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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 29, 2022

CNO Financial Group, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware001-3179275-3108137
(State or Other
Jurisdiction of Incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
11825 North Pennsylvania Street
Carmel, Indiana  46032
(Address of Principal Executive Offices) (Zip Code)

(317) 817-6100
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareCNONew York Stock Exchange
Rights to purchase Series E Junior Participating Preferred StockNew York Stock Exchange
5.125% Subordinated Debentures due 2060CNOpANew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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



Item 2.02.Results of Operations and Financial Condition.

On August 1, 2022, CNO Financial Group, Inc. ("CNO" or the "Company") issued: (i) a press release announcing its financial results for the quarter ended June 30, 2022, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference; (ii) the Quarterly Financial Supplement for June 30, 2022, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference; and (iii) additional financial information related to its financial and operating results for the quarter ended June 30, 2022, a copy of which is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

The information contained under Item 2.02 in this Current Report on Form 8-K (including Exhibits 99.1, 99.2 and 99.3) is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.


Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Following the affirmative vote of the Company's shareholders at CNO's annual meeting on May 19, 2022, the Company amended its Amended and Restated Certificate of Incorporation, effective July 29, 2022. This amendment extends the protective amendment to preserve the value of tax net operating losses and certain other tax losses. The Amended and Restated Certificate of Incorporation of the Company is filed herewith as Exhibit 3.1.


Item 9.01(d).Financial Statements and Exhibits.

The following materials are exhibits to this Current Report on Form 8-K:

3.1
3.1.1
99.1
99.2
99.3
104Cover Page Interactive Data File (embedded within the Inline XBRL document).





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SIGNATURES

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 hereunto duly authorized.
CNO Financial Group, Inc.
Date: August 1, 2022
By:/s/ John R. Kline
John R. Kline
Senior Vice President and
Chief Accounting Officer




3

Exhibit 3.1

AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CNO FINANCIAL GROUP, INC.

CNO Financial Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The original name of the Corporation was Conseco, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on March 25, 2003.

2.The Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

3.The Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

ARTICLE ONE
The name of the Corporation is CNO Financial Group, Inc.

ARTICLE TWO
The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, DE 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR

Section 1.    Authorized Shares. The total number of shares of capital stock which the Corporation has authority to issue is 8,265,000,000 shares, consisting of:

(a)265,000,000 shares of Preferred Stock, par value $.01 per share (“Preferred Stock”); and

(b)8,000,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”).


The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below.

Section 2.    Preferred Stock. The Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law.

Section 3.    Common Stock.

(a)Dividends. Except as otherwise provided by the Delaware General Corporation Law or this Amended and Restated Certificate of Incorporation (the “Certificate”), the holders of Common Stock, subject to the rights of holders of any series of Preferred Stock, shall share ratably in all dividends as may from time to time be declared by the Board of Directors in respect of the Common Stock out of funds legally available for the payment thereof and payable in cash, stock or otherwise and other distributions, whether in respect of liquidation or dissolution (voluntary or involuntary) or otherwise after payment of liabilities and liquidation preference on any outstanding Preferred Stock.

(b)Preemptive Rights. No holder of Common Stock shall have any preemptive rights with respect to the Common Stock or any other securities of the Corporation, or to any obligations convertible (directly or indirectly) into securities of the Corporation whether now or hereafter authorized.

(c)Voting Rights. Except as otherwise provided by the Delaware General Corporation Law or this Certificate and subject to the rights of holders of any series of Preferred Stock, all of the voting power of the stockholders of the Corporation shall be vested in the holders of the Common Stock, and each holder of Common Stock shall have one vote for each share held by such holder on all matters voted upon by the stockholders of the Corporation.

Section 4.    Limitations on Voting Rights.

Notwithstanding the voting rights granted to holders of Common Stock and Preferred Stock (collectively, the “Stock”) elsewhere in this Certificate or in any certificate of designations with respect to Preferred Stock, the voting rights of any Stock held by any holder as of the effective date of the Reorganizing Debtors’ Joint Plan of Reorganization pursuant to Chapter 11 of the United States Bankruptcy Code, dated March 18, 2003, as amended from time to time shall be automatically reduced, with respect to any particular stockholder vote or action by written consent, to the extent, if any, required to avoid a presumption of control arising from the beneficial
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ownership of voting securities under the insurance statutes or regulations applicable to any direct or indirect insurance company subsidiary of the Corporation, provided that no such reduction shall (without such holder’s written consent) reduce such voting rights (i) by more than the minimum amount required to reduce such voting rights to less than 10% of the aggregate voting rights of all Stock entitled to vote or consent with respect to such vote or action, or (ii) to the extent that such holder’s acquisition of control or deemed acquisition of control of the direct and indirect insurance company subsidiaries of the Corporation has been approved under, or is exempt from the approval requirements of, all insurance statutes and regulations applicable to the direct and indirect insurance company subsidiaries of the Corporation.

ARTICLE FIVE

The Corporation is to have perpetual existence.

ARTICLE SIX

Except as otherwise provided in this Certificate (including any duly authorized certificate of designation of any series of Preferred Stock), Directors shall be elected in accordance with the procedures and requirements prescribed by the Bylaws of the Corporation. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE SEVEN

Subject to any rights of the holders of any series of Preferred Stock pursuant to a duly authorized certificate of designation to elect additional Directors under specified circumstances, the number of directors which shall constitute the Board of Directors shall initially be established at seven and, thereafter, shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of Directors then in office.

ARTICLE EIGHT

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.

ARTICLE NINE

Section 1.    Limitation of Liability.

(a)To the fullest extent permitted by the Delaware General Corporation Law as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), and except as otherwise provided in the Corporation’s Bylaws, no Director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders.

(b)Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.
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Section 2.    Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she is or was a Director, officer or employee of the Corporation or a wholly owned subsidiary of the Corporation or, while a Director, officer or employee of the Corporation or a wholly owned subsidiary of the Corporation, is or was serving at the request of the Corporation or a wholly owned subsidiary of the Corporation as a Director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other entity or enterprise, including service with respect to an employee benefit plan (an “indemnitee”) shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee, partner, member, trustee, fiduciary or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 2 of this ARTICLE NINE shall be a contract right and shall include the obligation of the Corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advance of expenses incurred by an indemnitee in his or her capacity as a Director or officer shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

ARTICLE TEN

Section 1.    Classification of Directors. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the next succeeding annual meeting and until their successors have been duly elected and qualified; except that if any such election shall be not so held, such election shall take place at a stockholders’ meeting called and held in accordance with the Delaware General Corporation Law.

Section 2.    Removal. Subject to the rights, if any, of the holders of any series of Preferred Stock to remove directors (with or without cause) and fill the vacancies thereby created (as specified in any duly authorized certificate of designation of any series of Preferred Stock), (i) prior to the second annual meeting of stockholders, no Director may be removed from office without cause and without the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock entitled to vote generally in the election of Directors voting together as a single class and (ii) thereafter, a Director may be removed with or without cause with the affirmative vote of the holders of a majority of the voting power of the then
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outstanding shares of capital stock entitled to vote generally in the election of Directors voting together as a single class; provided, however, that if the holders of any class or series of capital stock are entitled by the provisions of any duly authorized certificate of designation to elect one or more Directors, such Director or Directors so elected may be removed with or without cause by the vote of the holders of a majority of the outstanding shares of that class or series entitled to vote.

Section 3.    Vacancies. Subject to the rights of the holders of any series of Preferred Stock to remove Directors and fill the vacancies thereby created (as specified in any duly authorized certificate of designation of any series of Preferred Stock), vacancies occurring on the Board of Directors for any reason may be filled by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, at any meeting of the Board of Directors or by the stockholders. A person so elected by the Board of Directors to fill a vacancy shall hold office until the next succeeding annual meeting of stockholders of the Corporation and until his or her successor shall have been duly elected and qualified.

ARTICLE ELEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE TWELVE

The stockholders of the Corporation may take any action by written consent in lieu of a meeting. Subject to the rights of the holders of any series of Preferred Stock as specified in any duly authorized certificate of designation, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of the majority of the total number of directors then in office, by the chairman of the Board of Directors or the chief executive officer of the Corporation, or by the secretary of the Corporation upon request in writing of the stockholder or stockholders holding of record at least 25% of the voting power of the issued and outstanding shares of stock of the Corporation entitled to vote at such meeting.

ARTICLE THIRTEEN

The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE FOURTEEN

The Corporation shall not issue any class of non-voting equity securities unless and solely to the extent permitted by Section 1123(a)(6) of the United States Bankruptcy Code (the “Bankruptcy Code”) as in effect on the date of filing this Certificate with the Secretary of State of the State of Delaware; provided, however, that this ARTICLE FOURTEEN: (a) will have no further force and effect beyond that required under Section 1123(a)(6) of the Bankruptcy Code; (b) will have such force and effect, if any, only for so long as Section 1123(a)(6) of the
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Bankruptcy Code is in effect and applicable to the Corporation; and (c) in all events may be amended or eliminated in accordance with applicable law from time to time in effect.

ARTICLE FIFTEEN

Section 1.    Definitions. As used in this ARTICLE FIFTEEN, the following capitalized terms have the following meanings when used herein with initial capital letters (and any references to any portions of Treasury Regulation Sections 1.382-2T, 1.382-3 and 1.382-4 shall include any successor provisions):

“4.99% Stockholder” means any Person with a Percentage Stock Ownership of 4.99% or more.

“4.99% Transaction” means any Transfer described in clause (x) or (y) of Section 2 of this ARTICLE FIFTEEN.

“Affiliate” and “Associate” mean, with respect to any Person, any other Person whose common stock would be deemed to be (i) constructively owned by such first Person, or (ii) otherwise aggregated with the shares owned by such first Person (other than aggregation solely by reason of such shares being part of the same “public group” as defined under Treasury Regulation Section 1.382-2T(f)(13), in each case pursuant to the provisions of Section 382 of the Code, or any successor or replacement provision, and the Treasury Regulations promulgated thereunder.

“Agent” has the meaning set forth in Section 5(a) of this ARTICLE FIFTEEN.

A Person shall be deemed the “beneficial owner” of, shall be deemed to have “beneficial ownership” of and shall be deemed to “beneficially own” any securities which such Person: (i) directly owns, or (ii) would be deemed to own constructively pursuant to Section 382 of the Code and the Treasury Regulations promulgated thereunder (including as a result of the deemed exercise of an “option” pursuant to Treasury Regulation Section 1.382-4(d) and including, without duplication, Stock, as applicable, owned by any Affiliate or Associate of such Person); provided, that, a Person shall not be treated as “beneficially owning” Stock pursuant to clause (i) above to the extent that such Person is acting solely in a fiduciary capacity in respect of such Stock and does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Stock.

“Board of Directors” means the board of directors of the Corporation.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, or any comparable successor statute, and the Treasury Regulations issued thereunder.

“Common Stock” means the common stock, par value $0.01 per share, of the Corporation.

“Corporation Security” or “Corporation Securities” means (i) shares of Common Stock, (ii) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury
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Regulation Section 1.382-2T(h)(4)(v)) to purchase Securities of the Corporation and (iv) any Stock.

“Effective Date” means the later of (i) July 31, 2022 or (ii) the date of filing of this Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

“Excess Securities” has the meaning given such term in Section 4 of this ARTICLE FIFTEEN.

“Expiration Date” means the earlier of (i) July 31, 2025, (ii) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this ARTICLE FIFTEEN is no longer necessary for the preservation of Tax Benefits, (iii) the beginning of a taxable year of the Corporation to which the Board of Directors determines that no Tax Benefits may be carried forward or (iv) such date as the Board of Directors shall fix in accordance with Section 12 of this ARTICLE FIFTEEN.

“Percentage Stock Ownership” means the percentage Stock Ownership interest of any Person or group (as the context may require) for purposes of Section 382 of the Code as determined in accordance with the Treasury Regulation Sections 1.382-2T(g), (h), (j) and (k) and 1.382-4 or any successor provision.

“Person” means any individual, firm, corporation, business trust, joint stock company, partnership, trust association, limited liability company, limited partnership, or other entity, or any group of Persons making a “coordinated acquisition” of Stock or otherwise treated as an entity within the meaning of Treasury Regulation Section 1.382-3(a)(1)(i), and shall include any successor (by merger or otherwise) of any such entity; provided, however, that a Person shall not mean a Public Group.

“Preferred Stock” means the preferred stock, par value $0.01 per share, of the Corporation.

“Prohibited Distributions” means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

“Prohibited Transfer” means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this ARTICLE FIFTEEN.

“Public Group” has the meaning set forth in Treasury Regulation Section 1.382-2T(f)(13).

“Purported Transferee” has the meaning set forth in Section 4 of this ARTICLE FIFTEEN.

“Securities” and “Security” each has the meaning set forth in Section 7 of this ARTICLE FIFTEEN.
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“Stock” means any interest that would be treated as “stock” of the Corporation for purposes of Section 382 of the Code (including pursuant to Treasury Regulation Section 1.382-2T(f)(18)).

“Stock Ownership” means any direct or indirect ownership of Stock, including any ownership by virtue of application of constructive ownership rules, with such direct, indirect, and constructive ownership determined under the provisions of Section 382 of the Code.

“Subsidiary” or “Subsidiaries” of any Person means any corporation or other entity of which securities or other ownership interests having ordinary voting power sufficient to elect a majority of the board of directors or other Persons performing similar functions are beneficially owned, directly or indirectly, by such Person, and any corporation or other entity that is otherwise controlled by such Person.

“Tax Benefits” means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” of the Corporation or any of its Subsidiaries, within the meaning of Section 382 of the Code.

“Transfer” means, any direct or indirect sale, transfer, assignment, conveyance, pledge or other disposition or other action taken by a Person, other than the Corporation, that alters the Percentage Stock Ownership of any Person or group. A Transfer also shall include the creation or grant of an option (including an option within the meaning of Treasury Regulation Sections 1.382-2T(h)(4)(v) and 1.382-4). For the avoidance of doubt, a Transfer shall not include the creation or grant of an option by the Corporation, nor shall a Transfer include the issuance of Stock by the Corporation.

“Transferee” means any Person to whom Corporation Securities are Transferred.

“Treasury Regulations” means the regulations, including temporary regulations or any successor regulations promulgated under the Code, as amended from time to time.

Section 2.    Transfer and Ownership Restrictions.

(a)In order to preserve the Tax Benefits, from and after the Effective Date of this ARTICLE FIFTEEN, any attempted Transfer of Corporation Securities prior to the Expiration Date and any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Expiration Date shall be prohibited and void ab initio (x) if the transferor is a 4.99% Stockholder or (y) to the extent that, as a result of such Transfer (or any series of Transfers of which such Transfer is a part), either (i) any Person or group of Persons would become a 4.99% Stockholder or (ii) the Percentage Stock Ownership in the Corporation of any 4.99% Stockholder would be increased. The prior sentence is not intended to prevent Corporation Securities from being DTC-eligible and shall not preclude the settlement of any transactions in Corporation Securities entered into through the facilities of a national securities exchange or any national securities quotation system; provided that if the settlement of the transaction would result in a Prohibited Transfer, such Transfer shall nonetheless be a Prohibited Transfer subject to all of the provisions and limitations set forth in this ARTICLE FIFTEEN.
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(b)The Corporation may require as a condition to the registration of the Transfer of any Corporation Securities or the payment of any distribution on any Corporation Securities that the proposed Transferee or payee furnish to the Corporation all information reasonably requested by the Corporation with respect to all the direct or indirect ownership interests in such Corporation Securities. The Corporation may make such arrangements or issue such instructions to its stock transfer agent as may be determined by the Board of Directors to be necessary or advisable to implement this ARTICLE FIFTEEN, including, without limitation, authorizing such transfer agent to require an affidavit from a proposed Transferee regarding such Person’s actual and constructive ownership of Stock and other evidence that a Transfer will not be prohibited by this ARTICLE FIFTEEN as a condition to registering any Transfer.

Section 3.    Waiver of Transfer and Ownership Restrictions. The restrictions set forth in Section 2(a) of this ARTICLE FIFTEEN shall not apply to a Transfer that is a 4.99% Transaction if the transferor or the Transferee obtains the written approval of the Board of Directors or a duly authorized committee thereof. The Board of Directors may impose any conditions that it deems reasonable and appropriate in connection with such approval, including, without limitation, restrictions on the ability of any Transferee to Transfer Stock acquired through a Transfer. Approvals of the Board of Directors hereunder may be given prospectively or retroactively. The Board of Directors, to the fullest extent permitted by law, may exercise the authority granted by this ARTICLE FIFTEEN through duly authorized officers or agents of the Corporation. Nothing in this Section 3 shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.

Section 4.    Excess Securities. No employee or agent of the Corporation shall record any Prohibited Transfer, and the purported transferee of such a Prohibited Transfer (the “Purported Transferee”) shall not be recognized as a stockholder of the Corporation for any purpose whatsoever in respect of the Corporation Securities which are the subject of the Prohibited Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of stockholders of the Corporation, including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any, and the Excess Securities shall be deemed to remain with the transferor unless and until the Excess Securities are transferred to the Agent pursuant to Section 5 of this ARTICLE FIFTEEN or until an approval is obtained under Section 3 of this ARTICLE FIFTEEN. After the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, the Corporation Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provisions of this Section 4 or Section 5 of this ARTICLE FIFTEEN shall also be a Prohibited Transfer. For the avoidance doubt, all of the Corporation Securities which are the subject of a Prohibited Transfer shall constitute Excess Securities.

Section 5.    Transfer to Agent.

(a)If the Board of Directors determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer, then, upon written demand by the Corporation sent within thirty (30) days of the date on which the Board of Directors determines that the attempted Transfer would result in Excess Securities, the Purported Transferee shall transfer or cause to be transferred any
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certificate or other evidence of ownership of the Excess Securities within the Purported Transferee’s possession or control, together with any Prohibited Distributions, to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the Corporation, the Excess Securities transferred to it in one or more arm’s-length transactions (on the public securities market on which such Excess Securities are traded, if possible, or otherwise privately); provided, however, that any such sale must not constitute a Prohibited Transfer and provided, further, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale or sales within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Corporation Securities, would otherwise adversely affect the value of the Corporation Securities or would be in violation of applicable securities laws.

(b)If the Purported Transferee has resold the Excess Securities before receiving the Corporation’s demand to surrender Excess Securities to the Agent, the Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Transferee to retain a portion of such sale proceeds not exceeding the amount that the Purported Transferee would have received from the Agent pursuant to Section 6 of this ARTICLE FIFTEEN if the Agent rather than the Purported Transferee had resold the Excess Securities.

Section 6.    Application of Proceeds and Prohibited Distributions. The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Purported Transferee has previously resold the Excess Securities, any amounts received by it from a Purported Transferee, together, in either case, with any Prohibited Distributions, as follows: (a) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (b) second, any remaining amounts shall be paid to the Purported Transferee, up to the amount paid by the Purported Transferee for the Excess Securities (or the fair market value at the time of the Transfer, in the event the purported Transfer of the Excess Securities was, in whole or in part, a gift, inheritance or similar Transfer) which amount shall be determined at the discretion of the Board of Directors; and (c) third, any remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (or any comparable successor provision) selected by the Board of Directors. The Purported Transferee of Excess Securities shall have no claim, cause of action or any other recourse whatsoever against any transferor of Excess Securities. The Purported Transferee’s sole right with respect to such shares shall be limited to the amount payable to the Purported Transferee pursuant to this Section 6. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 6 inure to the benefit of the Corporation or the Agent, except to the extent used to cover costs and expenses incurred by Agent in performing its duties hereunder.

Section 7.    Modification of Remedies for Certain Indirect Transfers. In the event of any Transfer which does not involve a transfer of securities of the Corporation within the meaning of Delaware law (“Securities,” and individually, a “Security”) but which would cause a 4.99% Stockholder to violate a restriction on Transfers provided for in this ARTICLE FIFTEEN, the application of Section 5 and Section 6 of this ARTICLE FIFTEEN shall be modified as described in this Section 7. In such case, no such 4.99% Stockholder shall be required to dispose of any interest that is not a Security, but such 4.99% Stockholder and/or any Person whose ownership of
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Securities is attributed to such 4.99% Stockholder shall be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such 4.99% Stockholder, following such disposition, not to be in violation of this ARTICLE FIFTEEN. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Sections 5 and 6 of this ARTICLE FIFTEEN, except that the maximum aggregate amount payable either to such 4.99% Stockholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due such 4.99% Stockholder or such other Person. The purpose of this Section 7 is to extend the restrictions in Sections 2 and 5 of this ARTICLE FIFTEEN to situations in which there is a 4.99% Transaction without a direct Transfer of Securities, and this Section 7, along with the other provisions of this ARTICLE FIFTEEN, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities.

Section 8.    Legal Proceedings; Prompt Enforcement. If the Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) days from the date on which the Corporation makes a written demand pursuant to Section 5 of this ARTICLE FIFTEEN (whether or not made within the time specified in Section 5 of this ARTICLE FIFTEEN), then the Corporation may take all such actions as it deems appropriate to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender. Nothing in this Section 8 shall (a) be deemed inconsistent with any Transfer of the Excess Securities provided in this ARTICLE FIFTEEN being void ab initio, (b) preclude the Corporation in its discretion from immediately bringing legal proceedings without a prior demand or (c) cause any failure of the Corporation to act within the time periods set forth in Section 5 of this ARTICLE FIFTEEN to constitute a waiver or loss of any right of the Corporation under this ARTICLE FIFTEEN. The Board of Directors may authorize such additional actions as it deems advisable to give effect to the provisions of this ARTICLE FIFTEEN.

Section 9.    Liability. To the fullest extent permitted by law, any stockholder subject to the provisions of this ARTICLE FIFTEEN who knowingly violates the provisions of this ARTICLE FIFTEEN and any Persons controlling, controlled by or under common control with such stockholder shall be jointly and severally liable to the Corporation for, and shall indemnify and hold the Corporation harmless against, any and all damages suffered as a result of such violation, including but not limited to damages resulting from a reduction in, or elimination of, the Corporation’s ability to utilize its Tax Benefits, and attorneys’ and auditors’ fees incurred in connection with such violation.

Section 10.    Obligation to Provide Information. As a condition to the registration of the Transfer of any Stock, any Person who is a beneficial, legal or record holder of Stock, and any proposed Transferee and any Person controlling, controlled by or under common control with the proposed Transferee, shall provide such information as the Corporation may request from time to time in order to determine compliance with this ARTICLE FIFTEEN or the status of the Tax Benefits of the Corporation.
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Section 11.    Legends. The Board of Directors may require that any certificates issued by the Corporation evidencing ownership of shares of Stock that are subject to the restrictions on transfer and ownership contained in this ARTICLE FIFTEEN bear the following legend:

“THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED (THE “AMENDED AND RESTATED CERTIFICATE OF INCORPORATION”), OF THE CORPORATION CONTAINS RESTRICTIONS PROHIBITING THE TRANSFER (AS DEFINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION) OF STOCK OF THE CORPORATION (INCLUDING THE CREATION OR GRANT OF CERTAIN OPTIONS, RIGHTS AND WARRANTS) WITHOUT THE PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE “BOARD OF DIRECTORS”) IF SUCH TRANSFER AFFECTS THE PERCENTAGE OF STOCK OF THE CORPORATION (WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER), THAT IS TREATED AS OWNED BY A 4.99% STOCKHOLDER (AS DEFINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION). IF THE TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE TRANSFER WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER THE EXCESS SECURITIES (AS DEFINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION) TO THE CORPORATION’S AGENT. IN THE EVENT OF A TRANSFER WHICH DOES NOT INVOLVE SECURITIES OF THE CORPORATION WITHIN THE MEANING OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (“SECURITIES”) BUT WHICH WOULD VIOLATE THE TRANSFER RESTRICTIONS, THE PURPORTED TRANSFEREE (OR THE RECORD OWNER) OF THE SECURITIES WILL BE REQUIRED TO TRANSFER SUFFICIENT SECURITIES PURSUANT TO THE TERMS PROVIDED FOR IN THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CAUSE THE 4.99% STOCKHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER RESTRICTIONS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE.”

The Board of Directors may also require that any certificates issued by the Corporation evidencing ownership of shares of Stock that are subject to conditions imposed by the Board of Directors under Section 3 of this ARTICLE FIFTEEN also bear a conspicuous legend referencing the applicable restrictions.

Section 12.    Authority of Board of Directors.

(a)The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this ARTICLE FIFTEEN, including, without limitation, determining (i) the identification of 4.99% Stockholders, (ii) whether a Transfer is a 4.99% Transaction or a
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Prohibited Transfer, (iii) whether it shall grant a waiver in accordance with Section 3 of this ARTICLE FIFTEEN, (iv) the Percentage Stock Ownership in the Corporation of any 4.99% Stockholder, (v) whether an instrument constitutes a Corporation Security, (vi) the amount (or fair market value) due to a Purported Transferee pursuant to Section 6 of this ARTICLE FIFTEEN, and (vii) any other matters which the Board of Directors deems relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this ARTICLE FIFTEEN. In addition, the Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind by-laws, regulations and procedures of the Corporation not inconsistent with the provisions of this ARTICLE FIFTEEN for purposes of determining whether any Transfer of Corporation Securities would jeopardize the Corporation’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this ARTICLE FIFTEEN.

(b)Nothing contained in this ARTICLE FIFTEEN shall limit the authority of the Board of Directors to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits; provided that the Board of Directors shall not extend the Expiration Date. Without limiting the generality of the foregoing, in the event of a change in law making one or more of the following actions necessary or desirable, the Board of Directors may, by adopting a written resolution, (i) accelerate the Expiration Date, (ii) modify the percentage Stock Ownership interest in the Corporation or the Persons or groups covered by this ARTICLE FIFTEEN, (iii) modify the definitions of any terms set forth in this ARTICLE FIFTEEN or (iv) modify the terms of this ARTICLE FIFTEEN as appropriate, in each case, in order to prevent an ownership change for purposes of Section 382 of the Code as a result of any changes in applicable Treasury Regulations or otherwise; provided, however, that the Board of Directors shall not cause there to be such acceleration or modification unless it determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. Stockholders of the Corporation shall be notified of such determination through a filing with the Securities and Exchange Commission or such other method of notice as the Secretary of the Corporation shall deem appropriate.

(c)In the case of an ambiguity in the application of any of the provisions of this ARTICLE FIFTEEN, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this ARTICLE FIFTEEN requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this ARTICLE FIFTEEN. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this ARTICLE FIFTEEN. The Board of Directors may delegate all or any portion of its duties and powers under this ARTICLE FIFTEEN to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this ARTICLE FIFTEEN through duly authorized officers or agents of the Corporation. Nothing in this ARTICLE FIFTEEN shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.
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Section 13.    Reliance. To the fullest extent permitted by law, the Corporation and the members of the Board of Directors shall be fully protected in relying in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, the chief accounting officer or the corporate controller of the Corporation or of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers or other employees and agents in making the determinations and findings contemplated by this ARTICLE FIFTEEN, and the members of the Board of Directors shall not be responsible for any good faith errors made in connection therewith. For purposes of determining the existence and identity of, and the amount of any Corporation Securities owned by any stockholder, the Corporation is entitled to rely on the existence and absence of filings of Schedule 13D or 13G under the Securities Exchange Act of 1934, as amended (or similar filings), as of any date, subject to its actual knowledge of the ownership of Corporation Securities.

Section 14.    Benefits of This ARTICLE FIFTEEN. Nothing in this ARTICLE FIFTEEN shall be construed to give to any Person other than the Corporation or the Agent any legal or equitable right, remedy or claim under this ARTICLE FIFTEEN. This ARTICLE FIFTEEN shall be for the sole and exclusive benefit of the Corporation and the Agent.

Section 15.    Severability. The purpose of this ARTICLE FIFTEEN is to facilitate the Corporation’s ability to maintain or preserve its Tax Benefits. If any provision of this ARTICLE FIFTEEN or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this ARTICLE FIFTEEN.

Section 16.    Waiver. With regard to any power, remedy or right provided herein or otherwise available to the Corporation or the Agent under this ARTICLE FIFTEEN, (a) no waiver will be effective unless expressly contained in a writing signed by the waiving party; and (b) no alteration, modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.

***


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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed on behalf of the Corporation by its duly authorized officer this 29th day of July, 2022.


By/s/ John R. Kline
John R. Kline
Senior Vice President and Chief Accounting Officer




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Exhibit 3.1.1
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CNO FINANCIAL GROUP, INC.

CNO Financial Group, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

1.The original name of the Corporation was Conseco, Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of Delaware on March 25, 2003.


2.The Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

3.The Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

ARTICLE ONE
The name of the Corporation is CNO Financial Group, Inc.

ARTICLE TWO
The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400251 Little Falls Drive, Wilmington, County of New Castle, DE 19808. The name of its registered agent at such address is Corporation Service Company.

ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE FOUR
Section 1.    Authorized Shares. The total number of shares of capital stock which the Corporation has authority to issue is 8,265,000,000 shares, consisting of:

(a)265,000,000 shares of Preferred Stock, par value $.01 per share (“Preferred Stock”); and
(b)8,000,000,000 shares of Common Stock, par value $.01 per share (“Common Stock”).


The Preferred Stock and the Common Stock shall have the rights, preferences and limitations set forth below.

Section 2.    Preferred Stock. The Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock, to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status which such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law.

Section 3.    Common Stock.

(a)Dividends. Except as otherwise provided by the Delaware General Corporation Law or this Amended and Restated Certificate of Incorporation (the “Certificate”), the holders of Common Stock, subject to the rights of holders of any series of Preferred Stock, shall share ratably in all dividends as may from time to time be declared by the Board of Directors in respect of the Common Stock out of funds legally available for the payment thereof and payable in cash, stock or otherwise and other distributions, whether in respect of liquidation or dissolution (voluntary or involuntary) or otherwise after payment of liabilities and liquidation preference on any outstanding Preferred Stock.

(b)Preemptive Rights. No holder of Common Stock shall have any preemptive rights with respect to the Common Stock or any other securities of the Corporation, or to any obligations convertible (directly or indirectly) into securities of the Corporation whether now or hereafter authorized.

(c)Voting Rights. Except as otherwise provided by the Delaware General Corporation Law or this Certificate and subject to the rights of holders of any series of Preferred Stock, all of the voting power of the stockholders of the Corporation shall be vested in the holders of the Common Stock, and each holder of Common Stock shall have one vote for each share held by such holder on all matters voted upon by the stockholders of the Corporation.

Section 4.    Limitations on Voting Rights.

Notwithstanding the voting rights granted to holders of Common Stock and Preferred Stock (collectively, the “Stock”) elsewhere in this Certificate or in any certificate of designations with respect to Preferred Stock, the voting rights of any Stock held by any holder as of the effective date of the Reorganizing Debtors’ Joint Plan of Reorganization pursuant to Chapter 11 of the United States Bankruptcy Code, dated March 18, 2003, as amended from time to time shall be automatically reduced, with respect to any particular stockholder vote or action by written consent, to the extent, if any, required to avoid a presumption of control arising from the beneficial
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ownership of voting securities under the insurance statutes or regulations applicable to any direct or indirect insurance company subsidiary of the Corporation, provided that no such reduction shall (without such holder’s written consent) reduce such voting rights (i) by more than the minimum amount required to reduce such voting rights to less than 10% of the aggregate voting rights of all Stock entitled to vote or consent with respect to such vote or action, or (ii) to the extent that such holder’s acquisition of control or deemed acquisition of control of the direct and indirect insurance company subsidiaries of the Corporation has been approved under, or is exempt from the approval requirements of, all insurance statutes and regulations applicable to the direct and indirect insurance company subsidiaries of the Corporation.

ARTICLE FIVE
The Corporation is to have perpetual existence.

ARTICLE SIX

Except as otherwise provided in this Certificate (including any duly authorized certificate of designation of any series of Preferred Stock), Directors shall be elected in accordance with the procedures and requirements prescribed by the Bylaws of the Corporation. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE SEVEN

Subject to any rights of the holders of any series of Preferred Stock pursuant to a duly authorized certificate of designation to elect additional Directors under specified circumstances, the number of directors which shall constitute the Board of Directors shall initially be established at seven and, thereafter, shall be fixed from time to time by resolution adopted by the affirmative vote of a majority of the total number of Directors then in office.

ARTICLE EIGHT

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, alter, amend or repeal the Bylaws of the Corporation.

ARTICLE NINE

Section 1.     Limitation of Liability.

(a)To the fullest extent permitted by the Delaware General Corporation Law as it now exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), and except as otherwise provided in the Corporation’s Bylaws, no Director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders.

(b)Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.
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Section 2.     Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”), by reason of the fact that he or she is or was a Director, officer or employee of the Corporation or a wholly owned subsidiary of the Corporation or, while a Director, officer or employee of the Corporation or a wholly owned subsidiary of the Corporation, is or was serving at the request of the Corporation or a wholly owned subsidiary of the Corporation as a Director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other entity or enterprise, including service with respect to an employee benefit plan (an “indemnitee”) shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including attorneys’ fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith and such indemnification shall continue as to an indemnitee who has ceased to be a Director, officer, employee, partner, member, trustee, fiduciary or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation. The right to indemnification conferred in this Section 2 of this ARTICLE NINE shall be a contract right and shall include the obligation of the Corporation to pay the expenses incurred in defending any such proceeding in advance of its final disposition (an “advance of expenses”); provided, however, that, if and to the extent that the Delaware General Corporation Law requires, an advance of expenses incurred by an indemnitee in his or her capacity as a Director or officer shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Section 2 or otherwise.

ARTICLE TEN

Section 1.    Classification of Directors. At each annual meeting of stockholders, directors of the Corporation shall be elected to hold office until the next succeeding annual meeting and until their successors have been duly elected and qualified; except that if any such election shall be not so held, such election shall take place at a stockholders’ meeting called and held in accordance with the Delaware General Corporation Law.

Section 2.    Removal. Subject to the rights, if any, of the holders of any series of Preferred Stock to remove directors (with or without cause) and fill the vacancies thereby created (as specified in any duly authorized certificate of designation of any series of Preferred Stock), (i) prior to the second annual meeting of stockholders, no Director may be removed from office without cause and without the affirmative vote of the holders of a majority of the voting power of the then outstanding shares of capital stock entitled to vote generally in the election of Directors voting together as a single class and (ii) thereafter, a Director may be removed with or without cause with the affirmative vote of the holders of a majority of the voting power of the then
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outstanding shares of capital stock entitled to vote generally in the election of Directors voting together as a single class; provided, however, that if the holders of any class or series of capital stock are entitled by the provisions of any duly authorized certificate of designation to elect one or more Directors, such Director or Directors so elected may be removed with or without cause by the vote of the holders of a majority of the outstanding shares of that class or series entitled to vote.

Section 3.    Vacancies. Subject to the rights of the holders of any series of Preferred Stock to remove Directors and fill the vacancies thereby created (as specified in any duly authorized certificate of designation of any series of Preferred Stock), vacancies occurring on the Board of Directors for any reason may be filled by vote of a majority of the remaining members of the Board of Directors, although less than a quorum, at any meeting of the Board of Directors or by the stockholders. A person so elected by the Board of Directors to fill a vacancy shall hold office until the next succeeding annual meeting of stockholders of the Corporation and until his or her successor shall have been duly elected and qualified.

ARTICLE ELEVEN

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any provision contained in the statutes) outside of the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE TWELVE

The stockholders of the Corporation may take any action by written consent in lieu of a meeting. Subject to the rights of the holders of any series of Preferred Stock as specified in any duly authorized certificate of designation, special meetings of stockholders of the Corporation may be called only by the Board of Directors pursuant to a resolution adopted by the affirmative vote of the majority of the total number of directors then in office, by the chairman of the Board of Directors or the chief executive officer of the Corporation, or by the secretary of the Corporation upon request in writing of the stockholder or stockholders holding of record at least 25% of the voting power of the issued and outstanding shares of stock of the Corporation entitled to vote at such meeting.
ARTICLE THIRTEEN
The Corporation expressly elects not to be governed by Section 203 of the Delaware General Corporation Law.

ARTICLE FOURTEEN

The Corporation shall not issue any class of non-voting equity securities unless and solely to the extent permitted by Section 1123(a)(6) of the United States Bankruptcy Code (the “Bankruptcy Code”) as in effect on the date of filing this Certificate with the Secretary of State of the State of Delaware; provided, however, that this ARTICLE FOURTEEN: (a) will have no further force and effect beyond that required under Section 1123(a)(6) of the Bankruptcy Code; (b) will have such force and effect, if any, only for so long as Section 1123(a)(6) of the
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Bankruptcy Code is in effect and applicable to the Corporation; and (c) in all events may be amended or eliminated in accordance with applicable law from time to time in effect.

ARTICLE FIFTEEN

Section 1.    Definitions. As used in this ARTICLE FIFTEEN, the following capitalized terms have the following meanings when used herein with initial capital letters (and any references to any portions of Treasury Regulation Sections 1.382-2T, 1.382-3 and 1.382-4 shall include any successor provisions):

“4.99% Stockholder” means any Person with a Percentage Stock Ownership of 4.99% or more.

“4.99% Transaction” means any Transfer described in clause (x) or (y) of Section 2 of this ARTICLE FIFTEEN.

“Affiliate” and “Associate” mean, with respect to any Person, any other Person whose common stock would be deemed to be (i) constructively owned by such first Person, or (ii) otherwise aggregated with the shares owned by such first Person (other than aggregation solely by reason of such shares being part of the same “public group” as defined under Treasury Regulation Section 1.382-2T(f)(13), in each case pursuant to the provisions of Section 382 of the Code, or any successor or replacement provision, and the Treasury Regulations promulgated thereunder.

“Agent” has the meaning set forth in Section 5(a) of this ARTICLE FIFTEEN.

A Person shall be deemed the “beneficial owner” of, shall be deemed to have “beneficial ownership” of and shall be deemed to “beneficially own” any securities which such Person: (i) directly owns, or (ii) would be deemed to own constructively pursuant to Section 382 of the Code and the Treasury Regulations promulgated thereunder (including as a result of the deemed exercise of an “option” pursuant to Treasury Regulation Section 1.382-4(d) and including, without duplication, Stock, as applicable, owned by any Affiliate or Associate of such Person); provided, that, a Person shall not be treated as “beneficially owning” Stock pursuant to clause (i) above to the extent that such Person is acting solely in a fiduciary capacity in respect of such Stock and does not have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Stock.

“Board of Directors” means the board of directors of the Corporation.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time, or any comparable successor statute, and the Treasury Regulations issued thereunder.

“Common Stock” means the common stock, par value $0.01 per share, of the Corporation.

“Corporation Security” or “Corporation Securities” means (i) shares of Common Stock, (ii) shares of Preferred Stock (other than preferred stock described in Section 1504(a)(4) of the Code), (iii) warrants, rights, or options (including options within the meaning of Treasury
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Regulation Section 1.382-2T(h)(4)(v)) to purchase Securities of the Corporation and (iv) any Stock.

“Effective Date” means the later of (i) July 31, 20192022 or (ii) the date of filing of this Certificate of Amendment of Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

“Excess Securities” has the meaning given such term in Section 4 of this ARTICLE FIFTEEN.

“Expiration Date” means the earlier of (i) July 31, 20222025, (ii) the repeal of Section 382 of the Code or any successor statute if the Board of Directors determines that this ARTICLE FIFTEEN is no longer necessary for the preservation of Tax Benefits, (iii) the beginning of a taxable year of the Corporation to which the Board of Directors determines that no Tax Benefits may be carried forward or (iv) such date as the Board of Directors shall fix in accordance with Section 12 of this ARTICLE FIFTEEN.

“Percentage Stock Ownership” means the percentage Stock Ownership interest of any Person or group (as the context may require) for purposes of Section 382 of the Code as determined in accordance with the Treasury Regulation Sections 1.382-2T(g), (h), (j) and (k) and 1.382-4 or any successor provision.

“Person” means any individual, firm, corporation, business trust, joint stock company, partnership, trust association, limited liability company, limited partnership, or other entity, or any group of Persons making a “coordinated acquisition” of Stock or otherwise treated as an entity within the meaning of Treasury Regulation Section 1.382-3(a)(1)(i), and shall include any successor (by merger or otherwise) of any such entity; provided, however, that a Person shall not mean a Public Group.

“Preferred Stock” means the preferred stock, par value $0.01 per share, of the Corporation.

“Prohibited Distributions” means any and all dividends or other distributions paid by the Corporation with respect to any Excess Securities received by a Purported Transferee.

“Prohibited Transfer” means any Transfer or purported Transfer of Corporation Securities to the extent that such Transfer is prohibited and/or void under this ARTICLE FIFTEEN.

“Public Group” has the meaning set forth in Treasury Regulation Section 1.382-2T(f)(13).

“Purported Transferee” has the meaning set forth in Section 4 of this ARTICLE FIFTEEN.

“Securities” and “Security” each has the meaning set forth in Section 7 of this ARTICLE FIFTEEN.
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“Stock” means any interest that would be treated as “stock” of the Corporation for purposes of Section 382 of the Code (including pursuant to Treasury Regulation Section 1.382-2T(f)(18)).

“Stock Ownership” means any direct or indirect ownership of Stock, including any ownership by virtue of application of constructive ownership rules, with such direct, indirect, and constructive ownership determined under the provisions of Section 382 of the Code.

“Subsidiary” or “Subsidiaries” of any Person means any corporation or other entity of which securities or other ownership interests having ordinary voting power sufficient to elect a majority of the board of directors or other Persons performing similar functions are beneficially owned, directly or indirectly, by such Person, and any corporation or other entity that is otherwise controlled by such Person.

“Tax Benefits” means the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers and foreign tax credit carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” of the Corporation or any of its Subsidiaries, within the meaning of Section 382 of the Code.

“Transfer” means, any direct or indirect sale, transfer, assignment, conveyance, pledge or other disposition or other action taken by a Person, other than the Corporation, that alters the Percentage Stock Ownership of any Person or group. A Transfer also shall include the creation or grant of an option (including an option within the meaning of Treasury Regulation Sections 1.382-2T(h)(4)(v) and 1.382-4). For the avoidance of doubt, a Transfer shall not include the creation or grant of an option by the Corporation, nor shall a Transfer include the issuance of Stock by the Corporation.

“Transferee” means any Person to whom Corporation Securities are Transferred.

“Treasury Regulations” means the regulations, including temporary regulations or any successor regulations promulgated under the Code, as amended from time to time.

Section 2.    Transfer and Ownership Restrictions.

(a)In order to preserve the Tax Benefits, from and after the Effective Date of this ARTICLE FIFTEEN, any attempted Transfer of Corporation Securities prior to the Expiration Date and any attempted Transfer of Corporation Securities pursuant to an agreement entered into prior to the Expiration Date shall be prohibited and void ab initio (x) if the transferor is a 4.99% Stockholder or (y) to the extent that, as a result of such Transfer (or any series of Transfers of which such Transfer is a part), either (i) any Person or group of Persons would become a 4.99% Stockholder or (ii) the Percentage Stock Ownership in the Corporation of any 4.99% Stockholder would be increased. The prior sentence is not intended to prevent Corporation Securities from being DTC-eligible and shall not preclude the settlement of any transactions in Corporation Securities entered into through the facilities of a national securities exchange or any national securities quotation system; provided that if the settlement of the transaction would result in a Prohibited Transfer, such Transfer shall nonetheless be a Prohibited Transfer subject to all of the provisions and limitations set forth in this ARTICLE FIFTEEN.
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(b)The Corporation may require as a condition to the registration of the Transfer of any Corporation Securities or the payment of any distribution on any Corporation Securities that the proposed Transferee or payee furnish to the Corporation all information reasonably requested by the Corporation with respect to all the direct or indirect ownership interests in such Corporation Securities. The Corporation may make such arrangements or issue such instructions to its stock transfer agent as may be determined by the Board of Directors to be necessary or advisable to implement this ARTICLE FIFTEEN, including, without limitation, authorizing such transfer agent to require an affidavit from a proposed Transferee regarding such Person’s actual and constructive ownership of Stock and other evidence that a Transfer will not be prohibited by this ARTICLE FIFTEEN as a condition to registering any Transfer.

Section 3.    Waiver of Transfer and Ownership Restrictions. The restrictions set forth in Section 2(a) of this ARTICLE FIFTEEN shall not apply to a Transfer that is a 4.99% Transaction if the transferor or the Transferee obtains the written approval of the Board of Directors or a duly authorized committee thereof. The Board of Directors may impose any conditions that it deems reasonable and appropriate in connection with such approval, including, without limitation, restrictions on the ability of any Transferee to Transfer Stock acquired through a Transfer. Approvals of the Board of Directors hereunder may be given prospectively or retroactively. The Board of Directors, to the fullest extent permitted by law, may exercise the authority granted by this ARTICLE FIFTEEN through duly authorized officers or agents of the Corporation. Nothing in this Section 3 shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.

Section 4.    Excess Securities. No employee or agent of the Corporation shall record any Prohibited Transfer, and the purported transferee of such a Prohibited Transfer (the “Purported Transferee”) shall not be recognized as a stockholder of the Corporation for any purpose whatsoever in respect of the Corporation Securities which are the subject of the Prohibited Transfer (the “Excess Securities”). Until the Excess Securities are acquired by another Person in a Transfer that is not a Prohibited Transfer, the Purported Transferee shall not be entitled with respect to such Excess Securities to any rights of stockholders of the Corporation, including, without limitation, the right to vote such Excess Securities and to receive dividends or distributions, whether liquidating or otherwise, in respect thereof, if any, and the Excess Securities shall be deemed to remain with the transferor unless and until the Excess Securities are transferred to the Agent pursuant to Section 5 of this ARTICLE FIFTEEN or until an approval is obtained under Section 3 of this ARTICLE FIFTEEN. After the Excess Securities have been acquired in a Transfer that is not a Prohibited Transfer, the Corporation Securities shall cease to be Excess Securities. For this purpose, any Transfer of Excess Securities not in accordance with the provisions of this Section 4 or Section 5 of this ARTICLE FIFTEEN shall also be a Prohibited Transfer. For the avoidance doubt, all of the Corporation Securities which are the subject of a Prohibited Transfer shall constitute Excess Securities.

Section 5.    Transfer to Agent.

(a)If the Board of Directors determines that a Transfer of Corporation Securities constitutes a Prohibited Transfer, then, upon written demand by the Corporation sent within thirty (30) days of the date on which the Board of Directors determines that the attempted Transfer would result in Excess Securities, the Purported Transferee shall transfer or cause to be transferred any
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certificate or other evidence of ownership of the Excess Securities within the Purported Transferee’s possession or control, together with any Prohibited Distributions, to an agent designated by the Board of Directors (the “Agent”). The Agent shall thereupon sell to a buyer or buyers, which may include the Corporation, the Excess Securities transferred to it in one or more arm’s-length transactions (on the public securities market on which such Excess Securities are traded, if possible, or otherwise privately); provided, however, that any such sale must not constitute a Prohibited Transfer and provided, further, that the Agent shall effect such sale or sales in an orderly fashion and shall not be required to effect any such sale or sales within any specific time frame if, in the Agent’s discretion, such sale or sales would disrupt the market for the Corporation Securities, would otherwise adversely affect the value of the Corporation Securities or would be in violation of applicable securities laws.

(b)If the Purported Transferee has resold the Excess Securities before receiving the Corporation’s demand to surrender Excess Securities to the Agent, the Purported Transferee shall be deemed to have sold the Excess Securities for the Agent, and shall be required to transfer to the Agent any Prohibited Distributions and proceeds of such sale, except to the extent that the Corporation grants written permission to the Purported Transferee to retain a portion of such sale proceeds not exceeding the amount that the Purported Transferee would have received from the Agent pursuant to Section 6 of this ARTICLE FIFTEEN if the Agent rather than the Purported Transferee had resold the Excess Securities.

Section 6.    Application of Proceeds and Prohibited Distributions. The Agent shall apply any proceeds of a sale by it of Excess Securities and, if the Purported Transferee has previously resold the Excess Securities, any amounts received by it from a Purported Transferee, together, in either case, with any Prohibited Distributions, as follows: (a) first, such amounts shall be paid to the Agent to the extent necessary to cover its costs and expenses incurred in connection with its duties hereunder; (b) second, any remaining amounts shall be paid to the Purported Transferee, up to the amount paid by the Purported Transferee for the Excess Securities (or the fair market value at the time of the Transfer, in the event the purported Transfer of the Excess Securities was, in whole or in part, a gift, inheritance or similar Transfer) which amount shall be determined at the discretion of the Board of Directors; and (c) third, any remaining amounts shall be paid to one or more organizations qualifying under Section 501(c)(3) of the Code (or any comparable successor provision) selected by the Board of Directors. The Purported Transferee of Excess Securities shall have no claim, cause of action or any other recourse whatsoever against any transferor of Excess Securities. The Purported Transferee’s sole right with respect to such shares shall be limited to the amount payable to the Purported Transferee pursuant to this Section 6. In no event shall the proceeds of any sale of Excess Securities pursuant to this Section 6 inure to the benefit of the Corporation or the Agent, except to the extent used to cover costs and expenses incurred by Agent in performing its duties hereunder.

Section 7.    Modification of Remedies for Certain Indirect Transfers. In the event of any Transfer which does not involve a transfer of securities of the Corporation within the meaning of Delaware law (“Securities,” and individually, a “Security”) but which would cause a 4.99% Stockholder to violate a restriction on Transfers provided for in this ARTICLE FIFTEEN, the application of Section 5 and Section 6 of this ARTICLE FIFTEEN shall be modified as described in this Section 7. In such case, no such 4.99% Stockholder shall be required to dispose of any interest that is not a Security, but such 4.99% Stockholder and/or any Person whose ownership of
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Securities is attributed to such 4.99% Stockholder shall be deemed to have disposed of and shall be required to dispose of sufficient Securities (which Securities shall be disposed of in the inverse order in which they were acquired) to cause such 4.99% Stockholder, following such disposition, not to be in violation of this ARTICLE FIFTEEN. Such disposition shall be deemed to occur simultaneously with the Transfer giving rise to the application of this provision, and such number of Securities that are deemed to be disposed of shall be considered Excess Securities and shall be disposed of through the Agent as provided in Sections 5 and 6 of this ARTICLE FIFTEEN, except that the maximum aggregate amount payable either to such 4.99% Stockholder, or to such other Person that was the direct holder of such Excess Securities, in connection with such sale shall be the fair market value of such Excess Securities at the time of the purported Transfer. All expenses incurred by the Agent in disposing of such Excess Securities shall be paid out of any amounts due such 4.99% Stockholder or such other Person. The purpose of this Section 7 is to extend the restrictions in Sections 2 and 5 of this ARTICLE FIFTEEN to situations in which there is a 4.99% Transaction without a direct Transfer of Securities, and this Section 7, along with the other provisions of this ARTICLE FIFTEEN, shall be interpreted to produce the same results, with differences as the context requires, as a direct Transfer of Corporation Securities.

Section 8.    Legal Proceedings; Prompt Enforcement. If the Purported Transferee fails to surrender the Excess Securities or the proceeds of a sale thereof to the Agent within thirty (30) days from the date on which the Corporation makes a written demand pursuant to Section 5 of this ARTICLE FIFTEEN (whether or not made within the time specified in Section 5 of this ARTICLE FIFTEEN), then the Corporation may take all such actions as it deems appropriate to enforce the provisions hereof, including the institution of legal proceedings to compel the surrender. Nothing in this Section 8 shall (a) be deemed inconsistent with any Transfer of the Excess Securities provided in this ARTICLE FIFTEEN being void ab initio, (b) preclude the Corporation in its discretion from immediately bringing legal proceedings without a prior demand or (c) cause any failure of the Corporation to act within the time periods set forth in Section 5 of this ARTICLE FIFTEEN to constitute a waiver or loss of any right of the Corporation under this ARTICLE FIFTEEN. The Board of Directors may authorize such additional actions as it deems advisable to give effect to the provisions of this ARTICLE FIFTEEN.

Section 9.    Liability. To the fullest extent permitted by law, any stockholder subject to the provisions of this ARTICLE FIFTEEN who knowingly violates the provisions of this ARTICLE FIFTEEN and any Persons controlling, controlled by or under common control with such stockholder shall be jointly and severally liable to the Corporation for, and shall indemnify and hold the Corporation harmless against, any and all damages suffered as a result of such violation, including but not limited to damages resulting from a reduction in, or elimination of, the Corporation’s ability to utilize its Tax Benefits, and attorneys’ and auditors’ fees incurred in connection with such violation.

Section 10.    Obligation to Provide Information. As a condition to the registration of the Transfer of any Stock, any Person who is a beneficial, legal or record holder of Stock, and any proposed Transferee and any Person controlling, controlled by or under common control with the proposed Transferee, shall provide such information as the Corporation may request from time to time in order to determine compliance with this ARTICLE FIFTEEN or the status of the Tax Benefits of the Corporation.
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Section 11.    Legends. The Board of Directors may require that any certificates issued by the Corporation evidencing ownership of shares of Stock that are subject to the restrictions on transfer and ownership contained in this ARTICLE FIFTEEN bear the following legend:

“THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, AS AMENDED (THE “AMENDED AND RESTATED CERTIFICATE OF INCORPORATION”), OF THE CORPORATION CONTAINS RESTRICTIONS PROHIBITING THE TRANSFER (AS DEFINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION) OF STOCK OF THE CORPORATION (INCLUDING THE CREATION OR GRANT OF CERTAIN OPTIONS, RIGHTS AND WARRANTS) WITHOUT THE PRIOR AUTHORIZATION OF THE BOARD OF DIRECTORS OF THE CORPORATION (THE “BOARD OF DIRECTORS”) IF SUCH TRANSFER AFFECTS THE PERCENTAGE OF STOCK OF THE CORPORATION (WITHIN THE MEANING OF SECTION 382 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) AND THE TREASURY REGULATIONS PROMULGATED THEREUNDER), THAT IS TREATED AS OWNED BY A 4.99% STOCKHOLDER (AS DEFINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION). IF THE TRANSFER RESTRICTIONS ARE VIOLATED, THEN THE TRANSFER WILL BE VOID AB INITIO AND THE PURPORTED TRANSFEREE OF THE STOCK WILL BE REQUIRED TO TRANSFER THE EXCESS SECURITIES (AS DEFINED IN THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION) TO THE CORPORATION’S AGENT. IN THE EVENT OF A TRANSFER WHICH DOES NOT INVOLVE SECURITIES OF THE CORPORATION WITHIN THE MEANING OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE (“SECURITIES”) BUT WHICH WOULD VIOLATE THE TRANSFER RESTRICTIONS, THE PURPORTED TRANSFEREE (OR THE RECORD OWNER) OF THE SECURITIES WILL BE REQUIRED TO TRANSFER SUFFICIENT SECURITIES PURSUANT TO THE TERMS PROVIDED FOR IN THE CORPORATION’S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO CAUSE THE 4.99% STOCKHOLDER TO NO LONGER BE IN VIOLATION OF THE TRANSFER RESTRICTIONS. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO THE HOLDER OF RECORD OF THIS CERTIFICATE A COPY OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, CONTAINING THE ABOVE-REFERENCED TRANSFER RESTRICTIONS, UPON WRITTEN REQUEST TO THE CORPORATION AT ITS PRINCIPAL EXECUTIVE OFFICE.”

The Board of Directors may also require that any certificates issued by the Corporation evidencing ownership of shares of Stock that are subject to conditions imposed by the Board of Directors under Section 3 of this ARTICLE FIFTEEN also bear a conspicuous legend referencing the applicable restrictions.

Section 12.    Authority of Board of Directors.

(a)The Board of Directors shall have the power to determine all matters necessary for assessing compliance with this ARTICLE FIFTEEN, including, without limitation, determining (i) the identification of 4.99% Stockholders, (ii) whether a Transfer is a 4.99% Transaction or a
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Prohibited Transfer, (iii) whether it shall grant a waiver in accordance with Section 3 of this ARTICLE FIFTEEN, (iv) the Percentage Stock Ownership in the Corporation of any 4.99% Stockholder, (v) whether an instrument constitutes a Corporation Security, (vi) the amount (or fair market value) due to a Purported Transferee pursuant to Section 6 of this ARTICLE FIFTEEN, and (vii) any other matters which the Board of Directors deems relevant; and the good faith determination of the Board of Directors on such matters shall be conclusive and binding for all the purposes of this ARTICLE FIFTEEN. In addition, the Board of Directors may, to the extent permitted by law, from time to time establish, modify, amend or rescind by-laws, regulations and procedures of the Corporation not inconsistent with the provisions of this ARTICLE FIFTEEN for purposes of determining whether any Transfer of Corporation Securities would jeopardize the Corporation’s ability to preserve and use the Tax Benefits and for the orderly application, administration and implementation of this ARTICLE FIFTEEN.

(b)Nothing contained in this ARTICLE FIFTEEN shall limit the authority of the Board of Directors to take such other action to the extent permitted by law as it deems necessary or advisable to protect the Corporation and its stockholders in preserving the Tax Benefits; provided that the Board of Directors shall not extend the Expiration Date. Without limiting the generality of the foregoing, in the event of a change in law making one or more of the following actions necessary or desirable, the Board of Directors may, by adopting a written resolution, (i) accelerate the Expiration Date, (ii) modify the percentage Stock Ownership interest in the Corporation or the Persons or groups covered by this ARTICLE FIFTEEN, (iii) modify the definitions of any terms set forth in this ARTICLE FIFTEEN or (iv) modify the terms of this ARTICLE FIFTEEN as appropriate, in each case, in order to prevent an ownership change for purposes of Section 382 of the Code as a result of any changes in applicable Treasury Regulations or otherwise; provided, however, that the Board of Directors shall not cause there to be such acceleration or modification unless it determines, by adopting a written resolution, that such action is reasonably necessary or advisable to preserve the Tax Benefits or that the continuation of these restrictions is no longer reasonably necessary for the preservation of the Tax Benefits. Stockholders of the Corporation shall be notified of such determination through a filing with the Securities and Exchange Commission or such other method of notice as the Secretary of the Corporation shall deem appropriate.

(c)In the case of an ambiguity in the application of any of the provisions of this ARTICLE FIFTEEN, including any definition used herein, the Board of Directors shall have the power to determine the application of such provisions with respect to any situation based on its reasonable belief, understanding or knowledge of the circumstances. In the event this ARTICLE FIFTEEN requires an action by the Board of Directors but fails to provide specific guidance with respect to such action, the Board of Directors shall have the power to determine the action to be taken so long as such action is not contrary to the provisions of this ARTICLE FIFTEEN. All such actions, calculations, interpretations and determinations which are done or made by the Board of Directors in good faith shall be conclusive and binding on the Corporation, the Agent, and all other parties for all other purposes of this ARTICLE FIFTEEN. The Board of Directors may delegate all or any portion of its duties and powers under this ARTICLE FIFTEEN to a committee of the Board of Directors as it deems necessary or advisable and, to the fullest extent permitted by law, may exercise the authority granted by this ARTICLE FIFTEEN through duly authorized officers or agents of the Corporation. Nothing in this ARTICLE FIFTEEN shall be construed to limit or restrict the Board of Directors in the exercise of its fiduciary duties under applicable law.
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Section 13.    Reliance. To the fullest extent permitted by law, the Corporation and the members of the Board of Directors shall be fully protected in relying in good faith upon the information, opinions, reports or statements of the chief executive officer, the chief financial officer, the chief accounting officer or the corporate controller of the Corporation or of the Corporation’s legal counsel, independent auditors, transfer agent, investment bankers or other employees and agents in making the determinations and findings contemplated by this ARTICLE FIFTEEN, and the members of the Board of Directors shall not be responsible for any good faith errors made in connection therewith. For purposes of determining the existence and identity of, and the amount of any Corporation Securities owned by any stockholder, the Corporation is entitled to rely on the existence and absence of filings of Schedule 13D or 13G under the Securities Exchange Act of 1934, as amended (or similar filings), as of any date, subject to its actual knowledge of the ownership of Corporation Securities.

Section 14.    Benefits of This ARTICLE FIFTEEN. Nothing in this ARTICLE FIFTEEN shall be construed to give to any Person other than the Corporation or the Agent any legal or equitable right, remedy or claim under this ARTICLE FIFTEEN. This ARTICLE FIFTEEN shall be for the sole and exclusive benefit of the Corporation and the Agent.

Section 15.    Severability. The purpose of this ARTICLE FIFTEEN is to facilitate the Corporation’s ability to maintain or preserve its Tax Benefits. If any provision of this ARTICLE FIFTEEN or the application of any such provision to any Person or under any circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this ARTICLE FIFTEEN.

Section 16.    Waiver. With regard to any power, remedy or right provided herein or otherwise available to the Corporation or the Agent under this ARTICLE FIFTEEN, (a) no waiver will be effective unless expressly contained in a writing signed by the waiving party; and (b) no alteration, modification or impairment will be implied by reason of any previous waiver, extension of time, delay or omission in exercise, or other indulgence.

***


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IN WITNESS WHEREOF, this Amended and Restated Certificate of Incorporation has been signed on behalf of the Corporation by its duly authorized officer this 29th day of July, 2022.


By /s/ John R. Kline___________________ John R. Kline Senior Vice President and Chief Accounting Officer





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Exhibit 99.1

cnologopra.jpg                            News

For Immediate Release

CNO Financial Group Reports Second Quarter 2022 Results
Strong second quarter with earnings per share up 100% and operating earnings per share up 29%


Carmel, Ind., August 1, 2022 - CNO Financial Group, Inc. (NYSE: CNO) today announced that for the quarter ended June 30, 2022, net income was $136.1 million, or $1.16 per diluted share, compared to $78.0 million, or $0.58 per diluted share, in 2Q21. Net operating income (1) in 2Q22 was $100.1 million, or $0.85 per diluted share, compared to $89.1 million, or $0.66 per diluted share, in 2Q21.
"CNO posted another quarter of strong earnings," said Gary C. Bhojwani, chief executive officer. "Our annuities, direct-to-consumer and worksite businesses performed well in the quarter. We also saw a sharp increase in new money rates, signaling a positive trend in our earned yields. CNO’s balance sheet is solid, and we remain well-positioned to continue navigating the current economic uncertainty from a position of strength."
Second Quarter 2022 Highlights
•Earnings per diluted share of $1.16 in 2Q22, up from $0.58 in 2Q21
•Operating (1) EPS of $0.85 in 2Q22, up 29% from 2Q21; up 3% excluding significant items in 2Q22 and 2Q21
•Net investment income up 8% from 2Q21
•Total new annualized premiums (NAP) (4) down 5% from 2Q21
•Direct-to-consumer life insurance NAP (4) up 9% from 2Q21
•Worksite Division NAP (4) up 33% from 2Q21
•Annuity collected premiums up 26% from 2Q21
•Returned $76.5 million to shareholders in the form of share repurchases ($60.0 million) and dividends ($16.5 million); reduced weighted average share count by 12% since 2Q21
•Return on equity (ROE) of 10.3%; operating ROE, as adjusted (6), of 11.5%



FINANCIAL SUMMARY
Quarter End
(Amounts in millions, except per share data)
(Unaudited)

Net operating income, a non-GAAP(a) financial measure, is used consistently by CNO’s management to evaluate the operating performance of the Company and is a measure commonly used in the life insurance industry. It differs from net income primarily because it excludes certain non-operating items such as net investment gains (losses), changes in fair values of embedded derivatives and the liability for a deferred compensation plan, and certain significant and unusual items included in net income. Management believes an analysis of net operating income is important in understanding the profitability and operating trends of the Company’s business. Net income is the most directly comparable GAAP measure.

Per diluted share
Quarter endedQuarter ended
June 30,June 30,
20222021% change20222021% change
Income from insurance products (b)
$0.47 $0.63 (25)$55.1 $85.0 (35)
Fee income0.03 0.05 (40)3.2 6.6 (52)
Investment income not allocated to product lines (c)
0.58 0.36 61 68.5 47.8 43 
Expenses not allocated to product lines (d)
0.02 (0.18)(111)2.9 (23.8)(112)
Operating earnings before taxes1.10 0.86 129.7 115.6 
Income tax expense on operating income(0.25)(0.20)25 (29.6)(26.5)12 
Net operating income (1)0.85 0.66 29 100.1 89.1 12 
Net realized investment gains (losses) from sales, impairments and change in allowance for credit losses (net of related amortization)(0.22)0.18 (26.1)24.3 
Net change in market value of investments recognized in earnings(0.19)0.04 (21.7)5.7 
Fair value changes in embedded derivative liabilities (net of related amortization)0.68 (0.33)79.7 (44.9)
Other0.12 0.01 13.8 0.9 
Non-operating income (loss) before taxes0.39 (0.10)45.7 (14.0)
Income tax benefit (expense) on non-operating income(0.08)0.02 (9.7)2.9 
Net non-operating income (loss)0.31 (0.08)36.0 (11.1)
Net income$1.16 $0.58 $136.1 $78.0 
Weighted average diluted shares outstanding117.3 133.8 

(a)    GAAP is defined as accounting principles generally accepted in the United States of America.
(b)    Income from insurance products is the sum of the insurance margins of the annuity, health and life segments, less allocated insurance administrative expenses. It excludes the fee income segment, excess investment income, parent company expenses and income taxes. Insurance margin is management’s measure of the profitability of its annuity, health and life segments’ performance and consists of premiums plus allocated investment income less insurance policy benefits, interest credited, commissions, advertising expense and amortization of acquisition costs.
(c)    Investment income not allocated to product lines is defined as net investment income less: (i) equity returns credited to policyholder account balances; (ii) the investment income allocated to our product lines; (iii) interest expense on notes payable and investment borrowings; (iv) expenses related to the funding agreement-backed notes ("FABN") program; and (v) certain expenses related to benefit plans that are offset by special-purpose investment income.
(d)    Expenses not allocated to product lines in the second quarter of 2022 includes the $22.5 million favorable impact of an experience refund related to a reinsurance agreement.

2

FINANCIAL SUMMARY (continued)
Management vs. GAAP Measures
(Dollars in millions, except per share data)
(Unaudited)

Shareholders’ equity, excluding accumulated other comprehensive income (loss), and book value per share, excluding accumulated other comprehensive income (loss), are non-GAAP measures that are utilized by management to view the business without the effect of accumulated other comprehensive income (loss) which is primarily attributable to fluctuations in interest rates associated with fixed maturities, available for sale. Management views the business in this manner because the Company has the ability and generally, the intent, to hold investments to maturity and meaningful trends can be more easily identified without the fluctuations. In addition, shareholders' equity excludes net operating loss carryforwards in our non-GAAP return on equity measures as such assets are not discounted and, accordingly, will not provide a return to shareholders until after it is realized as a reduction to taxes that would otherwise be paid. Management believes that excluding this value from the equity component of this measure enhances the understanding of the effect these non-discounted assets have on operating returns.
______________________________________________________________________________________________________
Quarter ended
June 30,
20222021
Trailing twelve months return on equity (a)
10.3 %9.1 %
Trailing twelve months operating return on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) (6)11.5 %12.3 %
Trailing twelve months operating return, excluding significant items, on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) (6)10.3 %12.4 %
Shareholders’ equity$2,212.0 $5,324.0 
Accumulated other comprehensive (income) loss1,165.0 (1,995.5)
Shareholders’ equity, excluding accumulated other comprehensive income (loss)3,377.0 3,328.5 
Net operating loss carryforwards(214.7)(292.9)
Shareholders' equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards$3,162.3 $3,035.6 
Book value per diluted share$19.04 $40.47 
Accumulated other comprehensive (income) loss10.02 (15.17)
Book value per diluted share, excluding accumulated other comprehensive income (loss) (a non-GAAP financial measure) (2)$29.06 $25.30 

(a) Calculated using average shareholders’ equity for the measurement period.

3

INSURANCE OPERATIONS


Annuity products accounted for 18 percent of the Company’s margin for the quarter.

Annuity premiums collected increased 26 percent and annuity account values increased 8 percent in 2Q22 compared to 2Q21.

Health products accounted for 55 percent of the Company’s insurance margin for the quarter and 64 percent of insurance policy income.

Life products accounted for 27 percent of the Company’s insurance margin for the quarter and 35 percent of insurance policy income.

Sales of health products were down 10 percent and sales of life products were down 2 percent in 2Q22 compared to 2Q21.

ANNUITY COLLECTED PREMIUMS
(Dollars in millions)
(Unaudited)
Quarter ended June 30,
20222021% change
Annuity collected premiums$435.0 $344.3 26 


INSURANCE POLICY INCOME
(Dollars in millions)
(Unaudited)
Quarter ended June 30,
20222021% change
Annuity$5.8 $4.3 35 
Health403.5 415.4 (3)
Life216.3 210.8 3 
Total insurance policy income$625.6 $630.5 (1)


SALES MEASURED AS NEW ANNUALIZED PREMIUMS FOR
LIFE AND HEALTH PRODUCTS
(Dollars in millions)
(Unaudited)
Quarter ended June 30,
20222021% change
Health$37.4 $41.5 (10)
Life51.4 52.3 (2)
Total new annualized premiums (4)$88.8 $93.8 (5)


4

INSURANCE MARGIN
(Amounts in millions, except per share data)
(Unaudited)


Insurance margin is management’s measure of profitability of its annuity, health and life segments’ performance and consists of premiums plus allocated investment income less insurance policy benefits, interest credited, commissions, advertising expense and amortization of acquisition costs. Income from insurance products is the sum of the insurance margins of the annuity, health and life segments, less allocated insurance administrative expenses. It excludes the fee income segment, investment income not allocated to product lines, expenses not allocated to product lines and income taxes. Management believes this information helps provide a better understanding of the business and a more meaningful analysis of our operations. Insurance income, a non-GAAP measure, is a component of net operating income, which is reconciled to net income in the Financial Summary section above.
Quarter ended
June 30,
2022		% of insurance policy incomeJune 30,
2021		% of insurance policy income% change
Margin
Annuity interest margin$37.1 $66.0 (44)
Life insurance interest margin1.8 1.6 13 
Total interest-sensitive margin38.9 67.6 (42)
Insurance margin
Health113.4 28 120.9 29 (6)
Life (a)55.0 25 38.1 18 44 
Total other insurance margin168.4 27 159.0 25 6 
Total insurance margin207.3 226.6 
Allocated expenses(152.2)(141.6)
Income from insurance products$55.1 $85.0 
Per diluted share$0.47 $0.63 
Weighted average diluted shares117.3 133.8 


(a)    Net of $22.6 million and $25.0 million of non-deferred television advertising expense related to our direct distribution channel in the 2022 and 2021 periods, respectively.
    

Total allocated expenses were $152.2 million, up 7 percent from the year-ago quarter.

Total insurance margins were favorably impacted by approximately $22 million and $21 million in the quarters ended June 30, 2022 and 2021, respectively, due to the estimated impacts of COVID-19.




5

ANNUITY RESULTS BY PRODUCT TYPE
(Dollars in millions)
(Unaudited)
Annuity margin
Quarter ended
June 30,
20222021
Fixed index annuities$25.8 $55.3 
Fixed interest annuities7.4 9.5 
Other annuities3.9 1.2 
Total$37.1 $66.0 

Annuity collected premiums
Quarter ended
June 30,
20222021
Annuity collected premiums$435.0 $344.3 

Average net insurance liabilities (5)
Quarter ended
June 30,
20222021
Fixed index annuities$8,420.5 $7,643.4 
Fixed interest annuities1,713.6 1,899.5 
Other annuities481.6 506.8 
Total$10,615.7 $10,049.7 

Margin/average net insurance liabilities (a)
Quarter ended
June 30,
20222021
Fixed index annuities1.23 %2.89 %
Fixed interest annuities1.73 %2.00 %
Other annuities3.24 %0.95 %
Total1.40 %2.63 %

(a)    Defined as annualized quarterly annuity margin divided by average net insurance liabilities (5).

Total annuity margins were favorably impacted by approximately $1 million and $2 million in the quarters ended June 30, 2022 and 2021, respectively, due to the estimated impacts of COVID-19.
6

HEALTH INSURANCE RESULTS BY PRODUCT TYPE
(Dollars in millions)
(Unaudited)

Health margin
Quarter ended
June 30,
20222021
Amount% of insurance policy incomeAmount% of insurance policy income% change
Supplemental health and other health$52.3 30 $47.5 28 10 
Medicare supplement36.4 22 45.7 25 (20)
Long-term care24.7 37 27.7 42 (11)
Total$113.4 28 $120.9 29 (6)


Health insurance policy income
Quarter ended
June 30,
20222021% change
Supplemental health and other health$172.0 $170.0 1 
Medicare supplement165.1 179.7 (8)
Long-term care66.4 65.7 1 
Total$403.5 $415.4 (3)

Health NAP (4)
Quarter ended
June 30,
20222021% change
Supplemental health and other health$24.4 $25.7 (5)
Medicare supplement6.9 8.8 (22)
Long-term care6.1 7.0 (13)
Total$37.4 $41.5 (10)

Total health margins were favorably impacted by approximately $21 million and $30 million in the quarters ended June 30, 2022 and 2021, respectively, due to the estimated impacts of COVID-19.
7

LIFE INSURANCE RESULTS BY PRODUCT TYPE
(Dollars in millions)
(Unaudited)
Life margin
Quarter ended
June 30,
20222021
Amount% of insurance policy incomeAmount% of insurance policy income% change
Life insurance interest margin$1.8 $1.6 13 
Life insurance margin:
Traditional life35.0 20 22.9 14 53 
Interest sensitive life20.0 46 15.2 37 32 
Subtotal55.0 25 38.1 18 44 
Total margin$56.8 $39.7 43 

Life insurance policy income
Quarter ended
June 30,
20222021% change
Traditional life$172.5 $169.4 2 
Interest sensitive life43.8 41.4 6 
Total$216.3 $210.8 3 

Life NAP (4)
Quarter ended
June 30,
20222021% change
Traditional life$44.3 $43.9 1 
Interest sensitive life7.1 8.4 (15)
Total$51.4 $52.3 (2)

Average net insurance liabilities (5) and interest margin
Quarter ended
June 30,
20222021% change
Interest sensitive life products$1,020.3 $970.0 5 
Interest margin/average net insurance liabilities (5)0.71 %0.66 %8 



Total life margins were unfavorably impacted by approximately $11 million in the quarter ended June 30, 2021 due to the estimated impacts of COVID-19. There was no material impact on the life margins in the quarter ended June 30, 2022 related to COVID-19.



8

QUARTERLY AVERAGE EXCLUSIVE PRODUCING AGENTS

Average Exclusive Producing Agent Count
Quarter ended
June 30,%
20222021change
Consumer
Field agents (a) (c)3,968 4,360 (9)
Tele-sales agents204 247 (17)
Total agents4,172 4,607 (9)
Registered agents (b) (c)676 639 6 
Worksite (a) (c)
234 258 (9)
____________________
(a) Producing agents represent the monthly average of exclusive agents that have submitted at least one policy in the month.
(b) Registered agents are dually licensed as insurance agents and financial representatives who can buy and sell
securities for clients, and/or investment advisors who can provide ongoing investment advice for clients.
(c) Agent counts represent the average of the last 3 months.


INVESTMENTS
INVESTMENT INCOME NOT ALLOCATED TO PRODUCT LINES
(Dollars in millions, except per share data)

Management uses investment income not allocated to product lines as the measure to evaluate the performance of the investment segment. It is defined as net investment income less the investment income allocated to our product segments and interest expense on debt. We also view investment income not allocated to product lines per diluted share as an important and useful measure to evaluate performance of the investment segment as it takes into consideration our share repurchase program.

Quarter ended June 30,
20222021% change
Net investment income$223.9 $379.2 (41)
Allocated to product lines:
Annuity(114.8)(114.9)— 
Health(71.6)(71.6)— 
Life(36.2)(36.1)— 
Equity returns credited to policyholder account balances92.4 (76.1)(221)
Amounts allocated to product lines and credited to policyholder account balances(130.2)(298.7)(56)
Amount related to variable interest entities and other non-operating items(9.1)(8.0)14 
Interest expense on corporate debt(15.6)(15.6)— 
Interest expense on investment borrowings from the Federal Home Loan Bank program(4.7)(2.5)88 
Expenses related to FABN program(7.6)— n/m
Less amounts credited to deferred compensation plans (offsetting investment income)11.8 (6.6)(279)
Total adjustments(25.2)(32.7)
Investment income not allocated to product lines$68.5 $47.8 43 
Per diluted share$0.58 $0.36 


9

INVESTMENT PORTFOLIO
(Dollars in millions)

The composition of the investment portfolio at June 30, 2022 is as follows:
$% of total
Fixed maturities, available for sale, at fair value$21,362.7 85 
Equity securities at fair value136.9 1 
Mortgage loans1,215.3 5 
Policy loans119.5 — 
Trading securities198.9 1 
Investments held by variable interest entities1,107.7 4 
Other invested assets1,086.6 4 
Total investment portfolio$25,227.6 100 

Fixed maturities, available for sale, at amortized cost by asset class as of June 30, 2022 are as follows:
Investment gradeBelow investment gradeTotal
Corporate securities$13,126.5 $794.6 $13,921.1 
United States Treasury securities and obligations of the United States government and agencies168.8 — 168.8 
States and political subdivisions2,687.4 11.6 2,699.0 
Foreign governments74.6 — 74.6 
Asset-backed securities1,124.6 134.5 1,259.1 
Agency residential mortgage-backed securities32.0 — 32.0 
Non-agency residential mortgage-backed securities1,188.9 620.3 (a)1,809.2 
Collateralized loan obligations720.4 7.5 727.9 
Commercial mortgage-backed securities2,325.2 83.9 2,409.1 
Total$21,448.4 $1,652.4 $23,100.8 

____________________
(a)     Certain structured securities rated below investment grade by Nationally Recognized Statistical Rating Organizations may be assigned a NAIC 1 or NAIC 2 designation based on the cost basis of the security relative to estimated recoverable amounts as determined by the National Association of Insurance Commissioners (NAIC).

The fair value of CNO’s available for sale fixed maturity portfolio was $21.4 billion compared with an amortized cost of $23.1 billion. Net unrealized losses were comprised of gross unrealized gains of $295.2 million and gross unrealized losses of $1,979.1 million. The allowance for credit losses was $54.2 million at June 30, 2022.

At both amortized cost and fair value, 93 percent of fixed maturities, available for sale, were rated “investment grade”.



10

Non-Operating Items
Net investment losses in 2Q22 were $26.1 million (net of related amortization) including the unfavorable change in the allowance for credit losses of $23.7 million which was recorded in earnings. Net investment gains in 2Q21 were $24.3 million (net of related amortization) including the favorable change in the allowance for credit losses of $5.7 million which was recorded in earnings.

During 2Q22 and 2Q21, we recognized an increase (decrease) in earnings of $(21.7) million and $5.7 million, respectively, due to the net change in market value of investments recognized in earnings.

During 2Q22 and 2Q21, we recognized an increase (decrease) in earnings of $79.7 million and $(44.9) million, respectively, resulting from changes in the estimated fair value of embedded derivative liabilities related to our fixed index annuities, net of related amortization. Such amounts include the impacts of changes in market interest rates used to determine the derivative's estimated fair value.

In 2Q22, other non-operating items included an increase in earnings of $14.0 million for the mark-to-market change in the agent deferred compensation plan liability which was impacted by changes in the underlying actuarial assumptions used to value the liability. We recognize the mark-to-market change in the estimated value of this liability through earnings as assumptions change.

Statutory (based on non-GAAP measures) and GAAP Capital Information
Our consolidated statutory risk-based capital ratio was estimated at 360% at June 30, 2022, reflecting estimated 2Q22 statutory operating income of $93 million (and $124 million in the first six months of 2022) and the payment of insurance company dividends to the holding company of $29.0 million during 2Q22 (and $98.6 million in the first six months of 2022).

During the second quarter of 2022, we repurchased $60.0 million of common stock under our securities repurchase program. We repurchased 2.5 million common shares at an average cost of $23.52 per share. As of June 30, 2022, we had 114.8 million shares outstanding and had authority to repurchase up to an additional $206.9 million of our common stock. During 2Q22, dividends paid on common stock totaled $16.5 million.

Unrestricted cash and investments held by our holding company were $141 million at June 30, 2022, compared to $249 million at December 31, 2021.

Book value per common share was $19.27 at June 30, 2022 compared to $43.69 at December 31, 2021. Book value per diluted share, excluding accumulated other comprehensive income (loss) (2), was $29.06 at June 30, 2022, compared to $26.86 at December 31, 2021.

The debt-to-capital ratio was 34.0 percent and 17.8 percent at June 30, 2022 and December 31, 2021, respectively. Our debt-to-total capital ratio, excluding accumulated other comprehensive income (loss) (3) was 25.2 percent at June 30, 2022, compared to 25.6 percent at December 31, 2021.

Return on equity for the trailing four quarters ended June 30, 2022 and 2021, was 10.3% and 9.1%, respectively. Operating return, excluding significant items, on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (6) for the trailing four quarters ended June 30, 2022 and 2021, was 10.3% and 12.4%, respectively.

In this news release, CNO includes non-GAAP measures to enhance investors’ understanding of management’s view of the business. The non-GAAP measures are not a substitute for GAAP, but rather a supplement to increase transparency by providing broader perspective. CNO’s definitions of non-GAAP measures may differ from other companies’ definitions. More detailed information including various GAAP and non-GAAP measurements are located at CNOinc.com in the Investors section under SEC Filings.


11

CAUTION REGARDING FORWARD-LOOKING STATEMENTS:

This press release may contain forward-looking statements within the meaning of federal securities laws. These prospective statements reflect management’s current expectations, but are not guarantees of future performance. Accordingly, please refer to CNO’s cautionary statement regarding forward-looking statements, and the business environment in which the Company operates, contained in the Company’s Form 10-K for the year ended December 31, 2021 and any subsequent Form 10-Q or Form 10-K on file with the Securities and Exchange Commission and on the Company’s website at CNOinc.com in the Investors section.  CNO specifically disclaims any obligation to update or revise any forward-looking statement because of new information, future developments or otherwise.

EARNINGS RELEASE CONFERENCE CALL WEBCAST:

The Company will host a conference call to discuss results on August 2, 2022 at 11:00 a.m. Eastern Time. During the call, we will be referring to a presentation that will be available at the Investors section of the company's website.

To participate by dial-in, please register at https://ige.netroadshow.com/registration/q4inc/11345/cno-financial-group-second-quarter-2022-earnings-results/. Upon registering, you will be provided with call details and a registrant ID used to track attendance on the conference call. Reminders will also be sent to registered participants via email.

For those investors who prefer to listen to the call online, we will be broadcasting the call live via webcast. The event can be accessed through the Investors section of the company's website: ir.CNOinc.com. Participants should go to the website at least 15 minutes before the event to register and download any necessary audio software.


ABOUT CNO FINANCIAL GROUP

CNO Financial Group, Inc. (NYSE: CNO) secures the future of middle-income America. CNO provides life and health insurance, annuities, financial services, and workforce benefits solutions through our family of brands, including Bankers Life, Colonial Penn and Washington National. Our customers work hard to save for the future, and we help protect their health, income and retirement needs with 3.2 million policies and $34 billion in total assets. Our 3,400 associates, 4,400 exclusive agents and 4,700 independent partner agents guide individuals, families and businesses through a lifetime of financial decisions. For more information, visit CNOinc.com.
12

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

June 30,
2022		December 31,
2021
ASSETS
Investments:
Fixed maturities, available for sale, at fair value (net of allowance for credit losses: June 30, 2022 - $54.2 and December 31, 2021 - $7.6; amortized cost: June 30, 2022 - $23,100.8 and December 31, 2021 - $21,867.6)
$21,362.7 $24,805.4 
Equity securities at fair value136.9 131.1 
Mortgage loans (net of allowance for credit losses: June 30, 2022 - $4.9 and December 31, 2021 - $5.6)
1,215.3 1,218.6 
Policy loans119.5 120.2 
Trading securities198.9 227.2 
Investments held by variable interest entities (net of allowance for credit losses: June 30, 2022 - $12.2 and December 31, 2021 - $3.7; amortized cost: June 30, 2022 - $1,180.2 and December 31, 2021 - $1,206.8)
1,107.7 1,199.6 
Other invested assets1,086.6 1,224.0 
Total investments25,227.6 28,926.1 
Cash and cash equivalents - unrestricted567.2 632.1 
Cash and cash equivalents held by variable interest entities52.2 99.6 
Accrued investment income224.1 216.4 
Present value of future profits219.8 222.6 
Deferred acquisition costs1,767.0 1,112.0 
Reinsurance receivables (net of allowance for credit losses: June 30, 2022 - $3.0 and December 31, 2021 - $3.0)
4,277.9 4,354.3 
Income tax assets, net929.8 118.3 
Assets held in separate accounts3.0 3.9 
Other assets566.9 519.1 
Total assets$33,835.5 $36,204.4 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities: 
Liabilities for insurance products: 
Policyholder account liabilities$14,608.8 $13,689.7 
Future policy benefits11,684.6 11,670.7 
Liability for policy and contract claims466.4 501.8 
Unearned and advanced premiums243.4 246.7 
Liabilities related to separate accounts3.0 3.9 
Other liabilities713.2 830.9 
Investment borrowings1,640.2 1,715.8 
Borrowings related to variable interest entities1,125.9 1,147.9 
Notes payable – direct corporate obligations1,138.0 1,137.3 
Total liabilities31,623.5 30,944.7 
Commitments and Contingencies
Shareholders' equity:
Common stock ($0.01 par value, 8,000,000,000 shares authorized, shares issued and outstanding: June 30, 2022 – 114,795,328; December 31, 2021 – 120,377,152)
1.1 1.2 
Additional paid-in capital2,032.7 2,184.2 
Accumulated other comprehensive income (loss)(1,165.0)1,947.1 
Retained earnings1,343.2 1,127.2 
Total shareholders' equity2,212.0 5,259.7 
Total liabilities and shareholders' equity$33,835.5 $36,204.4 

13

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions, except per share data)
(unaudited)
Three months endedSix months ended
June 30,June 30,
 2022202120222021
Revenues:  
Insurance policy income$625.6 $630.5 $1,250.6 $1,262.9 
Net investment income:
General account assets317.7 282.1 595.2 564.8 
Policyholder and other special-purpose portfolios(93.8)97.1 (163.1)152.6 
Investment gains (losses):
Realized investment gains (losses)(7.0)17.1 11.8 11.1 
Other investment gains (losses)(41.8)14.2 (93.3)17.4 
Total investment gains (losses)(48.8)31.3 (81.5)28.5 
Fee revenue and other income54.3 32.1 96.7 70.3 
Total revenues855.0 1,073.1 1,697.9 2,079.1 
Benefits and expenses:    
Insurance policy benefits340.2 657.4 686.9 1,116.5 
Interest expense27.8 24.0 51.6 48.1 
Amortization88.1 42.6 192.0 142.3 
Other operating costs and expenses223.5 247.5 442.7 480.6 
Total benefits and expenses679.6 971.5 1,373.2 1,787.5 
Income before income taxes175.4 101.6 324.7 291.6 
Income tax expense on period income39.3 23.6 76.3 66.2 
Net income$136.1 $78.0 $248.4 $225.4 
Earnings per common share:  
Basic:  
Weighted average shares outstanding115,533,000 131,016,000 117,078,000 132,578,000 
Net income$1.18 $.59 $2.12 $1.70 
Diluted:
Weighted average shares outstanding117,286,000 133,814,000 119,144,000 135,233,000 
Net income$1.16 $.58 $2.08 $1.67 


14

NOTES
(1)Management believes that an analysis of Net income applicable to common stock before: (i) net realized investment gains or losses from sales, impairments and the change in allowance for credit losses, net of related amortization and taxes; (ii) net change in market value of investments recognized in earnings, net of taxes; (iii) 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; (iv) fair value changes related to the agent deferred compensation plan, net of taxes; (v) loss on extinguishment of debt, net of taxes; (vi) changes in the valuation allowance for deferred tax assets and other tax items; and (viii) other non-operating items consisting primarily of earnings attributable to variable interest entities, net of taxes ("Net operating income," a non-GAAP financial measure) is important to evaluate the financial performance of the company, and is a key measure commonly used in the life insurance industry. Management uses this measure to evaluate performance because the items excluded from net operating income can be affected by events that are unrelated to the company's underlying fundamentals. A reconciliation of Net operating income to Net income applicable to common stock is provided in the table on page 2. Additional information concerning this non-GAAP measure is included in our periodic filings with the Securities and Exchange Commission that are available in the "Investors - SEC Filings" section of CNO's website, CNOinc.com.
(2)Book value per diluted share reflects the potential dilution that could occur if outstanding stock options were exercised and restricted stock and performance units were vested. The dilution from options, restricted shares and performance units is calculated using the treasury stock method. Under this method, we assume the proceeds from the exercise of the options (or the unrecognized compensation expense with respect to restricted stock and performance units) will be used to purchase shares of our common stock at the closing market price on the last day of the period. In addition, the calculation of this non-GAAP measure differs from the corresponding GAAP measure because accumulated other comprehensive income (loss) has been excluded from the value of capital used to determine this measure. Management believes this non-GAAP measure is useful because it removes the volatility that arises from changes in the unrealized appreciation (depreciation) of our investments.
(3)The calculation of this non-GAAP measure differs from the corresponding GAAP measure because accumulated other comprehensive income (loss) has been excluded from the value of capital used to determine this measure. Management believes this non-GAAP measure is useful because it removes the volatility that arises from changes in the unrealized appreciation (depreciation) of our investments.
(4)Measured by new annualized premiums for life and health products, which includes 10% of single premium whole life deposits and 100% of all other premiums (excluding annuities). Sales of third-party products are excluded.
(5)Net insurance liabilities are equal to total insurance liabilities less: (i) amounts related to reinsured business; (ii) deferred acquisition costs; (iii) present value of future profits; and (iv) the value of unexpired options credited to insurance liabilities.
(6)The following summarizes the calculations of: (i) operating return on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure); (ii) operating return, excluding significant items, on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure); and (iii) return on equity are as follows (dollars in millions):
Trailing twelve months ended
2Q222Q21
Net operating income$352.5 $362.9 
Net operating income, excluding significant items$317.2 $366.1 
Net income$464.0 $466.4 
Average common equity, excluding accumulated other
comprehensive income (loss) and net operating loss
carryforwards (a non-GAAP financial measure)$3,069.1 $2,947.7 
Average common shareholders' equity$4,487.9 $5,114.1 
Operating return on equity, excluding accumulated other
comprehensive income (loss) and net operating loss
carryforwards (a non-GAAP financial measure)11.5 %12.3 %
Operating return, excluding significant items, on equity, excluding
accumulated other comprehensive income (loss) and net
operating loss carryforwards (a non-GAAP financial measure)10.3 %12.4 %
Return on equity10.3 %9.1 %

15

The following summarizes: (i) operating earnings; (ii) significant items; (iii) operating earnings, excluding significant items; and (iv) net income (loss) (dollars in millions):
Net operating
Net operatingincome,
income,excludingNet
excludingsignificantincome -
Net operatingSignificantsignificantitems - trailingNettrailing
incomeitemsitems (a)four quartersincomefour quarters
3Q20$112.6 $— $112.6 $329.3 $129.2 $468.0 
4Q2086.0 (6.4)(b)79.6 338.2 111.8 301.8 
1Q2175.2 6.1 (c)81.3 335.2 147.4 470.4 
2Q2189.1 3.5 (d)92.6 366.1 78.0 466.4 
3Q2192.8 2.3 (e)95.1 348.6 99.8 437.0 
4Q21108.5 (20.2)(f)88.3 357.3 115.8 441.0 
1Q2251.1 — 51.1 327.1 112.3 405.9 
2Q22100.1 (17.4)(g)82.7 317.2 136.1 464.0 
(a) See note (7) for additional information.
(b) Comprised of: (i) $11.8 million of net favorable adjustments arising from our review of actuarial assumptions; (ii) $3.7 million unfavorable impact related to asset impairments; and (iii) an increase in tax expense of $1.7 million.
(c) Comprised of: (i) $5.3 million from legal and regulatory matters; (ii) $2.5 million of transaction expenses related to the previously announced acquisition of Optavise, LLC ("Optavise", formerly known as DirectPath, LLC prior to its name change in April 2022); and (iii) a decrease in tax expense of $1.7 million.
(d) Comprised of: (i) $4.5 million from legal and regulatory matters; and (ii) a decrease in tax expense of $1.0 million.
(e) Comprised of: (i) $3.0 million from legal and regulatory matters; and (ii) a decrease in tax expense of $.7 million.
(f) Comprised of: (i) $25.9 million of net favorable adjustments arising from our review of actuarial assumptions; and (ii) an increase in tax expense of $5.7 million.
(g) Comprised of: (i) an experience refund of $22.5 million related to a reinsurance agreement; and (ii) an increase in tax expense of $5.1 million.

A reconciliation of pre-tax operating earnings (a non-GAAP financial measure) to net income is as follows (dollars in millions):
Twelve months ended
2Q222Q21
Pre-tax operating earnings (a non-GAAP financial measure)$455.8 $468.6 
Income tax expense(103.3)(105.7)
Net operating income352.5 362.9 
Non-operating items:
Net realized investment gains (losses) from sales, impairments and change in allowance for credit losses, net of related amortization(26.3)48.2 
Net change in market value of investments recognized in earnings(63.9)13.8 
Fair value changes in embedded derivative liabilities, net of related amortization200.5 51.9 
Fair value changes related to the agent deferred compensation plan32.4 10.1 
Other2.3 8.9 
Non-operating income before taxes145.0 132.9 
    Income tax expense on non-operating income(33.5)(29.4)
Net non-operating income111.5 103.5 
Net income$464.0 $466.4 
16

A reconciliation of consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) to common shareholders’ equity, is as follows (dollars in millions):
1Q202Q203Q204Q20
Consolidated capital, excluding accumulated other comprehensive
income (loss) and net operating loss carryforwards
(a non-GAAP financial measure)$2,701.2 $2,784.2 $2,905.1 $2,956.2 
Net operating loss carryforwards469.4 426.8 377.2 341.9 
Accumulated other comprehensive income595.2 1,520.2 1,801.6 2,186.1 
Common shareholders' equity$3,765.8 $4,731.2 $5,083.9 $5,484.2 
1Q212Q213Q214Q21
Consolidated capital, excluding accumulated other comprehensive
income (loss) and net operating loss carryforwards
(a non-GAAP financial measure)$3,019.5 $3,035.6 $3,036.3 $3,068.9 
Net operating loss carryforwards323.1 292.9 266.9 243.7 
Accumulated other comprehensive income1,518.1 1,995.5 1,929.7 1,947.1 
Common shareholders' equity$4,860.7 $5,324.0 $5,232.9 $5,259.7 
1Q222Q22
Consolidated capital, excluding accumulated other comprehensive
income (loss) and net operating loss carryforwards
(a non-GAAP financial measure)$3,072.2 $3,162.3 
Net operating loss carryforwards238.2 214.7 
Accumulated other comprehensive income (loss)380.5 (1,165.0)
Common shareholders' equity$3,690.9 $2,212.0 

A reconciliation of consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) to common shareholders’ equity, is as follows (dollars in millions):
Trailing four quarter average
2Q222Q21
Consolidated capital, excluding accumulated other comprehensive
income (loss) and net operating loss carryforwards
(a non-GAAP financial measure)$3,069.1 $2,947.7 
Net operating loss carryforwards250.7 350.5 
Accumulated other comprehensive income1,168.1 1,815.9 
Common shareholders' equity$4,487.9 $5,114.1 


17

(7)    The tables below summarize the financial impact of significant items on our net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results (dollars in millions, except per share data).

Three months ended
June 30, 2022
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin
Annuity margin$37.1 $— $37.1 
Health margin113.4 — 113.4 
Life margin56.8 — 56.8 
Total insurance product margin207.3 — 207.3 
Allocated expenses(152.2)— (152.2)
Income from insurance products55.1 — 55.1 
Fee income3.2 — 3.2 
Investment income not allocated to product lines68.5 — 68.5 
Expenses not allocated to product lines2.9 (22.5)(a)(19.6)
Operating earnings before taxes129.7 (22.5)107.2 
Income tax (expense) benefit on operating income(29.6)5.1 (24.5)
Net operating income$100.1 $(17.4)$82.7 
Net operating income per diluted share$0.85 $(0.14)$0.71 
___________
(a)Comprised of an experience refund of $22.5 million related to a reinsurance agreement.

Three months ended
December 31, 2021
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin
Annuity margin$93.9 $(26.9)(a)$67.0 
Health margin129.5 — 129.5 
Life margin30.4 1.0 (a)31.4 
Total insurance product margin253.8 (25.9)227.9 
Allocated expenses(143.3)— (143.3)
Income from insurance products110.5 (25.9)84.6 
Fee income2.9 — 2.9 
Investment income not allocated to product lines42.8 — 42.8 
Expenses not allocated to product lines(17.4)— (17.4)
Operating earnings before taxes138.8 (25.9)112.9 
Income tax (expense) benefit on operating income(30.3)5.7 (24.6)
Net operating income$108.5 $(20.2)$88.3 
Net operating income per diluted share$0.87 $(0.16)$0.71 
___________
(a)Adjustments arising from our comprehensive annual actuarial review of assumptions.
18

Three months ended
September 30, 2021
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin
Annuity margin$52.5 $— $52.5 
Health margin117.9 — 117.9 
Life margin53.2 — 53.2 
Total insurance product margin223.6 — 223.6 
Allocated expenses(140.5)— (140.5)
Income from insurance products83.1 — 83.1 
Fee income2.6 — 2.6 
Investment income not allocated to product lines50.9 — 50.9 
Expenses not allocated to product lines(17.3)3.0 (a)(14.3)
Operating earnings before taxes119.3 3.0 122.3 
Income tax (expense) benefit on operating income(26.5)(0.7)(27.2)
Net operating income$92.8 $2.3 $95.1 
Net operating income per diluted share$0.72 $0.02 $0.74 
___________
(a)Comprised of $3.0 million from legal and regulatory matters.


Three months ended
June 30, 2021
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin
Annuity margin$66.0 $— $66.0 
Health margin120.9 — 120.9 
Life margin39.7 — 39.7 
Total insurance product margin226.6 — 226.6 
Allocated expenses(141.6)— (141.6)
Income from insurance products85.0 — 85.0 
Fee income6.6 — 6.6 
Investment income not allocated to product lines47.8 — 47.8 
Expenses not allocated to product lines(23.8)4.5 (a)(19.3)
Operating earnings before taxes115.6 4.5 120.1 
Income tax (expense) benefit on operating income(26.5)(1.0)(27.5)
Net operating income$89.1 $3.5 $92.6 
Net operating income per diluted share$0.66 $0.03 $0.69 
___________
(a)Comprised of $4.5 million from legal and regulatory matters.


19

Three months ended
March 31, 2021
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin
Annuity margin$57.9 $— $57.9 
Health margin124.7 — 124.7 
Life margin27.1 — 27.1 
Total insurance product margin209.7 — 209.7 
Allocated expenses(141.1)— (141.1)
Income from insurance products68.6 — 68.6 
Fee income7.3 — 7.3 
Investment income not allocated to product lines43.0 — 43.0 
Expenses not allocated to product lines(22.0)7.8 (a)(14.2)
Operating earnings before taxes96.9 7.8 104.7 
Income tax (expense) benefit on operating income(21.7)(1.7)(23.4)
Net operating income$75.2 $6.1 $81.3 
Net operating income per diluted share$0.55 $0.04 $0.59 
___________
(a)Comprised of: (i) $5.3 million from legal and regulatory matters; and (ii) $2.5 million of transaction expenses related to the previously announced acquisition of Optavise. The legal and regulatory matters primarily consist of an increase to our liability for claims and interest pursuant to the Global Resolution Agreement, as we have now processed and verified most of the claims provided by the third party auditor allowing us to more accurately estimate the ultimate liability.


Three months ended
December 31, 2020
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin
Annuity margin$68.1 $(16.1)(a)$52.0 
Health margin125.2 — 125.2 
Life margin37.3 4.3 (a)41.6 
Total insurance product margin230.6 (11.8)218.8 
Allocated expenses(162.7)— (162.7)
Income from insurance products67.9 (11.8)56.1 
Fee income2.9 — 2.9 
Investment income not allocated to product lines57.8 — 57.8 
Expenses not allocated to product lines(17.8)3.7 (b)(14.1)
Operating earnings before taxes110.8 (8.1)102.7 
Income tax (expense) benefit on operating income(24.8)1.7 (23.1)
Net operating income$86.0 $(6.4)$79.6 
Net operating income per diluted share$0.61 $(0.04)$0.57 
___________
(a)Adjustments arising from our comprehensive annual actuarial review of assumptions.
(b)Unfavorable impact related to asset impairments.


For further information:

CNO News Media
Valerie Dolenga
Valerie.Dolenga@CNOinc.com

CNO Investor Relations
Adam Auvil
Adam.Auvil@CNOinc.com
20

Exhibit 99.2



cnologosupp.jpg


Quarterly Financial Supplement - 2Q2022
August 1, 2022

Page 1

Table of ContentsPage
Consolidated balance sheet3
Consolidated statement of operations4
Financial summary5
Insurance operations6
Margin from insurance products7-9
Estimated impacts of COVID-19 on insurance product margins10
Collected premiums from annuity and interest sensitive life products and insurance policy income11
Health and life new annualized premiums12
Computation of weighted average shares outstanding13
Annuities - account value rollforwards14
Statutory information15
Investment income not allocated to product lines and investment income allocated to product lines16-19
Other investment data19
Significant items20-23
Notes24

Page 2

CNO FINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in millions)
(Unaudited)
Mar-21Jun-21Sep-21Dec-21Mar-22Jun-22
Assets
Investments:
  Fixed maturities, available for sale, at fair value$22,610.4 $23,806.6 $24,142.0 $24,805.4 $23,479.4 $21,362.7 
  Equity securities at fair value164.4 149.3 146.4 131.1 91.0 136.9 
  Mortgage loans1,297.7 1,276.9 1,211.0 1,218.6 1,213.3 1,215.3 
  Policy loans121.0 120.3 119.7 120.2 119.5 119.5 
  Trading securities242.6 247.0 243.6 227.2 223.0 198.9 
  Investments held by variable interest entities1,224.0 1,233.5 1,221.3 1,199.6 1,180.8 1,107.7 
  Other invested assets1,195.1 1,226.0 1,172.6 1,224.0 1,121.8 1,086.6 
  Total investments26,855.2 28,059.6 28,256.6 28,926.1 27,428.8 25,227.6 
Cash and cash equivalents - unrestricted662.9 652.5 742.1 632.1 546.0 567.2 
Cash and cash equivalents held by variable interest entities76.0 62.3 70.5 99.6 48.0 52.2 
Accrued investment income216.8 210.7 218.1 216.4 227.9 224.1 
Present value of future profits241.3 235.2 229.0 222.6 222.8 219.8 
Deferred acquisition costs1,168.4 1,051.4 1,082.7 1,112.0 1,487.6 1,767.0 
Reinsurance receivables4,509.3 4,460.9 4,409.7 4,354.3 4,298.2 4,277.9 
Income tax assets, net358.2 218.6 145.7 118.3 534.2 929.8 
Assets held in separate accounts4.3 4.5 4.5 3.9 3.6 3.0 
Other assets567.1 564.0 554.8 519.1 671.0 566.9 
Total assets$34,659.5 $35,519.7 $35,713.7 $36,204.4 $35,468.1 $33,835.5 
Liabilities
Liabilities for insurance products:
  Policyholder account liabilities$12,571.3 $12,840.8 $12,992.0 $13,689.7 $14,546.3 $14,608.8 
  Future policy benefits11,546.6 11,689.8 11,699.7 11,670.7 11,646.5 11,684.6 
  Liability for policy and contract claims558.7 528.3 512.3 501.8 507.3 466.4 
  Unearned and advanced premiums262.4 255.8 247.5 246.7 250.0 243.4 
  Liabilities related to separate accounts4.3 4.5 4.5 3.9 3.6 3.0 
Other liabilities925.2 946.5 995.3 830.9 912.3 713.2 
Investment borrowings1,642.0 1,641.5 1,741.1 1,715.8 1,640.5 1,640.2 
Borrowings related to variable interest entities1,151.7 1,151.6 1,151.4 1,147.9 1,133.1 1,125.9 
Notes payable - direct corporate obligations1,136.6 1,136.9 1,137.0 1,137.3 1,137.6 1,138.0 
Total liabilities29,798.8 30,195.7 30,480.8 30,944.7 31,777.2 31,623.5 
Shareholders' equity
Common stock1.3 1.3 1.2 1.2 1.2 1.1 
Additional paid-in capital2,457.8 2,383.0 2,274.6 2,184.2 2,085.7 2,032.7 
Retained earnings883.5 944.2 1,027.4 1,127.2 1,223.5 1,343.2 
Total shareholders' equity before accumulated other comprehensive income (loss)3,342.6 3,328.5 3,303.2 3,312.6 3,310.4 3,377.0 
Accumulated other comprehensive income (loss)1,518.1 1,995.5 1,929.7 1,947.1 380.5 (1,165.0)
Total shareholders' equity4,860.7 5,324.0 5,232.9 5,259.7 3,690.9 2,212.0 
Total liabilities and shareholders' equity$34,659.5 $35,519.7 $35,713.7 $36,204.4 $35,468.1 $33,835.5 
Mar-21Jun-21Sep-21Dec-21Mar-22Jun-22
Book value per common share$36.75 $41.24 $42.11 $43.69 $31.48 $19.27 
Book value per common share, excluding accumulated other comprehensive income (loss) (1) (2)$25.27 $25.78 $26.58 $27.52 $28.24 $29.42 
Book value per diluted share (1) (3)$24.83 $25.30 $26.03 $26.86 $27.70 $29.06 
Page 3

CNO FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions)
(Unaudited)


1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Revenues
Insurance policy income$632.4 $630.5 $630.6 $629.9 $2,523.4 $625.0 $625.6 
Net investment income:
   General account assets282.7 282.1 289.5 285.9 1,140.2 277.5 317.7 
Policyholder and other special-purpose portfolios55.5 97.1 18.7 109.2 280.5 (69.3)(93.8)
Investment gains (losses):
Realized investment gains (losses)(6.0)17.1 3.7 6.5 21.3 18.8 (7.0)
Other investment gains (losses)3.2 14.2 (6.0)(13.6)(2.2)(51.5)(41.8)
Total investment gains (losses)(2.8)31.3 (2.3)(7.1)19.1 (32.7)(48.8)
Fee revenue and other income38.2 32.1 31.8 56.9 159.0 42.4 54.3 
Total revenues1,006.0 1,073.1 968.3 1,074.8 4,122.2 842.9 855.0 
Benefits and expenses
Insurance policy benefits459.1 657.4 524.8 549.4 2,190.7 346.7 340.2 
Interest expense24.1 24.0 23.7 23.6 95.4 23.8 27.8 
Amortization99.7 42.6 57.9 80.9 281.1 103.9 88.1 
Other operating costs and expenses233.1 247.5 233.9 272.8 987.3 219.2 223.5 
Total benefits and expenses816.0 971.5 840.3 926.7 3,554.5 693.6 679.6 
Income before income taxes190.0 101.6 128.0 148.1 567.7 149.3 175.4 
Income tax expense on period income42.6 23.6 28.2 32.3 126.7 37.0 39.3 
Net income$147.4 $78.0 $99.8 $115.8 $441.0 $112.3 $136.1 


Page 4

CNO FINANCIAL GROUP, INC.
FINANCIAL SUMMARY
(Dollars in millions, except per share data)
(Unaudited)

1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Insurance product margin (4)
Annuity margin$57.9 $66.0 $52.5 $93.9 $270.3 $44.6 $37.1 
Health margin124.7 120.9 117.9 129.5 493.0 124.8 113.4 
Life margin27.1 39.7 53.2 30.4 150.4 19.8 56.8 
Total insurance product margin209.7 226.6 223.6 253.8 913.7 189.2 207.3 
Allocated expenses(141.1)(141.6)(140.5)(143.3)(566.5)(144.8)(152.2)
Income from insurance products (5)68.6 85.0 83.1 110.5 347.2 44.4 55.1 
Fee income7.3 6.6 2.6 2.9 19.4 9.9 3.2 
Investment income not allocated to product lines (9)43.0 47.8 50.9 42.8 184.5 28.5 68.5 
Expenses not allocated to product lines(22.0)(23.8)(17.3)(17.4)(80.5)(14.8)2.9 
Operating earnings before taxes96.9 115.6 119.3 138.8 470.6 68.0 129.7 
Income tax expense on operating income(21.7)(26.5)(26.5)(30.3)(105.0)(16.9)(29.6)
Net operating income (10)75.2 89.1 92.8 108.5 365.6 51.1 100.1 
Net realized investment gains (losses) from sales, impairments and change in allowance for credit losses (net of related amortization)3.6 24.3 2.2 4.7 34.8 (7.1)(26.1)
Net change in market value of investments recognized in earnings(6.4)5.7 (4.6)(12.1)(17.4)(25.5)(21.7)
Fair value changes related to agent deferred compensation plan13.2 — — (4.3)8.9 22.7 14.0 
Fair value changes in embedded derivative liabilities (net of related amortization)82.1 (44.9)10.9 19.1 67.2 90.8 79.7 
Other0.6 0.9 0.2 1.9 3.6 0.4 (0.2)
Net non-operating income (loss) before taxes93.1 (14.0)8.7 9.3 97.1 81.3 45.7 
Income tax (expense) benefit on non-operating income (loss)(20.9)2.9 (1.7)(2.0)(21.7)(20.1)(9.7)
Net non-operating income (loss)72.2 (11.1)7.0 7.3 75.4 61.2 36.0 
Net income$147.4 $78.0 $99.8 $115.8 $441.0 $112.3 $136.1 
Per diluted share
Net operating income$0.55 $0.66 $0.72 $0.87 $2.79 $0.42 $0.85 
Net non-operating income (loss)0.53 (0.08)0.05 0.06 0.57 0.51 0.31 
Net income$1.08 $0.58 $0.77 $0.93 $3.36 $0.93 $1.16 


Page 5

CNO FINANCIAL GROUP, INC.
Insurance Operations
(Dollars in millions)
(Unaudited)
1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Insurance product margin (4)
Annuity:
Insurance policy income$5.4 $4.3 $5.8 $4.1 $19.6 $5.0 $5.8 
Net investment income (5) (6)115.7 114.9 115.5 116.3 462.4 115.1 114.8 
Insurance policy benefits(6.2)(1.3)(16.2)38.2 14.5 (17.8)(27.6)
Interest credited (6)(38.7)(36.9)(38.1)(35.4)(149.1)(41.3)(42.3)
Amortization and non-deferred commissions(18.3)(15.0)(14.5)(29.3)(77.1)(16.4)(13.6)
Annuity margin57.9 66.0 52.5 93.9 270.3 44.6 37.1 
Health:
Insurance policy income416.5 415.4 414.4 415.2 1,661.5 406.7 403.5 
Net investment income (5)71.5 71.6 72.2 72.4 287.7 71.8 71.6 
Insurance policy benefits(306.6)(323.3)(325.4)(311.0)(1,266.3)(301.3)(315.7)
Amortization and non-deferred commissions(56.7)(42.8)(43.3)(47.1)(189.9)(52.4)(46.0)
Health margin124.7 120.9 117.9 129.5 493.0 124.8 113.4 
Life:
Insurance policy income210.5 210.8 210.4 210.6 842.3 213.3 216.3 
Net investment income (5) (7)35.8 36.1 36.4 36.4 144.7 36.3 36.2 
Insurance policy benefits(163.6)(149.5)(141.3)(159.1)(613.5)(163.6)(138.4)
Interest credited (7)(10.6)(11.0)(11.1)(11.7)(44.4)(11.6)(11.3)
Amortization and non-deferred commissions(21.7)(21.8)(21.4)(24.0)(88.9)(25.3)(23.4)
Advertising expense(23.3)(24.9)(19.8)(21.8)(89.8)(29.3)(22.6)
Life margin27.1 39.7 53.2 30.4 150.4 19.8 56.8 
Total insurance product margin209.7 226.6 223.6 253.8 913.7 189.2 207.3 
Allocated expenses:
Branch office expenses(18.5)(16.2)(14.8)(13.0)(62.5)(18.1)(15.4)
Other allocated expenses(122.6)(125.4)(125.7)(130.3)(504.0)(126.7)(136.8)
Income from insurance products (8)68.6 85.0 83.1 110.5 347.2 44.4 55.1 
Fee income7.3 6.6 2.6 2.9 19.4 9.9 3.2 
Investment income not allocated to product lines (9)43.0 47.8 50.9 42.8 184.5 28.5 68.5 
Expenses not allocated to product lines(22.0)(23.8)(17.3)(17.4)(80.5)(14.8)2.9 
Operating earnings before taxes96.9 115.6 119.3 138.8 470.6 68.0 129.7 
Income tax expense on operating income(21.7)(26.5)(26.5)(30.3)(105.0)(16.9)(29.6)
Net operating income (10)$75.2 $89.1 $92.8 $108.5 $365.6 $51.1 $100.1 
Page 6

CNO FINANCIAL GROUP, INC.
Margin from Annuity Products
(Dollars in millions)
(Unaudited)
1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Annuity margin (4):
Fixed index annuities
Insurance policy income$3.0 $3.3 $3.3 $3.2 $12.8 $3.0 $3.7 
Net investment income (5) (6)84.9 84.9 86.3 87.8 343.9 87.7 88.4 
Insurance policy benefits1.6 3.8 (9.8)38.1 33.7 (13.7)(24.0)
Interest credited (6)(24.9)(23.4)(24.8)(22.6)(95.7)(29.3)(30.4)
Amortization and non-deferred commissions(16.3)(13.3)(12.6)(29.1)(71.3)(14.5)(11.9)
Margin from fixed index annuities$48.3 $55.3 $42.4 $77.4 $223.4 $33.2 $25.8 
Average net insurance liabilities (11)$7,464.8 $7,643.4 $7,881.9 $8,096.7 $7,771.8 $8,268.4 $8,420.5 
Margin/average net insurance liabilities (12)2.59 %2.89 %2.15 %3.82 %2.87 %1.61 %1.23 %
Fixed interest annuities
Insurance policy income$0.2 $0.1 $0.3 $0.2 $0.8 $0.1 $0.3 
Net investment income (5)24.4 23.7 23.0 22.5 93.6 21.5 20.6 
Insurance policy benefits(0.7)0.2 (0.2)(0.4)(1.1)(0.3)(0.6)
Interest credited(13.2)(12.8)(12.7)(12.2)(50.9)(11.4)(11.3)
Amortization and non-deferred commissions(1.9)(1.7)(1.8)— (5.4)(1.8)(1.6)
Margin from fixed interest annuities$8.8 $9.5 $8.6 $10.1 $37.0 $8.1 $7.4 
Average net insurance liabilities (11)$1,951.6 $1,899.5 $1,856.3 $1,813.3 $1,880.1 $1,761.9 $1,713.6 
Margin/average net insurance liabilities (12)1.80 %2.00 %1.85 %2.23 %1.97 %1.84 %1.73 %
Other annuities
Insurance policy income$2.2 $0.9 $2.2 $0.7 $6.0 $1.9 $1.8 
Net investment income (5)6.4 6.3 6.2 6.0 24.9 5.9 5.8 
Insurance policy benefits(7.1)(5.3)(6.2)0.5 (18.1)(3.8)(3.0)
Interest credited(0.6)(0.7)(0.6)(0.6)(2.5)(0.6)(0.6)
Amortization and non-deferred commissions(0.1)— (0.1)(0.2)(0.4)(0.1)(0.1)
Margin from other annuities$0.8 $1.2 $1.5 $6.4 $9.9 $3.3 $3.9 
Average net insurance liabilities (11)$512.2 $506.8 $501.6 $495.8 $504.1 $488.0 $481.6 
Margin/average net insurance liabilities (12)0.62 %0.95 %1.20 %5.16 %1.96 %2.70 %3.24 %
Total annuity margin$57.9 $66.0 $52.5 $93.9 $270.3 $44.6 $37.1 
Average net insurance liabilities (11)$9,928.6 $10,049.7 $10,239.8 $10,405.8 $10,156.0 $10,518.3 $10,615.7 
Margin/average net insurance liabilities (12)2.33 %2.63 %2.05 %3.61 %2.66 %1.70 %1.40 %
Page 7

CNO FINANCIAL GROUP, INC.
Margin from Health Products
(Dollars in millions)
(Unaudited)
1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Health margin (4):
Supplemental health
Insurance policy income$169.8 $170.0 $171.2 $172.8 $683.8 $173.5 $172.0 
Net investment income (5)36.1 36.3 36.9 37.3 146.6 37.5 37.8 
Insurance policy benefits(126.3)(130.9)(127.8)(124.7)(509.7)(124.4)(128.5)
Amortization and non-deferred commissions(29.2)(27.9)(29.4)(31.4)(117.9)(29.4)(29.0)
Margin from supplemental health$50.4 $47.5 $50.9 $54.0 $202.8 $57.2 $52.3 
Margin/insurance policy income30 %28 %30 %31 %30 %33 %30 %
Medicare supplement
Insurance policy income$181.0 $179.7 $177.4 $176.0 $714.1 $166.8 $165.1 
Net investment income (5)1.3 1.3 1.3 1.2 5.1 1.3 1.4 
Insurance policy benefits(120.0)(123.0)(129.7)(120.8)(493.5)(110.2)(115.5)
Amortization and non-deferred commissions(24.1)(12.3)(11.7)(13.6)(61.7)(21.7)(14.6)
Margin from Medicare supplement$38.2 $45.7 $37.3 $42.8 $164.0 $36.2 $36.4 
Margin/insurance policy income21 %25 %21 %24 %23 %22 %22 %
Long-term care
Insurance policy income$65.7 $65.7 $65.8 $66.4 $263.6 $66.4 $66.4 
Net investment income (5)34.1 34.0 34.0 33.9 136.0 33.0 32.4 
Insurance policy benefits(60.3)(69.4)(67.9)(65.5)(263.1)(66.7)(71.7)
Amortization and non-deferred commissions(3.4)(2.6)(2.2)(2.1)(10.3)(1.3)(2.4)
Margin from long-term care$36.1 $27.7 $29.7 $32.7 $126.2 $31.4 $24.7 
Margin/insurance policy income55 %42 %45 %49 %48 %47 %37 %
Total health margin$124.7 $120.9 $117.9 $129.5 $493.0 $124.8 $113.4 
Margin/insurance policy income30 %29 %28 %31 %30 %31 %28 %
Page 8

CNO FINANCIAL GROUP, INC.
Margin from Life Products
(Dollars in millions)
(Unaudited)
1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Life margin (4):
Interest sensitive life
Insurance policy income$40.8 $41.4 $42.3 $42.6 $167.1 $43.1 $43.8 
Net investment income (5) (7)12.4 12.4 12.6 12.8 50.2 13.0 12.9 
Insurance policy benefits(22.7)(20.0)(17.4)(22.5)(82.6)(21.2)(15.8)
Interest credited (7)(10.5)(10.8)(10.9)(11.5)(43.7)(11.5)(11.1)
Amortization and non-deferred commissions(5.8)(6.2)(6.6)(6.7)(25.3)(6.5)(8.0)
Margin from interest sensitive life$14.2 $16.8 $20.0 $14.7 $65.7 $16.9 $21.8 
Average net insurance liabilities (11)$954.7 $970.0 $983.8 $996.9 $976.4 $1,011.9 $1,020.3 
Interest margin$1.9 $1.6 $1.7 $1.3 $6.5 $1.5 $1.8 
Interest margin/average net insurance liabilities (12)0.80 %0.66 %0.69 %0.52 %0.67 %0.59 %0.71 %
Underwriting margin$12.3 $15.2 $18.3 $13.4 $59.2 $15.4 $20.0 
Underwriting margin/insurance policy income30 %37 %43 %31 %35 %36 %46 %
Traditional life
Insurance policy income$169.7 $169.4 $168.1 $168.0 $675.2 $170.2 $172.5 
Net investment income (5)23.4 23.7 23.8 23.6 94.5 23.3 23.3 
Insurance policy benefits(140.9)(129.5)(123.9)(136.6)(530.9)(142.4)(122.6)
Interest credited(0.1)(0.2)(0.2)(0.2)(0.7)(0.1)(0.2)
Amortization and non-deferred commissions(15.9)(15.5)(14.9)(17.3)(63.6)(18.8)(15.4)
Advertising expense(23.3)(25.0)(19.7)(21.8)(89.8)(29.3)(22.6)
Margin from traditional life$12.9 $22.9 $33.2 $15.7 $84.7 $2.9 $35.0 
Margin/insurance policy income8 %14 %20 %9 %13 %2 %20 %
Margin excluding advertising expense/insurance policy income21 %28 %31 %22 %26 %19 %33 %
Total life margin$27.1 $39.7 $53.2 $30.4 $150.4 $19.8 $56.8 


Page 9

CNO FINANCIAL GROUP, INC.
Estimated Impacts of COVID-19 on Insurance Product Margins
(Dollars in millions)
(Unaudited)

1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Favorable (Unfavorable)
Insurance product:
Annuities$1 $2 $1 $1 $5 $— $1 
Supplemental health6 2 8 10 26 9 6 
Medicare supplement9 11 3 9 32 7 4 
Long-term care25 17 14 16 72 16 11 
Total health products40 30 25 35 130 32 21 
Interest sensitive life(7)(4)(1)(4)(16)(3)— 
Traditional life(12)(7)(2)(16)(37)(13)— 
Total life(19)(11)(3)(20)(53)(16)— 
Total$22 $21 $23 $16 $82 $16 $22 
Page 10

CNO FINANCIAL GROUP, INC.
Collected Premiums From Annuity and Interest Sensitive Life Products
and Insurance Policy Income
(Dollars in millions)
(Unaudited)
1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Collected premiums from annuity and interest-sensitive life products:
Annuities$325.4 $344.3 $333.3 $397.4 $1,400.4 $368.6 $435.0 
Interest-sensitive life54.5 54.6 54.4 55.9 219.4 56.6 56.6 
Total collected premiums from annuity and interest-sensitive life products$379.9 $398.9 $387.7 $453.3 $1,619.8 $425.2 $491.6 
Insurance policy income:
Annuity products
Fixed index annuities$3.0 $3.3 $3.3 $3.2 $12.8 $3.0 $3.7 
Fixed interest annuities0.2 0.1 0.3 0.2 0.8 0.1 0.3 
Other annuities2.2 0.9 2.2 0.7 6.0 1.9 1.8 
Total annuity insurance policy income5.4 4.3 5.8 4.1 19.6 5.0 5.8 
Health products
Supplemental health169.8 170.0 171.2 172.8 683.8 173.5 172.0 
Medicare supplement181.0 179.7 177.4 176.0 714.1 166.8 165.1 
Long-term care65.7 65.7 65.8 66.4 263.6 66.4 66.4 
Total health insurance policy income416.5 415.4 414.4 415.2 1,661.5 406.7 403.5 
Life products
Interest-sensitive life 40.8 41.4 42.3 42.6 167.1 43.1 43.8 
Traditional life 169.7 169.4 168.1 168.0 675.2 170.2 172.5 
Total life insurance policy income210.5 210.8 210.4 210.6 842.3 213.3 216.3 
Total insurance policy income$632.4 $630.5 $630.6 $629.9 $2,523.4 $625.0 $625.6 


Page 11

CNO FINANCIAL GROUP, INC.
Health and Life
New Annualized Premiums ("NAP")
(Dollars in millions)
(Unaudited)
1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Consumer Division
Health products:
Supplemental health$14.4 $20.1 $15.8 $19.6 $69.9 $15.5 $16.7 
Medicare supplement8.2 8.8 8.0 9.1 34.1 6.5 6.9 
Long-term care6.4 7.0 8.8 10.5 32.7 6.8 6.1 
Total Consumer Division health NAP29.0 35.9 32.6 39.2 136.7 28.8 29.7 
Life products:
Interest sensitive life5.9 6.5 5.4 6.1 23.9 5.1 4.8 
Traditional life45.9 43.9 38.2 31.2 159.2 48.2 44.3 
Total Consumer Division life NAP51.8 50.4 43.6 37.3 183.1 53.3 49.1 
Total Consumer Division health and life NAP$80.8 $86.3 $76.2 $76.5 $319.8 $82.1 $78.8 
Worksite Division
Health products:
Supplemental health$6.7 $5.6 $6.6 $8.5 $27.4 $6.0 $7.7 
Life products:
Interest sensitive life1.2 1.9 1.8 2.5 7.4 2.5 2.3 
Total Worksite Division health and life NAP$7.9 $7.5 $8.4 $11.0 $34.8 $8.5 $10.0 
Total NAP (both divisions)
Health products:
Supplemental health$21.1 $25.7 $22.4 $28.1 $97.3 $21.5 $24.4 
Medicare supplement8.2 8.8 8.0 9.1 34.1 6.5 6.9 
Long-term care6.4 7.0 8.8 10.5 32.7 6.8 6.1 
Total health NAP35.7 41.5 39.2 47.7 164.1 34.8 37.4 
Life products:
Interest sensitive life 7.1 8.4 7.2 8.6 31.3 7.6 7.1 
Traditional life 45.9 43.9 38.2 31.2 159.2 48.2 44.3 
Total life NAP53.0 52.3 45.4 39.8 190.5 55.8 51.4 
Total NAP$88.7 $93.8 $84.6 $87.5 $354.6 $90.6 $88.8 

Page 12

CNO FINANCIAL GROUP, INC.
Computation of Weighted Average Shares Outstanding
(Shares in thousands)


1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Basic
Shares outstanding, beginning of period135,279.1 132,268.3 129,105.0 124,269.9 135,279.1 120,377.2 117,241.0 
Weighted average share activity during the period:
Shares repurchased(1,471.5)(1,436.5)(2,706.6)(2,382.9)(8,054.5)(2,098.0)(1,774.6)
Amounts related to employee benefit plans384.3 191.1 32.2 131.1 1,350.4 488.5 76.9 
Shares withheld for the payment of the exercise price and taxes related to employee benefit plans(52.2)(7.0)(1.3)(1.5)(174.6)(145.5)(10.2)
Weighted average basic shares outstanding during the period134,139.7 131,015.9 126,429.3 122,016.6 128,400.4 118,622.2 115,533.1 
Basic shares outstanding, end of period132,268.3 129,105.0 124,269.9 120,377.2 120,377.2 117,241.0 114,795.3 
Diluted
Weighted average basic shares outstanding134,139.7 131,015.9 126,429.3 122,016.6 128,400.4 118,622.2 115,533.1 
Common stock equivalent shares related to:
Employee benefit plans2,513.6 2,797.8 2,588.7 3,003.0 2,725.8 2,379.9 1,752.5 
Weighted average diluted shares outstanding during the period136,653.3 133,813.7 129,018.0 125,019.6 131,126.2 121,002.1 117,285.6 
Diluted shares outstanding, end of period134,624.5 131,549.3 126,917.6 123,330.7 123,330.7 119,502.6 116,203.1 






Page 13

CNO FINANCIAL GROUP, INC.
Annuities - Account Value Rollforwards
(Dollars in millions)
(Unaudited)

1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Fixed index annuities
Balance as of the beginning of the period$7,761.4 $7,943.2 $8,180.2 $8,403.0 $7,761.4 $8,681.0 $8,901.9 
Gross deposits314.6 328.8 320.1 384.6 1,348.1 354.7 411.3 
Withdrawals(193.1)(174.2)(179.0)(197.9)(744.2)(204.0)(188.9)
Returns reinvested60.3 82.4 81.7 91.3 315.7 70.2 38.6 
Balance as of the end of the period$7,943.2 $8,180.2 $8,403.0 $8,681.0 $8,681.0 $8,901.9 $9,162.9 
Fixed interest annuities
Balance as of the beginning of the period$1,998.9 $1,943.2 $1,891.8 $1,854.2 $1,998.9 $1,806.1 $1,751.9 
Gross deposits9.3 14.4 10.2 11.6 45.5 11.6 21.0 
Withdrawals(78.2)(78.2)(60.6)(72.0)(289.0)(77.6)(72.8)
Returns reinvested13.2 12.4 12.8 12.3 50.7 11.8 11.2 
Balance as of the end of the period$1,943.2 $1,891.8 $1,854.2 $1,806.1 $1,806.1 $1,751.9 $1,711.3 
Total annuities
Balance as of the beginning of the period$9,760.3 $9,886.4 $10,072.0 $10,257.2 $9,760.3 $10,487.1 $10,653.8 
Gross deposits323.9 343.2 330.3 396.2 1,393.6 366.3 432.3 
Withdrawals(271.3)(252.4)(239.6)(269.9)(1,033.2)(281.6)(261.7)
Returns reinvested73.5 94.8 94.5 103.6 366.4 82.0 49.8 
Balance as of the end of the period$9,886.4 $10,072.0 $10,257.2 $10,487.1 $10,487.1 $10,653.8 $10,874.2 
Page 14

CNO FINANCIAL GROUP, INC.
Statutory Information - Consolidated Basis (13)
(Dollars in millions)
(Unaudited)


1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022 (a)
Net gain from operations before interest expense and federal income taxes$53.6 $85.1 $96.1 $87.4 $322.2 $26.7 $87.7 
Interest expense on surplus debentures held by parent company12.0 12.2 19.0 12.2 55.4 12.0 12.2 
Net gain from operations before federal income taxes41.6 72.9 77.1 75.2 266.8 14.7 75.5 
Federal income tax expense (benefit)1.8 (2.2)(9.0)(12.5)(21.9)(15.8)(17.6)
Net gain from operations before net realized capital gains (losses)39.8 75.1 86.1 87.7 288.7 30.5 93.1 
Net realized capital gains (losses)(0.6)(1.5)(1.3)(7.8)(11.2)— (11.2)
Net income $39.2 $73.6 $84.8 $79.9 $277.5 $30.5 $81.9 
Capital and surplus$1,781.8 $1,782.8 $1,715.7 $1,799.6 $1,799.6 $1,738.0 $1,796.9 
Asset valuation reserve (AVR)327.5 330.4 334.8 332.5 332.5 319.5 306.7 
Capital, surplus and AVR2,109.3 2,113.2 2,050.5 2,132.1 2,132.1 2,057.5 2,103.6 
Interest maintenance reserve (IMR)401.5 411.9 409.0 407.9 407.9 422.4 421.3 
Total statutory capital, surplus, AVR & IMR$2,510.8 $2,525.1 $2,459.5 $2,540.0 $2,540.0 $2,479.9 $2,524.9 
Risk-based capital ratio407 %409 %388 %386 %386 %365 %360 %


___________
(a)    Such amounts are preliminary as the statutory basis financial statements of our insurance subsidiaries for 2Q22 will
be filed with the respective insurance regulators on or about August 15, 2022.



Page 15

CNO FINANCIAL GROUP, INC.
Investment Income Not Allocated to Product Lines (9)
(Dollars in millions)
(Unaudited)


1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Net investment income$338.2 $379.2 $308.2 $395.1 $1,420.7 $208.2 $223.9 
Allocated to product lines:
Annuity(115.7)(114.9)(115.5)(116.3)(462.4)(115.1)(114.8)
Health(71.5)(71.6)(72.2)(72.4)(287.7)(71.8)(71.6)
Life(35.8)(36.1)(36.4)(36.4)(144.7)(36.3)(36.2)
Equity returns credited to policyholder account balances(42.5)(76.1)(7.2)(94.0)(219.8)71.9 92.4 
Amounts allocated to product lines and credited to policyholder account balances(265.5)(298.7)(231.3)(319.1)(1,114.6)(151.3)(130.2)
Amount related to variable interest entities and other non-operating items(7.8)(8.0)(7.1)(7.6)(30.5)(7.2)(9.1)
Interest expense on debt(15.5)(15.6)(15.6)(15.7)(62.4)(15.7)(15.6)
Interest expense on investment borrowings from the Federal Home Loan Bank ("FHLB") program(2.7)(2.5)(2.3)(2.3)(9.8)(2.4)(4.7)
Expenses related to FABN program (a)— — — (2.3)(2.3)(7.3)(7.6)
Less amounts credited to deferred compensation plans (offsetting investment income)(3.7)(6.6)(1.0)(5.3)(16.6)4.2 11.8 
Total adjustments(29.7)(32.7)(26.0)(33.2)(121.6)(28.4)(25.2)
Investment income not allocated to product lines$43.0 $47.8 $50.9 $42.8 $184.5 $28.5 $68.5 

___________
(a)    Comprised of interest credited and amortization of deferred acquisition costs.


Page 16

CNO FINANCIAL GROUP, INC.
Investment Income Not Allocated to Product Lines (9)
(Dollars in millions)
(Unaudited)


1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Investment income not allocated:
Excluding variable components:
From general account assets$24.6 $24.9 $23.1 $22.4 $95.0 $25.4 $30.5 
Other investment income— 0.1 0.1 0.1 0.3 0.1 0.3 
Spread income:
FHLB program:
Investment income on matched assets10.3 10.4 10.3 10.6 41.6 11.7 19.3 
Interest expense(2.7)(2.5)(2.3)(2.3)(9.8)(2.4)(4.7)
Net spread income on FHLB program7.6 7.9 8.0 8.3 31.8 9.3 14.6 
FABN program:
Investment income on matched assets— — — 3.3 3.3 10.1 13.2 
Expenses (b)— — — (2.3)(2.3)(7.3)(7.6)
Net spread income on FABN program— — — 1.0 1.0 2.8 5.6 
Interest expense on corporate debt(15.5)(15.6)(15.6)(15.7)(62.4)(15.7)(15.6)
Total excluding variable components 16.7 17.3 15.6 16.1 65.7 21.9 35.4 
Variable components:
Net income from Corporate Owned Life Insurance ("COLI") supporting agent deferred compensation plan:
Change in value of COLI investments(3.9)2.1 (0.1)(0.8)(2.7)(3.4)(2.3)
Increase in liability for agent deferred compensation plan(1.6)(1.5)(1.6)(1.6)(6.3)(1.5)(1.5)
Net COLI income (loss)(5.5)0.6 (1.7)(2.4)(9.0)(4.9)(3.8)
Other variable components:
Alternative investment income:
Total34.1 29.0 32.3 22.2 117.6 11.3 27.1 
Allocated to product lines(7.9)(7.8)(7.6)(7.4)(30.7)(7.4)(7.4)
Excess alternative investment income26.2 21.2 24.7 14.8 86.9 3.9 19.7 
Prepayment and call income1.7 4.9 10.2 11.6 28.4 5.2 14.9 
Trading account2.0 2.4 1.4 1.4 7.2 2.7 1.5 
Hedge variance related to fixed index products1.1 (0.1)0.2 (0.1)1.1 (1.0)(0.4)
Other (a)0.8 1.5 0.5 1.4 4.2 0.7 1.2 
Total variable components26.3 30.5 35.3 26.7 118.8 6.6 33.1 
Total investment income not allocated to product lines $43.0 $47.8 $50.9 $42.8 $184.5 $28.5 $68.5 

___________
(a)    Includes impacts of changes in projected cash flows and other investment income.
(b)    Comprised of interest credited and amortization of deferred acquisition costs.

Page 17

CNO FINANCIAL GROUP, INC.
Investment Income Allocated to Product Lines (5)
(Dollars in millions)
(Unaudited)
1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
Average net insurance liabilities (11)
Annuity:
Fixed index annuities$7,464.8 $7,643.4 $7,881.9 $8,096.7 $7,771.8 $8,268.4 $8,420.5 
Fixed interest annuities1,951.6 1,899.5 1,856.3 1,813.3 1,880.1 1,761.9 1,713.6 
Other annuities512.2 506.8 501.6 495.8 504.1 488.0 481.6 
Total annuity average net insurance liabilities (11)9,928.6 10,049.7 10,239.8 10,405.8 10,156.0 10,518.3 10,615.7 
Health:
Supplemental health3,073.9 3,117.7 3,157.8 3,193.2 3,135.6 3,229.8 3,267.2 
Medicare supplement122.5 123.1 120.6 123.8 122.5 126.3 138.0 
Long-term care2,492.1 2,498.3 2,503.1 2,511.4 2,501.2 2,515.8 2,524.1 
Total health average net insurance liabilities (11)5,688.5 5,739.1 5,781.5 5,828.4 5,759.3 5,871.9 5,929.3 
Life:
Interest sensitive954.7 970.0 983.8 996.9 976.4 1,011.9 1,020.3 
Traditional1,956.5 1,975.4 1,998.4 2,011.0 1,985.3 2,025.6 2,033.7 
Total life average net insurance liabilities (11)2,911.2 2,945.4 2,982.2 3,007.9 2,961.7 3,037.5 3,054.0 
Total average net insurance liabilities (11)$18,528.3 $18,734.2 $19,003.5 $19,242.1 $18,877.0 $19,427.7 $19,599.0 
Average yield on allocated investments
Annuity:
Fixed index annuities4.55 %4.44 %4.38 %4.34 %4.42 %4.24 %4.20 %
Fixed interest annuities5.00 %4.99 %4.96 %4.96 %4.98 %4.88 %4.81 %
Other annuities5.00 %4.97 %4.94 %4.84 %4.94 %4.84 %4.82 %
Average yield on investments allocated to annuities4.66 %4.57 %4.51 %4.47 %4.55 %4.38 %4.33 %
Health:
Supplemental health4.70 %4.66 %4.67 %4.67 %4.68 %4.64 %4.63 %
Medicare supplement4.30 %4.24 %4.20 %4.20 %4.24 %4.11 %4.01 %
Long-term care5.47 %5.44 %5.43 %5.40 %5.44 %5.25 %5.13 %
Average yield on investments allocated to health products5.03 %4.99 %5.00 %4.97 %5.00 %4.89 %4.83 %
Life:
Interest sensitive5.20 %5.11 %5.12 %5.14 %5.14 %5.14 %5.06 %
Traditional4.78 %4.80 %4.76 %4.69 %4.76 %4.60 %4.58 %
Average yield on investments allocated to life products4.92 %4.90 %4.88 %4.84 %4.89 %4.78 %4.74 %
Total average yield4.81 %4.75 %4.72 %4.68 %4.74 %4.60 %4.54 %
Allocated investment income
Annuity:
Fixed index annuities$84.9 $84.9 $86.3 $87.8 $343.9 $87.7 $88.4 
Fixed interest annuities24.4 23.7 23.0 22.5 93.6 21.5 20.6 
Other annuities6.4 6.3 6.2 6.0 24.9 5.9 5.8 
Total investment income allocated to annuities115.7 114.9 115.5 116.3 462.4 115.1 114.8 
Health:
Supplemental health36.1 36.3 36.9 37.3 146.6 37.5 37.8 
Medicare supplement1.3 1.3 1.3 1.2 5.1 1.3 1.4 
Long-term care34.1 34.0 34.0 33.9 136.0 33.0 32.4 
Total investment income allocated to health products71.5 71.6 72.2 72.4 287.7 71.8 71.6 
Life:
   Interest sensitive12.4 12.4 12.6 12.8 50.2 13.0 12.9 
Traditional23.4 23.7 23.8 23.6 94.5 23.3 23.3 
Total investment income allocated to life products35.8 36.1 36.4 36.4 144.7 36.3 36.2 
Total allocated investment income$223.0 $222.6 $224.1 $225.1 $894.8 $223.2 $222.6 
Page 18

CNO FINANCIAL GROUP, INC.
Investment Income Not Allocated to Product Lines (9)
(Dollars in millions)
(Unaudited)

1Q2Q3Q4QYTD1Q2Q
2021202120212021202120222022
General account assets investment income$282.7 $282.1 $289.5 $285.9 $1,140.2 $277.5 $317.7 
Policyholder and other special purpose portfolio investment income55.5 97.1 18.7 109.2 280.5 (69.3)(93.8)
Less equity returns credited to policyholders:
Annuity(37.7)(68.3)(6.3)(83.2)(195.5)64.3 80.1 
Life(4.8)(7.8)(0.9)(10.8)(24.3)7.6 12.3 
Less amount related to variable interest entities(7.8)(8.0)(7.1)(7.6)(30.5)(7.2)(9.1)
Less amounts credited to deferred compensation plans(3.7)(6.6)(1.0)(5.3)(16.6)4.2 11.8 
Other special purpose portfolio investment income1.5 6.4 3.4 2.3 13.6 (0.4)1.3 
Adjusted net investment income284.2 288.5 292.9 288.2 1,153.8 277.1 319.0 
Less amounts allocated to product lines
Annuity(115.7)(114.9)(115.5)(116.3)(462.4)(115.1)(114.8)
Health(71.5)(71.6)(72.2)(72.4)(287.7)(71.8)(71.6)
Life(35.8)(36.1)(36.4)(36.4)(144.7)(36.3)(36.2)
Total investment income allocated to product lines(223.0)(222.6)(224.1)(225.1)(894.8)(223.2)(222.6)
Less interest expense on investment borrowings from FHLB program(2.7)(2.5)(2.3)(2.3)(9.8)(2.4)(4.7)
Less expenses related to FABN program— — — (2.3)(2.3)(7.3)(7.6)
Less interest expense on debt(15.5)(15.6)(15.6)(15.7)(62.4)(15.7)(15.6)
Investment income not allocated to product lines$43.0 $47.8 $50.9 $42.8 $184.5 $28.5 $68.5 

Other Investment Data

1Q2Q3Q4Q1Q2Q
202120212021202120222022
Average book value of invested assets and cash$23,418.7 $23,585.3 $23,936.9 $24,696.3 $25,791.7 $25,954.0 
Net investment income from general account investments282.7 282.1 289.5 285.9 277.5 317.7 
New money rate (14)3.57 %3.38 %3.55 %3.67 %3.73 %5.53 %
Book yield4.76 %4.71 %4.63 %4.59 %4.53 %4.52 %
Earned yield5.03 %4.97 %5.03 %4.83 %4.50 %5.00 %
Pre-pay/call/make-whole income$1.7 $4.9 $10.2 $11.6 $5.2 $14.9 
Alternative investment income34.1 29.0 32.3 22.2 11.3 27.1 
Impairments0.5 — — 2.4 — — 



Page 19

CNO FINANCIAL GROUP, INC.
2Q22 Significant Items
(Dollars in millions, except per share amounts)
(Unaudited)

The table below summarizes the financial impact of significant items on our 2Q22 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results.

Three months ended
June 30, 2022
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin (4)
Annuity margin$37.1 $— $37.1 
Health margin113.4 — 113.4 
Life margin56.8 — 56.8 
Total insurance product margin207.3 — 207.3 
Allocated expenses(152.2)— (152.2)
Income from insurance products (5)55.1 — 55.1 
Fee income3.2 — 3.2 
Investment income not allocated to product lines (9)68.5 — 68.5 
Expenses not allocated to product lines2.9 (22.5)(a)(19.6)
Operating earnings before taxes129.7 (22.5)107.2 
Income tax (expense) benefit on operating income(29.6)5.1 (24.5)
Net operating income (10)$100.1 $(17.4)$82.7 
Net operating income per diluted share$0.85 $(0.14)$0.71 
___________
(a)Comprised of an experience refund of $22.5 million related to a reinsurance agreement.

CNO FINANCIAL GROUP, INC.
4Q21 Significant Items
(Dollars in millions, except per share amounts)
(Unaudited)

The table below summarizes the financial impact of significant items on our 4Q21 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results.

Three months ended
December 31, 2021
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin (4)
Annuity margin$93.9 $(26.9)(a)$67.0 
Health margin129.5 — 129.5 
Life margin30.4 1.0 (a)31.4 
Total insurance product margin253.8 (25.9)227.9 
Allocated expenses(143.3)— (143.3)
Income from insurance products (5)110.5 (25.9)84.6 
Fee income2.9 — 2.9 
Investment income not allocated to product lines (9)42.8 — 42.8 
Expenses not allocated to product lines(17.4)— (17.4)
Operating earnings before taxes138.8 (25.9)112.9 
Income tax (expense) benefit on operating income(30.3)5.7 (24.6)
Net operating income (10)$108.5 $(20.2)$88.3 
Net operating income per diluted share$0.87 $(0.16)$0.71 
___________
(a)Adjustments arising from our comprehensive annual actuarial review of assumptions.
Page 20

CNO FINANCIAL GROUP, INC.
3Q21 Significant Items
(Dollars in millions, except per share amounts)
(Unaudited)

The table below summarizes the financial impact of significant items on our 3Q21 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results.
Three months ended
September 30, 2021
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin (4)
Annuity margin$52.5 $— $52.5 
Health margin117.9 — 117.9 
Life margin53.2 — 53.2 
Total insurance product margin223.6 — 223.6 
Allocated expenses(140.5)— (140.5)
Income from insurance products (5)83.1 — 83.1 
Fee income2.6 — 2.6 
Investment income not allocated to product lines (9)50.9 — 50.9 
Expenses not allocated to product lines(17.3)3.0 (a)(14.3)
Operating earnings before taxes119.3 3.0 122.3 
Income tax (expense) benefit on operating income(26.5)(0.7)(27.2)
Net operating income (10)$92.8 $2.3 $95.1 
Net operating income per diluted share$0.72 $0.02 $0.74 
___________
(a)Comprised of $3.0 million from legal and regulatory matters.

CNO FINANCIAL GROUP, INC.
2Q21 Significant Items
(Dollars in millions, except per share amounts)
(Unaudited)

The table below summarizes the financial impact of significant items on our 2Q21 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results.
Three months ended
June 30, 2021
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin (4)
Annuity margin$66.0 $— $66.0 
Health margin120.9 — 120.9 
Life margin39.7 — 39.7 
Total insurance product margin226.6 — 226.6 
Allocated expenses(141.6)— (141.6)
Income from insurance products (5)85.0 — 85.0 
Fee income6.6 — 6.6 
Investment income not allocated to product lines (9)47.8 — 47.8 
Expenses not allocated to product lines(23.8)4.5 (a)(19.3)
Operating earnings before taxes115.6 4.5 120.1 
Income tax (expense) benefit on operating income(26.5)(1.0)(27.5)
Net operating income (10)$89.1 $3.5 $92.6 
Net operating income per diluted share$0.66 $0.03 $0.69 
___________
(a)Comprised of $4.5 million from legal and regulatory matters.


Page 21

CNO FINANCIAL GROUP, INC.
1Q21 Significant Items
(Dollars in millions, except per share amounts)
(Unaudited)

The table below summarizes the financial impact of significant items on our 1Q21 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results.
Three months ended
March 31, 2021
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin (4)
Annuity margin$57.9 $— $57.9 
Health margin124.7 — 124.7 
Life margin27.1 — 27.1 
Total insurance product margin209.7 — 209.7 
Allocated expenses(141.1)— (141.1)
Income from insurance products (5)68.6 — 68.6 
Fee income7.3 — 7.3 
Investment income not allocated to product lines (9)43.0 — 43.0 
Expenses not allocated to product lines(22.0)7.8 (a)(14.2)
Operating earnings before taxes96.9 7.8 104.7 
Income tax (expense) benefit on operating income(21.7)(1.7)(23.4)
Net operating income (10)$75.2 $6.1 $81.3 
Net operating income per diluted share$0.55 $0.04 $0.59 
___________
(a)Comprised of: (i) $5.3 million from legal and regulatory matters; and (ii) $2.5 million of transaction expenses related to the previously announced acquisition of Optavise, LLC (formerly known as DirectPath, LLC prior to its name change in April 2022). The legal and regulatory matters primarily consist of an increase to our liability for claims and interest pursuant to the Global Resolution Agreement, as we have now processed and verified most of the claims provided by the third party auditor allowing us to more accurately estimate the ultimate liability.

Page 22

CNO FINANCIAL GROUP, INC.
4Q20 Significant Items
(Dollars in millions, except per share amounts)
(Unaudited)

The table below summarizes the financial impact of significant items on our 4Q20 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results.
Three months ended
December 31, 2020
Actual resultsSignificant itemsExcluding significant
items
Insurance product margin (4)
Annuity margin$68.1 $(16.1)(a)$52.0 
Health margin125.2 — 125.2 
Life margin37.3 4.3 (a)41.6 
Total insurance product margin230.6 (11.8)218.8 
Allocated expenses(162.7)— (162.7)
Income from insurance products (5)67.9 (11.8)56.1 
Fee income2.9 — 2.9 
Investment income not allocated to product lines (9)57.8 — 57.8 
Expenses not allocated to product lines(17.8)3.7 (b)(14.1)
Operating earnings before taxes110.8 (8.1)102.7 
Income tax (expense) benefit on operating income(24.8)1.7 (23.1)
Net operating income (10)$86.0 $(6.4)$79.6 
Net operating income per diluted share$0.61 $(0.04)$0.57 
___________
(a)Adjustments arising from our comprehensive annual actuarial review of assumptions.
(b)Unfavorable impact related to asset impairments.





Page 23


Notes

(1)Excludes accumulated other comprehensive income (loss). Management believes this non-GAAP measure is useful because it removes the volatility that arises from changes in the unrealized appreciation (depreciation) of our investments.

(2)Shareholders' equity divided by common shares outstanding.

(3)Book value per diluted share reflects the potential dilution that could occur if outstanding stock options were exercised and restricted stock and performance units were vested. The dilution from options, restricted shares and performance units is calculated using the treasury stock method. Under this method, we assume the proceeds from the exercise of the options (or the unrecognized compensation expense with respect to restricted stock and performance units) will be used to purchase shares of our common stock at the closing market price on the last day of the period.

(4)Insurance margin is management’s measure of profitability of its annuity, health and life product lines’ performance and consists of premiums plus allocated investment income less insurance policy benefits, interest credited, commissions, advertising expense and amortization of acquisition costs. Income from insurance products is the sum of the insurance margins of the annuity, health and life product lines, less expenses allocated to the insurance lines. It excludes the income from our fee income business, net expenses not allocated to product lines (primarily holding company expenses) and income taxes. Management believes this information helps provide a better understanding of the business and a more meaningful analysis of results of our insurance product lines. Income from insurance products, a non-GAAP measure, is a component of net operating income, which is reconciled to net income on page 5 of this Quarterly Financial Supplement.

(5)Investment income is allocated to the product lines using the book yield of investments backing the block of business, which is applied to the average net insurance liabilities for the block in each period. See note (11) for definition of net insurance liabilities.

(6)Excludes the change in market values of the underlying options supporting the fixed index annuity products and corresponding amount credited to policyholder account liabilities. Such amounts were $37.7 million, $68.3 million, $6.3 million, $83.2 million, $(64.3) million and $(80.1) million in 1Q21, 2Q21, 3Q21, 4Q21, 1Q22 and 2Q22, respectively.

(7)Excludes the change in market values of the underlying options supporting the fixed index life products and corresponding amount credited to policyholder account liabilities. Such amounts were $4.8 million, $7.8 million, $.9 million, $10.8 million, $(7.6) million and $(12.3) million in 1Q21, 2Q21, 3Q21, 4Q21, 1Q22 and 2Q22, respectively.

(8)Income from insurance products is the sum of the insurance margins of the annuity, health and life product lines, less expenses allocated to the insurance lines. It excludes the income from our fee income business, investment income not allocated to product lines, net expenses not allocated to product lines (primarily holding company expenses) and income taxes. Management believes this information helps provide a better understanding of the business and a more meaningful analysis of results of our insurance product lines. Income from insurance products, a non-GAAP measure, is a component of net operating income, which is reconciled to net income on page 5 of this Quarterly Financial Supplement.

(9)Investment income not allocated to product lines is defined as net investment income less: (i) equity returns credited to policyholder account balances; (ii) the investment income allocated to our product lines; (iii) interest expense on notes payable and investment borrowings; and (iv) certain expenses related to benefit plans that are offset by special-purpose investment income. Investment income not allocated to product lines includes investment income on investments in excess of average net insurance liabilities, investments held by our holding companies, the spread we earn from our Federal Home Loan Bank investment borrowing and FABN programs and variable components of investment income (including call and prepayment income, adjustments to returns on structured securities due to cash flow changes, income from company-owned life insurance ("COLI") and variations in income from alternative investments), net of interest expense.

(10)Management believes that an analysis of Net income applicable to common stock before: (i) net realized investment gains or losses from sales, impairments and change in allowance for credit losses, net of related amortization and taxes; (ii) net change in market value of investments recognized in earnings, net of taxes; (iii) 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; (iv) fair value changes related to the agent deferred compensation plan, net of taxes; (v) loss related to reinsurance transaction, net of taxes; (vi) loss on extinguishment of debt, net of taxes; (vii) changes in the valuation allowance for deferred tax assets and other tax items; and (viii) other non-operating items consisting primarily of earnings attributable to variable interest entities, net of taxes (“Net operating income,” a non-GAAP financial measure) is important to evaluate the financial performance of the company, and is a key measure commonly used in the life insurance industry. Management uses this measure to evaluate performance because the items excluded from net operating income can be affected by events that are unrelated to the company's underlying fundamentals.

(11)Net insurance liabilities are equal to total insurance liabilities less: (i) amounts related to reinsured business; (ii) deferred acquisition costs; (iii) present value of future profits; and (iv) the value of unexpired options credited to insurance liabilities.

(12)Margin/average net insurance liabilities for quarterly periods is calculated by annualizing the quarters' margin divided by the average net insurance liabilities.

(13)Based on statutory accounting practices prescribed or permitted by regulatory authorities for CNO Financial's insurance subsidiaries after appropriate elimination of intercompany accounts among such subsidiaries. Such accounting practices differ from GAAP.

(14)The new money rate is for the investments purchased during the period to support our insurance products and capital. It excludes the new money rate on investments purchased with investment borrowings under our Federal Home Loan Bank program and investments purchased by the variable interest entities.

Page 24
CNO Financial Group 1 Second Quarter 2022 Financial and operating results for the period ended June 30, 2022 August 1, 2022 Unless otherwise specified, comparisons in this presentation are between 2Q21 and 2Q22. Exhibit 99.3

 
CNO Financial Group 2 Important Legal Information Certain statements made in this presentation should be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These include statements about future results of operations and capital plans. We caution investors that these forward-looking statements are not guarantees of future performance, and actual results may differ materially. Investors should consider the important risks and uncertainties that may cause actual results to differ, including those included in our press release issued on August 1, 2022, our Quarterly Reports on Form 10-Q, our Annual Report on Form 10-K and other filings we make with the Securities and Exchange Commission. We assume no obligation to update this presentation, which speaks as of today’s date. Forward-Looking Statements This presentation contains financial measures that differ from the comparable measures under Generally Accepted Accounting Principles (GAAP). Reconciliations between those non-GAAP measures and the comparable GAAP measures are included in the Appendix, or on the page such measure is presented. While management believes the measures are useful to enhance understanding and comparability of our financial results, these non-GAAP measures should not be considered substitutes for the most directly comparable GAAP measures. Additional information concerning non-GAAP measures is included in our periodic filings with the Securities and Exchange Commission that are available in the “Investors – SEC Filings” section of CNO’s website, CNOinc.com. Non-GAAP Measures

 
CNO Financial Group 3

 
CNO Financial Group 4 Strong earnings and solid overall sales; navigating ongoing market volatility Quarter in Review Strong Operational Performance  Advanced strategic initiatives in Consumer & Worksite divisions  Returned $77 million to shareholders; weighted average shares outstanding decreased 12%  Capital position within risk tolerance  Book value per diluted share excluding AOCI1 up 15% 1 A non-GAAP measure. See the Appendix for a reconciliation to the corresponding GAAP measure. Building on Track Record of Execution  Operating EPS1 of $0.85, up 29% from $0.66  2Q22 includes $0.14 favorable impact from significant items  2Q21 includes $0.03 unfavorable impact from significant items  Robust variable investment income  Stable underlying insurance product margins  Sales reflect value of diversified products and distribution; continued improvement in agent productivity 1 A non-GAAP measure. See the Appendix for a reconciliation to the corresponding GAAP measure.

 
CNO Financial Group 5 2Q 3Q 4Q FY 1Q 2Q Y/Y New Annualized Premiums 1 Life $52.3 $45.4 $39.8 $190.5 $55.8 $51.4 -1.7% Health 41.5 39.2 47.7 164.1 34.8 37.4 -9.9% Total Life and Health $93.8 $84.6 $87.5 $354.6 $90.6 $88.8 -5.3% Collected Premiums Life $223.4 $222.2 $223.7 $895.8 $226.7 $229.2 2.6% Health 410.6 407.3 416.9 1,659.5 408.9 398.4 -3.0% Total Life and Health $634.0 $629.5 $640.6 $895.8 $635.6 $627.6 -1.0% Annuity Collected Premiums $344.3 $333.3 $397.4 $1,400.4 $368.6 $435.0 26.3% Client Assets in BD and Advisory 2 $2,636.0 $2,693.1 $2,898.5 $2,898.5 $2,835.1 $2,562.1 -2.8% Fee Revenue 3 $31.1 $28.0 $56.2 $147.6 $40.3 $31.1 0.0% % Change2021 2022 Strength in D2C, Annuities and Worksite Life and Health NAP Growth Scorecard E xp a n d to th e R ig h t D ri ve G ro w th (dollars in millions) 1 Measured as 100% of new life and health annualized premiums, except for single premium whole life deposits, which are measured at 10% of annualized premium. 2 Client assets include cash and securities in brokerage, broker/dealer customer account assets custodied directly at fund companies and insurance carriers, and assets under management in advisory accounts. 3 Represents fee revenue from the sales of third-party insurance products; services provided by WBD; fee revenue earned by Optavise (formerly known as DirectPath prior to its name change in April 2022); fees generated by our broker-dealer and registered investment advisor.

 
CNO Financial Group 6 Continued growth in D2C and field agent productivity; expanded reach in Medicare Consumer Division Update Second Quarter HighlightsKey Initiatives Expand reach Maintain growth momentum Optimize distribution  D2C Life sales up 9%  Annuity collected premiums up 26%  Third-party Medicare Advantage sales up 32%  Producing agent count down 9%; up 1% sequentially  Agent productivity up 10%  Registered agent1 count up 6%  Launched new Medicare Supplement product  Added Medicare Advantage carriers  Continued to enhance distribution through third parties 1 Registered agents are dually licensed as insurance agents and financial representatives who can buy and sell securities for clients, and/or investment advisors who can provide ongoing investment advice for clients.

 
CNO Financial Group 7 Launched Optavise brand; insurance sales gaining momentum Worksite Division Update Second Quarter Highlights  Life and Health insurance sales up 33%  Stable employer base and premium collection  Launched Optavise, single go-to-market brand  New Dental and Vision product partnership Key Initiatives Expand reach  Producing agent count down 9%, up 13% sequentially  Agent referral program driving recruiting momentum  Continued productivity gains Restore growth Optimize distribution

 
CNO Financial Group 8  Agent pilots, technology- driven customer experience enhancements  Hybrid distribution  Worksite B2B marketing, lead generation  Share repurchases: $60 million in 2Q22  Dividends: $17 million in 2Q22  Highly selective M&A  CNO Ventures; strategic minority investments largely in InsurTech  LTC reinsurance (2018), Web Benefits Design (2019), DirectPath (2021) Opportunistic transactions Return capital to shareholders Organic investments to sustain and grow the core businesses Disciplined and opportunistic approach to maximize shareholder value Excess Capital Allocation Strategy

 
CNO Financial Group 9 Financial Highlights Operating EPS1 up 29% Earnings ResultsSecond Quarter 2022 Net operating income1 $89.1 $100.1 Net operating income excluding significant items1 $92.6 $82.7 Net income $78.0 $136.1 Weighted average shares outstanding (in millions) 133.8 117.3 (dollars in millions, except where noted)  2Q22 Operating EPS1 of $0.85, up 29% from $0.66 in 2Q21  2Q22 Operating EPS1 excl. significant items of $0.71, up 3% from $0.69 in 2Q21  Strong variable net investment income  Stable underlying insurance product margins  Adverse market impacts on fixed index annuities  Fee income down $3 million  Total expenses up $11 million  Significant items, pre-tax:  2Q22: experience refund of $22.5 million related to LTC reinsurance agreement  2Q21: expense of $4.5 million from legal and regulatory matters  $60 million of share repurchases  Weighted average share count down 12%  Operating ROE1, as adjusted, of 11.5%; 10.3% excl. significant items 1 A non-GAAP measure. See the Appendix for a reconciliation to the corresponding GAAP measure. $0.66 $0.85 $0.58 $1.16 2Q21 2Q22 $0.71 $0.69 Net operating earnings per share1 Net income per share Excluding significant items

 
CNO Financial Group 10 2Q 2022 Highlights1 Insurance Product Margin (dollars in millions) Stable underlying margins; unfavorable market impacts Insurance Product Margin Excluding Significant Items1  Total margin down $19 million; up $3 million, adjusting for the items noted below  Annuity margin down $29 million; down $2 million after adjustments  $26 million unfavorable market impact to fixed index annuities  $21 million unfavorable in 2Q22 vs. $5 million favorable in 2Q21  $1 million decline in favorable COVID impacts  Health margin down $8 million; up $1 million after adjustments  $9 million decline in favorable COVID impacts  Life margin up $17 million; up $4 million after adjustments  $11 million improvement in unfavorable COVID impacts  $2 million favorable non-deferrable life advertising expense1 Excludes $26.9 million favorable annuity unlocking/$1.0 million unfavorable life unlocking in 4Q21. See the Appendix for a reconciliation to the corresponding GAAP measure. $66.0 $52.5 $67.0 $44.6 $37.1 $39.7 $53.2 $31.4 $19.8 $56.8 $120.9 $117.9 $129.5 $124.8 $113.4 2Q21 3Q21 4Q21 1Q22 2Q22 Annuity Health Life Total Margin $226.6 $223.6 $227.9 $189.2 $207.3 2.63% 2.05% 2.58% 1.70% 1.40% Margin / average net insurance liabilities Margin / insurance policy income 29% 28% 31% 31% 28% ISL: Interest margin / average net insurance liabilities 0.66% 0.69% 0.52% 0.59% 0.71% ISL: Underwriting margin / insurance policy income 37% 43% 34% 36% 46% Trad: Margin / insurance policy income 14% 20% 9% 2% 20% Trad: Margin ex. Adv. Exp. / insurance policy income 28% 31% 22% 19% 33%

 
CNO Financial Group 11 $- $50.0 $100.0 $150.0 $200.0 2Q 2021 2Q 2022 Investment Income Not Allocated to Product Lines $- $100.0 $200.0 $300.0 $400.0 2Q 2021 2Q 2022 Total Net Investment Income1 Annuity Health Life Not Allocated $- $100.0 $200.0 $300.0 $400.0 2Q 2021 2Q 2022 Investment Income Allocated to Product Lines Annuity Health Life Investment Results  Average yield on allocated investments of 4.54% vs. 4.60% in 1Q22 and 4.75% in 2Q21 1 Reflects sum of allocated and non-allocated investment income. Refer to pages 16-19 of the financial supplement for more information on the components of net investment income. +0.0% $222.6 $222.6 $291.1 $270.4 $68.5 $47.8  Average invested assets up 10% YoY  Earned yield of 5.00% vs. 4.50% in 1Q22, and 4.97% in 2Q21  New money rate of 5.53%, up from 3.73% in 1Q22  Reflects higher interest rates and spreads, and higher contribution from direct investments  Investment income not allocated to product lines up $21mm  Strong call/prepayment activity  New FABN program  Favorable FHLB results (dollars in millions) Stable Core NII; strong variable results; sharp increase in new money rates

 
CNO Financial Group 12 High quality, stable core returns with variable upside Portfolio Composition $25 billion of Invested Assets Highlights (Fair Value as of 6/30/2022) General Approach  Positioned for stable performance across credit cycles  Focus on quality - margin against adverse development  Calibrated, lower than average allocation to most higher risk categories – specific boundaries as the amount of high-risk assets we will own  Low impairments through multiple cycles  Embedded asset liability management  High degree of liquidity  63% of portfolio in corporate and government bonds  Reflects up-in-quality positioning over past 18 months  Strong credit risk profile  96% rated NAIC 1 or 2  Portfolio average rating A  Significant credit enhancement in structured products  Diversified commercial and residential mortgages with favorable performance metrics and strong operating characteristics. No commercial mortgage loan delinquencies.  Alternative investments emphasizing current cash flows and comparatively predictable results  “BBB” allocation reduced by 210 bps in the last 12 months  “A” allocation increased by 220 bps in the last 12 months IG Corporates, 48.7% Non-Agency RMBS, 7.4% Mortgage Loans, 4.6% HY Corporates, 2.9% CMBS, 9.6% Municipals, 10.1% ABS, 4.8% Govts/Agency, 1.1% CLO, 2.8% Equities, 0.6% Other, 1.6% Alternatives, 2.8% Policy Loans, 0.5% Cash, 2.5%

 
CNO Financial Group 13 2Q free cash flow reflects impact from market volatility; Rialto Capital investment Cash Flow Profile 1 A non-GAAP measure. See the Appendix for a reconciliation to the corresponding GAAP measure. 2 Cash flows exclude acquisitions, dividend payments, stock repurchases, and financing transactions. (dollars in millions) 2Q21 2Q22 2Q21 2Q22 Net Operating Income1 89.1$ 100.1$ 362.9$ 352.5$ Holding Company Cash Flows: Dividends from Subsidiaries 106.5$ 31.7$ 364.0$ 260.7$ Management Fees 27.6 29.0 114.2 120.7 Surplus Debenture Interest 12.1 12.1 57.2 55.4 Earnings on Corporate Investments 2.4 1.5 9.5 6.8 Other 22.4 9.4 70.8 (2.4) Holding Company Sources of Cash2 171.0 83.7 615.7 441.2 Holding Company Expenses and Other (14.4) (30.3) (74.2) (94.9) Tax Payments (14.1) - (52.0) (36.4) Interest Payments (28.3) (28.3) (57.0) (60.8) Excess Cash Flow to Holding Company2 114.2 25.1 432.5 249.1 Net Proceeds from New Debt - - 146.4 - Share Repurchases (84.6) (60.0) (332.4) (380.0) Dividend Payments to Stockholders (17.3) (16.5) (67.0) (64.6) Acquisition - - (51.1) - Net Change in Holding Company Cash and Investments 12.3 (51.4) 128.4 (195.5) Non-Cash Changes in Investment Balances - - - - Cash and Investments, Beginning of Period 324.1 192.3 208.0 336.4 Cash and Investments, End of Period 336.4$ 140.9$ 336.4$ 140.9$ (1) A non-GAAP measure. See the Appendix for a reconciliation to the corresponding GAAP measure. Trailing Twelve MonthsFor the Quarter

 
CNO Financial Group 14 1 The ratio of the combined capital of the insurance companies to the minimum amount of capital appropriate to support the overall business operations, as determined based on the methodology developed by the National Association of Insurance Commissioners. 2 Excluding accumulated other comprehensive income (loss) (a non-GAAP measure). See the Appendix for a reconciliation to the corresponding GAAP measure. Debt to Capital2 Consolidated Risk Based Capital (RBC) Ratio1  Target leverage of 25 - 28%  Debt covenant ceiling of 35%  Debt capacity within limit of target leverage $175 million  Target consolidated RBC ratio of approximately 375%  RBC variability can be expected in periods of market volatility  Will manage back up to 375% over time Holding Company Liquidity  Target minimum holding company liquidity of $150 million  Liquidity bolstered by $250 million undrawn revolver  No outstanding debt maturities until 2025 411% 386% 365% 360% 2020 2021 1Q 2022 2Q 2022 $388.1 $248.6 $192.3 $140.9 2020 2021 1Q 2022 2Q 2022 25.6% 25.6% 25.6% 25.2% 2020 2021 1Q 2022 2Q 2022 Capital and Liquidity Overview Balanced approach to capital structure; capital levels within risk tolerance (dollars in millions)

 
CNO Financial Group 15  Increasing sales momentum  Growth in producing agent counts  Free cash flow expected to be lower than 2021 reflecting diminishing COVID impacts and alternative investment returns, capital strain from new business, and the ramp up of the FABN program  Free cash flow conversion rate to remain strong  Manage to 375% RBC and $150 million holdco liquidity  COVID-related ⁃ Continued net favorable COVID impacts, tapering over the course of the year  Investment income ⁃ Allocated to products: relatively flat to slightly up as asset growth is somewhat offset by declining/leveling yield ⁃ Not allocated to products: lower than 2021 as alternative yields continue to moderate  Fee income ⁃ Trending up vs. full year 2021 ⁃ Seasonally weaker sequentially in 3Q, trending up in 4Q  Expenses (excluding significant items) ⁃ Expected to be modestly higher vs. 2021 as operating efficiencies are offset by investments in growth  Effective Tax rate ⁃ 23 – 24%, trending up vs. 2021 due to state income tax impacts 2022 Outlook Sales Earnings Free Cash Flow / Excess Capital

 
CNO Financial Group 16 Delivering on our Commitments Turnaround / De-risking Pivot to Growth Optimize Long-term Value Pre 2017 2017 – 2019 2020 – ? Ongoing  Reinsured life block (2009)  Recapitalized company (2012)  Initiated dividend (2012)  Sold Legacy Life Insurance Block (2014)  Migrated ratings upwards–within non-investment grade ratings classes  Completed Senior Leadership additions  Reinsured LTC block  Achieved investment grade credit ratings  Up-in-quality portfolio repositioning  Sustainable momentum in recruiting and sales  Benefiting from diverse business model and strong retention  Balancing capital return with investments in growth  Up-in-quality investment positioning  Successfully pivoting to new sales approaches  Accelerating integration of D2C and exclusive agents  Expanding D2C offerings  Reimagining future workplace  Optimize customer-centric business alignment  Expand omnichannel delivery model  Extract potential from Worksite business  Enhance growth, margin and ROE profile  Maximize distributable cash flow  Accelerate pace of capital deployment  Leverage technology COVID-19

 
CNO Financial Group 17 Investment Highlights Sustainable growth initiatives in place Favorable demographic tailwinds Well-positioned in underserved senior middle-income market Highly differentiated business model Strong balance sheet; robust free cash flow generation

 
CNO Financial Group 18 Questions and Answers

 
CNO Financial Group 19 Appendix 1: Quarter in Review Strong Operational Performance  Broker-Dealer/Registered Investment Advisor Slide 20  Exclusive Agent Counts Slide 21 Building on Strong Track Record of Execution  New Money Rate Walk Slide 22  New Money Summary Slide 23  Long-Term Care Insurance Slide 24  Tax Asset Summary Slide 25

 
CNO Financial Group 20 Account values down 3% YoY; $2.6 billion in client assets Broker-Dealer/Registered Investment Advisor 1 Client assets include cash and securities in brokerage, broker/dealer customer account assets custodied directly at fund companies and insurance carriers, and assets under management in advisory accounts. Prior periods have been restated to conform with current presentation. Bankers Life is the marketing brand of various affiliated companies of CNO Financial Group including, Bankers Life and Casualty Company, Bankers Life Securities, Inc., and Bankers Life Advisory Services, Inc. Non-affiliated insurance products are offered through Bankers Life General Agency, Inc. (dba BL General Insurance Agency, Inc., AK, AL, CA, NV, PA). Agents who are financial advisors are registered with Bankers Life Securities, Inc. Securities and variable annuity products and services are offered by Bankers Life Securities, Inc. Member FINRA/SIPC, (dba BL Securities, Inc., AL, GA, IA, IL, MI, NV, PA). Advisory products and services are offered by Bankers Life Advisory Services, Inc. SEC Registered Investment Adviser (dba BL Advisory Services, Inc., AL, GA, IA, MT, NV, PA). Home Office: 111 East Wacker Drive, Suite 1900, Chicago, IL 60601 (dollars in millions) 2Q 3Q 4Q 1Q 2Q Net New Client Assets in Brokerage 2.2$ (23.0)$ 9.0$ (35.2)$ (10.5)$ Brokerage and Advisory1 Advisory 69.9 66.0 67.5 76.1 24.2 Total 72.1$ 43.0$ 76.5$ 40.9$ 13.7$ Client Assets in Brokerage and Brokerage 1,635.3$ 1,639.0$ 1,734.0$ 1,675.2$ 1,492.2$ Advisory1 at end of period Advisory 1,000.7 1,054.1 1,164.5 1,159.9 1,069.9 Total 2,636.0$ 2,693.1$ 2,898.5$ 2,835.1$ 2,562.1$ 2021 2022

 
CNO Financial Group 21 Softening macro environment helping recruiting, veteran agent retention strong Exclusive Agent Counts 1 Producing agents represent the monthly average of exclusive agents that have submitted at least one policy in the month. 2 Registered agents are dually licensed as insurance agents and financial representatives who can buy and sell securities for clients, and/or investment advisors who can provide ongoing investment advice for clients. 3 Agent and representative counts represent the average of the last 3 months. % Change % Change Consumer 2Q 3Q 4Q 1Q 2Q 2Q/1Q Y/Y Producing Field Agents1,3 4,360 4,168 4,008 3,939 3,968 0.7% -9.0% Producing Tele-Sales Agents1,3 247 235 220 217 204 -6.0% -17.4% Total Producing Agents1,3 4,607 4,403 4,228 4,156 4,172 0.4% -9.4% Registered Agents2,3 639 646 655 663 676 2.0% 5.8% Worksite Producing Field Agents1,3 258 229 227 208 234 12.5% -9.3% 2021 2022

 
CNO Financial Group 22 Significant NMR increase reflects higher market yields and significant contribution from direct investments New Money Rate Walk 3.73% 5.53%

 
CNO Financial Group 23 Strategically harvesting rising market yields, while sliding up-in-quality / down the curve New Money Summary 2Q General Account New Money Purchases $ % GAAP YTM Duration IG Corp AAA-A 172 16.89% 5.06% 11.5 IG Corp BBB 205 20.14% 5.04% 9.5 HY Corp 20 1.99% 5.83% 6.3 Non- Agency RMBS 68 6.64% 5.18% 2.4 ABS 92 9.05% 4.97% 3.8 CMBS 48 4.70% 4.98% 6.5 CLOs 37 3.65% 4.51% 5.3 Muni 85 8.35% 4.75% 13.9 CML 63 6.17% 4.36% 8.0 Direct/Alternatives 124 12.18% 9.57% N/A EM 105 10.26% 5.12% 8.8 TOTAL: 1,020 100.00% 5.53% 7.5 IG Corporates, 37.03% HY Corp, 1.99% Non- Agency RMBS, 6.64% ABS, 9.05% CMBS, 4.70% CLOs, 3.65% Muni, 8.35% CML, 6.17% Direct/Alternatives, 12.18% EM, 10.26%

 
CNO Financial Group 24 New sales (~$30 million annually) focused on short duration products  98% of new sales for policies with 2 years or less in benefits  Average benefit period of 11 months  New business 25% reinsured since 2008 Reserve assumptions informed by historical experience  No morbidity improvement  No mortality improvement  Minimal future rate increases  New money rates reflect a low for long environment Favorable economic profile  2021 Loss Recognition Testing margin increased to $376 million or ~15% of Net GAAP Liabilities driven by margin from new business  Statutory reserves ~$228 million higher than LTC Net GAAP Liabilities, which are currently ~$2.53 billion  Total LTC is just 12% of overall CNO insurance liabilities  Potential adverse impact from severe stress scenarios is significantly reduced  Average maximum benefit at issuance is $143 per day for inforce block Long-Term Care Insurance Highly differentiated inforce block; prudently managed

 
CNO Financial Group 25 Non-Life NOLs $212 DTAs related to tax strategy $185 Value of NOLs and deferred tax assets (DTAs) related to tax strategy Details  Total estimated economic value of tax assets related to our NOLs and tax strategy of approximately $236 million @ 10% discount rate ($2.03 on a per share basis).  Life NOLs have been fully utilized. Non- life NOLs are expected to offset 100% of non-life taxable income and 35% of life taxable income through 2023. $397 (dollars in millions) $397 million/$3.42 per diluted share value of NOLs and DTAs related to tax strategy Tax Asset Summary as of June 30, 2022

 
CNO Financial Group 26 Appendix 2: Financial Exhibits Non-GAAP Financial Measures Slides 27 - 44

 
CNO Financial Group 27 Insurance product margin Annuity 37.1$ -$ 37.1$ Health 113.4 - 113.4 Life 56.8 - 56.8 Total insurance product margin 207.3 - 207.3 Allocated expenses (152.2) - (152.2) Income from insurance products 55.1 - 55.1 Fee income 3.2 - 3.2 Investment income not allocated to product lines 68.5 - 68.5 Expenses not allocated to product lines 2.9 (22.5) (1) (19.6) Operating earnings before taxes 129.7 (22.5) 107.2 Income tax expense on operating income (29.6) 5.1 (24.5) Net operating income (2) 100.1$ (17.4)$ 82.7 Net operating income per diluted share (2) 0.85$ (0.14)$ 0.71$ Three months ended June 30, 2022 Actual results Significant items Excluding significant items (dollars in millions, except per-share amounts) (1) Comprised of an experience refund of $22.5 million related to a reinsurance agreement. (2) A non-GAAP measure. See pages 33 and 35 for a reconciliation to the corresponding GAAP measure. The table below summarizes the financial impact of significant items on our 2Q22 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results. 2Q22 Significant Items

 
CNO Financial Group 28 Insurance product margin Annuity 93.9$ (26.9)$ (1) 67.0$ Health 129.5 - 129.5 Life 30.4 1.0 (1) 31.4 Total insurance product margin 253.8 (25.9) 227.9 Allocated expenses (143.3) - (143.3) Income from insurance products 110.5 (25.9) 84.6 Fee income 2.9 - 2.9 Investment income not allocated to product lines 42.8 - 42.8 Expenses not allocated to product lines (17.4) - (17.4) Operating earnings before taxes 138.8 (25.9) 112.9 Income tax expense on operating income (30.3) 5.7 (24.6) Net operating income (2) 108.5$ (20.2)$ 88.3 Net operating income per diluted share (2) 0.87$ (0.16)$ 0.71$ Three months ended December 31, 2021 Actual results Significant items Excluding significant items (dollars in millions, except per-share amounts) (1) Adjustments arising from our comprehensive annual actuarial review of assumptions. (2) A non-GAAP measure. See pages 33 and 35 for a reconciliation to the corresponding GAAP measure. The table below summarizes the financial impact of significant items on our 4Q21 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results. 4Q21 Significant Items

 
CNO Financial Group 29 Insurance product margin Annuity 52.5$ -$ 52.5$ Health 117.9 - 117.9 Life 53.2 - 53.2 Total insurance product margin 223.6 - 223.6 Allocated expenses (140.5) - (140.5) Income from insurance products 83.1 - 83.1 Fee income 2.6 - 2.6 Investment income not allocated to product lines 50.9 - 50.9 Expenses not allocated to product lines (17.3) 3.0 (1) (14.3) Operating earnings before taxes 119.3 3.0 122.3 Income tax expense on operating income (26.5) (0.7) (27.2) Net operating income (2) 92.8$ 2.3$ 95.1 Net operating income per diluted share (2) 0.72$ 0.02$ 0.74$ Three months ended September 30, 2021 Actual results Significant items Excluding significant items (1) Comprised of $3.0 million from legal and regulatory matters. (2) A non-GAAP measure. See pages 33 and 35 for a reconciliation to the corresponding GAAP measure. The table below summarizes the financial impact of significant items on our 3Q21 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results. 3Q21 Significant Items (dollars in millions, except per-share amounts)

 
CNO Financial Group 30 Insurance product margin Annuity 66.0$ -$ 66.0$ Health 120.9 - 120.9 Life 39.7 - 39.7 Total insurance product margin 226.6 - 226.6 Allocated expenses (141.6) - (141.6) Income from insurance products 85.0 - 85.0 Fee income 6.6 - 6.6 Investment income not allocated to product lines 47.8 - 47.8 Expenses not allocated to product lines (23.8) 4.5 (1) (19.3) Operating earnings before taxes 115.6 4.5 120.1 Income tax expense on operating income (26.5) (1.0) (27.5) Net operating income (2) 89.1$ 3.5$ 92.6 Net operating income per diluted share (2) 0.66$ 0.03$ 0.69$ Three months ended June 30, 2021 Actual results Significant items Excluding significant items (1) Comprised of $4.5 million from legal and regulatory matters. (2) A non-GAAP measure. See pages 33 and 35 for a reconciliation to the corresponding GAAP measure. The table below summarizes the financial impact of significant items on our 2Q21 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results. 2Q21 Significant Items (dollars in millions, except per-share amounts)

 
CNO Financial Group 31 Insurance product margin Annuity 57.9$ -$ 57.9$ Health 124.7 - 124.7 Life 27.1 - 27.1 Total insurance product margin 209.7 - 209.7 Allocated expenses (141.1) - (141.1) Income from insurance products 68.6 - 68.6 Fee income 7.3 - 7.3 Investment income not allocated to product lines 43.0 - 43.0 Expenses not allocated to product lines (22.0) 7.8 (1) (14.2) Operating earnings before taxes 96.9 7.8 104.7 Income tax expense on operating income (21.7) (1.7) (23.4) Net operating income (2) 75.2$ 6.1$ 81.3 Net operating income per diluted share (2) 0.55$ 0.04$ 0.59$ Three months ended March 31, 2021 Actual results Significant items Excluding significant items (1) Comprised of: (i) $5.3 million from legal and regulatory matters; and (ii) $2.5 million of transaction expenses related to the previously announced acquisition of Optavise, LLC. The legal and regulatory matters primarily consist of an increase to our liability for claims and interest pursuant to the Global Resolution Agreement, as we have now processed and verified most of the claims provided by the third-party auditor allowing us to more accurately estimate the ultimate liability. (2) A non-GAAP measure. See pages 33 and 35 for a reconciliation to the corresponding GAAP measure. The table below summarizes the financial impact of significant items on our 1Q21 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results. 1Q21 Significant Items (dollars in millions, except per-share amounts)

 
CNO Financial Group 32 Insurance product margin Annuity 68.1$ (16.1)$ (1) 52.0$ Health 125.2 - 125.2 Life 37.3 4.3 (1) 41.6 Total insurance product margin 230.6 (11.8) 218.8 Allocated expenses (162.7) - (162.7) Income from insurance products 67.9 (11.8) 56.1 Fee income 2.9 - 2.9 Investment income not allocated to product lines 57.8 - 57.8 Expenses not allocated to product lines (17.8) 3.7 (2) (14.1) Operating earnings before taxes 110.8 (8.1) 102.7 Income tax expense on operating income (24.8) 1.7 (23.1) Net operating income (3) 86.0$ (6.4)$ 79.6$ Net operating income per diluted share (3) 0.61$ (0.04)$ 0.57$ Three months ended December 31, 2020 Actual results Significant items Excluding significant items (1) Adjustments arising from our comprehensive annual actuarial review of assumptions. (2) Unfavorable impact related to asset impairments. (3) A non-GAAP measure. See pages 33 and 35 for a reconciliation to the corresponding GAAP measure. The table below summarizes the financial impact of significant items on our 4Q20 net operating income. Management believes that identifying the impact of these items enhances the understanding of our operating results. 4Q20 Significant Items (dollars in millions, except per-share amounts)

 
CNO Financial Group 33 (dollars in millions) * Management believes that an analysis of Net income applicable to common stock before: (i) net realized investment gains or losses from sales, impairments and the change in allowance for credit losses, net of related amortization and taxes; (ii) net change in market value of investments recognized in earnings, net of taxes; (iii) 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; (iv) fair value changes related to the agent deferred compensation plan, net of taxes; (v) loss on extinguishment of debt, net of taxes; (vi) changes in the valuation allowance for deferred tax assets and other tax items; and (vii) other non-operating items consisting primarily of earnings attributable to variable interest entities, net of taxes ("Net operating income," a non-GAAP financial measure) is important to evaluate the financial performance of the company, and is a key measure commonly used in the life insurance industry. Management uses this measure to evaluate performance because the items excluded from net operating income can be affected by events that are unrelated to the company's underlying fundamentals. A reconciliation of Net operating income to Net income applicable to common stock is provided in the above table. Quarterly Earnings 2Q21 3Q21 4Q21 1Q22 2Q22 Insurance product margin Annuity 66.0$ 52.5$ 93.9$ 44.6$ 37.1$ Health 120.9 117.9 129.5 124.8 113.4 Life 39.7 53.2 30.4 19.8 56.8 Total insurance product margin 226.6 223.6 253.8 189.2 207.3 Allocated expenses (141.6) (140.5) (143.3) (144.8) (152.2) Income from insurance products 85.0 83.1 110.5 44.4 55.1 Fee income 6.6 2.6 2.9 9.9 3.2 Investment income not allocated to product lines 47.8 50.9 42.8 28.5 68.5 Expenses not allocated to product lines (23.8) (17.3) (17.4) (14.8) 2.9 Operating earnings before taxes 115.6 119.3 138.8 68.0 129.7 Income tax expense on operating income (26.5) (26.5) (30.3) (16.9) (29.6) Net operating income* 89.1 92.8 108.5 51.1 100.1 Net realized investment gains (losses) from sales, impairments and change in allowance for credit losses (net of related amortization) 24.3 2.2 4.7 (7.1) (26.1) Net change in market value of investments recognized in earnings 5.7 (4.6) (12.1) (25.5) (21.7) Fair value changes in embedded derivative liabilities (net of related amortization) (44.9) 10.9 19.1 90.8 79.7 Fair value changes related to agent deferred compensation plan - - (4.3) 22.7 14.0 Other 0.9 0.2 1.9 0.4 (0.2) Non-operating income (loss) before taxes (14.0) 8.7 9.3 81.3 45.7 Income tax (expense) benefit on non-operating income 2.9 (1.7) (2.0) (20.1) (9.7) Net non-operating income (loss) (11.1) 7.0 7.3 61.2 36.0 Net income 78.0$ 99.8$ 115.8$ 112.3$ 136.1$

 
CNO Financial Group 34 Information Related to Certain Non-GAAP Financial Measures The following provides additional information regarding certain non-GAAP measures used in this presentation. 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. While management believes these measures are useful to enhance understanding and comparability of our financial results, these non-GAAP measures should not be considered as substitutes for the most directly comparable GAAP measures. Additional information concerning non-GAAP measures is included in our periodic filings with the Securities and Exchange Commission that are available in the “Investors – SEC Filings” section of CNO’s website, www.CNOinc.com. Operating earnings measures Management believes that an analysis of net income applicable to common stock before net realized investment gains or losses from sales, impairments and change in allowance for credit losses, net change in market value of investments recognized in earnings, fair value changes due to fluctuations in the interest rates used to discount embedded derivative liabilities related to our fixed index annuities, fair value changes related to the agent deferred compensation plan, loss on extinguishment of debt, changes in the valuation allowance for deferred tax assets and other tax items and other non- operating items consisting primarily of earnings attributable to variable interest entities (“net operating income,” a non-GAAP financial measure) is important to evaluate the financial performance of the Company and is a key measure commonly used in the life insurance industry. Management uses this measure to evaluate performance because the items excluded from net operating income can be affected by events that are unrelated to the Company’s underlying fundamentals.

 
CNO Financial Group 35 A reconciliation of net income applicable to common stock to net operating income (and related per-share amounts) is as follows: (dollars in millions, except per-share amounts) Information Related to Certain Non-GAAP Financial Measures 2Q21 3Q21 4Q21 1Q22 2Q22 Net income applicable to common stock 78.0$ 99.8$ 115.8$ 112.3$ 136.1$ Non-operating items: Net realized investment (gains) losses from sales and impairments, net of related amortization (24.3) (2.2) (4.7) 7.1 26.1 Net change in market value of investments recognized in earnings (5.7) 4.6 12.1 25.5 21.7 Fair value changes in embedded derivative liabilities, net of related amortization 44.9 (10.9) (19.1) (90.8) (79.7) Fair value changes related to the agent deferred compensation plan - - 4.3 (22.7) (14.0) Other (0.9) (0.2) (1.9) (0.4) 0.2 Non-operating (income) loss before taxes 14.0 (8.7) (9.3) (81.3) (45.7) Income tax (expense) benefit on non-operating (income) loss 2.9 (1.7) (2.0) (20.1) (9.7) Net non-operating (income) loss 11.1 (7.0) (7.3) (61.2) (36.0) Net operating income (a non-GAAP financial measure) 89.1$ 92.8$ 108.5$ 51.1$ 100.1$ Per diluted share: Net income 0.58$ 0.77$ 0.93$ 0.93$ 1.16$ Net realized investment (gains) losses from sales and impairments (net of related amortization and taxes) (0.14) (0.02) (0.03) 0.04 0.17 Net change in market value of investments recognized in earnings (net of taxes) (0.03) 0.03 0.07 0.16 0.14 Fair value changes in embedded derivative liabilities (net of related amortization and taxes) 0.26 (0.06) (0.12) (0.57) (0.53) Fair value changes related to the agent deferred compensation plan (net of taxes) - - 0.03 (0.14) (0.09) Other (0.01) - (0.01) - - Net operating income (a non-GAAP financial measure) 0.66$ 0.72$ 0.87$ 0.42$ 0.85$

 
CNO Financial Group 36 A reconciliation of operating income and shares used to calculate basic and diluted operating earnings per share is as follows: (dollars in millions, except per-share amounts, and shares in thousands) Information Related to Certain Non-GAAP Financial Measures 2Q21 3Q21 4Q21 1Q22 2Q22 Operating income 89.1$ 92.8$ 108.5$ 51.1$ 100.1$ Weighted average shares outstanding for basic earnings per share 131,016 126,429 122,017 118,622 115,533 Effect of dilutive securities on weighted average shares: Stock options, restricted stock and performance units 2,798 2,589 3,003 2,380 1,753 Weighted average shares outstanding for diluted earnings per share 133,814 129,018 125,020 121,002 117,286 Net operating income per diluted share 0.66$ 0.72$ 0.87$ 0.42$ 0.85$

 
CNO Financial Group 37 Book value per diluted share Book value per diluted share reflects the potential dilution that could occur if outstanding stock options were exercised, restricted stock and performance units were vested, and convertible securities were converted. The dilution from options, restricted shares and performance units is calculated using the treasury stock method. Under this method, we assume the proceeds from the exercise of the options (or the unrecognized compensation expense with respect to restricted stock and performance units) will be used to purchase shares of our common stock at the closing market price on the last day of the period. In addition, the calculation of this non-GAAP measure differs from the corresponding GAAP measure because accumulated other comprehensive income (loss) has been excluded from the value of capital used to determine this measure. Management believes this non-GAAP measure is useful because it removes the volatility that arises from changes in the unrealized appreciation (depreciation) of our investments. A reconciliation from book value per share to book value per diluted share, excluding accumulated other comprehensive income (loss) is as follows: (dollars in millions, except per-share amounts) Information Related to Certain Non-GAAP Financial Measures 2Q21 3Q21 4Q21 1Q22 2Q22 Total shareholders' equity 5,324.0$ 5,232.9$ 5,259.7$ 3,690.9$ 2,212.0$ Shares outstanding for the period 129,105,039 124,269,869 120,377,152 117,241,006 114,795,328 Book value per share 41.24$ 42.11$ 43.69$ 31.48$ 19.27$ Total shareholders' equity 5,324.0$ 5,232.9$ 5,259.7$ 3,690.9$ 2,212.0$ Less accumulated other comprehensive (income) loss (1,995.5) (1,929.7) (1,947.1) (380.5) 1,165.0 Adjusted shareholders' equity excluding AOCI 3,328.5$ 3,303.2$ 3,312.6$ 3,310.4$ 3,377.0$ Shares outstanding for the period 129,105,039 124,269,869 120,377,152 117,241,006 114,795,328 Dilutive common stock equivalents related to: Stock options, restricted stock and performance units 2,444,309 2,647,710 2,953,586 2,261,617 1,407,756 Diluted shares outstanding 131,549,348 126,917,579 123,330,738 119,502,623 116,203,084 Book value per diluted share (a non-GAAP measure) 25.30$ 26.03$ 26.86$ 27.70$ 29.06$

 
CNO Financial Group 38 Operating return measures Management believes that an analysis of net income applicable to common stock before net realized investment gains or losses from sales, impairments and change in allowance for credit losses, net change in market value of investments recognized in earnings, fair value changes due to fluctuations in the interest rates used to discount embedded derivative liabilities related to our fixed index annuities, fair value changes related to the agent deferred compensation plan, loss on extinguishment of debt, changes in the valuation allowance for deferred tax assets and other tax items, loss on extinguishment of debt and other non-operating items consisting primarily of earnings attributable to variable interest entities (“net operating income,” a non-GAAP financial measure) is important to evaluate the financial performance of the Company and is a key measure commonly used in the life insurance industry. Management uses this measure to evaluate performance because the items excluded from net operating income can be affected by events that are unrelated to the Company’s underlying fundamentals. Management also believes that an operating return, excluding significant items, is important as the impact of these items enhances the understanding of our operating results. This non-GAAP financial measure also differs from return on equity because accumulated other comprehensive income (loss) has been excluded from the value of equity used to determine this ratio. Management believes this non-GAAP financial measure is useful because it removes the volatility that arises from changes in accumulated other comprehensive income (loss). Such volatility is often caused by changes in the estimated fair value of our investment portfolio resulting from changes in general market interest rates rather than the business decisions made by management. In addition, our equity includes the value of significant net operating loss carryforwards (included in income tax assets). In accordance with GAAP, these assets are not discounted, and accordingly will not provide a return to shareholders (until after it is realized as a reduction to taxes that would otherwise be paid). Management believes that excluding this value from the equity component of this measure enhances the understanding of the effect these non-discounted assets have on operating returns and the comparability of these measures from period-to-period. Operating return measures are used in measuring the performance of our business units and are used as a basis for incentive compensation. Information Related to Certain Non-GAAP Financial Measures

 
CNO Financial Group 39 The calculations of: (i) operating return on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure); (ii) operating return, excluding significant item, on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure); and (iii) return on equity are as follows: (dollars in millions) (Continued on next page) Information Related to Certain Non-GAAP Financial Measures 2Q21 3Q21 4Q21 1Q22 2Q22 Operating income 362.9$ 343.1$ 365.6$ 341.5$ 352.5$ Operating income, excluding significant items 366.1$ 348.6$ 357.3$ 327.1$ 317.2$ Net income 466.4$ 437.0$ 441.0$ 405.9$ 464.0$ Average common equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) 2,947.7$ 2,995.5$ 3,026.0$ 3,046.7$ 3,069.1$ Average common shareholders' equity 5,114.1$ 5,206.8$ 5,197.4$ 5,023.1$ 4,487.9$ Operating return on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) 12.3% 11.5% 12.1% 11.2% 11.5% Operating return, excluding significant items, on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) 12.4% 11.6% 11.8% 10.7% 10.3% Return on equity 9.1% 8.4% 8.5% 8.1% 10.3% Trailing Twelve Months Ended

 
CNO Financial Group 40 The following summarizes: (i) operating earnings; (ii) significant items; (iii) operating earnings, excluding significant items; and (iv) net income: (dollars in millions) (a) The significant items have been discussed in prior press releases. (Continued on next page) Information Related to Certain Non-GAAP Financial Measures Net operating income Significant items (a) Net operating income, excluding significant items Net operating income, excluding significant items - trailing four quarters Net income Net income - trailing four quarters 3Q20 112.6$ -$ 112.6$ 329.3$ 129.2$ 468.0$ 4Q20 86.0 (6.4) 79.6 338.2 111.8 301.8 1Q21 75.2 6.1 81.3 335.2 147.4 470.4 2Q21 89.1 3.5 92.6 366.1 78.0 466.4 3Q21 92.8 2.3 95.1 348.6 99.8 437.0 4Q21 108.5 (20.2) 88.3 357.3 115.8 441.0 1Q22 51.1 - 51.1 327.1 112.3 405.9 2Q22 100.1 (17.4) 82.7 317.2 136.1 464.0

 
CNO Financial Group 41 The calculations of: (i) operating return on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure); (ii) operating return, excluding significant item, on equity, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure); and (iii) return on equity are as follows: (dollars in millions) (Continued on next page) Information Related to Certain Non-GAAP Financial Measures 2Q21 3Q21 4Q21 1Q22 2Q22 Pre-tax operating earnings (a non-GAAP financial measure) 468.6$ 442.6$ 470.6$ 441.7$ 455.8$ Income tax expense (105.7) (99.5) (105.0) (100.2) (103.3) Operating return 362.9 343.1 365.6 341.5 352.5 Non-operating items: Net realized investment gains (losses) from sales and impairments, net of related amortization 48.2 42.7 34.8 24.1 (26.3) Net change in market value of investments recognized in earnings 13.8 0.7 (17.4) (36.5) (63.9) Fair value changes in embedded derivative liabilities, net of related amortization 51.9 64.4 67.2 75.9 200.5 Fair value changes and amendment related to the agent deferred compensation plan 10.1 10.1 8.9 18.4 32.4 Other 8.9 2.6 3.6 3.4 2.3 Non-operating income before taxes 132.9 120.5 97.1 85.3 145.0 Income tax expense on non-operating income (29.4) (26.6) (21.7) (20.9) (33.5) Net non-operating income 103.5 93.9 75.4 64.4 111.5 Net income 466.4$ 437.0$ 441.0$ 405.9$ 464.0$ Twelve Months Ended

 
CNO Financial Group 42 A reconciliation of consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) to common shareholders’ equity, is as follows: (dollars in millions) Information Related to Certain Non-GAAP Financial Measures 1Q19 2Q19 3Q19 4Q19 Consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) 2,703.4$ 2,702.9$ 2,685.0$ 2,761.9$ Net operating loss carryforwards 479.6 451.1 425.4 542.6 Accumulated other comprehensive income 654.9 1,098.2 1,442.9 1,372.5 Common shareholders' equity 3,837.9$ 4,252.2$ 4,553.3$ 4,677.0$ 1Q20 2Q20 3Q20 4Q20 Consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) 2,701.2$ 2,784.2$ 2,905.1$ 2,956.2$ Net operating loss carryforwards 469.4 426.8 377.2 341.9 Accumulated other comprehensive income 595.2 1,520.2 1,801.6 2,186.1 Common shareholders' equity 3,765.8$ 4,731.2$ 5,083.9$ 5,484.2$ 1Q21 2Q21 3Q21 4Q21 Consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) 3,019.5$ 3,035.6$ 3,036.3$ 3,068.9$ Net operating loss carryforwards 323.1 292.9 266.9 243.7 Accumulated other comprehensive income 1,518.1 1,995.5 1,929.7 1,947.1 Common shareholders' equity 4,860.7$ 5,324.0$ 5,232.9$ 5,259.7$ 1Q22 2Q22 Consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) 3,072.2$ 3,162.3$ Net operating loss carryforwards 238.2 214.7 Accumulated other comprehensive income (loss) 380.5 (1,165.0) Common shareholders' equity 3,690.9$ 2,212.0$

 
CNO Financial Group 43 A reconciliation of consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) to common shareholders’ equity, is as follows: (dollars in millions) Information Related to Certain Non-GAAP Financial Measures 2Q21 3Q21 4Q21 1Q22 2Q22 Consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) 2,947.7$ 2,995.5$ 3,026.0$ 3,046.7$ 3,069.1$ Net operating loss carryforwards 350.5 320.0 293.9 271.0 250.7 Accumulated other comprehensive income 1,815.9 1,891.3 1,877.5 1,705.4 1,168.1 Common shareholders' equity 5,114.1$ 5,206.8$ 5,197.4$ 5,023.1$ 4,487.9$ Trailing Four Quarter Average

 
CNO Financial Group 44 Debt to capital ratio, excluding accumulated other comprehensive income (loss) The debt to capital ratio, excluding accumulated other comprehensive income (loss), differs from the debt to capital ratio because accumulated other comprehensive income (loss) has been excluded from the value of capital used to determine this measure. Management believes this non-GAAP financial measure is useful because it removes the volatility that arises from changes in accumulated other comprehensive income (loss). Such volatility is often caused by changes in the estimated fair value of our investment portfolio resulting from changes in general market interest rates rather than the business decisions made by management. A reconciliation of these ratios is as follows: (dollars in millions) Information Related to Certain Non-GAAP Financial Measures 4Q20 1Q21 2Q21 3Q21 4Q21 1Q22 2Q22 Corporate notes payable 1,136.2$ 1,136.6$ 1,136.9$ 1,137.0$ 1,137.3$ 1,137.6$ 1,138.0$ Total shareholders' equity 5,484.2 4,860.7 5,324.0 5,232.9 5,259.7 3,690.9 2,212.0 Total capital 6,620.4$ 5,997.3$ 6,460.9$ 6,369.9$ 6,397.0$ 4,828.5$ 3,350.0$ Corporate debt to capital 17.2% 19.0% 17.6% 17.8% 17.8% 23.6% 34.0% Corporate notes payable 1,136.2$ 1,136.6$ 1,136.9$ 1,137.0$ 1,137.3$ 1,137.6$ 1,138.0$ Total shareholders' equity 5,484.2 4,860.7 5,324.0 5,232.9 5,259.7 3,690.9 2,212.0 Less accumulated other comprehensive income (2,186.1) (1,518.1) (1,995.5) (1,929.7) (1,947.1) (380.5) 1,165.0 Total capital 4,434.3$ 4,479.2$ 4,465.4$ 4,440.2$ 4,449.9$ 4,448.0$ 4,515.0$ Debt to total capital ratio, excluding AOCI (a non-GAAP financial measure) 25.6% 25.4% 25.5% 25.6% 25.6% 25.6% 25.2%