CNO Financial Group(CNO) - 2025 Q2 - Quarterly Report

PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. This section presents the unaudited consolidated financial statements of CNO Financial Group, Inc. and its subsidiaries, including the balance sheet, statements of operations, comprehensive income, shareholders' equity, and cash flows, along with detailed notes explaining the company's business, accounting policies, investments, liabilities, and other financial aspects for the periods ended June 30, 2025, and December 31, 2024 Consolidated Balance Sheet The consolidated balance sheet shows a slight decrease in total assets and liabilities, while shareholders' equity saw a marginal increase from December 31, 2024, to June 30, 2025. Notable changes include an increase in fixed maturities and mortgage loans, alongside a significant decrease in unrestricted cash and cash equivalents Consolidated Balance Sheet Highlights (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Total assets | $37,329.1 | $37,849.3 | $(520.2) | | Total liabilities | $34,806.4 | $35,334.1 | $(527.7) | | Total shareholders' equity | $2,522.7 | $2,515.2 | $7.5 | | Fixed maturities, available for sale | $23,047.0 | $22,730.1 | $316.9 | | Mortgage loans | $2,834.3 | $2,506.3 | $328.0 | | Cash and cash equivalents - unrestricted | $766.0 | $1,656.7 | $(890.7) | | Notes payable – direct corporate obligations | $1,334.7 | $1,833.5 | $(498.8) | Consolidated Statement of Operations The company experienced a decrease in net income and diluted EPS for both the three and six months ended June 30, 2025, compared to the prior year. Total revenues increased in the three-month period but decreased over six months, while total benefits and expenses rose in both periods Consolidated Statement of Operations Highlights (Dollars in millions, except per share data) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total revenues | $1,151.5 | $1,066.2 | $2,155.6 | $2,222.7 | | Total benefits and expenses | $1,033.5 | $915.6 | $2,009.8 | $1,925.9 | | Net income | $91.8 | $116.3 | $113.3 | $228.6 | | Diluted EPS | $0.91 | $1.06 | $1.11 | $2.08 | Consolidated Statement of Comprehensive Income (Loss) Comprehensive income decreased for both the three and six months ended June 30, 2025, compared to the prior year. However, the six-month period saw a significant positive shift in unrealized gains (losses) on investments, moving from a substantial loss in 2024 to a gain in 2025 Consolidated Statement of Comprehensive Income (Loss) Highlights (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income | $91.8 | $116.3 | $113.3 | $228.6 | | Unrealized gains (losses) on investments | $(11.4) | $(217.1) | $218.0 | $(331.7) | | Comprehensive income | $78.2 | $132.3 | $232.0 | $341.1 | Consolidated Statement of Shareholders' Equity Shareholders' equity slightly increased from December 31, 2024, to June 30, 2025, primarily driven by retained earnings and a reduction in accumulated other comprehensive loss, despite significant common stock repurchases and dividend payments Consolidated Statement of Shareholders' Equity Highlights (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Total shareholders' equity | $2,522.7 | $2,515.2 | $7.5 | | Retained earnings | $2,333.0 | $2,253.1 | $79.9 | | Accumulated other comprehensive loss | $(1,252.7) | $(1,371.4) | $118.7 | | Common stock repurchased (6 months) | $(199.9) | $(100.0) (6 months 2024) | $(99.9) | | Dividends on common stock (6 months) | $(33.4) | $(33.9) (6 months 2024) | $0.5 | Consolidated Statement of Cash Flows Operating cash flows increased significantly for the six months ended June 30, 2025, compared to the prior year. However, financing activities shifted from a net cash provider to a significant user, leading to a substantial net decrease in cash and cash equivalents Consolidated Statement of Cash Flows Highlights (Dollars in millions) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net cash provided by operating activities | $282.2 | $205.5 | $76.7 | | Net cash used by investing activities | $(660.4) | $(1,169.5) | $509.1 | | Net cash provided (used) by financing activities | $(803.5) | $1,067.1 | $(1,870.6) | | Net increase (decrease) in cash and cash equivalents | $(1,181.7) | $103.1 | $(1,284.8) | | Cash and cash equivalents, end of period | $816.0 | $992.1 | $(176.1) | Notes to Consolidated Financial Statements These notes provide detailed explanations and breakdowns of the financial statements, covering the company's business, significant accounting policies, investment portfolio, fair value measurements, insurance liabilities, deferred costs, earnings per share, segment performance, derivatives, reinsurance, income taxes, debt obligations, shareholders' equity, litigation, and investments in variable interest entities 1. BUSINESS, BASIS OF PRESENTATION, AND SIGNIFICANT ACCOUNTING POLICIES CNO Financial Group, Inc. operates as a holding company for insurance subsidiaries, focusing on health, annuity, and life insurance products for middle-income pre-retiree and retired Americans. The company adopted ASU 2023-07 retrospectively, with no material impact on financial position or results, and anticipates no material impact from recently issued ASUs 2024-03 and 2023-09. Prior period financial statements were revised to correct immaterial errors related to market risk benefits and policyholder account balances - CNO Financial Group, Inc. is a holding company for insurance companies that develop, market, and administer health insurance, annuity, individual life insurance, and other insurance and financial services products[21] - The company focuses on serving middle-income pre-retiree and retired Americans through exclusive agents, independent producers, and direct marketing[22] - ASU 2023-07 (Segment Reporting) was adopted effective January 1, 2024, retrospectively, with no impact on financial position or results of operations[27] - Immaterial errors related to market risk benefits, policyholder account balances, and investment classifications were corrected, resulting in revisions to prior period consolidated financial statements[30][33][34] 2. INVESTMENTS The company classifies fixed maturity securities as available-for-sale or trading, with a detailed process for assessing credit losses. Gross unrealized losses on fixed maturities decreased, while allowances for credit losses on both fixed maturities and mortgage loans increased. Total investment losses for the six months ended June 30, 2025, were higher than the prior year - Fixed maturity securities are classified as 'available for sale' (fair value, unrealized G/L in shareholders' equity) or 'trading' (fair value, G/L in net investment income or investment gains/losses)[39][40] Fixed Maturities, Available for Sale (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Amortized cost | $25,228.8 | $25,151.0 | $77.8 | | Estimated fair value | $23,047.0 | $22,730.1 | $316.9 | | Gross unrealized losses | $(2,339.8) | $(2,531.1) | $191.3 | | Allowance for credit losses | $(39.1) | $(37.1) | $(2.0) | Mortgage Loans and Allowance for Credit Losses (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Mortgage loans (net) | $2,834.3 | $2,506.3 | $328.0 | | Allowance for credit losses (end of period) | $21.1 | $13.6 | $7.5 | Total Investment Gains (Losses) (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total investment gains (losses) | $(18.4) | $(17.2) | $(25.2) | $(9.4) | 3. FAIR VALUE MEASUREMENTS The company categorizes financial instruments into a three-level fair value hierarchy based on input observability. The majority of assets carried at fair value utilize Level 2 inputs. Level 3 assets and liabilities, which rely on significant unobservable inputs and management assumptions, include certain fixed maturities, equity securities, market risk benefit liabilities, and embedded derivatives related to fixed indexed annuities - Fair value measurements are categorized into a three-level hierarchy: Level 1 (unadjusted quoted prices in active markets), Level 2 (observable inputs for similar assets/liabilities), and Level 3 (unobservable inputs and management assumptions)[73][74] - The vast majority of assets carried at fair value use Level 2 inputs, primarily obtained from independent pricing services[75] Level 3 Assets and Liabilities at Fair Value (Dollars in millions) | Category | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Assets: | | | | Fixed maturities, available for sale | $454.6 | $155.9 | | Equity securities | $94.4 | $73.4 | | Other invested assets | $2.6 | $95.4 | | Liabilities: | | | | Market risk benefit liability | $63.8 | $60.0 | | Embedded derivatives related to fixed indexed annuity products | $1,502.4 | $1,471.6 | - Significant unobservable inputs for Level 3 valuations include discount margins, percentage of recovery expected, EBITDA multiples, surrender rates, utilization rates, projected portfolio yields, and discount rates[105][106][108] 4. LIABILITIES FOR INSURANCE PRODUCTS The company's insurance liabilities, including future policy benefits and policyholder account balances, are determined based on various actuarial assumptions. The market risk benefit (MRB) liability for fixed indexed annuities increased slightly. Weighted average interest and crediting rates vary across different product lines, reflecting the diverse nature of the insurance portfolio - The liability for future policy benefits is determined based on numerous assumptions, including mortality, lapse/withdrawal rates, morbidity, and future rate increases, considering both company and industry experience[115] Key Insurance Liabilities (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Future policy benefits | $11,787.7 | $11,705.5 | $82.2 | | Market risk benefit liability | $63.8 | $60.0 | $3.8 | | Policyholder account balances | $17,609.0 | $17,594.2 | $14.8 | Weighted Average Interest Rates for Future Policy Benefits | Product Line | June 30, 2025 (Current Discount Rate) | June 30, 2024 (Current Discount Rate) | | :-------------------- | :------------------------------------ | :------------------------------------ | | Other annuities | 5.50 % | 5.36 % | | Supplemental health | 5.45 % | 5.58 % | | Medicare supplement | 5.09 % | 5.44 % | | Long-term care | 5.53 % | 5.63 % | | Traditional life | 5.49 % | 5.60 % | Weighted Average Crediting Rates for Policyholder Account Balances | Product Line | June 30, 2025 | June 30, 2024 | | :-------------------- | :------------ | :------------ | | Fixed indexed annuities | 2.2 % | 2.0 % | | Fixed interest annuities | 2.9 % | 2.8 % | | Other annuities | 2.7 % | 2.5 % | | Interest sensitive life | 5.3 % | 4.7 % | | Funding agreements | 4.1 % | 2.6 % | | Other | 0.8 % | 0.7 % | 5. DEFERRED ACQUISITION COSTS, PRESENT VALUE OF FUTURE PROFITS AND SALES INDUCEMENTS Deferred acquisition costs (DAC) and sales inducements increased from December 31, 2024, to June 30, 2025, reflecting new business capitalizations. The present value of future profits (PVFP) slightly decreased over the same period Deferred Acquisition Costs (DAC) (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Deferred acquisition costs (end of period) | $2,121.2 | $2,025.4 | $95.8 | | Capitalizations (6 months) | $212.5 | $187.7 (6 months 2024) | $24.8 | | Amortization expense (6 months) | $(116.7) | $(104.3) (6 months 2024) | $(12.4) | Present Value of Future Profits (PVFP) (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Present value of future profits (end of period) | $152.1 | $161.0 | $(8.9) | | Amortization expense (6 months) | $(8.9) | $(10.3) (6 months 2024) | $1.4 | Sales Inducements (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Sales inducements (end of period) | $155.1 | $133.2 | $21.9 | | Capitalizations (6 months) | $32.3 | $26.7 (6 months 2024) | $5.6 | | Amortization expense (6 months) | $(10.4) | $(7.3) (6 months 2024) | $(3.1) | 6. EARNINGS PER SHARE Diluted earnings per share decreased significantly for the six months ended June 30, 2025, compared to the prior year, primarily due to lower net income. The weighted average shares outstanding for diluted EPS also decreased, reflecting the company's share repurchase program Earnings Per Common Share (6 Months Ended June 30) | Metric | 2025 | 2024 | Change | | :----------------------------------- | :--- | :--- | :----- | | Net income (dollars in millions) | $113.3 | $228.6 | $(115.3) | | Weighted average shares outstanding for diluted EPS (in thousands) | 101,728 | 110,052 | $(8,324) | | Diluted EPS | $1.11 | $2.08 | $(0.97) | 7. BUSINESS SEGMENTS CNO operates through Annuity, Health, Life, Investment, and Fee Income segments, with marketing handled by Consumer and Worksite Divisions. Net operating income slightly decreased for the six months ended June 30, 2025, compared to the prior year, with varied performance across product lines. Annuity and Fee Income margins decreased, while Health and Life margins saw slight increases - The company's operations are viewed as three insurance product line segments (annuity, health, and life) and the investment and fee income segments, with the Chief Executive Officer as the Chief Operating Decision Maker (CODM)[147] - Products are marketed through the Consumer Division (individual consumers via phone, virtual, online, agents) and the Worksite Division (voluntary benefits in the workplace)[150][151][152] Segment Operating Results (6 Months Ended June 30, Dollars in millions) | Metric | 2025 | 2024 | Change | | :----------------------------------- | :--- | :--- | :----- | | Net operating income | $168.6 | $172.1 | $(3.5) | | Total insurance product margin | $501.3 | $504.7 | $(3.4) | | Annuity margin | $109.3 | $128.1 | $(18.8) | | Health margin | $260.2 | $258.9 | $1.3 | | Life margin | $131.8 | $117.7 | $14.1 | | Fee income margin | $0.0 | $12.1 | $(12.1) | | Investment income not allocated to product lines | $71.8 | $57.1 | $14.7 | Segment Balance Sheet Information (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Total assets | $37,329.1 | $37,849.3 | $(520.2) | | Total liabilities | $34,806.4 | $35,334.1 | $(527.7) | 8. DERIVATIVES The company uses freestanding and embedded derivatives, primarily fixed indexed call options and embedded derivatives related to fixed indexed annuities, which are held at fair value. The notional amount of these options increased, while the net pre-tax impact from derivatives shifted to a significant loss for the six months ended June 30, 2025. Counterparty risk is managed through diversification with highly-rated entities - The company's fixed indexed annuity products include embedded derivatives, which are recorded at estimated fair value and typically hedged with purchased call options[165] Derivative Instruments (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Fixed indexed call options (assets) | $210.4 | $279.0 | $(68.6) | | Embedded derivatives related to fixed indexed annuities (liabilities) | $1,502.4 | $1,471.6 | $30.8 | | Notional amount of options | $4,300.0 | $4,200.0 | $100.0 | Net Pre-Tax Impact from Derivative Instruments (Dollars in millions) | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | Change | | :----------------------------------- | :--------------------------- | :--------------------------- | :----- | | Net pre-tax impact | $(35.1) | $101.1 | $(136.2) | - Counterparty risk is limited by diversifying among several counterparties, all rated 'A' or higher by S&P[169] 9. REINSURANCE Both ceded premiums and reinsurance recoveries decreased for the six months ended June 30, 2025, compared to the prior year. Reinsurance premiums assumed also saw a slight decrease Reinsurance Activity (6 Months Ended June 30, Dollars in millions) | Metric | 2025 | 2024 | Change | | :----------------------------------- | :--- | :--- | :----- | | Ceded premiums and other costs | $84.3 | $92.6 | $(8.3) | | Reinsurance recoveries | $178.6 | $195.6 | $(17.0) | | Reinsurance premiums assumed | $7.3 | $7.9 | $(0.6) | 10. INCOME TAXES Total income tax expense and the effective tax rate decreased for the six months ended June 30, 2025. Net deferred tax assets slightly decreased, while state net operating loss (NOL) carryforwards significantly increased due to a tax method change. The company is assessing the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) Income Tax Expense and Effective Tax Rate (6 Months Ended June 30, Dollars in millions) | Metric | 2025 | 2024 | Change | | :----------------------------------- | :--- | :--- | :----- | | Total income tax expense | $32.5 | $68.2 | $(35.7) | | Effective tax rate | 22.3 % | 23.0 % | (0.7) % | Deferred Tax Assets and NOLs (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Net deferred tax assets | $725.0 | $786.6 | $(61.6) | | Total federal NOLs | $1,090.6 | $1,084.0 | $6.6 | | State NOLs | $42.1 | $4.4 | $37.7 | - The company recharacterized $800 million of capitalized indirect costs to a net operating loss carryforward with no expiration date, following IRS approval of a tax method change[176] - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, and the company is currently assessing its impact on consolidated financial statements[186] 11. NOTES PAYABLE - DIRECT CORPORATE OBLIGATIONS Direct corporate obligations decreased significantly from December 31, 2024, to June 30, 2025, primarily due to the repayment of Senior Notes due May 2025. The company also entered into a new $250 million Credit Agreement with a maturity date of May 8, 2030 Direct Corporate Obligations (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Direct corporate obligations | $1,334.7 | $1,833.5 | $(498.8) | | 5.250% Senior Notes due May 2025 | $0.0 | $500.0 | $(500.0) | - The company repaid its Senior Notes due May 2025 using proceeds from the issuance of Senior Notes due June 2034[188] - A new $250 million Credit Agreement was entered into on May 8, 2025, maturing on May 8, 2030, with no amounts outstanding as of June 30, 2025[189] 12. INVESTMENT BORROWINGS The company's insurance subsidiaries utilize collateralized borrowings from the Federal Home Loan Bank (FHLB), totaling $2.4 billion as of June 30, 2025. These borrowings are used to purchase matched variable rate fixed maturity securities, and interest expense on these borrowings decreased for the six months ended June 30, 2025, due to lower variable interest rates - Three of the company's insurance subsidiaries are members of the FHLB, allowing them to borrow on a collateralized basis[190] - As of June 30, 2025, collateralized borrowings from the FHLB totaled $2.4 billion, backed by investments with an estimated fair value of $3.3 billion[190] Interest Expense on FHLB Borrowings (6 Months Ended June 30, Dollars in millions) | Metric | 2025 | 2024 | Change | | :----------------------------------- | :--- | :--- | :----- | | Interest expense | $53.7 | $62.8 | $(9.1) | 13. SHAREHOLDERS' EQUITY The company repurchased 5.1 million shares for $199.9 million during the first six months of 2025, with $540.4 million remaining repurchase authority. Dividends declared totaled $33.4 million, with the quarterly common stock dividend increasing to $0.17 per share. Accumulated other comprehensive loss decreased, reflecting improved net unrealized losses on investments - During the first six months of 2025, the company repurchased 5.1 million shares of common stock for $199.9 million[194] - As of June 30, 2025, the company had remaining repurchase authority of $540.4 million[194] - Dividends declared on common stock totaled $33.4 million for the first six months of 2025, with the quarterly dividend increasing to $0.17 per share[195] Accumulated Other Comprehensive Loss (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Accumulated other comprehensive loss | $(1,252.7) | $(1,371.4) | $118.7 | | Net unrealized losses on investments | $(836.1) | $(1,281.6) | $445.5 | 14. LITIGATION AND OTHER LEGAL PROCEEDINGS The company is involved in various legal actions, including purported class actions, with claims for substantial damages. While the ultimate liability is difficult to predict, management does not believe it will have a material adverse effect on the company's financial condition. Key ongoing cases include the Platinum Partners Value Arbitrage Fund L.P. suit (trial April 2026) and Burnett v. Conseco Life Ins. Co. (jury verdict for class representatives, alter ego trial August 2025). Regulatory investigations are also ongoing - The company is involved in various legal actions, some filed as purported class actions, with claims for compensatory and punitive damages[196] - Management believes it is not probable that the ultimate liability from pending or threatened legal actions will have a material adverse effect on the company's consolidated financial condition, operating results, or cash flows[196] - In the Burnett v. Conseco Life Ins. Co. case, a jury returned a verdict of approximately $0.2 million collectively for two class representatives, with an alter ego liability bench trial scheduled for August 12, 2025[199] - The company is subject to various examinations, inquiries, and information requests from state, federal, and other authorities related to regulatory investigations[201] 15. CONSOLIDATED STATEMENT OF CASH FLOWS This note provides a reconciliation of net income to net cash from operating activities, showing an increase in net cash provided by operating activities for the six months ended June 30, 2025, compared to the prior year Reconciliation of Net Income to Net Cash from Operating Activities (6 Months Ended June 30, Dollars in millions) | Metric | 2025 | 2024 | Change | | :----------------------------------- | :--- | :--- | :----- | | Net income | $113.3 | $228.6 | $(115.3) | | Amortization and depreciation | $156.6 | $141.9 | $14.7 | | Insurance liabilities | $265.7 | $222.4 | $43.3 | | Net cash from operating activities | $282.2 | $205.5 | $76.7 | 16. INVESTMENTS IN VARIABLE INTEREST ENTITIES The company consolidates certain collateralized loan trusts (VIEs) where it is the primary beneficiary. Investments held by these VIEs decreased, as did related borrowings. The investment portfolios primarily consist of below-investment grade commercial bank loans. The VIEs recognized net investment losses for the six months ended June 30, 2025, and the company also holds passive investments in other structured securities issued by VIEs where it is not the primary beneficiary - The company consolidates certain collateralized loan trusts (VIEs) where it is the primary beneficiary, with assets held by these trusts legally isolated from the company[205][206] VIE Assets and Liabilities (Dollars in millions) | Metric | June 30, 2025 | December 31, 2024 | Change | | :----------------------------------- | :------------ | :---------------- | :----- | | Investments held by VIEs | $376.9 | $433.8 | $(56.9) | | Borrowings related to VIEs | $352.8 | $497.6 | $(144.8) | - The investment portfolios held by the VIEs are primarily comprised of commercial bank loans to corporate obligors, almost entirely rated below-investment grade[209] VIE Net Investment Losses (6 Months Ended June 30, Dollars in millions) | Metric | 2025 | 2024 | Change | | :----------------------------------- | :--- | :--- | :----- | | Net investment losses | $(4.4) | $(5.7) | $1.3 | - The company held $477.2 million in passive investments in structured securities issued by VIEs where it is not the primary beneficiary, with unfunded commitments totaling $728.8 million as of June 30, 2025[218][219] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS. This section provides management's perspective on the company's financial condition and operating results, highlighting key performance indicators, segment-specific trends, and the 2025 outlook. It also details liquidity, capital resources, investment strategies, and the impact of variable interest entities, along with cautionary statements regarding forward-looking information CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This section advises readers that the report contains forward-looking statements, which are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. These risks include general economic conditions, market fluctuations, investment results, litigation outcomes, regulatory changes, and the impact of new technologies like AI - Forward-looking statements are identified by terms such as 'anticipate,' 'believe,' 'plan,' 'expect,' and similar words, and are subject to risks and uncertainties[221] - Key risks include general economic, market, and political conditions, interest rate volatility, future investment results, litigation outcomes, regulatory changes, and the impact of AI technologies[221][222] OVERVIEW CNO Financial Group is a holding company focused on health, annuity, and life insurance products for middle-income pre-retiree and retired Americans, distributed through Consumer and Worksite Divisions. Operations are segmented into Annuity, Health, Life, Investment, and Fee Income, with profitability assessed using insurance product margin and other metrics. The company acknowledges ongoing financial and economic uncertainties impacting market conditions - CNO Financial Group serves middle-income pre-retiree and retired Americans with health, annuity, and life insurance products[226] - The company's operations are segmented into Annuity, Health, Life, Investment, and Fee Income, with performance assessed by insurance product margin and other metrics[227][228][229] - Products are marketed through the Consumer Division (individual consumers) and the Worksite Division (voluntary benefits in the workplace)[230][231][232] GOVERNMENTAL REGULATION This section refers to the company's 2024 Annual Report on Form 10-K and the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, for information on insurance and other governmental regulatory matters - Information on governmental regulation is incorporated by reference from the 2024 Annual Report on Form 10-K and the Quarterly Report on Form 10-Q for Q1 2025[240] CRITICAL ACCOUNTING ESTIMATES This section refers to the company's 2024 Annual Report on Form 10-K for information on critical accounting estimates used in preparing consolidated financial statements - Information on critical accounting estimates is incorporated by reference from the 2024 Annual Report on Form 10-K[241] RESULTS OF OPERATIONS Operating results for the six months ended June 30, 2025, show a slight decrease in net operating income compared to the prior year. Annuity and Fee Income margins declined, while Health and Life margins improved. Investment income not allocated to product lines increased, and non-operating income shifted to a loss, primarily due to fair value changes in embedded derivatives and market risk benefits General CNO is a holding company for insurance firms, segmenting operations by product lines (annuity, health, life) and distributing through Consumer and Worksite Divisions. Profitability is measured by insurance product margin, which includes policy income, allocated investment income, and various expenses - CNO's operations are segmented by insurance product lines (annuity, health, life) and distributed through Consumer and Worksite Divisions[244] - Insurance product margin is the key profitability measure for product lines, encompassing insurance policy income, allocated investment income, and various expenses[245] Summary of Operating Results Net operating income slightly decreased for the first six months of 2025 compared to 2024, while operating return on equity (ROE) is on target for a 50 basis point improvement. Total insurance product margin saw a minor decrease, and total net investment income increased, driven by higher yields Net Operating Income (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net operating income | $87.5 | $114.6 | $168.6 | $172.1 | - Operating ROE is on target for an approximate 50 basis point improvement from the 2024 run rate ratio of 10 percent[248] Total Insurance Product Margin (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Total insurance product margin | $252.4 | $275.1 | $501.3 | $504.7 | - Total net investment income increased 8 percent to $601.5 million in the first six months of 2025, reflecting higher yields (in excess of 6 percent over the past 10 quarters)[250][251] Net Fee Income (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net fee income | $0.8 | $0.8 | $0.0 | $12.1 | Margin from Annuity Products Annuity margin decreased for both the three and six months ended June 30, 2025, primarily due to favorable market risk benefit (MRB) movement in the prior year, partially offset by block growth. Fixed indexed annuities saw increased spread income from block growth, while other annuities experienced a significant margin decrease due to higher annuitant mortality in the prior year Annuity Margin (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Margin from fixed indexed annuities | $45.4 | $49.9 | $89.9 | $93.3 | | Margin from fixed interest annuities | $8.0 | $8.7 | $16.1 | $16.3 | | Margin from other annuities | $1.4 | $17.5 | $3.3 | $18.5 | | Total annuity margin | $54.8 | $76.1 | $109.3 | $128.1 | - The decrease in fixed indexed annuity margins is primarily due to favorable MRB movement in Q2 2024, partially offset by block growth and increased spread income[257] - Margin from other annuities significantly decreased due to annuitant mortality on five large policies in a closed block of payout annuities in Q2 2024, which reduced insurance policy benefits[260] Margin from Health Products Supplemental health margin increased due to business growth, maintaining a stable margin-to-income ratio. Medicare supplement margin decreased due to modestly unfavorable claims in 2025 compared to favorable experience in 2024. Long-term care margin increased, driven by growth in short-duration products and the company's decision to retain 100% of new long-term care business Health Margin (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Margin from supplemental health | $68.6 | $65.1 | $134.2 | $130.5 | | Margin from Medicare supplement | $28.2 | $35.5 | $56.3 | $62.0 | | Margin from long-term care | $37.2 | $35.3 | $69.7 | $66.4 | | Total health margin | $134.0 | $135.9 | $260.2 | $258.9 | - Supplemental health margin increased, reflecting growth in the business, with a stable margin/insurance policy income ratio of 36-37%[262] - Medicare supplement margin decreased due to modestly unfavorable claims in Q2 2025 compared to favorable claim experience in Q2 2024[264] - Long-term care margin increased due to growth from sales of short-duration products and the company retaining 100% of new long-term care business since October 1, 2024[266] Margin from Life Products Interest-sensitive life margin slightly decreased due to higher insurance policy benefits. Traditional life margin increased, benefiting from a model refinement in Q1 2025 and lower advertising expenses. The company actively manages marketing expenditures based on economic factors Life Margin (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Margin from interest-sensitive life | $21.9 | $23.9 | $46.0 | $46.4 | | Margin from traditional life | $41.7 | $39.2 | $85.8 | $71.3 | | Total life margin | $63.6 | $63.1 | $131.8 | $117.7 | - Interest-sensitive life margin decreased due to higher insurance policy benefits[268] - Traditional life margin increased, including a $6.8 million model refinement in Q1 2025 and lower advertising expense[271][272] - Advertising expense decreased to $39.9 million for the first six months of 2025, down from $45.5 million in the comparable period in 2024, reflecting disciplined marketing expenditures[273] Collected Premiums From Annuity and Interest-Sensitive Life Products Collected premiums from annuity and interest-sensitive life products increased by 14.1% for the first six months of 2025 compared to the prior year, primarily driven by higher premium collections from fixed indexed annuity products Collected Premiums (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Annuities | $520.5 | $439.1 | $962.5 | $832.4 | | Interest-sensitive life | $63.6 | $61.3 | $126.5 | $121.8 | | Total collected premiums | $584.1 | $500.4 | $1,089.0 | $954.2 | - Total collected premiums from annuity and interest-sensitive life products increased by 14.1% for the first six months of 2025, primarily due to higher premium collections from fixed indexed annuity products[274] Investment Income Not Allocated to Product Lines Investment income not allocated to product lines increased for the first six months of 2025 compared to the prior year, primarily due to a loss on alternative investments in Q1 2024. However, it decreased in the second quarter of 2025 due to lower option forfeitures, tighter FHLB spreads, and higher interest expense Investment Income Not Allocated to Product Lines (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Investment income not allocated to product lines | $33.8 | $44.8 | $71.8 | $57.1 | - The increase in investment income not allocated to products for the first six months of 2025 was primarily due to a loss on alternative investments in Q1 2024[276] - The decrease in Q2 2025 was attributed to lower option forfeitures, tighter FHLB program spreads, and higher interest expense on increased average debt outstanding[276] Net Non-Operating Income (Loss) Net non-operating income shifted to a significant loss for the first six months of 2025, compared to a gain in the prior year. This change was primarily driven by a substantial decrease in the fair value of embedded derivative liabilities and market risk benefits, influenced by declining interest rates Net Non-Operating Income (Loss) Before Taxes (Dollars in millions) | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :----------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net non-operating income (loss) before taxes | $5.7 | $2.0 | $(71.1) | $73.4 | | Changes in fair value of embedded derivative liabilities and market risk benefits | $25.2 | $16.8 | $(44.4) | $80.8 | - The significant shift to a net non-operating loss in the first six months of 2025 was primarily due to changes in the fair value of embedded derivative liabilities and market risk benefits, influenced by declining interest rates[281] - Other non-operating items included $3.2 million of expense related to the TechMod project and a $2.0 million reduction in the allowance for credit losses on reinsurance[282] 2025 OUTLOOK The company reaffirms its 2025 guidance, expecting operating EPS between $3.70 and $3.90, with an improved expense ratio of 19.0% to 19.2%. It anticipates increased net investment income not allocated to product lines and $200 million to $250 million in excess cash flow to the holding company. The company targets a consolidated RBC ratio of 375% and a debt-to-total capital ratio of 25% to 28%, alongside a 50 basis point improvement in operating ROE. The three-year TechMod technology modernization project, costing approximately $170 million, will have most expenses excluded from operating earnings - Operating earnings per diluted share are expected to be in the range of $3.70 to $3.90[284] - The expected expense ratio has been lowered to a range of 19.0% to 19.2%, reflecting better operating leverage[283] - Excess cash flow to the holding company is projected to be in the range of $200 million to $250 million[285] - Key financial targets include a consolidated RBC ratio of 375% for U.S. insurance subsidiaries and a target debt to total capital (excluding AOCI) in the range of 25% to 28%[285] - The company expects to improve run rate operating ROE by 50 basis points in 2025, from a 10% run rate in 2024[286] - The TechMod project, a three-year technology modernization initiative costing approximately $170 million ($45 million in 2025), will have most expenses excluded from operating earnings[287] LIQUIDITY AND CAPITAL RESOURCES The company's capital structure shows a reduction in corporate debt and an increase in shareholders' equity. Liquidity for insurance operations is supported by cash flows and FHLB borrowings, while holding company liquidity is above target. Financial strength ratings for insurance subsidiaries remain stable, and the company actively manages capital deployment, including share repurchases and increased dividends Liquidity for Insurance Operations Insurance operations maintain liquidity through premium collections, investment income, and FHLB borrowings, which totaled $2.4 billion as of June 30, 2025. The company also utilizes a Funding Agreement Backed Note (FABN) program. Regulatory restrictions apply to dividend payments from insurance subsidiaries, and the consolidated statutory RBC ratio was 378% at June 30, 2025, exceeding the target of 375% - Insurance companies receive adequate cash flows from premium collections and investment income to meet obligations[290] - Collateralized borrowings from the FHLB totaled $2.4 billion at June 30, 2025, used to purchase matched variable rate fixed maturity securities[291] - The aggregate principal amount of funding agreements outstanding under the FABN program was $2.6 billion at June 30, 2025[292] - The estimated consolidated statutory RBC ratio of U.S. based insurance subsidiaries was 378% at June 30, 2025, exceeding the target of 375%[295] Financial Strength Ratings of our Insurance Subsidiaries The company's primary insurance subsidiaries maintain stable financial strength ratings from major agencies: S&P (A-), Moody's (A3), AM Best (A), and Fitch (A). These ratings reflect the agencies' opinions on the ability to meet policyholder obligations, with stable outlooks across the board - S&P affirmed 'A-' financial strength ratings for primary insurance subsidiaries on June 24, 2025, with a stable outlook[299] - Moody's affirmed 'A3' financial strength ratings for primary insurance subsidiaries on June 18, 2025, with a stable outlook[300] - AM Best affirmed 'A' financial strength ratings for primary insurance subsidiaries on February 26, 2025, with a stable outlook[301] - Fitch affirmed 'A' financial strength ratings for primary insurance subsidiaries on October 29, 2024, with a stable outlook[302] Liquidity of the Holding Companies CNO and CDOC, as holding companies, rely on operating subsidiaries for cash. Unrestricted cash and cash equivalents at the holding company level were $187.1 million, exceeding the $150 million minimum target. Dividends from U.S. insurance subsidiaries totaled $82.0 million in the first six months of 2025. The company generated approximately $48 million in free cash flow, which is deployed into investments, common stock dividends, and share repurchases. Debt ratings for the holding company remain stable - CNO and CDOC depend on operating subsidiaries for cash to meet debt obligations and administrative expenses[304] - Unrestricted cash and cash equivalents for holding companies were $187.1 million at June 30, 2025, above the $150 million minimum target[305] - U.S. based insurance subsidiaries paid $82.0 million in dividends to CDOC in the first six months of 2025, subject to state insurance department regulations[306] - The company generated approximately $48 million of free cash flow in the first six months of 2025, used for investments, common stock dividends, and share repurchases[312] - CNO's issuer credit and senior unsecured debt ratings are stable: S&P (BBB-), Moody's (Baa3), AM Best (bbb), and Fitch (BBB)[315][316][317][318] INVESTMENTS The investment portfolio primarily consists of fixed maturity securities, with a significant portion rated investment grade. Gross unrealized losses on fixed maturities totaled $2.3 billion at June 30, 2025. The company holds a smaller portion in below-investment grade securities and a substantial amount in structured securities, which have unique yield characteristics and payment variability. Realized losses on sales of fixed maturity securities were primarily due to unforeseen sector or issuer-specific events Fixed Maturity Securities, Available for Sale At June 30, 2025, the company's fixed maturity securities available for sale had an amortized cost of $25.2 billion and an estimated fair value of $23.0 billion. The portfolio is predominantly investment grade (96.3% by NAIC designation), with gross unrealized losses totaling $2.3 billion Fixed Maturities, Available for Sale (Dollars in millions) | Metric | Amortized cost | Estimated fair value | Gross unrealized losses | | :----------------------------------- | :------------- | :------------------- | :---------------------- | | Total fixed maturities, available for sale | $25,228.8 | $23,047.0 | $(2,339.8) | | Investment grade (NAIC 1 and 2) | $24,315.3 | $22,208.7 | | | Below-investment grade (NAIC 3-6) | $913.5 | $838.3 | | - 96.3% of the fixed maturity portfolio (by estimated fair value) is rated investment grade (NAIC 1 and 2) as of June 30, 2025[324] Below-Investment Grade Securities As of June 30, 2025, below-investment grade fixed maturity securities constituted 5.0% of the total fixed maturity portfolio by amortized cost, or 3.6% by NAIC credit quality ratings. These securities carry higher default and loss severity risks, which the company mitigates through credit analysis and diversification - Below-investment grade fixed maturity securities, available for sale, had an amortized cost of $1,257.3 million (5.0% of the portfolio) or $913.5 million (3.6% by NAIC rating) at June 30, 2025[326] - These securities generally have a significantly greater probability of default and higher severity of loss, which the company attempts to mitigate through careful credit analysis, strict investment policy guidelines, and diversification[327] Structured Securities Structured securities, including asset-backed, mortgage-backed, and collateralized loan obligations, represented 31.4% of all fixed maturity securities by fair value at June 30, 2025. These investments are subject to variability in principal and interest payments due to factors like prepayment rates, default rates, and structural considerations - Structured securities had an estimated fair value of $7.2 billion at June 30, 2025, representing 31.4% of all fixed maturity securities[328][329] - These securities are subject to variability in the amount and timing of principal and interest payments, influenced by prepayment rates, default rates, loss severities, and security-specific structural considerations[328] Net Realized and Unrealized Investment Losses For the six months ended June 30, 2025, the company recognized $24.6 million in gross realized losses from sales of fixed maturity securities, primarily corporate securities. These sales were often driven by unforeseen sector or issuer-specific events. The company also reported fixed maturities with unrealized losses, continuously in a loss position exceeding 20% of cost basis, totaling $62.9 million in amortized cost - Gross realized losses on sales of fixed maturity securities, available for sale, totaled $24.6 million for the six months ended June 30, 2025, primarily from corporate securities[331] - Securities are generally sold at a loss due to unforeseen sector or issuer-specific events, shifts in perceived credit quality, or strategic asset repositioning[331][337] Investments Sold at a Loss (6 Months Ended June 30, 2025, Dollars in millions) | Period in Unrealized Loss | Number of Issuers | Amortized cost | Fair value | | :----------------------------------- | :---------------- | :------------- | :--------- | | Less than 6 months prior to sale | 3 | $24.4 | $18.3 | | 6 months to less than 12 months prior to sale | 2 | $4.3 | $3.5 | | Greater than 12 months prior to sale | 4 | $7.5 | $3.3 | | Total | | $36.2 | $25.1 | Below-Investment Grade Securities with Unrealized Losses > 20% of Cost Basis (June 30, 2025, Dollars in millions) | Period in Unrealized Loss | Number of Issuers | Cost basis | Unrealized loss | Estimated fair value | | :----------------------------------- | :---------------- | :--------- | :-------------- | :------------------- | | 6 months to less than 12 months | 1 | $18.1 | $(4.0) | $14.1 | | Greater than 12 months | 4 | $44.8 | $(14.4) | $30.4 | | Total | | $62.9 | $(18.4) | $44.5 | INVESTMENTS IN VARIABLE INTEREST ENTITIES The company consolidates certain collateralized loan trusts (VIEs) and provides supplemental information on their revenues, expenses, and investment portfolios. For the six months ended June 30, 2025, VIEs reported a loss before income taxes, primarily due to net investment losses. The investment portfolios consist mainly of below-investment grade commercial bank loans, and the company also holds passive investments in other structured securities issued by VIEs where it is not the primary beneficiary VIE Revenues and Expenses (6 Months Ended June 30, Dollars in millions) | Metric | 2025 | 2024 | Change | | :----------------------------------- | :--- | :--- | :----- | | Total revenues | $17.2 | $27.5 | $(10.3) | | Total expenses | $16.0 | $22.6 | $(6.6) | | Income (loss) before income taxes | $(3.2) | $(0.8) | $(2.4) | | Net investment losses | $(4.4) | $(5.7) | $1.3 | - The investment portfolios held by the VIEs are primarily comprised of below-investment grade commercial bank loans[209] Investments Held by VIEs (June 30, 2025, Dollars in millions) | Metric | Amortized cost | Estimated fair value | | :----------------------------------- | :------------- | :------------------- | | Total investments held by VIEs | $380.9 | $376.9 | - The company also makes passive investments in structured securities issued by VIEs for which it is not the primary beneficiary, with maximum exposure to loss limited to the cost basis in the investment[218] NEW ACCOUNTING STANDARDS This section refers to Note 1 of the Consolidated Financial Statements for a discussion of recently adopted and issued accounting standards, including ASU 2023-07 (Segment Reporting), ASU 2024-03 (Income Statement—Expense Disaggregation), and ASU 2023-09 (Income Taxes) - Recently adopted and issued accounting standards are discussed in Note 1 to the Consolidated Financial Statements[343] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK This section states that there have been no material changes in the company's market risks or their management during the first six months of 2025, referring to the Annual Report on Form 10-K for the year ended December 31, 2024, for further details - There have been no material changes in the company's market risks or their management during the first six months of 2025[344] ITEM 4. CONTROLS AND PROCEDURES Management, under the supervision of the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of June 30, 2025. There were no material changes in internal control over financial reporting during the three months ended June 30, 2025 - CNO's disclosure controls and procedures were effective as of June 30, 2025[345] - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2025[346] PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. This section incorporates by reference the detailed discussion of legal proceedings from the footnotes to the consolidated financial statements in Part I, Item 1 of this Form 10-Q - Information on legal proceedings is incorporated by reference from Note 14 to the consolidated financial statements[349] ITEM 1A. RISK FACTORS. This section refers to the 'Risk Factors' discussion in the company's Annual Report on Form 10-K for the year ended December 31, 2024, stating that there have been no material changes to the previously disclosed risk factors - Information on risk factors is incorporated by reference from the 2024 Annual Report on Form 10-K, with no material changes reported[350] ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. The company repurchased 2,625,796 shares of common stock for an average price of $38.11 per share during the three months ended June 30, 2025. As of June 30, 2025, $540.4 million remained authorized for repurchase under publicly announced plans Issuer Purchases of Equity Securities (3 Months Ended June 30, 2025) | Period (in 2025) | Total number of shares purchased | Average price paid per share | Maximum number of shares that may yet be purchased (dollars in millions) | | :----------------------- | :------------------------------- | :--------------------------- | :------------------------------------------------------------------- | | April 1 through April 30 | 883,616 | $38.35 | $606.5 | | May 1 through May 31 | 888,348 | $38.16 | $572.6 | | June 1 through June 30 | 853,832 | $37.81 | $540.4 | | Total | 2,625,796 | $38.11 | $540.4 | - The Board of Directors authorized an additional $500.0 million for common stock repurchases in February 2025[352] ITEM 5. OTHER INFORMATION. Certain officers of the company adopted Rule 10b5-1 trading arrangements during the three months ended June 30, 2025, for the sale of common stock. No directors or other Section 16 officers adopted, terminated, or modified such arrangements during this period Rule 10b5-1 Trading Arrangements Adopted by Officers (3 Months Ended June 30, 2025) | Name and title of officer | Date of trading arrangement | Duration of trading arrangement | Aggregate shares of common stock to be sold | | :------------------------ | :-------------------------- | :------------------------------ | :------------------------------------------ | | Karen J. DeToro, President, Worksite Division | May 6, 2025 | July 31, 2026 | 25,657 | | Jeanne L. Linnenbringer, Chief Operations Officer | May 5, 2025 | July 31, 2026 | 14,739 | | Rocco F. Tarasi, Chief Marketing Officer | June 9, 2025 | June 10, 2026 | 9,283 | | Matthew J. Zimpfer, General Counsel | June 9, 2025 | August 12, 2026 | 88,340 | - No directors or other Section 16 officers adopted, terminated, or modified Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[356] ITEM 6. EXHIBITS. This section lists all exhibits filed with the Form 10-Q, including amended certificates of incorporation, a restatement agreement, the long-term incentive plan, and certifications from the CEO and CFO, along with XBRL taxonomy documents - Exhibits include amended and restated certificates of incorporation, a sixth amendment and restatement agreement, the amended and restated long-term incentive plan, and certifications pursuant to the Sarbanes-Oxley Act[358] SIGNATURE The report is duly signed on behalf of CNO Financial Group, Inc. by Joel T. Koehneman, Senior Vice President and Chief Accounting Officer, as of August 6, 2025 - The report is signed by Joel T. Koehneman, Senior Vice President and Chief Accounting Officer, on August 6, 2025[363]