Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q

		
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the quarterly period ended June 30, 2011

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

For the transition period from ___ to ___ 

Commission File Number 001-31792

CNO Financial Group, Inc.

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days:  Yes [ X ]  No [   ]

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

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

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

Shares of common stock outstanding as of July 18, 2011:  249,431,710

TABLE OF CONTENTS

	
			
PART I - FINANCIAL INFORMATION	Page	
 	 	 	
Item 1.	Financial Statements	 	
 	 	 	
 	Consolidated Balance Sheet as of June 30, 2011 and December 31, 2010	3	
 	Consolidated Statement of Operations for the three and six months ended June 30, 2011 and 2010	5	
 	Consolidated Statement of Shareholders’ Equity for the six months ended June 30, 2011 and 2010	6	
 	Consolidated Statement of Cash Flows for the six months ended June 30, 2011 and  2010	7	
 	Notes to Consolidated Financial Statements	8	
 	 	 	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45	
 	 	 	
 	Cautionary Statement Regarding Forward-Looking Statements	45	
 	Overview	46	
 	Critical Accounting Policies	48	
 	Results of Operations	48	
 	Premium Collections	65	
 	Liquidity and Capital Resources	70	
 	Investments	76	
 	Investment in Variable Interest Entities	85	
 	New Accounting Standards	87	
 	 	 	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	87	
 	 	 	
Item 4.	Controls and Procedures	87	
 	 	 	
PART II - OTHER INFORMATION	 	
 	 	 	
Item 1.	Legal Proceedings                                                                                                   	87	
 	 	 	
Item 1A.	Risk Factors                                                                                                      	87	
 	 	 	
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                  	89	
 	 	 	
Item 5.	Other Information                                                                                                          	89	
 	 	 	
Item 6.	Exhibits                                                                                                       	90	

2

PART I - FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS.	

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

ASSETS

	
								
 	June 30,
2011	 	December 31,
2010	
 	(unaudited)	 	 	
Investments:	 	 	 	
Fixed maturities, available for sale, at fair value (amortized cost:  June 30, 2011 - $20,893.1; December 31, 2010 - $20,155.8)	$	21,622.9		 	$	20,633.9		
Equity securities at fair value (cost: June 30, 2011 - $128.6; December 31, 2010 - $68.2)	129.6		 	68.1		
Mortgage loans	1,752.8		 	1,761.2		
Policy loans	279.5		 	284.4		
Trading securities	83.5		 	372.6		
Investments held by variable interest entities	414.0		 	420.9		
Other invested assets	252.2		 	240.9		
Total investments	24,534.5		 	23,782.0		
Cash and cash equivalents - unrestricted	580.2		 	571.9		
Cash and cash equivalents held by variable interest entities	25.3		 	26.8		
Accrued investment income	314.3		 	327.8		
Present value of future profits	936.5		 	1,008.6		
Deferred acquisition costs	1,762.6		 	1,764.2		
Reinsurance receivables	3,172.5		 	3,256.3		
Income tax assets, net	703.5		 	839.4		
Assets held in separate accounts	17.4		 	17.5		
Other assets	349.8		 	305.1		
Total assets	$	32,396.6		 	$	31,899.6		

(continued on next page)

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

3

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

LIABILITIES AND SHAREHOLDERS' EQUITY

	
								
 	June 30,
2011	 	December 31,
2010	
 	(unaudited)	 	 	
Liabilities:	 	 	 	
Liabilities for insurance products:	 	 	 	
Interest-sensitive products	$	13,152.8		 	$	13,194.7		
Traditional products	10,424.4		 	10,307.6		
Claims payable and other policyholder funds	978.0		 	968.7		
Liabilities related to separate accounts	17.4		 	17.5		
Other liabilities	703.7		 	496.3		
Investment borrowings	1,305.3		 	1,204.1		
Borrowings related to variable interest entities	317.3		 	386.9		
Notes payable – direct corporate obligations	934.5		 	998.5		
Total liabilities	27,833.4		 	27,574.3		
Commitments and Contingencies			 			
Shareholders' equity:	 		 	 		
Common stock ($0.01 par value, 8,000,000,000 shares authorized, shares issued and outstanding:  June 30, 2011 – 249,415,210; December 31, 2010 – 251,084,174)	2.5		 	2.5		
Additional paid-in capital	4,414.3		 	4,424.2		
Accumulated other comprehensive income	372.7		 	238.3		
Accumulated deficit	(226.3	)	 	(339.7	)	
Total shareholders' equity	4,563.2		 	4,325.3		
Total liabilities and shareholders' equity	$	32,396.6		 	$	31,899.6		

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

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in millions, except per share data)
(unaudited)

	
																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Revenues:	 	 	 	 	 	 	 	
Insurance policy income	$	679.6		 	$	667.9		 	$	1,346.8		 	$	1,332.5		
Net investment income (loss):	 		 	 		 	 	 	 	
General account assets	342.2		 	321.1		 	678.3		 	636.3		
Policyholder and reinsurer accounts and other special-purpose portfolios	3.1		 	(22.7	)	 	40.5		 	1.3		
Realized investment gains (losses):	 		 	 		 	 	 	 	
Net realized investment gains, excluding impairment losses	13.0		 	11.2		 	31.4		 	26.6		
Other-than-temporary impairment losses:	 		 	 		 	 	 	 	
Total other-than-temporary impairment losses	(10.1	)	 	(29.3	)	 	(23.4	)	 	(47.0	)	
Portion of other-than-temporary impairment losses recognized in accumulated other comprehensive income	—		 	1.4		 	—		 	(1.2	)	
Net impairment losses recognized	(10.1	)	 	(27.9	)	 	(23.4	)	 	(48.2	)	
Total realized gains (losses)	2.9		 	(16.7	)	 	8.0		 	(21.6	)	
Fee revenue and other income	4.2		 	3.6		 	7.6		 	7.1		
Total revenues	1,032.0		 	953.2		 	2,081.2		 	1,955.6		
Benefits and expenses:	 		 	 		 	 	 	 	
Insurance policy benefits	684.4		 	651.0		 	1,367.6		 	1,350.0		
Interest expense	28.9		 	28.7		 	58.1		 	56.2		
Amortization	101.5		 	96.6		 	238.2		 	199.2		
Loss on extinguishment of debt	.6		 	.9		 	2.0		 	2.7		
Other operating costs and expenses	124.4		 	124.2		 	239.5		 	242.6		
Total benefits and expenses	939.8		 	901.4		 	1,905.4		 	1,850.7		
Income before income taxes	92.2		 	51.8		 	175.8		 	104.9		
Tax expense on period income	32.7		 	18.7		 	62.4		 	37.9		
Net income	$	59.5		 	$	33.1		 	$	113.4		 	$	67.0		
Earnings per common share:	 		 	 		 	 	 	 	
Basic:	 		 	 		 	 	 	 	
Weighted average shares outstanding	250,933,000		 	250,994,000		 	251,027,000		 	250,891,000		
Net income	$	.24		 	$	.13		 	$	.45		 	$	.27		
Diluted:	 		 	 		 	 	 	 	
Weighted average shares outstanding	308,048,000		 	302,648,000		 	307,773,000		 	297,364,000		
Net income	$	.21		 	$	.12		 	$	.39		 	$	.25		

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

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

																
 	Common stock and
additional
paid-in capital	 	Accumulated other
 comprehensive income
 (loss)	 	Retained earnings
 (accumulated deficit)	 	Total	
Balance, December 31, 2009	$	4,411.3		 	$	(264.3	)	 	$	(614.6	)	 	$	3,532.4		
Comprehensive income, net of tax:	 		 	 		 	 		 	 		
Net income	—		 	—		 	67.0		 	67.0		
Change in unrealized appreciation (depreciation) of investments (net of applicable income tax expense of $303.7)	—		 	553.2		 	—		 	553.2		
Change in noncredit component of impairment losses on fixed maturities, available for sale (net of applicable income tax expense of $20.2)	—		 	36.1		 	—		 	36.1		
Total comprehensive income	 		 	 		 	 		 	656.3		
Cumulative effect of accounting change	—		 	(6.2	)	 	(9.7	)	 	(15.9	)	
Beneficial conversion feature related to the issuance of convertible debentures	4.0		 	—		 	—		 	4.0		
Stock option and restricted stock plans	6.0		 	—		 	—		 	6.0		
Balance, June 30, 2010	$	4,421.3		 	$	318.8		 	$	(557.3	)	 	$	4,182.8		
 	 	 	 	 	 	 	 	
Balance, December 31, 2010	$	4,426.7		 	$	238.3		 	$	(339.7	)	 	$	4,325.3		
Comprehensive income, net of tax:	 		 	 		 	 		 	 		
Net income	—		 	—		 	113.4		 	113.4		
Change in unrealized appreciation (depreciation) of investments (net of applicable income tax expense of $74.4)	—		 	131.6		 	—		 	131.6		
Change in noncredit component of impairment losses on fixed maturities, available for sale (net of applicable income tax expense of $1.6)	—		 	2.8		 	—		 	2.8		
Total comprehensive income	 		 	 		 	 		 	247.8		
Cost of shares acquired	(16.2	)	 	—		 	—		 	(16.2	)	
Stock option and restricted stock plans	6.3		 	—		 	—		 	6.3		
Balance, June 30, 2011	$	4,416.8		 	$	372.7		 	$	(226.3	)	 	$	4,563.2		

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

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

	
								
 	Six months ended	
 	June 30,	
 	2011	 	2010	
Cash flows from operating activities:	 	 	 	
Insurance policy income	$	1,194.3		 	$	1,177.3		
Net investment income	687.1		 	667.4		
Fee revenue and other income	7.6		 	7.1		
Insurance policy benefits	(1,022.6	)	 	(997.3	)	
Interest expense	(42.2	)	 	(54.1	)	
Policy acquisition costs	(215.1	)	 	(210.3	)	
Other operating costs	(245.8	)	 	(240.2	)	
Taxes	(2.5	)	 	(3.9	)	
Net cash provided by operating activities	360.8		 	346.0		
Cash flows from investing activities:	 		 	 		
Sales of investments	2,931.9		 	4,572.6		
Maturities and redemptions of investments	538.1		 	392.2		
Purchases of investments	(4,050.8	)	 	(5,406.2	)	
Net sales (purchases) of trading securities	304.4		 	(41.5	)	
Change in cash and cash equivalents held by variable interest entities	1.5		 	(6.3	)	
Other	(15.1	)	 	(9.2	)	
Net cash used by investing activities	(290.0	)	 	(498.4	)	
Cash flows from financing activities:	 		 	 		
Issuance of notes payable, net	—		 	110.8		
Payments on notes payable	(66.2	)	 	(116.5	)	
Issuance of common stock	.3		 	—		
Payments to repurchase common stock	(16.2	)	 	—		
Amounts received for deposit products	837.7		 	882.6		
Withdrawals from deposit products	(854.9	)	 	(862.0	)	
Investment borrowings and borrowings related to variable interest entities	36.8		 	(62.2	)	
Net cash used by financing activities	(62.5	)	 	(47.3	)	
Net incease (decrease) in cash and cash equivalents	8.3		 	(199.7	)	
Cash and cash equivalents, beginning of period	571.9		 	523.4		
Cash and cash equivalents, end of period	$	580.2		 	$	323.7		

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

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

BUSINESS AND BASIS OF PRESENTATION

The following notes should be read together with the notes to the consolidated financial statements included in our 2010 Annual Report on Form 10-K.

CNO Financial Group, Inc., a Delaware corporation (“CNO”), is a holding company for a group of insurance companies operating throughout the United States that develop, market and administer health insurance, annuity, individual life insurance and other insurance products.  CNO became the successor to Conseco, Inc., an Indiana corporation (our “Predecessor”), in connection with our bankruptcy reorganization which became effective on September 10, 2003.  The terms “CNO Financial Group, Inc.”, the “Company”, “we”, “us”, and “our” as used in these financial statements refer to CNO and its subsidiaries or, when the context requires otherwise, our Predecessor and its subsidiaries.  We focus on serving the senior and middle-income markets, which we believe are attractive, underserved, high growth markets.  We sell our products through three distribution channels: career agents, independent producers (some of whom sell one or more of our product lines exclusively) and direct marketing.

Our unaudited consolidated financial statements reflect normal recurring adjustments that, in the opinion of management, are necessary for a fair statement of our financial position, results of operations and cash flows for the periods presented.  As permitted by rules and regulations of the Securities and Exchange Commission (the “SEC”) applicable to quarterly reports on Form 10-Q, we have condensed or omitted certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).  We have reclassified certain amounts from the prior periods to conform to the 2011 presentation.  These reclassifications have no effect on net income or shareholders’ equity.  Results for interim periods are not necessarily indicative of the results that may be expected for a full year.

The balance sheet at December 31, 2010, presented herein, has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

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

Our consolidated financial statements exclude the results of transactions between us and our consolidated affiliates, or among our consolidated affiliates.

INVESTMENTS

We classify our fixed maturity securities into one of three categories: (i) “available for sale” (which we carry at estimated fair value with any unrealized gain or loss, net of tax and related adjustments, recorded as a component of shareholders’ equity); (ii) “trading” (which we carry at estimated fair value with changes in such value recognized as net investment income (classified as investment income from policyholder and reinsurer accounts and other special-purpose portfolios)); or (iii) “held to maturity” (which we carry at amortized cost).  We had no fixed maturity securities classified as held to maturity during the periods presented in these financial statements.

The trading account includes investments backing the market strategies of our multibucket annuity products and certain reinsurance agreements.  The change in fair value of these securities, which is recognized currently in income from policyholder and reinsurer accounts and other special-purpose portfolios (a component of investment income), is substantially offset by the change in insurance policy benefits for these products.  Prior to June 30, 2011, certain of our trading securities were held to offset the income statement volatility caused by the effect of interest rate fluctuations on the value of embedded derivatives related to our fixed index annuity products.  See the note entitled “Accounting for Derivatives” for further discussion regarding these embedded derivatives.  Our trading securities totaled $83.5 million and $372.6 million at June 30,

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

2011 and December 31, 2010 , respectively.

Accumulated other comprehensive income is primarily comprised of the net effect of unrealized appreciation (depreciation) on our investments.  These amounts, included in shareholders’ equity as of June 30, 2011 and December 31, 2010 , were as follows (dollars in millions):

	
								
 	June 30,
2011	 	December 31,
2010	
Net unrealized appreciation (depreciation) on fixed maturity securities, available for sale, on which an other-than-temporary impairment loss has been recognized	$	.6		 	$	(4.4	)	
Net unrealized gains (losses) on all other investments	732.0		 	476.5		
Adjustment to present value of future profits (a)	(23.4	)	 	(17.6	)	
Adjustment to deferred acquisition costs	(120.9	)	 	(76.2	)	
Unrecognized net loss related to deferred compensation plan	(7.3	)	 	(7.7	)	
Deferred income tax liability	(208.3	)	 	(132.3	)	
Accumulated other comprehensive income	$	372.7		 	$	238.3		
_________
		
(a)	The present value of future profits is the value assigned to the right to receive future cash flows from contracts existing at September 10, 2003 (the date our Predecessor emerged from bankruptcy).	

At June 30, 2011 , the amortized cost, gross unrealized gains and losses, other-than-temporary impairments in accumulated other comprehensive income and estimated fair value of fixed maturities, available for sale, were as follows (dollars in millions):

	
																				
 	Amortized
cost	 	Gross
unrealized
gains	 	Gross
unrealized
losses	 	Estimated
fair value	 	Other-than-
temporary
impairments
included in
accumulated other
comprehensive
income	
Corporate securities	$	14,263.3		 	$	769.2		 	$	(117.4	)	 	$	14,915.1		 	$	—		
United States Treasury securities and obligations of United States government corporations and agencies	283.4		 	5.0		 	(9.8	)	 	278.6		 	—		
States and political subdivisions	1,849.2		 	40.4		 	(46.1	)	 	1,843.5		 	—		
Debt securities issued by foreign governments	.8		 	.1		 	—		 	.9		 	—		
Asset-backed securities	739.6		 	19.0		 	(9.7	)	 	748.9		 	—		
Collateralized debt obligations	189.6		 	4.8		 	(.9	)	 	193.5		 	—		
Commercial mortgage-backed securities	1,410.6		 	80.0		 	(10.8	)	 	1,479.8		 	—		
Mortgage pass-through securities	26.0		 	2.0		 	—		 	28.0		 	—		
Collateralized mortgage obligations	2,130.6		 	38.3		 	(34.3	)	 	2,134.6		 	(10.3	)	
Total fixed maturities, available for sale	$	20,893.1		 	$	958.8		 	$	(229.0	)	 	$	21,622.9		 	$	(10.3	)	

The following table sets forth the amortized cost and estimated fair value of fixed maturities, available for sale, at June 30, 2011 , by contractual maturity.  Actual maturities will differ from contractual maturities because certain borrowers may have the right to call or prepay obligations with or without penalties.  In addition, structured securities (such as asset-backed securities, collateralized debt obligations, commercial mortgage-backed securities, mortgage pass-through securities and collateralized mortgage obligations, collectively referred to as “structured securities”) frequently include provisions for

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

periodic principal payments and permit periodic unscheduled payments.

	
								
 	Amortized
cost	 	Estimated
fair
value	
 	(Dollars in millions)	
Due in one year or less	$	107.7		 	$	109.0		
Due after one year through five years	1,164.7		 	1,238.3		
Due after five years through ten years	4,245.4		 	4,547.2		
Due after ten years	10,878.9		 	11,143.6		
Subtotal	16,396.7		 	17,038.1		
Structured securities	4,496.4		 	4,584.8		
Total fixed maturities, available for sale	$	20,893.1		 	$	21,622.9		

Net Realized Investment Gains (Losses)

During the first six months of 2011 , we recognized net realized investment gains of $8.0 million , which were comprised of $31.4 million of net gains from the sales of investments (primarily fixed maturities) with proceeds of $2.9 billion and $23.4 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

During the first six months of 2010 , we recognized net realized investment losses of $21.6 million , which were comprised of $26.6 million of net gains from the sales of investments (primarily fixed maturities) with proceeds of $4.6 billion and $48.2 million of writedowns of investments for other than temporary declines in fair value recognized through net income ( $47.0 million , prior to the $(1.2) million of impairment losses recognized through accumulated other comprehensive income (loss)).

At June 30, 2011 , fixed maturity securities and mortgage loans in default or considered nonperforming had both an aggregate amortized cost and a carrying value of $6.2 million .

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

During the six months ended June 30, 2011 , we sold $.7 billion of fixed maturity investments which resulted in gross investment losses (before income taxes) of $39.0 million .  We sell securities at a loss for a number of reasons including, but not limited to:  (i) changes in the investment environment; (ii) expectation that the market value could deteriorate further; (iii) desire to reduce our exposure to an asset class, an issuer or an industry; (iv) changes in credit quality; or (v) changes in expected liability cash flows.

There was one investment sold at a loss during the first six months of 2011 that had been continuously in an unrealized loss position exceeding 20 percent of the amortized cost basis for more than 12 months prior to the sale of the investment. This investment had an amortized cost and estimated fair value of $4.0 million and $2.7 million , respectively.

We regularly evaluate our investments for possible impairment.  Our assessment of whether unrealized losses are “other than temporary” requires significant judgment.  Factors considered include:  (i) the extent to which fair value is less than the cost basis; (ii) the length of time that the fair value has been less than cost; (iii) whether the unrealized loss is event driven, credit-driven or a result of changes in market interest rates or risk premium; (iv) the near-term prospects for specific events, developments or circumstances likely to affect the value of the investment; (v) the investment’s rating and whether the investment is investment-grade and/or has been downgraded since its purchase; (vi) whether the issuer is current on all payments in accordance with the contractual terms of the investment and is expected to meet all of its obligations under the terms of the investment; (vii) whether we intend to sell the investment or it is more likely than not that circumstances will

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

require us to sell the investment before recovery occurs; (viii) the underlying current and prospective asset and enterprise values of the issuer and the extent to which the recoverability of the carrying value of our investment may be affected by changes in such values; (ix) projections of, and unfavorable changes in, cash flows on structured securities including mortgage-backed and asset-backed securities; (x) the value of any collateral; and (xi) other objective and subjective factors.

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

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

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

For most structured securities, cash flow estimates are based on bond specific facts and circumstances that may include collateral characteristics, expectations of delinquency and default rates, loss severity, prepayment speeds and structural support, including excess spread, subordination and guarantees.  For corporate bonds, cash flow estimates are derived from scenario-based outcomes of expected corporate restructurings or the disposition of assets using bond specific facts and circumstances including timing, secured interest and loss severity.  The previous amortized cost basis less the impairment recognized in net income becomes the security’s new cost basis.  We accrete the new cost basis to the estimated future cash flows over the expected remaining life of the security.

The remaining non-credit impairment, which is recorded in accumulated other comprehensive income (loss), is the difference between the security’s estimated fair value and our best estimate of future cash flows discounted at the effective interest rate prior to impairment.  The remaining non-credit impairment typically represents changes in the market interest rates, current market liquidity and risk premiums.  As of June 30, 2011 , other-than-temporary impairments included in accumulated other comprehensive income of $10.3 million (before taxes and related amortization) related to structured securities.

The following table summarizes the amount of credit losses recognized in earnings on fixed maturity securities, available for sale, held at the beginning of the period, for which a portion of the other-than-temporary impairment was also recognized in accumulated other comprehensive income for the six months ended June 30, 2011 and 2010 (dollars in millions):

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

	
																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Credit losses on fixed maturity securities, available for sale, beginning of period	$	(1.8	)	 	$	(29.4	)	 	$	(6.1	)	 	$	(27.2	)	
Add:  credit losses on other-than-temporary impairments not previously recognized	—		 	(1.3	)	 	—		 	(1.3	)	
Less:  credit losses on securities sold	.2		 	10.1		 	4.5		 	13.5		
Less:  credit losses on securities impaired due to intent to sell (a)	—		 	1.1		 	—		 	1.1		
Add:  credit losses on previously impaired securities	—		 	(4.5	)	 	—		 	(10.1	)	
Less:  increases in cash flows expected on previously impaired securities	—		 	—		 	—		 	—		
Credit losses on fixed maturity securities, available for sale, end of period	$	(1.6	)	 	$	(24.0	)	 	$	(1.6	)	 	$	(24.0	)	
__________
		
(a)	Represents securities for which the amount previously recognized in accumulated other comprehensive income was recognized in earnings because we intend to sell the security or we more likely than not will be required to sell the security before recovery of its amortized cost basis.	

Gross Unrealized Investment Losses

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

The following table summarizes the gross unrealized losses and fair values of our investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that such securities have been in a continuous unrealized loss position, at June 30, 2011 (dollars in millions):

	
																								
 	Less than 12 months	 	12 months or greater	 	Total	
Description of securities	Fair
value	 	Unrealized
losses	 	Fair
value	 	Unrealized
losses	 	Fair
value	 	Unrealized
losses	
United States Treasury securities and obligations of United States government corporations and agencies	$	198.7		 	$	(9.8	)	 	$	.3		 	$	—		 	$	199.0		 	$	(9.8	)	
States and political subdivisions	487.3		 	(12.1	)	 	216.0		 	(34.0	)	 	703.3		 	(46.1	)	
Corporate securities	2,718.1		 	(70.2	)	 	519.0		 	(47.2	)	 	3,237.1		 	(117.4	)	
Asset-backed securities	305.1		 	(8.6	)	 	9.7		 	(1.1	)	 	314.8		 	(9.7	)	
Collateralized debt obligations	19.9		 	(.9	)	 	—		 	—		 	19.9		 	(.9	)	
Commercial mortgage-backed securities	184.3		 	(7.6	)	 	47.6		 	(3.2	)	 	231.9		 	(10.8	)	
Mortgage pass-through securities	.1		 	—		 	3.3		 	—		 	3.4		 	—		
Collateralized mortgage obligations	840.5		 	(33.4	)	 	29.1		 	(.9	)	 	869.6		 	(34.3	)	
Total fixed maturities, available for sale	$	4,754.0		 	$	(142.6	)	 	$	825.0		 	$	(86.4	)	 	$	5,579.0		 	$	(229.0	)	

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

The following table summarizes the gross unrealized losses and fair values of our investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that such securities have been in a continuous unrealized loss position, at December 31, 2010 (dollars in millions):

																									
 	 	Less than 12 months	 	12 months or greater	 	Total	
Description of securities	 	Fair
value	 	Unrealized
losses	 	Fair
value	 	Unrealized
losses	 	Fair
value	 	Unrealized
losses	
United States Treasury securities and obligations of United States government corporations and agencies	 	$	196.9		 	$	(11.8	)	 	$	.2		 	$	—		 	$	197.1		 	$	(11.8	)	
States and political subdivisions	 	1,201.9		 	(54.8	)	 	229.6		 	(45.9	)	 	1,431.5		 	(100.7	)	
Corporate securities	 	2,633.0		 	(80.6	)	 	864.6		 	(88.4	)	 	3,497.6		 	(169.0	)	
Asset-backed securities	 	272.2		 	(2.4	)	 	54.0		 	(3.9	)	 	326.2		 	(6.3	)	
Collateralized debt obligations	 	117.0		 	(0.9	)	 	5.8		 	(.2	)	 	122.8		 	(1.1	)	
Commercial mortgage-backed securities	 	15.5		 	—		 	111.8		 	(12.5	)	 	127.3		 	(12.5	)	
Mortgage pass-through securities	 	.3		 	—		 	3.4		 	—		 	3.7		 	—		
Collateralized mortgage obligations	 	661.0		 	(29.1	)	 	112.9		 	(6.4	)	 	773.9		 	(35.5	)	
Total fixed maturities, available for sale	 	$	5,097.8		 	$	(179.6	)	 	$	1,382.3		 	$	(157.3	)	 	$	6,480.1		 	$	(336.9	)	

Based on management’s current assessment of investments with unrealized losses at June 30, 2011 , the Company believes the issuers of the securities will continue to meet their obligations (or with respect to equity-type securities, the investment value will recover to its cost basis).  While we do not have the intent to sell securities with unrealized losses and it is not more likely than not that we will be required to sell securities with unrealized losses prior to their anticipated recovery, our intent on an individual security may change, based upon market or other unforeseen developments.  In such instances, if a loss is recognized from a sale subsequent to a balance sheet date due to these unexpected developments, the loss is recognized in the period in which we had the intent to sell the security before its anticipated recovery.

EARNINGS PER SHARE

A reconciliation of net income and shares used to calculate basic and diluted earnings per share is as follows (dollars in millions and shares in thousands):

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

	
																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Net income for basic earnings per share	$	59.5		 	$	33.1		 	$	113.4		 	$	67.0		
Add:  interest expense on 7.0% Convertible Senior Debentures due 2016 (the “7.0% Debentures”), net of income taxes	3.7		 	3.4		 	7.4		 	6.0		
Net income for diluted earnings per share	$	63.2		 	$	36.5		 	$	120.8		 	$	73.0		
Shares:	 		 	 		 	 		 	 		
Weighted average shares outstanding for basic earnings per share	250,933		 	250,994		 	251,027		 	250,891		
Effect of dilutive securities on weighted average shares:	 		 	 		 	 		 	 		
7% Debentures	53,367		 	49,793		 	53,367		 	44,663		
Stock option and restricted stock plans	3,036		 	1,861		 	2,892		 	1,810		
Warrants	712		 	—		 	487		 	—		
Dilutive potential common shares	57,115		 	51,654		 	56,746		 	46,473		
Weighted average shares outstanding for diluted earnings per share	308,048		 	302,648		 	307,773		 	297,364		

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period.  Restricted shares (including our performance shares) are not included in basic earnings per share until vested.  Diluted earnings per share reflect the potential dilution that could occur if outstanding stock options and
warrants were exercised and restricted stock was vested.  The dilution from options, warrants and restricted shares is calculated using the treasury stock method.  Under this method, we assume the proceeds from the exercise of the options and warrants (or the unrecognized compensation expense with respect to restricted stock) will be used to purchase shares of our common stock at the average market price during the period, reducing the dilutive effect of the exercise of the options (or the vesting of the restricted stock). Initially, the 7.0% Debentures will be convertible into 182.1494  shares of our common stock for each $1,000 principal amount of 7.0% Debentures, which is equivalent to an initial conversion price of approximately $5.49 per share. The conversion rate is subject to adjustment following the occurrence of certain events in accordance with the terms of the 7.0% Debenture.

BUSINESS SEGMENTS

Beginning July 1, 2010, management changed the manner in which it disaggregates the Company’s operations for making operating decisions and assessing performance.  As a result, the Company manages its business through the following operating segments: Bankers Life, Washington National and Colonial Penn, which are defined on the basis of product distribution; Other CNO Business, comprised primarily of products we no longer sell actively; and corporate operations, comprised of holding company activities and certain noninsurance company businesses.  All prior period segment disclosures have been revised to conform to management’s current view of the Company’s operating segments.

We measure segment performance by excluding realized investment gains (losses) because we believe that this performance measure is a better indicator of the ongoing business and trends in our business.  Our primary investment focus is on investment income to support our liabilities for insurance products as opposed to the generation of realized investment gains (losses), and a long-term focus is necessary to maintain profitability over the life of the business.

Realized investment gains (losses) depend on market conditions and do not necessarily relate to the underlying business of our segments.  Realized investment gains (losses) may affect future earnings levels since our underlying business is long-term in nature and changes in our investment portfolio may impact our ability to earn the assumed interest rates needed to maintain the profitability of our business.

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

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

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Revenues:	 	 	 	 	 	 	 	
Bankers Life:	 	 	 	 	 	 	 	
Insurance policy income:	 	 	 	 	 	 	 	
Annuities	$	8.7		 	$	10.7		 	$	17.1		 	$	19.0		
Health	343.3		 	342.4		 	683.1		 	688.3		
Life	57.6		 	47.6		 	109.4		 	89.6		
Net investment income (a)	196.9		 	160.5		 	406.5		 	346.4		
Fee revenue and other income (a)	3.3		 	2.7		 	5.6		 	5.0		
Total Bankers Life revenues	609.8		 	563.9		 	1,221.7		 	1,148.3		
Washington National:	 		 	 		 	 		 	 		
Insurance policy income:	 		 	 		 	 		 	 		
Health	141.7		 	139.4		 	281.9		 	279.0		
Life	3.8		 	4.1		 	7.9		 	8.7		
Other	1.1		 	1.2		 	2.2		 	2.4		
Net investment income (a)	46.7		 	45.9		 	93.0		 	91.3		
Fee revenue and other income (a)	.2		 	.2		 	.5		 	.5		
Total Washington National revenues	193.5		 	190.8		 	385.5		 	381.9		
Colonial Penn:	 		 	 		 	 		 	 		
Insurance policy income:	 		 	 		 	 		 	 		
Health	1.5		 	1.6		 	3.1		 	3.4		
Life	49.4		 	47.7		 	98.1		 	94.1		
Net investment income (a)	10.5		 	9.7		 	20.8		 	19.4		
Fee revenue and other income (a)	.2		 	.1		 	.4		 	.3		
Total Colonial Penn revenues	61.6		 	59.1		 	122.4		 	117.2		
Other CNO Business:	 		 	 		 	 		 	 		
Insurance policy income:	 		 	 		 	 		 	 		
Annuities	2.9		 	2.4		 	5.2		 	4.9		
Health	7.1		 	7.5		 	14.4		 	15.2		
Life	61.9		 	62.6		 	123.2		 	126.5		
Other	.6		 	.7		 	1.2		 	1.4		
Net investment income (a)	86.7		 	80.4		 	181.4		 	173.0		
Total Other CNO Business revenues	159.2		 	153.6		 	325.4		 	321.0		
Corporate operations:	 		 	 		 	 		 	 		
Net investment income	4.5		 	1.9		 	17.1		 	7.5		
Fee and other income	.5		 	.6		 	1.1		 	1.3		
Total corporate revenues	5.0		 	2.5		 	18.2		 	8.8		
Total revenues	1,029.1		 	969.9		 	2,073.2		 	1,977.2		

(continued on next page)

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

(continued from previous page)

	
																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Expenses:	 	 	 	 	 	 	 	
Bankers Life:	 	 	 	 	 	 	 	
Insurance policy benefits	$	408.9		 	$	382.7		 	$	813.7		 	$	799.2		
Amortization	69.7		 	70.6		 	171.6		 	137.6		
Interest expense on investment borrowings	1.1		 	—		 	2.3		 	—		
Other operating costs and expenses	45.4		 	46.6		 	85.5		 	94.3		
Total Bankers Life expenses	525.1		 	499.9		 	1,073.1		 	1,031.1		
Washington National:	 		 	 		 	 		 	 		
Insurance policy benefits	118.3		 	116.7		 	230.5		 	229.2		
Amortization	14.0		 	13.1		 	30.1		 	27.9		
Other operating costs and expenses	38.5		 	39.9		 	77.0		 	76.1		
Total Washington National expenses	170.8		 	169.7		 	337.6		 	333.2		
Colonial Penn:	 		 	 		 	 		 	 		
Insurance policy benefits	38.0		 	35.4		 	76.7		 	72.1		
Amortization	8.6		 	8.8		 	17.6		 	17.5		
Other operating costs and expenses	7.4		 	7.3		 	15.1		 	14.7		
Total Colonial Penn expenses	54.0		 	51.5		 	109.4		 	104.3		
Other CNO Business:	 		 	 		 	 		 	 		
Insurance policy benefits	119.2		 	116.2		 	246.7		 	249.5		
Amortization	9.9		 	3.6		 	19.0		 	15.8		
Interest expense on investment borrowings	5.0		 	5.0		 	9.9		 	10.0		
Other operating costs and expenses	20.3		 	20.0		 	37.9		 	38.8		
Total Other CNO Business expenses	154.4		 	144.8		 	313.5		 	314.1		
Corporate operations:	 		 	 		 	 		 	 		
Interest expense on corporate debt	19.3		 	19.8		 	39.9		 	39.3		
Interest expense on borrowings of variable interest entities	3.5		 	3.9		 	6.0		 	6.9		
Loss on extinguishment of debt	.6		 	.9		 	2.0		 	2.7		
Other operating costs and expenses	12.8		 	10.4		 	24.0		 	18.7		
Total corporate expenses	36.2		 	35.0		 	71.9		 	67.6		
Total expenses	940.5		 	900.9		 	1,905.5		 	1,850.3		
Income (loss) before net realized investment losses (net of related amortization) and income taxes:	 		 	 	 	 		 	 		
Bankers Life	84.7		 	64.0		 	148.6		 	117.2		
Washington National	22.7		 	21.1		 	47.9		 	48.7		
Colonial Penn	7.6		 	7.6		 	13.0		 	12.9		
Other CNO Business	4.8		 	8.8		 	11.9		 	6.9		
Corporate operations	(31.2	)	 	(32.5	)	 	(53.7	)	 	(58.8	)	
Income before net realized investment losses (net of related amortization) and income taxes	$	88.6		 	$	69.0		 	$	167.7		 	$	126.9		

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

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

A reconciliation of segment revenues and expenses to consolidated revenues and expenses is as follows (dollars in millions):

	
																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Total segment revenues                                                                                            	$	1,029.1		 	$	969.9		 	$	2,073.2		 	$	1,977.2		
Net realized investment gains (losses)                                                                                            	2.9		 	(16.7	)	 	8.0		 	(21.6	)	
Consolidated revenues                                                                                       	$	1,032.0		 	$	953.2		 	$	2,081.2		 	$	1,955.6		
Total segment expenses                                                                                            	$	940.5		 	$	900.9		 	$	1,905.5		 	$	1,850.3		
Amortization related to net realized investment gains (losses)	(.7	)	 	.5		 	(.1	)	 	.4		
Consolidated expenses                                                                                       	$	939.8		 	$	901.4		 	$	1,905.4		 	$	1,850.7		

ACCOUNTING FOR DERIVATIVES

Our fixed index annuity products provide a guaranteed minimum rate of return and a higher potential return that is based on a percentage (the “participation rate”) of the amount of increase in the value of a particular index, such as the Standard & Poor’s 500 Index, over a specified period.  Typically, on each policy anniversary date, a new index period begins.  We are generally able to change the participation rate at the beginning of each index period during a policy year, subject to contractual minimums.  We typically buy call options (including call spreads) referenced to the applicable indices in an effort to hedge potential increases to policyholder benefits resulting from increases in the particular index to which the policy’s return is linked.  We reflect changes in the estimated fair value of these options in net investment income (classified as investment income from policyholder and reinsurer accounts and other special-purpose portfolios).  Net investment gains related to fixed index products were $19.0 million and $(26.0) million in the six months ended June 30, 2011 and 2010 , respectively.  These amounts were substantially offset by a corresponding change to insurance policy benefits.  The estimated fair value of these options was $100.9 million and $89.4 million at June 30, 2011 and December 31, 2010 , respectively.  We classify these instruments as other invested assets.

The Company accounts for the options attributed to the policyholder for the estimated life of the annuity contract as embedded derivatives.  The expected future cost of options on fixed index annuity products is used to determine the value of embedded derivatives.  The Company purchases options to hedge liabilities for the next policy year on each policy anniversary date and must estimate the fair value of the forward embedded options related to the policies.  These accounting requirements often create volatility in the earnings from these products.  We record the changes in the fair values of the embedded derivatives in current earnings as a component of insurance policy benefits.  The fair value of these derivatives, which are classified as “liabilities for interest-sensitive products”, was $612.7 million at June 30, 2011 and $553.6 million at December 31, 2010 .  Prior to June 30, 2011, we maintained a specific block of investments in our trading securities account (which we carried at estimated fair value with changes in such value recognized as investment income from policyholder and reinsurer accounts and other special-purpose portfolios) to offset the income statement volatility caused by the effect of interest rate fluctuations on the value of embedded derivatives related to our fixed index annuity products.  During the second quarter of 2011, we sold this trading portfolio, which will result in increased volatility in future earnings since the volatility caused by the accounting requirements to record embedded options at fair value will no longer be offset.

If the counterparties for the call options we hold fail to meet their obligations, we may have to recognize a loss.  We limit our exposure to such a loss by diversifying among several counterparties believed to be strong and creditworthy.  At June 30, 2011 , substantially all of our counterparties were rated “BBB+” or higher by Standard & Poor’s Corporation (“S&P”).

Certain of our reinsurance payable balances contain embedded derivatives.  Such derivatives had an estimated fair value of $.7 million and $(.4) million at June 30, 2011 and December 31, 2010 , respectively.  We record the change in the fair value of these derivatives as a component of investment income (classified as investment income from policyholder and reinsurer

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

accounts and other special-purpose portfolios).  We maintain the investments related to these agreements in our trading securities account, which we carry at estimated fair value with changes in such value recognized as investment income (also classified as investment income from policyholder and reinsurer accounts and other special-purpose portfolios).  The change in value of these trading securities offsets the change in value of the embedded derivatives.

REINSURANCE

The cost of reinsurance ceded totaled $57.6 million and $67.1 million in the second quarters of 2011 and 2010 , respectively, and $118.0 million and $131.7 million in the first six months of 2011 and 2010 , respectively.  We deduct this cost from insurance policy income.  Reinsurance recoveries netted against insurance policy benefits totaled $52.3 million and $113.6 million in the second quarters of 2011 and 2010 , respectively, and $114.8 million and $233.5 million in the first six months of 2011 and 2010 , respectively.

From time-to-time, we assume insurance from other companies.  Any costs associated with the assumption of insurance are amortized consistent with the method used to amortize deferred acquisition costs.  Reinsurance premiums assumed totaled $26.1 million and $26.6 million in the second quarters of 2011 and 2010 , respectively, and $46.5 million and $50.8 million in the first six months of 2011 and 2010 , respectively.  Reinsurance premiums included amounts assumed pursuant to marketing and quota-share agreements with Coventry Health Care (“Coventry”) of $20.4 million and $19.4 million in the second quarters of 2011 and 2010 , respectively, and $34.8 million and $37.3 million in the first six months of 2011 and 2010 , respectively. Coventry decided to cease selling Private-Fee-For-Service (“PFFS”) plans effective January 1, 2010.  In July 2009, Bankers Life and Casualty Company (“Bankers Life”) entered into an agreement with Humana, Inc. (“Humana”) under which it offers Humana’s Medicare Advantage/PFFS plans to its policyholders and consumers nationwide through its career agency force and receives marketing fees based on sales.  Effective January 1, 2010, the Company no longer assumes the underwriting risk related to PFFS business.

See the note entitled “Accounting for Derivatives” for a discussion of the derivative embedded in the payable related to certain modified coinsurance agreements.

INCOME TAXES

The components of income tax expense were as follows (dollars in millions):

	
																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Current tax expense	$	1.8		 	$	1.5		 	$	4.9		 	$	2.5		
Deferred tax provision	30.9		 	17.2		 	57.5		 	35.4		
Total income tax expense	$	32.7		 	$	18.7		 	$	62.4		 	$	37.9		

A reconciliation of the U.S. statutory corporate tax rate to the effective rate reflected in the consolidated statement of operations is as follows:

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

	
						
	Six months ended	
	June 30,	
 	2011	 	2010	
U.S. statutory corporate rate	35.0	 %	 	35.0	 %	
Other nondeductible benefits	(.4	)	 	.4		
State taxes	.7		 	.9		
Provision for tax issues, tax credits and other	.2		 	(.2	)	
Effective tax rate	35.5	 %	 	36.1	 %	

The components of the Company’s income tax assets and liabilities were as follows (dollars in millions):

								
 	June 30,
2011	 	December 31,
2010	
Deferred tax assets:	 	 	 	
Net federal operating loss carryforwards attributable to:	 	 	 	
Life insurance subsidiaries	$	635.2		 	$	681.7		
Non-life companies	874.7		 	870.6		
Net state operating loss carryforwards	17.7		 	17.8		
Tax credits	28.6		 	23.4		
Capital loss carryforwards	346.0		 	339.7		
Deductible temporary differences:	 		 	 		
Investments	—		 	5.3		
Insurance liabilities	732.2		 	738.9		
Other	45.9		 	62.8		
Gross deferred tax assets	2,680.3		 	2,740.2		
Deferred tax liabilities:	 		 	 		
Investments	(5.8	)	 	—		
Present value of future profits and deferred acquisition costs	(668.0	)	 	(676.3	)	
Unrealized appreciation on investments	(208.3	)	 	(132.3	)	
Gross deferred tax liabilities	(882.1	)	 	(808.6	)	
Net deferred tax assets before valuation allowance	1,798.2		 	1,931.6		
Valuation allowance	(1,081.4	)	 	(1,081.4	)	
Net deferred tax assets	716.8		 	850.2		
Current income taxes accrued	(13.3	)	 	(10.8	)	
Income tax assets, net	$	703.5		 	$	839.4		

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

A reduction of the net carrying amount of deferred tax assets by establishing a valuation allowance is required if, based on the available evidence, it is more likely than not that such assets will not be realized.  We evaluate the need to establish a valuation allowance for our deferred income tax assets on an ongoing basis.  In evaluating our deferred income tax assets, we consider whether the deferred income tax assets will be realized, based on the more-likely-than-not realization threshold criterion.  The ultimate realization of our deferred income tax assets depends upon generating sufficient future taxable income during the periods in which our temporary differences become deductible and before our capital loss carryforwards and NOLs

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

expire.  This assessment requires significant judgment.  In assessing the need for a valuation allowance, appropriate consideration is given to all positive and negative evidence related to the realization of the deferred tax assets.  This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, excess appreciated asset value over the tax basis of net assets, the duration of carryforward periods, our experience with operating loss and tax credit carryforwards expiring unused, and tax planning alternatives.

Concluding that a valuation allowance is not required is difficult when there has been significant negative evidence, such as cumulative losses in recent years.  We utilize a three year rolling calculation of actual income before income taxes as our primary measure of cumulative losses in recent years.  Our analysis of whether there needs to be any changes to the deferred tax valuation allowance recognizes that as of June 30, 2011 , we have incurred a cumulative loss over the evaluation period, resulting from the substantial loss during 2008 primarily related to the transfer of Senior Health Insurance Company of Pennsylvania (“Senior Health”) to an independent trust.  As a result of the cumulative losses recognized in recent years, our evaluation of the need to increase the valuation allowance for deferred tax assets was primarily based on our historical taxable earnings.  However, because a substantial portion of the cumulative losses for the three-year period ended June 30, 2011 , relates to transactions to dispose of blocks of businesses, we have adjusted the three-year cumulative results for the income and losses from the blocks of business disposed of in the past and the business of Senior Health transferred in 2008.  We consider this to be non-recurring and have reflected our best estimates of when temporary differences will reverse over the carryforward periods. We do not expect to be in a three year cumulative loss position at September 30, 2011, which would have an impact on the manner we evaluate our valuation allowance.

At June 30, 2011 , our valuation allowance for our net deferred tax assets was $1.1 billion , as we have determined that it is more likely than not that a portion of our deferred tax assets will not be realized.  This determination was made by evaluating each component of the deferred tax asset and assessing the effects of limitations and/or interpretations on the value of such component to be fully recognized in the future.  We have also evaluated the likelihood that we will have sufficient taxable income to offset the available deferred tax assets based on evidence which we consider to be objective and verifiable.  Based upon our analysis completed at June 30, 2011 , we believe that we will, more likely than not, recover $.7 billion of our deferred tax assets through reductions of our tax liabilities in future periods.  There was no change to our valuation allowance for deferred tax assets during the six months ended June 30, 2011 .

Recovery of our deferred tax assets is dependent on achieving the projections of future taxable income embedded in our analysis and failure to do so would result in an increase in the valuation allowance in a future period.  Any future increase in the valuation allowance may result in additional income tax expense and reduce shareholders’ equity, and such an increase could have a significant impact upon our earnings in the future.  In addition, the use of the Company’s NOLs is dependent, in part, on whether the Internal Revenue Service (the “IRS”) does not take an adverse position in the future regarding the tax position we have taken in our tax returns with respect to the allocation of cancellation of indebtedness income resulting from the bankruptcy of our Predecessor.

The Internal Revenue Code (the “Code”) limits the extent to which losses realized by a non-life entity (or entities) may offset income from a life insurance company (or companies) to the lesser of:  (i) 35 percent of the income of the life insurance company; or (ii) 35 percent of the total loss of the non-life entities (including NOLs of the non-life entities).  There is no similar limitation on the extent to which losses realized by a life insurance entity (or entities) may offset income from a non-life entity (or entities).

Section 382 imposes limitations on a corporation’s ability to use its NOLs when the company undergoes an ownership change.  Future transactions and the timing of such transactions could cause an ownership change for Section 382 income tax purposes.  Such transactions may include, but are not limited to, additional repurchases or issuances of common stock (including upon conversion of our outstanding 7.0% Debentures), or acquisitions or sales of shares of CNO stock by certain holders of our shares, including persons who have held, currently hold or may accumulate in the future five percent or more of our outstanding common stock for their own account.  Many of these transactions are beyond our control.  If an additional ownership change were to occur for purposes of Section 382, we would be required to calculate an annual restriction on the use of our NOLs to offset future taxable income.  The annual restriction would be calculated based upon the value of CNO’s equity at the time of such ownership change, multiplied by a federal long-term tax exempt rate ( 4.30 percent at June 30, 2011 ), and the annual restriction could effectively eliminate our ability to use a substantial portion of our NOLs to offset future taxable income.  We regularly monitor ownership change (as calculated for purposes of Section 382) and, as of June 30, 2011 , we were below the 50 percent ownership change level that would trigger further impairment of our ability to utilize our NOLs.

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

As of June 30, 2011 , we had $4.3 billion of federal NOLs and $1.0 billion of capital loss carryforwards, which expire as follows (dollars in millions):

																					
Year of expiration	 	Net operating loss carryforwards (a)	 	Capital loss	 	Total loss	
 	 	Life	 	Non-life	 	carryforwards	 	carryforwards	
2011	 	$	—		 	 	 	$	0.1		 	 	 	$	—		 	$	0.1		
2013	 	—		 	 	 	—		 	 	 	939.8		 	939.8		
2014	 	—		 	 	 	—		 	 	 	28.7		 	28.7		
2016	 	—		 	 	 	—		 	 	 	20.2		 	20.2		
2018	 	1,581.1		 	(a)	 	—		 	 	 	—		 	1,581.1		
2021	 	29.6		 	 	 	—		 	 	 	—		 	29.6		
2022	 	204.1		 	 	 	—		 	 	 	—		 	204.1		
2023	 	—		 	 	 	1,999.3		 	(a)	 	—		 	1,999.3		
2024	 	—		 	 	 	3.2		 	 	 	—		 	3.2		
2025	 	—		 	 	 	118.8		 	 	 	—		 	118.8		
2027	 	—		 	 	 	216.8		 	 	 	—		 	216.8		
2028	 	—		 	 	 	0.3		 	 	 	—		 	0.3		
2029	 	—		 	 	 	149.0		 	 	 	—		 	149.0		
2031	 	—		 	 	 	11.7		 	 	 	—		 	11.7		
Total	 	$	1,814.8		 	 	 	$	2,499.2		 	 	 	$	988.7		 	$	5,302.7		
 
_________________________
		
(a)	The allocation of the NOLs summarized above assumes the IRS does not take an adverse position in the future regarding the tax position we plan to take in our tax returns with respect to the allocation of cancellation of indebtedness income.  If the IRS disagrees with the tax position we plan to take with respect to the allocation of cancellation of indebtedness income, and their position prevails, approximately $631 million of the NOLs expiring in 2018 would be characterized as non-life NOLs.	

We had deferred tax assets related to NOLs for state income taxes of $17.7 million and $17.8 million at June 30, 2011 and December 31, 2010 , respectively.  The related state NOLs are available to offset future state taxable income in certain states through 2018.

Tax years 2007 through 2010 are open to examination by the IRS.  The Company’s various state income tax returns are generally open for tax years 2007 through 2010 based on the individual state statutes of limitation.

NOTES PAYABLE - DIRECT CORPORATE OBLIGATIONS

The following notes payable were direct corporate obligations of the Company as of June 30, 2011 and December 31, 2010 (dollars in millions):

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

	
								
 	June 30,
2011	 	December 31,
2010	
7.0% Debentures	$	293.0		 	$	293.0		
Senior Secured Credit Agreement due September 30, 2016 (the “Senior Secured Credit Agreement”)	308.8		 	375.0		
9.0% Senior Secured Notes due January 2018 (the “9.0% Senior Secured Notes”)	275.0		 	275.0		
Senior Health Note due November 12, 2013 (the “Senior Health Note”)	75.0		 	75.0		
Unamortized discount on 7.0% Debentures	(13.9	)	 	(14.8	)	
Unamortized discount on Senior Secured Credit Agreement	(3.4	)	 	(4.7	)	
Direct corporate obligations	$	934.5		 	$	998.5		

In May 2011, we amended our Senior Secured Credit Agreement. Pursuant to the amended terms, the applicable interest rate on the Senior Secured Credit Agreement was decreased. The new interest rate is, at our option (in most instances): (i) a Eurodollar rate of LIBOR plus 5.00 percent subject to a LIBOR "floor" of 1.25 percent (previously LIBOR plus 6.00 percent with a LIBOR floor of 1.50 percent ); or (ii) a Base Rate plus 4.00 percent subject to a Base Rate "floor" of 2.25 percent (previously a Base Rate plus 5.00 percent with a Base Rate floor of 2.50 percent ). The interest rate on the Senior Secured Credit Agreement was 6.25 percent at June 30, 2011 . Other changes to the Senior Secured Credit Agreement included:

(i)     a reduction in the mandatory prepayments resulting from certain restricted payments (including share repurchases). Pursuant to the amended terms, the amount of the mandatory prepayment is: (a) 100 percent of the amount of certain restricted payments made if the debt to total capitalization ratio, as defined in the agreement, is greater than 17.5 percent (such ratio was 18.7 percent at June 30, 2011 ); (b) 50 percent of the amount if such ratio is equal to or less than 17.5 percent but greater than 12.5 percent ; or (c) if the ratio is equal to or less than 12.5 percent at the time of the restricted payment, then there is no prepayment requirement. Previously, we were required to make mandatory prepayments equal to 100 percent of the amount of certain restricted payments regardless of the level of the debt to total capitalization ratio;

(ii)     revisions to the covenants related to investment activity to allow the Company to make certain investments which were previously only permitted to be made by our insurance subsidiaries; and

(iii)    an increase in the cap on non-investment grade investments to 12 percent from 10 percent .

In June 2011, as required under the terms of the Senior Secured Credit Agreement, we made a mandatory prepayment of $16.2 million due to our repurchase of $16.2 million of our common stock in the second quarter of 2011. As a result of the repayment, we recognized a loss on the extinguishment of debt totaling $.6 million representing the write-off of unamortized discount and issuance costs associated with the Senior Secured Credit Agreement.

In March 2011, we made a voluntary prepayment of $50.0 million on our outstanding principal balance under the Senior Secured Credit Agreement using available cash.  As a result of the repayment, we recognized a loss on the extinguishment of debt totaling $1.4 million representing the write-off of unamortized discount and issuance costs associated with the Senior Secured Credit Agreement.

The scheduled repayment of our direct corporate obligations was as follows at June 30, 2011 (dollars in millions):

				
Year ending June 30,	 	
2012	$	25.0		
2013	72.5		
2014	90.0		
2015	80.0		
2016	102.5		
Thereafter	581.8		
 	$	951.8		

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

INVESTMENT BORROWINGS

Three of the Company’s insurance subsidiaries (Conseco Life Insurance Company (“Conseco Life”), Washington National Insurance Company and Bankers Life) are members of the Federal Home Loan Bank (“FHLB”).  As members of the FHLB, Conseco Life, Washington National Insurance Company and Bankers Life have the ability to borrow on a collateralized basis from the FHLB.  Conseco Life, Washington National Insurance Company and Bankers Life are required to hold certain minimum amounts of FHLB common stock as a condition of membership in the FHLB, and additional amounts based on the amount of the borrowings.  At June 30, 2011 , the carrying value of the FHLB common stock was $63.8 million .  As of June 30, 2011 , collateralized borrowings from the FHLB totaled $1.3 billion and the proceeds were used to purchase fixed maturity securities.  The borrowings are classified as investment borrowings in the accompanying consolidated balance sheet.  The borrowings are collateralized by investments with an estimated fair value of $1.6 billion at June 30, 2011 , which are maintained in a custodial account for the benefit of the FHLB.  Such investments are classified as fixed maturities, available for sale, in our consolidated balance sheet.  Interest expense of $12.2 million and $9.8 million in the first six months of 2011 and 2010 , respectively, was recognized related to the borrowings.

The following summarizes the terms of the borrowings (dollars in millions):

	
							
Amount	 	Maturity	 	Interest rate at	
borrowed	 	date	 	June 30, 2011	
 	 	 	 	 	
$	100.0		 	October 2013	 	Variable rate – 0.516%	
67.0		 	February 2014	 	Fixed rate – 1.830%	
100.0		 	September 2015	 	Variable rate – 0.573%	
150.0		 	October 2015	 	Variable rate – 0.537%	
146.0		 	November 2015	 	Fixed rate – 5.300%	
100.0		 	November 2015	 	Fixed rate – 4.890%	
100.0		 	December 2015	 	Fixed rate – 4.710%	
100.0		 	June 2016	 	Variable rate – 0.626%	
75.0		 	June 2016	 	Variable rate – 0.458%	
50.0		 	November 2016	 	Variable rate – 0.522%	
50.0		 	November 2016	 	Variable rate – 0.656%	
100.0		 	June 2017	 	Variable rate – 0.690%	
100.0		 	October 2017	 	Variable rate – 0.708%	
37.0		 	November 2017	 	Fixed rate – 3.750%	
$	1,275.0		 	 	 	 	

The variable rate borrowings are pre-payable on each interest reset date without penalty.  The fixed rate borrowings are pre-payable subject to payment of a yield maintenance fee based on current market interest rates.  At June 30, 2011 , the aggregate fee to prepay all fixed rate borrowings was $57.6 million .

In June 2011, as part of our investment strategy, we entered into repurchase agreements to increase our investment return. We account for these transactions as collateralized borrowings, where the amount borrowed is equal to the sales price of the underlying securities. Repurchase agreements involve a sale of securities and an agreement to repurchase the same securities at a later date at an agreed-upon price. Such borrowings totaled $26.9 million at June 30, 2011 . These borrowings were collateralized by investment securities with fair values approximately equal to the loan value. The primary risks associated with short-term collateralized borrowings are: (i) a substantial decline in the market value of the margined security will occur; and (ii) that a counterparty will be unable to perform under the terms of the contract or be unwilling to extend such financing in future periods especially if the liquidity or value of the margined security has declined. Exposure is limited to the

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

excess of the net replacement cost of the related securities.

At June 30, 2011 , investment borrowings consisted of:  (i) collateralized borrowings from the FHLB of $1.3 billion ; (ii) repurchase agreements of $26.9 million ; and (iii) other borrowings of $3.4 million .

At December 31, 2010 , investment borrowings consisted of:  (i) collateralized borrowings from the FHLB of $1.2 billion ; and (ii) other borrowings of $4.1 million .

CHANGES IN COMMON STOCK

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

	
					
Balance, December 31, 2010	251,084		 	 	
Treasury stock purchased and retired	(2,207	)	 	 	
Stock options exercised	152		 	 	
Restricted stock vested	386		 	(a)	
Balance, June 30, 2011	249,415		 	 	
________
		
(a)	Such amount was reduced by 149 thousand shares which were tendered to the Company for the payment of federal and state taxes owed on the vesting of restricted stock.	

In May 2011, the Company announced a common share repurchase program of up to $100.0 million . In the second quarter of 2011, we repurchased 2.2 million shares of common stock for $16.2 million pursuant to the program. In addition, the Company formally terminated the share repurchase program which had been initially adopted in 2006.

SALES INDUCEMENTS

Certain of our annuity products offer sales inducements to contract holders in the form of enhanced crediting rates or bonus payments in the initial period of the contract.  Certain of our life insurance products offer persistency bonuses credited to the contract holders balance after the policy has been outstanding for a specified period of time.  These enhanced rates and
persistency bonuses are considered sales inducements in accordance with GAAP.  Such amounts are deferred and amortized in the same manner as deferred acquisition costs.  Sales inducements deferred totaled $7.5 million and $14.2 million during the six months ended June 30, 2011 and 2010 , respectively.  Amounts amortized totaled $15.2 million and $12.4 million during the six months ended June 30, 2011 and 2010 , respectively.  The unamortized balance of deferred sales inducements at June 30, 2011 and December 31, 2010 was $158.7 million and $166.4 million , respectively.  The balance of insurance liabilities for persistency bonus benefits was $66.3 million and $85.3 million at June 30, 2011 and December 31, 2010 , respectively.

RECENTLY ISSUED ACCOUNTING STANDARDS

Pending Accounting Standards

In June 2011, the Financial Accounting Standards Board ("FASB") issued authoritative guidance to increase the prominence of items reported in other comprehensive income by eliminating the option to present components of other comprehensive income as part of the statement of changes in shareholders' equity. Such guidance requires that all non-owner changes in shareholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In the two-statement approach, the first statement should present total net income and its components followed consecutively by a second statement that should present total other comprehensive income, the components of other comprehensive income and the total of comprehensive income. The guidance is to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Early adoption is permitted. The adoption of this guidance will result in a change in the presentation of our financial statements but will not have any impact on our financial condition, operating results or cash flows.

In May 2011, the FASB issued authoritative guidance which clarifies or updates requirements for measuring fair value and for disclosing information about fair value measurements. The guidance clarifies: (i) the application of the highest and

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

best use and valuation premise concepts; (ii) measuring the fair value of an instrument classified in a reporting entity's shareholders' equity; and (iii) disclosure of quantitative information about the unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy. The guidance changes certain requirements for measuring fair value or disclosing information about fair value measurements including: (i) measuring the fair value of financial instruments that are managed within a portfolio; (ii) application of premiums and discounts in a fair value measurement; and (iii) additional disclosures about fair value measurements. Such additional disclosures include a description of the valuation process used for measuring Level 3 instruments and the sensitivity of the Level 3 fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any. The guidance is effective prospectively for interim and annual periods beginning after December 15, 2011. Early adoption is not permitted. The adoption of this guidance is not expected to have a material impact on our financial condition, operating results or cash flows.

In October 2010, the FASB issued authoritative guidance that modifies the definition of the types of costs incurred by insurance entities that can be capitalized in the acquisition of new and renewal contracts.  The guidance specifies that an insurance entity shall only capitalize incremental direct costs related to the successful acquisition of new or renewal insurance contracts.  The guidance also states that advertising costs should be included in deferred acquisition costs only if the capitalization criteria in the direct-response advertising guidance are met.  The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011.  Retrospective application to all prior periods presented upon the date of adoption is permitted, but not required.  We are in the process of evaluating the impact the guidance will have on our consolidated financial statements and expect to adopt the new standard on a retrospective basis. The guidance will reduce the balance of deferred acquisition costs, its amortization and the amount of costs that we capitalize. We expect that we will be able to defer most commission payments, which comprise approximately 55 percent of our deferrable expenses, plus other costs directly related to the production of new business. The proposed change will have no impact on the balance of the present value of future profits. Therefore, in contrast to the reduction in amortization of deferred acquisition costs, there will be no change in the amortization of the present value of future profits.

Adopted Accounting Standards

In January 2010, the FASB issued authoritative guidance which requires additional disclosures related to purchases, sales, issuances and settlements in the rollforward of Level 3 fair value measurements.  This guidance is effective for reporting periods beginning after December 15, 2010.  The adoption of this guidance did not have a material impact on our consolidated financial statements.

LITIGATION AND OTHER LEGAL PROCEEDINGS

Legal Proceedings

The Company and its subsidiaries are involved in various legal actions in the normal course of business, in which claims for compensatory and punitive damages are asserted, some for substantial amounts.  Some of the pending matters have been filed as purported class actions and some actions have been filed in certain jurisdictions that permit punitive damage awards that are disproportionate to the actual damages incurred.  The amounts sought in certain of these actions are often large or indeterminate and the ultimate outcome of certain actions is difficult to predict.  In the event of an adverse outcome in one or more of these matters, the ultimate liability may be in excess of the liabilities we have established and could have a material adverse effect on our business, financial condition, results of operations and cash flows.  In addition, the resolution of pending or future litigation may involve modifications to the terms of outstanding insurance policies or could impact the timing and amount of rate increases, which could adversely affect the future profitability of the related insurance policies.  Although there can be no assurances, at the present time the Company does not anticipate that the ultimate liability from either pending or threatened legal actions, after consideration of existing loss provisions, will have a material adverse effect on the financial condition, operating results or cash flows of the Company.

In the cases described below, we have disclosed any specific dollar amounts sought in the complaints.  In our experience, monetary demands in complaints bear little relation to the ultimate loss, if any, to the Company.  However, for the reasons stated above, it is not possible to make meaningful estimates of the amount or range of loss that could result from some of these matters at this time.  The Company reviews these matters on an ongoing basis.  When assessing reasonably possible and probable outcomes, the Company bases its assessment on the expected ultimate outcome following all appeals.

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

Securities Litigation

On August 6, 2009, a purported class action complaint was filed in the United States District Court for the Southern District of New York, Plumbers and Pipefitters Local Union No. 719 Pension Trust Fund, on behalf of itself and all others similarly situated v. Conseco, Inc., et al., Case No. 09-CIV-6966 , on behalf of purchasers of our common stock during the period from August 4, 2005 to March 17, 2008 (the “Class Period”).  The complaint charges CNO and certain of its officers and directors with violations of the Securities Exchange Act of 1934.  On June 2, 2010, the lead plaintiff filed a second amended complaint.  The amended complaint alleges that, during the Class Period, the defendants issued numerous statements regarding the Company’s financial performance. As alleged in the complaint, these statements were materially false and misleading because the defendants misrepresented and/or failed to disclose the following adverse facts, among others: (i) that the Company was reporting materially inaccurate revenue figures; (ii) that the Company’s reported financial results were materially misstated and did not present the true operating performance of the Company; (iii) that the Company’s shareholders’ equity was materially overstated during the Class Period, including the overstatement of shareholders’ equity by $20.6 million at December 31, 2006; and (iv) as a result of the foregoing, the defendants lacked a reasonable basis for their positive statements about the Company, its corporate governance practices, its prospects and earnings growth.  On August 2, 2010, we filed a motion to dismiss the amended complaint.  On March 29, 2011, the court granted our motion to dismiss, and on April 29, 2011, the lead plaintiff filed a notice of appeal.  The lead plaintiff subsequently agreed to dismiss the appeal and the case has been dismissed with prejudice.

On June 2, 2010, a purported shareholder derivative complaint was filed in the Marion County Circuit/Superior Court, Indiana, William T. Carter, derivatively on behalf of CNO Financial Group, Inc. v. R. Glenn Hilliard, Donna A. James, R. Keith Long, Debra J. Perry, C. James Prieur, Neal C. Schneider, Michael T. Tokarz, John G. Turner, William Kirsch, Eugene Bullis, Michael Dubes, James Hohmann, Edward Bonach, Ali Inanilan, and John Wells, and CNO Financial Group, Inc., Cause No. 49D10 10 06 PL 024523, on behalf of nominal defendant CNO Financial Group, Inc. against certain current and/or former members of its Board of Directors and executive officers seeking to remedy defendant’s alleged breaches of fiduciary duties and unjust enrichment from August 2005 to the present.  On November 1, 2010, the plaintiffs filed an amended complaint.  The allegations in the complaint are similar to those described in the preceding paragraph.  On December 17, 2010, we filed a motion to dismiss the amended complaint.  On June 2, 2011, the court granted our motion to dismiss, and on June 30, 2011, the plaintiff filed a notice of appeal. We believe the action is without merit, and intend to defend it vigorously.  The ultimate outcome of the action cannot be predicted with certainty.
 
Cost of Insurance Litigation

Two lawsuits are pending in Hawaii captioned AE Ventures for Archie Murakami, et al. v. Conseco, Inc., Conseco Life Insurance Company; and Doe Defendants 1-100, Case No. CV05-00594 and Clifford S. Arakaki et al. v. Conseco Life Insurance Company, Doe Defendants 1-100, Case No. CV05-00026 (United States District Court, District of Hawaii).   These suits involve an aggregate of approximately 700 plaintiffs all of whom purport to have opted out of the previously settled In Re Conseco Life Insurance Co. Cost of Insurance Litigation multi-district action.  The complaints allege nondisclosure, breach of fiduciary duty, violations of HRS 480 (unfair and/or deceptive business practices), declaratory and injunctive relief, insurance bad faith, punitive damages, and seeks to impose alter ego liability.  As previously disclosed, a settlement in principle was reached.  The settlement has been finalized and the case is to be dismissed.

Other Litigation

On November 17, 2005, a complaint was filed in the United States District Court for the Northern District of California, Robert H. Hansen, an individual, and on behalf of all others similarly situated v. Conseco Insurance Company, an Illinois corporation f/k/a Conseco Annuity Assurance Company, Cause No. C0504726 .  Plaintiff in this putative class action purchased an annuity in 2000 and is claiming relief on behalf of the proposed national class for alleged violations of the Racketeer Influenced and Corrupt Organizations Act; elder abuse; unlawful, deceptive and unfair business practices; unlawful, deceptive and misleading advertising; breach of fiduciary duty; aiding and abetting of breach of fiduciary duty; and unjust enrichment and imposition of constructive trust.  On January 27, 2006, a similar complaint was filed in the same court entitled Friou P. Jones, on Behalf of Himself and All Others Similarly Situated v. Conseco Insurance Company, an Illinois company f/k/a Conseco Annuity Assurance Company, Cause No. C06-00537.   Mr. Jones had purchased an annuity in 2003.  Each case alleged that the annuity sold was inappropriate and that the annuity products in question are inherently unsuitable for seniors age 65

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Notes to Consolidated Financial Statements
(unaudited)
___________________

and older.   On March 3, 2006 a first amended complaint was filed in the Hansen case adding causes of action for fraudulent concealment and breach of the duty of good faith and fair dealing.  In an order dated April 14, 2006, the court consolidated the two cases under the original Hansen cause number and retitled the consolidated action:   In re Conseco Insurance Co. Annuity Marketing & Sales Practices Litig. A settlement in principle has been reached in this case, and on April 22, 2011, the court granted preliminary approval of the settlement.

On March 4, 2008, a complaint was filed in the United States District Court for the Central District of California, Celedonia X. Yue, M. D. on behalf of the class of all others similarly situated, and on behalf of the General Public v. Conseco Life Insurance Company, successor to Philadelphia Life Insurance Company and formerly known as Massachusetts General Life Insurance Company , Cause No. CV08-01506 CAS .  Plaintiff in this putative class action owns a Valulife universal life policy insuring the life of Ruth S. Yue originally issued by Massachusetts General Life Insurance Company in 1995.  Plaintiff is claiming breach of contract on behalf of the proposed national class and seeks injunctive and restitutionary relief pursuant to California Business & Professions Code Section 17200 and declaratory relief.  The putative class consists of all owners of Valulife and Valuterm universal life insurance policies issued by either Massachusetts General or Philadelphia Life and that were later acquired and serviced by Conseco Life.  Plaintiff alleges that members of the class will be damaged by increases in the cost of insurance (a non-guaranteed element) that are set to take place in the twenty first policy year of Valulife and Valuterm policies. No such increases have yet been applied to the subject policies.  During 2010, Conseco Life voluntarily agreed not to implement the cost of insurance rate increase at issue in this litigation and is following a process with respect to any future cost of insurance rate increases as set forth in the regulatory settlement agreement described below.  Plaintiff filed a motion for certification of a nationwide class and a California state class.  On December 7, 2009, the court granted that motion.  On October 8, 2010, the court dismissed the causes of actions alleged in the California state class.  On January 19, 2011, the court granted the plaintiff’s motion for summary judgment as to the declaratory relief claim and on February 2, 2011, the court issued an advisory opinion, in the form of a declaratory judgment, as to what, in its view, Conseco Life could consider in implementing future cost of insurance rate increases related to its Valulife and Valuterm block of policies.  On February 17, 2011, Conseco Life filed notice that it is appealing the court’s January 19, 2011 decision.  On March 3, 2011, the plaintiff filed notice that she is appealing the court’s decision to dismiss the California causes of action.  We believe the action is without merit, and intend to defend it vigorously.  The ultimate outcome of the action cannot be predicted with certainty.

On December 8, 2008, a purported Florida state class action was filed in the U.S. District Court for the Southern District of Florida, Sydelle Ruderman individually and on behalf of all other similarly situated v. Washington National Insurance Company, Case No. 08-23401-CIV-Cohn/Selzer. The plaintiff alleges that the inflation escalation rider on her policy of long-term care insurance operates to increase the policy’s lifetime maximum benefit, and that Washington National breached the contract by stopping her benefits when they reached the lifetime maximum.  The Company takes the position that the inflation escalator only affects the per day maximum benefit.  Plaintiffs filed their motion for class certification, and the motion has been fully briefed by both sides.  The court has not yet ruled on the motion or set it for hearing.  Additional parties have asked the court to allow them to intervene in the action, and on January 5, 2010, the court granted the motion to intervene and granted the plaintiff’s motion for class certification.  The court certified a (B) (3) Florida state class alleging damages and a (B) (2) Florida state class alleging injunctive relief.  The parties have reached a settlement in principle of the (B) (3) class.  The plaintiffs filed a motion for summary judgment as to the (B) (2) class which was granted by the court on September 8, 2010.  The Company filed a notice of appeal on October 6, 2010.  We believe the action is without merit, and intend to defend it vigorously.  The ultimate outcome of the action cannot be predicted with certainty.

On December 24, 2008, a purported class action was filed in the U.S. District Court for the Northern District of California, Cedric Brady, et. al. individually and on behalf of all other similarly situated v. Conseco, Inc. and Conseco Life Insurance Company Case No. 3:08-cv-05746.   The plaintiffs allege that Conseco Life and Conseco, Inc. committed breach of contract and insurance bad faith and violated various consumer protection statutes in the administration of various interest sensitive whole life products sold primarily under the name “Lifetrend” by requiring the payment of additional cash amounts to maintain the policies in force and by making changes to certain non-guaranteed elements in their policies.  On April 23, 2009, the plaintiffs filed an amended complaint adding the additional counts of breach of fiduciary duty, fraud, negligent misrepresentation, conversion and declaratory relief.  On May 29, 2009, Conseco, Inc. and Conseco Life filed a motion to dismiss the amended complaint.  On July 29, 2009, the court granted in part and denied in part the motion to dismiss.  The court dismissed the allegations that Conseco Life violated various consumer protection statutes, the breach of fiduciary duty count, and dismissed Conseco, Inc. for lack of personal jurisdiction.  On October 15, 2009, Conseco Life filed a motion with the Judicial Panel on Multidistrict Litigation (“MDL”), seeking the establishment of an MDL proceeding consolidating this case and the McFarland case described below into a single action.  On February 3, 2010, the Judicial Panel on MDL ordered

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Notes to Consolidated Financial Statements
(unaudited)
___________________

this case be consolidated for pretrial proceedings.  On July 7, 2010, plaintiffs filed an amended motion for class certification of a nationwide class and a California state class.  The Company filed its motion in opposition on July 21, 2010.  On October 6, 2010, the court granted the motion for certification of a nationwide class and denied the motion for certification of a California state class.  Trial is set for May 7, 2012.  The Company believes the action is without merit and intends to defend it vigorously.  The ultimate outcome of the action cannot be predicted with certainty.

On July 2, 2009, a purported class action was filed in the U.S. District Court for the Middle District of Florida, Bill W. McFarland, and all those similarly situated v. Conseco Life Insurance Company, Case No. 3:09-cv-598-J-32MCR.   The plaintiff alleges that Conseco Life committed breach of contract and has been unjustly enriched in the administration, including changes to certain non-guaranteed elements, of various interest sensitive whole life products sold primarily under the name “Lifetrend.”  The plaintiff seeks declaratory and injunctive relief, compensatory damages, punitive damages and attorney fees.  As described in the preceding paragraph, on February 3, 2010, the Judicial Panel on MDL ordered this case be consolidated with the Brady case for pretrial proceedings in the Northern District of California Federal Court.  On July 7, 2010, plaintiffs filed an amended motion for class certification of a nationwide class and a California state class.  The Company filed its motion in opposition on July 21, 2010.  On October 6, 2010, the court granted the motion for certification of a nationwide class and denied the motion for certification of a California state class.  Trial is set for May 7, 2012.  The Company believes the action is without merit and intends to defend it vigorously.  The ultimate outcome of the action cannot be predicted with certainty.

On January 26, 2009, a purported class action complaint was filed in the United States District Court for the Northern District of Illinois, Samuel Rowe and Estella Rowe, individually and on behalf of themselves and all others similarly situated v. Bankers Life & Casualty Company and Bankers Life Insurance Company of Illinois, Case No. 09CV491 .  The plaintiffs are alleging violation of California Business and Professions Code Sections 17200 et seq. and 17500 et seq., breach of common law fiduciary duty, breach of implied covenant of good faith and fair dealing and violation of California Welfare and Institutions Code Section 15600 on behalf of the proposed national class and seek injunctive relief, compensatory damages, punitive damages and attorney fees.  The plaintiff alleges that the defendants used an improper and misleading sales and marketing approach to seniors that fails to disclose all facts, misuses consumers’ confidential financial information, uses misleading sales and marketing materials, promotes deferred annuities that are fundamentally inferior and less valuable than readily available alternative investment products and fails to adequately disclose other principal risks including maturity dates, surrender penalties and other restrictions which limit access to annuity proceeds to a date beyond the applicants actuarial life expectancy.  Plaintiffs have amended their complaint attempting to convert this from a California only class action to a national class action.  In addition, the amended complaint adds causes of action under the Racketeer Influenced and Corrupt Organization Act (“RICO”); aiding and abetting breach of fiduciary duty and for unjust enrichment.  On September 13, 2010, the court dismissed the plaintiff’s RICO claims.  On October 25, 2010, the plaintiffs filed a second amended complaint re-alleging their RICO claims.  A hearing date on the motion for class certification has not been set.  We believe the action is without merit, and intend to defend it vigorously.  The ultimate outcome of the action cannot be predicted with certainty.

In addition, the Company and its subsidiaries are involved on an ongoing basis in other lawsuits, including purported class actions, related to their operations.  The ultimate outcome of all of these other legal matters pending against the Company or its subsidiaries cannot be predicted, and, although such lawsuits are not expected individually to have a material adverse effect on the Company, such lawsuits could have, in the aggregate, a material adverse effect on the Company’s consolidated financial condition, cash flows or results of operations.

Regulatory Examinations and Fines

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

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Notes to Consolidated Financial Statements
(unaudited)
___________________

The states of Pennsylvania, Illinois, Texas, Florida and Indiana led a multistate examination of the long-term care claims administration and complaint handling practices of Senior Health and Bankers Life, as well as the sales and marketing practices of Bankers Life.  On May 7, 2008, we announced a settlement among the state insurance regulators and Senior Health and Bankers Life.  This examination covered the years 2005, 2006 and 2007.  More than 40 states are parties to the settlement, which included a Senior Health fine of up to $2.3 million , with up to an additional $10 million payable, on the part of either Senior Health and/or Bankers Life, in the event the process improvements and benchmarks are not met.  The process improvement plan is being monitored by the lead states and pursuant to the settlement agreement, the lead states are conducting a re-examination of Bankers Life to confirm compliance with the process improvements and benchmarks.

In October 2008, Conseco Life mailed notice to approximately 12,000 holders of its “Lifetrend” life insurance products to inform them of:  (i) changes to certain “non-guaranteed elements” (“NGEs”) of their policies; and (ii) the fact that certain policyholders who were not paying premiums may have failed to receive a notice that their policy was underfunded and that additional premiums were required in order for the policyholders to maintain their guaranteed cash values.  In December 2008, Conseco Life mailed notice to approximately 16,000 holders of its CIUL3+ universal life policies to inform them of an increase in certain NGEs with respect to their policies.  Prior to or around the time that the notices were sent, Conseco Life had informed the insurance regulators in a number of states, including among others Indiana, Iowa and Florida, of these matters and the planned communication with the impacted policyholders.  Several states initiated regulatory actions and inquiries after the notices were sent by Conseco Life, and Conseco Life agreed to take no further actions with respect to those policies during the pendency of a market conduct examination.

After working with various state insurance regulators to review the terms of the Lifetrend and CIUL3+ policies, Conseco Life reached a settlement in principle with the regulators regarding issues involving these policies. During this regulatory review process, Conseco Life had been allowed to move forward with implementing the NGE changes in its CIUL3+ policies while the regulators continued their review.  Conseco Life had also resumed the administration of its Lifetrend policies with administrative changes in place but did not implement the NGE changes pending execution of the final settlement agreement with the regulators.  On June 30, 2010, we announced that Conseco Life had finalized a regulatory settlement agreement that requires the establishment of a $10 million fund for certain owners of its Lifetrend life insurance products and the payment of a $1 million assessment to participating jurisdictions.  Forty-seven jurisdictions, representing almost 98 percent of the Lifetrend policyholders, have signed the settlement agreement.  Conseco Life is in the process of notifying consumers of the settlement and the increase in their non-guaranteed elements.  As previously disclosed, we accrued for the financial impact of the settlement in our consolidated financial statements for year-end 2009.

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

CONSOLIDATED STATEMENT OF CASH FLOWS

The following disclosures supplement our consolidated statement of cash flows.

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

	
								
 	Six months ended	
 	June 30,	
 	2011	 	2010	
Cash flows from operating activities:	 	 	 	
Net income	$	113.4		 	$	67.0		
Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 		
Amortization and depreciation	251.3		 	214.0		
Income taxes	59.9		 	34.0		
Insurance liabilities	192.5		 	197.5		
Accrual and amortization of investment income	(31.7	)	 	29.8		
Deferral of policy acquisition costs	(215.1	)	 	(210.3	)	
Net realized investment (gains) losses	(8.0	)	 	21.6		
Loss on extinguishment of debt	2.0		 	2.7		
Other	(3.5	)	 	(10.3	)	
Net cash provided by operating activities	$	360.8		 	$	346.0		

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

	
								
 	Six months ended	
 	June 30,	
 	2011	 	2010	
Stock option and restricted stock plans	$	6.0		 	$	6.0		
Change in securities lending collateral	—		 	103.7		
Change in securities lending payable	—		 	(103.7	)	

INVESTMENTS IN VARIABLE INTEREST ENTITIES

Effective January 1, 2010, the Company adopted authoritative guidance that requires an entity to perform a qualitative analysis to determine whether a primary beneficiary interest is held in a variable interest entity (a “VIE”).  The guidance also requires ongoing reassessments to determine whether a primary beneficiary interest is held.  Based on our assessment, we concluded that we were the primary beneficiary with respect to the VIEs which are consolidated in our financial statements.  The following is a description of our significant investments in VIEs:

All of the VIEs are collateralized loan trusts that were established to issue securities and use the proceeds to principally invest in corporate loans and other permitted investments (including a new VIE which was consolidated in the second quarter of 2011, as further discussed below).  The assets held by the trusts are legally isolated and not available to the Company.  The liabilities of the VIEs are expected to be satisfied from the cash flows generated by the underlying loans, not from the assets of the Company.  Repayment of the remaining principal balance of the borrowings of the VIEs is based on available cash flows from the assets.  The Company has no further commitments to the VIEs.

In the second quarter of 2011, one of the VIEs was liquidated and its obligations were repaid pursuant to the priority of

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Notes to Consolidated Financial Statements
(unaudited)
___________________

payments as defined in the indenture of the VIE. Such liquidation did not have a material effect on our consolidated financial statements. In addition, in the second quarter of 2011, certain of our insurance subsidiaries invested in the formation of a new VIE which has been consolidated in our financial statements.

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

The following table provides supplemental information about the assets and liabilities of the VIEs which have been consolidated in accordance with authoritative guidance (dollars in millions):

												
 	June 30, 2011	
 	VIEs	 	Eliminations	 	Net effect on
consolidated
balance sheet	
Assets:	 	 	 	 	 	
Investments held by variable interest entities	$	414.0		 	$	—		 	$	414.0		
Notes receivable of VIEs held by insurance subsidiaries	—		 	(62.2	)	 	(62.2	)	
Cash and cash equivalents held by variable interest entities	25.3		 	—		 	25.3		
Accrued investment income	.9		 	—		 	.9		
Income tax assets, net	4.4		 	(1.2	)	 	3.2		
Other assets	4.9		 	—		 	4.9		
Total assets	$	449.5		 	$	(63.4	)	 	$	386.1		
Liabilities:	 		 	 		 	 		
Other liabilities	$	75.0		 	$	—		 	$	75.0		
Borrowings related to variable interest entities	317.3		 	—		 	317.3		
Notes payable of VIEs held by insurance subsidiaries	65.7		 	(65.7	)	 	—		
Total liabilities	$	458.0		 	$	(65.7	)	 	$	392.3		

	
												
 	December 31, 2010	
 	VIEs	 	Eliminations	 	Net effect on
consolidated
balance sheet	
Assets:	 	 	 	 	 	
Investments held by variable interest entities	$	420.9		 	$	—		 	$	420.9		
Notes receivable of VIEs held by insurance subsidiaries	—		 	(96.8	)	 	(96.8	)	
Cash and cash equivalents held by variable interest entities	26.8		 	—		 	26.8		
Accrued investment income	1.4		 	(4.8	)	 	(3.4	)	
Income tax assets, net	20.9		 	(6.5	)	 	14.4		
Other assets	15.9		 	—		 	15.9		
Total assets	$	485.9		 	$	(108.1	)	 	$	377.8		
Liabilities:	 		 	 		 	 		
Other liabilities	$	22.0		 	$	(4.6	)	 	$	17.4		
Borrowings related to variable interest entities	386.9		 	—		 	386.9		
Notes payable of VIEs held by insurance subsidiaries	115.6		 	(115.6	)	 	—		
Total liabilities	$	524.5		 	$	(120.2	)	 	$	404.3		

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Notes to Consolidated Financial Statements
(unaudited)
___________________

The investment portfolios held by the VIEs are primarily comprised of corporate fixed maturity securities which are almost entirely rated as below-investment grade securities.  At June 30, 2011 , such securities had an amortized cost of $413.5 million ; gross unrealized gains of $2.7 million ; gross unrealized losses of $2.2 million ; and an estimated fair value of $414.0 million .

The following table sets forth the amortized cost and estimated fair value of the investments held by the VIEs at June 30, 2011 , by contractual maturity.  Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.

	
								
 	Amortized
cost	 	Estimated
fair
value	
 	(Dollars in millions)	
Due in one year or less	$	7.7		 	$	7.7		
Due after one year through five years	242.6		 	242.4		
Due after five years through ten years	163.2		 	163.9		
Total	$	413.5		 	$	414.0		

During the first six months of 2011 , we recognized net realized investment gains on the VIE investments of $.4 million , which were comprised of $3.6 million of net gains from the sales of fixed maturities, and $3.2 million of writedowns of investments for other than temporary declines in fair value recognized through net income.  During the first six months of 2010 , we recognized net realized investment losses on the VIE investments of $2.7 million , which were comprised of $.3 million of net gains from the sales of fixed maturities, and $3.0 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

At June 30, 2011 , there were no investments held by the VIEs that were in default.

During the first six months of 2011 , $90.1 million of investments held by the VIEs were sold which resulted in gross investment losses (before income taxes) of $1.9 million .

At June 30, 2011 , the VIEs held:  (i) investments with a fair value of $175.1 million and gross unrealized losses of $1.3 million that had been in an unrealized loss position for less than twelve months; and (ii) investments with a fair value of $35.9 million and gross unrealized losses of $.9 million that had been in an unrealized loss position for greater than twelve months.

The investments held by the VIEs are evaluated for other-than-temporary declines in fair value in a manner that is consistent with the Company’s fixed maturities, available for sale.

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

At June 30, 2011 , we hold investments in various limited partnerships, in which we are not the primary beneficiary, totaling $19.2 million (classified as other invested assets).  At June 30, 2011 , we had unfunded commitments to these partnerships of $17.2 million .  Our maximum exposure to loss on these investments is limited to the amount of our investment.

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Notes to Consolidated Financial Statements
(unaudited)
___________________

FAIR VALUE MEASUREMENTS

Definition of Fair Value

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and, therefore, represents an exit price, not an entry price.  We hold fixed maturities, equity securities, trading securities, investments held by VIEs, derivatives, separate account assets and embedded derivatives, which are carried at fair value.

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

Valuation Hierarchy

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

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

•	Level 2 – includes assets and liabilities valued using inputs that are quoted prices for similar assets in an active market, quoted prices for identical or similar assets in a market that is not active, observable inputs, or observable inputs that can be corroborated by market data.  Level 2 assets and liabilities include those financial instruments that are valued by independent pricing services using models or other valuation methodologies.  These models are primarily industry-standard models that consider various inputs such as interest rate, credit spread, reported trades, broker/dealer quotes, issuer spreads and other inputs that are observable or derived from observable information in the marketplace or are supported by observable levels at which transactions are executed in the marketplace.  Financial instruments in this category primarily include:  certain public and privately placed corporate fixed maturity securities; certain government or agency securities; certain mortgage and asset-backed securities; and non-exchange-traded derivatives such as call options to hedge liabilities related to our fixed index annuity products.	

•	Level 3 – includes assets and liabilities valued using unobservable inputs that are used in model-based valuations that contain management assumptions.  Level 3 assets and liabilities include those financial instruments whose fair value is estimated based on non-binding broker prices or internally developed models or methodologies utilizing significant inputs not based on, or corroborated by, readily available market information.  Financial instruments in this category include certain corporate securities (primarily certain below investment grade privately placed securities), certain mortgage and asset-backed securities, and other less liquid securities.  Additionally, the Company’s liabilities for embedded derivatives (including embedded derivatives related to our fixed index annuity products and to a modified coinsurance arrangement) are classified in Level 3 since their values include significant unobservable inputs including actuarial assumptions.	

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

The vast majority of our fixed maturity securities and separate account assets use Level 2 inputs for the determination of fair value.  These fair values are obtained primarily from independent pricing services, which use Level 2 inputs for the determination of fair value.  Substantially all of our Level 2 fixed maturity securities and separate account assets were valued from independent pricing services.  Third party pricing services normally derive the security prices through recently reported

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

For securities that are not priced by pricing services and may not be reliably priced using pricing models, we obtain broker quotes.  These broker quotes are non-binding and   represent an exit price, but assumptions used to establish the fair value may not be observable and therefore represent Level 3 inputs.  Approximately 47 percent and 2 percent of our Level 3 fixed maturity securities were valued using broker quotes or independent pricing services, respectively.  The remaining Level 3 fixed maturity investments do not have readily determinable market prices and/or observable inputs.  For these securities, we use internally developed valuations.  Key assumptions used to determine fair value for these securities may include risk-free rates, risk premiums, performance of underlying collateral and other factors involving significant assumptions which may not be reflective of an active market.  For certain investments, we use a matrix or model process to develop a security price where future cash flow expectations are developed and discounted at an estimated market rate.  The pricing matrix utilizes a spread level to determine the market price for a security.  The credit spread generally incorporates the issuer’s credit rating and other factors relating to the issuer’s industry and the security’s maturity.  In some instances issuer-specific spread adjustments, which can be positive or negative, are made based upon internal analysis of security specifics such as liquidity, deal size, and time to maturity.

Privately placed securities are classified as Level 3 when their valuation is based on internal valuation models which rely on significant inputs that are not observable in the market.  Our model applies spreads above the risk-free rate which are determined based on comparison to securities with similar ratings, maturities and industries that are rated by independent third party rating agencies.  Our process also considers the ratings assigned by the National Association of Insurance Commissioners (the “NAIC”) to the Level 3 securities on an annual basis.  Each quarter, a review is performed to determine the reasonableness of the initial valuations from the model.  If an initial valuation appears unreasonable based on our knowledge of a security and current market conditions, we make appropriate adjustments to our valuation inputs.  For the quarter ended June 30, 2011, the Company compared the results of the private placement pricing model to actual trades, as well as to third party broker quotes and determined that the valuations from our pricing model were consistent with market observable data for most investment grade privately placed securities. As a result, the Company reclassified certain investment grade privately placed securities from Level 3 to Level 2. Below investment grade privately placed securities, which are valued using significant inputs that are not observable in the market, remain classified as Level 3. The remaining securities classified as Level 3 are primarily valued based on internally developed models using estimated future cash flows.  We recognized other-than-temporary impairments on securities classified as Level 3 investments of $11.5 million during the first six months of 2011 . Privately placed securities comprise approximately 20 percent of our fixed maturities, available for sale, classified as Level 3.  

As the Company is responsible for the determination of fair value, we perform monthly quantitative and qualitative analysis on the prices received from third parties to determine whether the prices are reasonable estimates of fair value.  The Company’s analysis includes:  (i) a review of the methodology used by third party pricing services; (ii) a comparison of pricing services’ valuation to other pricing services’ valuations for the same security; (iii) a review of month to month price fluctuations; (iv) a review to ensure valuations are not unreasonably stale; and (v) back testing to compare actual purchase and sale transactions with valuations received from third parties.  As a result of such procedures, the Company may conclude the prices received from third parties are not reflective of current market conditions.  In those instances, we may request additional pricing quotes or apply internally developed valuations.  However, the number of instances is insignificant and the aggregate change in value of such investments is not materially different from the original prices received.

The categorization of the fair value measurements of our investments priced by independent pricing services was based upon the Company’s judgment of the inputs or methodologies used by the independent pricing services to value different asset classes.  Such inputs include:  benchmark yields, reported trades, broker dealer quotes, issuer spreads, benchmark securities, bids, offers and reference data.  The Company categorizes such fair value measurements based upon asset classes and the underlying observable or unobservable inputs used to value such investments.

The classification of fair value measurements for derivative instruments, including embedded derivatives requiring bifurcation, is determined based on the consideration of several inputs including closing exchange or over-the-counter market price quotations; time value and volatility factors underlying options; market interest rates; and non-performance risk.  For certain embedded derivatives, we may use actuarial assumptions in the determination of fair value.

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

The categorization of fair value measurements, by input level, for our fixed maturity securities, equity securities, trading securities, certain other invested assets, assets held in separate accounts and embedded derivative instruments included in liabilities for insurance products at June 30, 2011 is as follows (dollars in millions):

	
																				
 	Quoted prices in active markets
 for identical assets or liabilities
(Level 1)	 	Significant other observable inputs
 (Level 2)	 	 	 	Significant unobservable inputs 
(Level 3)	 	 	 	Total	
Assets:	 	 	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	 	 	
Corporate securities	$	—		 	$	14,499.9		 	 	 	$	415.2		 	 	 	$	14,915.1		
United States Treasury securities and obligations of United States government corporations and agencies	2.0		 	274.9		 	 	 	1.7		 	 	 	278.6		
States and political subdivisions	—		 	1,834.3		 	 	 	9.2		 	 	 	1,843.5		
Debt securities issued by foreign governments	—		 	.9		 	 	 	—		 	 	 	.9		
Asset-backed securities	—		 	622.5		 	 	 	126.4		 	 	 	748.9		
Collateralized debt obligations	—		 	—		 	 	 	193.5		 	 	 	193.5		
Commercial mortgage-backed securities	—		 	1,479.8		 	 	 	—		 	 	 	1,479.8		
Mortgage pass-through securities	24.8		 	—		 	 	 	3.2		 	 	 	28.0		
Collateralized mortgage obligations	—		 	1,930.5		 	 	 	204.1		 	 	 	2,134.6		
Total fixed maturities, available for sale	26.8		 	20,642.8		 	 	 	953.3		 	 	 	21,622.9		
Equity securities	12.9		 	66.8		 	 	 	49.9		 	 	 	129.6		
Trading securities:	 		 	 		 	 	 	 		 	 	 	 		
Corporate securities	3.4		 	48.6		 	 	 	4.6		 	 	 	56.6		
United States Treasury securities and obligations of United States government corporations and agencies	—		 	4.7		 	 	 	—		 	 	 	4.7		
States and political subdivisions	—		 	16.5		 	 	 	—		 	 	 	16.5		
Asset-backed securities	—		 	—		 	 	 	—		 	 	 	—		
Commercial mortgage-backed securities	—		 	4.5		 	 	 	—		 	 	 	4.5		
Mortgage pass-through securities	.3		 	—		 	 	 	—		 	 	 	.3		
Collateralized mortgage obligations	—		 	.9		 	 	 	—		 	 	 	.9		
Total trading securities	3.7		 	75.2		 	 	 	4.6		 	 	 	83.5		
Investments held by variable interest entities	—		 	414.0		 	 	 	—		 	 	 	414.0		
Other invested assets	—		 	206.4		 	(a)	 	—		 	 	 	206.4		
Assets held in separate accounts	—		 	17.4		 	 	 	—		 	 	 	17.4		
Liabilities:	 		 	 		 	 	 	 		 	 	 	 		
Liabilities for insurance products:	 		 	 		 	 	 	 		 	 	 	 		
Interest-sensitive products	—		 	—		 	 	 	613.4		 	(b)	 	613.4		
_____________
		
(a)	Includes company-owned life insurance and derivatives.	
		
(b)	Includes $612.7 million of embedded derivatives associated with our fixed index annuity products and $.7 million of	

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

embedded derivatives associated with a modified coinsurance agreement.

The categorization of fair value measurements, by input level, for our fixed maturity securities, equity securities, trading securities, certain other invested assets, assets held in separate accounts and embedded derivative instruments included in liabilities for insurance products at December 31, 2010 is as follows (dollars in millions):

	
																				
 	Quoted prices in active markets
 for identical assets or liabilities
 (Level 1)	 	Significant other observable
inputs
(Level 2)	 	 	 	Significant unobservable inputs
 (Level 3)	 	 	 	Total	
Assets:	 	 	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	 	 	
Corporate securities	$	—		 	$	12,240.1		 	 	 	$	1,977.5		 	 	 	$	14,217.6		
United States Treasury securities and obligations of United States government corporations and agencies	10.0		 	282.2		 	 	 	2.0		 	 	 	294.2		
States and political subdivisions	—		 	1,772.1		 	 	 	11.4		 	 	 	1,783.5		
Debt securities issued by foreign governments	—		 	.9		 	 	 	—		 	 	 	.9		
Asset-backed securities	—		 	652.7		 	 	 	121.0		 	 	 	773.7		
Collateralized debt obligations	—		 	—		 	 	 	256.5		 	 	 	256.5		
Commercial mortgage-backed securities	—		 	1,363.7		 	 	 	—		 	 	 	1,363.7		
Mortgage pass-through securities	27.8		 	—		 	 	 	3.5		 	 	 	31.3		
Collateralized mortgage obligations	—		 	1,715.4		 	 	 	197.1		 	 	 	1,912.5		
Total fixed maturities, available for sale	37.8		 	18,027.1		 	 	 	2,569.0		 	 	 	20,633.9		
Equity securities	—		 	37.5		 	 	 	30.6		 	 	 	68.1		
Trading securities:	 		 	 		 	 	 	 		 	 	 	 		
Corporate securities	3.2		 	47.5		 	 	 	4.3		 	 	 	55.0		
United States Treasury securities and obligations of United States government corporations and agencies	—		 	293.8		 	 	 	—		 	 	 	293.8		
States and political subdivisions	—		 	16.1		 	 	 	—		 	 	 	16.1		
Asset-backed securities	—		 	.6		 	 	 	—		 	 	 	.6		
Commercial mortgage-backed securities	—		 	5.2		 	 	 	—		 	 	 	5.2		
Mortgage pass-through securities	.3		 	—		 	 	 	—		 	 	 	.3		
Collateralized mortgage obligations	—		 	1.2		 	 	 	.4		 	 	 	1.6		
Total trading securities	3.5		 	364.4		 	 	 	4.7		 	 	 	372.6		
Investments held by variable interest entities	—		 	414.2		 	 	 	6.7		 	 	 	420.9		
Other invested assets	—		 	192.0		 	(a)	 	—		 	 	 	192.0		
Assets held in separate accounts	—		 	17.5		 	 	 	—		 	 	 	17.5		
Liabilities:	 		 	 		 	 	 	 		 	 	 	 		
Liabilities for insurance products:	 		 	 		 	 	 	 		 	 	 	 		
Interest-sensitive products	—		 	—		 	 	 	553.2		 	(b)	 	553.2		

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

_____________
		
(a)	Includes company-owned life insurance and derivatives.	
		
(b)	Includes $553.6 million of embedded derivatives associated with our fixed index annuity products and $(.4) million of embedded derivatives associated with a modified coinsurance agreement.	

The following table presents additional information about assets and liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value for the three months ended June 30, 2011 (dollars in millions):

	
																																
 	June 30, 2011	 	 	
 	Beginning balance as of March 31, 2011	 	Purchases, sales, issuances and settlements, net (c)	 	Total realized and unrealized gains (losses) included in net income	 	Total realized and unrealized gains (losses) included in accumulated other comprehensive income (loss)	 	Transfers into Level 3 (a)	 	Transfers out of Level 3 (a) (b)	 	Ending balance as of June 30, 2011	 	Amount of total gains (losses) for the three months ended June 30, 2011 included in our net income relating to assets and liabilities still held as of the reporting date	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Corporate securities	$	1,926.0		 	$	(59.1	)	 	$	(10.0	)	 	$	7.2		 	$	43.5		 	$	(1,492.4	)	 	$	415.2		 	$	(5.1	)	
United States Treasury securities and obligations of United States government corporations and agencies	1.7		 	—		 	—		 	—		 	—		 	—		 	1.7		 	—		
States and political subdivisions	8.9		 	—		 	—		 	.3		 	—		 	—		 	9.2		 	—		
Asset-backed securities	143.3		 	(1.6	)	 	—		 	.7		 	4.4		 	(20.4	)	 	126.4		 	—		
Collateralized debt obligations	186.2		 	7.2		 	—		 	.1		 	—		 	—		 	193.5		 	—		
Mortgage pass-through securities	3.3		 	(.1	)	 	—		 	—		 	—		 	—		 	3.2		 	—		
Collateralized mortgage obligations	247.5		 	45.8		 	(.9	)	 	(.1	)	 	25.1		 	(113.3	)	 	204.1		 	—		
Total fixed maturities, available for sale	2,516.9		 	(7.8	)	 	(10.9	)	 	8.2		 	73.0		 	(1,626.1	)	 	953.3		 	(5.1	)	
Equity securities	45.4		 	3.0		 	1.0		 	.5		 	—		 	—		 	49.9		 	—		
Trading securities:	 		 	 		 	 		 	 		 	 		 	 		 	 	 	 		
Corporate securities	4.6		 	—		 	—		 	—		 	—		 	—		 	4.6		 	—		
Collateralized mortgage obligations	.5		 	—		 	—		 	—		 	—		 	(.5	)	 	—		 	—		
Total trading securities	5.1		 	—		 	—		 	—		 	—		 	(.5	)	 	4.6		 	—		
Investments held by variable interest entities:	 		 	 		 	 		 	 		 	 		 	 		 	 	 	 		
Corporate securities	—		 	—		 	—		 	—		 	—		 	—		 	—		 	—		
Liabilities:	 		 	 		 	 		 	 		 	 		 	 		 	 	 	 		
Liabilities for insurance products:	 		 	 		 	 		 	 		 	 		 	 		 	 	 	 		
Interest-sensitive products	(587.5	)	 	(15.2	)	 	(10.7	)	 	—		 	—		 	—		 	(613.4	)	 	(10.7	)	

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

____________
		
(a)	Transfers in/out of Level 3 are reported as having occurred at the beginning of the period.	
		
(b)	Transfers out of Level 3 are primarily related to our re-evaluation of the observability of pricing inputs related to investment grade privately placed securities.	
		
(c)	Purchases, sales, issuances and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability but does not represent changes in fair value for the instruments held at the beginning of the period.  Such activity primarily consists of purchases and sales of fixed maturity, equity and trading securities, purchases and settlements of derivative instruments, and changes to embedded derivative instruments related to insurance products resulting from the issuance of new contracts, or changes to existing contracts.  The following summarizes such activity for the three months ended June 30, 2011 (dollars in millions):	

	
																				
 	 	 	 	 	 	 	 	 	Purchases, sales, issuances and settlements, net	
 	Purchases	 	Sales	 	Issuances	 	Settlements	 		
Assets:	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	
Corporate securities	$	—		 	$	(59.1	)	 	$	—		 	$	—		 	$	(59.1	)	
States and political subdivisions	—		 	—		 	—		 	—		 	—		
Asset-backed securities	—		 	(1.6	)	 	—		 	—		 	(1.6	)	
Collateralized debt obligations	19.0		 	(11.8	)	 	—		 	—		 	7.2		
Mortgage pass-through securities	—		 	(.1	)	 	—		 	—		 	(.1	)	
Collateralized mortgage obligations	61.4		 	(15.6	)	 	—		 	—		 	45.8		
Total fixed maturities, available for sale	80.4		 	(88.2	)	 	—		 	—		 	(7.8	)	
Equity securities	3.9		 	(.9	)	 	—		 	—		 	3.0		
Investments held by variable interest entities:	 	 	 	 	 	 	 	 	 	
Corporate securities	—		 	—		 	—		 	—		 	—		
Liabilities:	 	 	 	 	 	 	 	 	 	
Liabilities for insurance products:	 	 	 	 	 	 	 	 	 	
Interest-sensitive products	(27.4	)	 	7.5		 	(6.8	)	 	11.5		 	(15.2	)	

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

The following table presents additional information about assets and liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value for the six months ended June 30, 2011 (dollars in millions):

	
																																
 	June 30, 2011	 	 	
 	Beginning balance as of December 31, 2010	 	Purchases, sales, issuances and settlements, net (c)	 	Total realized and unrealized gains (losses) included in net income	 	Total realized and unrealized gains (losses) included in accumulated other comprehensive income (loss)	 	Transfers into Level 3 (a)	 	Transfers out of Level 3 (a) (b)	 	Ending balance as of June 30, 2011	 	Amount of total gains (losses) for the six months ended June 30, 2011 included in our net income relating to assets and liabilities still held as of the reporting date	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Corporate securities	$	1,977.5		 	$	(161.3	)	 	$	(21.0	)	 	$	10.3		 	$	60.2		 	$	(1,450.5	)	 	$	415.2		 	$	(11.5	)	
United States Treasury securities and obligations of United States government corporations and agencies	2.0		 	(.1	)	 	—		 	(.2	)	 	—		 	—		 	1.7		 	—		
States and political subdivisions	11.4		 	(.1	)	 	—		 	.4		 	—		 	(2.5	)	 	9.2		 	—		
Asset-backed securities	121.0		 	(2.3	)	 	—		 	.5		 	7.2		 	—		 	126.4		 	—		
Collateralized debt obligations	256.5		 	(69.5	)	 	2.2		 	4.3		 	—		 	—		 	193.5		 	—		
Mortgage pass-through securities	3.5		 	(.3	)	 	—		 	—		 	—		 	—		 	3.2		 	—		
Collateralized mortgage obligations	197.1		 	54.4		 	(.9	)	 	.7		 	38.7		 	(85.9	)	 	204.1		 	—		
Total fixed maturities, available for sale	2,569.0		 	(179.2	)	 	(19.7	)	 	16.0		 	106.1		 	(1,538.9	)	 	953.3		 	(11.5	)	
Equity securities	30.6		 	40.5		 	.2		 	1.1		 	—		 	(22.5	)	 	49.9		 	—		
Trading securities:	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Corporate securities	4.3		 	—		 	.3		 	—		 	—		 	—		 	4.6		 	.3		
Collateralized mortgage obligations	.4		 	—		 	—		 	—		 	—		 	(.4	)	 	—		 	—		
Total trading securities	4.7		 	—		 	.3		 	—		 	—		 	(.4	)	 	4.6		 	.3		
Investments held by variable interest entities:	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Corporate securities	6.7		 	(7.9	)	 	1.5		 	(.3	)	 	—		 	—		 	—		 	—		
Liabilities:	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Liabilities for insurance products:	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Interest-sensitive products	(553.2	)	 	(51.3	)	 	(8.9	)	 	—		 	—		 	—		 	(613.4	)	 	(8.9	)	

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

____________
		
(a)	Transfers in/out of Level 3 are reported as having occurred at the beginning of the period.	
		
(b)	Transfers out of Level 3 are primarily related to our re-evaluation of the observability of pricing inputs related to investment grade privately placed securities.	
		
(c)	Purchases, sales, issuances and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability but does not represent changes in fair value for the instruments held at the beginning of the period.  Such activity primarily consists of purchases and sales of fixed maturity, equity and trading securities, purchases and settlements of derivative instruments, and changes to embedded derivative instruments related to insurance products resulting from the issuance of new contracts, or changes to existing contracts.  The following summarizes such activity for the six months ended June 30, 2011 (dollars in millions):	

	
																				
 	 	 	 	 	 	 	 	 	Purchases, sales, issuances and settlements, net	
 	Purchases	 	Sales	 	Issuances	 	Settlements	 		
Assets:	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	
Corporate securities	$	—		 	$	(161.3	)	 	$	—		 	$	—		 	$	(161.3	)	
United States Treasury securities and obligations of United States governement corporations and agencies	—		 	(.1	)	 	—		 	—		 	(.1	)	
States and political subdivisions	—		 	(.1	)	 	—		 	—		 	(.1	)	
Asset-backed securities	—		 	(2.3	)	 	—		 	—		 	(2.3	)	
Collateralized debt obligations	20.7		 	(90.2	)	 	—		 	—		 	(69.5	)	
Mortgage pass-through securities	—		 	(.3	)	 	—		 	—		 	(.3	)	
Collateralized mortgage obligations	73.9		 	(19.5	)	 	—		 	—		 	54.4		
Total fixed maturities, available for sale	94.6		 	(273.8	)	 	—		 	—		 	(179.2	)	
Equity securities	41.4		 	(.9	)	 	—		 	—		 	40.5		
Investments held by variable interest entities:	 	 	 	 	 	 	 	 	 	
Corporate securities	—		 	(7.9	)	 	—		 	—		 	(7.9	)	
Liabilities:	 	 	 	 	 	 	 	 	 	
Liabilities for insurance products:	 	 	 	 	 	 	 	 	 	
Interest-sensitive products	(52.4	)	 	10.1		 	(25.8	)	 	16.8		 	(51.3	)	

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

The following table presents additional information about assets and liabilities measured at fair value on a recurring basis and for which we have utilized significant unobservable (Level 3) inputs to determine fair value for the three months ended June 30, 2010 (dollars in millions):

	
																																	
 	 	June 30, 2010	 	 	
 	 	Beginning balance as of March 31, 2010	 	Purchases, sales, issuances and settlements, net	 	Total realized and unrealized gains (losses) included in net income	 	Total realized and unrealized gains (losses) included in other comprehensive income (loss)	 	Transfers into Level 3 (a)	 	Transfers out of Level 3 (a)	 	Ending balance as of June 30, 2010	 	Amount of total gains (losses) for the three months ended June 30, 2010 included in our net income relating to assets and liabilities still held as of the reporting date	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Corporate securities	 	$	2,150.8		 	$	63.9		 	$	.8		 	$	95.3		 	$	33.4		 	$	(15.6	)	 	$	2,328.6		 	$	—		
United States Treasury securities and obligations of United States government corporations and agencies	 	2.2		 	(.1	)	 	—		 	—		 	—		 	—		 	2.1		 	—		
States and political subdivisions	 	8.9		 	—		 	—		 	1.1		 	—		 	—		 	10.0		 	—		
Asset-backed securities	 	104.1		 	19.3		 	—		 	7.7		 	—		 	—		 	131.1		 	—		
Collateralized debt obligations	 	128.9		 	11.2		 	(.8	)	 	(2.5	)	 	—		 	—		 	136.8		 	—		
Commercial mortgage-backed securities	 	—		 	—		 	—		 	—		 	10.5		 	—		 	10.5		 	—		
Mortgage pass-through securities	 	3.9		 	(.1	)	 	—		 	.1		 	—		 	—		 	3.9		 	—		
Collateralized mortgage obligations	 	9.9		 	23.8		 	—		 	—		 	—		 	(9.6	)	 	24.1		 	—		
Total fixed maturities, available for sale	 	2,408.7		 	118.0		 	—		 	101.7		 	43.9		 	(25.2	)	 	2,647.1		 	—		
Equity securities	 	31.0		 	—		 	—		 	—		 	—		 	—		 	31.0		 	—		
Trading securities:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Corporate securities	 	4.0		 	—		 	—		 	(.4	)	 	.5		 	—		 	4.1		 	(.4	)	
Investments held by variable interest entities:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Corporate securities	 	7.1		 	—		 	—		 	.1		 	—		 	—		 	7.2		 	—		
Securities lending collateral:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Asset-backed securities	 	21.4		 	(15.6	)	 	(.2	)	 	.3		 	—		 	(1.0	)	 	4.9		 	(.2	)	
Liabilities:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Liabilities for insurance products:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Interest-sensitive products	 	(497.2	)	 	29.4		 	(32.7	)	 	—		 	—		 	—		 	(500.5	)	 	(32.7	)	

____________
(a) Transfers in/out of Level 3 are reported as having occurred at the beginning of the period.

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

	
																																					
 	 	June 30, 2010	 	 	
 	 	Beginning balance as of December 31, 2009	 	Cumulative effect of accounting change (a)	 	Purchases, sales, issuances and settlements, net	 	Total realized and unrealized gains (losses) included in net income	 	Total realized and unrealized gains (losses) included in other comprehensive income (loss)	 	Transfers into Level 3 (b)	 	Transfers out of Level 3 (b)	 	Ending balance as of June 30, 2010	 	Amount of total gains (losses) for the six months ended June 30, 2010 included in our net income relating to assets and liabilities still held as of the reporting date	
Assets:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Corporate securities	 	$	2,147.8		 	$	(5.9	)	 	$	58.8		 	$	.8		 	$	111.1		 	$	47.0		 	$	(31.0	)	 	$	2,328.6		 	$	—		
United States Treasury securities and obligations of United States government corporations and agencies	 	2.2		 	—		 	(.1	)	 	—		 	—		 	—		 	—		 	2.1		 	—		
States and political subdivisions	 	10.7		 	—		 	—		 	—		 	1.1		 	—		 	(1.8	)	 	10.0		 	—		
Asset-backed securities	 	115.1		 	—		 	6.3		 	(11.3	)	 	21.0		 	—		 	—		 	131.1		 	—		
Collateralized debt obligations	 	92.8		 	(5.7	)	 	50.1		 	(.2	)	 	(.2	)	 	—		 	—		 	136.8		 	—		
Commercial mortgage-backed securities	 	13.7		 	—		 	(.7	)	 	—		 	2.0		 	1.3		 	(5.8	)	 	10.5		 	—		
Mortgage pass-through securities	 	4.2		 	—		 	(.3	)	 	—		 	—		 	—		 	—		 	3.9		 	—		
Collateralized mortgage obligations	 	11.4		 	—		 	23.8		 	—		 	—		 	—		 	(11.1	)	 	24.1		 	—		
Total fixed maturities, available for sale	 	2,397.9		 	(11.6	)	 	137.9		 	(10.7	)	 	135.0		 	48.3		 	(49.7	)	 	2,647.1		 	—		
Equity securities	 	30.9		 	—		 	.1		 	—		 	—		 	—		 	—		 	31.0		 	—		
Trading securities:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Corporate securities	 	3.7		 	—		 	—		 	—		 	—		 	.4		 	—		 	4.1		 	—		
Investments held by variable interest entities:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Corporate securities	 	—		 	6.9		 	—		 	—		 	.3		 	—		 	—		 	7.2		 	—		
Securities lending collateral:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Corporate securities	 	13.7		 	—		 	(13.7	)	 	—		 	—		 	—		 	—		 	—		 	—		
Asset-backed securities	 	22.9		 	—		 	(15.5	)	 	(.2	)	 	(.3	)	 	—		 	(2.0	)	 	4.9		 	(.2	)	
Total securities lending collateral	 	36.6		 	—		 	(29.2	)	 	(.2	)	 	(.3	)	 	—		 	(2.0	)	 	4.9		 	(.2	)	
Other invested assets	 	2.4		 	(2.4	)	 	—		 	—		 	—		 	—		 	—		 	—		 	—		
Liabilities:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Liabilities for insurance products:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Interest-sensitive products	 	(496.0	)	 	—		 	35.0		 	(39.5	)	 	—		 	—		 	—		 	(500.5	)	 	(39.5	)	

__________
		
(a)	Amounts represent adjustments to investments related to a VIE that was required to be consolidated effective January 1, 2010, as well as the reclassification of investments of a VIE which was consolidated at December 31, 2009.	
		
(b)	Transfers in/out of Level 3 are reported as having occurred at the beginning of the period.	

At June 30, 2011 , 69 percent of our Level 3 fixed maturities, available for sale, were investment grade and 49 percent of our Level 3 fixed maturities, available for sale, consisted of corporate securities.

Realized and unrealized investment gains and losses presented in the preceding tables represent gains and losses during the time the applicable financial instruments were classified as Level 3.

Realized and unrealized gains (losses) on Level 3 assets are primarily reported in either net investment income for policyholder and reinsurer accounts and other special-purpose portfolios, net realized investment gains (losses) or insurance policy benefits within the consolidated statement of operations or accumulated other comprehensive income within shareholders’ equity based on the appropriate accounting treatment for the instrument.

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

We review the fair value hierarchy classifications each reporting period.  Transfers in and/or (out) of Level 3 in the first six months of 2011 and 2010 include transfers due to changes in the observability of the valuation attributes resulting in a reclassification of certain financial assets or liabilities. In addition, for the quarter ended June 30, 2011, we re-evaluated the observability of pricing inputs related to investment grade privately placed securities. As a result, we reclassified certain investment grade privately placed securities from Level 3 to Level 2.  Such reclassifications are reported as transfers in and out of Level 3 at the beginning fair value for the reporting period in which the changes occur.  There were no transfers between Level 1 and Level 2 in the first six months of 2011 or 2010 .

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

We use the following methods and assumptions to determine the estimated fair values of other financial instruments:

Cash and cash equivalents.   The carrying amount for these instruments approximates their estimated fair value.

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

Other invested assets.   We use quoted market prices, where available.  When quotes are not available, we estimate the fair value based on discounted future expected cash flows or independent transactions which establish a value for our investment.  Investments in limited partnerships are accounted for under the equity method which approximates estimated fair value.

Insurance liabilities for interest-sensitive products.   We discount future expected cash flows based on interest rates currently being offered for similar contracts with similar maturities.

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

The estimated fair values of our financial instruments at June 30, 2011 and December 31, 2010 , were as follows (dollars in millions):

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

	
																
 	June 30, 2011	 	December 31, 2010	
 	Carrying
amount	 	Estimated fair
value	 	Carrying
amount	 	Estimated fair
value	
Financial assets:	 	 	 	 	 	 	 	
Fixed maturities, available for sale	$	21,622.9		 	$	21,622.9		 	$	20,633.9		 	$	20,633.9		
Equity securities	129.6		 	129.6		 	68.1		 	68.1		
Mortgage loans	1,752.8		 	1,799.4		 	1,761.2		 	1,762.6		
Policy loans	279.5		 	279.5		 	284.4		 	284.4		
Trading securities	83.5		 	83.5		 	372.6		 	372.6		
Investments held by securitization entities	414.0		 	414.0		 	420.9		 	420.9		
Other invested assets	252.2		 	252.2		 	240.9		 	240.9		
Cash and cash equivalents	605.5		 	605.5		 	598.7		 	598.7		
Financial liabilities:	 		 	 		 	 		 	 		
Insurance liabilities for interest-sensitive products (a)	$	13,152.8		 	$	13,152.8		 	$	13,194.7		 	$	13,194.7		
Investment borrowings	1,305.3		 	1,336.1		 	1,204.1		 	1,265.3		
Borrowings related to variable interest entities	317.3		 	286.9		 	386.9		 	345.1		
Notes payable – direct corporate obligations	934.5		 	1,118.0		 	998.5		 	1,166.4		
____________________
		
(a)	The estimated fair value of insurance liabilities for interest-sensitive products was approximately equal to its carrying value at June 30, 2011 and December 31, 2010 .  This was because interest rates credited on the vast majority of account balances approximate current rates paid on similar products and because these rates are not generally guaranteed beyond one year.	

SUBSEQUENT EVENTS

On July 5, 2011, C. James Prieur, Chief Executive Officer and a Director informed the Board of Directors (the "Board") of the Company that he will be retiring as Chief Executive Officer and as a Director effective September 30, 2011.

On July 5, 2011, Edward J. Bonach, currently the Company's Executive Vice President and Chief Financial Officer, was appointed Chief Executive Officer of the Company, effective October 1, 2011. Mr. Bonach was also appointed as a Director of the Company, effective October 1, 2011. Mr. Bonach will remain CFO until his successor has been appointed.

On July 5, 2011, the Board also elected Scott R. Perry to the new position of Chief Operating Officer of the Company, effective immediately. Mr. Perry is currently President of Bankers Life and will continue to hold that position.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	

In this section, we review the consolidated financial condition of CNO at June 30, 2011, and the consolidated results of operations for the three and six months ended June 30, 2011 and 2010, and, where appropriate, factors that may affect future financial performance.  Please read this discussion in conjunction with the accompanying consolidated financial statements and notes.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our statements, trend analyses and other information contained in this report and elsewhere (such as in filings by CNO with the SEC, press releases, presentations by CNO or its management or oral statements) relative to markets for CNO’s products and trends in CNO’s operations or financial results, as well as other statements, contain forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995.  Forward-looking statements typically are identified by the use of terms such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “project,” “intend,” “may,” “will,” “would,” “contemplate,” “possible,” “attempt,” “seek,” “should,” “could,” “goal,” “target,” “on track,” “comfortable with,” “optimistic” and similar words, although some forward-looking statements are expressed differently.  You should consider statements that contain these words carefully because they describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our results of operations, financial position, and our business outlook or they state other “forward-looking” information based on currently available information.  The “Risk Factors” section of our 2010 Annual Report on Form 10-K provides examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements.  Assumptions and other important factors that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, among other things:

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

•	general economic, market and political conditions, including the performance and fluctuations of the financial markets which may affect the value of our investments as well as our ability to raise capital or refinance existing indebtedness and the cost of doing so;	

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

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

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

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

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

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

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

•	our assumption that the positions we take on our tax return filings, including our position that our 7.0% Debentures will not be treated as stock for purposes of Section 382 of the Code and will not trigger an ownership change, will not be successfully challenged by the IRS;	

•	changes in accounting principles and the interpretation thereof (including changes in principles related to accounting for deferred acquisition costs);	

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

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

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

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

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

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

•	our ability to maintain effective controls over financial reporting;	

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

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

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

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

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

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

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

OVERVIEW

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

Beginning July 1, 2010, management has changed the manner in which it disaggregates the Company’s operations for making operating decisions and assessing performance.  As a result, the Company manages its business through the following operating segments: Bankers Life, Washington National and Colonial Penn, which are defined on the basis of product distribution; Other CNO Business, comprised primarily of products we no longer sell actively; and corporate operations, comprised of holding company activities and certain noninsurance company businesses.  All prior period segment disclosures have been revised to conform to management’s current view of the Company’s operating segments.  The Company’s segments are described below:

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

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

arrangement with Coventry.

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

•	Colonial Penn , which markets primarily graded benefit and simplified issue life insurance directly to customers through television advertising, direct mail, the internet and telemarketing.  The Colonial Penn segment includes primarily the business of Colonial Penn Life Insurance Company.	

•	Other CNO Business, which consists of blocks of interest-sensitive life insurance, traditional life insurance, annuities, long-term care insurance and other supplemental health products.  These blocks of business are not being actively marketed and were primarily issued or acquired by Conseco Life Insurance Company and Washington National Insurance Company.	

The following summarizes our earnings for the three and six months ending June 30, 2011 and 2010 (dollars in millions, except per share data):

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Earnings before net realized investment gains (losses), corporate interest expense, loss on extinguishment of debt and income taxes (“EBIT” a non-GAAP financial measure) (a):	 	 	 	 	 	 	 	
Bankers Life	$	84.7		 	$	64.0		 	$	148.6		 	$	117.2		
Washington National	22.7		 	21.1		 	47.9		 	48.7		
Colonial Penn	7.6		 	7.6		 	13.0		 	12.9		
Other CNO Business	4.8		 	8.8		 	11.9		 	6.9		
Corporate Operations, excluding corporate interest expense	(11.3	)	 	(11.8	)	 	(11.8	)	 	(16.8	)	
EBIT	108.5		 	89.7		 	209.6		 	168.9		
Corporate interest expense	(19.3	)	 	(19.8	)	 	(39.9	)	 	(39.3	)	
Income before loss on extinguishment of debt, net realized investment gains (losses) and taxes	89.2		 	69.9		 	169.7		 	129.6		
Tax expense on operating income	31.7		 	25.0		 	60.3		 	46.5		
Net operating income	57.5		 	44.9		 	109.4		 	83.1		
Loss on extinguishment of debt, net of income taxes	(0.4	)	 	(.6	)	 	(1.3	)	 	(1.8	)	
Net realized investment gains (losses) (net of related amortization and taxes)	2.4		 	(11.2	)	 	5.3		 	(14.3	)	
Net income	$	59.5		 	$	33.1		 	$	113.4		 	$	67.0		
Per diluted share:	 	 	 		 	 		 	 		
Net operating income	$	.20		 	$	.16		 	$	.38		 	$	.30		
Net realized investment gains (losses), net of related amortization and taxes	.01		 	(.04	)	 	.02		 	(.05	)	
Loss on extinguishment of debt, net of income taxes	—		 	—		 	(.01	)	 	—		
Net income	$	.21		 	$	.12		 	$	.39		 	$	.25		
____________
		
(a)	Management believes that an analysis of EBIT provides a clearer comparison of the operating results of the Company from period to period because it excludes:  (i) corporate interest expense; (ii) loss on extinguishment of debt; and (iii) net realized investment gains (losses) that are unrelated to the Company’s underlying fundamentals.  The table above reconciles the non-GAAP measure to the corresponding GAAP measure.	

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

CRITICAL ACCOUNTING POLICIES

Refer to “Critical Accounting Policies” in our 2010 Annual Report on Form 10-K for information on our accounting policies that we consider critical in preparing our consolidated financial statements.

RESULTS OF OPERATIONS

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

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Income (loss) before net realized investment gains (losses), net of related amortization and income taxes (a non-GAAP measure) (a):	 	 	 	 	 	 	 	
Bankers Life	$	84.7		 	$	64.0		 	$	148.6		 	$	117.2		
Washington National	22.7		 	21.1		 	47.9		 	48.7		
Colonial Penn	7.6		 	7.6		 	13.0		 	12.9		
Other CNO Business	4.8		 	8.8		 	11.9		 	6.9		
Corporate operations	(31.2	)	 	(32.5	)	 	(53.7	)	 	(58.8	)	
 	88.6		 	69.0		 	167.7		 	126.9		
Net realized investment gains (losses), net of related amortization:	 	 	 	 	 		 	 		
Bankers Life	(1.4	)	 	(9.8	)	 	4.2		 	(13.3	)	
Washington National	(.5	)	 	—		 	(1.0	)	 	(1.2	)	
Colonial Penn	.2		 	—		 	1.3		 	.5		
Other CNO Business	1.4		 	(6.0	)	 	.8		 	(5.3	)	
Corporate operations	3.9		 	(1.4	)	 	2.8		 	(2.7	)	
 	3.6		 	(17.2	)	 	8.1		 	(22.0	)	
Income (loss) before income taxes:	 	 	 	 	 		 	 		
Bankers Life	83.3		 	54.2		 	152.8		 	103.9		
Washington National	22.2		 	21.1		 	46.9		 	47.5		
Colonial Penn	7.8		 	7.6		 	14.3		 	13.4		
Other CNO Business	6.2		 	2.8		 	12.7		 	1.6		
Corporate operations	(27.3	)	 	(33.9	)	 	(50.9	)	 	(61.5	)	
Income before income taxes	$	92.2		 	$	51.8		 	$	175.8		 	$	104.9		
____________________
		
(a)	These non-GAAP measures as presented in the above table and in the following segment financial data and discussions of segment results exclude net realized investment gains (losses), net of related amortization and before income taxes.  These are considered non-GAAP financial measures.  A non-GAAP measure is a numerical measure of a company’s performance, financial position, or cash flows that excludes or includes amounts that are normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.	

These non-GAAP financial measures of “income (loss) before net realized investment gains (losses), net of related amortization, and before income taxes” differ from “income (loss) before income taxes” as presented in our consolidated statement of operations prepared in accordance with GAAP due to the exclusion of before tax realized investment gains (losses), net of related amortization.  We measure segment performance excluding realized investment gains (losses) because we believe that this performance measure is a better indicator of the ongoing businesses and trends in our business.  Our primary investment focus is on investment income to support our liabilities for insurance products as opposed to the generation of realized investment gains (losses), and a long-term focus is necessary to maintain profitability over the life of the business. Realized investment gains (losses) depend on market conditions and do not necessarily relate to decisions regarding the

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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underlying business of our segments.  However, “income (loss) before net realized investment gains (losses), net of related amortization, and before income taxes” does not replace “income (loss) before income taxes” as a measure of overall profitability. We may experience realized investment gains (losses), which will affect future earnings levels since our underlying business is long-term in nature and we need to earn the assumed interest rates on the investments backing our liabilities for insurance products to maintain the profitability of our business.  In addition, management uses this non-GAAP financial measure in its budgeting process, financial analysis of segment performance and in assessing the allocation of resources. We believe these non-GAAP financial measures enhance an investor’s understanding of our financial performance and allows them to make more informed judgments about the Company as a whole.  These measures also highlight operating trends that might not otherwise be transparent.  The table above reconciles the non-GAAP measure to the corresponding GAAP measure.

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

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Bankers Life (dollars in millions):

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Premium collections:	 	 	 	 	 	 	 	
Annuities	$	259.1		 	$	281.1		 	$	481.3		 	$	505.3		
Medicare supplement and other supplemental health	329.1		 	332.4		 	666.7		 	679.5		
Life	62.0		 	52.1		 	118.4		 	98.6		
Total collections	$	650.2		 	$	665.6		 	$	1,266.4		 	$	1,283.4		
Average liabilities for insurance products:	 	 	 	 	 		 	 		
Annuities:	 	 	 	 	 		 	 		
Mortality based	$	243.1		 	$	250.7		 	$	244.5		 	$	251.2		
Fixed index	2,268.3		 	1,769.7		 	2,208.0		 	1,727.4		
Deposit based	4,793.2		 	4,905.5		 	4,812.8		 	4,905.4		
Medicare supplement and other supplemental health	4,529.9		 	4,337.4		 	4,509.8		 	4,306.6		
Life:	 	 	 	 	 	 	 	
Interest sensitive	425.2		 	412.2		 	422.8		 	410.0		
Non-interest sensitive                                                                                        	416.8		 	346.9		 	407.3		 	339.2		
Total average liabilities for insurance products, net of reinsurance ceded	$	12,676.5		 	$	12,022.4		 	$	12,605.2		 	$	11,939.8		
Revenues:	 	 	 	 	 		 	 		
Insurance policy income	$	409.6		 	$	400.7		 	$	809.6		 	$	796.9		
Net investment income:	 	 	 	 	 	 	 	
General account invested assets	196.5		 	177.0		 	387.8		 	349.2		
Fixed index products	.4		 	(15.3	)	 	18.7		 	(3.2	)	
Other special-purpose portfolios	—		 	(1.2	)	 	—		 	.4		
Fee revenue and other income	3.3		 	2.7		 	5.6		 	5.0		
Total revenues	609.8		 	563.9		 	1,221.7		 	1,148.3		
Expenses:	 	 	 	 	 	 	 	
Insurance policy benefits	351.3		 	344.2		 	688.9		 	694.8		
Amounts added to policyholder account balances:	 	 	 	 	 	 	 	
Annuity products and interest-sensitive life products other than fixed index products	40.5		 	44.1		 	81.3		 	87.9		
Fixed index products	17.1		 	(5.6	)	 	43.5		 	16.5		
Amortization related to operations	69.7		 	70.6		 	171.6		 	137.6		
Interest expense on investment borrowings	1.1		 	—		 	2.3		 	—		
Other operating costs and expenses	45.4		 	46.6		 	85.5		 	94.3		
Total benefits and expenses	525.1		 	499.9		 	1,073.1		 	1,031.1		
Income before net realized investment gains (losses), net of related amortization, and income taxes	84.7		 	64.0		 	148.6		 	117.2		
Net realized investment gains (losses)	(1.8	)	 	(10.3	)	 	4.8		 	(13.3	)	
Amortization related to net realized investment gains (losses)	.4		 	.5		 	(.6	)	 	—		
Net realized investment gains (losses), net of related amortization	(1.4	)	 	(9.8	)	 	4.2		 	(13.3	)	
Income before income taxes	$	83.3		 	$	54.2		 	$	152.8		 	$	103.9		

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
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 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Health benefit ratios:	 	 	 	 	 	 	 	
All health lines:	 	 	 	 	 	 	 	
Insurance policy benefits	$	305.0		 	$	302.9		 	$	602.6		 	$	614.7		
Benefit ratio (a)	88.8	%	 	88.4	%	 	88.2	%	 	89.3	%	
Medicare supplement:	 	 	 	 	 	 	 	
Insurance policy benefits	$	125.3		 	$	126.2		 	$	247.0		 	$	256.4		
Benefit ratio (a)	69.8	%	 	70.7	%	 	68.5	%	 	71.8	%	
PDP:	 	 	 	 	 	 	 	
Insurance policy benefits	$	14.8		 	$	17.7		 	$	27.7		 	$	33.7		
Benefit ratio (a)	88.6	%	 	89.8	%	 	89.0	%	 	89.3	%	
PFFS:	 	 	 	 	 	 	 	
Insurance policy benefits	$	(.1	)	 	$	(4.3	)	 	$	(.8	)	 	$	(9.4	)	
Benefit ratio (a)	N/A		 	N/A		 	N/A		 	N/A		
Long-term care:	 	 	 	 	 	 	 	
Insurance policy benefits	$	165.0		 	$	163.3		 	$	328.7		 	$	334.0		
Benefit ratio (a)	115.0	%	 	113.0	%	 	114.2	%	 	113.7	%	
Interest-adjusted benefit ratio (b)	71.6	%	 	71.9	%	 	71.2	%	 	73.6	%	
____________________
		
(a)	We calculate benefit ratios by dividing the related product’s insurance policy benefits by insurance policy income.	
		
(b)	We calculate the interest-adjusted benefit ratio (a non-GAAP measure) for Bankers Life’s long-term care products by dividing such product’s insurance policy benefits less interest income on the accumulated assets backing the insurance liabilities by policy income.  These are considered non-GAAP financial measures.  A non-GAAP measure is a numerical measure of a company’s performance, financial position, or cash flows that excludes or includes amounts that are normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.	

These non-GAAP financial measures of “interest-adjusted benefit ratios” differ from “benefit ratios” due to the deduction of interest income on the accumulated assets backing the insurance liabilities from the product’s insurance policy benefits used to determine the ratio.  Interest income is an important factor in measuring the performance of health products that are expected to be inforce for a longer duration of time, are not subject to unilateral changes in provisions (such as non-cancelable or guaranteed renewable contracts) and require the performance of various functions and services (including insurance protection) for an extended period of time.  The net cash flows from long-term care products generally cause an accumulation of amounts in the early years of a policy (accounted for as reserve increases) that will be paid out as benefits in later policy years (accounted for as reserve decreases).  Accordingly, as the policies age, the benefit ratio will typically increase, but the increase in benefits will be partially offset by interest income earned on the accumulated assets.  The interest-adjusted benefit ratio reflects the effects of the interest income offset.  Since interest income is an important factor in measuring the performance of this product, management believes a benefit ratio that includes the effect of interest income is useful in analyzing product performance.  We utilize the interest-adjusted benefit ratio in measuring segment performance because we believe that this performance measure is a better indicator of the ongoing businesses and trends in the business.  However, the “interest-adjusted benefit ratio” does not replace the “benefit ratio” as a measure of current period benefits to current period insurance policy income.  Accordingly, management reviews both “benefit ratios” and “interest-adjusted benefit ratios” when analyzing the financial results attributable to these products.  The investment income earned on the accumulated assets backing Bankers Life’s long-term care reserves was $62.3 million and $59.3 million in the three months ended June 30, 2011 and 2010, respectively, and $123.8 million and $117.8 million in the six months ended June 30, 2011 and 2010, respectively.

Total premium collections were $650.2 million in the second quarter of 2011, down 2.3 percent from 2010, and were $1,266.4 million in the first six months of 2011, down 1.3 percent from 2010.  See “Premium Collections” for further analysis of Bankers Life’s premium collections.

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Average liabilities for insurance products, net of reinsurance ceded were $12.7 billion in the second quarter of 2011, up 5.4 percent from 2010, and were $12.6 billion in the first six months of 2011, up 5.6 percent from 2010.  The increase in such liabilities was primarily due to increases in annuity and health reserves resulting from new sales of these products.

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

Net investment income on general account invested assets (which excludes income on policyholder accounts and other special-purpose portfolios) was $196.5 million in the second quarter of 2011, up 11 percent from 2010, and was $387.8 million in the first six months of 2011, up 11 percent from 2010.  The average balance of general account invested assets was $13.4 billion and $12.0 billion in the second quarters of 2011 and 2010, respectively.  The average yield on these assets was 5.85 percent and 5.88 percent in the second quarters of 2011 and 2010, respectively.  The average balance of general account invested assets was $13.4 billion and $12.0 billion in the first six months of 2011 and 2010, respectively. The average yield on these assets was 5.80 percent and 5.84 percent in the first six months of 2011 and 2010, respectively. The increase in general account invested assets is primarily due to:  (i) sales of our annuity and health products in recent periods; and (ii) the proceeds from collateralized borrowings from the FHLB pursuant to an investment borrowing program that commenced in September 2010.  The increase in net investment income in the 2011 periods reflects: (i) the growth in general account invested assets; and (ii) higher bond prepayment income. Prepayment income was $6.0 million and $1.9 million in the second quarters of 2011 and 2010, respectively; and was $9.9 million and $5.1 million in the first six months of 2011 and 2010, respectively.  The decline in average yield is primarily due to the increase in variable rate investments purchased with the proceeds from the collateralized borrowings from the FHLB.

Net investment income related to fixed index products represents the change in the estimated fair value of options which are purchased in an effort to hedge certain potential benefits accruing to the policyholders of our fixed index products.  Our fixed index products are designed so that the investment income spread earned on the related insurance liabilities is expected to be more than adequate to cover the cost of the options and other costs related to these policies.  Net investment income (loss) related to fixed index products was $(6.4) million and $(31.2) million in the second quarters of 2011 and 2010, respectively, and was $14.7 million and $(19.9) million in the six months ended June 30, 2011 and 2010, respectively.  Such amounts are generally offset by the corresponding charge (credit) to amounts added to policyholder account balances for fixed index products based on the change in value of the indices.  Such income and related charges fluctuate based on the value of options embedded in the segment’s fixed index annuity policyholder account balances subject to this benefit and to the performance of the index to which the returns on such products are linked. For periods prior to June 30, 2011, net investment income related to fixed index products also included income (loss) on trading securities which were held to offset the change in estimated fair values of the embedded derivatives related to our fixed index products caused by interest rate fluctuations.  During the second quarter of 2011, we sold this trading portfolio. Such trading account income (loss) was $6.8 million and $15.9 million in the second quarters of 2011 and 2010, respectively, and was $4.0 million and $16.7 million in the six months ended June 30, 2011 and 2010, respectively.  

Net investment income on other special-purpose portfolios in the 2010 period includes the income related to Company-owned life insurance (“COLI”) which was purchased as an investment vehicle to fund the deferred compensation plan for certain agents.  The COLI assets are not assets of the deferred compensation plan, and as a result, are accounted for outside the plan and are recorded in the consolidated balance sheet as other invested assets.  Changes in the cash surrender value (which approximates net realizable value) of the COLI assets were recorded as net investment income and totaled $(1.2) million in the second quarter of 2010 and $.4 million in the first six months of 2010.  Beginning in the first quarter of 2011, the Bankers Life segment is allocated a return on COLI investments equivalent to the yield on the Company’s overall portfolio (classified as net investment income on general account assets); and the Corporate Operations segment is allocated any difference between the actual COLI return and the amount allocated to the Bankers Life segment.

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

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

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estimate.  Our insurance policy benefits reflected reserve redundancies from prior years of $10.5 million and $3.7 million in the first six months of 2011 and 2010, respectively.  Excluding the effects of prior period claim reserve redundancies, our benefit ratios would have been 71.4 percent and 72.8 percent in the first six months of 2011 and 2010, respectively.  

The insurance policy benefits on our prescription drug plan (“PDP”) and PFFS business result from our quota-share reinsurance agreements with Coventry.  Coventry ceased selling PFFS plans effective January 1, 2010.  Effective January 1, 2010, the Company no longer assumes the underwriting risk related to PFFS business.  Bankers Life offers Humana’s Medicare Advantage plans to its policyholders and consumers nationwide through its career agency force and receives marketing fees based on sales.  Insurance margins (insurance policy income less insurance policy benefits) on the PDP business were $1.9 million and $2.0 million in the second quarters of 2011 and 2010, respectively, and were $3.4 million and $4.0 million in the six months ended June 30, 2011 and 2010, respectively.  In the first six months of 2011 and 2010, reserves related to the terminated PFFS business were released due to favorable claim developments resulting in insurance policy benefits of $(.8) million and $(9.4) million, respectively.

The net cash flows from our long-term care products generally cause an accumulation of amounts in the early years of a policy (accounted for as reserve increases) which will be paid out as benefits in later policy years (accounted for as reserve decreases).  Accordingly, as the policies age, the benefit ratio typically increases, but the increase in reserves is partially offset by investment income earned on the accumulated assets.  The benefit ratio on our long-term care business in the Bankers Life segment was 115.0 percent and 113.0 percent in the second quarters of 2011 and 2010, respectively, and was 114.2 percent and 113.7 percent in the first six months of 2011 and 2010, respectively.  The interest-adjusted benefit ratio on this business was 71.6 percent and 71.9 percent in the second quarters of 2011 and 2010, respectively, and was 71.2 percent and 73.6 percent in the first six months of 2011 and 2010, respectively.  Since the insurance product liabilities we establish for long-term care business are subject to significant estimates, the ultimate claim liability we incur for a particular period is likely to be different than our initial estimate.  Our insurance policy benefits reflected reserve redundancies from prior years of $15.0 million and $14.8 million in the first six months of 2011 and 2010, respectively.  Excluding the effects of prior year claim reserve redundancies, our benefit ratios would have been 119.4 percent and 118.7 percent in the first six months of 2011 and 2010, respectively.
 
Over the past several years, we have implemented rate increases in the long-term care block in the Bankers Life segment. In October 2010, we commenced additional rate increase filings on certain long-term care blocks.  We expect to implement rate increases of approximately $37 million after approval from all states.  Approximately $15.6 million of approvals had been received as of June 30, 2011.  In the first six months of 2011, the income before income taxes in the Bankers Life segment reflected a reduction in insurance policy benefits partially offset by additional amortization of insurance acquisition costs due to the impacts of recent rate increases. These impacts netted to $10.5 million and include:  (i) the reduction in liabilities for policyholders choosing to lapse their policies rather than paying higher rates; (ii) the reduction in liabilities for policyholders choosing to reduce their coverages to achieve a lower cost; offset by (iii) the increase in the liabilities related to waiver of premium benefits to reflect higher premiums after the rate increases; and (iv) increased amortization of insurance acquisition costs resulting from the increase in lapses.

Amounts added to policyholder account balances for annuity products and interest-sensitive life products were $40.5 million in the second quarter of 2011, down 8.2 percent from 2010, and were $81.3 million in the first six months of 2011, down 7.5 percent from 2010.  The weighted average crediting rate for these products was 3.1 percent and 3.3 percent in the second quarters of 2011 and 2010, respectively, and 3.1 percent and 3.3 percent in the first six months of 2011 and 2010, respectively.  

Amounts added to fixed index products based on change in value of the indices will generally fluctuate with the corresponding related investment income accounts described above.

Amortization related to operations includes amortization of deferred acquisition costs and the present value of future profits.  Deferred acquisition costs and the present value of future profits are collectively referred to as “insurance acquisition costs.”  Insurance acquisition costs are generally amortized either:  (i) in relation to the estimated gross profits for universal life and investment-type products; or (ii) in relation to actual and expected premium revenue for other products.  In addition, for universal life and investment-type products, we are required to adjust the total amortization recorded to date through the statement of operations if actual experience or other evidence suggests that earlier estimates of future gross profits should be revised. Accordingly, amortization for universal life and investment-type products is dependent on the profits realized during the period and on our expectation of future profits.  For other products, we amortize insurance acquisition costs in relation to actual and expected premium revenue, and amortization is only adjusted if expected premium revenue changes or if we determine the balance of these costs is not recoverable from future profits.  Bankers Life’s amortization expense was $69.7

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million and $70.6 million in the second quarters of 2011 and 2010, respectively, and was $171.6 million and $137.6 million in the six months ended June 30, 2011 and 2010, respectively.  During the first quarter of 2011, we experienced higher policy lapses than we anticipated on our Medicare supplement products, including lapses where policyholders terminated their current policy and purchased a lower cost policy offered through this segment.  These lapses reduced our estimates of future expected premium income and, accordingly, we recognized additional amortization expense of $23 million.  Amortization expense related to our annuity block continued to increase in 2011 due to higher gross profits on this business.

Other operating costs and expenses in our Bankers Life segment were $45.4 million in the second quarter of 2011, down 2.6 percent from 2010, and were $85.5 million in the first six months of 2011, down 9.3 percent from 2010.  Other operating costs and expenses include the following (dollars in millions):

	
																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Expenses related to the marketing and quota-share agreements with Coventry	$	2.6		 	$	2.3		 	$	4.6		 	$	8.1		
Commission expense	3.5		 	4.0		 	7.0		 	8.3		
Other operating expenses	39.3		 	40.3		 	73.9		 	77.9		
Total	$	45.4		 	$	46.6		 	$	85.5		 	$	94.3		

Net realized investment gains (losses)   fluctuate each period.  During the first six months of 2011, net realized investment gains in this segment included $10.1 million of net gains from the sales of investments (primarily fixed maturities) and $5.3 million of writedowns of investments for other than temporary declines in fair value recognized through net income. During the first six months of 2010, net realized investment losses in this segment included $9.5 million of net gains from the sales of investments (primarily fixed maturities) and $22.8 million of writedowns of investments for other than temporary declines in fair value recognized through net income ($20.7 million, prior to the $(2.1) million of impairment losses recognized through accumulated other comprehensive income (loss)).

Amortization related to net realized investment losses is the increase or decrease in the amortization of insurance acquisition costs which results from realized investment gains or losses.  When we sell securities which back our universal life and investment-type products at a gain (loss) and reinvest the proceeds at a different yield, we increase (reduce) the amortization of insurance acquisition costs in order to reflect the change in estimated gross profits due to the gains (losses) realized and the resulting effect on estimated future yields.  Sales of fixed maturity investments resulted in an increase (decrease) in the amortization of insurance acquisition costs of $(.4) million and $(.5) million in the second quarters of 2011 and 2010, respectively, and $.6 million and nil in the six months ended June 30, 2011 and 2010, respectively.

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Washington National (dollars in millions):

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Premium collections:	 	 	 	 	 	 	 	
Medicare supplement and other supplemental health	$	142.4		 	$	139.9		 	$	285.2		 	$	281.3		
Life	3.9		 	3.8		 	8.2		 	8.2		
Total collections	$	146.3		 	$	143.7		 	$	293.4		 	$	289.5		
Average liabilities for insurance products:	 	 	 	 	 		 	 	
Medicare supplement and other supplemental health	$	2,437.1		 	$	2,485.5		 	$	2,435.8		 	$	2,507.8		
Non-interest sensitive life	202.2		 	206.5		 	203.7		 	206.7		
Total average liabilities for insurance products, net of reinsurance ceded	$	2,639.3		 	$	2,692.0		 	$	2,639.5		 	$	2,714.5		
Revenues:	 	 	 	 	 		 	 		
Insurance policy income	$	146.6		 	$	144.7		 	$	292.0		 	$	290.1		
Net investment income:	 	 	 	 	 	 	 		
General account invested assets	46.7		 	45.8		 	93.0		 	91.3		
Trading account income related to reinsurer accounts	.7		 	1.1		 	1.0		 	1.9		
Change in value of embedded derivatives related to modified coinsurance agreements	(.7	)	 	(1.0	)	 	(1.0	)	 	(1.9	)	
Fee revenue and other income	.2		 	.2		 	.5		 	.5		
Total revenues	193.5		 	190.8		 	385.5		 	381.9		
Expenses:	 	 	 	 	 		 	 		
Insurance policy benefits	118.3		 	116.7		 	230.5		 	229.2		
Amortization related to operations	14.0		 	13.1		 	30.1		 	27.9		
Other operating costs and expenses	38.5		 	39.9		 	77.0		 	76.1		
Total benefits and expenses	170.8		 	169.7		 	337.6		 	333.2		
Income before net realized investment losses and income taxes	22.7		 	21.1		 	47.9		 	48.7		
Net realized investment losses	(.5	)	 	—		 	(1.0	)	 	(1.2	)	
Income before income taxes	$	22.2		 	$	21.1		 	$	46.9		 	$	47.5		
Health benefit ratios:	 	 	 	 	 		 	 		
All health lines:	 	 	 	 	 		 	 		
Insurance policy benefits	$	114.0		 	$	109.7		 	$	221.3		 	$	219.1		
Benefit ratio (a)	79.8	%	 	78.0	%	 	77.9	%	 	77.9	%	
Medicare supplement:	 	 	 	 	 	 	 	
Insurance policy benefits	$	24.8		 	$	26.4		 	$	48.3		 	$	53.8		
Benefit ratio (a)	71.1	%	 	65.8	%	 	68.7	%	 	65.8	%	
Supplemental health:	 	 	 	 	 	 	 	
Insurance policy benefits	$	88.4		 	$	82.5		 	$	170.8		 	$	163.1		
Benefit ratio (a)	82.7	%	 	83.2	%	 	80.7	%	 	82.8	%	
Interest-adjusted benefit ratio (b)	54.1	%	 	52.0	%	 	51.6	%	 	50.7	%	
Other health:	 	 	 	 	 	 	 	
Insurance policy benefits	$	.8		 	$	.8		 	$	2.2		 	$	2.2		
Benefit ratio (a)	74.8	%	 	58.8	%	 	99.5	%	 	88.2	%	

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

These non-GAAP financial measures of “interest-adjusted benefit ratios” differ from “benefit ratios” due to the deduction of interest income on the accumulated assets backing the insurance liabilities from the product’s insurance policy benefits used to determine the ratio.  Interest income is an important factor in measuring the performance of health products that are expected to be inforce for a longer duration of time, are not subject to unilateral changes in provisions (such as non-cancelable or guaranteed renewable contracts) and require the performance of various functions and services (including insurance protection) for an extended period of time.  The net cash flows from supplemental health products generally cause an accumulation of amounts in the early years of a policy (accounted for as reserve increases) that will be paid out as benefits in later policy years (accounted for as reserve decreases).  Accordingly, as the policies age, the benefit ratio will typically increase, but the increase in benefits will be partially offset by interest income earned on the accumulated assets.  The interest-adjusted benefit ratio reflects the effects of the interest income offset. Since interest income is an important factor in measuring the performance of these products, management believes a benefit ratio that includes the effect of interest income is useful in analyzing product performance.  We utilize the interest-adjusted benefit ratio in measuring segment performance because we believe that this performance measure is a better indicator of the ongoing businesses and trends in the business.  However, the “interest-adjusted benefit ratio” does not replace the “benefit ratio” as a measure of current period benefits to current period insurance policy income. Accordingly, management reviews both “benefit ratios” and “interest-adjusted benefit ratios” when analyzing the financial results attributable to these products.  The investment income earned on the accumulated assets backing the supplemental health reserves was $30.6 million and $31.0 million in the three months ended June 30, 2011 and 2010, respectively, and $61.6 million and $63.2 million in the six months ended June 30, 2011 and 2010, respectively.

Total premium collections were   $146.3 million in the second quarter of 2011, up 1.8 percent from 2010, and were $293.4 million in the first six months of 2011, up 1.3 percent from 2010.  See “Premium Collections” for further analysis.

Average liabilities for insurance products, net of reinsurance ceded were $2.6 billion in the second quarter of 2011, down 2.0 percent from 2010, and were $2.6 billion in the first six months of 2011, down 2.8 percent from 2010.  The decrease in such liabilities was primarily due to policyholder redemptions and lapses exceeding new sales.

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

Net investment income on general account invested assets (which excludes income on policyholder and reinsurer accounts) was $46.7 million in the second quarter of 2011, up 2.0 percent from 2010, and was $93.0 million in the first six months of 2011, up 1.9 percent from 2010.  The average balance of general account invested assets was $3.1 billion in both the second quarters of 2011 and 2010.  The average yield on these assets was 5.95 percent and 5.87 percent in the second quarters of 2011 and 2010, respectively.  The average balance of general account invested assets was $3.1 billion in both the first six months of 2011 and 2010. The average yield on these assets was 5.94 percent and 5.83 percent in the first six months of 2011 and 2010, respectively. The increase in yield in the 2011 period primarily resulted from shifts among asset classes to increase income.

Trading account income related to reinsurer accounts represents the income on trading securities which are held to act as hedges for embedded derivatives related to certain modified coinsurance agreements.  The income on our trading account securities is designed to substantially offset the change in value of embedded derivatives related to modified coinsurance agreements described below.

Change in value of embedded derivatives related to modified coinsurance agreements is described in the note to our consolidated financial statements entitled “Accounting for Derivatives.” We hold a specific block of investments related to these agreements in our trading securities account, which we carry at estimated fair value with changes in such value recognized as trading account income.  The change in the value of the embedded derivatives has largely been offset by the change in value of the trading securities.

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

The benefit ratios on Washington National’s Medicare supplement products have been impacted by increases in policyholder lapses following our premium rate increase actions and competition from companies offering Medicare Advantage products.  We establish active life reserves for these policies, which are in addition to amounts required for incurred claims. When policies lapse, active life reserves for such lapsed policies are released, resulting in decreased insurance policy benefits (although such decrease is substantially offset by additional amortization expense).  In addition, the insurance product liabilities we establish for our Medicare supplement business are subject to significant estimates and the ultimate claim liability we incur for a particular period is likely to be different than our initial estimate.  Our insurance policy benefits reflected claim reserve redundancies from prior years of $.1 million and $3.6 million in the first six months of 2011 and 2010, respectively. Excluding the effects of prior year claim reserve redundancies, our benefit ratios for the Medicare supplement block would have been 68.8 percent and 70.2 percent in the first six months of 2011 and 2010, respectively.  The decrease in the benefit ratio in the 2011 period is primarily due to favorable claim development.  Government regulations generally require us to attain and maintain a ratio of total benefits incurred to total premiums earned (excluding changes in policy benefit reserves), after three years from the original issuance of the policy and over the lifetime of the policy, of not less than 65 percent on these products, as determined in accordance with statutory accounting principles.  Insurance margins (insurance policy income less insurance policy benefits) on these products were $10.1 million and $13.8 million in the second quarters of 2011 and 2010, respectively, and were $22.1 million and $28.0 million in the six months ended June 30, 2011 and 2010, respectively.  Such decrease is primarily due to lower sales and policyholder lapses.

Washington National’s supplemental health products (including specified disease, accident and hospital indemnity products) generally provide fixed or limited benefits.  For example, payments under cancer insurance policies are generally made directly to, or at the direction of, the policyholder following diagnosis of, or treatment for, a covered type of cancer.  Approximately three-fourths of our supplemental health policies inforce (based on policy count) are sold with return of premium or cash value riders.  The return of premium rider generally provides that after a policy has been inforce for a specified number of years or upon the policyholder reaching a specified age, we will pay to the policyholder, or a beneficiary under the policy, the aggregate amount of all premiums paid under the policy, without interest, less the aggregate amount of all claims incurred under the policy.  The cash value rider is similar to the return of premium rider, but also provides for payment of a graded portion of the return of premium benefit if the policy terminates before the return of premium benefit is earned. Accordingly, the net cash flows from these products generally result in the accumulation of amounts in the early years of a policy (reflected in our earnings as reserve increases) which will be paid out as benefits in later policy years (reflected in our earnings as reserve decreases which offset the recording of benefit payments).  As the policies age, the benefit ratio will typically increase, but the increase in benefits will be partially offset by investment income earned on the accumulated assets. The benefit ratio will fluctuate depending on the claim experience during the year.  Insurance margins (insurance policy income less insurance policy benefits) on these products were $18.5 million and $16.6 million in the second quarters of 2011 and 2010, respectively, and were $40.8 million and $34.0 million in the six months ended June 30, 2011 and 2010, respectively. The fluctuation in margin is primarily related to higher insurance policy income in the 2011 period due to the growth in this block of business.

The benefit ratios on Washington National’s other products are subject to fluctuations due to the smaller size of these blocks of business.

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

Other operating costs and expenses were $38.5 million in the second quarter of 2011, down 3.5 percent from 2010, and were $77.0 million in the first six months of 2011, up 1.2 percent from 2010.  Other operating costs and expenses include commission expense of $16.6 million and $17.2 million in the second quarters of 2011 and 2010, respectively, and $32.7 million and $33.1 million in the six months ended June 30, 2011 and 2010, respectively.

Net realized investment gains (losses) fluctuate each period.  During the first six months of 2011, net realized investment losses in this segment included $4.0 million of net gains from the sales of investments (primarily fixed maturities)
and $5.0 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

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During the first six months of 2010, net realized investment losses included $6.3 million of net gains from the sales of investments (primarily fixed maturities) and $7.5 million of writedowns of investments for other than temporary declines in fair value recognized through net income ($7.7 million, prior to the $.2 million of impairment losses recognized through accumulated other comprehensive income (loss)).

Colonial Penn (dollars in millions)

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Premium collections:	 	 	 	 	 	 	 	
Life	$	48.5		 	$	46.7		 	$	97.9		 	$	94.0		
Supplemental health	1.5		 	1.7		 	3.0		 	3.3		
Total collections	$	50.0		 	$	48.4		 	$	100.9		 	$	97.3		
Average liabilities for insurance products:	 	 	 	 	 		 	 		
Annuities-mortality based	$	77.8		 	$	79.3		 	$	78.2		 	$	79.6		
Supplemental health	16.3		 	17.7		 	16.4		 	17.9		
Life:	 	 	 	 	 	 	 	
Interest sensitive	20.5		 	21.6		 	20.6		 	21.7		
Non-interest sensitive	588.7		 	578.2		 	587.7		 	577.4		
Total average liabilities for insurance products, net of reinsurance ceded	$	703.3		 	$	696.8		 	$	702.9		 	$	696.6		
Revenues:	 	 	 	 	 		 	 		
Insurance policy income	$	50.9		 	$	49.3		 	$	101.2		 	$	97.5		
Net investment income:	 	 	 	 	 	 	 	
General account invested assets	10.5		 	9.7		 	20.8		 	19.4		
Fee revenue and other income	.2		 	.1		 	.4		 	.3		
Total revenues	61.6		 	59.1		 	122.4		 	117.2		
Expenses:	 	 	 	 	 		 	 		
Insurance policy benefits	37.8		 	35.2		 	76.3		 	71.6		
Amounts added to annuity and interest-sensitive life product account balances	.2		 	.2		 	.4		 	.5		
Amortization related to operations	8.6		 	8.8		 	17.6		 	17.5		
Other operating costs and expenses	7.4		 	7.3		 	15.1		 	14.7		
Total benefits and expenses	54.0		 	51.5		 	109.4		 	104.3		
Income before net realized investment gains and income taxes	7.6		 	7.6		 	13.0		 	12.9		
Net realized investment gains	0.2		 	—		 	1.3		 	.5		
Income before income taxes	$	7.8		 	$	7.6		 	$	14.3		 	$	13.4		

Total premium collections increased by 3.3 percent, to $50.0 million, in the second quarter of 2011, as compared to the same period in 2010 and by 3.7 percent, to $100.9 million, in the first six months of 2011, as compared to the same period in 2010.  See “Premium Collections” for further analysis of Colonial Penn’s premium collections.

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

Net investment income on general account invested assets (which excludes income on policyholder and reinsurer accounts) was $10.5 million in the second quarter of 2011, up 8.2 percent from 2010, and was $20.8 million in the first six months of 2011, up 7.2 percent from 2010.  The average balance of general account invested assets was $681.0 million and $658.7 million in the second quarters of 2011 and 2010, respectively.  The average yield on these assets was 6.21 percent and 5.89 percent in the second quarters of 2011 and 2010, respectively. The average balance of general account invested assets was $681.0 million and $657.8 million in the first six months of 2011 and 2010, respectively. The average yield on these assets was

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6.12 percent and 5.89 percent in the first six months of 2011 and 2010, respectively.

Insurance policy benefits in the 2011 periods increased due to the growth in this segment in recent periods.

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

Other operating costs and expenses in the 2011 periods were up slightly as compared to the same periods in 2010.

Net realized investment gains fluctuate each period.  During the first six months of 2011, net realized investment gains in this segment included $1.6 million of net gains from the sales of investments (primarily fixed maturities) and $.3 million of writedowns of investments for other than temporary declines in fair value recognized through net income.  During the first six months of 2010, net realized investment gains in this segment included $.9 million of net gains from the sales of investments (primarily fixed maturities) and $.4 million of writedowns of investments for other than temporary declines in fair value recognized through net income ($.7 million, prior to $.3 million of impairment losses recognized through accumulated other comprehensive income (loss)).

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Other CNO Business (dollars in millions):

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Premium collections:	 	 	 	 	 	 	 	
Annuities	$	5.9		 	$	4.2		 	$	10.1		 	$	9.3		
Other health	7.6		 	8.2		 	15.6		 	16.6		
Life	48.9		 	46.9		 	95.3		 	97.1		
Total collections	$	62.4		 	$	59.3		 	$	121.0		 	$	123.0		
Average liabilities for insurance products:	 	 	 	 	 		 	 		
Annuities:	 	 	 	 	 		 	 		
Mortality based	$	205.9		 	$	210.9		 	$	206.9		 	$	211.5		
Fixed index	632.1		 	728.1		 	642.1		 	735.8		
Deposit based	687.4		 	659.6		 	689.7		 	639.8		
Separate accounts	17.7		 	16.3		 	17.8		 	16.7		
Other health	481.9		 	480.1		 	481.9		 	480.5		
Life:	 	 	 	 	 	 	 	
Interest sensitive	2,506.1		 	2,593.7		 	2,516.7		 	2,600.5		
Non-interest sensitive	790.9		 	839.9		 	798.2		 	842.3		
Total average liabilities for insurance products, net of reinsurance ceded	$	5,322.0		 	$	5,528.6		 	$	5,353.3		 	$	5,527.1		
Revenues:	 	 	 	 	 		 	 		
Insurance policy income	$	72.5		 	$	73.2		 	$	144.0		 	$	148.0		
Net investment income:	 	 	 	 	 	 	 	
General account invested assets	87.6		 	88.5		 	175.8		 	176.3		
Fixed index products	(.9	)	 	(6.5	)	 	4.1		 	(2.6	)	
Trading account income related to policyholder accounts	—		 	(1.6	)	 	1.5		 	(0.7	)	
Total revenues	159.2		 	153.6		 	325.4		 	321.0		
Expenses:	 	 	 	 	 		 	 		
Insurance policy benefits	85.9		 	84.3		 	174.7		 	174.6		
Amounts added to policyholder account balances:	 	 	 	 	 	 	 	
Annuity products and interest-sensitive life products other than fixed index products	30.3		 	31.4		 	61.9		 	63.8		
Fixed index products	3.0		 	.5		 	10.1		 	11.1		
Amortization related to operations	9.9		 	3.6		 	19.0		 	15.8		
Interest expense on investment borrowings	5.0		 	5.0		 	9.9		 	10.0		
Other operating costs and expenses	20.3		 	20.0		 	37.9		 	38.8		
Total benefits and expenses	154.4		 	144.8		 	313.5		 	314.1		
Income (loss) before net realized investment losses, net of related amortization, and income taxes	4.8		 	8.8		 	11.9		 	6.9		
Net realized investment gains (losses)	1.1		 	(5.0	)	 	.1		 	(4.9	)	
Amortization related to net realized investment gains (losses)	.3		 	(1.0	)	 	.7		 	(.4	)	
Net realized investment gains (losses), net of related amortization	1.4		 	(6.0	)	 	.8		 	(5.3	)	
Income (loss) before income taxes	$	6.2		 	$	2.8		 	$	12.7		 	$	1.6		

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 	Three months ended	 	Six months ended
	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Health benefit ratios:	 	 	 	 	 	 	 	
All health lines:	 	 	 	 	 	 	 	
Insurance policy benefits	$	14.8		 	$	16.5		 	$	32.6		 	$	31.4		
Benefit ratio (a)	194.7	%	 	202.6	%	 	210.2	%	 	190.3	%	
Long-term care:	 	 	 	 	 		 	 		
Insurance policy benefits	$	14.5		 	$	16.0		 	$	31.7		 	$	30.4		
Benefit ratio (a)	205.8	%	 	212.9	%	 	221.0	%	 	199.9	%	
Interest-adjusted benefit ratio (b)	106.4	%	 	128.0	%	 	127.6	%	 	112.2	%	
Other health:	 	 	 	 	 	 	 	
Insurance policy benefits	$	.3		 	$	.5		 	$	.9		 	$	1.0		
Benefit ratio (a)	53.6	%	 	83.7	%	 	76.1	%	 	82.4	%	
____________________
		
(a)	We calculate benefit ratios by dividing the related product’s insurance policy benefits by insurance policy income.	
		
(b)	We calculate the interest-adjusted benefit ratio (a non-GAAP measure) for Other CNO Business long-term care products by dividing such product’s insurance policy benefits less interest income on the accumulated assets backing the insurance liabilities by policy income.  These are considered non-GAAP financial measures.  A non-GAAP measure is a numerical measure of a company’s performance, financial position, or cash flows that excludes or includes amounts that are normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.	

These non-GAAP financial measures of “interest-adjusted benefit ratios” differ from “benefit ratios” due to the deduction of interest income on the accumulated assets backing the insurance liabilities from the product’s insurance policy benefits used to determine the ratio.  Interest income is an important factor in measuring the performance of health products that are expected to be inforce for a longer duration of time, are not subject to unilateral changes in provisions (such as non-cancelable or guaranteed renewable contracts) and require the performance of various functions and services (including insurance protection) for an extended period of time.  The net cash flows from long-term care products generally cause an accumulation of amounts in the early years of a policy (accounted for as reserve increases) that will be paid out as benefits in later policy years (accounted for as reserve decreases).  Accordingly, as the policies age, the benefit ratio will typically increase, but the increase in benefits will be partially offset by interest income earned on the accumulated assets.  The interest-adjusted benefit ratio reflects the effects of the interest income offset.  Since interest income is an important factor in measuring the performance of these products, management believes a benefit ratio that includes the effect of interest income is useful in analyzing product performance.  We utilize the interest-adjusted benefit ratio in measuring segment performance because we believe that this performance measure is a better indicator of the ongoing businesses and trends in the business.  However, the “interest-adjusted benefit ratio” does not replace the “benefit ratio” as a measure of current period benefits to current period insurance policy income. Accordingly, management reviews both “benefit ratios” and “interest-adjusted benefit ratios” when analyzing the financial results attributable to these products.  The investment income earned on the accumulated assets backing the long-term care reserves was $7.0 million and $6.4 million in the three months ended June 30, 2011 and 2010, respectively, and $13.4 million and $13.3 million in the six months ended June 30, 2011 and 2010, respectively.

Total premium collections were   $62.4 million in the second quarter of 2011, up 5.2 percent from 2010, and were $121.0 million in the first six months of 2011, down 1.6 percent from 2010.  See “Premium Collections” for further analysis.

Average liabilities for insurance products, net of reinsurance ceded were $5.3 billion in the second quarter of 2011, down 3.7 percent from 2010, and were $5.4 billion in the first six months of 2011, down 3.1 percent from 2010.  The decrease in such liabilities was primarily due to policyholder redemptions and lapses.

Insurance policy income is comprised of policyholder charges on our interest-sensitive products and premiums earned on traditional insurance policies which provide mortality or morbidity coverage.  The decrease in insurance policy income is primarily due to lower premiums and policyholder charges from our life insurance block.  See “Premium Collections” for further analysis.

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Net investment income on general account invested assets (which excludes income on policyholder and reinsurer accounts) was $87.6 million in the second quarter of 2011, down 1.0 percent from 2010, and was $175.8 million in the first six months of 2011, down .3 percent from 2010.  The average balance of general account invested assets was $5.9 billion and $6.0 billion in the second quarters of 2011 and 2010, respectively.  The average yield on these assets was 5.97 percent and 5.87 percent in the second quarters of 2011 and 2010, respectively.  The average balance of general account invested assets was $5.9 billion and $6.0 billion in the first six months of 2011 and 2010, respectively. The average yield on these assets was 5.96 percent and 5.83 percent in the first six months of 2011 and 2010, respectively. The increase in yield in the 2011 periods primarily resulted from shifts among asset classes to increase income.

Net investment income related to fixed index products represents the change in the estimated fair value of options which are purchased in an effort to hedge certain potential benefits accruing to the policyholders of our fixed index products. Our fixed index products are designed so that the investment income spread earned on the related insurance liabilities is expected to be more than adequate to cover the cost of the options and other costs related to these policies.  Net investment income (loss) related to fixed index products was $(1.3) million and $(9.8) million in the second quarters of 2011 and 2010, respectively, and was $4.3 million and $(6.1) million in the six months ended June 30, 2011 and 2010, respectively.  Such amounts were mostly offset by the corresponding charge (credit) to amounts added to policyholder account balances for fixed index products.   Such income and related charges fluctuate based on the value of options embedded in the segment’s fixed index annuity policyholder account balances subject to this benefit and to the performance of the indices to which the returns on such products are linked. For periods prior to June 30, 2011, net investment income related to fixed index products also included income (loss) on trading securities which were held to offset the change in estimated fair values of embedded derivatives related to fixed index products caused by interest rate fluctuations.  During the second quarter of 2011, we sold this trading portfolio. Such trading account income (loss) was $.4 million and $3.3 million in the second quarters of 2011 and 2010, respectively, and was $(.2) million and $3.5 million in the six months ended June 30, 2011 and 2010, respectively.  

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

Insurance policy benefits were affected by a number of items as summarized below for benefit ratios. Benefit ratios are calculated by dividing the product’s insurance policy benefits by insurance policy income.

The long-term care policies in this segment generally provide for indemnity and non-indemnity benefits on a guaranteed renewable or non-cancellable basis.  The benefit ratio on our long-term care policies was 205.8 percent and 212.9 percent in the second quarters of 2011 and 2010, respectively, and was 221.0 percent and 199.9 percent in the six months ended June 30, 2011 and 2010, respectively.  Since the insurance product liabilities we establish for long-term care business are subject to significant estimates, the ultimate claim liability we incur for a particular period is likely to be different than our initial estimate.  Our insurance policy benefits reflected reserve deficiencies from prior years of $3.3 million and $.3 million in the first six months of 2011 and 2010, respectively.  Excluding the effects of prior year claim reserve deficiencies, our benefit ratios would have been 198.1 percent and 197.9 percent in the first six months of 2011 and 2010, respectively.  These ratios reflect the level of incurred claims experienced in recent periods, adverse development on claims incurred in prior periods and changes in policy income. The prior period deficiencies have primarily resulted from the impact of paid claim experience being different than prior estimates.

The net cash flows from long-term care products generally cause an accumulation of amounts in the early years of a policy (reflected in our earnings as reserve increases) which will be paid out as benefits in later policy years (reflected in our earnings as reserve decreases which offset the recording of benefit payments).  Accordingly, as the policies age, the benefit ratio will typically increase, but the increase in benefits will be partially offset by investment income earned on the assets which have accumulated.  The interest-adjusted benefit ratio for long-term care products is calculated by dividing the insurance product’s insurance policy benefits less interest income on the accumulated assets backing the insurance liabilities by insurance policy income.  The interest-adjusted benefit ratio on this business was 127.6 percent and 112.2 percent in the first six months of 2011 and 2010, respectively.  Excluding the effects of prior year claim reserve deficiencies, our interest-adjusted benefit ratios would have been 104.6 percent and 110.3 percent in the first six months of 2011 and 2010, respectively.

In each quarterly period, we calculate our best estimate of claim reserves based on all of the information available to us at that time, which necessarily takes into account new experience emerging during the period.  Our actuaries estimate these claim reserves using various generally recognized actuarial methodologies which are based on informed estimates and

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judgments that are believed to be appropriate.  As additional experience emerges and other data become available, these estimates and judgments are reviewed and may be revised.  Significant assumptions made in estimating claim reserves for long-term care policies include expectations about the:  (i) future duration of existing claims; (ii) cost of care and benefit utilization; (iii) interest rate utilized to discount claim reserves; (iv) claims that have been incurred but not yet reported; (v) claim status on the reporting date; (vi) claims that have been closed but are expected to reopen; and (vii) correspondence that has been received that will ultimately become claims that have payments associated with them.

The benefit ratios on Other CNO Business’ other products are subject to fluctuations due to the smaller size of these blocks of business.

Earnings in the first quarter of 2010 were unfavorably impacted by changes in assumptions related to when certain non-guaranteed elements would be implemented.  These changes resulted in increases to insurance policy benefits and amortization of insurance acquisition costs of approximately $8 million.

Amounts added to policyholder account balances for annuity products and interest-sensitive life products were $30.3 million in the first quarter of 2011, down 3.5 percent from 2010, and were $61.9 million in the first six months of 2011, down 3.0 percent from 2010.  The decrease was primarily due to a smaller block of interest-sensitive life business in force.  The weighted average crediting rates for these products was 3.9 percent in both the first six months of 2011 and 2010.

Amounts added to fixed index products generally fluctuate with the corresponding related investment income accounts described above.

Amortization related to operations includes amortization of insurance acquisition costs.  Insurance acquisition costs are generally amortized either: (i) in relation to the estimated gross profits for universal life and investment-type products; or (ii) in relation to actual and expected premium revenue for other products.  In addition, for universal life and investment-type products, we are required to adjust the total amortization recorded to date through the statement of operations if actual experience or other evidence suggests that earlier estimates of future gross profits should be revised.  Accordingly, amortization for universal life and investment-type products is dependent on the profits realized during the period and on our expectation of future profits.  For other products, we amortize insurance acquisition costs in relation to actual and expected premium revenue, and amortization is only adjusted if expected premium revenue changes.  The assumptions we use to estimate our future gross profits and premiums involve significant judgment.  A revision to our current assumptions could result in increases or decreases to amortization expense in future periods.  Earnings on our universal life products, which comprise a significant part of this block, are subject to volatility since our insurance acquisition costs are equal to the value of future estimated gross profits. Accordingly, the impact of adverse changes in our earlier estimates of future gross profits is generally reflected in earnings in the period such differences occur.

Interest expense on investment borrowings includes $5.0 million and $4.9 million of interest expense on collateralized borrowings in the second quarters of 2011 and 2010, respectively, and $9.9 million and $9.8 million in the six months ended June 30, 2011 and 2010, respectively, as further described in the note to the consolidated financial statements entitled “Investment Borrowings”.

Other operating costs and expenses were $20.3 million in the second quarter of 2011, up 1.5 percent from 2010, and were $37.9 million in the first six months of 2011, down 2.3 percent from 2010.  Other operating costs and expenses include commission expense of $1.4 million in both the second quarters of 2011 and 2010, and $2.4 million and $2.7 million in the six months ended June 30, 2011 and 2010, respectively.

Net realized investment gains (losses) fluctuate each period.  During the first six months of 2011, net realized investment gains in this segment included $9.7 million of net gains from the sales of investments (primarily fixed maturities) and $9.6 million of writedowns of investments for other than temporary declines in fair value recognized through net income. During the first six months of 2010, net realized investment gains included $9.6 million of net gains from the sales of investments (primarily fixed maturities) and $14.5 million of writedowns of investments for other than temporary declines in fair value recognized through net income ($14.9 million, prior to the $.4 million of impairment losses recognized through accumulated other comprehensive income (loss)).

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

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acquisition costs in order to reflect the change in estimated gross profits due to the gains (losses) realized and the resulting effect on estimated future yields.  Sales of fixed maturity investments resulted in an increase (decrease) in the amortization of insurance acquisition costs of $(.3) million and $1.0 million in the second quarters of 2011 and 2010, respectively, and $(.7) million and $.4 million in the six months ended June 30, 2011 and 2010, respectively.

Corporate Operations (dollars in millions):

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Corporate operations:	 	 	 	 	 	 	 	
Interest expense on corporate debt	$	(19.3	)	 	$	(19.8	)	 	$	(39.9	)	 	$	(39.3	)	
Net investment income (loss):	 	 	 	 	 	 	 	
General account invested assets	.9		 	.1		 	.9		 	.1		
Other special-purpose portfolios	(.1	)	 	(3.2	)	 	8.1		 	(3.0	)	
Fee revenue and other income	.2		 	.4		 	.6		 	.9		
Net operating results of variable interest entities	.2		 	1.1		 	2.2		 	3.5		
Loss on extinguishment of debt	(.6	)	 	(.9	)	 	(2.0	)	 	(2.7	)	
Other operating costs and expenses	(12.5	)	 	(10.2	)	 	(23.6	)	 	(18.3	)	
Loss before net realized investment losses and income taxes	(31.2	)	 	(32.5	)	 	(53.7	)	 	(58.8	)	
Net realized investment gains (losses)	3.9		 	(1.4	)	 	2.8		 	(2.7	)	
Loss before income taxes	$	(27.3	)	 	$	(33.9	)	 	$	(50.9	)	 	$	(61.5	)	

Interest expense on corporate debt has been impacted by:  (i) the repurchase of 3.5% Debentures in 2010; (ii) the issuance of 7.0% Debentures in 2010; (iii) the issuance of 9.0% Senior Secured Notes in 2010; and (iv) prepayments of our Senior Secured Credit Agreement in 2011.  Our average corporate debt outstanding was $982.9 million and $1,045.1 million during the first six months of 2011 and 2010, respectively.  The average interest rate on our debt was 7.6 percent and 7.1 percent during the first six months of 2011 and 2010, respectively.

Net investment income on general account invested assets increased in the 2011 periods due to the increase in invested assets in the corporate operations segment.

Net investment income on other special-purpose portfolios includes the income (loss) from:  (i) investments related to an employee deferred compensation plan held in a rabbi trust (which is offset by amounts included in other operating costs and expenses as the investment results are allocated to participants’ account balances); (ii) trading account activities which commenced in the first quarter of 2011; and (iii) income from COLI exceeding the return on these investments equivalent to our overall portfolio yield beginning in the first quarter of 2011.  COLI is utilized as an investment vehicle to fund Bankers’ agent deferred compensation plan.  For segment reporting, the Bankers Life segment is allocated a return on these investments equivalent to the yield on the Company’s overall portfolio, with any difference in the actual COLI return allocated to Corporate Operations. In the three and six months ended June 30, 2011, we recognized $(.1) million and $6.1 million, respectively, of income from trading account activities and COLI in the Corporate Operations segment.

Fee revenue and other income   primarily   includes revenues we receive for managing investments for other companies.

Net operating results of variable interest entities represents the operating results of VIEs.  The VIEs are consolidated in accordance with GAAP.  These entities were established to issue securities and use the proceeds to invest in loans and other permitted assets.  Refer to the note to the consolidated financial statements entitled “Investments in Variable Interest Entities” for more information on the VIEs.

Loss on extinguishment of debt in the 2011 periods, represents the write-off of unamortized discount and issuance costs associated with the prepayment of $66.2 million outstanding principal balance under the Senior Secured Credit Agreement as further discussed in the note to the consolidated financial statements entitled “Notes Payable – Direct Corporate Obligations.” Loss on extinguishment of debt in the 2010 periods represents the write-off of unamortized discount and issuance costs associated with the repurchase of 3.5% Debentures.

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Other operating costs and expenses include general corporate expenses, net of amounts charged to subsidiaries for services provided by the corporate operations.  These amounts fluctuate as a result of expenses such as consulting and legal costs which often vary from period to period.

Net realized investment gains (losses) often fluctuate each period.  During the first six months of 2011, net realized investment gains included $6.0 million of net gains from the sales of investments (of which, $3.6 million were gains recognized by VIEs) and $3.2 million of writedowns of investments (all of which were recognized by VIEs) due to other than temporary declines in fair value recognized through net income.  During the first six months of 2010, net realized investment losses recognized by VIEs included $.3 million of net gains from the sale of investments (primarily fixed maturities) and $3.0 million of writedowns of investments due to other than temporary declines in fair value recognized through net income.

PREMIUM COLLECTIONS

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

Our insurance segments sell products through three primary distribution channels — career agents (our Bankers Life segment), direct marketing (our Colonial Penn segment) and independent producers (our Washington National segment).  Our career agency force in the Bankers Life segment sells primarily Medicare supplement and long-term care insurance policies, Medicare Part D contracts, life insurance and annuities.  These agents visit the customer’s home, which permits one-on-one contact with potential policyholders and promotes strong personal relationships with existing policyholders.  Our direct marketing distribution channel in the Colonial Penn segment is engaged primarily in the sale of graded benefit life and simplified issue life insurance policies which are sold directly to the policyholder.  Our independent producer distribution channel in the Washington National segment consists of a general agency and insurance brokerage distribution system comprised of independent licensed agents doing business in forty-nine states, the District of Columbia, and certain protectorates of the United States.  Independent producers are a diverse network of independent agents, insurance brokers and marketing organizations.  Our independent producer distribution channel sells primarily supplemental health and Medicare supplement insurance policies, universal life insurance and annuities.  Washington National also markets its products through Performance Matters Associates, Inc., a wholly owned subsidiary that specializes in marketing and distributing health products.

Agents, insurance brokers and marketing companies who market our products and prospective purchasers of our products use the financial strength ratings of our insurance subsidiaries as an important factor in determining whether to market or purchase.  Ratings have the most impact on our annuity, interest-sensitive life insurance and long-term care products.  The current financial strength ratings of our primary insurance subsidiaries from A.M. Best Company (“A.M. Best”), S&P and Moody’s Investor Services, Inc. (“Moody’s”) are “B+ (Good)” (except Conseco Life), “BB” and “Ba1”, respectively.  The current financial strength rating of Conseco Life from A.M. Best is “B-”.  For a description of these ratings and additional information on our ratings, see “Financial Strength Ratings of our Insurance Subsidiaries.”

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

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Total premium collections by segment were as follows:

Bankers Life (dollars in millions):

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Premiums collected by product:	 	 	 	 	 	 	 	
Annuities:	 	 	 	 	 	 	 	
Fixed index (first-year)	$	163.9		 	$	146.9		 	$	312.1		 	$	250.9		
Other fixed rate (first-year)	94.1		 	133.1		 	167.2		 	252.2		
Other fixed rate (renewal)	1.1		 	1.1		 	2.0		 	2.2		
Subtotal - other fixed rate annuities	95.2		 	134.2		 	169.2		 	254.4		
Total annuities	259.1		 	281.1		 	481.3		 	505.3		
Health:	 	 	 	 	 		 	 		
Medicare supplement (first-year)	24.7		 	29.4		 	49.8		 	56.6		
Medicare supplement (renewal)	144.3		 	139.4		 	298.0		 	288.8		
Subtotal - Medicare supplement	169.0		 	168.8		 	347.8		 	345.4		
Long-term care (first-year)	6.0		 	5.5		 	12.1		 	10.3		
Long-term care (renewal)	136.9		 	141.1		 	275.7		 	285.8		
Subtotal - long-term care	142.9		 	146.6		 	287.8		 	296.1		
PDP and PFFS (first year)	.2		 	.7		 	.6		 	2.1		
PDP and PFFS (renewal)	14.4		 	13.4		 	25.0		 	30.1		
Subtotal – PDP and PFFS	14.6		 	14.1		 	25.6		 	32.2		
Other health (first-year)	.3		 	.5		 	.7		 	1.1		
Other health (renewal)	2.3		 	2.4		 	4.8		 	4.7		
Subtotal - other health	2.6		 	2.9		 	5.5		 	5.8		
Total health	329.1		 	332.4		 	666.7		 	679.5		
Life insurance:	 	 	 	 	 	 	 		
First-year	29.4		 	24.8		 	54.1		 	45.0		
Renewal	32.6		 	27.3		 	64.3		 	53.6		
Total life insurance	62.0		 	52.1		 	118.4		 	98.6		
Collections on insurance products:	 		 	 		 	 		 	 		
Total first-year premium collections on insurance products	318.6		 	340.9		 	596.6		 	618.2		
Total renewal premium collections on insurance products	331.6		 	324.7		 	669.8		 	665.2		
Total collections on insurance products	$	650.2		 	$	665.6		 	$	1,266.4		 	$	1,283.4		

Annuities in this segment include fixed index and other fixed rate annuities sold to the senior market.  Annuity collections in this segment decreased 7.8 percent, to $259.1 million, in the second quarter of 2011, and 4.7 percent, to $481.3 million, in the first six months of 2011, as compared to the same periods in 2010.  The change in mix of premium collections between our fixed index products and our fixed annuity products has fluctuated due to volatility in the financial markets in recent periods.

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

Collected premiums on Medicare supplement policies in the Bankers Life segment in the 2011 periods were comparable to the same period in the prior year.

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Premiums collected on Bankers Life’s long-term care policies decreased 2.5 percent, to $142.9 million, in the second quarter of 2011, and 2.8 percent, to $287.8 million, in the first six months of 2011, as compared to the same periods in 2010.  The decrease in 2011 was primarily attributable to higher lapses following premium rate increases in recent periods.

Premiums collected on PDP and PFFS business relate to various quota-share reinsurance agreements with Coventry. Coventry decided to cease selling PFFS plans effective January 1, 2010.  Effective January 1, 2010, the Company no longer assumes the underwriting risk related to PFFS business.  Bankers Life offers Humana’s Medicare Advantage plans to its policyholders and consumers nationwide through its career agency force and receives marketing fees based on sales.  Premiums collected on PFFS business were $3.7 million and $(.3) million in the second quarters of 2011 and 2010, respectively, and were $3.7 million and $1.3 million in the first six months of 2011 and 2010, respectively.  The PFFS premiums recognized in the 2011 and 2010 periods relate to adjustments to prior year contracts based on audits conducted by the Centers for Medicare and Medicaid Services ("CMS"), an agency of the United States government which, among other things, administers the Medicare program. Such audits can result in positive or negative adjustments to premium revenue in the period the results of the audits are reported to us.

Life products in this segment are sold primarily to the senior market through our career agents.  Life premiums collected in this segment increased 19 percent, to $62.0 million, in the second quarter of 2011, and 20 percent, to $118.4 million, in the first six months of 2011, as compared to the same periods in 2010, reflecting higher sales in this segment.

Washington National (dollars in millions):

	
																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Premiums collected by product:	 	 	 	 	 	 	 	
Health:	 	 	 	 	 	 	 	
Medicare supplement (first-year)	$	.5		 	$	1.1		 	$	1.1		 	$	2.3		
Medicare supplement (renewal)	32.6		 	37.6		 	67.3		 	77.1		
Subtotal - Medicare supplement	33.1		 	38.7		 	68.4		 	79.4		
Supplemental health (first-year)	13.7		 	13.1		 	26.9		 	25.6		
Supplemental health (renewal)	94.8		 	87.1		 	188.1		 	174.2		
Subtotal – supplemental health	108.5		 	100.2		 	215.0		 	199.8		
Other health (all renewal)	.8		 	1.0		 	1.8		 	2.1		
Total health	142.4		 	139.9		 	285.2		 	281.3		
Life insurance:	 	 	 	 	 		 	 		
First-year	.3		 	.1		 	.7		 	.3		
Renewal	3.6		 	3.7		 	7.5		 	7.9		
Total life insurance	3.9		 	3.8		 	8.2		 	8.2		
Collections on insurance products:	 	 	 	 	 		 	 		
Total first-year premium collections on insurance products	14.5		 	14.3		 	28.7		 	28.2		
Total renewal premium collections on insurance products	131.8		 	129.4		 	264.7		 	261.3		
Total collections on insurance products	$	146.3		 	$	143.7		 	$	293.4		 	$	289.5		

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

Collected premiums on Medicare supplement policies in the Washington National segment decreased 14 percent, to $33.1 million, in the second quarter of 2011, and 14 percent, to $68.4 million, in the first six months of 2011, as compared to the same periods in 2010.  We have experienced lower sales and higher lapses of these products due to premium rate increases implemented in recent periods and competition from companies offering Medicare Advantage products.

Premiums collected on supplemental health products (including specified disease, accident and hospital indemnity

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insurance products) increased 8.3 percent, to $108.5 million, in the second quarter of 2011, and 7.6 percent, to $215.0 million, in the first six months of 2011, as compared to the same periods in 2010.  Such increases are due to higher new sales and an improvement in persistency.

Life products in the Washington National segment are primarily traditional life products.  Life premiums collected in the 2011 periods were comparable to the same periods in 2010.

Colonial Penn (dollars in millions)

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Premiums collected by product:	 	 	 	 	 	 	 	
Life insurance:	 	 	 	 	 	 	 	
First-year	$	8.6		 	$	8.1		 	$	17.3		 	$	16.0		
Renewal	39.9		 	38.6		 	80.6		 	78.0		
Total life insurance	48.5		 	46.7		 	97.9		 	94.0		
Health (all renewal):	 	 	 	 	 		 	 		
Medicare supplement	1.4		 	1.6		 	2.7		 	3.1		
Other health	.1		 	.1		 	.3		 	.2		
Total health	1.5		 	1.7		 	3.0		 	3.3		
Collections on insurance products:	 	 	 	 	 		 	 		
Total first-year premium collections on insurance products	8.6		 	8.1		 	17.3		 	16.0		
Total renewal premium collections on insurance products	41.4		 	40.3		 	83.6		 	81.3		
Total collections on insurance products	$	50.0		 	$	48.4		 	$	100.9		 	$	97.3		

Life products in this segment are sold primarily to the senior market.  Life premiums collected in this segment increased 3.9 percent, to $48.5 million, in the second quarter of 2011, and 4.1 percent, to $97.9 million, in the first six months of 2011, as compared to the same periods in 2010.  Graded benefit life products sold through our direct response marketing channel accounted for $47.8 million and $45.9 million of our total collected premiums in the second quarters of 2011 and 2010, respectively, and $96.2 million and $92.1 million in the first six months of 2011 and 2010, respectively.

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

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Other CNO Business (dollars in millions):

																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Premiums collected by product:	 	 	 	 	 	 	 	
Annuities:	 	 	 	 	 	 	 	
Fixed index (first-year)	$	2.7		 	$	2.0		 	$	5.4		 	$	5.5		
Fixed index (renewal)	1.4		 	1.5		 	2.3		 	2.7		
Subtotal - fixed index annuities	4.1		 	3.5		 	7.7		 	8.2		
Other fixed rate (first-year)	1.6		 	.5		 	2.0		 	.7		
Other fixed rate (renewal)	.2		 	.2		 	.4		 	.4		
Subtotal - other fixed rate annuities	1.8		 	.7		 	2.4		 	1.1		
Total annuities	5.9		 	4.2		 	10.1		 	9.3		
Health:	 	 	 	 	 		 	 		
Long-term care (all renewal)	7.0		 	7.5		 	14.4		 	15.2		
Other health (all renewal)	.6		 	.7		 	1.2		 	1.4		
Total health	7.6		 	8.2		 	15.6		 	16.6		
Life insurance:	 	 	 	 	 		 	 		
First-year	.9		 	.7		 	1.3		 	1.3		
Renewal	48.0		 	46.2		 	94.0		 	95.8		
Total life insurance	48.9		 	46.9		 	95.3		 	97.1		
Collections on insurance products:	 	 	 	 	 		 	 		
Total first-year premium collections on insurance products	5.2		 	3.2		 	8.7		 	7.5		
Total renewal premium collections on insurance products	57.2		 	56.1		 	112.3		 	115.5		
Total collections on insurance products	$	62.4		 	$	59.3		 	$	121.0		 	$	123.0		

Annuities in this segment include fixed index and other fixed rate annuities.  We are no longer actively pursuing sales of annuity products in this segment.  Total annuity premiums collected in this segment totaled $5.9 million in the second quarter of 2011, compared to $4.2 million in the same period of 2010, and $10.1 million in the first six months of 2011, compared to $9.3 million in the same period of 2010.

Our fixed index annuities have guaranteed minimum cash surrender values, but have potentially higher returns based on a percentage of the change in one of several equity market indices during each year of their term.  We purchase options in an effort to hedge increases to policyholder benefits resulting from increases in the indices.  Collected premiums for these products totaled $4.1 million in the second quarter of 2011, compared to $3.5 million in the same period in 2010, and $7.7 million in the first six months of 2011, compared to $8.2 million in the same period of 2010.

Health products in the Other CNO Business segment include long-term care and other insurance products.  Our profits on health policies depend on the overall level of sales, the length of time the business remains inforce, investment yields, claim experience and expense management.

The long-term care premiums in this segment relate to blocks of business that we no longer market or underwrite.  As a result, we expect this segment’s long-term care premiums to continue to decline, reflecting additional policy lapses in the future, partially offset by premium rate increases.

Life products in the Other CNO Business segment include primarily universal life products.  Life premiums collected increased 4.3 percent, to $48.9 million, in the second quarter of 2011, and decreased 1.9 percent, to $95.3 million, in the first six months of 2011, compared to the same periods in 2010.

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LIQUIDITY AND CAPITAL RESOURCES

Our capital structure as of June 30, 2011, and December 31, 2010, was as follows (dollars in millions):

	
								
 	June 30,	 	December 31,	
 	2011	 	2010	
Total capital:	 	 	 	
Corporate notes payable	$	934.5		 	$	998.5		
Shareholders’ equity:	 	 	 		
Common stock	2.5		 	2.5		
Additional paid-in capital	4,414.3		 	4,424.2		
Accumulated other comprehensive income	372.7		 	238.3		
Accumulated deficit	(226.3	)	 	(339.7	)	
Total shareholders’ equity	4,563.2		 	4,325.3		
Total capital	$	5,497.7		 	$	5,323.8		

The following table summarizes certain financial ratios as of and for the six months ended June 30, 2011, and as of and for the year ended December 31, 2010:

	
								
 	June 30,	 	December 31,	
 	2011	 	2010	
Book value per common share	$	18.30		 	$	17.23		
Book value per common share, excluding accumulated other comprehensive income (a)	16.80		 	16.28		
Ratio of earnings to fixed charges	1.84X		 	1.68X		
Debt to total capital ratios:	 	 	 		
Corporate debt to total capital	17.0	%	 	18.8	%	
Corporate debt to total capital, as defined in our Senior Secured Credit Agreement (b)	18.7	%	 	20.0	%	
____________________
		
(a)	This non-GAAP measure differs from the corresponding GAAP measure presented immediately above, because accumulated other comprehensive income has been excluded from the value of capital used to determine this measure.  Management believes this non-GAAP measure is useful because it removes the volatility that arises from changes in accumulated other comprehensive income.  Such volatility is often caused by changes in the estimated fair value of our investment portfolio resulting from changes in general market interest rates rather than the business decisions made by management.  However, this measure does not replace the corresponding GAAP measure.	
		
(b)	Such ratio excludes accumulated other comprehensive income from total capital.  In addition, debt is defined as par value plus accrued interest and certain other items.  Management believes this non-GAAP measure is useful as the level of such ratio impacts certain provisions in our Senior Secured Credit Agreement.	

Liquidity for Insurance Operations

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

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

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Insurance Company and Bankers Life are required to hold certain minimum amounts of FHLB common stock as a condition of membership in the FHLB, and additional amounts based on the amount of the borrowings.  At June 30, 2011, the carrying value of the FHLB common stock was $63.8 million.  As of June 30, 2011, collateralized borrowings from the FHLB totaled $1.3 billion and the proceeds were used to purchase fixed maturity securities.  The borrowings are classified as investment borrowings in the accompanying consolidated balance sheet.  The borrowings are collateralized by investments with an estimated fair value of $1.6 billion at June 30, 2011, which are maintained in a custodial account for the benefit of the FHLB.  The following summarizes the terms of the borrowings (dollars in millions):

	
							
Amount	 	Maturity	 	Interest rate	
borrowed	 	date	 	at June 30, 2011	
 	 	 	 	 	
$	100.0		 	October 2013	 	Variable rate – 0.516%	
67.0		 	February 2014	 	Fixed rate – 1.830%	
100.0		 	September 2015	 	Variable rate – 0.573%	
150.0		 	October 2015	 	Variable rate – 0.537%	
146.0		 	November 2015	 	Fixed rate – 5.300%	
100.0		 	November 2015	 	Fixed rate – 4.890%	
100.0		 	December 2015	 	Fixed rate – 4.710%	
100.0		 	June 2016	 	Variable rate - 0.626%	
75.0		 	June 2016	 	Variable rate - 0.458%	
50.0		 	November 2016	 	Variable rate – 0.522%	
50.0		 	November 2016	 	Variable rate – 0.656%	
100.0		 	June 2017	 	Variable rate - 0.690%	
100.0		 	October 2017	 	Variable rate – 0.708%	
37.0		 	November 2017	 	Fixed rate – 3.750%	
 		 	 	 	 	
$	1,275.0		 	 	 	 	

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

Financial Strength Ratings of our Insurance Subsidiaries

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

On December 22, 2010, A.M. Best upgraded the financial strength ratings of our primary insurance subsidiaries, except Conseco Life, to “B+” from “B”.  A.M. Best also affirmed the financial strength rating of “B-” of Conseco Life and revised the outlook for the rating of Conseco Life to stable from negative.  A “stable” designation means that there is a low likelihood of a rating change due to stable financial market trends.  The “B+” rating is assigned to companies that have a good ability, in A.M. Best’s opinion, to meet their ongoing obligations to policyholders.  A “B-” rating is assigned to companies that have a fair ability, in A.M. Best’s opinion, to meet their current obligations to policyholders, but are financially vulnerable to adverse changes in underwriting and economic conditions.  A.M. Best ratings for the industry currently range from “A++ (Superior)” to “F (In Liquidation)” and some companies are not rated.  An “A++” rating indicates a superior ability to meet ongoing obligations to policyholders.  A.M. Best has sixteen possible ratings.  There are five ratings above the “B+” rating of our primary insurance subsidiaries, other than Conseco Life, and ten ratings that are below that rating.  There are seven ratings above the “B-” rating of Conseco Life and eight ratings that are below that rating.

On December 21, 2010, S&P upgraded the financial strength ratings of our primary insurance subsidiaries to “BB” from “BB-” and the outlook for such ratings is stable.  A “stable” designation means that a rating is not likely to change.  S&P financial strength ratings range from “AAA” to “R” and some companies are not rated.  An insurer rated “BB” or lower is regarded as having vulnerable characteristics that may outweigh its strengths.  A “BB” rating indicates the least degree of

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vulnerability within the range; a “CC” rating indicates the highest degree of vulnerability.  Pluses and minuses show the relative standing within a category.  In S&P’s view, an insurer rated “BB” has marginal financial security characteristics and although positive attributes exist, adverse business conditions could lead to an insufficient ability to meet financial commitments.  S&P has twenty-one possible ratings.  There are eleven ratings above our “BB” rating and nine ratings that are below our rating.

On November 30, 2010, Moody’s affirmed the financial strength ratings of “Ba1” of our primary insurance subsidiaries with a stable outlook.  A “stable” designation means that a rating is not likely to change.  Moody’s financial strength ratings range from “Aaa” to “C”.  Rating categories from “Aaa” to “Baa” are classified as “secure” by Moody’s and rating categories from “Ba” to “C” are considered “vulnerable” and these ratings may be supplemented with numbers “1”, “2”, or “3” to show relative standing within a category.  In Moody’s view, an insurer rated “Ba1” offers questionable financial security and, often, the ability of these companies to meet policyholders’ obligations may be very moderate and thereby not well safeguarded in the future.  Moody’s has twenty-one possible ratings.  There are ten ratings above our “Ba1” rating and ten ratings that are below our rating.

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

Liquidity of the Holding Companies

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

At June 30, 2011, CNO, CDOC, Inc. (“CDOC”) (our wholly owned subsidiary and a guarantor under the Senior Secured Credit Agreement) and our other non-insurance subsidiaries held unrestricted cash and cash equivalents of $131 million and investments of $103 million.  CNO and CDOC are holding companies with no business operations of their own; they depend on their operating subsidiaries for cash to make principal and interest payments on debt, and to pay administrative expenses and income taxes.  CNO and CDOC receive cash from insurance subsidiaries, consisting of dividends and distributions, interest payments on surplus debentures and tax-sharing payments, as well as cash from non-insurance subsidiaries consisting of dividends, distributions, loans and advances.  The principal non-insurance subsidiaries that provide cash to CNO and CDOC are 40|86 Advisors, Inc. (“40|86 Advisors”), which receives fees from the insurance subsidiaries for investment services, and CNO Services, LLC which receives fees from the insurance subsidiaries for providing administrative services.  The agreements between our insurance subsidiaries and CNO Services, LLC and 40|86 Advisors, respectively, were previously approved by the domestic insurance regulator for each insurance company, and any payments thereunder do not require further regulatory approval.

The following summarizes the current legal ownership structure of CNO’s primary subsidiaries:

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The ability of our insurance subsidiaries to pay dividends is subject to state insurance department regulations and is based on the financial statements of our insurance subsidiaries prepared in accordance with statutory accounting practices prescribed or permitted by regulatory authorities, which differ from GAAP.  These regulations generally permit dividends to be paid from statutory earned surplus of the insurance company for any 12-month period in amounts equal to the greater of (or in a few states, the lesser of):  (i) statutory net gain from operations or net income for the prior year; or (ii) 10 percent of statutory capital and surplus as of the end of the preceding year (excluded from this calculation would be the $76.1 million of additional surplus recognized due to temporary modifications in statutory prescribed practices related to certain deferred tax assets).  These types of dividends are referred to as “ordinary dividends”. Any dividends in excess of these levels require the approval of the director or commissioner of the applicable state insurance department.  These types of dividends are referred to as “extraordinary dividends”.  Each of the direct insurance subsidiaries of CDOC has significant negative earned surplus and any dividend payments from the subsidiaries of CDOC would be considered extraordinary dividends and therefore require the approval of the director or commissioner of the applicable state insurance department.  In the first six months of 2011, our insurance subsidiaries paid extraordinary dividends to CDOC totaling $138.0 million.  We generally maintain capital and surplus levels in our insurance subsidiaries in an amount that is sufficient to maintain a minimum consolidated RBC ratio of 300 percent and will typically cause our insurance subsidiaries to pay ordinary dividends or request regulatory approval for extraordinary dividends when the consolidated RBC ratio exceeds such level and we have concluded the capital level in each of our insurance subsidiaries is adequate to support their business and projected growth.  The consolidated RBC ratio of our insurance subsidiaries was 351 percent at June 30, 2011.  We expect to receive regulatory approval for future dividends from our subsidiaries, but there can be no assurance that such payments will be approved or that the financial condition of our insurance subsidiaries will not change, making future approvals less likely.

CDOC holds surplus debentures from Conseco Life Insurance Company of Texas (“Conseco Life of Texas”) with an aggregate principal amount of $749.6 million.  Interest payments do not require additional approval provided the RBC ratio of Conseco Life of Texas exceeds 100 percent (but do require prior written notice to the Texas state insurance department).  The RBC ratio of Conseco Life of Texas was 265 percent at June 30, 2011.  Dividends and other payments from our non-insurance subsidiaries, including 40|86 Advisors and CNO Services, LLC, to CNO or CDOC do not require approval by any regulatory authority or other third party.  However, insurance regulators may prohibit payments by our insurance subsidiaries to parent companies if they determine that such payments could be adverse to our policyholders or contractholders.

The insurance subsidiaries of CDOC receive funds to pay dividends primarily from:  (i) the earnings of their direct businesses; (ii) tax sharing payments received from subsidiaries (if applicable); and (iii) with respect to Conseco Life of Texas, dividends received from subsidiaries.  At June 30, 2011, the subsidiaries of Conseco Life of Texas had earned surplus (deficit) as summarized below (dollars in millions):

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 	 	Earned surplus	 	 	
Subsidiary of CDOC	 	(deficit)	 	Additional information	
Subsidiaries of Conseco Life of Texas:	 	 	 	 	
Bankers Life	 	$	156.0		 	(a)	
Colonial Penn	 	(236.7	)	 	(b)	
___________
		
(a)	Bankers Life paid ordinary dividends of $80.0 million to Conseco Life of Texas in the first six months of 2011.	
		
(b)	The deficit is primarily due to transactions which occurred several years ago, including a tax planning transaction and the fee paid to recapture a block of business previously ceded to an unaffiliated insurer.	

A significant deterioration in the financial condition, earnings or cash flow of the material subsidiaries of CNO or CDOC for any reason could hinder such subsidiaries’ ability to pay cash dividends or other disbursements to CNO and/or CDOC, which, in turn, could limit CNO’s ability to meet debt service requirements and satisfy other financial obligations.  In addition, we may choose to retain capital in our insurance subsidiaries or to contribute additional capital to our insurance subsidiaries to strengthen their surplus, and these decisions could limit the amount available at our top tier insurance subsidiaries to pay dividends to the holding companies.  In the past, we have made capital contributions to our insurance subsidiaries to meet debt covenants and minimum capital levels required by certain regulators and it is possible we will be required to do so in the future.  We made no capital contributions to our insurance subsidiaries in the first six months of 2011.

In May 2011, we amended our Senior Secured Credit Agreement. Pursuant to the amended terms, the applicable interest rate on the Senior Secured Credit Agreement was decreased. The new interest rate is, at our option (in most instances): (i) a Eurodollar rate of LIBOR plus 5.00 percent subject to a LIBOR "floor" of 1.25 percent (previously LIBOR plus 6.00 percent with a LIBOR floor of 1.50 percent ); or (ii) a Base Rate plus 4.00 percent subject to a Base Rate "floor" of 2.25 percent (previously a Base Rate plus 5.00 percent with a Base Rate floor of 2.50 percent ). The interest rate on the Senior Secured Credit Agreement was 6.25 percent at June 30, 2011 . Other changes to the Senior Secured Credit Agreement included:

(i)     a reduction in the mandatory prepayments resulting from certain restricted payments (including share repurchases). Pursuant to the amended terms, the amount of the mandatory prepayment is: (a) 100 percent of the amount of certain restricted payments made if the debt to total capitalization ratio, as defined in the agreement, is greater than 17.5 percent ; (b) 50 percent of the amount if such ratio is equal to or less than 17.5 percent but greater than 12.5 percent ; or (c) if the ratio is equal to or less than 12.5 percent at the time of the restricted payment, then there is no prepayment requirement. Previously, we were required to make mandatory prepayments equal to 100 percent of the amount of certain restricted payments regardless of the level of the debt to total capitalization ratio;

(ii)     revisions to the covenants related to investment activity to allow the Company to make certain investments which were previously only permitted to be made by our insurance subsidiaries; and

(iii)    an increase in the cap on non-investment grade investments to 12 percent from 10 percent .

In June 2011, as required under the terms of the Senior Secured Credit Agreement, we made a mandatory prepayment of $16.2 million due to our repurchase of $16.2 million of our common stock in the second quarter of 2011. In March 2011, we made a voluntary prepayment of $50.0 million on our outstanding principal balance under the Senior Secured Credit Agreement using available cash.  

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The scheduled principal payments on our direct corporate obligations (including payments required under the Senior Secured Credit Agreement, the Senior Health Note, the 9.0% Senior Secured Notes and the 7.0% Debentures) are as follows at June 30, 2011 (dollars in millions):

	
				
Year ending June 30,	Principal	
2012	$	25.0		
2013	72.5		
2014	90.0		
2015	80.0		
2016	102.5		
Thereafter	581.8		
 	$	951.8		

The Senior Secured Credit Agreement requires the Company to maintain:  (i) a debt to total capitalization ratio of not more than 30 percent (such ratio was 18.7 percent at June 30, 2011); (ii) an interest coverage ratio of not less than 2.00 to 1.00 for each rolling four quarters (or, if less, the number of full fiscal quarters commencing after the effective date of the Senior Secured Credit Agreement) (such ratio was 4.99 to 1.00 for the period ended June 30, 2011); (iii) an aggregate ratio of total adjusted capital to company action level risk-based capital for the Company’s insurance subsidiaries of not less than 225 percent on or prior to December 31, 2011 and 250 percent thereafter (such ratio was 351 percent at June 30, 2011); and (iv) a combined statutory capital and surplus for the Company’s insurance subsidiaries of at least $1,200.0 million (combined statutory capital and surplus at June 30, 2011, was $1,668.0 million).

In June 2011, as part of our investment strategy for the holding company, we entered into repurchase agreements to increase our investment return. We account for these transactions as collateralized borrowings, where the amount borrowed is equal to the sales price of the underlying securities. Repurchase agreements involve a sale of securities and an agreement to repurchase the same securities at a later date at an agreed-upon price. Such borrowings totaled $26.9 million at June 30, 2011 . These borrowings were collateralized by investment securities with fair values approximately equal to the loan value. The primary risks associated with short-term collateralized borrowings are: (i) a substantial decline in the market value of the margined security will occur; and (ii) that a counterparty will be unable to perform under the terms of the contract or be unwilling to extend such related financing in future periods especially if the liquidity or value of the margined security has declined. Exposure is limited to the excess of the net replacement cost of the related securities.

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

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INVESTMENTS

At June 30, 2011, the amortized cost, gross unrealized gains and losses and estimated fair value of fixed maturities, available for sale, and equity securities were as follows (dollars in millions):

	
																
 	Amortized
cost	 	Gross
unrealized
gains	 	Gross
unrealized
losses	 	Estimated
fair
value	
Investment grade (a):	 	 	 	 	 	 	 	
Corporate securities	$	13,216.8		 	$	740.4		 	$	(88.1	)	 	$	13,869.1		
United States Treasury securities and obligations of United States government corporations and agencies	283.4		 	5.0		 	(9.8	)	 	278.6		
States and political subdivisions	1,846.1		 	40.4		 	(45.7	)	 	1,840.8		
Debt securities issued by foreign governments	.8		 	.1		 	—		 	.9		
Asset-backed securities	669.9		 	15.9		 	(9.2	)	 	676.6		
Collateralized debt obligations	165.2		 	3.3		 	(.1	)	 	168.4		
Commercial mortgage-backed securities	1,406.1		 	80.0		 	(10.4	)	 	1,475.7		
Mortgage pass-through securities	26.0		 	2.0		 	—		 	28.0		
Collateralized mortgage obligations	1,497.3		 	25.7		 	(28.8	)	 	1,494.2		
Total investment grade fixed maturities, available for sale	19,111.6		 	912.8		 	(192.1	)	 	19,832.3		
Below-investment grade (a):	 		 	 		 	 		 	 		
Corporate securities	1,046.5		 	28.8		 	(29.3	)	 	1,046.0		
States and political subdivisions	3.1		 	—		 	(.4	)	 	2.7		
Asset-backed securities	69.7		 	3.1		 	(.5	)	 	72.3		
Collateralized debt obligations	24.4		 	1.5		 	(.8	)	 	25.1		
Commercial mortgage-backed securities	4.5		 	—		 	(.4	)	 	4.1		
Collateralized mortgage obligations	633.3		 	12.6		 	(5.5	)	 	640.4		
Total below-investment grade fixed maturities, available for sale	1,781.5		 	46.0		 	(36.9	)	 	1,790.6		
Total fixed maturities, available for sale	$	20,893.1		 	$	958.8		 	$	(229.0	)	 	$	21,622.9		
Equity securities	$	128.6		 	$	1.2		 	$	(.2	)	 	$	129.6		
_______________
		
(a)	Investment ratings – Investment ratings are assigned the second lowest rating by a nationally recognized statistical rating organization (Moody’s, S&P or Fitch Ratings (“Fitch”)), or if not rated by such firms, the rating assigned by the NAIC.  NAIC designations of “1” or “2” include fixed maturities generally rated investment grade (rated “Baa3” or higher by Moody’s or rated “BBB-” or higher by S&P and Fitch).  NAIC designations of “3” through “6” are referred to as below-investment grade (which generally are rated “Ba1” or lower by Moody’s or rated “BB+” or lower by S&P and Fitch).  References to investment grade or below-investment grade throughout our consolidated financial statements are determined as described above.	

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The NAIC evaluates the fixed maturity investments of insurers for regulatory and capital assessment purposes and assigns securities to one of six credit quality categories called NAIC designations, which are used by insurers when preparing their annual statements based on statutory accounting principles. The NAIC designations are generally similar to the credit quality designations of the Nationally Recognized Statistical Rating Organizations (“NRSROs”) for marketable fixed maturity securities, except for certain structured securities as described below. The following summarizes the NAIC designations and NRSRO equivalent ratings:

	
			
NAIC Designation	 	NRSRO Equivalent Rating	
 	 	 	
1	 	AAA/AA/A	
2	 	BBB	
3	 	BB	
4	 	B	
5	 	CCC and lower	
6	 	In or near default	

The NAIC adopted revised rating methodologies for non-agency residential mortgage-backed securities that became effective December 31, 2009 and for commercial mortgage-backed traded securities and all other asset-backed securities that became effective December 31, 2010. The NAIC's objective with the revised ratings was to increase the accuracy in assessing potential losses, and to use the improved assessment to determine a more appropriate capital requirement for such structured securities. Accordingly, certain structured securities rated NAIC 1 and NAIC 2 could be assigned below investment grade ratings by the NRSROs.

A summary of our fixed maturity securities, available for sale, by NAIC designations (or for fixed maturity securities held by non-regulated entities, based on NRSRO ratings) as of June 30, 2011 is as follows (dollars in millions):

	
												
 	 	 	 	 	 	Percentage	
 	 	 	 	Estimated	 	of total	
NAIC	 	Amortized	 	fair	 	estimated	
designation	 	cost	 	value	 	fair value	
 	 	 	 	 	 	 	
1	 	$	10,603.0		 	$	10,911.4		 	50.5	%	
2	 	9,253.0		 	9,677.5		 	44.8		
3	 	854.3		 	852.5		 	3.9		
4	 	148.5		 	151.5		 	.7		
5	 	31.3		 	27.0		 	.1		
6	 	3.0		 	3.0		 	—		
 	 	$	20,893.1		 	$	21,622.9		 	100.0	%	

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Concentration of Fixed Maturity Securities, Available for Sale

The following table summarizes the carrying values and gross unrealized losses of our fixed maturity securities, available for sale, by category as of June 30, 2011 (dollars in millions):

	
														
 	Carrying value	 	Percent of
fixed maturities	 	Gross
unrealized
losses	 	Percent of
gross
unrealized
losses	
Collateralized mortgage obligations	$	2,134.6		 	9.9	%	 	$	34.3		 	15.0	%	
Energy/pipelines	2,097.5		 	9.7		 	9.9		 	4.3		
Utilities	1,884.5		 	8.7		 	3.9		 	1.7		
States and political subdivisions	1,843.5		 	8.5		 	46.1		 	20.1		
Commercial mortgage-backed securities	1,479.8		 	6.8		 	10.8		 	4.7		
Insurance	1,322.1		 	6.1		 	14.6		 	6.4		
Food/beverage	1,150.5		 	5.3		 	8.2		 	3.6		
Healthcare/pharmaceuticals	998.1		 	4.6		 	5.2		 	2.3		
Banks	947.0		 	4.4		 	24.3		 	10.6		
Real estate/REITs	903.6		 	4.2		 	1.9		 	.8		
Cable/media	761.9		 	3.5		 	10.9		 	4.7		
Asset-backed securities	748.9		 	3.5		 	9.7		 	4.2		
Transportation	605.7		 	2.8		 	1.5		 	.7		
Capital goods	550.2		 	2.6		 	1.8		 	.8		
Telecom	471.0		 	2.2		 	6.9		 	3.0		
Building materials	410.6		 	1.9		 	11.9		 	5.2		
Aerospace/defense	376.4		 	1.7		 	1.2		 	.5		
Chemicals	314.4		 	1.5		 	.7		 	.3		
Metals and mining	291.3		 	1.4		 	3.1		 	1.3		
U.S. Treasury and Obligations	278.6		 	1.3		 	9.8		 	4.3		
Paper	263.1		 	1.2		 	2.2		 	1.0		
Consumer products	244.7		 	1.1		 	3.6		 	1.6		
Brokerage	226.1		 	1.1		 	2.9		 	1.3		
Other	1,318.8		 	6.0		 	3.6		 	1.6		
Total fixed maturities, available for sale	$	21,622.9		 	100.0	%	 	$	229.0		 	100.0	%	

Below-Investment Grade Securities

At June 30, 2011, the amortized cost of the Company’s below-investment grade fixed maturity securities was $1,781.5 million, or 8.5 percent of the Company’s fixed maturity portfolio.  The estimated fair value of the below-investment grade portfolio was $1,790.6 million, or 101 percent of the amortized cost.

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

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Net Realized Investment Gains (Losses)

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

	
																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Fixed maturity securities, available for sale:	 	 	 	 	 	 	 	
Realized gains on sale	$	25.7		 	$	59.1		 	$	66.9		 	$	107.6		
Realized losses on sale	(14.4	)	 	(47.6	)	 	(39.0	)	 	(78.8	)	
Impairments:	 	 	 	 	 	 	 	
Total other-than-temporary impairment losses	(5.0	)	 	(14.3	)	 	(11.5	)	 	(18.5	)	
Other-than-temporary impairment losses recognized in accumulated other comprehensive income (loss)	—		 	1.4		 	—		 	(1.2	)	
Net impairment losses recognized	(5.0	)	 	(12.9	)	 	(11.5	)	 	(19.7	)	
Net realized investment gains (losses) from fixed maturities	6.3		 	(1.4	)	 	16.4		 	9.1		
Equity securities	.2		 	—		 	.2		 	—		
Commercial mortgage loans	(.3	)	 	—		 	(.7	)	 	.1		
Impairments of mortgage loans and other investments	(5.1	)	 	(15.0	)	 	(11.9	)	 	(28.5	)	
Other	1.8		 	(.3	)	 	4.0		 	(2.3	)	
Net realized investment gains (losses)	$	2.9		 	$	(16.7	)	 	$	8.0		 	$	(21.6	)	

During the first six months of 2011, we recognized net realized investment gains of $8.0 million, which were comprised of $31.4 million of net gains from the sales of investments (primarily fixed maturities) with proceeds of $2.9 billion and $23.4 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

During the first six months of 2010, we recognized net realized investment losses of $21.6 million, which were comprised of $26.6 million of net gains from the sales of investments (primarily fixed maturities) and $48.2 million of writedowns of investments for other than temporary declines in fair value recognized through net income ($47.0 million, prior to the $(1.2) million of impairment losses recognized through accumulated other comprehensive income (loss)).

At June 30, 2011, fixed maturity securities and mortgage loans in default or considered nonperforming had both an aggregate amortized cost and a carrying value of $6.2 million.

As disclosed in the notes to the consolidated financial statements included in our 2010 Annual Report on Form 10-K, we decided to pursue the early commutation of an investment made by our Predecessor in a guaranteed investment contract issued by a Bermuda insurance company in exchange for interests in certain underlying assets held by the insurance company.  During the first six months of 2011, we completed two partial commutations of this investment pursuant to which we received government agency securities as well as equity interests in certain corporate investments with an aggregate fair value of $88.5 million in exchange for a portion of our holdings with a book value of $97.4 million (resulting in a net realized loss of $8.9 million, of which, $4.5 million was recognized in the second quarter of 2011).  Current information related to the remaining underlying invested assets resulted in the recognition of an impairment charge of $11.5 million in the first six months of 2011 (of which, $5.1 million was recognized in the second quarter of 2011).  After these partial commutations and the 2011 impairment charges, the book value of our remaining investment in the guaranteed investment contract was $104.1 million at June 30, 2011.  The remaining investment:  (i) has a par value of $164.2 million; (ii) a projected future yield of 1.33% on the par value (the guaranteed minimum rate); and (iii) matures on December 31, 2029 (if not commutated at earlier date).  We continue to pursue the commutation of our remaining investment.

During the first six months of 2011, the $23.4 million of other-than-temporary impairments we recorded in earnings included:  (i) $11.5 million on an investment in a guaranteed investment contract as discussed above; (ii) $8.6 million of losses related to certain commercial mortgage loans ; (iii) $3.2 million related to investments held by a VIE as a result of our intent not to hold such investments for a period of time that would be sufficient to allow for any anticipated recovery in value; and

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(iv) $.1 million of additional losses following unforeseen issue-specific events or conditions.

During the first six months of 2011, the $39.0 million of realized losses on sales of $.7 billion of fixed maturity securities, available for sale, included:  (i) $11.3 million of losses related to the sales of mortgage-backed securities and asset-backed securities; (ii) $9.6 million related to sales of securities issued by states and political subdivisions; (iii) $8.9 million related to the partial commutations of the guaranteed investment contract as discussed above; and (iv) $9.2 million of additional losses primarily related to various corporate securities.  Securities are generally sold at a loss following unforeseen issue-specific events or conditions or shifts in perceived risks.  These reasons include but are not limited to:  (i) changes in the investment environment; (ii) expectation that the fair value could deteriorate further; (iii) desire to reduce our exposure to an asset class, an issuer or an industry; (iv) changes in credit quality; or (v) changes in expected liability cash flows.

During the first six months of 2010, the $48.2 million of other-than-temporary impairments we recorded in earnings included: (i) $17.1 million of losses related to mortgage-backed and asset-backed securities, primarily reflecting changes related to the estimated future cash flows of the underlying assets and, for certain securities, changes in our intent to hold the securities; (ii) $23.8 million of losses related to commercial mortgage loans reflecting our concerns regarding the issuers' ability to continue to make contractual payments related to these loans and our estimate of the value of the underlying properties; (iii) $1.4 million related to a home office building which is available for sale; and (iv) $5.9 million of additional losses primarily related to various corporate securities following unforeseen issue-specific events or conditions.

During the first six months of 2010, the $78.8 million of realized losses on sales of $878 million of actively managed fixed maturity securities included: (i) $75.0 million of losses related to the sales of mortgage-backed securities and asset-backed securities; and (ii) $3.8 million of additional losses primarily related to various corporate securities.

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

There was one investment sold at a loss during the first six months of 2011 that had been continuously in an unrealized loss position exceeding 20 percent of the amortized cost basis for more than 12 months prior to the sale of the investment. This investment had an amortized cost and estimated fair value of $4.0 million and $2.7 million, respectively.

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

Future events may occur, or additional information may become available, which may necessitate future realized losses of securities in our portfolio.  Significant losses in the estimated fair values of our investments could have a material adverse effect on our earnings in future periods.

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The following table sets forth the amortized cost and estimated fair value of those fixed maturities, available for sale, with unrealized losses at June 30, 2011, by contractual maturity.  Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.  Structured securities frequently include provisions for periodic principal payments and permit periodic unscheduled payments.

								
 	Amortized
cost	 	Estimated
fair
value	
 	(Dollars in millions)	
Due in one year or less	$	2.9		 	$	2.9		
Due after one year through five years	129.7		 	127.4		
Due after five years through ten years	555.3		 	537.4		
Due after ten years	3,624.8		 	3,471.7		
Subtotal	4,312.7		 	4,139.4		
Structured securities	1,495.3		 	1,439.6		
Total	$	5,808.0		 	$	5,579.0		

The following summarizes the investments in our portfolio rated below-investment grade which have been continuously in an unrealized loss position exceeding 20 percent of the cost basis for the period indicated as of June 30, 2011 (dollars in millions):

	
															
 	Number
of issuers	 	Cost
basis	 	Unrealized
loss	 	Estimated
fair value	
Less than 6 months	2		 	$	32.6		 	$	(6.9	)	 	$	25.7		
Greater than or equal to 6 months and less than 12 months	1		 	1.5		 	(0.4	)	 	1.1		
 	3		 	$	34.1		 	$	(7.3	)	 	$	26.8		

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The following table summarizes the gross unrealized losses of our fixed maturity securities, available for sale, by category and ratings category as of June 30, 2011 (dollars in millions):

																					
 	 	Investment grade	 	Below investment grade	 	 	
 	 	AAA/AA/A	 	BBB	 	BB	 	B+ and
below	 	Total gross
unrealized
losses	
States and political subdivisions	 	$	22.9		 	$	22.8		 	$	.4		 	$	—		 	$	46.1		
Collateralized mortgage obligations	 	28.4		 	.4		 	.3		 	5.2		 	34.3		
Banks	 	10.1		 	11.6		 	2.6		 	—		 	24.3		
Insurance	 	3.6		 	10.4		 	.6		 	—		 	14.6		
Building materials	 	—		 	3.0		 	8.4		 	.5		 	11.9		
Cable/media	 	.2		 	1.6		 	5.9		 	3.2		 	10.9		
Commercial mortgage-backed securities	 	8.4		 	2.0		 	.4		 	—		 	10.8		
Energy/pipelines	 	.2		 	9.4		 	.2		 	.1		 	9.9		
U.S. Treasury and Obligations	 	9.8		 	—		 	—		 	—		 	9.8		
Asset-backed securities	 	4.3		 	4.9		 	.1		 	.4		 	9.7		
Food/beverage	 	.4		 	7.6		 	—		 	.3		 	8.3		
Telecom	 	3.6		 	2.7		 	.6		 	—		 	6.9		
Healthcare/pharmaceuticals	 	1.5		 	3.3		 	.4		 	—		 	5.2		
Utilities	 	.9		 	2.5		 	—		 	.5		 	3.9		
Consumer products	 	—		 	1.0		 	2.3		 	.2		 	3.5		
Metals and mining	 	—		 	3.1		 	—		 	—		 	3.1		
Brokerage	 	1.7		 	1.2		 	—		 	—		 	2.9		
Paper	 	—		 	.3		 	1.9		 	—		 	2.2		
Real estate/REITs	 	.7		 	.7		 	.3		 	.1		 	1.8		
Capital goods	 	.8		 	.7		 	.3		 	—		 	1.8		
Transportation	 	.6		 	.9		 	—		 	—		 	1.5		
Aerospace/defense	 	1.2		 	—		 	—		 	—		 	1.2		
Collateralized debt obligations	 	.1		 	—		 	.4		 	.4		 	.9		
Chemicals	 	—		 	.7		 	.1		 	—		 	.8		
Technology	 	—		 	.7		 	—		 	—		 	.7		
Gaming	 	—		 	—		 	—		 	.5		 	.5		
Autos	 	—		 	.2		 	—		 	—		 	.2		
Textiles	 	—		 	—		 	—		 	.2		 	.2		
Retail	 	.1		 	—		 	—		 	—		 	.1		
Other	 	—		 	.9		 	.1		 	—		 	1.0		
Total fixed maturities, available for sale	 	$	99.5		 	$	92.6		 	$	25.3		 	$	11.6		 	$	229.0		

Our investment strategy is to maximize, over a sustained period and within acceptable parameters of quality and risk, investment income and total investment return through active investment management.  Accordingly, we may sell securities at a gain or a loss to enhance the projected total return of the portfolio as market opportunities change, to reflect changing perceptions of risk, or to better match certain characteristics of our investment portfolio with the corresponding characteristics of our insurance liabilities.  While we do not have the intent to sell securities with unrealized losses and it is not more likely than not that we will be required to sell securities with unrealized losses prior to their anticipated recovery, we may sell securities at a loss in the future because of actual or expected changes in our view of the particular investment, its industry, its type or the general investment environment.  If a loss is recognized from a sale subsequent to a balance sheet date due to these unexpected developments, the loss is recognized in the period in which we had the intent to sell the securities before their

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anticipated recovery.

The following table summarizes the gross unrealized losses and fair values of our investments with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that such securities had been in a continuous unrealized loss position, at June 30, 2011 (dollars in millions):

	
																									
 	 	Less than 12 months	 	12 months or greater	 	Total	
Description of securities	 	Fair
 value	 	Unrealized
losses	 	Fair
value	 	Unrealized
losses	 	Fair
value	 	Unrealized
losses	
United States Treasury securities and obligations of United States government corporations and agencies	 	$	198.7		 	$	(9.8	)	 	0.3		 	$	—		 	$	199.0		 	$	(9.8	)	
States and political subdivisions	 	487.3		 	(12.1	)	 	216.0		 	(34.0	)	 	703.3		 	(46.1	)	
Corporate securities	 	2,718.1		 	(70.2	)	 	519.0		 	(47.2	)	 	3,237.1		 	(117.4	)	
Asset-backed securities	 	305.1		 	(8.6	)	 	9.7		 	(1.1	)	 	314.8		 	(9.7	)	
Collateralized debt obligations	 	19.9		 	(0.9	)	 	—		 	—		 	19.9		 	(0.9	)	
Commercial mortgage-backed securities	 	184.3		 	(7.6	)	 	47.6		 	(3.2	)	 	231.9		 	(10.8	)	
Mortgage pass-through securities	 	0.1		 	—		 	3.3		 	—		 	3.4		 	—		
Collateralized mortgage obligations	 	840.5		 	(33.4	)	 	29.1		 	(0.9	)	 	869.6		 	(34.3	)	
Total fixed maturities, available for sale	 	$	4,754.0		 	$	(142.6	)	 	$	825.0		 	$	(86.4	)	 	$	5,579.0		 	$	(229.0	)	

Structured Securities

At June 30, 2011 fixed maturity investments included structured securities with an estimated fair value of $4.6 billion (or 21 percent of all fixed maturity securities).  The yield characteristics of structured securities differ in some respects from those of traditional corporate fixed-income securities or government securities.  For example, interest and principal payments on structured securities may occur more frequently, often monthly.  In many instances, we are subject to the risk that the amount and timing of principal and interest payments may vary from expectations.  For example, in many cases, partial prepayments may occur at the option of the issuer and prepayment rates are influenced by a number of factors that cannot be predicted with certainty, including:  the relative sensitivity of the underlying assets backing the security to changes in interest rates; a variety of economic, geographic and other factors; the timing and pace of liquidations of defaulted collateral; and various security-specific structural considerations (for example, the repayment priority of a given security in a securitization structure).  In addition, the total amount of payments for non-government structured securities may be affected by changes to cumulative default rates or loss severities of the related collateral.

The following table sets forth the par value, amortized cost and estimated fair value of structured securities, summarized by interest rates on the underlying collateral, at June 30, 2011 (dollars in millions):

	
												
 	Par
value	 	Amortized
cost	 	Estimated
fair value	
Below 4 percent	$	317.0		 	$	290.2		 	$	293.5		
4 percent – 5 percent	751.4		 	736.0		 	712.0		
5 percent – 6 percent	2,477.3		 	2,406.9		 	2,486.6		
6 percent – 7 percent	890.3		 	850.5		 	871.5		
7 percent – 8 percent	123.4		 	124.6		 	130.8		
8 percent and above	89.5		 	88.2		 	90.4		
Total structured securities	$	4,648.9		 	$	4,496.4		 	$	4,584.8		

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The amortized cost and estimated fair value of structured securities at June 30, 2011, summarized by type of security, were as follows (dollars in millions):

											
 	 	 	Estimated fair value	
Type	Amortized
cost	 	Amount	 	Percent
of fixed
maturities	
Pass-throughs, sequential and equivalent securities	$	1,393.6		 	$	1,397.6		 	6.5	%	
Planned amortization classes, target amortization classes and accretion-directed bonds	735.5		 	736.8		 	3.4		
Commercial mortgage-backed securities	1,410.6		 	1,479.8		 	6.8		
Asset-backed securities	739.6		 	748.9		 	3.5		
Collateralized debt obligations	189.6		 	193.5		 	.9		
Other	27.5		 	28.2		 	.1		
Total structured securities	$	4,496.4		 	$	4,584.8		 	21.2	%	

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

Commercial mortgage-backed securities are secured by commercial real estate mortgages, generally income producing properties that are managed for profit.  Property types include multi-family dwellings including apartments, retail centers, hotels, restaurants, hospitals, nursing homes, warehouses, and office buildings.  Most commercial mortgage-backed securities have call protection features whereby underlying borrowers may not prepay their mortgages for stated periods of time without incurring prepayment penalties.

Commercial Mortgage Loans

The following table provides the weighted average loan-to-value ratio for our outstanding mortgage loans as of June 30, 2011 (dollars in millions):

	
								
Loan-to-value ratio (a)	Carrying value	 	Estimated fair
value	
Less than 60%	$	753.9		 	$	817.2		
60% to 70%	630.6		 	621.6		
70% to 80%	243.6		 	243.4		
80% to 90%	59.0		 	57.7		
Greater than 90%	65.7		 	59.5		
Total	$	1,752.8		 	$	1,799.4		

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

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INVESTMENT IN VARIABLE INTEREST ENTITIES

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

	
																
 	Three months ended	 	Six months ended	
 	June 30,	 	June 30,	
 	2011	 	2010	 	2011	 	2010	
Revenues:	 	 	 	 	 	 	 	
Net investment income – policyholder and reinsurer accounts and other special-purpose portfolios	$	3.7		 	$	5.0		 	$	8.1		 	$	10.4		
Fee revenue and other income	.3		 	.2		 	.5		 	.4		
Total revenues	4.0		 	5.2		 	8.6		 	10.8		
Expenses:	 	 	 	 	 		 	 		
Interest expense	3.5		 	3.9		 	6.0		 	6.9		
Other operating expenses	.3		 	.2		 	.4		 	.4		
Total expenses	3.8		 	4.1		 	6.4		 	7.3		
Income before net realized investment losses and income taxes	.2		 	1.1		 	2.2		 	3.5		
Net realized investment gains (losses)	1.8		 	(1.4	)	 	.4		 	(2.7	)	
Income (loss) before income taxes	$	2.0		 	$	(.3	)	 	$	2.6		 	$	.8		

During the first six months of 2011, net realized investment gains included:  (i) $3.6 million of net gains from the sales of investments; and (ii) $3.2 million of writedowns of investments held by VIEs as a result of our intent not to hold such investments for a period of time that would be sufficient to allow for any anticipated recovery in value.  During the first six months of 2010, net realized investment losses included:  (i) $.3 million of net gains from the sales of investments; and (ii) $3.0 million of writedowns of investments resulting from declines in fair values that we concluded were other than temporary.

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Supplemental Information on Investments Held by VIEs

The following table summarizes the carrying values of the investments held by the VIEs by category as of June 30, 2011 (dollars in millions):

														
 	Carrying value	 	Percent
of fixed
maturities	 	Gross
unrealized
losses	 	Percent of
gross
unrealized
losses	
Cable/media	$	59.1		 	14.3	%	 	$	.4		 	19.3	%	
Healthcare/pharmaceuticals	51.2		 	12.4		 	.3		 	13.5		
Technology	27.1		 	6.7		 	.1		 	4.8		
Autos	23.0		 	5.5		 	—		 	1.3		
Chemicals	21.6		 	5.2		 	.1		 	4.9		
Food/beverage	21.5		 	5.2		 	—		 	1.4		
Entertainment/hotels	19.9		 	4.8		 	.2		 	8.9		
Gaming	18.8		 	4.5		 	.1		 	2.3		
Insurance	18.0		 	4.3		 	—		 	.7		
Paper	17.2		 	4.1		 	—		 	1.1		
Retail	17.0		 	4.1		 	.1		 	1.4		
Consumer products	13.3		 	3.2		 	.1		 	3.6		
Telecom	12.7		 	3.1		 	—		 	.9		
Aerospace/defense	12.0		 	2.9		 	—		 	—		
Brokerage	10.0		 	2.4		 	—		 	.4		
Capital goods	8.1		 	1.9		 	.1		 	1.4		
Utilities	6.7		 	1.6		 	.4		 	18.2		
Real estate/REITs	5.0		 	1.2		 	—		 	.7		
Energy/pipelines	4.6		 	1.1		 	.1		 	5.0		
Transportation	4.5		 	1.1		 	—		 	1.1		
Building materials	3.7		 	1.0		 	—		 	—		
Other	39.0		 	9.4		 	.2		 	9.1		
Total	$	414.0		 	100.0	%	 	$	2.2		 	100.0	%	

The following table sets forth the amortized cost and estimated fair value of those investments held by the VIEs with unrealized losses at June 30, 2011, by contractual maturity.  Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.

	
								
 	Amortized
cost	 	Estimated
fair
value	
 	(Dollars in millions)	
Due in one year or less	$	7.2		 	$	7.2		
Due after one year through five years	153.6		 	151.6		
Due after five years through ten years	52.4		 	52.2		
Total	$	213.2		 	$	211.0		

At June 30, 2011, there were no investments in our portfolio held by the VIEs that were rated below-investment grade and had an unrealized loss position exceeding 20 percent of the cost basis.

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NEW ACCOUNTING STANDARDS

See “Recently Issued Accounting Standards” in the notes to consolidated financial statements for a discussion of recently issued accounting standards.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Our market risks, and the ways we manage them, are summarized in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, included in our Annual Report on Form 10-K for the year ended December 31, 2010.  There have been no material changes in the first six months of 2011 to such risks or our management of such risks.

ITEM 4.  CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures .  CNO’s management, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of CNO’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).  Based on its evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2011, CNO’s disclosure controls and procedures were effective to ensure that information required to be disclosed by CNO in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  Disclosure controls and procedures are also designed to reasonably assure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes to Internal Control Over Financial Reporting.   There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the six months ended June 30, 2011, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

ITEM 1A.  RISK FACTORS.

CNO and its businesses are subject to a number of risks including general business and financial risk factors.  Any or all of such factors could have a material adverse effect on the business, financial condition or results of operations of CNO.  Refer to “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2010, for further discussion of such risk factors.  There have been no material changes from such previously disclosed risk factors, except as set forth below:
A failure or the perceived risk of a failure to raise the statutory debt limit of the United States could have a material adverse effect on our business, financial condition and results of operations.
According to the Secretary of the U.S. Department of the Treasury, the United States is expected to reach its current statutory debt limit by August 2, 2011, although it is possible for the Department of the Treasury to take actions to delay the date by which such limit is reached for a finite period of time. A failure by Congress and the President to reach an agreement to raise the debt limit would increase the risk of default by the United States on its obligations, including treasury securities, as well as the risk of other economic dislocations. In light of that risk, each of Moody's, S&P and Fitch Ratings has publicly warned of the possibility of a downgrade to the credit rating of the United States. The impact of a failure to raise the statutory debt limit is inherently unpredictable. The failure to raise the debt limit (or an increase in the perceived risk that such a failure may occur and/or the United States may not pay its debt obligations when due) could have a material adverse effect on the financial markets and economic conditions in the United States and throughout the world. In turn, this could have a material adverse effect on our business, financial condition and results of operations. In particular, these events could have a material adverse effect on the value and liquidity of financial assets, including assets in our investment portfolio. Information regarding our investment portfolio at June 30, 2011 is set forth in the note to our consolidated financial statements entitled “Investments”.

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At June 30, 2011, our investment portfolio included fixed maturities, available for sale, with an aggregate carrying value of $21.6 billion, of which $278.6 million consisted of United States Treasury securities and obligations of United States government corporations and agencies and $1,843.5 million consisted of obligations of states and political subdivisions.
For a discussion of the risks to our business and investment portfolio associated with economic and credit market conditions, see the risk factors in our Form 10-K for the year ended December 31, 2010.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

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

Issuer Purchases of Equity Securities

	
															
Period	 	Total number of shares (or units)	 	Average price paid per share
(or unit)	 	Total number of shares (or units) purchased as part of publicly announced plans or programs	 	Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs(a)	
 	 	 	 	 	 	 	 	(dollars in millions)	
April 1 through April 30	 	—		 	$	—		 	—		 	$	—		
May 1 through May 31	 	544,185		 	7.50		 	544,185		 	95.9		
June 1 through June 30	 	1,662,463		 	7.30		 	1,662,463		 	83.8		
 	 	 	 	 	 	 	 	 	
Total                           	 	2,206,648		 	7.35		 	2,206,648		 	83.8		
____________
		
(a)	In May 2011, the Company announced a common share repurchase program of up to $100.0 million. In addition, the Company formally terminated the share repurchase program which had been initially adopted in 2006.	

ITEM 5.  OTHER INFORMATION.

None.

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

ITEM 6.  EXHIBITS.

	
		
10.38	Amended and Restated Employment Agreement dated as of June 7, 2011 between CNO Services, LLC and Matthew J. Zimpfer.	
 	 	
12.1	Computation of Ratio of Earnings to Fixed Charges.	
 	 	
31.1	Certification Pursuant to the Securities Exchange Act Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	
31.2	Certification Pursuant to the Securities Exchange Act Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	
 	 	
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
 	 	
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	
 	 	
101.INS	XBRL Instance Document.	
 	 	
101.SCH	XBRL Taxonomy Extension Schema Document.	
 	 	
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	
 	 	
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	
 	 	
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	
 	 	
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

SIGNATURE

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

CNO FINANCIAL GROUP, INC.

Dated:   August 1, 2011

			
 	By:	/s/ Edward J. Bonach	
 	 	Edward J. Bonach	
 	 	Executive Vice President and Chief Financial Officer	
 	 	(authorized officer and principal financial officer)	

91

Exhibit 10.38

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of the 7th day of June, 2011, is between CNO Services, LLC, an Indiana limited liability company (“Company”), and Matthew J. Zimpfer (“Executive”).
    
WHEREAS, the Company and Executive entered into an Employment Agreement dated June 11, 2008 and an Amendment thereto dated May 29, 2009, and they now desire to amend and restate such agreement.

WHEREAS, the continued services of Executive and his managerial and professional experience are of value to the Company.

WHEREAS, the Company desires to have the benefit and advantage of the services of Executive to assist the Company and CNO Financial Group, Inc. (“CNO”) upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1.      Employment . The Company hereby employs Executive and Executive hereby accepts employment upon the terms and conditions hereinafter set forth.

2.      Term . The effective date of this agreement (the “Agreement”) shall be the date set forth above (the “Effective Date”). Subject to the provisions for termination as provided in Section 10 hereof, the term of Executive's employment under this Agreement shall be the period beginning on the Effective Date and ending on June 30, 2014 (the “Term"). The Term shall not be automatically renewed and shall end upon any earlier termination of Executive's employment with the Company.

3.      Duties . During the Term, Executive shall be engaged by the Company in the capacity of Executive Vice President, General Counsel and Assistant Secretary, or in such other senior executive capacity as the Chief Executive Officer of CNO shall specify. Executive shall report to the Chief Executive Officer of CNO or such other senior executive officer as the Chief Executive Officer of CNO may specify regarding the performance of his duties.

4.      Extent of Services . During the Term, subject to the direction and control of the Chief Executive Officer of CNO, Executive shall have the power and authority commensurate with his executive status and necessary to perform his duties hereunder. Executive shall devote his entire employable time, attention and best efforts to the business of the Company and, during the Term, shall not, without the consent of the Company, be actively engaged in any other business activity, whether or not such business activity is pursued for gain, profit or other pecuniary advantage; provided, however, that, subject to Section 9 hereof, this shall not be construed as preventing Executive from serving on boards of professional, community, civic, education, charitable and corporate organizations on which he

#PageNum#

presently serves or may choose to serve or investing his assets in such form or manner as will not require any services on the part of Executive in the operation of the affairs of the companies in which such investments are made (to the extent not in violation of the non-solicitation provisions of Section 9 hereof); provided, however, that corporate organizations shall be limited to those mutually agreed upon by Executive and the Company.

5.      Compensation . During the Term:

(a)      As compensation for services hereunder rendered during the Term hereof, Executive shall receive a base salary (“Base Salary”) of Three Hundred Fifteen Thousand Dollars ($315,000) per year payable in equal installments in accordance with the Company's payroll procedure for its salaried executives. Salary payments and other payments under this Agreement shall be subject to withholding of taxes and other appropriate and customary amounts. Executive may receive increases in his Base Salary from time to time, based upon his performance, subject to approval of the Company.

(b)      In addition to Base Salary, Executive will have an opportunity to earn a bonus each year, as determined by the Company, with a target annual bonus equal to 50% of Executive's Base Salary (the “Target Bonus”) and a maximum annual bonus of 100% of Executive's Base Salary with respect to any calendar year, with such bonus payable at such time that other similar payments are made to other Company executives but in no event later than March 15 of the year following the year with respect to which such bonus was payable, unless the bonus amounts to be paid cannot be confirmed and paid on or before March 15, in which event the bonuses will be paid within 15 days after the bonus amounts have been confirmed by the Company. For purposes of clarification, annual executive bonuses are payable on or before March 15 of the year following the year with respect to which such bonuses are payable, if Executive remains employed with the Company through such date or as otherwise payable under Section 11 of this Agreement. Notwithstanding the above, a pro-rata portion of the 2014 bonus will be paid at the same time that similar payments are made to other Company executives if Executive remains employed through the end of the Term. The performance requirements for Target Bonuses will be based on financial and other objective targets that the CNO Board of Directors (the “Board”) or the Human Resources and Compensation Committee of the Board (the “Compensation Committee”) believes are reasonably attainable at the time that they are set.

(c)      Executive shall be eligible to participate in and receive future grants under any CNO stock or equity-based program offered to senior executives, subject to the discretion of the Board or the Compensation Committee.

6.      Additional Benefits . During the Term:

(a)      Executive shall be entitled to participate in such existing executive benefit plans and insurance programs offered by the Company, or which it may adopt from time to time, for its executive management or supervisory personnel generally, in accordance with the eligibility requirements for participation therein. Nothing herein shall be construed so as to prevent the Company from modifying or terminating any executive benefit plans, programs or additional benefits that it may adopt from time to time.

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(b)      Executive shall be entitled to four weeks of vacation with pay each year.

(c)      Executive may incur reasonable expenses for promoting the Company's business, including expenses for entertainment, travel, and similar items. The Company shall reimburse Executive for all such reasonable expenses upon Executive's periodic presentation of an itemized account of such expenditures in accordance with the Company's policies and procedures and Section 21 hereof; provided, however, that any such reimbursement will be made no later than March 15 of the year following the year in which the expense was incurred. The Company agrees to pay Executive an additional amount to cover the incremental additional income taxes incurred by Executive, if any, with respect to payment or reimbursement of any reasonable business expenses pursuant to this subsection (c); provided, however, that any such payment will be made no later than March 15 of the year following the year in which the income tax was incurred.

(d)      Executive shall be permitted to make elective contributions to any Company-sponsored, non-qualified deferred compensation plan in accordance with the terms of such plan.

7.      Disability .

(a)      If Executive shall become physically or mentally disabled during the Term to the extent that his ability to perform his duties and services hereunder is materially and adversely impaired (any such incapacity, a “Disability”), his Base Salary, bonus and other compensation provided herein shall continue while he remains employed by the Company; provided, that if such Disability (as determined in the Company's reasonable judgment, exercised in good faith) continues for at least three (3) consecutive months, the Company may terminate Executive's employment hereunder, in which case the Company within 10 business days shall pay Executive a cash payment equal to (i) his annual Base Salary as provided in Section 5(a) hereof to the extent earned but unpaid as of the date of termination (“Unpaid Salary”), (ii) the bonus payable pursuant to Section 5(b) for the fiscal year of the Company ending prior to the date of termination (to the extent earned based on performance under the goals and objectives of the applicable plan but not previously paid) (“Unpaid Bonus”) and (iii) Executive's then accrued but unused vacation (“Unpaid Vacation”) (the Unpaid Salary, Unpaid Bonus and Unpaid Vacation referred to sometimes together as the “Accrued Amounts”). Additionally, in the event of a termination of employment due to Disability, the Company shall pay to Executive a pro-rata portion of the Target Bonus for the year in which the termination for Disability occurred. All options, restricted stock and/or other awards held by Executive on the date of termination for Disability shall vest only through the date of termination according to the normal vesting schedule applicable to such options, restricted stock and/or other awards and shall be treated in accordance with the applicable award agreements.

(b)      No payments or vesting under this Section 7 will be made if such Disability arose primarily from (a) chronic use of intoxicants, drugs or narcotics (other than drugs prescribed to Executive by a physician and used by Executive for their intended purpose for which they had been prescribed) or (b) intentionally self-inflicted injury or intentionally self-induced illness.

8.      Disclosure of Information . Executive acknowledges that, in and as a result of his employment with the Company, he has been and will be making use of, acquiring and/or adding to

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confidential information of the Company and its affiliates of a special and unique nature and value. As a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5, as well as any additional benefits stated herein, Executive covenants and agrees that he shall not, at any time while he is employed by the Company or at any time thereafter, directly or indirectly, divulge or disclose for any purpose whatsoever, any confidential information (whether or not specifically labeled or identified as “confidential information”), in any form or medium, that has been obtained by or disclosed to him as a result of his employment with the Company and which the Company or any of its affiliates has taken appropriate steps to safeguard, except to the extent that such confidential information (a) becomes a matter of public record or is otherwise available to the general public, other than as a result of any act or omission of Executive, (b) is required to be disclosed by any law, regulation or order of any court or regulatory commission, department or agency, in which event Executive shall give prompt notice of such requirement to the Company to enable the Company to seek an appropriate protective order or confidential treatment, (c) must be disclosed to enable Executive properly to perform his duties under this Agreement or (d) was developed by Executive prior to his employment by the Company. Upon the termination of Executive's employment, Executive shall return such information (in whatever form) obtained from or belonging to the Company or any of its affiliates which he may have in his possession or control.

9.      Covenants Against Solicitation . Executive acknowledges that the services he is to render to the Company and its affiliates are of a special and unusual character, with a unique value to the Company and its affiliates, the loss of which cannot adequately be compensated by damages or an action at law. In view of the unique value to the Company and its affiliates of the services of Executive for which the Company has contracted hereunder, because of the confidential information to be obtained by, or disclosed to, Executive as set forth in Section 8 above, and as a material inducement to the Company to enter into this Agreement and to pay to Executive the compensation stated in Section 5 hereof, as well as any additional benefits stated herein, and other good and valuable consideration, Executive covenants and agrees that throughout the period Executive remains employed or compensated hereunder and for one year thereafter, Executive shall not, directly or indirectly, anywhere in the United States of America (i) solicit or attempt to convert to other insurance carriers or other corporations, persons or other entities providing these same or similar products or services provided by the Company and its affiliates, any customers or policyholders of the Company or any of its affiliates; or (ii) solicit for employment or employ any individual who was employed by the Company or any of its affiliates during the term of Executive's employment with the Company. Should any particular covenant or provision of this Section 9 be held unreasonable or contrary to public policy for any reason, including, without limitation, the time period, geographical area, or scope of activity covered by any restrictive covenant or provision, the Company and Executive acknowledge and agree that such covenant or provision shall automatically be deemed modified such that the contested covenant or provision shall have the closest effect permitted by applicable law to the original form and shall be given effect and enforced as so modified to whatever extent would be reasonable and enforceable under applicable law.

10.      Termination . During the Term:

(a)      Either the Company or Executive may terminate his employment at any time for any reason upon written notice to the other. The Company may terminate Executive's employment for Just Cause pursuant to Section 10(b) below or in a Control Termination pursuant to Section 10(c) below. Executive's employment shall also terminate (i) upon the death of Executive or (ii) after

#PageNum#

Disability of Executive pursuant to Section 7 hereof.

(b)      The Company may terminate Executive's employment at any time for Just Cause. For purposes of this Agreement, “Just Cause” shall mean:

(i) (A) material breach by Executive of this Agreement not cured within 15 days after written notice to Executive by the Company, (B) a material breach of Executive's duty of loyalty to the Company or its affiliates not cured within 15 days after written notice to Executive by the Company, or (C) willful malfeasance or fraud or dishonesty of a substantial nature in performing Executive's services on behalf of the Company or its affiliates, which in each case is willful and deliberate on Executive's part and committed in bad faith or without reasonable belief that such breach or action is in the best interests of the Company or its affiliates;

(ii) Executive's use of alcohol or drugs (other than drugs prescribed to Executive by a physician and used by Executive for their intended purposes for which they had been prescribed) or other repeated conduct which materially and repeatedly interferes with the performance of his duties hereunder, which materially compromises the integrity or the reputation of the Company or its affiliates, or which results in other substantial economic harm to the Company or its affiliates;

(iii) Executive's conviction by a court of law, admission that he is guilty, or entry of a plea of nolo contendere with regard to a felony or other crime involving moral turpitude;

(iv) Executive's unscheduled absence from his employment duties other than as a result of illness or disability, for whatever cause, for a period of more than three (3) consecutive days, without consent from the Company prior to the expiration of the three (3) day period;

(v) Executive's failure to take action or to abstain from taking action, as directed in writing by a member of the Board or a higher ranking executive of the Company or CNO, where such failure continues after Executive has been given written notice of such failure and at least five (5) business days thereafter to cure such failure; or

(vi) Any intentional wrongful act or omission by Executive that results in the restatement of CNO's financial statements due to a violation of the Sarbanes-Oxley Act of 2002.

No termination shall be deemed to be a termination by the Company for Just Cause if the termination is as a result of Executive refusing to act in a manner that would be a violation of applicable law or where Executive acts (or refrains from taking action) in good faith in accordance with directions of a member of the Board or higher ranking executive but was unable to attain the desired results because such results were inherently unreasonable or unattainable.

(c)      The Company may terminate Executive's employment in a Control Termination. A "Control Termination" shall mean any termination by the Company (or its successor) of Executive's employment for any reason within six months in anticipation of or within two years

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following a Change in Control.

The term "Change in Control" shall mean the occurrence of any of the following:

(i) the acquisition (other than an acquisition in connection with a “Non-Control Transaction”) by any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "1934 Act")) of "beneficial ownership" (as such term is defined in Rule 13d-3 promulgated under the 1934 Act), directly or indirectly, of securities of CNO or its Ultimate Parent representing 51% or more of the combined voting power of the then outstanding securities of CNO or its Ultimate Parent entitled to vote generally with respect to the election of the Board or the board of directors of CNO's Ultimate Parent; or
(ii) as a result of or in connection with a tender or exchange offer or contest for election of directors, individual board members of CNO (identified as of the date of commencement of such tender or exchange offer, or the commencement of such election contest, as the case may be) cease to constitute at least a majority of the Board; or
(iii) the consummation of a merger, consolidation or reorganization with or into CNO unless (x) the stockholders of CNO immediately before such transaction beneficially own, directly or indirectly, immediately following such transaction securities representing 51% or more of the combined voting power of the then outstanding securities entitled to vote generally with respect to the election of the board of directors of CNO (or its successor) or, if applicable, the Ultimate Parent and (y) individual board members of CNO (identified as of the date that a binding agreement providing for such transaction is signed) constitute at least a majority of the board of directors of CNO (or its successor) or, if applicable, the Ultimate Parent (a transaction to which clauses (x) and (y) apply, a “Non-Control Transaction”).
For purposes of this Agreement, “Ultimate Parent” shall mean the parent corporation (or if there is more than one parent corporation, the ultimate parent corporation) that, following a transaction, directly or indirectly beneficially owns a majority of the voting power of the outstanding securities entitled to vote with respect to the election of the board of directors of CNO (or its successor).
(d)      At Executive's option, he may terminate employment with the Company "With Reason" provided one or more of the following conditions are met: (i) any reduction in Executive's Base Salary or Target Bonus without his consent, or (ii) there is a "Change in Control" as defined in Section 10(c) and, following Executive's written request made prior to the Change in Control, the ultimate parent entity or entities directly or indirectly gaining control of a majority of the Board or outstanding securities entitled to vote with respect to the Board fails to affirm and guarantee the Company's current and future obligations under this Agreement; provided that the events described in clauses (i) and (ii) above shall constitute With Reason only if the Company fails to cure such event (if capable of being cured) within 30 days after receipt from Executive of written notice of the event which constitutes With Reason; provided, further, that With Reason shall cease to exist for an event on the 60 th day following the later of its occurrence or Executive's knowledge thereof, unless Executive has given the Company written notice thereof prior to such

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date.
(e)      Upon termination of Executive's employment with the Company for any reason (whether voluntary or involuntary), Executive shall be deemed to have voluntarily resigned from all positions that Executive may then hold with the Company and any of its affiliates; provided that such deemed resignation shall not adversely affect Executive's rights to compensation or benefits under this Agreement and shall not affect the determination of whether Executive's termination was for Just Cause or With Reason.
11.     Payments Following Termination .

(a)      In the event that Executive's employment is terminated by the Company for Just Cause or if Executive voluntarily resigns, then (i) the Company within 10 business days shall pay Executive a cash payment of his Base Salary as provided in Section 5(a) hereof that was earned but unpaid as of the date of termination (the “Termination Date”) and (ii) no bonus for the year of termination will be earned or paid to Executive. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall be treated in accordance with the applicable award agreements.

(b)      In the event Executive's employment is terminated by the death of Executive, then the Company shall pay Executive's estate within 30 days (i) the Accrued Amounts and (ii) a pro-rata portion of the Target Bonus for the year in which his death occurs. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall be treated in accordance with the applicable award agreements.

(c) In the event that Executive is terminated by the Company without Just Cause (and other than a termination due to expiration of the Term, death, disability or a Control Termination) or by Executive With Reason, then the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive shall be entitled to receive (i) a bonus pursuant to Section 5(b) based on CNO's actual performance for the year in which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount normally would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of his annual Base Salary and Target Bonus. All stock options, restricted stock and/or other awards held by Executive on the date of termination shall be treated in accordance with the applicable award agreements.

(d) In the event that Executive is terminated by the Company (or its successor) in a Control Termination as so defined, then the Company shall pay Executive within 30 days of the Termination Date the Accrued Amounts. Additionally, following such a termination, Executive shall be entitled to receive (i) a bonus pursuant to Section 5(b) based on CNO's actual performance for the year during which Executive is terminated (prorated for the partial year period ending on the Termination Date), payable at the same time when such bonus amount would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to the sum of (A) his Target Bonus and (B) one and one-half times his annual Base Salary. All stock options, restricted stock and/or other awards held by Executive upon the occurrence of a Change in Control shall be treated in accordance with the applicable award agreements.

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(e)      Notwithstanding anything to the contrary, payment of any severance under this Agreement is conditioned upon the execution by Executive of a separation and release agreement in a form acceptable to the Company and the observation of such waiting or revocation periods, if any, before and after execution of the agreement by Executive as are required by law, such as, for example, the waiting or revocation periods required for a waiver and release to be effective with respect to claims under the Age Discrimination in Employment Act, provided that the Company delivers to Executive such agreement within seven days of the Termination Date.

12.      Character of Termination Payments . The amounts payable to Executive upon any termination of his employment shall be considered severance pay in consideration of past services rendered on behalf of the Company and his continued service from the date hereof to the date he becomes entitled to such payments and shall be the sole amount of severance pay to which Executive is entitled from the Company and its affiliates upon termination of his employment during the Term. Executive shall have no duty to mitigate his damages by seeking other employment and, should Executive actually receive compensation from any such other employment, the payments required hereunder shall not be reduced or offset by any such other compensation.

13.      Representations of the Parties .

(a)      The Company represents and warrants to Executive that (i) this Agreement has been duly authorized, executed and delivered by the Company and constitutes valid and binding obligations of the Company; and (ii) the employment of Executive on the terms and conditions contained in this Agreement will not conflict with, result in a breach or violation of, constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to: (A) the certificate of formation, (B) the terms of any indenture, contract, lease, mortgage, deed of trust, note, loan agreement or other agreement, obligation, condition, covenant or instrument to which the Company is a party or bound or to which its property is subject, or (C) any statute, law, rule, regulation, judgment, order or decree applicable to the Company, or any regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company.

(b)      Executive represents and warrants to the Company that: (i) this Agreement has been duly executed and delivered by Executive and constitutes a valid and binding obligation of Executive; and (ii) neither the execution of this Agreement by Executive nor his employment by the Company on the terms and conditions contained herein will conflict with, result in a breach or violation of, or constitute a default under any agreement, obligation, condition, covenant or instrument to which Executive is a party or bound or to which his property is subject, or any statute, law, rule, regulation, judgment, order or decree applicable to Executive of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over Executive or any of his property.

14.      Arbitration of Disputes; Injunctive Relief .

(a)      Arbitration . Except as provided in subsection (b) below, any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be settled by binding arbitration in the City of Indianapolis, Indiana, in accordance with the laws of the State of Indiana

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by three arbitrators, one of whom shall be appointed by the Company, one by Executive, and the third of whom shall be appointed by the first two arbitrators. If the first two arbitrators cannot agree on the appointment of a third arbitrator, then the third arbitrator shall be appointed by the Chief Judge of the United States District Court for the Southern District of Indiana. The arbitration shall be conducted in accordance with the rules of the American Arbitration Association, except with respect to the selection of arbitrators, which shall be as provided in this Section. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. All reasonable costs and expenses (including fees and disbursements of counsel) incurred by Executive pursuant to this Section 14 shall be paid on behalf of or reimbursed to Executive promptly by the Company; provided, however, that in the event the Company prevails in such proceedings, Executive shall immediately repay all such amounts to the Company.

(b)      Executive acknowledges that a breach or threatened breach by Executive of Sections 8 or 9 of this Agreement will give rise to irreparable injury to the Company and that money damages will not be adequate relief for such injury. Notwithstanding paragraph (a) above, the Company and Executive agree that the Company may seek and obtain injunctive relief, including, without limitation, temporary restraining orders, preliminary injunctions and/or permanent injunctions, in a court of proper jurisdiction to restrain or prohibit a breach or threatened breach of Section 8 or 9 of this Agreement. Nothing herein shall be construed as prohibiting the Company from pursuing any other remedies available to the Company for such breach or threatened breach, including the recovery of damages from Executive.

15.      Notices . Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered mail to his residence, in the case of Executive, or to the business office of its Chief Executive Officer, in the case of the Company.

16.      Waiver of Breach and Severability . The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any subsequent breach by either party. In the event any provision of this Agreement is found to be invalid or unenforceable, it may be severed from the Agreement, and the remaining provisions of the Agreement shall continue to be binding and effective.

17.      Entire Agreement . Other than any equity award agreements entered into pursuant to the CNO Financial Group, Inc. Amended and Restated Long-Term Incentive Plan or any subsequent incentive plan, this instrument contains the entire agreement of the parties and, as of the Effective Date, supersedes all other obligations of the Company and its affiliates under other agreements or otherwise. The compensation and benefits to be paid under the terms of this Agreement are in lieu of all other compensation or benefits to which Executive is entitled from CNO, the Company, and its affiliates, and upon termination of Executive's employment with the Company Executive will not be entitled to receive any severance or other payments beyond those specified in this Agreement. This Agreement may not be changed orally, but only by an instrument in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.

18.      Binding Agreement and Governing Law; Assignment Limited . This Agreement shall be binding upon and shall inure to the benefit of the parties and their lawful successors in interest (including, without limitation, Executive's estate, heirs and personal representatives) and, except for issues or matters

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as to which federal law is applicable, shall be construed in accordance with and governed by the laws of the State of Indiana. This Agreement is personal to each of the parties hereto, and neither party may assign or delegate any of its rights or obligations hereunder without the prior written consent of the other.

19.      Indemnification . If Executive 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 is or was an officer or employee of the Company or any of its affiliates, Executive shall be indemnified and held harmless by the Company 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 Company 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 Executive in connection therewith and such indemnification shall continue as to Executive if he ceases to be an officer or employee and shall inure to the benefit of Executive's heirs, executors and administrators; provided, however, that the Company shall indemnify Executive in connection with a proceeding (or part thereof) initiated by Executive only if such Proceeding (or part thereof) was authorized by the managing member of the Company. The right to indemnification conferred in this paragraph shall include the obligation of the Company 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 Executive in his capacity as an officer or employee shall be made only upon delivery to the Company of an undertaking, by or on behalf of Executive, 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 Executive is not entitled to be indemnified for such expenses under this paragraph or otherwise.

20.      No Third Party Beneficiaries . The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors or permitted assigns, and it is not intended to confer third-party beneficiary rights upon any other person.

21.      Section 409A . This Agreement is intended to comply with Section 409A of the Code and will be interpreted accordingly. References under this Agreement to Executive's termination of employment shall be deemed to refer to the date upon which Executive has experienced a “separation from service” within the meaning of Section 409A of the Code. Notwithstanding anything herein to the contrary, (i) if at the time of Executive's separation from service with the Company Executive is a “specified employee” as defined in Section 409A of the Code (and any related regulations or announcements thereunder) and the deferral of the commencement of any payments or benefits otherwise payable hereunder or payable under any other compensatory arrangement between Executive and the Company or any of its affiliates as a result of such separation from service is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following Executive's separation from service (or the earliest date as is permitted under Section 409A of the Code), at which point all payments deferred pursuant to this Section 21 shall be paid to Executive in a lump sum and (ii) if any payments of money or other benefits due to Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, such payments or other

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benefits shall be deferred if deferral will make such payment or other benefits compliant under Section 409A of the Code, or otherwise such payment or other benefits shall be restructured, to the extent possible, in a manner that does not cause such an accelerated or additional tax. To the extent any reimbursements or in-kind benefits due to Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid to Executive in a manner consistent with Treas. Reg. Section 1.409A-3(i)(l)(iv). Additionally, to the extent that Executive's receipt of any in-kind benefits from the Company or its affiliates must be delayed pursuant to this Section 21 due to his status as a “specified employee,” Executive may elect to instead purchase and receive such benefits during the period in which the provision of benefits would otherwise be delayed by paying the Company (or its affiliates) for the fair market value of such benefits (as determined by the Company in good faith) during such period. Any amounts paid by Executive pursuant to the preceding sentence shall be reimbursed to Executive as described above on the date that is six months following his separation from service. Each payment made under this Agreement shall be designated as a “separate payment” within the meaning of Section 409A of the Code. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 21, provided that neither the Company nor any of its employees or representatives shall have any liability to Executive with respect thereto.

22. Counterparts : This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written, effective as of the Effective Date.

COMPANY:
CNO SERVICES, LLC

/s/ Edward J. Bonach             
Edward J. Bonach
President

EXECUTIVE:

/s/ Matthew J. Zimpfer             
Matthew J. Zimpfer

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
Exhibit 12.1
Computation of Ratio of Earnings to Fixed Charges
(Dollars in millions)

	
									
 	Six months ended June 30, 2011	 	Year ended December 31, 2010	 	
Pretax income from operations:	 	 	 	 	
Net income	$	113.4		 	$	284.6		 	
Add income tax expense	62.4		 	8.9		 	
Pretax income from operations	175.8		 	293.5		 	
Add fixed charges:	 	 	 	 	
Interest expense on corporate debt	39.9		 	79.3		 	
Interest expense on investment borrowings	18.2		 	33.9		 	
Interest added to policyholder account balances	143.6		 	303.9		 	
Portion of rental (a)	6.8		 	13.0		 	
Fixed charges	208.5		 	430.1		 	
Adjusted earnings	$	384.3		 	$	723.6		 	
Ratio of earnings to fixed charges	1.84X		 	1.68X		 	
____________________
		
(a)	Interest portion of rental is estimated to be 33 percent.	

Exhibit 31.1
CERTIFICATION

I, C. James Prieur, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date:   August 1, 2011

/s/ C. James Prieur
C. James Prieur
Chief Executive Officer

Exhibit 31.2
CERTIFICATION

I, Edward J. Bonach, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: August 1, 2011

/s/ Edward J. Bonach
Edward J. Bonach
Executive Vice President
and Chief Financial Officer

Exhibit 32.1

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

In connection with the Quarterly Report of CNO Financial Group, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, C. James Prieur, Chief Executive Officer of the Company, certify, p ursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my actual knowledge:

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

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

/s/ C. James Prieur
C. James Prieur
Chief Executive Officer

August 1, 2011

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

Exhibit 32.2

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

In connection with the Quarterly Report of CNO Financial Group, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward J. Bonach, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my actual knowledge:

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

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

/s/  Edward J. Bonach
Edward J. Bonach
Executive Vice President and
Chief Financial Officer

August 1, 2011

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