (as further described in the note to the consolidated financial statements entitled "Reinsurance"), management has changed the manner in which it disaggregates the Company's operations for making operating decisions and assessing performance. In periods prior to 2014: (i) the results in the Washington National segment have been adjusted to include the results from the business in the Other CNO Business segment that are being retained; (ii) the Other CNO Business segment included only the long-term care business that was ceded effective December 31, 2013 and the overhead expense of CLIC that is expected to continue after the completion of the sale; and (iii) the CLIC business being sold is excluded from our analysis of business segment results. Beginning on January 1, 2014: (i) the overhead expense of CLIC that is expected to continue after the completion of the sale has been reallocated primarily to the Bankers Life and Washington National segments; (ii) there is no longer an Other CNO Business segment; and (iii) the CLIC business being sold continues to be excluded from our analysis of business segment results. After the completion of the sale of CLIC: (i) the Bankers Life segment includes the results of certain life insurance business that was recaptured from Wilton Re; and (ii) the revenues and expenses associated with a transition services agreement and a special support services agreement with Wilton Re are included in our non-operating earnings. Under such agreements, we will receive $30 million in the year ending June 30, 2015 and $20 million in the year ending June 30, 2016. In addition, certain services will continue to be provided in the three years ending June 30, 2019 for an annual fee of $.2 million. The income we receive from these services agreements will offset certain of our overhead costs. If we are not successful in reducing our overhead costs to the same extent as the reduction in fees to be received from Wilton Re over the period of the agreements, our results of operations will be adversely affected. Our prior period segment disclosures have been revised to reflect management's current view of the Company's operating segments. The Company’s insurance segments are described below:

•
Bankers Life, which markets and distributes Medicare supplement insurance, interest-sensitive life insurance, traditional life insurance, fixed annuities and long-term care insurance products to the middle-income senior market through a dedicated field force of career agents and sales managers supported by a network of community-based sales offices.  The Bankers Life segment includes primarily the business of Bankers Life and Casualty Company.  Bankers Life also markets and distributes Medicare Advantage plans primarily through distribution arrangements with Humana, Inc. and United HealthCare and PDP primarily through a distribution arrangement with Coventry.

•
Washington National, which markets and distributes supplemental health (including specified disease, accident and hospital indemnity insurance products) and life insurance to middle-income consumers at home and at the worksite.  These products are marketed through Performance Matters Associates of Texas, Inc. ("PMA") and through independent marketing organizations and insurance agencies including worksite marketing.  The products being marketed are underwritten by Washington National.

•
Colonial Penn, which markets primarily graded benefit and simplified issue life insurance directly to customers in the senior middle-income market through television advertising, direct mail, the internet and telemarketing.  The Colonial Penn segment includes primarily the business of Colonial Penn Life Insurance Company ("Colonial Penn").

The following summarizes our earnings for the three and nine months ending September 30, 2014 and 2013 (dollars in millions, except per share data):

59

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Income before the net loss on the sale of CLIC and gain on reinsurance transactions, the earnings of CLIC prior to being sold, net realized investment gains (losses), fair value changes in embedded derivative liabilities, equity in earnings of certain non-strategic investments and earnings attributable to VIEs, net revenue pursuant to transition and support services agreements, corporate interest expense, loss on extinguishment or modification of debt and income taxes ("EBIT" a non-GAAP financial measure) (a):
 
 
 
 
 
 
 
Bankers Life
$
111.8

 
$
86.3

 
$
283.4

 
$
227.5

Washington National
27.6

 
33.0

 
91.0

 
102.8

Colonial Penn
.4

 
(4.2
)
 
(2.0
)
 
(8.4
)
Other CNO Business:
 
 
 
 
 
 
 
Losses from the long-term care business reinsured effective December 31, 2013
—

 
(1.0
)
 
—

 
(5.9
)
Overhead expense of CLIC allocated to other segments effective January 1, 2014
—

 
(4.7
)
 
—

 
(14.3
)
EBIT from business segments continuing after the CLIC sale
139.8

 
109.4

 
372.4

 
301.7

Corporate operations, excluding corporate interest expense
(9.1
)
 
9.4

 
(30.6
)
 
14.8

EBIT from operations continuing after the CLIC sale
130.7

 
118.8

 
341.8

 
316.5

Corporate interest expense
(10.9
)
 
(11.7
)
 
(33.1
)
 
(39.9
)
Operating earnings before taxes
119.8

 
107.1

 
308.7

 
276.6

Tax expense on operating income
43.2

 
34.4

 
108.5

 
94.4

Net operating income
76.6

 
72.7

 
200.2

 
182.2

Earnings of CLIC prior to being sold (net of taxes)
—

 
5.5

 
15.2

 
15.8

Net loss on sale of CLIC and gain on reinsurance transactions (including impact of taxes)
22.9

 
—

 
(272.6
)
 
—

Net realized investment gains (net of related amortization and taxes)
2.6

 
(1.1
)
 
23.7

 
7.7

Fair value changes in embedded derivative liabilities (net of related amortization and taxes)
—

 
2.2

 
(12.0
)
 
15.6

Equity in earnings of certain non-strategic investments and earnings attributable to VIEs (net of taxes)
(2.4
)
 
(3.0
)
 
(8.3
)
 
(7.5
)
Net revenue pursuant to transition and support services agreements (net of taxes)
.9

 
—

 
.9

 
—

Loss on extinguishment or modification of debt (net of taxes)
—

 
—

 
(.4
)
 
(64.0
)
Valuation allowance for deferred tax assets and other tax items (b)
16.8

 
206.7

 
20.8

 
222.2

Net income (loss)
$
117.4

 
$
283.0

 
$
(32.5
)
 
$
372.0

Per diluted share:
 
 
 
 
 
 
 
Net operating income
$
.35

 
$
.32

 
$
.93

 
$
.78

Earnings of CLIC prior to being sold (net of taxes)
—

 
.02

 
.07

 
.07

Net loss on sale of CLIC and gain on reinsurance transactions (including impact of taxes)
.11

 
—

 
(1.26
)
 
—

Net realized investment gains (net of related amortization and taxes)
.01

 
(.01
)
 
.11

 
.03

Fair value changes in embedded derivative liabilities (net of related amortization and taxes)
—

 
.01

 
(.06
)
 
.06

Equity in earnings of certain non-strategic investments and earnings attributable to VIEs (net of taxes)
(.01
)
 
(.01
)
 
(.04
)
 
(.03
)
Net revenue pursuant to transition and support services agreements (net of taxes)
—

 
—

 
—

 
—

Loss on extinguishment or modification of debt (net of taxes)
—

 
—

 
—

 
(.27
)
Valuation allowance for deferred tax assets and other tax items (b)
.08

 
.90

 
.10

 
.95

Net income (loss)
$
.54

 
$
1.23

 
$
(.15
)
 
$
1.59


60

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

____________
(a)
Management believes that an analysis of EBIT provides a clearer comparison of the operating results of the Company from period to period because it excludes:  (i) the net loss on the sale of CLIC and gain on reinsurance transactions, including impact of taxes; (ii) the earnings of CLIC prior to being sold, net of taxes; (iii) net realized investment gains or losses, net of related amortization and taxes; (iv) fair value changes due to fluctuations in the interest rates used to discount embedded derivative liabilities related to our fixed index annuities, net of related amortization and taxes; (v) equity in earnings of certain non-strategic investments and earnings attributable to VIEs, net of taxes; (vi) net revenue pursuant to transition and support services agreements, net of taxes: (vii) loss on extinguishment or modification of debt, net of taxes; and (viii) changes in the valuation allowance for deferred tax assets. Net realized investment gains or losses include: (i) gains or losses on the sales of investments; (ii) other-than-temporary impairments recognized through net income; and (iii) changes in fair value of certain fixed maturity investments with embedded derivatives.  The table above reconciles the non-GAAP measure to the corresponding GAAP measure.
(b)
Increase in valuation allowance of $19.4 million in the nine months ended September 30, 2014, related to the expected change in future taxable income following the sale of CLIC, is included in the "net loss on sale of CLIC and gain on related reinsurance transaction (including impact of taxes)".

CRITICAL ACCOUNTING POLICIES

Refer to "Critical Accounting Policies" in our 2013 Annual Report on Form 10-K for information on our other accounting policies that we consider critical in preparing our consolidated financial statements.


61

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

RESULTS OF OPERATIONS

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

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Pre-tax operating earnings (a non-GAAP measure) (a):
 
 
 
 
 
 
 
Bankers Life
$
111.8

 
$
86.3

 
$
283.4

 
$
227.5

Washington National
27.6

 
33.0

 
91.0

 
102.8

Colonial Penn
.4

 
(4.2
)
 
(2.0
)
 
(8.4
)
Corporate operations
(20.0
)
 
(2.3
)
 
(63.7
)
 
(25.1
)
Other CNO Business
—

 
(5.7
)
 
—

 
(20.2
)
 
119.8

 
107.1

 
308.7

 
276.6

Gain on reinsurance transactions:
 
 
 
 
 
 
 
Bankers Life
26.1

 
—

 
26.1

 
—

Washington National
—

 
—

 
3.8

 
—

 
26.1

 
—

 
29.9

 
—

Net realized investment gains (losses), net of related amortization:
 
 
 
 
 
 
 
Bankers Life
.8

 
(1.6
)
 
4.2

 
9.2

Washington National
3.6

 
1.1

 
33.9

 
3.6

Colonial Penn
.6

 
(.1
)
 
1.0

 
—

Corporate operations
(1.1
)
 
(1.2
)
 
(2.7
)
 
(1.0
)
 
3.9

 
(1.8
)
 
36.4

 
11.8

Fair value changes in embedded derivative liabilities, net of related amortization:
 
 
 
 
 
 
 
Bankers Life
(.1
)
 
3.4

 
(18.3
)
 
23.7

Washington National
—

 
—

 
(.2
)
 
.3

 
(.1
)
 
3.4

 
(18.5
)
 
24.0

Equity in earnings of certain non-strategic investments and earnings attributable to VIEs:
 
 
 
 
 
 
 
Corporate operations
(2.6
)
 
(2.8
)
 
(8.8
)
 
(7.6
)
Net revenue pursuant to transition and support services agreements, net of taxes
 
 
 
 
 
 
 
Corporate operations
1.3

 
—

 
1.3

 
—

Loss on extinguishment or modification of debt:
 
 
 
 
 
 
 
Corporate operations
—

 
—

 
(.6
)
 
(65.4
)
Amounts related to CLIC prior to being sold:
 
 
 
 
 
 
 
Earnings of CLIC prior to being sold
—

 
8.5

 
23.4

 
24.3

Loss on sale of CLIC
6.0

 
—

 
(272.6
)
 
—

 
6.0

 
8.5

 
(249.2
)
 
24.3

Income (loss) before income taxes:
 
 
 
 
 
 
 
Bankers Life
138.6

 
88.1

 
295.4

 
260.4

Washington National
31.2

 
34.1

 
128.5

 
106.7

Colonial Penn
1.0

 
(4.3
)
 
(1.0
)
 
(8.4
)
Corporate operations
(22.4
)
 
(6.3
)
 
(74.5
)
 
(99.1
)
Other CNO Business
—

 
(5.7
)
 
—

 
(20.2
)
Amount related to CLIC prior to being sold
6.0

 
8.5

 
(249.2
)
 
24.3

Income (loss) before income taxes
$
154.4

 
$
114.4

 
$
99.2

 
$
263.7


62

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

____________________
(a)
These non-GAAP measures as presented in the above table and in the following segment financial data and discussions of segment results exclude the net loss on the sale of CLIC and gain on reinsurance transactions, the earnings of CLIC prior to being sold, net realized investment gains (losses), fair value changes in embedded derivative liabilities, net of related amortization, equity in earnings of certain non-strategic investments and earnings attributable to VIEs, net revenue pursuant to transition and support services agreements, loss on extinguishment or modification of debt and before income taxes.  These are considered non-GAAP financial measures.  A non-GAAP measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.

These non-GAAP financial measures of "pre-tax operating earnings" differ from "income (loss) before income taxes" as presented in our consolidated statement of operations prepared in accordance with GAAP due to the exclusion of the net loss on the sale of CLIC and gain on reinsurance transactions, the earnings of CLIC prior to being sold, realized investment gains (losses), fair value changes in embedded derivative liabilities, net of related amortization, equity in earnings of certain non-strategic investments and earnings attributable to VIEs, net revenue pursuant to transition and support services agreements and loss on extinguishment or modification of debt.  We measure segment performance excluding these items because we believe that this performance measure is a better indicator of the ongoing businesses 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 realized investment gains (losses), and a long-term focus is necessary to maintain profitability over the life of the business. Realized investment gains (losses), fair value changes in embedded derivative liabilities and equity in earnings of certain non-strategic investments and earnings attributable to VIEs depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our segments.  However, "pre-tax operating earnings" does not replace "income (loss) before income taxes" as a measure of overall profitability.

We may experience realized investment gains (losses), which will affect future earnings levels since our underlying business is long-term in nature and we need to earn the assumed interest rates on the investments backing our liabilities for insurance products to maintain the profitability of our business.  In addition, management uses this non-GAAP financial measure 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 allows them to make more informed judgments about the Company as a whole.  These measures also highlight operating trends that might not otherwise be transparent.  The table above reconciles the non-GAAP measure to the corresponding GAAP measure.

General: CNO is the top tier holding company for a group of insurance companies operating throughout the United States that develop, market and administer health insurance, annuity, individual life insurance and other insurance products. We distribute these products through our Bankers Life segment, which utilizes a career agency force, through our Washington National segment, which utilizes independent producers and through our Colonial Penn segment, which utilizes direct response marketing.

Our pre-tax operating earnings in the three months ended September 30, 2014, included: (i) $11.0 million of favorable reserve developments in Bankers Life's long-term care block (including $2.8 million of favorable one-time catch-up reserve releases related to the use of a new process to identify changes in the status of our insureds in a more timely manner); (ii) $2.5 million of favorable reserve developments in Bankers Life's Medicare supplement block; and (iii) $2.5 million of unfavorable premium refunds in Washington National's supplemental health insurance block (related to the same process used on Bankers Life's long-term care block to identify changes in the status of our insureds in a more timely manner).

The process described in the preceding paragraph uses various sources including the death master file from the Social Security Administration to identify the death of insureds. In the third quarter of 2014, we implemented an enhanced process to more timely identify the insured's status. We applied this same process to our health, annuity and life businesses with each line of business impacted differently.


63

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Bankers Life's long-term care block benefited by $2.8 million in pre-tax earnings as a result of a one-time increase in mortality and associated reserve releases. The impacted policies were primarily paid-up coverages and the impact on premiums was not material.

Washington National's supplemental health block was negatively impacted by a $2.5 million reduction to premiums as we sell joint and family policies where the passing of one insured results in the lowering of the premium. In these cases, we issue a premium refund to the policyholder.

In recent years, we conducted our annual review of the impact of future new money rate assumptions on our loss reserves in the third quarter. Given the lower interest rate environment experienced in recent years, these assumptions have resulted in increases to future loss reserves primarily resulting from decreased projected future investment yields related to interest-sensitive life insurance blocks of CLIC. With the sale of CLIC, we have moved our comprehensive annual review of core prospective insurance assumptions, including new money rates, to the fourth quarter to align with our annual loss recognition and cash flow testing.

Although we are not currently aware of any material adverse changes in our assumptions, changes in long-term interest rate assumptions can impact the income we earn on investments supporting our insurance blocks, particularly for Bankers Life's long-term care block of business. For example, a 50 basis point reduction in the level of new money rates (assuming the current level of turnover in our general account investments) would have an estimated $7 million impact on our pre-tax investment income in the first year. Such impact would increase each year if the low interest rate environment continued.




64

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Bankers Life (dollars in millions)
 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Premium collections:
 
 
 
 
 
 
 
Annuities
$
181.5

 
$
190.2

 
$
572.8

 
$
539.5

Medicare supplement and other supplemental health
314.6

 
315.9

 
940.2

 
975.6

Life
113.9

 
94.2

 
309.4

 
274.8

Total collections
$
610.0

 
$
600.3

 
$
1,822.4

 
$
1,789.9

Average liabilities for insurance products:
 
 
 
 
 
 
 
Fixed index annuities
$
3,687.0

 
$
3,224.6

 
$
3,575.2

 
$
3,131.8

Deferred annuities
3,796.5

 
4,091.9

 
3,889.7

 
4,166.6

SPIAs and supplemental contracts:
 
 
 
 
 
 
 
Mortality based
202.8

 
223.3

 
204.1

 
226.6

Deposit based
148.3

 
156.2

 
148.8

 
157.6

Health:
 
 
 
 
 
 
 
Long-term care
4,788.5

 
4,507.3

 
4,679.7

 
4,665.6

Medicare supplement
324.2

 
326.6

 
331.0

 
332.4

Other health
47.9

 
45.3

 
47.2

 
45.2

Life:
 
 
 
 
 
 
 
Interest sensitive
576.4

 
497.4

 
554.0

 
481.8

Non-interest sensitive
870.4

 
624.3

 
745.5

 
597.6

Total average liabilities for insurance products, net of reinsurance ceded
$
14,442.0

 
$
13,696.9

 
$
14,175.2

 
$
13,805.2

Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
416.4

 
$
407.4

 
$
1,240.8

 
$
1,244.5

Net investment income:
 
 
 
 
 
 
 
General account invested assets
225.9

 
212.4

 
666.2

 
636.2

Fixed index products
5.3

 
23.0

 
37.0

 
87.5

Fee revenue and other income
7.0

 
5.8

 
18.1

 
13.5

Total revenues
654.6

 
648.6

 
1,962.1

 
1,981.7

Expenses:
 
 
 
 
 
 
 
Insurance policy benefits
345.9

 
357.0

 
1,067.6

 
1,101.2

Amounts added to policyholder account balances:
 
 
 
 
 
 
 
Cost of interest credited to policyholders
31.0

 
35.3

 
96.1

 
107.2

Cost of options to fund index credits, net of forfeitures
12.2

 
11.7

 
36.3

 
35.4

Market value changes credited to policyholders
5.8

 
23.3

 
37.8

 
88.1

Amortization related to operations
47.1

 
39.7

 
140.7

 
139.9

Interest expense on investment borrowings
2.0

 
1.8

 
5.8

 
4.9

Other operating costs and expenses
98.8

 
93.5

 
294.4

 
277.5

Total benefits and expenses
542.8

 
562.3

 
1,678.7

 
1,754.2

Income before gain on reinsurance transaction, net realized investment gains (losses), net of related amortization, and fair value changes in embedded derivative liabilities, net of related amortization, and income taxes
111.8

 
86.3

 
283.4

 
227.5

Gain on reinsurance transaction
26.1

 
—

 
26.1

 
—

Net realized investment gains (losses)
.8

 
(1.6
)
 
4.3

 
10.3

Amortization related to net realized investment gains (losses)
—

 
—

 
(.1
)
 
(1.1
)
Net realized investment gains (losses), net of related amortization
.8

 
(1.6
)
 
4.2

 
9.2

Insurance policy benefits - fair value changes in embedded derivative liabilities
(.2
)
 
5.0

 
(24.5
)
 
35.5

Amortization related to fair value changes in embedded derivative liabilities
.1

 
(1.6
)
 
6.2

 
(11.8
)
Fair value changes in embedded derivative liabilities, net of related amortization
(.1
)
 
3.4

 
(18.3
)
 
23.7

Income before income taxes
$
138.6

 
$
88.1

 
$
295.4

 
$
260.4


65

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Health benefit ratios:
 
 
 
 
 
 
 
All health lines:
 
 
 
 
 
 
 
Insurance policy benefits
$
283.6

 
$
297.9

 
$
892.3

 
$
918.7

Benefit ratio (a)
88.8
%
 
92.2
%
 
91.9
%
 
92.8
%
Medicare supplement:
 
 
 
 
 
 
 
Insurance policy benefits
$
128.5

 
$
127.8

 
$
394.3

 
$
384.0

Benefit ratio (a)
66.2
%
 
67.0
%
 
67.8
%
 
67.6
%
PDP:
 
 
 
 
 
 
 
Insurance policy benefits
$
—

 
$
—

 
$
5.3

 
$
15.9

Benefit ratio (a)
N/A

 
N/A

 
77.9
%
 
80.5
%
Long-term care:
 
 
 
 
 
 
 
Insurance policy benefits
$
155.2

 
$
170.2

 
$
492.7

 
$
518.9

Benefit ratio (a)
123.6
%
 
128.4
%
 
129.0
%
 
129.1
%
Interest-adjusted benefit ratio (b)
70.5
%
 
79.4
%
 
77.0
%
 
80.8
%
______________
(a)
We calculate benefit ratios by dividing the related product's insurance policy benefits by insurance policy income.
(b)
We calculate the interest-adjusted benefit ratio (a non-GAAP measure) for Bankers Life's long-term care products by dividing such product's insurance policy benefits less the imputed interest income on the accumulated assets backing the insurance liabilities by policy income. These are considered non-GAAP financial measures. A non-GAAP measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.

These non-GAAP financial measures of "interest-adjusted benefit ratios" differ from "benefit ratios" due to the deduction of imputed interest income on the accumulated assets backing the insurance liabilities from the product's insurance policy benefits used to determine the ratio. Interest income is an important factor in measuring the performance of health products that are expected to be inforce for a longer duration of time, are not subject to unilateral changes in provisions (such as non-cancelable or guaranteed renewable contracts) and require the performance of various functions and services (including insurance protection) for an extended period of time. The net cash flows from long-term care products generally cause an accumulation of amounts in the early years of a policy (accounted for as reserve increases) that will be paid out as benefits in later policy years (accounted for as reserve decreases). Accordingly, as the policies age, the benefit ratio will typically increase, but the increase in benefits will be partially offset by the imputed interest income earned on the accumulated assets. The interest-adjusted benefit ratio reflects the effects of such interest income offset (which is equal to the tabular interest on the related insurance liabilities). Since interest income is an important factor in measuring the performance of this product, management believes a benefit ratio that includes the effect of interest income is useful in analyzing product performance. We utilize the interest-adjusted benefit ratio in measuring segment performance because we believe that this performance measure is a better indicator of the ongoing businesses and trends in the business. However, the "interest-adjusted benefit ratio" does not replace the "benefit ratio" as a measure of current period benefits to current period insurance policy income. Accordingly, management reviews both "benefit ratios" and "interest-adjusted benefit ratios" when analyzing the financial results attributable to these products. The imputed investment income earned on the accumulated assets backing Bankers Life's long-term care reserves was $66.6 million and $64.9 million in the three months ended September 30, 2014 and 2013, respectively, and was $198.6 million and $194.0 million in the nine months ended September 30, 2014 and 2013, respectively.

The Bankers Life segment included approximately $3 million of additional pre-tax earnings (including the impact of favorable mortality of $.5 million) in the third quarter of 2014 from the recapture of a block of life insurance business previously ceded to Wilton Re.


66

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Total premium collections were $610.0 million in the third quarter of 2014, up 1.6 percent from 2013, and were $1,822.4 million in the first nine months of 2014, up 1.8 percent from 2013. See "Premium Collections" for further analysis of Bankers Life's premium collections.

Average liabilities for insurance products, net of reinsurance ceded were $14.4 billion in the third quarter of 2014, up 5.4 percent from 2013, and were $14.2 billion in the first nine months of 2014, up 2.7 percent from 2013. Such average insurance liabilities for certain long-term care products were increased by $164.5 million and $12.9 million in the third quarters of 2014 and 2013, respectively, and $82.9 million and $211.6 million in the nine months ended September 30, 2014 and 2013, respectively, to reflect the premium deficiencies that would exist if unrealized gains on the assets backing such products had been realized and the proceeds from the sales of such assets were invested at then current yields. Such increase is reflected as a reduction of accumulated other comprehensive income. In addition, the increase in the non-interest sensitive life reserves in the third quarter of 2014 reflects approximately $155 million of reserves related to the recapture of a block of life insurance business previously ceded to Wilton Re. Excluding the impact of the aforementioned items, the increase in average liabilities for insurance products was primarily due to new sales and the amounts added to policyholder account balances on interest-sensitive products.

Insurance policy income is comprised of premiums earned on policies which provide mortality or morbidity coverage and fees and other charges assessed on other policies.

Net investment income on general account invested assets (which excludes income on policyholder accounts) was $225.9 million in the third quarter of 2014, up 6.4 percent from 2013, and was $666.2 million in the first nine months of 2014, up 4.7 percent from 2013. The increase in net investment income is due to the impact of favorable experience resulting in prospective changes in assumptions which increased the yield on certain structured securities and higher general account invested assets resulting from sales and increased persistency of our annuity and health products in recent periods. Prepayment income was $6.6 million and $2.9 million in the third quarters of 2014 and 2013, respectively, and was $11.0 million and $9.8 million in the first nine months of 2014 and 2013, respectively.

Net investment income related to fixed index products represents the change in the estimated fair value of options which are purchased in an effort to offset or hedge certain potential benefits accruing to the policyholders of our fixed index products. Our fixed index products are designed so that investment income spread is expected to be more than adequate to cover the cost of the options and other costs related to these policies.  Net investment income related to fixed index products was $5.3 million and $23.0 million in the third quarters of 2014 and 2013, respectively, and was $37.0 million and $87.5 million in the first nine months of 2014 and 2013, respectively. Such amounts were generally offset by the corresponding charge to amounts added to policyholder account balances - market value changes credited to policyholders. Such income and related charges fluctuate based on the value of options embedded in the segment's fixed index annuity policyholder account balances subject to this benefit and to the performance of the index to which the returns on such products are linked.

Fee revenue and other income was $7.0 million and $5.8 million, in the third quarters of 2014 and 2013, respectively, and was $18.1 million and $13.5 million, in the first nine months of 2014 and 2013, respectively. We recognized fee income of $6.7 million and $5.7 million in the third quarters of 2014 and 2013, respectively, and $17.6 million and $13.2 million, in the first nine months of 2014 and 2013, respectively, pursuant to marketing agreements to sell PDP and Medicare Advantage products of other insurance companies.

Insurance policy benefits fluctuated as a result of the factors summarized below for benefit ratios.  Benefit ratios are calculated by dividing the related insurance product’s insurance policy benefits by insurance policy income.

The Medicare supplement business consists of both individual and group policies.  Government regulations generally require us to attain and maintain a ratio of total benefits incurred to total premiums earned (excluding changes in policy benefit reserves), after three years from the original issuance of the policy and over the lifetime of the policy, of not less than 65 percent on individual products and not less than 75 percent on group products, as determined 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. Our benefit ratios were 66.2 percent and 67.0 percent in the third quarters of 2014 and 2013, respectively, and 67.8 percent and 67.6 percent in the first nine months of 2014 and 2013, respectively. The benefit ratios in the third quarters of 2014 and 2013 were impacted by the favorable development of prior period claim reserves of approximately $2.5 million and $5.7 million,

67

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

respectively. We currently expect the benefit ratio on this Medicare supplement business to be in the 70 percent range in the fourth quarter of 2014.

The insurance policy benefits on our PDP business resulted from our quota-share reinsurance agreement with Coventry.  Insurance margins (insurance policy income less insurance policy benefits) on the PDP business were $1.5 million and $3.8 million in the first nine months of 2014 and 2013, respectively. In August 2013, we received a notice of Coventry's intent to terminate our PDP quota-share reinsurance agreement, as further described in the note to the consolidated financial statements entitled "Reinsurance". The PDP results in 2014 represent adjustments to earnings on such business related to periods prior to the termination of the agreement.

The net cash flows from our long-term care products generally cause an accumulation of amounts in the early years of a policy (accounted for as reserve increases) which will be paid out as benefits in later policy years (accounted for as reserve decreases). Accordingly, as the policies age, the benefit ratio typically increases, but the increase in reserves is partially offset by investment income earned on the accumulated assets.  The benefit ratio on our long-term care business in the Bankers Life segment was 123.6 percent and 128.4 percent in the third quarters of 2014 and 2013, respectively, and was 129.0 percent and 129.1 percent in the first nine months of 2014 and 2013, respectively.  The interest-adjusted benefit ratio on this business was 70.5 percent and 79.4 percent in the third quarters of 2014 and 2013, respectively, and was 77.0 percent and 80.8 percent in the first nine months of 2014 and 2013, respectively.  The benefit ratio in the third quarter of 2014 reflects $11.0 million of favorable reserve developments, including $2.8 million of one-time catch-up reserve releases related to the use of a new process to identify changes in the status of our insureds in a more timely manner. The remaining $8.2 million of favorable developments primarily reflects reserve redundancies related to the initial claim estimates we made for first quarter 2014 incurred claims. Our initial estimates anticipated higher levels of reported claims in the first quarter based on prior first quarter experience. However, actual claims reported have been lower than past experience and our previous estimates. We recognized an out-of-period adjustment of $6.7 million in the first quarter of 2013 and made certain refinements to reserving methodologies of $3.5 million in the second quarter of 2013, both of which increased insurance policy benefits. We currently expect the normalized interest-adjusted benefit ratio on this long-term care business to be in the 79 percent range in the fourth quarter of 2014. Since the insurance product liabilities we establish for long-term care 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.

Amounts added to policyholder account balances - cost of interest credited to policyholders were $31.0 million and $35.3 million in the third quarters of 2014 and 2013, respectively, and were $96.1 million and $107.2 million in the first nine months of 2014 and 2013, respectively. The weighted average crediting rates for these products was 2.8 percent and 3.0 percent in the third quarters of 2014 and 2013, respectively, and was 2.8 percent and 3.0 percent in the first nine months of 2014 and 2013, respectively. The average liabilities of the deferred annuity block were $3.9 billion and $4.2 billion in the first nine months of 2014 and 2013, respectively.

Amounts added to policyholder account balances for fixed index products represent 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 S&P 500 Index, over a specified period. Such amounts include our cost to fund the annual index credits, net of policies that are canceled prior to their anniversary date (classified as cost of options to fund index credits, net of forfeitures). Market value changes in the underlying indices during a specified period of time are classified as market value changes credited to policyholders. Such market value changes are generally offset by the net investment income related to fixed index products discussed above.

Amortization related to operations includes amortization of deferred acquisition costs and the present value of future profits. Deferred acquisition costs and the present value of future profits are collectively referred to as "insurance acquisition costs". Insurance acquisition costs are generally amortized either:  (i) in relation to the estimated gross profits for interest-sensitive life and annuity products; or (ii) in relation to actual and expected premium revenue for other products.  In addition, for interest-sensitive life and annuity products, we are required to adjust the total amortization recorded to date through the statement of operations if actual experience or other evidence suggests that earlier estimates of future gross profits should be revised. Accordingly, amortization for interest-sensitive life and annuity products is dependent on the profits realized during the period and on our expectation of future profits.  For other products, we amortize insurance acquisition costs in relation to actual and expected premium revenue, and amortization is only adjusted if expected premium revenue changes or if we determine the balance of these costs is not recoverable from future profits.  Bankers Life’s amortization expense was $47.1

68

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

million and $39.7 million in the third quarters of 2014 and 2013, respectively, and was $140.7 million and $139.9 million in the first nine months of 2014 and 2013, respectively.

Interest expense on investment borrowings represents interest expense on collateralized borrowings as further described in the note to the consolidated financial statements entitled "Investment Borrowings".

Other operating costs and expenses in our Bankers Life segment were $98.8 million in the third quarter of 2014, up 5.7 percent from 2013, and were $294.4 million in the first nine months of 2014, up 6.1 percent from 2013. Expenses in the 2014 periods included approximately $2 million and $6 million in the three and nine months ended September 30, 2014, respectively, of overhead expenses that were allocated to the Other CNO Business segment prior to 2014 and are expected to continue after the completion of the sale of CLIC. Other operating costs and expenses include the following (dollars in millions):

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Commission expense and agent manager benefits
$
14.2

 
$
14.4

 
$
42.3

 
$
45.7

Other operating expenses
84.6

 
79.1

 
252.1

 
231.8

Total
$
98.8

 
$
93.5

 
$
294.4

 
$
277.5


Gain on reinsurance transaction in the third quarter of 2014 resulted from the recapture of life insurance business written by Bankers Life that was reinsured by Wilton Re.

Net realized investment gains fluctuated each period. During the first nine months of 2014, we recognized $6.3 million of net gains from the sales of investments (primarily fixed maturities) and $2.0 million of writedowns of investments for other than temporary declines in fair value recognized through net income. During the first nine months of 2013, we recognized $11.9 million of net gains from the sales of investments (primarily fixed maturities) and $1.6 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

Amortization related to net realized investment gains is the increase or decrease in the amortization of insurance acquisition costs which results from realized investment gains or losses. When we sell securities which back our interest-sensitive life and annuity products at a gain (loss) and reinvest the proceeds at a different yield, we increase (reduce) the amortization of insurance acquisition costs in order to reflect the change in estimated gross profits due to the gains (losses) realized and the resulting effect on estimated future yields. Sales of fixed maturity investments resulted in an increase in the amortization of insurance acquisition costs of $.1 million and $1.1 million in the first nine months of 2014 and 2013, respectively.

Insurance policy benefits - fair value changes in embedded derivative liabilities represents fair value changes due to fluctuations in the interest rates used to discount embedded derivative liabilities related to our fixed index annuities.

Amortization related to fair value changes in embedded derivative liabilities is the increase or decrease in the amortization of insurance acquisition costs which results from changes in interest rates used to discount embedded derivative liabilities related to our fixed index annuities.


69

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Washington National (dollars in millions)
 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Premium collections:
 
 
 
 
 
 
 
Supplemental health and other health
$
127.7

 
$
123.3

 
$
383.9

 
$
367.1

Medicare supplement
20.3

 
24.2

 
63.1

 
75.8

Life
6.3

 
6.1

 
19.2

 
18.7

Annuity
.9

 
1.3

 
2.1

 
3.6

Total collections
$
155.2

 
$
154.9

 
$
468.3

 
$
465.2

Average liabilities for insurance products:
 
 
 
 
 
 
 
Fixed index annuities
$
417.4

 
$
451.1

 
$
425.8

 
$
462.5

Deferred annuities
128.6

 
143.3

 
131.4

 
150.5

SPIAs and supplemental contracts:
 
 
 
 
 
 
 
Mortality based
240.2

 
248.2

 
242.9

 
249.1

Deposit based
254.1

 
248.1

 
252.0

 
245.3

Separate Accounts
8.1

 
14.2

 
9.3

 
14.9

Health:
 
 
 
 
 
 
 
Supplemental health
2,428.8

 
2,237.1

 
2,369.9

 
2,224.6

Medicare supplement
34.1

 
37.7

 
35.6

 
39.0

Other health
16.0

 
12.1

 
14.7

 
12.4

Life:
 
 
 
 
 
 
 
Interest sensitive life
156.5

 
164.9

 
160.9

 
166.2

Non-interest sensitive life
191.2

 
198.9

 
192.7

 
199.6

Total average liabilities for insurance products, net of reinsurance ceded
$
3,875.0

 
$
3,755.6

 
$
3,835.2

 
$
3,764.1

Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
154.0

 
$
159.2

 
$
466.3

 
$
465.2

Net investment income:
 
 
 
 
 
 
 
General account invested assets
64.8

 
69.1

 
200.6

 
207.2

Fixed index products
.3

 
2.6

 
4.0

 
11.0

Trading account income related to reinsurer accounts
—

 
(.5
)
 
1.4

 
(3.4
)
Change in value of embedded derivatives related to modified coinsurance agreements
—

 
.5

 
(1.4
)
 
3.4

Trading account income related to policyholder accounts
.1

 
1.2

 
1.4

 
2.4

Fee revenue and other income
.3

 
.3

 
.7

 
.7

Total revenues
219.5

 
232.4

 
673.0

 
686.5

Expenses:
 
 
 
 
 
 
 
Insurance policy benefits
124.1

 
132.6

 
373.4

 
379.5

Amounts added to policyholder account balances:
 
 
 
 
 
 
 
Cost of interest credited to policyholders
3.6

 
3.4

 
11.0

 
11.1

Cost of options to fund index credits, net of forfeitures
1.3

 
1.5

 
4.2

 
4.8

Market value changes credited to policyholders
.5

 
4.1

 
5.5

 
14.2

Amortization related to operations
14.8

 
14.4

 
47.1

 
47.7

Interest expense on investment borrowings
.4

 
.5

 
1.3

 
1.5

Other operating costs and expenses
47.2

 
42.9

 
139.5

 
124.9

Total benefits and expenses
191.9

 
199.4

 
582.0

 
583.7

Income before gain on reinsurance transaction, net realized investment gains (losses) and fair value changes in embedded derivative liabilities, net of related amortization, and income taxes
27.6

 
33.0

 
91.0

 
102.8

Gain on reinsurance transaction
—

 
—

 
3.8

 
—

Net realized investment gains (losses)
3.7

 
1.2

 
34.4

 
3.8

Amortization related to net realized investment gains (losses)
(.1
)
 
(.1
)
 
(.5
)
 
(.2
)
Net realized investment gains (losses), net of related amortization
3.6

 
1.1

 
33.9

 
3.6

Insurance policy benefits - fair value changes in embedded derivative liabilities
.2

 
(.1
)
 
(.8
)
 
1.5

Amortization related to fair value changes in embedded derivative liabilities
(.2
)
 
.1

 
.6

 
(1.2
)
Fair value changes in embedded derivative liabilities, net of related amortization
—

 
—

 
(.2
)
 
.3

Income before income taxes
$
31.2

 
$
34.1

 
$
128.5

 
$
106.7



70

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Health benefit ratios:
 
 
 
 
 
 
 
Medicare supplement:
 
 
 
 
 
 
 
Insurance policy benefits
$
14.0

 
$
16.2

 
$
42.4

 
$
50.6

Benefit ratio (a)
65.8
%
 
64.3
%
 
63.8
%
 
65.0
%
Supplemental health and other:
 
 
 
 
 
 
 
Insurance policy benefits
$
103.1

 
$
99.6

 
$
304.2

 
$
289.7

Benefit ratio (a)
81.9
%
 
81.7
%
 
80.4
%
 
80.4
%
Interest-adjusted benefit ratio (b)
56.0
%
 
55.1
%
 
54.6
%
 
54.1
%

_________________
(a)
We calculate benefit ratios by dividing the related product’s insurance policy benefits by insurance policy income.
(b)
We calculate the interest-adjusted benefit ratio (a non-GAAP measure) for Washington National's supplemental health products by dividing such product’s insurance policy benefits less the imputed interest income on the accumulated assets backing the insurance liabilities by policy income.  These are considered non-GAAP financial measures.  A non-GAAP measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.

These non-GAAP financial measures of "interest-adjusted benefit ratios" differ from "benefit ratios" due to the deduction of imputed interest income on the accumulated assets backing the insurance liabilities from the product’s insurance policy benefits used to determine the ratio.  Interest income is an important factor in measuring the performance of health products that are expected to be inforce for a longer duration of time, are not subject to unilateral changes in provisions (such as non-cancelable or guaranteed renewable contracts) and require the performance of various functions and services (including insurance protection) for an extended period of time.  The net cash flows from supplemental health products generally cause an accumulation of amounts in the early years of a policy (accounted for as reserve increases) that will be paid out as benefits in later policy years (accounted for as reserve decreases).  Accordingly, as the policies age, the benefit ratio will typically increase, but the increase in benefits will be partially offset by the imputed interest income earned on the accumulated assets.  The interest-adjusted benefit ratio reflects the effects of such interest income offset (which is equal to the tabular interest on the related insurance liabilities). Since interest income is an important factor in measuring the performance of these products, management believes a benefit ratio that includes the effect of interest income is useful in analyzing product performance.  We utilize the interest-adjusted benefit ratio in measuring segment performance because we believe that this performance measure is a better indicator of the ongoing businesses and trends in the business.  However, the "interest-adjusted benefit ratio" does not replace the "benefit ratio" as a measure of current period benefits to current period insurance policy income. Accordingly, management reviews both "benefit ratios" and "interest-adjusted benefit ratios" when analyzing the financial results attributable to these products.  The imputed investment income earned on the accumulated assets backing the supplemental health reserves was $32.5 million and $32.4 million in the three months ended September 30, 2014 and 2013, respectively, and was $97.5 million and $94.8 million in the nine months ended September 30, 2014 and 2013, respectively.

Total premium collections were $155.2 million in the third quarter of 2014, up .2 percent from 2013, and were $468.3 million in the first nine months of 2014, up .7 percent from 2013. See "Premium Collections" for further analysis of fluctuations in premiums collected by product.

Average liabilities for insurance products, net of reinsurance ceded were $3.9 billion in the third quarter of 2014, up 3.2 percent from 2013, and were $3.8 billion in the first nine months of 2014, up 1.9 percent from 2013, reflecting an increase in the health blocks; partially offset by the run-off of the annuity blocks.

Insurance policy income is comprised of premiums earned on traditional insurance policies which provide mortality or morbidity coverage and fees and other charges assessed on other policies.

71

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________


Net investment income on general account invested assets (which excludes income on policyholder and reinsurer accounts) was $64.8 million in the third quarter of 2014, down 6.2 percent from 2013, and was $200.6 million in the first nine months of 2014, down 3.2 percent from 2013. As a result of the sale of CLIC, investment income decreased by approximately $3 million in the third quarter of 2014, representing the investment income earned on the invested assets backing a block of health business issued by CLIC and included in the Washington National segment. Prior to the sale of CLIC, such business was ceded to Washington National through a modified coinsurance agreement pursuant to which all invested assets related to the insurance block are held by CLIC. Prepayment income was not significant in the 2014 and 2013 periods.

Net investment income related to fixed index products represents the change in the estimated fair value of options which are purchased in an effort to offset or hedge certain potential benefits accruing to the policyholders of our fixed index products. Our fixed index products are designed so that investment income spread is expected to be more than adequate to cover the cost of the options and other costs related to these policies. Net investment income related to fixed index products was $.3 million and $2.6 million in the third quarters of 2014 and 2013, respectively, and was $4.0 million and $11.0 million in the first nine months of 2014 and 2013, respectively. Such amounts were generally offset by the corresponding charge to amounts added to policyholder account balances - market value changes credited to policyholders.  Such income and related charges fluctuate based on the value of options embedded in the segment's fixed index annuity policyholder account balances subject to this benefit and to the performance of the index to which the returns on such products are linked.

Trading account income related to reinsurer accounts primarily represents the income on trading securities which were held to act as hedges for embedded derivatives related to a modified coinsurance agreement. Such trading securities were sold in the second quarter of 2014 in conjunction with the recapture of a modified coinsurance agreement.

Change in value of embedded derivatives related to a modified coinsurance agreement is described in the note to our consolidated financial statements entitled "Accounting for Derivatives." In the second quarter of 2014, we recaptured this modified coinsurance agreement and the embedded derivative was eliminated.

Trading account income related to policyholder accounts represents the income on investments backing the market strategies of certain annuity products which provide for different rates of cash value growth based on the experience of a particular market strategy. The income on our trading account securities is designed to substantially offset certain amounts included in insurance policy benefits related to the aforementioned annuity products.

Insurance policy benefits fluctuated as a result of the factors summarized below for benefit ratios. Benefit ratios are calculated by dividing the related insurance product's insurance policy benefits by insurance policy income.

Washington National's Medicare supplement business primarily consists of individual policies. The insurance product liabilities we establish for our Medicare supplement business are subject to significant estimates and the ultimate claim liability we incur for a particular period is likely to be different than our initial estimate.  Governmental regulations generally require us to attain and maintain a ratio of total benefits incurred to total premiums earned (excluding changes in policy benefit reserves), after three years from the original issuance of the policy and over the lifetime of the policy, of not less than 65 percent on these products, as determined in accordance with statutory accounting principles. Insurance margins (insurance policy income less insurance policy benefits) on these products were $7.3 million and $9.0 million in the third quarters of 2014 and 2013, respectively, and were $24.1 million and $27.3 million in the first nine months of 2014 and 2013, respectively. Such decrease reflects the run-off of this business as we discontinued new sales of Medicare supplement business in this segment in the fourth quarter of 2012.

Washington National's 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 three-fourths 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.

72

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

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 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, the benefit ratio will typically increase, but the increase in benefits will be partially offset by investment income earned on the accumulated assets. The benefit ratio will fluctuate depending on the claim experience during the year.

Insurance margins (insurance policy income less insurance policy benefits) on supplemental health products were $22.8 million and $22.3 million in the third quarters of 2014 and 2013, respectively, and were $74.2 million and $70.7 million in the first nine months of 2014 and 2013, respectively. In the third quarter of 2014, the insurance margin on supplemental health products was reduced by $2.5 million related to one-time catch-up premium refunds due to the use of a new process to identify changes in the status of insureds in a more timely manner. After adjusting for this item, the interest-adjusted benefit ratio for the supplemental health block was 54.9 percent in the third quarter of 2014, reflecting elevated cancer claims reported in the quarter. The benefit ratios on this business can be impacted by changes in the extent to which policyholders convert their current policies to policies with additional benefits, as well as persistency in certain blocks. We currently expect that this interest-adjusted benefit ratio will be in the 54 percent range in the fourth quarter of 2014.

Amounts added to policyholder account balances - cost of interest credited to policyholders were $3.6 million and $3.4 million in the third quarters of 2014 and 2013, respectively, and were $11.0 million and $11.1 million in the first nine months of 2014 and 2013, respectively.

Amounts added to policyholder account balances for fixed index products represent 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 S&P 500 Index, over a specified period. Such amounts include our cost to fund the annual index credits, net of policies that are canceled prior to their anniversary date (classified as cost of options to fund index credits, net of forfeitures). Market value changes in the underlying indices during a specified period of time are classified as market value changes credited to policyholders. Such market value changes are generally offset by the net investment income related to fixed index products discussed above.

Amortization related to operations includes amortization of insurance acquisition costs. Insurance acquisition costs are generally amortized in relation to actual and expected premium revenue, and amortization is only adjusted if expected premium revenue changes or if we determine the balance of these costs is not recoverable from future profits. Such amounts were generally consistent with the related premium revenue. A revision to our current assumptions could result in increases or decreases to amortization expense in future periods.

Other operating costs and expenses were $47.2 million and $42.9 million in the third quarters of 2014 and 2013, respectively, and were $139.5 million and $124.9 million in the first nine months of 2014 and 2013, respectively. Other operating costs and expenses include commission expense of $16.0 million and $15.3 million in the third quarters of 2014 and 2013, respectively, and $48.1 million and $47.3 million in the first nine months of 2014 and 2013, respectively. Expenses in the three and nine months ended September 30, 2014 included approximately $2 million and $6 million, respectively, of overhead expenses that were allocated to the Other CNO Business segment prior to 2014 and are expected to continue after the completion of the sale of CLIC.

Gain on reinsurance transaction of $3.8 million related to the recapture of a modified coinsurance agreement in the second quarter of 2014.

Net realized investment gains fluctuate each period. During the first nine months of 2014, we recognized $36.3 million of net gains from the sales of investments (primarily fixed maturities) and $1.9 million of writedowns of investments for other than temporary declines in fair value recognized through net income. During the first nine months of 2013, we recognized $4.4 million of net gains from the sales of investments (primarily fixed maturities) and $.6 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

Amortization related to net realized investment gains is the increase or decrease in the amortization of insurance acquisition costs which results from realized investment gains or losses. When we sell securities which back our interest-sensitive life and annuity products at a gain (loss) and reinvest the proceeds at a different yield (or when we have the intent to sell the impaired investments before an anticipated recovery in value occurs), we increase (reduce) the amortization of

73

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

insurance acquisition costs in order to reflect the change in estimated gross profits due to the gains (losses) realized and the resulting effect on estimated future yields. Sales of fixed maturity investments resulted in an increase in the amortization of insurance acquisition costs of $.5 million and $.2 million in the first nine months of 2014 and 2013, respectively.

Insurance policy benefits - fair value changes in embedded derivative liabilities represents fair value changes due to fluctuations in the interest rates used to discount embedded derivative liabilities related to our fixed index annuities.

Amortization related to fair value changes in embedded derivative liabilities is the increase or decrease in the amortization of insurance acquisition costs which results from changes in interest rates used to discount embedded derivative liabilities related to our fixed index annuities.


74

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Colonial Penn (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Premium collections:
 
 
 
 
 
 
 
Life
$
61.1

 
$
57.6

 
$
181.2

 
$
170.1

Supplemental health
.8

 
1.0

 
2.6

 
3.1

Total collections
$
61.9

 
$
58.6

 
$
183.8

 
$
173.2

Average liabilities for insurance products:
 
 
 
 
 
 
 
SPIAs - mortality based
$
68.3

 
$
73.5

 
$
68.8

 
$
74.2

Health:
 
 
 
 
 
 
 
Medicare supplement
8.1

 
9.1

 
8.4

 
9.3

Other health
4.5

 
4.7

 
4.5

 
4.8

Life:
 
 
 
 
 
 
 
Interest sensitive
17.1

 
17.4

 
17.1

 
17.6

Non-interest sensitive
651.1

 
631.7

 
647.9

 
626.6

Total average liabilities for insurance products, net of reinsurance ceded
$
749.1

 
$
736.4

 
$
746.7

 
$
732.5

Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
61.7

 
$
58.1

 
$
183.9

 
$
173.0

Net investment income on general account invested assets
10.3

 
10.2

 
31.5

 
30.0

Fee revenue and other income
.2

 
.2

 
.7

 
.6

Total revenues
72.2

 
68.5

 
216.1

 
203.6

Expenses:
 
 
 
 
 
 
 
Insurance policy benefits
40.9

 
39.6

 
128.5

 
123.5

Amounts added to annuity and interest-sensitive life product account balances
.2

 
.2

 
.5

 
.5

Amortization related to operations
3.7

 
3.7

 
11.5

 
11.1

Other operating costs and expenses
27.0

 
29.2

 
77.6

 
76.9

Total benefits and expenses
71.8

 
72.7

 
218.1

 
212.0

Income (loss) before net realized investment gains (losses) and income taxes
.4

 
(4.2
)
 
(2.0
)
 
(8.4
)
Net realized investment gains (losses)
.6

 
(.1
)
 
1.0

 
—

Income (loss) before income taxes
$
1.0

 
$
(4.3
)
 
$
(1.0
)
 
$
(8.4
)

This segment's results are significantly impacted by the accounting standard related to deferred acquisition costs. We are not able to defer most of Colonial Penn's direct response advertising costs although such costs generate predictable sales and future in-force profits. We plan to continue to invest in this segment's business, including the development of new products and markets. The amount of our investment in new business during a particular period will have a significant impact on this segment's results. In the three months ended September 30, 2014, the Colonial Penn segment benefited from: (i) earnings growth from the in-force block; (ii) favorable policy benefits; and (iii) a modest increase in the deferral of acquisition costs due to a slight shift to deferrable direct mail marketing activities. Based on our current forecast, we expect this segment to report approximately break-even results for 2014 (before net realized investment gains (losses) and income taxes).


75

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Total premium collections were $61.9 million in the third quarter of 2014, up 5.6 percent from 2013, and were $183.8 million in the first nine months of 2014, up 6.1 percent from 2013. See "Premium Collections" for further analysis of Colonial Penn's premium collections.

Average liabilities for insurance products, net of reinsurance ceded have increased as a result of growth in this segment.

Insurance policy income is comprised of premiums earned on policies which provide mortality or morbidity coverage and fees and other charges assessed on other policies. The increase in such income reflects the growth in the block of business.

Net investment income on general account invested assets was $10.3 million in the third quarter of 2014, up 1.0 percent from 2013, and was $31.5 million in the first nine months of 2014, up 5.0 percent from 2013. The increase in net investment income is primarily due to the higher general account invested assets as a result of the growth in this segment.

Insurance policy benefits fluctuated as a result of the growth in this segment.

Amortization related to operations includes amortization of insurance acquisition costs. Insurance acquisition costs in the Colonial Penn segment are amortized in relation to actual and expected premium revenue, and amortization is only adjusted if expected premium revenue changes or if we determine the balance of these costs is not recoverable from future profits. Such amounts were generally consistent with the related premium revenue and gross profits for such periods and the assumptions we made when we established the present value of future profits. A revision to our current assumptions could result in increases or decreases to amortization expense in future periods.

Other operating costs and expenses in our Colonial Penn segment fluctuate primarily due to changes in the marketing expenses incurred to generate new business. Such marketing expenses totaled $18.3 million and $19.4 million, in the third quarters of 2014 and 2013, respectively and $54.8 million and $54.2 million, in the first nine months of 2014 and 2013, respectively. Marketing expenses in the 2014 periods reflect a modest increase in the deferral of acquisition costs due to a slight shift to deferrable direct mail marketing activities. Although the effectiveness of our sales and marketing expenditures have improved, we continue to face increased competition from other insurance companies who also distribute products through direct marketing. In addition, the demand and cost of television advertising appropriate for Colonial Penn's campaigns has fluctuated widely in certain periods. In some periods increased advertising costs have resulted in decisions to lower our planned spending. These factors may reoccur in the future.

Net realized investment gains fluctuated each period. During the first nine months of 2014, we recognized $1.0 million of net gains from the sales of investments (primarily fixed maturities). During the first nine months of 2013, we recognized $.2 million of net gains from the sales of investments (primarily fixed maturities) and $.2 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

76

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Corporate Operations (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Corporate operations:
 
 
 
 
 
 
 
Interest expense on corporate debt
$
(10.9
)
 
$
(11.7
)
 
$
(33.1
)
 
$
(39.9
)
Net investment income (loss):
 
 
 
 
 
 
 
General investment portfolio
2.2

 
1.2

 
5.7

 
3.8

Other special-purpose portfolios:
 
 
 
 
 
 
 
COLI
(5.0
)
 
5.4

 
(.9
)
 
10.1

Investments held in a rabbi trust
(.3
)
 
.4

 
.1

 
.8

Investments in certain hedge funds
(.4
)
 
1.4

 
(1.1
)
 
1.4

Other trading account activities
2.5

 
2.6

 
7.9

 
9.5

Fee revenue and other income
1.9

 
1.7

 
4.6

 
4.9

Interest expense on investment borrowings
—

 
—

 
—

 
(.1
)
Other operating costs and expenses
(10.0
)
 
(3.3
)
 
(46.9
)
 
(15.6
)
Loss before net realized investment gains (losses), equity in earnings of certain non-strategic investments and earnings attributable to VIEs, loss on extinguishment or modification of debt and income taxes
(20.0
)
 
(2.3
)
 
(63.7
)
 
(25.1
)
Net realized investment gains (losses)
(1.1
)
 
(1.2
)
 
(2.7
)
 
(1.0
)
Equity in earnings of certain non-strategic investments and earnings attributable to VIEs
(2.6
)
 
(2.8
)
 
(8.8
)
 
(7.6
)
Net revenue pursuant to transition and support services agreements
1.3

 
—

 
1.3

 
—

Loss on extinguishment or modification of debt
—

 
—

 
(.6
)
 
(65.4
)
Loss before income taxes
$
(22.4
)
 
$
(6.3
)
 
$
(74.5
)
 
$
(99.1
)

Interest expense on corporate debt has been primarily impacted by: (i) repayments of the Senior Secured Credit Agreement; (ii) the amendment to our Senior Secured Credit Agreement in May 2013 which reduced the interest rate payable; and (iii) the completion of the cash tender offer (the "Offer") in March 2013 for $59.3 million aggregate principal amount of our 7.0% Debentures. Our average corporate debt outstanding was $845.4 million and $945.2 million in the first nine months of 2014 and 2013, respectively. The average interest rate on our debt was 4.5 percent and 4.9 percent in the first nine months of 2014 and 2013, respectively.

Net investment income on general investment portfolio fluctuates based on the amount and type of invested assets in the corporate operations segment.

Net investment income on other special-purpose portfolios includes the income (loss) from:  (i) investments related to deferred compensation plans held in a rabbi trust (which is offset by amounts included in other operating costs and expenses as the investment results are allocated to participants' account balances); (ii) trading account activities; (iii) income (loss) from Company-owned life insurance ("COLI") equal to the difference between the return on these investments (representing the change in value of the underlying investments) and our overall portfolio yield; and (iv) other investments including certain hedge funds and other alternative strategies.  COLI is utilized as an investment vehicle to fund Bankers Life's agent deferred compensation plan.  For segment reporting, the Bankers Life segment is allocated a return on these investments equivalent to the yield on the Company’s overall portfolio, with any difference in the actual COLI return allocated to the Corporate operations segment. We recognized death benefits, net of cash surrender value, of $1.7 million in the first three months of 2014 and $2.9 million in the second quarter of 2013 related to the COLI.

77

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________


Other operating costs and expenses include general corporate expenses, net of amounts charged to subsidiaries for services provided by the corporate operations. These amounts fluctuate as a result of expenses such as consulting and legal costs which often vary from period to period. Other operating costs and expenses increased (decreased) by nil and $(9.8) million in the third quarters of 2014 and 2013, respectively, and $11.8 million and $(15.9) million in the first nine months of 2014 and 2013, respectively, due to the impact of changes in interest rates on the values of liabilities for our agent deferred compensation plan and certain retirement benefits. In addition, such amounts in the first three months of 2014 included higher expenses of $3 million primarily related to accrual adjustments for incentive compensation.

Net realized investment gains (losses) often fluctuate each period. During the first nine months of 2014, net realized investment losses in this segment included $8.1 million of net gains from the sales of investments (of which $2.2 million were losses recognized by VIEs) and $10.8 million of writedowns of investments (none of which were recognized by VIEs) related to two legacy private company investments where earnings and cash flows have not met the expectations assumed in our previous valuations.  During the first nine months of 2013, we recognized $.1 million of net gains from the sales of investments (of which $.3 million were net losses recognized by VIEs) and $1.1 million of writedowns of investments (all of which were recognized by VIEs) due to other-than-temporary declines in value recognized through net income. 

Equity in earnings of certain non-strategic investments and earnings attributable to VIEs include the earnings attributable to non-controlling interests in certain VIEs that we are required to consolidate and certain private companies that were acquired in the commutation of an investment made by our Predecessor, net of affiliated amounts. Such earnings are not indicative and are unrelated to the Company's underlying fundamentals.

Net revenue pursuant to transition and support services agreements represents the difference between the fees we receive from Wilton Re and the overhead costs incurred to provide such services under the agreements subsequent to the sale of CLIC.

Loss on extinguishment or modification of debt in the first nine months of 2014 of $.6 million resulted from: (i) expenses related to the amendment of the Senior Secured Credit Agreement in May 2014; and (ii) the repurchase of the remaining $3.5 million principal amount of the 7.0% Debentures for a purchase price of $3.7 million. The loss on the extinguishment of debt in the first nine months of 2013 of $65.4 million resulted from: (i) the Offer and repurchase of 7.0% Debentures, the write-off of unamortized discount and issuance costs associated with the 7.0% Debentures that were repurchased and other transaction costs; and (ii) expenses related to the amendment of our Senior Secured Credit Agreement in May 2013 and the write-off of unamortized discount and issuance costs associated with prepayments on the Senior Secured Credit Agreement.




78

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Other CNO Business (dollars in millions)

 
 
Three months ended
 
Nine months ended
 
 
September 30,
 
September 30,
 
 
2013
 
2013
Premium collections:
 
 
 
 
Long-term care (all renewal)
 
$
5.7

 
$
18.1

 
 
 
 
 
Average liabilities for insurance products:
 
 
 
 
Average liabilities for long-term care products, net of reinsurance ceded
 
$
467.3

 
$
467.8

 
 
 
 
 
Revenues:
 
 
 
 
Insurance policy income
 
$
5.9

 
$
18.2

Net investment income on general account invested assets
 
8.0

 
24.8

Total revenues
 
13.9

 
43.0

Expenses:
 
 
 
 
Insurance policy benefits
 
13.5

 
44.4

Other operating costs and expenses:
 
 
 
 
Related to long-term care block reinsured effective December 31, 2013
 
1.4

 
4.5

Overhead expense of CLIC expected to continue after the completion of the sale
 
4.7

 
14.3

Total benefits and expenses
 
19.6

 
63.2

Loss before income taxes
 
$
(5.7
)
 
$
(20.2
)

The Other CNO Business segment no longer exists effective January 1, 2014. The Other CNO Business segment reflects the long-term care business that was ceded to BRe effective December 31, 2013, as further described in the note to the consolidated financial statements entitled "Reinsurance". This segment also included the overhead expense of CLIC that is expected to continue after the completion of the CLIC sale. Beginning on January 1, 2014 the overhead of CLIC that is expected to continue after the completion of the sale has been reallocated primarily to the Bankers Life and Washington National segments.



79

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Amounts related to CLIC prior to being sold (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Premium collections:
 
 
 
 
 
 
 
Annuities
$
—

 
$
.1

 
$
.2

 
$
.3

Life
—

 
35.1

 
71.0

 
110.1

Total collections
$
—

 
$
35.2

 
$
71.2

 
$
110.4

Average liabilities for insurance products:
 
 
 
 
 
 
 
Fixed index annuities
$
—

 
$
.8

 
$
—

 
$
.5

Deferred annuities
—

 
147.3

 
—

 
149.4

SPIAs and supplemental contracts:
 
 
 
 
 
 
 
Mortality based
—

 
38.8

 
—

 
39.5

Deposit based
—

 
105.1

 
—

 
108.7

Health:
 
 
 
 
 
 
 
Supplemental health
—

 
145.0

 
—

 
149.2

Medicare supplement
—

 
2.1

 
—

 
2.3

Other health
—

 
6.7

 
—

 
6.7

Life:
 
 
 
 
 
 
 
Interest sensitive
—

 
2,305.8

 
—

 
2,331.2

Non-interest sensitive
—

 
429.2

 
—

 
434.1

Total average liabilities for insurance products, net of reinsurance ceded
$
—

 
$
3,180.8

 
$
—

 
$
3,221.6

Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
—

 
$
55.5

 
$
106.0

 
$
167.7

Net investment income:
 
 
 
 
 
 
 
General account invested assets
—

 
52.0

 
100.7

 
158.1

Fixed index products
—

 
1.3

 
1.3

 
4.3

Total revenues
—

 
108.8

 
208.0

 
330.1

Expenses:
 
 
 
 
 
 
 
Insurance policy benefits
—

 
60.7

 
115.8

 
182.6

Amounts added to policyholder account balances:
 
 
 
 
 
 
 
Cost of interest credited to policyholders
—

 
22.5

 
43.2

 
68.5

Cost of options to fund index credits, net of forfeitures
—

 
.4

 
.8

 
1.1

Market value changes credited to policyholders
—

 
1.3

 
.9

 
4.4

Amortization related to operations
—

 
2.0

 
4.3

 
6.9

Interest expense on investment borrowings
—

 
4.8

 
9.1

 
14.4

Other operating costs and expenses
—

 
10.2

 
13.3

 
33.2

Total benefits and expenses
—

 
101.9

 
187.4

 
311.1

Income before net realized investment gains, loss on sale of CLIC and income taxes
—

 
6.9

 
20.6

 
19.0

Net realized investment gains
—

 
1.6

 
2.8

 
5.3

Earnings of CLIC prior to being sold
—

 
8.5

 
23.4

 
24.3

Loss on sale of CLIC
6.0

 
—

 
(272.6
)
 
—

Income (loss) before income taxes
$
6.0

 
$
8.5

 
$
(249.2
)
 
$
24.3


The information summarized above represents the pre-tax earnings related to the operations of CLIC prior to being sold as well as the loss on the sale of CLIC. Operating expenses exclude overhead expense that is expected to continue after the sale of CLIC. Refer to the note to the consolidated financial statements entitled "Agreement to Sell Subsidiary" for additional information.

80

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

EBIT from Business Segments Continuing After the CLIC Sale Summarized by In-Force and New Business

Management believes that an analysis of EBIT from our business segments continuing after the CLIC sale, separated between in-force and new business provides increased clarity around the value drivers of our business, particularly since the new business results are significantly impacted by the rate of sales, mix of business and the distribution channel through which new sales are made. EBIT from new business includes pre-tax revenues and expenses associated with new sales of our insurance products during the first year after the sale is completed. EBIT from in-force business includes all pre-tax revenues and expenses associated with sales of insurance products that were completed more than one year before the end of the reporting period. The allocation of certain revenues and expenses between new and in-force business is based on estimates, which we believe are reasonable.

The following summarizes our earnings, separated between in-force and new business on a consolidated basis and for each of our operating segments for the three and nine months ended September 30, 2014 and 2013:


81

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Business segments - total (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
EBIT from In-Force Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
541.5

 
$
537.9

 
$
1,618.0

 
$
1,612.5

Net investment income and other
305.7

 
320.9

 
933.5

 
983.6

Total revenues
847.2

 
858.8

 
2,551.5

 
2,596.1

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
507.3

 
557.9

 
1,582.7

 
1,710.8

Amortization
58.8

 
50.3

 
179.0

 
176.5

Other expenses
90.3

 
89.4

 
260.2

 
260.0

Total benefits and expenses
656.4

 
697.6

 
2,021.9

 
2,147.3

EBIT from In-Force Business
$
190.8

 
$
161.2

 
$
529.6

 
$
448.8

 
 
 
 
 
 
 
 
EBIT from New Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
90.6

 
$
92.7

 
$
273.0

 
$
288.4

Net investment income and other
8.5

 
11.9

 
26.7

 
30.3

Total revenues
99.1

 
104.6

 
299.7

 
318.7

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
58.2

 
64.3

 
178.2

 
199.1

Amortization
6.8

 
7.5

 
20.3

 
22.2

Other expenses
85.1

 
84.6

 
258.4

 
244.5

Total benefits and expenses
150.1

 
156.4

 
456.9

 
465.8

EBIT from New Business
$
(51.0
)
 
$
(51.8
)
 
$
(157.2
)
 
$
(147.1
)
 
 
 
 
 
 
 
 
EBIT from In-Force and New Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
632.1

 
$
630.6

 
$
1,891.0

 
$
1,900.9

Net investment income and other
314.2

 
332.8

 
960.2

 
1,013.9

Total revenues
946.3

 
963.4

 
2,851.2

 
2,914.8

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
565.5

 
622.2

 
1,760.9

 
1,909.9

Amortization
65.6

 
57.8

 
199.3

 
198.7

Other expenses
175.4

 
174.0

 
518.6

 
504.5

Total benefits and expenses
806.5

 
854.0

 
2,478.8

 
2,613.1

EBIT from In-Force and New Business
$
139.8

 
$
109.4

 
$
372.4

 
$
301.7


82

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________


Bankers Life (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
EBIT from In-Force Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
355.8

 
$
341.8

 
$
1,056.2

 
$
1,037.0

Net investment income and other
229.7

 
229.3

 
694.6

 
706.9

Total revenues
585.5

 
571.1

 
1,750.8

 
1,743.9

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
351.1

 
376.3

 
1,101.9

 
1,172.5

Amortization
41.6

 
33.2

 
124.1

 
120.6

Other expenses
47.0

 
42.7

 
132.3

 
126.2

Total benefits and expenses
439.7

 
452.2

 
1,358.3

 
1,419.3

EBIT from In-Force Business
$
145.8

 
$
118.9

 
$
392.5

 
$
324.6

 
 
 
 
 
 
 
 
EBIT from New Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
60.6

 
$
65.6

 
$
184.6

 
$
207.5

Net investment income and other
8.5

 
11.9

 
26.7

 
30.3

Total revenues
69.1

 
77.5

 
211.3

 
237.8

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
43.8

 
51.0

 
135.9

 
159.4

Amortization
5.5

 
6.5

 
16.6

 
19.3

Other expenses
53.8

 
52.6

 
167.9

 
156.2

Total benefits and expenses
103.1

 
110.1

 
320.4

 
334.9

EBIT from New Business
$
(34.0
)
 
$
(32.6
)
 
$
(109.1
)
 
$
(97.1
)
 
 
 
 
 
 
 
 
EBIT from In-Force and New Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
416.4

 
$
407.4

 
$
1,240.8

 
$
1,244.5

Net investment income and other
238.2

 
241.2

 
721.3

 
737.2

Total revenues
654.6

 
648.6

 
1,962.1

 
1,981.7

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
394.9

 
427.3

 
1,237.8

 
1,331.9

Amortization
47.1

 
39.7

 
140.7

 
139.9

Other expenses
100.8

 
95.3

 
300.2

 
282.4

Total benefits and expenses
542.8

 
562.3

 
1,678.7

 
1,754.2

EBIT from In-Force and New Business
$
111.8

 
$
86.3

 
$
283.4

 
$
227.5



83

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Washington National (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
EBIT from In-Force Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
135.5

 
$
143.3

 
$
412.1

 
$
418.3

Net investment income and other
65.5

 
73.2

 
206.7

 
221.3

Total revenues
201.0

 
216.5

 
618.8

 
639.6

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
121.7

 
134.8

 
371.4

 
389.5

Amortization
13.6

 
13.5

 
43.7

 
45.1

Other expenses
35.6

 
33.1

 
104.9

 
94.7

Total benefits and expenses
170.9

 
181.4

 
520.0

 
529.3

EBIT from In-Force Business
$
30.1

 
$
35.1

 
$
98.8

 
$
110.3

 
 
 
 
 
 
 
 
EBIT from New Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
18.5

 
$
15.9

 
$
54.2

 
$
46.9

Net investment income and other
—

 
—

 
—

 
—

Total revenues
18.5

 
15.9

 
54.2

 
46.9

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
7.8

 
6.8

 
22.7

 
20.1

Amortization
1.2

 
.9

 
3.4

 
2.6

Other expenses
12.0

 
10.3

 
35.9

 
31.7

Total benefits and expenses
21.0

 
18.0

 
62.0

 
54.4

EBIT from New Business
$
(2.5
)
 
$
(2.1
)
 
$
(7.8
)
 
$
(7.5
)
 
 
 
 
 
 
 
 
EBIT from In-Force and New Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
154.0

 
$
159.2

 
$
466.3

 
$
465.2

Net investment income and other
65.5

 
73.2

 
206.7

 
221.3

Total revenues
219.5

 
232.4

 
673.0

 
686.5

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
129.5

 
141.6

 
394.1

 
409.6

Amortization
14.8

 
14.4

 
47.1

 
47.7

Other expenses
47.6

 
43.4

 
140.8

 
126.4

Total benefits and expenses
191.9

 
199.4

 
582.0

 
583.7

EBIT from In-Force and New Business
$
27.6

 
$
33.0

 
$
91.0

 
$
102.8



84

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Colonial Penn (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
EBIT from In-Force Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
50.2

 
$
46.9

 
$
149.7

 
$
139.0

Net investment income and other
10.5

 
10.4

 
32.2

 
30.6

Total revenues
60.7

 
57.3

 
181.9

 
169.6

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
34.5

 
33.3

 
109.4

 
104.4

Amortization
3.6

 
3.6

 
11.2

 
10.8

Other expenses
7.7

 
7.5

 
23.0

 
20.3

Total benefits and expenses
45.8

 
44.4

 
143.6

 
135.5

EBIT from In-Force Business
$
14.9

 
$
12.9

 
$
38.3

 
$
34.1

 
 
 
 
 
 
 
 
EBIT from New Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
11.5

 
$
11.2

 
$
34.2

 
$
34.0

Net investment income and other
—

 
—

 
—

 
—

Total revenues
11.5

 
11.2

 
34.2

 
34.0

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
6.6

 
6.5

 
19.6

 
19.6

Amortization
.1

 
.1

 
.3

 
.3

Other expenses
19.3

 
21.7

 
54.6

 
56.6

Total benefits and expenses
26.0

 
28.3

 
74.5

 
76.5

EBIT from New Business
$
(14.5
)
 
$
(17.1
)
 
$
(40.3
)
 
$
(42.5
)
 
 
 
 
 
 
 
 
EBIT from In-Force and New Business
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Insurance policy income
$
61.7

 
$
58.1

 
$
183.9

 
$
173.0

Net investment income and other
10.5

 
10.4

 
32.2

 
30.6

Total revenues
72.2

 
68.5

 
216.1

 
203.6

Benefits and expenses:
 
 
 
 
 
 
 
Insurance policy benefits
41.1

 
39.8

 
129.0

 
124.0

Amortization
3.7

 
3.7

 
11.5

 
11.1

Other expenses
27.0

 
29.2

 
77.6

 
76.9

Total benefits and expenses
71.8

 
72.7

 
218.1

 
212.0

EBIT from In-Force and New Business
$
.4

 
$
(4.2
)
 
$
(2.0
)
 
$
(8.4
)

85

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Other CNO Business (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2013
 
2013
EBIT from In-Force Business (a)
 
 
 
Revenues:
 
 
 
Insurance policy income
$
5.9

 
$
18.2

Net investment income and other
8.0

 
24.8

Total revenues
13.9

 
43.0

Benefits and expenses:
 
 
 
Insurance policy benefits
13.5

 
44.4

Other expenses
6.1

 
18.8

Total benefits and expenses
19.6

 
63.2

EBIT from In-Force Business
$
(5.7
)
 
$
(20.2
)

_________________________
(a)
All activity in the Other CNO Business segment relates to in-force business.

The above analysis of EBIT, separated between in-force and new business, illustrates how our business segments are impacted by the rate of sales, mix of business and distribution channel through which new sales are made. In addition, when the impacts from new business are separated, the value drivers of our in-force business are more apparent.

The EBIT from in-force business in the Bankers Life segment grew in the 2014 periods primarily due to the growth in the size of the block. The EBIT from new business in the Bankers Life segment reflects new sales.

The EBIT from in-force business in the Washington National segment was lower in the 2014 periods due to the run-off of the Medicare supplement business in this segment and additional overhead expenses that were previously allocated to the Other CNO Business segment.

The EBIT from in-force business in the Colonial Penn segment in the 2014 periods reflects growth in the size of the block. The EBIT from new business in the Colonial Penn segment in the 2014 periods reflects a modest increase in the deferral of acquisition costs due to a slight shift to deferrable direct mail marketing activities. The vast majority of the costs to generate new business in this segment are not deferrable and EBIT will fluctuate based on management's decisions on how much marketing costs to incur in each period.



86

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________


PREMIUM COLLECTIONS

In accordance with GAAP, insurance policy income in our consolidated statement of operations consists of premiums earned for traditional insurance policies that have life contingencies or morbidity features.  For annuity and interest-sensitive life contracts, premiums collected are not reported as revenues, but as deposits to insurance liabilities.  We recognize revenues for these products over time in the form of investment income and surrender or other charges.

Our insurance segments sell products through three primary distribution channels - career agents (our Bankers Life segment), direct marketing (our Colonial Penn segment) and independent producers (our Washington National segment).  Our career agency force in the Bankers Life segment sells primarily Medicare supplement and long-term care insurance policies, life insurance and annuities.  These agents visit the customer's home, which permits one-on-one contact with potential policyholders and promotes strong personal relationships with existing policyholders.  Our direct marketing distribution channel in the Colonial Penn segment is engaged primarily in the sale of graded benefit life and simplified issue life insurance policies which are sold directly to the policyholder.  Our Washington National segment sells primarily supplemental health and life insurance.  These products are marketed through PMA, a subsidiary that specializes in marketing and distributing health products, and through independent marketing organizations and insurance agencies, including worksite marketing.

Agents, insurance brokers and marketing companies who market our products and prospective purchasers of our products use the financial strength ratings of our insurance subsidiaries as an important factor in determining whether to market or purchase.  Ratings have the most impact on our sales of supplemental health and life products to consumers at the worksite.  The current financial strength ratings of our primary insurance subsidiaries from A.M. Best, S&P, Fitch Ratings ("Fitch") and Moody's are "B++", "BBB+", "BBB" and "Baa2", respectively.  For a description of these ratings and additional information on our ratings, see "Financial Strength Ratings of our Insurance Subsidiaries".

We set premium rates on our health insurance policies based on facts and circumstances known at the time we issue the policies using assumptions about numerous variables, including the actuarial probability of a policyholder incurring a claim, the probable size of the claim, and the interest rate earned on our investment of premiums.  We also consider historical claims information, industry statistics, the rates of our competitors and other factors.  If our actual claims experience is less favorable than we anticipated and we are unable to raise our premium rates, our financial results may be adversely affected.  We generally cannot raise our health insurance premiums in any state until we obtain the approval of the state insurance regulator.  We review the adequacy of our premium rates regularly and file for rate increases on our products when we believe such rates are too low.  It is likely that we will not be able to obtain approval for all requested premium rate increases.  If such requests are denied in one or more states, our net income may decrease.  If such requests are approved, increased premium rates may reduce the volume of our new sales and may cause existing policyholders to lapse their policies.  If the healthier policyholders allow their policies to lapse, this would reduce our premium income and profitability in the future.


87

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Total premium collections by segment were as follows:

Bankers Life (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Premiums collected by product:
 
 
 
 
 
 
 
Annuities:
 
 
 
 
 
 
 
Fixed index (first-year)
$
152.2

 
$
143.3

 
$
466.1

 
$
413.3

Other fixed rate (first-year)
27.3

 
45.3

 
100.9

 
121.0

Other fixed rate (renewal)
2.0

 
1.6

 
5.8

 
5.2

Subtotal - other fixed rate annuities
29.3

 
46.9

 
106.7

 
126.2

Total annuities
181.5

 
190.2

 
572.8

 
539.5

Health:
 
 
 
 
 
 
 
Medicare supplement (first-year)
21.9

 
22.3

 
65.4

 
67.7

Medicare supplement (renewal)
162.6

 
159.7

 
476.3

 
475.6

Subtotal - Medicare supplement
184.5

 
182.0

 
541.7

 
543.3

Long-term care (first-year)
4.0

 
5.1

 
12.6

 
16.2

Long-term care (renewal)
120.0

 
126.0

 
361.3

 
383.5

Subtotal - long-term care
124.0

 
131.1

 
373.9

 
399.7

PDP (first year)
—

 
—

 
—

 
.1

PDP (renewal)
—

 
(2.5
)
 
6.8

 
18.1

Subtotal – PDP
—

 
(2.5
)
 
6.8

 
18.2

Supplemental health (first-year)
1.7

 
2.3

 
5.8

 
5.9

Supplemental health (renewal)
2.4

 
.5

 
5.9

 
.7

Subtotal – supplemental health
4.1

 
2.8

 
11.7

 
6.6

Other health (first-year)
.2

 
.3

 
.6

 
1.0

Other health (renewal)
1.8

 
2.2

 
5.5

 
6.8

Subtotal - other health
2.0

 
2.5

 
6.1

 
7.8

Total health
314.6

 
315.9

 
940.2

 
975.6

Life insurance:
 
 
 
 
 
 
 
First-year
40.9

 
41.7

 
118.3

 
125.1

Renewal
73.0

 
52.5

 
191.1

 
149.7

Total life insurance
113.9

 
94.2

 
309.4

 
274.8

Collections on insurance products:
 

 
 

 
 
 
 
Total first-year premium collections on insurance products
248.2

 
260.3

 
769.7

 
750.3

Total renewal premium collections on insurance products
361.8

 
340.0

 
1,052.7

 
1,039.6

Total collections on insurance products
$
610.0

 
$
600.3

 
$
1,822.4

 
$
1,789.9


Total first-year premium collections decreased 4.6 percent, to $248.2 million, in the third quarter of 2014, and increased 2.6 percent, to $769.7 million, in the first nine months of 2014, as compared to the same periods in 2013. The primary driver of the decrease in the third quarter of 2014 relates to challenges in recruiting that led to a 6 percent decrease in the average agent count.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Total premium collections increased 1.6 percent, to $610.0 million, in the third quarter of 2014, and increased 1.8 percent, to $1,822.4 million, in the first nine months of 2014, as compared to the same periods in 2013. Life insurance premiums have increased primarily due to increased sales in recent years and Medicare supplement premiums reflect lower levels of lapsation. These increases are being partially offset by a decline in long-term care premiums, reflecting the run-off of this business and short-term care sales, which have lower premiums per policy.

Annuities in this segment include fixed index and other fixed annuities sold to the senior market. Annuity collections in this segment decreased 4.6 percent, to $181.5 million, in the third quarter of 2014, and increased 6.2 percent, to $572.8 million, in the first nine months of 2014, as compared to the same periods in 2013. Premium collections from our fixed index products were favorably impacted in the 2014 periods by the general stock market performance which made these products attractive to certain customers.

Health products include Medicare supplement, PDP contracts, long-term care and other insurance products. Our profits on health policies depend on the overall level of sales, the length of time the business remains inforce, investment yields, claims experience and expense management.

Collected premiums on Medicare supplement policies in the Bankers Life segment increased 1.4 percent, to $184.5 million, in the third quarter of 2014, and decreased .3 percent, to $541.7 million, in the first nine months of 2014, as compared to the same periods in 2013. In recent periods, we have experienced a slight shift in the sale of Medicare supplement policies to the sale of Medicare Advantage policies. Medicare Advantage policies are sold through Bankers Life's agency force for other providers in exchange for marketing fees.
  
Premiums collected on Bankers Life's long-term care policies decreased 5.4 percent, to $124.0 million, in the third quarter of 2014, and 6.5 percent, to $373.9 million, in the first nine months of 2014, as compared to the same periods in 2013, reflecting lower sales of these policies in recent periods and lower renewal premiums.

Premiums collected on PDP business related to our quota-share reinsurance agreement with Coventry. In August 2013, we received a notice of Coventry's intent to terminate our PDP quota-share reinsurance agreement as further described in the note to the consolidated financial statements entitled "Reinsurance". The premiums collected in the first nine months of 2014 represent adjustments to premiums on such business related to periods prior to the termination of the agreement. The reduction to premium collections in the third quarter of 2013 represents a return of premiums to Coventry for risk share adjustments paid prior to the termination of the agreement.

Premiums collected on supplemental health products relate to a new critical illness product that was introduced in 2012.

Life products in this segment include traditional and interest-sensitive life products. Life premiums collected in this segment increased 21 percent, to $113.9 million, in the third quarter of 2014, and 13 percent, to $309.4 million, in the first nine months of 2014, as compared to the same periods in 2013 due to growth in the size of the block.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Washington National (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Premiums collected by product:
 
 
 
 
 
 
 
Annuities:
 
 
 
 
 
 
 
Fixed index (first-year)
$
.1

 
$
.1

 
$
.2

 
$
.4

Fixed index (renewal)
.7

 
1.0

 
1.5

 
2.9

Subtotal - fixed index annuities
.8

 
1.1

 
1.7

 
3.3

Other fixed rate (renewal)
.1

 
.2

 
.4

 
.3

Total annuities
.9

 
1.3

 
2.1

 
3.6

Health:
 
 
 
 
 
 
 
Medicare supplement (first-year)
—

 
—

 
—

 
.2

Medicare supplement (renewal)
20.3

 
24.2

 
63.1

 
75.6

Subtotal - Medicare supplement
20.3

 
24.2

 
63.1

 
75.8

Supplemental health (first-year)
18.5

 
16.1

 
53.7

 
48.0

Supplemental health (renewal)
108.6

 
106.6

 
328.4

 
316.9

Subtotal – supplemental health
127.1

 
122.7

 
382.1

 
364.9

Other health (first-year)
—

 
.1

 
.1

 
.1

Other health (renewal)
.6

 
.5

 
1.7

 
2.1

Subtotal - other health
.6

 
.6

 
1.8

 
2.2

Total health
148.0

 
147.5

 
447.0

 
442.9

Life insurance:
 
 
 
 
 
 
 
First-year
.9

 
1.0

 
3.5

 
3.3

Renewal
5.4

 
5.1

 
15.7

 
15.4

Total life insurance
6.3

 
6.1

 
19.2

 
18.7

Collections on insurance products:
 
 
 
 
 
 
 
Total first-year premium collections on insurance products
19.5

 
17.3

 
57.5

 
52.0

Total renewal premium collections on insurance products
135.7

 
137.6

 
410.8

 
413.2

Total collections on insurance products
$
155.2

 
$
154.9

 
$
468.3

 
$
465.2


Annuities in this segment include fixed index and other fixed annuities. We are no longer actively pursuing sales of annuity products in this segment.

Health products in the Washington National segment include Medicare supplement, supplemental health and other insurance products. Our profits on health policies depend on the overall level of sales, the length of time the business remains inforce, investment yields, claim experience and expense management.

Collected premiums on Medicare supplement policies in the Washington National segment decreased 16 percent, to $20.3 million, in the third quarter of 2014, and 17 percent, to $63.1 million, in the first nine months of 2014, as compared to the same periods in 2013. We discontinued new sales of Medicare supplement policies in this segment in the fourth quarter of 2012.

Premiums collected on supplemental health products (including specified disease, accident and hospital indemnity insurance products) increased 3.6 percent, to $127.1 million, in the third quarter of 2014, and 4.7 percent, to $382.1 million, in the first nine months of 2014, as compared to the same periods in 2013. Such increase is due to higher new sales in recent periods and an improvement in persistency.


90

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Overall, excluding premiums from the Washington National Medicare supplement and annuity blocks which are in run-off, collected premiums were up 3.6 percent in the third quarter of 2014, and 4.5 percent in the first nine months of 2014, as compared to the same periods in 2013, driven by strong sales and persistency.

Life products in the Washington National segment are primarily traditional life products. Life premiums collected in this segment in the three and nine months ended September 30, 2014 were slightly higher than the same periods in 2013.

Colonial Penn (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Premiums collected by product:
 
 
 
 
 
 
 
Life insurance:
 
 
 
 
 
 
 
First-year
$
11.6

 
$
11.4

 
$
34.2

 
$
34.2

Renewal
49.5

 
46.2

 
147.0

 
135.9

Total life insurance
61.1

 
57.6

 
181.2

 
170.1

Health (all renewal):
 
 
 
 
 
 
 
Medicare supplement
.8

 
.9

 
2.4

 
2.8

Other health
—

 
.1

 
.2

 
.3

Total health
.8

 
1.0

 
2.6

 
3.1

Collections on insurance products:
 
 
 
 
 
 
 
Total first-year premium collections on insurance products
11.6

 
11.4

 
34.2

 
34.2

Total renewal premium collections on insurance products
50.3

 
47.2

 
149.6

 
139.0

Total collections on insurance products
$
61.9

 
$
58.6

 
$
183.8

 
$
173.2


Life products in this segment are sold primarily to the senior market. Life premiums collected in this segment increased 6.1 percent, to $61.1 million, in the third quarter of 2014, and 6.5 percent, to $181.2 million, in the first nine months of 2014, as compared to the same periods in 2013. Graded benefit life products sold through our direct response marketing channel accounted for $60.5 million and $57.0 million of our total collected premiums in the third quarters of 2014 and 2013, respectively, and $179.5 million and $168.2 million in the first nine months of 2014 and 2013, respectively.

Health products include Medicare supplement and other insurance products. Our profits on health policies depend on the overall level of sales, the length of time the business remains inforce, investment yields, claims experience and expense management. Premiums collected on these products have decreased as we do not currently market these products through this segment.

Other CNO Business (dollars in millions)

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Premiums collected by product:
 
 
 
 
 
 
 
Health:
 
 
 
 
 
 
 
Long-term care (all renewal)
$
—

 
$
5.7

 
$
—

 
$
18.1



91

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

The Other CNO Business segment reflects the long-term care premiums collected prior to the reinsurance agreement with BRe effective December 31, 2013. Refer to the note to the consolidated financial statements entitled "Reinsurance" for additional information.

LIQUIDITY AND CAPITAL RESOURCES

Our capital structure as of September 30, 2014 and December 31, 2013 was as follows (dollars in millions):

 
September 30,
2014
 
December 31, 2013
Total capital:
 
 
 
Corporate notes payable
$
814.0

 
$
856.4

Shareholders’ equity:
 
 
 

Common stock
2.1

 
2.2

Additional paid-in capital
3,803.7

 
4,092.8

Accumulated other comprehensive income
859.3

 
731.8

Retained earnings
56.9

 
128.4

Total shareholders’ equity
4,722.0

 
4,955.2

Total capital
$
5,536.0

 
$
5,811.6


The following table summarizes certain financial ratios as of and for the nine months ended September 30, 2014 and as of and for the year ended December 31, 2013:

 
September 30,
2014
 
December 31, 2013
Book value per common share
$
22.74

 
$
22.49

Book value per common share, excluding accumulated other comprehensive income (a)
18.60

 
19.17

Ratio of earnings to fixed charges
1.45X

 
1.87X

Debt to total capital ratios:
 
 
 
Corporate debt to total capital
14.7
%
 
14.7
%
Corporate debt to total capital, excluding accumulated other comprehensive income (a)
17.4
%
 
16.9
%
_____________________
(a)
This non-GAAP measure differs from the corresponding GAAP measure presented immediately above, because accumulated other comprehensive income 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.  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.

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 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.

Two of the Company's insurance subsidiaries (Washington National and Bankers Life) are members of the FHLB.  As members of the FHLB, Washington National and Bankers Life have the ability to borrow on a collateralized basis from the

92

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

FHLB.  Washington National and Bankers Life 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 September 30, 2014, the carrying value of the FHLB common stock was $73.5 million.  As of September 30, 2014, collateralized borrowings from the FHLB totaled $1.5 billion and the proceeds were used to purchase fixed maturity securities.  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 $1.8 billion at September 30, 2014, which are maintained in custodial accounts for the benefit of the FHLB.  

The following summarizes the terms of the borrowings from the FHLB by Washington National and Bankers Life (dollars in millions):

Amount
 
Maturity
 
Interest rate at
borrowed
 
date
 
September 30, 2014
$
50.0

 
October 2015
 
Variable rate – 0.504%
100.0

 
June 2016
 
Variable rate – 0.595%
75.0

 
June 2016
 
Variable rate – 0.393%
100.0

 
October 2016
 
Variable rate – 0.412%
50.0

 
November 2016
 
Variable rate – 0.504%
50.0

 
November 2016
 
Variable rate – 0.624%
57.7

 
June 2017
 
Variable rate – 0.586%
50.0

 
August 2017
 
Variable rate – 0.434%
75.0

 
August 2017
 
Variable rate – 0.385%
100.0

 
October 2017
 
Variable rate – 0.666%
50.0

 
November 2017
 
Variable rate – 0.745%
50.0

 
January 2018
 
Variable rate – 0.584%
50.0

 
January 2018
 
Variable rate – 0.573%
50.0

 
February 2018
 
Variable rate – 0.547%
50.0

 
February 2018
 
Variable rate – 0.321%
22.0

 
February 2018
 
Variable rate – 0.568%
100.0

 
May 2018
 
Variable rate – 0.602%
50.0

 
July 2018
 
Variable rate – 0.705%
50.0

 
August 2018
 
Variable rate – 0.354%
50.0

 
January 2019
 
Variable rate – 0.653%
50.0

 
February 2019
 
Variable rate – 0.321%
100.0

 
March 2019
 
Variable rate – 0.634%
21.8

 
July 2019
 
Variable rate – 0.644%
21.8

 
June 2020
 
Fixed rate – 1.960%
28.3

 
August 2021
 
Fixed rate – 2.550%
26.9

 
March 2023
 
Fixed rate – 2.160%
20.5

 
June 2025
 
Fixed rate – 2.940%
$
1,499.0

 
 
 
 

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.


93

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Our estimated consolidated statutory RBC ratio of 425 percent at September 30, 2014, reflects consolidated statutory operating earnings of $285.0 million and net dividends to the holding company of $174.0 million during the first nine months of 2014. Statutory earnings will often fluctuate on a quarterly basis due to the application of statutory accounting principles. We currently expect our consolidated RBC ratio to be in the 415 percent range at December 31, 2014.

Financial Strength Ratings of our Insurance Subsidiaries

Financial strength ratings provided by A.M. Best, S&P, Fitch and Moody's are the rating agency's opinions of the ability of our insurance subsidiaries to pay policyholder claims and obligations when due.

On August 14, 2014, A.M. Best affirmed the financial strength ratings of "B++" of our primary insurance subsidiaries and revised the outlook for these ratings to positive from stable. A "positive" designation indicates a company's financial/market trends are favorable, relative to its current rating level and, if continued, the company has a good possibility of having its rating upgraded. The "B++" rating is assigned to companies that have a good ability, in A.M. Best's opinion, to meet their ongoing obligations to policyholders.  A.M. Best ratings for the industry currently range from "A++ (Superior)" to "F (In Liquidation)" and some companies are not rated.  An "A++" rating indicates a superior ability to meet ongoing obligations to policyholders.  A.M. Best has sixteen possible ratings.  There are four ratings above the "B++" rating of our primary insurance subsidiaries and eleven ratings that are below that rating.

On July 2, 2014, S&P upgraded the financial strength ratings of our primary insurance subsidiaries to "BBB+" from "BBB" and the outlook for these ratings is stable. On July 24, 2013, S&P upgraded the financial strength ratings of our primary insurance subsidiaries (except CLIC) to "BBB" from "BBB-". S&P financial strength ratings range from "AAA" to "R" and some companies are not rated.  An insurer rated "BBB" or higher is regarded as having financial security characteristics that outweigh any vulnerabilities, and is highly likely to have the ability to meet financial commitments. An insurer rated "BBB", in S&P's opinion, has good financial security characteristics, but is more likely to be affected by adverse business conditions than are higher-rated insurers.  Pluses and minuses show the relative standing within a category.  S&P has twenty-one possible ratings.  There are seven ratings above the "BBB+" rating of our primary insurance subsidiaries and thirteen ratings that are below that rating.

On May 5, 2014, Fitch affirmed the financial strength ratings of "BBB" of our primary insurance subsidiaries and revised the outlook for these ratings to positive from stable. A "BBB" rating, in Fitch's opinion, indicates that there is currently a low expectation of ceased or interrupted payments. The capacity to meet policyholder and contract obligations on a timely basis is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impact this capacity. Fitch ratings for the industry range from "AAA Exceptionally Strong" to "C Distressed" and some companies are not rated. Pluses and minuses show the relative standing within a category. Fitch has nineteen possible ratings. There are eight ratings above the "BBB" rating of our primary insurance subsidiaries and ten ratings that are below that rating.

On March 27, 2014, Moody's upgraded the financial strength ratings of our primary insurance subsidiaries to "Baa2" from "Baa3" and the outlook for these ratings is positive. A "positive" designation indicates a higher likelihood of a rating change over the medium term.  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 "Baa" offers adequate financial security, however, certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Moody's has twenty-one possible ratings.  There are eight ratings above the "Baa2" rating of our primary insurance subsidiaries and twelve ratings that are below the 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 the rating agency 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.


94

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

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

At September 30, 2014, CNO, CDOC, Inc. ("CDOC", our wholly owned subsidiary and the immediate parent of Washington National and Conseco Life Insurance Company of Texas ("CLTX")) and our other non-insurance subsidiaries held: (i) unrestricted cash and cash equivalents of $143.4 million; (ii) fixed income investments of $136.3 million; and (iii) equity securities and other invested assets totaling $152.5 million.  CNO and CDOC 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. ("40|86 Advisors"), which receives fees from the insurance subsidiaries for investment services, and CNO Services which receives fees from the insurance subsidiaries for providing administrative services.  The agreements between our insurance subsidiaries and CNO Services and 40|86 Advisors, respectively, were previously approved by the domestic insurance regulator for each insurance company, and any payments thereunder do not require further regulatory approval.

The following summarizes the current ownership structure of CNO’s primary subsidiaries:
The ability of our 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 for any 12-month period in amounts equal to the greater of (or in a few 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. This type of dividend is referred to as an "ordinary dividend". Any dividend in excess of these levels or from an insurance company that has negative earned surplus requires the approval of the director or commissioner of the applicable state insurance department and is referred to as an "extraordinary dividend".  Each of the direct insurance subsidiaries of CDOC has significant negative earned surplus and any dividend payments from the subsidiaries of CDOC would be considered extraordinary dividends and, therefore, require the approval of the director or commissioner of the applicable state insurance department.  In the first nine months of 2014, our insurance subsidiaries paid extraordinary dividends to CDOC totaling $227.0 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.

We generally maintain capital and surplus levels in our insurance subsidiaries in an amount that is sufficient to maintain a minimum consolidated RBC ratio of 350 percent and may seek to have our insurance subsidiaries pay ordinary dividends or request regulatory approval for extraordinary dividends when the consolidated RBC ratio exceeds such level and we have

95

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

concluded the capital level in each of our insurance subsidiaries is adequate to support their business and projected growth.  The consolidated RBC ratio of our insurance subsidiaries was estimated at 425 percent at September 30, 2014.  

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 state insurance department).  The estimated RBC ratio of CLTX was 365 percent at September 30, 2014.  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 state insurance department. Dividends and other payments from our non-insurance subsidiaries, including 40|86 Advisors and CNO Services, 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.

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 September 30, 2014, the subsidiaries of CLTX had earned surplus (deficit) as summarized below (dollars in millions):

Subsidiary of CDOC
 
Earned surplus (deficit)
 
Additional information
Subsidiaries of CLTX:
 
 
 
 
Bankers Life
 
$
389.7

 
(a)
Colonial Penn
 
(276.8
)
 
(b)
____________________
(a)
Bankers Life paid ordinary dividends of $95.0 million to CLTX in the first nine months of 2014.
(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.

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 strengthen their surplus, and these decisions could limit the amount available at our top tier insurance subsidiaries to pay dividends to the holding companies. CDOC made $53.0 million of capital contributions to its insurance subsidiaries in the first nine months of 2014.

In the first nine months of 2014, we repurchased 14.1 million shares of common stock for $244.1 million under our securities repurchase program. In addition, in September 2014, we repurchased all outstanding warrants which could have been exercised to purchase shares of our common stock for $57.4 million pursuant to our securities repurchase program. The Company had remaining repurchase authority of $95.9 million as of September 30, 2014. We currently anticipate repurchasing securities in the range of $350 million to $400 million during 2014, absent compelling alternatives. The amount and timing of the securities repurchases will be based on business and market conditions and other factors.

In the first nine months of 2014, we paid dividends on common stock of $39.0 million ($0.18 per common share). In March 2014, we increased our quarterly common stock dividend to $0.06 per share from $0.03 per share.

In the first nine months of 2014, we made $39.6 million of scheduled quarterly principal payments due under the Senior Secured Credit Agreement.

On May 30, 2014, the Company completed an amendment to the Senior Secured Credit Agreement to waive the requirement that the net proceeds in excess of $125 million to be received from the sale of CLIC be used to prepay amounts outstanding under the Senior Secured Credit Agreement. In the second quarter of 2014, we recognized expenses related to the

96

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

amendment of the Senior Secured Credit Agreement totaling $.4 million which are included in the loss on extinguishment or modification of debt.

The amendment to the Senior Secured Credit Agreement did not impact the restrictions set forth in the 6.375% Indenture regarding the Company’s use of the proceeds from the sale of CLIC. Under the Indenture, the net proceeds received by the Company from the sale of CLIC (defined as "Net Available Cash" under the Indenture) may be used to: (i) reinvest in or acquire assets to be used in the insurance business or a related business; or (ii) repay the Senior Secured Credit Agreement. Under the Indenture, any Net Available Cash not so reinvested or applied within 365 days after the closing of the sale of CLIC must be used to make an offer to purchase the outstanding notes at par and, in the interim, may only be invested as set forth in the Indenture. The Company currently plans to reinvest the cash received from the sale of CLIC in its business including the payment on July 1, 2014, of $28.0 million to recapture a block of life insurance business from Wilton Re.

Mandatory prepayments of the Senior Secured Credit Agreement will be required, subject to certain exceptions, in an amount equal to: (i) 100% of the net cash proceeds from certain asset sales or casualty events; (ii) 100% of the net cash proceeds received by the Company or any of its restricted subsidiaries from certain debt issuances; and (iii) 100% of the amount of certain restricted payments made (including any common stock dividends and share repurchases) as defined in the Senior Secured Credit Agreement provided that if, as of the end of the fiscal quarter immediately preceding such restricted payment, the debt to total capitalization ratio is: (x) equal to or less than 25.0%, but greater than 20.0%, the prepayment requirement shall be reduced to 33.33%; or (y) equal to or less than 20.0%, the prepayment requirement shall not apply.

Notwithstanding the foregoing, no mandatory prepayments pursuant to item (i) in the preceding paragraph shall be required if: (x) the debt to total capitalization ratio is equal or less than 20% and (y) either (A) the financial strength rating of certain of the Company's insurance subsidiaries is equal or better than A- (stable) from A.M. Best or (B) the Senior Secured Credit Agreement is rated equal or better than BBB- (stable) from S&P and Baa3 (stable) by Moody's.

The Senior Secured Credit Agreement requires the Company to maintain (each as calculated in accordance with the Senior Secured Credit Agreement): (i) a debt to total capitalization ratio of not more than 27.5 percent (such ratio was 17.6 percent at September 30, 2014); (ii) an interest coverage ratio of not less than 2.50 to 1.00 for each rolling four quarters (or, if less, the number of full fiscal quarters commencing after the effective date of the Senior Secured Credit Agreement) (such ratio was 16.62 to 1.00 for the four quarters ended September 30, 2014); (iii) an aggregate ratio of total adjusted capital to company action level risk-based capital for the Company's insurance subsidiaries of not less than 250 percent (such ratio was 425 percent at September 30, 2014); and (iv) a combined statutory capital and surplus for the Company's insurance subsidiaries of at least $1,300.0 million (combined statutory capital and surplus at September 30, 2014, was $1,806 million).

Under the 6.375% Indenture, the Company can make Restricted Payments (as such term is defined in the 6.375% Indenture) up to a calculated limit, provided that the Company's pro forma risk-based capital ratio exceeds 225% after giving effect to the Restricted Payment and certain other conditions are met. Restricted Payments include, among other items, repurchases of common stock and cash dividends on common stock (to the extent such dividends exceed $30 million in the aggregate in any calendar year).

The limit of Restricted Payments permitted under the 6.375% Indenture is the sum of (x) 50% of the Company's "Net Excess Cash Flow" (as defined in the 6.375% Indenture) for the period (taken as one accounting period) from July 1, 2012 to the end of the Company's most recently ended fiscal quarter for which financial statements are available at the time of such Restricted Payment, (y) $175.0 million and (z) certain other amounts specified in the 6.375% Indenture. Based on the provisions set forth in the 6.375% Indenture and the Company's Net Excess Cash Flow for the period from July 1, 2012 through September 30, 2014, the Company could have made additional Restricted Payments under this 6.375% Indenture covenant of approximately $172 million as of September 30, 2014. This limitation on Restricted Payments does not apply if the Debt to Total Capitalization Ratio (as defined in the 6.375% Indenture) as of the last day of the Company's most recently ended fiscal quarter for which financial statements are available that immediately precedes the date of any Restricted Payment, calculated immediately after giving effect to such Restricted Payment and any related transactions on a pro forma basis, is equal to or less than 17.5%.

On May 30, 2014, we repurchased the remaining $3.5 million principal amount of the 7.0% Debentures for a purchase price of $3.7 million and recognized a loss on the extinguishment of debt of $.2 million.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

The scheduled principal payments on our direct corporate obligations are as follows at September 30, 2014 (dollars in millions):

Year ending September 30,
Principal
2015
$
79.2

2016
79.2

2017
4.3

2018
379.2

2019
—

2020
275.0

 
$
816.9


On August 14, 2014, A.M. Best upgraded our issuer credit and senior secured debt ratings to "bb+" from "bb" and the outlook for these ratings is positive. A "positive" designation indicates a possible rating upgrade over an intermediate term due to favorable financial/market trends relative to the current rating level. In A.M. Best's view, a company rated "bb+" has speculative credit characteristics generally due to a moderate margin of principal and interest payment protection and vulnerability to economic changes. Pluses and minuses show the relative standing within a category. A.M. Best has a total of 22 possible ratings ranging from "aaa (Exceptional)" to "d (In default)". There are ten ratings above CNO's "bb+" rating and eleven ratings that are below its rating.

On July 2, 2014, S&P upgraded our issuer credit and senior secured debt ratings to "BB+" from "BB" and the outlook for these ratings is stable. On July 24, 2013, S&P upgraded such ratings to "BB" from "BB-". In S&P's view, an obligation rated "BB" is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor's inadequate capacity 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 ten ratings above CNO's "BB+" rating and eleven ratings that are below its rating.

On May 5, 2014, Fitch upgraded our issuer credit and senior secured debt ratings to "BB+" from "BB" and the outlook for these ratings is positive. The rating outlook indicates the direction a rating is likely to move over a one to two year period. In Fitch's view, an obligation rated "BB" indicates an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. Pluses and minuses show the relative standing within a category. Fitch has a total of 21 possible ratings ranging from "AAA" to "D". There are ten ratings above CNO's "BB+" rating and ten ratings that are below its rating.

On March 27, 2014, Moody's upgraded our issuer credit and senior secured debt ratings to "Ba2" from "Ba3" and the outlook for these ratings is positive. A positive designation indicates a higher likelihood of a ratings change over the medium term. In Moody's view, obligations rated "Ba" are judged to have speculative elements and are subject to substantial credit risk. 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 eleven ratings above CNO's "Ba2" rating and nine 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
___________________

INVESTMENTS

At September 30, 2014, the amortized cost, gross unrealized gains and 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
 
Estimated
fair
value
Investment grade (a):
 
 
 
 
 
 
 
Corporate securities
$
11,186.3

 
$
1,557.2

 
$
(23.0
)
 
$
12,720.5

United States Treasury securities and obligations of United States government corporations and agencies
137.5

 
14.3

 
(.3
)
 
151.5

States and political subdivisions
1,956.7

 
232.1

 
(4.0
)
 
2,184.8

Debt securities issued by foreign governments
1.8

 
—

 
—

 
1.8

Asset-backed securities
715.3

 
46.2

 
(.9
)
 
760.6

Collateralized debt obligations
312.1

 
3.6

 
(.7
)
 
315.0

Commercial mortgage-backed securities
1,209.4

 
78.7

 
(.6
)
 
1,287.5

Mortgage pass-through securities
7.7

 
.4

 
—

 
8.1

Collateralized mortgage obligations
588.1

 
22.3

 
(.9
)
 
609.5

Total investment grade fixed maturities, available for sale
16,114.9

 
1,954.8

 
(30.4
)
 
18,039.3

Below-investment grade (a):
 

 
 

 
 

 
 

Corporate securities
1,191.7

 
36.1

 
(21.1
)
 
1,206.7

States and political subdivisions
20.7

 
—

 
(1.2
)
 
19.5

Asset-backed securities
513.1

 
37.5

 
(2.2
)
 
548.4

Collateralized debt obligations
11.6

 
.3

 
—

 
11.9

Commercial mortgage-backed securities
.9

 
—

 
—

 
.9

Collateralized mortgage obligations
717.1

 
67.2

 
(.5
)
 
783.8

Total below-investment grade fixed maturities, available for sale
2,455.1

 
141.1

 
(25.0
)
 
2,571.2

Total fixed maturities, available for sale
$
18,570.0

 
$
2,095.9

 
$
(55.4
)
 
$
20,610.5

_______________
(a)
Investment ratings – 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 National Association of Insurance Commissioners (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.

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 dependent 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:


99

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

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 September 30, 2014 is as follows (dollars in millions):

NAIC designation
 
Amortized cost
 
Estimated fair value
 
Percentage of total estimated fair value
1
 
$
8,980.0

 
$
10,030.1

 
48.7
%
2
 
8,312.5

 
9,284.6

 
45.0

3
 
897.4

 
916.4

 
4.5

4
 
353.2

 
352.1

 
1.7

5
 
26.9

 
27.0

 
.1

6
 
—

 
.3

 
—

 
 
$
18,570.0

 
$
20,610.5

 
100.0
%


100

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Concentration of 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 September 30, 2014 (dollars in millions):

 
Carrying value
 
Percent of fixed maturities
 
Gross unrealized losses
 
Percent of gross unrealized losses
States and political subdivisions
$
2,204.3

 
10.7
%
 
$
5.2

 
9.4
%
Energy/pipelines
2,129.5

 
10.3

 
11.9

 
21.5

Utilities
1,718.1

 
8.3

 
.2

 
.4

Insurance
1,419.0

 
6.9

 
1.0

 
1.8

Collateralized mortgage obligations
1,393.3

 
6.8

 
1.4

 
2.4

Asset-backed securities
1,309.0

 
6.3

 
3.1

 
5.7

Commercial mortgage-backed securities
1,288.4

 
6.2

 
.6

 
1.0

Healthcare/pharmaceuticals
1,117.3

 
5.4

 
4.6

 
8.3

Food/beverage
920.7

 
4.5

 
4.2

 
7.6

Cable/media
842.8

 
4.1

 
4.5

 
8.1

Real estate/REITs
723.8

 
3.5

 
.2

 
.3

Banks
676.6

 
3.3

 
.1

 
.2

Capital goods
591.4

 
2.9

 
.7

 
1.3

Aerospace/defense
396.1

 
1.9

 
.3

 
.4

Transportation
392.8

 
1.9

 
.1

 
.2

Chemicals
372.3

 
1.8

 
1.8

 
3.2

Telecom
367.8

 
1.8

 
.9

 
1.6

Collateralized debt obligations
326.9

 
1.6

 
.7

 
1.3

Building materials
312.0

 
1.5

 
4.0

 
7.3

Metals and mining
289.7

 
1.4

 
.7

 
1.3

Paper
265.1

 
1.3

 
.4

 
.8

Brokerage
241.0

 
1.2

 
.3

 
.6

Technology
219.0

 
1.1

 
.4

 
.8

Business services
212.8

 
1.0

 
5.6

 
10.1

Other
880.8

 
4.3

 
2.5

 
4.4

Total fixed maturities, available for sale
$
20,610.5

 
100.0
%
 
$
55.4

 
100.0
%

Below-Investment Grade Securities

At September 30, 2014, the amortized cost of the Company's below-investment grade fixed maturity securities was $2,455.1 million, or 13 percent of the Company's fixed maturity portfolio. The estimated fair value of the below-investment grade portfolio was $2,571.2 million, or 105 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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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Net Realized Investment Gains (Losses)

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

 
Three months ended
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Fixed maturity securities, available for sale:
 
 
 
 
 
 
 
Gross realized gains on sale
$
8.3

 
$
12.9

 
$
54.7

 
$
40.3

Gross realized losses on sale
(2.6
)
 
(6.4
)
 
(11.1
)
 
(9.8
)
Impairments:
 
 
 
 
 
 
 
Total other-than-temporary impairment losses
—

 
(1.6
)
 
—

 
(1.6
)
Other-than-temporary impairment losses recognized in accumulated other comprehensive income
—

 
—

 
—

 
—

Net impairment losses recognized
—

 
(1.6
)
 
—

 
(1.6
)
Net realized investment gains from fixed maturities
5.7

 
4.9

 
43.6

 
28.9

Equity securities
1.9

 
—

 
9.8

 
—

Commercial mortgage loans
(1.2
)
 
(1.7
)
 
(.1
)
 
(1.0
)
Impairments of mortgage loans and other investments
(2.8
)
 
(1.3
)
 
(14.7
)
 
(1.9
)
Other
.4

 
(2.0
)
 
1.2

 
(7.6
)
Net realized investment gains (losses)
$
4.0

 
$
(.1
)
 
$
39.8

 
$
18.4


During the first nine months of 2014, we recognized net realized investment gains of $39.8 million, which were comprised of $48.4 million of net gains from the sales of investments (primarily fixed maturities) with proceeds of $1.7 billion, the increase in fair value of certain fixed maturity investments with embedded derivatives of $6.1 million and $14.7 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

During the first nine months of 2013, we recognized net realized investment gains of $18.4 million, which were comprised of $30.7 million of net gains from the sales of investments (primarily fixed maturities) with proceeds of $1.7 billion and the decrease in fair value of certain fixed maturity investments with embedded derivatives of $8.8 million and $3.5 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

At September 30, 2014, fixed maturity securities in default or considered nonperforming had an aggregate amortized cost and a carrying value of nil and $.3 million, respectively.

During the first nine months of 2014, the $11.1 million of realized losses on sales of $213.1 million of fixed maturity securities, available for sale, included:  (i) $.7 million of losses related to the sales of securities issued by state and political subdivisions; and (ii) $10.4 million of additional losses primarily related to various corporate securities.  Securities are generally sold at a loss following unforeseen issue-specific events or conditions or shifts in perceived risks.  These reasons include but are not limited to:  (i) changes in the investment environment; (ii) expectation that the market value could deteriorate further; (iii) desire to reduce our exposure to an asset class, an issuer or an industry; (iv) prospective or actual changes in credit quality; or (v) changes in expected cash flows.

During the first nine months of 2013, the $9.8 million of realized losses on sales of $387.9 million of fixed maturity securities, available for sale, included: (i) $2.4 million of losses related to the sales of mortgage-backed securities and asset-backed securities; and (ii) $7.4 million of additional losses primarily related to various corporate securities.

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

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

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.

We regularly evaluate all of our investments with unrealized losses for possible impairment.  Our assessment of whether unrealized losses are "other than temporary" requires significant judgment.  Factors considered include:  (i) the extent to which fair value is less than the cost basis; (ii) the length of time that the fair value has been less than cost; (iii) whether the unrealized loss is event driven, credit-driven or a result of changes in market interest rates or risk premium; (iv) the near-term prospects for specific events, developments or circumstances likely to affect the value of the investment; (v) the investment's rating and whether the investment is investment-grade and/or has been downgraded since its purchase; (vi) whether the issuer is current on all payments in accordance with the contractual terms of the investment and is expected to meet all of its obligations under the terms of the investment; (vii) whether we intend to sell the investment or it is more likely than not that circumstances will require us to sell the investment before recovery occurs; (viii) the underlying current and prospective asset and enterprise values of the issuer and the extent to which the recoverability of the carrying value of our investment may be affected by changes in such values; (ix) projections of, and unfavorable changes in, cash flows on structured securities including mortgage-backed and asset-backed securities; (x) our best estimate of the value of any collateral; and (xi) other objective and subjective factors.

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 September 30, 2014, 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
$
3.2

 
$
3.2

Due after one year through five years
104.1

 
103.3

Due after five years through ten years
466.2

 
452.9

Due after ten years
834.9

 
799.4

Subtotal
1,408.4

 
1,358.8

Structured securities
463.7

 
457.9

Total
$
1,872.1

 
$
1,816.7


The following summarizes the investments in our portfolio rated below-investment grade which have been continuously in an unrealized loss position exceeding 20 percent of the cost basis for the period indicated as of September 30, 2014 (dollars in millions):

 
Cost
basis
 
Unrealized
loss
 
Estimated
fair value
Less than 6 months
$
4.4

 
$
(.9
)
 
$
3.5

Greater than 12 months
19.5

 
(4.5
)
 
15.0

 
$
23.9

 
$
(5.4
)
 
$
18.5


The investments summarized above were issued by one company.



103

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

The following table summarizes the gross unrealized losses of our fixed maturity securities, available for sale, by category and ratings category as of September 30, 2014 (dollars in millions):

 
Investment grade
 
Below-investment grade
 
 
 
AAA/AA/A
 
BBB
 
BB
 
B+ and
below
 
Total gross
unrealized
losses
Energy/pipelines
$
—

 
$
7.9

 
$
.7

 
$
3.3

 
$
11.9

Business services
—

 
—

 
5.5

 
.1

 
5.6

States and political subdivisions
3.0

 
1.0

 
1.2

 
—

 
5.2

Healthcare/pharmaceuticals
—

 
4.4

 
.1

 
.1

 
4.6

Cable/media
—

 
3.3

 
.9

 
.3

 
4.5

Food/beverage
.6

 
.7

 
1.9

 
1.0

 
4.2

Building materials
—

 
—

 
3.7

 
.3

 
4.0

Asset-backed securities
.4

 
.5

 
.2

 
2.0

 
3.1

Chemicals
—

 
1.6

 
.1

 
.1

 
1.8

Collateralized mortgage obligations
.8

 
.1

 
.3

 
.2

 
1.4

Insurance
.1

 
.9

 
—

 
—

 
1.0

Telecom
—

 
.4

 
.1

 
.4

 
.9

Retail
—

 
.9

 
—

 
—

 
.9

Capital goods
—

 
.3

 
—

 
.4

 
.7

Metals and mining
—

 
.3

 
.4

 
—

 
.7

Collateralized debt obligations
.7

 
—

 
—

 
—

 
.7

Commercial mortgage-backed securities
.1

 
.5

 
—

 
—

 
.6

Paper
—

 
.1

 
—

 
.3

 
.4

Technology
—

 
—

 
.3

 
.1

 
.4

Brokerage
—

 
.2

 
.1

 
—

 
.3

United States Treasury securities and obligations of United States government corporations and agencies
.3

 
—

 
—

 
—

 
.3

Consumer products
—

 
—

 
.3

 
—

 
.3

Aerospace/defense
—

 
—

 
.2

 
.1

 
.3

Utilities
—

 
.2

 
—

 
—

 
.2

Real estate/REITs
—

 
.1

 
—

 
.1

 
.2

Banks
—

 
.1

 
—

 
—

 
.1

Autos
—

 
.1

 
—

 
—

 
.1

Transportation
—

 
.1

 
—

 
—

 
.1

Entertainment/hotels
—

 
—

 
.1

 
—

 
.1

Gaming
—

 
—

 
.1

 
—

 
.1

Other
—

 
.7

 
—

 
—

 
.7

Total fixed maturities, available for sale
$
6.0

 
$
24.4

 
$
16.2

 
$
8.8

 
$
55.4


Our investment strategy is to maximize, over a sustained period and within acceptable parameters of quality and risk, investment income and total investment return through active 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

104

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

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 that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that such securities have been in a continuous unrealized loss position, at September 30, 2014 (dollars in millions):

 
 
Less than 12 months
 
12 months or greater
 
Total
Description of securities
 
Fair
value
 
Unrealized
losses
 
Fair
value
 
Unrealized
losses
 
Fair
value
 
Unrealized
losses
United States Treasury securities and obligations of United States government corporations and agencies
 
$
1.0

 
$
—

 
$
18.3

 
$
(.3
)
 
$
19.3

 
$
(.3
)
States and political subdivisions
 
66.1

 
(1.0
)
 
90.6

 
(4.2
)
 
156.7

 
(5.2
)
Corporate securities
 
871.1

 
(20.7
)
 
311.7

 
(23.4
)
 
1,182.8

 
(44.1
)
Asset-backed securities
 
116.7

 
(1.1
)
 
69.5

 
(2.0
)
 
186.2

 
(3.1
)
Collateralized debt obligations
 
91.2

 
(.7
)
 
—

 
—

 
91.2

 
(.7
)
Commercial mortgage-backed securities
 
35.9

 
(.2
)
 
19.1

 
(.4
)
 
55.0

 
(.6
)
Mortgage pass-through securities
 
.9

 
—

 
.8

 
—

 
1.7

 
—

Collateralized mortgage obligations
 
113.6

 
(1.2
)
 
10.2

 
(.2
)
 
123.8

 
(1.4
)
Total fixed maturities, available for sale
 
$
1,296.5

 
$
(24.9
)
 
$
520.2

 
$
(30.5
)
 
$
1,816.7

 
$
(55.4
)
Equity securities
 
$
128.3

 
$
(1.0
)
 
$
.5

 
$
—

 
$
128.8

 
$
(1.0
)

Based on management's current assessment of investments with unrealized losses at September 30, 2014, the Company believes the issuers of the securities will continue to meet their obligations (or with respect to equity-type securities, the investment value will recover to its cost basis).  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.

Structured Securities

At September 30, 2014 fixed maturity investments included structured securities with an estimated fair value of $4.3 billion (or 21.0 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.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

The following table sets forth the par value, amortized cost and estimated fair value of structured securities, summarized by interest rates on the underlying collateral, at September 30, 2014 (dollars in millions):

 
Par
value
 
Amortized
cost
 
Estimated
fair value
Below 4 percent
$
1,108.0

 
$
910.8

 
$
935.3

4 percent – 5 percent
754.6

 
711.8

 
743.5

5 percent – 6 percent
1,922.7

 
1,796.8

 
1,925.6

6 percent – 7 percent
564.7

 
525.6

 
577.0

7 percent – 8 percent
94.4

 
96.2

 
109.6

8 percent and above
33.2

 
34.1

 
34.7

Total structured securities
$
4,477.6

 
$
4,075.3

 
$
4,325.7


The amortized cost and estimated fair value of structured securities at September 30, 2014, summarized by type of security, were as follows (dollars in millions):

 
 
 
Estimated fair value
Type
Amortized
cost
 
Amount
 
Percent
of fixed
maturities
Pass-throughs, sequential and equivalent securities
$
1,026.7

 
$
1,095.6

 
5.3
%
Planned amortization classes, target amortization classes and accretion-directed bonds
240.9

 
260.7

 
1.2

Commercial mortgage-backed securities
1,210.3

 
1,288.4

 
6.3

Asset-backed securities
45.3

 
45.1

 
.2

Collateralized debt obligations
1,228.4

 
1,309.0

 
6.4

Other
323.7

 
326.9

 
1.6

Total structured securities
$
4,075.3

 
$
4,325.7

 
21.0
%

Pass-throughs, sequentials and equivalent securities have unique prepayment variability characteristics.  Pass-through securities typically return principal to the holders based on cash payments from the underlying mortgage obligations. Sequential securities return principal to tranche holders in a detailed hierarchy.  Planned amortization classes, targeted amortization classes and accretion-directed bonds adhere to fixed schedules of principal payments as long as the underlying mortgage loans experience prepayments within certain estimated ranges.  In most circumstances, changes in prepayment rates are first absorbed by support or companion classes insulating the timing of receipt of cash flows from the consequences of both faster prepayments (average life shortening) and slower prepayments (average life extension).

Commercial mortgage-backed securities are secured by commercial real estate mortgages, generally income producing properties that are managed for profit.  Property types include multi-family dwellings including apartments, retail centers, hotels, restaurants, hospitals, nursing homes, warehouses, and office buildings.  While most commercial mortgage-backed securities 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.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

Commercial Mortgage Loans

The following table provides the carrying value and estimated fair value of our outstanding mortgage loans and the underlying collateral as of September 30, 2014 (dollars in millions):

 
 
 
Estimated fair
value
Loan-to-value ratio (a)
Carrying value
 
Mortgage loans
 
Collateral
Less than 60%
$
711.1

 
$
746.9

 
$
1,630.3

60% to 70%
359.3

 
365.4

 
559.3

Greater than 70% to 80%
401.6

 
408.7

 
540.2

Greater than 80% to 90%
125.3

 
130.9

 
149.3

Greater than 90%
24.5

 
23.6

 
27.0

Total
$
1,621.8

 
$
1,675.5

 
$
2,906.1

________________
(a)
Loan-to-value ratios are calculated as the ratio of:  (i) the carrying value of the commercial mortgage loans; to (ii) the estimated fair value of the underlying collateral.


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
 
Nine months ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
Net investment income – policyholder and reinsurer accounts and other special-purpose portfolios
$
12.3

 
$
11.1

 
$
33.2

 
$
31.5

Fee revenue and other income
.4

 
.3

 
.6

 
1.6

Total revenues
12.7

 
11.4

 
33.8

 
33.1

Expenses:
 
 
 
 
 
 
 
Interest expense
8.6

 
7.0

 
21.5

 
19.2

Other operating expenses
.2

 
.2

 
.8

 
1.1

Total expenses
8.8

 
7.2

 
22.3

 
20.3

Income before net realized investment losses and income taxes
3.9

 
4.2

 
11.5

 
12.8

Net realized investment losses
(.2
)
 
(1.1
)
 
(2.2
)
 
(1.4
)
Income before income taxes
$
3.7

 
$
3.1

 
$
9.3

 
$
11.4


During the first nine months of 2014, we recognized net realized investment losses on the VIE investments of $2.2 million.  During the first nine months of 2013, we recognized net realized investment losses on the VIE investments of $1.4 million, which were comprised of $.3 million of net losses from the sales of fixed maturities, and $1.1 million of writedowns of investments as a result of our intent to sell such investments.



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Supplemental Information on Investments Held by VIEs

The following table summarizes the carrying values of the investments held by the VIEs by category as of September 30, 2014 (dollars in millions):
 
Carrying value
 
Percent
of fixed
maturities
 
Gross
unrealized
losses
 
Percent of
gross
unrealized
losses
Cable/media
$
128.8

 
9.6
%
 
$
2.3

 
13.2
%
Healthcare/pharmaceuticals
128.1

 
9.5

 
1.0

 
5.7

Food/beverage
122.0

 
9.1

 
1.3

 
7.3

Technology
116.4

 
8.7

 
1.4

 
8.1

Autos
86.0

 
6.4

 
1.0

 
6.0

Capital goods
72.7

 
5.4

 
.9

 
5.1

Energy/pipelines
71.1

 
5.3

 
1.6

 
9.5

Entertainment/hotels
66.8

 
5.0

 
.9

 
5.1

Brokerage
58.4

 
4.3

 
1.2

 
6.9

Consumer products
52.4

 
3.9

 
.6

 
3.3

Aerospace/defense
48.3

 
3.6

 
.6

 
3.3

Paper
47.2

 
3.5

 
.4

 
2.5

Utilities
41.2

 
3.1

 
.5

 
2.7

Chemicals
40.1

 
3.0

 
.4

 
2.2

Building materials
39.1

 
2.9

 
.7

 
3.8

Transportation
35.4

 
2.6

 
.5

 
3.0

Gaming
27.7

 
2.1

 
.3

 
2.0

Retail
25.6

 
1.9

 
.3

 
1.6

Metals and mining
25.3

 
1.9

 
.2

 
1.2

Insurance
23.9

 
1.8

 
.2

 
1.1

Real estate/REITs
19.6

 
1.5

 
.2

 
1.4

Telecom
11.9

 
.9

 
.3

 
1.7

Textiles
1.0

 
—

 
—

 
—

Other
54.0

 
4.0

 
.6

 
3.3

Total
$
1,343.0

 
100.0
%
 
$
17.4

 
100.0
%


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

The following table sets forth the amortized cost and estimated fair value of those investments held by the VIEs with unrealized losses at September 30, 2014, 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 after one year through five years
$
341.7

 
$
338.0

Due after five years through ten years
867.7

 
854.0

Total
$
1,209.4

 
$
1,192.0


There were no investments held by the VIEs rated below-investment grade which had been continuously in an unrealized loss position exceeding 20 percent of the cost basis as of September 30, 2014.



NEW ACCOUNTING STANDARDS

See "Recently Issued Accounting Standards" in the notes to consolidated financial statements for a discussion of recently 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, 2013.  There have been no material changes in the first nine months of 2014 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).  Based on its evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2014, 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 Securities Exchange Act of 1934 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 Securities Exchange Act of 1934) during the three months ended September 30, 2014, 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
___________________

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 risk factors.  Any or all of such factors 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, 2013, 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
 
Total number of shares (or units)
 
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)
 
July 1 through July 31
 
1,800,017

 
$
17.23

 
1,796,876

 
$
229.8

 
August 1 through August 31
 
3,187,700

 
16.93

 
3,187,700

 
175.8

 
September 1 through September 30
 
1,299,654

 
17.31

 
1,299,654

 
95.9

(b)
Total
 
6,287,371

 
17.09

 
6,284,230

 
95.9

(b)
_________________
(a)
In May 2011, the Company announced a securities repurchase program of up to $100.0 million. In February 2012, June 2012, December 2012 and December 2013, the Company's Board of Directors approved, in aggregate, an additional $800.0 million to repurchase the Company's outstanding securities.
(b)
In addition, in September 2014 the Company repurchased all outstanding warrants to purchase an aggregate of 5,118,113 shares of common stock for $57.4 million. The repurchase was part of our previously announced securities repurchase program.


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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________


ITEM 6. EXHIBITS.

10.1
Amendment to Employment Agreement dated as of October 1, 2014 between CNO Financial Group, Inc. and Edward J. Bonach.
 
 
10.2
Amendment to Employment Agreement dated as of July 6, 2014 between CNO Financial Group, Inc. and Scott R. Perry.
 
 
10.3
Amendment to Employment Agreement dated as of November 1, 2014 between CNO Services, LLC and Christopher J. Nickele.
 
 
10.4
Amendment to Employment Agreement dated as of July 1, 2014 between CNO Services, LLC and Matthew J. Zimpfer.
 
 
12.1
Computation of Ratio of Earnings to Fixed Charges.
 
 
31.1
Certification Pursuant to the Securities Exchange Act Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
31.2
Certification Pursuant to the Securities Exchange Act Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
32.1
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
32.2
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
101.INS
XBRL Instance 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.

111


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:  November 5, 2014
 
By:
/s/ Frederick J. Crawford
 
 
Frederick J. Crawford
 
 
Executive Vice President and Chief Financial Officer
 
 
(authorized officer and principal financial officer)


112