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

		
þ	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934	
For the fiscal year ended December 31, 2018

		
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	
Securities registered pursuant to Section 12(b) of the Act:

			
Title of each class	 	Name of Each Exchange on which Registered	
Common Stock, par value $0.01 per share	 	New York Stock Exchange	
Rights to purchase Series C Junior Participating Preferred Stock	 	New York Stock Exchange	
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ X ] No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [ X ]
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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ X ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [ ] Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes [ ] No [ X ]
At June 30, 2018, the last business day of the Registrant's most recently completed second fiscal quarter, the aggregate market value of the Registrant's common equity held by nonaffiliates was approximately $3.1 billion.
Shares of common stock outstanding as of February 8, 2019: 160,715,150
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant's definitive proxy statement for the 2019 annual meeting of shareholders are incorporated by reference into Part III of this report.

TABLE OF CONTENTS

	
			
PART I	 	Page	
Item 1.	Business of CNO	3	
Item 1A.	Risk Factors	22	
Item 1B.	Unresolved Staff Comments	41	
Item 2.	Properties	41	
Item 3.	Legal Proceedings	42	
Item 4.	Mine Safety Disclosures	42	
 	Executive Officers of the Registrant	42	
 	 	 	
PART II	 	 	
Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	43	
Item 6.	Selected Consolidated Financial Data	45	
Item 7.	Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations	46	
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	114	
Item 8.	Consolidated Financial Statements and Supplementary Data	114	
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	198	
Item 9A.	Controls and Procedures	198	
Item 9B.	Other Information	199	
 	 	 	
PART III	 	 	
Item 10.	Directors, Executive Officers and Corporate Governance	200	
Item 11.	Executive Compensation	200	
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	200	
Item 13.	Certain Relationships and Related Transactions, and Director Independence	200	
Item 14.	Principal Accountant Fees and Services	200	
 	 	 	
PART IV	 	 	
Item 15.	Exhibits and Financial Statement Schedules	201	
Item 16.	Form 10-K Summary	201	

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PART I

ITEM 1. BUSINESS OF CNO.

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

We focus on serving middle-income pre-retiree and retired Americans, which we believe are attractive, underserved, high growth markets. We sell our products through three distribution channels: career agents, independent producers (some of whom sell one or more of our product lines exclusively) and direct marketing. As of December 31, 2018 , we had shareholders' equity of $3.4 billion and assets of $31.4 billion . For the year ended December 31, 2018 , we had revenues of $4.3 billion and a net loss of $315.0 million (including a loss on a reinsurance transaction of $661.1 million, net of taxes and gains recognized on the assets transferred in the transaction). See our consolidated financial statements and accompanying footnotes for additional financial information about the Company and its segments.

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; long-term care in run-off; and corporate operations, comprised of holding company activities and certain noninsurance company businesses. On September 27, 2018, the Company completed a long-term care reinsurance transaction pursuant to which its wholly-owned subsidiary, Bankers Life and Casualty Company ("Bankers Life"), entered into an agreement with Wilton Reassurance Company ("Wilton Re") to cede all of its legacy (prior to 2003) comprehensive and nursing home long-term care policies (with statutory reserves of $2.7 billion) through 100% indemnity coinsurance. In anticipation of the reinsurance agreement, the Company reorganized its business segments to move the block to be ceded from the "Bankers Life segment" to the "Long-term care in run-off segment" in the third quarter of 2018. All prior period segment disclosures have been revised to conform to management's current view of the Company's operating segments.

The Company’s insurance segments are described below:

•	Bankers Life,   which underwrites, 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, financial and investment advisors, and sales managers supported by a network of community-based sales offices.  The Bankers Life segment includes primarily the business of Bankers Life.  Bankers Life also has various distribution and marketing agreements with other insurance companies to use Bankers Life's career agents to distribute Medicare Advantage and prescription drug plans ("PDP") products in exchange for a fee.	

•	Washington National, which underwrites, 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. ("PMA", 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 ("Washington National"). This segment's business also includes certain closed blocks of annuities and Medicare supplement policies which are no longer being actively marketed by this segment and were primarily issued or acquired by Washington National.	

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

•	Long-term care in run-off consists of: (i) the long-term care business that was recaptured due to the termination of certain reinsurance agreements effective September 30, 2016 (such business is not actively marketed and was issued or acquired by Washington National and Bankers Conseco Life Insurance Company ("BCLIC")); and (ii) certain legacy (prior to 2003) comprehensive and nursing home long-term care policies which were ceded to Wilton Re in September 2018 (such business was not actively marketed and was issued by Bankers Life).	

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OUR STRATEGIC DIRECTION

At CNO, our mission is to enrich lives by providing financial solutions that help protect the health and retirement needs of middle-income Americans, while building enduring value for all our stakeholders. We remain committed to our strategic priorities to grow the franchise, launch new products and services, expand to the right to reach slightly younger, wealthier consumers within the middle market, and deploy excess capital to its highest and best use.

Our middle-market focus and diverse distribution is a key strength and opportunity for CNO. We have career agents at Bankers Life, wholly-owned and independent distributors at Washington National and a direct-to-consumer business at Colonial Penn to reach consumers according to their preferences. Our product portfolio mix is well-aligned to the retirement, healthcare, supplemental health and income accumulation needs of working-age consumers as well as those in and near retirement. As Americans live longer into their retirement years, consumers need holistic retirement income planning, which includes our insurance and annuity solutions, and the investments offered by our broker-dealer and growing force of registered investment advisors. Specifically, we are focused on the following priorities:

Growth
		
•	Maximize our product portfolio to ensure it meets our customers’ needs for integrated products and advice covering a broad range of their financial goals	
		
•	Respond effectively to evolving customer preferences	
		
•	Expand and enhance elements of our broker-dealer and registered investment advisor program	
		
•	Continue our "expand to the right" strategy to reach slightly younger and wealthier consumers within the middle-income market	
		
•	Increase the speed-to-market for new products that are a good fit for our customers	
		
•	Make strategic, measured changes to our business practices to improve our competitive advantage	
		
•	Continue to invest in technology to support agent productivity and relationships with our customers	

Increase profitability and return on equity
		
•	Maintain our strong capital position and favorable financial metrics	
		
•	Work to increase our return on equity	
		
•	Maintain pricing discipline	

Effectively manage risk and deploy capital
		
•	Maintain an active enterprise risk management process	
		
•	Utilize excess cash flow to maximize long-term returns	
		
•	Maintain a competitive dividend payout ratio	

Continue to invest in talent
		
•	Attract, retain and develop the best talent to help us drive sustainable growth	
		
•	Recruit, develop and retain our agent force	

OTHER INFORMATION

Our executive offices are located at 11825 N. Pennsylvania Street, Carmel, Indiana 46032, and our telephone number is (317) 817-6100. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act are available free of charge on our website at www.CNOinc.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the Securities and Exchange Commission (the "SEC"). These filings are also available on the SEC's website at www.sec.gov . Copies of these filings are also available, without charge, from CNO Investor Relations, 11825 N. Pennsylvania Street, Carmel, IN 46032.

Our website also includes the charters of our Audit and Enterprise Risk Committee, Executive Committee, Governance and Nominating Committee, Human Resources and Compensation Committee and Investment Committee, as well as our Corporate Governance Operating Principles and our Code of Business Conduct and Ethics that applies to all officers, directors and employees. Copies of these documents are available free of charge on our website at www.CNOinc.com or from CNO Investor Relations at the address shown above. Within the time period specified by the SEC and the New York Stock Exchange, we will post on our website any amendment to our Code of Business Conduct and Ethics and any waiver applicable to our principal executive officer, principal financial officer or principal accounting officer.

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In June 2018, we filed with the New York Stock Exchange the Annual CEO Certification regarding the Company's compliance with their Corporate Governance listing standards as required by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual. In addition, we have filed as exhibits to this 2018 Form 10-K the applicable certifications of the Company's Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002 regarding the Company's public disclosures.

CNO became the successor to Conseco, Inc., an Indiana corporation (our "Predecessor"), in connection with a bankruptcy reorganization which became effective on September 10, 2003 (the "Effective Date"). Our Predecessor was organized in 1979 and commenced operations in 1982.

Data in Item 1 are provided as of or for the year ended December 31, 2018 (as the context implies), unless otherwise indicated.

MARKETING AND DISTRIBUTION

Insurance

Our insurance subsidiaries develop, market and administer health insurance, annuity, individual life insurance and other insurance products. We sell these products through three primary distribution channels: career agents, independent producers (some of whom sell one or more of our product lines exclusively) and direct marketing. We had premium collections of $3.8 billion , $3.7 billion and $3.6 billion in 2018 , 2017 and 2016 , respectively.

Our insurance subsidiaries collectively hold licenses to market our insurance products in all fifty states, the District of Columbia, and certain protectorates of the United States. Sales to residents of the following states accounted for at least five percent of our 2018 collected premiums: Florida ( 10 percent ), Pennsylvania ( 6 percent ), Texas ( 5 percent ) and Iowa ( 5 percent ).

We believe that most purchases of life insurance, accident and health insurance and annuity products occur only after individuals are contacted and solicited by an insurance agent. Accordingly, the success of our distribution system is largely dependent on our ability to attract and retain experienced and highly motivated agents. A description of our primary distribution channels is as follows:

Career Agents . The products of the Bankers Life segment are sold through a career agency force of over 4,100 producing agents working from over 265 Bankers Life branch offices and satellites. These agents establish one-on-one contact with potential policyholders and promote strong personal relationships with existing policyholders. The career agents sell primarily Medicare supplement and long-term care insurance policies, life insurance and annuities. In 2018 , the Bankers Life segment had total collected premiums related to this distribution channel of $2.6 billion , or 70 percent , of our total collected premiums. These agents sell Bankers Life policies, as well as Medicare Advantage plans through distribution arrangements with third-party insurance companies, and typically visit the prospective policyholder's home to conduct personalized "kitchen-table" sales presentations. After the sale of an insurance policy, the agent serves as a contact person for policyholder questions, claims assistance and additional insurance needs.

Independent Producers . The products of the Washington National segment are primarily sold through our wholly-owned marketing organization, PMA. In addition, Washington National's products are sold through a diverse network of independent agents, insurance brokers and marketing organizations. The general agency and insurance brokerage distribution system is comprised of independent licensed agents doing business in all fifty states, the District of Columbia, and certain protectorates of the United States. In 2018 , this distribution channel accounted for $692.8 million , or 18 percent , of our total collected premiums.

Marketing organizations typically recruit agents by advertising our products and commission structure through direct mail advertising or through seminars for agents and brokers. These organizations bear most of the costs incurred in marketing our products. We compensate the marketing organizations by paying them a percentage of the commissions earned on new sales generated by agents recruited by such organizations. Certain of these marketing organizations are specialty organizations that have a marketing expertise or a distribution system related to a particular product or market, such as worksite and individual health products.

Direct Marketing . This distribution channel is engaged primarily in the sale of graded benefit life insurance policies through Colonial Penn using direct response marketing techniques. New policyholder leads are generated primarily from

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television, print advertising, direct response mailings and the internet. In 2018 , this channel accounted for $298.3 million , or 8 percent , of our total collected premiums.

Products

The following table summarizes premium collections by major category and segment for the years ended December 31, 2018 , 2017 and 2016 (dollars in millions):

Total premium collections

	
												
 	2018	 	2017	 	2016	
Health:	 	 	 	 	 	
Bankers Life	$	1,019.0		 	$	1,025.1		 	$	1,028.5		
Washington National	659.3		 	642.5		 	628.4		
Colonial Penn	1.7		 	2.0		 	2.4		
Long-term care in run-off	145.8		 	205.2		 	211.5		
Total health	1,825.8		 	1,874.8		 	1,870.8		
Annuities:	 	 	 	 	 	
Bankers Life	1,163.2		 	1,030.6		 	970.0		
Washington National	1.3		 	.9		 	1.5		
Total annuities	1,164.5		 	1,031.5		 	971.5		
Life:	 	 	 	 	 	
Bankers Life	466.0		 	462.4		 	461.1		
Washington National	32.2		 	30.0		 	29.4		
Colonial Penn	296.6		 	289.6		 	277.8		
Total life	794.8		 	782.0		 	768.3		
Total premium collections	$	3,785.1		 	$	3,688.3		 	$	3,610.6		

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Our collected premiums by product and segment were as follows:

Health

Health premium collections (dollars in millions)

	
												
 	2018	 	2017	 	2016	
Medicare supplement:	 	 	 	 	 	
Bankers Life	$	734.3		 	$	739.4		 	$	739.3		
Washington National	46.3		 	51.6		 	61.0		
Colonial Penn	1.5		 	1.9		 	2.3		
Total	782.1		 	792.9		 	802.6		
Long-term care:	 	 	 	 	 	
Bankers Life	255.1		 	257.0		 	261.8		
Long-term care in run-off	145.8		 	205.2		 	211.5		
Total	400.9		 	462.2		 	473.3		
Supplemental health:	 	 	 	 	 	
Bankers Life	23.6		 	22.6		 	21.2		
Washington National	611.3		 	589.1		 	565.5		
Total	634.9		 	611.7		 	586.7		
Other:	 	 	 	 	 	
Bankers Life	6.0		 	6.1		 	6.2		
Washington National	1.7		 	1.8		 	1.9		
Colonial Penn	.2		 	.1		 	.1		
Total	7.9		 	8.0		 	8.2		
Total health premium collections	$	1,825.8		 	$	1,874.8		 	$	1,870.8		

The following describes our major health products:

Medicare Supplement.  Medicare supplement collected premiums were $782.1 million during 2018 , or 21 percent , of our total collected premiums. Medicare is a federal health insurance program for disabled persons and seniors (age 65 and older). Part A of the program provides protection against the costs of hospitalization and related hospital and skilled nursing facility care, subject to an initial deductible, related coinsurance amounts and specified maximum benefit levels. The deductible and coinsurance amounts are subject to change each year by the federal government. Part B of Medicare covers doctor's bills and a number of other medical costs not covered by Part A, subject to deductible and coinsurance amounts for charges approved by Medicare. The deductible amount is subject to change each year by the federal government.

Medicare supplement policies provide coverage for many of the hospital and medical expenses which the Medicare program does not cover, such as deductibles, coinsurance costs (in which the insured and Medicare share the costs of medical expenses) and specified losses which exceed the federal program's maximum benefits. Our Medicare supplement plans automatically adjust coverage to reflect changes in Medicare benefits. In marketing these products, we currently concentrate on individuals who have recently become eligible for Medicare by reaching the age of 65. Approximately 62 percent of new sales of Medicare supplement policies in 2018 were to individuals who had recently reached the age of 65.

Bankers Life sells Medicare supplement insurance. Washington National discontinued new sales of Medicare supplement policies in 2012 to focus on the sale of supplemental health products.

Long-Term Care.  Long-term care collected premiums were $400.9 million during 2018 , or 10 percent of our total collected premiums. Excluding the collected premiums related to the legacy long-term care business that was ceded under a 100% indemnity coinsurance agreement in September 2018, long-term care collected premiums were $270.4 million during 2018, or 7 percent of our total collected premiums. Long-term care products provide coverage, within prescribed limits, for nursing homes, home healthcare, or a combination of both. We sell long-term care plans primarily to retirees and, to a lesser degree, to older self-employed individuals in the middle-income market.

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We continue to sell long-term care insurance through the Bankers Life career agent distribution channel. The business currently being sold is underwritten using stricter underwriting and pricing standards and has shorter benefit periods than the long-term care policies that were ceded pursuant to a reinsurance transaction completed in September 2018. During 2018, 98 percent of new sales of long-term care products in the Bankers Life segment had benefit periods of two years or less and 25 percent of all new sales are reinsured with a third party. At December 31, 2018, 94 percent of the long-term care policies in the Bankers Life segment have benefit periods of less than four years and 55 percent of such long-term care policies have benefit periods of one year or less. In the third quarter of 2018, we ceased sales of home health care only long-term care policies. In addition, we ceased sales of comprehensive and nursing home long-term care policies with benefit periods exceeding three years. Comprehensive policies cover both nursing home care and home healthcare. Home healthcare benefits included in comprehensive policies cover incurred charges after a deductible or elimination period and are subject to a weekly or monthly maximum dollar amount, and an overall benefit maximum. We monitor the loss experience on our long-term care products and, when appropriate, apply for actuarially justified rate increases in the jurisdictions in which we sell such products. Regulatory approval is required before we can increase our premiums on these products.

Supplemental Health Products . Supplemental health collected premiums were $634.9 million during 2018 , or 17 percent of our total collected premiums. These policies generally provide fixed or limited benefits. Cancer insurance and heart/stroke products are guaranteed renewable individual accident and health insurance policies. 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. Heart/stroke policies provide for payments directly to the policyholder for treatment of a covered heart disease, heart attack or stroke. Accident products combine insurance for accidental death with limited benefit disability income insurance. Hospital indemnity products provide a fixed dollar amount per day of confinement in a hospital. The benefits provided under the supplemental health policies do not necessarily reflect the actual cost incurred by the insured as a result of the illness, or accident, and benefits are not reduced by any other medical insurance payments made to or on behalf of the insured.

Approximately 74 percent of the total number of our supplemental health policies inforce was 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 in some cases, 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. For some policies, the return of premium rider does not have any claim offset. 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.

Premiums collected on supplemental health products in the Bankers Life segment primarily relate to a critical illness product that was introduced in 2012. This critical illness insurance product pays a lump sum cash benefit directly to the insured when the insured is diagnosed with a specified critical illness. The product is designed to provide additional financial protection associated with treatment and recovery as well as cover non-medical expenses such as: (i) loss of income; (ii) at home recovery or treatment; (iii) experimental and/or alternative medicine; (iv) co-pays, deductibles and out-of-network expenses; and (v) child care and transportation costs.

Other Health Products . Collected premiums on other health products were $7.9 million during 2018 . This category includes various other health products such as disability income products which are sold in small amounts and other products such as major medical health insurance which are no longer actively marketed.

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Annuities

Annuity premium collections (dollars in millions)

	
												
 	2018	 	2017	 	2016	
Fixed index annuity:	 	 	 	 	 	
Bankers Life	$	1,112.0		 	$	964.7		 	$	868.1		
Washington National	1.1		 	.6		 	1.2		
Total fixed index annuity premium collections	1,113.1		 	965.3		 	869.3		
Other fixed interest annuity:	 	 	 	 	 	
Bankers Life	51.2		 	65.9		 	101.9		
Washington National	.2		 	.3		 	.3		
Total fixed interest annuity premium collections	51.4		 	66.2		 	102.2		
Total annuity premium collections	$	1,164.5		 	$	1,031.5		 	$	971.5		

During 2018 , we collected annuity premiums of $1,164.5 million , or 31 percent , of our total premiums collected. Annuity products include fixed index annuity, traditional fixed rate annuity and single premium immediate annuity products sold through Bankers Life. Washington National no longer actively sells annuity products. Annuities offer a tax-deferred means of accumulating savings for retirement needs, and provide a tax-efficient source of income in the payout period. Our major source of income from fixed rate annuities is the spread between the investment income earned on the underlying general account assets and the interest credited to contractholders' accounts. For fixed index annuities, our major source of income is the spread between the investment income earned on the underlying general account assets and the cost of the index options purchased to provide index-based credits to the contractholders' accounts.

The mix of premium collections between Bankers Life's fixed index products and fixed interest annuity products has fluctuated due to volatility in the financial markets in recent periods. In addition, premium collections from Bankers Life's fixed rate annuity products have been negatively impacted by low market interest rates in recent periods.

The following describes the major annuity products:

Fixed Index Annuities . These products accounted for $1,113.1 million , or 30 percent , of our total premium collections during 2018 . The account value (or "accumulation value") of these annuities is credited in an amount that is based on changes in a particular index during a specified period of time. Within each contract issued, each fixed index annuity specifies:

•	The index to be used.	

•	The time period during which the change in the index is measured. At the end of the time period, the change in the index is applied to the account value. The time period of the contract ranges from 1 to 4 years.	

•	The method used to measure the change in the index.	

•	The measured change in the index is multiplied by a "participation rate" (percentage of change in the index) before the credit is applied. Some policies guarantee the initial participation rate for the life of the contract, and some vary the rate for each period.	

•	The measured change in the index may also be limited by a "cap" before the credit is applied. Some policies guarantee the initial cap for the life of the contract, and some vary the cap for each period.	

•	The measured change in the index may also be limited to the excess in the measured change over a "margin" before the credit is applied. Some policies guarantee the initial margin for the life of the contract, and some vary the margin for each period.	

These products have guaranteed minimum cash surrender values, regardless of actual index performance and the resulting indexed-based interest credits applied. In 2016, we began offering a guaranteed lifetime income annuity, which allows policyholders to opt to receive a guaranteed income stream for life, without having to annuitize their policy.

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We have generally been successful at hedging increases to policyholder benefits resulting from increases in the indices to which the product's return is linked.

In 2018 , a significant portion of our new annuity sales were "bonus interest" products. These products typically specify a bonus interest rate that generally ranges from 2 percent to 5 percent for the first policy year only. After the first year, the bonus interest portion of the initial crediting rate is automatically discontinued, and the renewal crediting is established.

Other Fixed Interest Annuities . These products include fixed rate single-premium deferred annuities ("SPDAs"), flexible premium deferred annuities ("FPDAs") and single-premium immediate annuities ("SPIAs"). These products accounted for $51.4 million , or 1 percent , of our total premium collections during 2018 , of which SPDAs and FPDAs comprised $43.6 million. Our fixed rate SPDAs and FPDAs typically have a crediting rate that is guaranteed by the Company for the first policy year, after which we have the ability to change the crediting rate to any rate not below a guaranteed minimum rate. The guaranteed rates on annuities written recently are 1 percent, and the guaranteed rates on all policies inforce range from 1.0 percent to 5.5 percent. As of December 31, 2018 , the average crediting rate on our outstanding traditional annuities was 3 percent.

The initial crediting rate is largely a function of:

• the interest rate we can earn on invested assets acquired with the new annuity fund deposits;

• the costs related to marketing and maintaining the annuity products; and

• the rates offered on similar products by our competitors.

For subsequent adjustments to crediting rates, we take into account current and prospective yields on investments, annuity surrender assumptions, competitive industry pricing and the crediting rate history for particular groups of annuity policies with similar characteristics.

Withdrawals from fixed interest annuities we are currently selling are generally subject to a surrender charge of 8 percent to 10 percent in the first year, declining to zero over a 5 to 12 year period, depending on issue age and product. Surrender charges are set at levels intended to protect the Company from loss on early terminations and to reduce the likelihood that policyholders will terminate their policies during periods of increasing interest rates. This practice is intended to lengthen the duration of policy liabilities and to enable us to maintain profitability on such policies.

Penalty-free withdrawals from fixed interest annuities of up to 10 percent of either premiums or account value are available in most fixed interest annuities after the first year of the annuity's term.

Some fixed interest annuity products apply a market value adjustment during the surrender charge period. This adjustment is determined by a formula specified in the annuity contract, and may increase or decrease the cash surrender value depending on changes in the amount and direction of market interest rates or credited interest rates at the time of withdrawal. The resulting cash surrender values will be at least equal to the guaranteed minimum values.

SPIAs accounted for $7.8 million of our total premiums collected in 2018 . SPIAs are designed to provide a series of periodic payments for a fixed period of time or for life, according to the policyholder's choice at the time of issuance. Once the payments begin, the amount, frequency and length of time over which they are payable are fixed. SPIAs often are purchased by persons at or near retirement age who desire a steady stream of payments over a future period of years. The single premium is often the payout from a fixed rate contract. The implicit interest rate on SPIAs is based on market conditions when the policy is issued. The implicit interest rate on our outstanding SPIAs averaged 6.7 percent at December 31, 2018 .

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Life Insurance

Life insurance premium collections (dollars in millions)

	
												
 	2018	 	2017	 	2016	
Interest-sensitive life products:	 	 	 	 	 	
Bankers Life	$	170.8		 	$	162.5		 	$	175.0		
Washington National	22.1		 	19.1		 	18.0		
Colonial Penn	.2		 	.2		 	.3		
Total interest-sensitive life premium collections	193.1		 	181.8		 	193.3		
Traditional life:	 	 	 	 	 	
Bankers Life	295.2		 	299.9		 	286.1		
Washington National	10.1		 	10.9		 	11.4		
Colonial Penn	296.4		 	289.4		 	277.5		
Total traditional life premium collections	601.7		 	600.2		 	575.0		
Total life insurance premium collections	$	794.8		 	$	782.0		 	$	768.3		

Life products include traditional and interest-sensitive life insurance products. These products are currently sold through the Bankers Life, Washington National and Colonial Penn segments. During 2018 , we collected life insurance premiums of $794.8 million , or 21 percent , of our total collected premiums.

Interest-Sensitive Life Products . These products include universal life and other interest-sensitive life products that provide life insurance with adjustable rates of return related to current interest rates. They accounted for $193.1 million , or 5 percent , of our total collected premiums in 2018 . These products are marketed by independent producers and career agents (including independent producers and career agents specializing in worksite sales). The principal differences between universal life products and other interest-sensitive life products are policy provisions affecting the amount and timing of premium payments. Universal life policyholders may vary the frequency and size of their premium payments, and policy benefits may also fluctuate according to such payments. Premium payments under other interest-sensitive policies may not be varied by the policyholders. Universal life products include fixed index universal life products. The account value of these policies is credited with interest at a guaranteed rate, plus additional interest credits based on changes in a particular index during a specified time period.

Traditional Life . These products accounted for $601.7 million , or 16 percent , of our total collected premiums in 2018 . Traditional life policies, including whole life, graded benefit life, term life and single premium whole life products, are marketed through independent producers, career agents and direct response marketing. Under whole life policies, the policyholder generally pays a level premium over an agreed period or the policyholder's lifetime. The annual premium in a whole life policy is generally higher than the premium for comparable term insurance coverage in the early years of the policy's life, but is generally lower than the premium for comparable term insurance coverage in the later years of the policy's life. These policies combine insurance protection with a savings component that gradually increases in amount over the life of the policy. The policyholder may borrow against the savings component generally at a rate of interest lower than that available from other lending sources. The policyholder may also choose to surrender the policy and receive the accumulated cash value rather than continuing the insurance protection. Term life products offer pure insurance protection for life with a guaranteed level premium for a specified period of time - typically 5, 10, 15 or 20 years. In some instances, these products offer an option to return the premium at the end of the guaranteed period.

Traditional life products also include graded benefit life insurance products. Graded benefit life insurance products are offered on an individual basis primarily to persons age 50 to 85, principally in face amounts of $400 to $25,000, without medical examination or evidence of insurability. Premiums are paid as frequently as monthly. Benefits paid are less than the face amount of the policy during the first two years, except in cases of accidental death. Our Colonial Penn segment markets graded benefit life policies under its own brand name using direct response marketing techniques. New policyholder leads are generated primarily from television, print advertisements, direct response mailings and the internet.

Traditional life products also include single premium whole life insurance. This product requires one initial lump sum payment in return for providing life insurance protection for the insured's entire lifetime. Single premium whole life products accounted for $40.4 million of our total collected premiums in 2018 .

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INVESTMENTS

40|86 Advisors, Inc. ("40|86 Advisors", a registered investment advisor and wholly owned subsidiary of CNO) manages the investment portfolios of our insurance subsidiaries. 40|86 Advisors had approximately $22.9 billion of assets (at fair value) under management at December 31, 2018 , of which $22.8 billion were our assets (including investments held by variable interest entities ("VIEs") that are included on our consolidated balance sheet) and $.1 billion were assets managed for third parties. Our general account investment strategies are to:

•	provide largely stable investment income from a diversified high quality fixed income portfolio;	

•	maximize and maintain a stable spread between our investment income and the yields we pay on insurance products;	

•	sustain adequate liquidity levels to meet operating cash requirements, including a margin for potential adverse developments;	

•	continually monitor and manage the relationship between our investment portfolio and the financial characteristics of our insurance liabilities such as durations and cash flows; and	

•	maximize total return through active strategic asset allocation and investment management.	

Investment activities are an important and integral part of our business because investment income is a significant component of our revenues. The profitability of many of our insurance products is significantly affected by spreads between interest yields on investments and rates credited on insurance liabilities. Also, certain insurance products are priced based on long term assumptions including investment returns. Although substantially all credited rates on SPDAs, FPDAs and interest sensitive life products may be changed annually (subject to minimum guaranteed rates), changes in crediting rates may not be sufficient to maintain targeted investment spreads in all economic and market environments. In addition, competition, minimum guaranteed rates and other factors, including the impact of surrenders and withdrawals, may limit our ability to adjust or to maintain crediting rates at levels necessary to avoid narrowing of spreads under certain market conditions. As of December 31, 2018 , the average yield, computed on the cost basis of our fixed maturity portfolio, was 5.1 percent , and the average interest rate credited or accruing to our total insurance liabilities (excluding interest rate bonuses for the first policy year only and excluding the effect of credited rates attributable to variable or fixed index products) was 4.6 percent .

We manage the equity-based risk component of our fixed index annuity products by:

•	purchasing options on equity indices with similar payoff characteristics; and	

•	adjusting the participation rate to reflect the change in the cost of such options (such cost varies based on market conditions).	

The prices of the options we purchase to manage the equity-based risk component of our fixed index annuities vary based on market conditions. All other factors held constant, the prices of the options generally increase with increases in the volatility of the applicable indices, which may reduce the profitability of the fixed index products, cause us to lower participation rates, or both. Accordingly, volatility of the indices is one factor in the uncertainty regarding the profitability of our fixed index products.

Our invested assets are predominately fixed rate in nature and their value fluctuates with changes in market rates, among other factors (such as changes in the overall compensation for risk required by the market as well as issuer specific changes in credit quality). We seek to manage the interest rate risk inherent in our business by managing the durations and cash flows of our fixed maturity investments along with those of the related insurance liabilities. For example, one management measure we use is asset and liability duration. Duration measures expected change in fair value for a given change in interest rates. If interest rates increase by 1 percent, the fair value of a fixed maturity security with a duration of 5 years is typically expected to decrease in value by approximately 5 percent. When the estimated durations of assets and liabilities are similar, absent other factors, a change in the value of assets related to changes in interest rates should be largely offset by a change in the value of liabilities. We calculate asset and liability durations using our estimates of future asset and liability cash flows. At December 31, 2018 , the estimated duration of our fixed income securities (as modified to reflect estimated prepayments and call premiums) and the estimated duration of our insurance liabilities were approximately 8.6 years and 8.4 years , respectively.

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COMPETITION

The markets in which we operate are competitive. Compared to CNO, many companies in the financial services industry are larger, have greater capital, technological and marketing resources, have greater access to capital and other sources of liquidity at a lower cost, offer broader and more diversified product lines, have greater brand recognition, have larger staffs and higher ratings. Banks, securities brokerage firms and other financial intermediaries also market insurance products or offer competing products, such as mutual fund products, traditional bank investments and other investment and retirement funding alternatives. We also compete with many of these companies and others in providing services for fees. In most areas, competition is based on a number of factors including pricing, service provided to distributors and policyholders and ratings. CNO's subsidiaries must also compete to attract and retain the allegiance of agents, insurance brokers and marketing companies.

In the individual health insurance business, companies compete primarily on the bases of marketing, service and price. Pursuant to federal regulations, the Medicare supplement products offered by all companies have standardized policy features. This increases the comparability of such policies and intensifies competition based on other factors. See "Insurance Underwriting" and "Governmental Regulation" for additional information. In addition to competing with the products of other insurance companies, commercial banks, mutual funds and broker dealers, our insurance products compete with health maintenance organizations, preferred provider organizations and other health care-related institutions which provide medical benefits based on contractual agreements.

Our principal competitors vary by product line. Our main competitors for agent-sold long-term care insurance products include Northwestern Mutual, Mutual of Omaha and New York Life. Our main competitors for agent-sold Medicare supplement insurance products include Blue Cross and Blue Shield Plans, United HealthCare and Mutual of Omaha. Our main competitors for life insurance sold through direct marketing channels include Gerber Life, Mutual of Omaha, New York Life and subsidiaries of Torchmark Corporation. Our main competitors for supplemental health products sold through our Washington National segment include AFLAC, subsidiaries of Allstate, Colonial Life and Accident Company and subsidiaries of Torchmark Corporation.

In some of our product lines, such as life insurance and fixed annuities, we have a relatively small market share. Even in some of the lines in which we are one of the top writers, our market share is relatively small. For example, while, based on an Individual Long-Term Care Insurance Survey, our Bankers Life subsidiary ranked sixth in new annualized premiums of individual long-term care insurance in the first half of 2018 with a market share of approximately 7 percent, the top five writers of individual long-term care insurance had new annualized premiums with a combined market share of approximately 79 percent during the period. In addition, while, based on a 2017 Medicare Supplement Loss Ratios report, we ranked sixth in direct premiums earned for Medicare supplement insurance in 2017 with a market share of 2.7 percent, the top writer of Medicare supplement insurance had direct premiums with a market share of 35 percent during the period.

Most of our major competitors have higher financial strength ratings than we do. Recent industry consolidation, including business combinations among insurance and other financial services companies, has resulted in larger competitors with even greater financial resources. Furthermore, changes in federal law have narrowed the historical separation between banks and insurance companies, enabling traditional banking institutions to enter the insurance and annuity markets and further increase competition. This increased competition may harm our ability to maintain or improve our profitability.

In addition, because the actual cost of products is unknown when they are sold, we are subject to competitors who may sell a product at a price that does not cover its actual cost. Accordingly, if we do not also lower our prices for similar products, we may lose market share to these competitors. If we lower our prices to maintain market share, our profitability will decline.

The Colonial Penn segment has faced increased competition from other insurance companies who also distribute products through direct marketing. In addition, the demand and cost of television advertising appropriate for Colonial Penn's campaigns fluctuates from period to period and will impact the average cost to generate a TV lead.

We must attract and retain sales representatives to sell our insurance and annuity products. Strong competition exists among insurance and financial services companies for sales representatives. We compete for sales representatives primarily on the basis of our financial position, financial strength ratings, support services, compensation, products and product features. Our competitiveness for such agents also depends upon the relationships we develop with these agents.

An important competitive factor for life insurance companies is the financial strength ratings they receive from nationally recognized rating organizations. Agents, insurance brokers and marketing companies who market our products and

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prospective purchasers of our products use the financial strength ratings of our insurance subsidiaries as an important factor in determining whether to market or purchase. Ratings have the most impact on our sales of supplemental health and life products to consumers at the worksite. Financial strength ratings provided by A.M. Best Company ("A.M. Best"), Moody's Investor Services, Inc. ("Moody's"), Fitch Ratings ("Fitch") and S&P Global Ratings ("S&P") are the rating agency's opinions of the ability of our insurance subsidiaries to pay policyholder claims and obligations when due. They are not directed toward the protection of investors, and such ratings are not recommendations to buy, sell or hold securities. The most recent ratings actions are described below.

On January 9, 2019, A.M. Best affirmed its "A-" financial strength ratings of our primary insurance subsidiaries. The outlook for these ratings remains stable. The "A-" rating is assigned to companies that have an excellent ability, in A.M. Best's opinion, to meet their ongoing obligations to policyholders.  A.M. Best ratings for the industry currently range from "A++ (Superior)" to "F (In Liquidation)" and some companies are not rated.  An "A++" rating indicates a superior ability to meet ongoing obligations to policyholders.  A.M. Best has sixteen possible ratings.  There are three ratings above the "A-" rating of our primary insurance subsidiaries and twelve ratings that are below that rating.

On October 4, 2018, Moody's upgraded the financial strength ratings of our primary insurance subsidiaries to "A3" from "Baa1" and the outlook for these ratings is stable. Moody's actions resulted from the Company's announcement that Bankers Life had closed on its agreement to cede certain long-term care policies as further described in the note to the consolidated financial statements entitled "Reinsurance". Moody’s financial strength ratings range from "Aaa" to "C".  These ratings may be supplemented with numbers "1", "2", or "3" to show relative standing within a category.  In Moody's view, an insurer rated "A" offers good financial security, however, certain elements may be present which suggests a susceptibility to impairment sometime in the future. Moody's has twenty-one possible ratings.  There are six ratings above the "A3" rating of our primary insurance subsidiaries and fourteen ratings that are below that rating.

On August 2, 2018, Fitch affirmed its "BBB+" financial strength ratings of our primary insurance subsidiaries and revised the outlook for these ratings to positive from stable. The positive outlook for these ratings reflected Fitch's view that such ratings could be upgraded over the next 12 to 18 months based on the Company's announcement that Bankers Life had entered into an agreement to cede certain long-term care policies as further described in the note to the consolidated financial statements entitled "Reinsurance". A "BBB" rating, in Fitch's opinion, indicates that there is currently a low expectation of ceased or interrupted payments. The capacity to meet policyholder and contract obligations on a timely basis is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impact this capacity. Fitch ratings for the industry range from "AAA Exceptionally Strong" to "C Distressed" and some companies are not rated. Pluses and minuses show the relative standing within a category. Fitch has nineteen possible ratings. There are seven ratings above the "BBB+" rating of our primary insurance subsidiaries and eleven ratings that are below that rating.

On August 2, 2018, S&P affirmed the financial strength ratings of "BBB+" of our primary insurance subsidiaries and revised the outlook for these ratings to positive from stable. S&P's actions resulted from the Company's announcement that Bankers Life had entered into an agreement to cede certain long-term care policies as further described in the note to the consolidated financial statements entitled "Reinsurance". S&P financial strength ratings range from "AAA" to "R" and some companies are not rated.  An insurer rated "BBB" or higher is regarded as having financial security characteristics that outweigh any vulnerabilities, and is highly likely to have the ability to meet financial commitments. An insurer rated "BBB", in S&P's opinion, has good financial security characteristics, but is more likely to be affected by adverse business conditions than are higher-rated insurers.  Pluses and minuses show the relative standing within a category.  S&P has twenty-one possible ratings.  There are seven ratings above the "BBB+" rating of our primary insurance subsidiaries and thirteen ratings that are below that rating.

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.

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INSURANCE UNDERWRITING

Under regulations developed by the National Association of Insurance Commissioners (the "NAIC") (an association of state regulators and their staffs) and adopted by the states, we are prohibited from underwriting our Medicare supplement policies for certain first-time purchasers. If a person applies for insurance within six months after becoming eligible by reason of age, or disability in certain limited circumstances, the application may not be rejected due to medical conditions. Some states prohibit underwriting of all Medicare supplement policies. For other prospective Medicare supplement policyholders, such as senior citizens who are transferring to our products, the underwriting procedures are relatively limited, except for policies providing prescription drug coverage.

Before issuing long-term care products, we generally apply detailed underwriting procedures to assess and quantify the insurance risks. We require medical examinations of applicants (including blood and urine tests, where permitted) for certain health insurance products and for life insurance products which exceed prescribed policy amounts. These requirements vary according to the applicant's age and may vary by type of policy or product. We also rely on medical records and the potential policyholder's written application. In recent years, there have been significant regulatory changes with respect to underwriting certain types of health insurance. An increasing number of states prohibit underwriting and/or charging higher premiums for substandard risks. We monitor changes in state regulation that affect our products, and consider these regulatory developments in determining the products we market and where we market them.

Our supplemental health policies are individually underwritten using a simplified issue application. Based on an applicant's responses on the application, the underwriter either: (i) approves the policy as applied for; (ii) approves the policy with reduced benefits; or (iii) rejects the application.

Our life insurance products include policies that are underwritten individually and low face-amount life insurance products that utilize standardized underwriting procedures. After initial processing, insurance underwriters obtain the information needed to make an underwriting decision (such as medical examinations, doctors' statements and special medical tests). After collecting and reviewing the information, the underwriter either: (i) approves the policy as applied for; (ii) approves the policy with an extra premium charge because of unfavorable factors; or (iii) rejects the application.

We underwrite group insurance policies based on the characteristics of the group and its past claim experience. Graded benefit life insurance policies are issued without medical examination or evidence of insurability. There is minimal underwriting on annuities.

LIABILITIES FOR INSURANCE PRODUCTS

At December 31, 2018 , the total balance of our liabilities for insurance products was $23.5 billion . These liabilities are generally payable over an extended period of time. The profitability of our insurance products depends on pricing and other factors. Differences between our expectations when we sold these products and our actual experience could result in future losses.

Liabilities for insurance products are calculated using management's best judgments, based on our past experience and standard actuarial tables, of mortality, morbidity, lapse rates, investment experience and expense levels with due consideration of provision for adverse development where prescribed by accounting principles generally accepted in the United States of America ("GAAP"). For all of our insurance products, we establish an active life reserve, a liability for due and unpaid claims, claims in the course of settlement and incurred but not reported claims. In addition, for our health insurance business, we establish a reserve for the present value of amounts not yet due on incurred claims. Many factors can affect these reserves and liabilities, such as economic and social conditions, inflation, hospital and pharmaceutical costs, changes in doctrines of legal liability and extra-contractual damage awards. Therefore, our reserves and liabilities are necessarily based on extensive estimates, assumptions and historical experience. Establishing reserves is an uncertain process, and it is possible that actual claims will materially exceed our reserves and have a material adverse effect on our results of operations and financial condition. Our financial results depend significantly upon the extent to which our actual claims experience is consistent with the assumptions we used in determining our reserves and pricing our products. If our assumptions are incorrect with respect to future claims, future policyholder premiums and policy charges or the investment income on assets supporting liabilities, or our reserves are insufficient to cover our actual losses and expenses, we would be required to increase our liabilities, which would negatively affect our operating results.

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REINSURANCE

Consistent with the general practice of the life insurance industry, our subsidiaries enter into indemnity reinsurance agreements with other insurance companies in order to reinsure portions of the coverage provided by our insurance products. Indemnity reinsurance agreements are intended to limit a life insurer's maximum loss on a large or unusually hazardous risk or to diversify its risk. Indemnity reinsurance does not discharge the original insurer's primary liability to the insured. Our reinsured business is ceded to numerous reinsurers. Based on our periodic review of their financial statements, insurance industry reports and reports filed with state insurance departments, we believe the assuming companies are able to honor all contractual commitments.

As of December 31, 2018 , the policy risk retention limit of our insurance subsidiaries was generally $.8 million or less. Reinsurance ceded by CNO represented 12 percent of gross combined life insurance inforce and reinsurance assumed represented .5 percent of net combined life insurance inforce. Our principal reinsurers at December 31, 2018 were as follows (dollars in millions):

										
Name of Reinsurer	Reinsurance receivables	 	Ceded life insurance inforce	 	A.M. Best rating	
Wilton Re (a)	$	3,046.4		 	$	1,129.8		 	A+	
Jackson National Life Insurance Company ("Jackson") (b)	1,323.8		 	642.3		 	A+	
RGA Reinsurance Company (c)	258.0		 	102.9		 	A+	
Swiss Re Life and Health America Inc.	3.7		 	636.3		 	A+	
Munich American Reassurance Company	3.2		 	518.5		 	A+	
SCOR Global Life USA Reinsurance Company	1.3		 	80.9		 	A+	
All others (d)	289.0		 	210.6		 	 	
 	$	4,925.4		 	$	3,321.3		 	 	
________________
		
(a)	In addition to the life insurance business, Wilton Re has assumed certain long-term care business through a 100% indemnity coinsurance agreement. Such business had total insurance policy liabilities of $2.8 billion at December 31, 2018 .	
		
(b)	In addition to the life insurance business, Jackson has assumed certain annuity business from our insurance subsidiaries through a coinsurance agreement. Such business had total insurance policy liabilities of $1.0 billion at December 31, 2018 .	
		
(c)	RGA Reinsurance Company has assumed a portion of the long-term care business of Bankers Life on a coinsurance basis.	
		
(d)	No other single reinsurer represents more than 3 percent of the reinsurance receivables balance or has assumed greater than 2 percent of the total ceded life insurance business inforce.	

EMPLOYEES

At December 31, 2018 , we had approximately 3,300 full time employees, including 1,280 employees supporting our Bankers Life segment, 290 employees supporting our Colonial Penn segment and 1,730 employees supporting our shared services and our Washington National, long-term care in run-off and corporate segments. None of our employees are covered by a collective bargaining agreement. We believe that we have good relations with our employees.

GOVERNMENTAL REGULATION

Insurance Regulation and Oversight

Our insurance businesses are subject to extensive regulation and supervision by the insurance regulatory agencies of the jurisdictions in which they operate. This regulation and supervision is primarily for the benefit and protection of customers, and not for the benefit of investors or creditors. State laws generally establish supervisory agencies that have broad regulatory authority, including the power to:

•	grant and revoke business licenses;	

•	regulate and supervise sales practices and market conduct;	

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•	establish guaranty associations;	

•	license agents;	

•	approve policy forms;	

•	approve premium rates and premium rate increases for some lines of business such as long-term care and Medicare supplement;	

•	establish reserve requirements;	

•	prescribe the form and content of required financial statements and reports;	

•	determine the reasonableness and adequacy of statutory capital and surplus;	

•	perform financial, market conduct and other examinations;	

•	define acceptable accounting principles; and	

•	regulate the types and amounts of permitted investments.	

In addition, the NAIC develops model laws and regulations, many of which have been adopted by state legislators and/or insurance regulators, relating to:

•	reserve requirements;	

•	risk-based capital ("RBC") standards;	

•	codification of insurance accounting principles;	

•	investment restrictions;	

•	restrictions on an insurance company's ability to pay dividends;	

•	credit for reinsurance; and	

•	product illustrations.	

The Company's insurance subsidiaries are required to file detailed annual reports, in accordance with prescribed statutory accounting rules, with regulatory authorities in each of the jurisdictions in which they do business. As part of their routine oversight process, state insurance departments conduct periodic detailed examinations, generally once every three to five years, of the books, records and accounts of insurers domiciled in their states. These examinations are generally coordinated under the direction of the lead state and typically include all insurers operating in a holding company system pursuant to guidelines promulgated by the NAIC.

The NAIC has developed a principle-based reserving approach for life insurance products which will replace the current formulaic approach to determining policy reserves with an approach that more closely reflects the risks of the products. The principle-based approach became effective on January 1, 2017, and there is a three-year transition period where the approach is optional until it is required to be used for all life insurance products issued on or after January 1, 2020. The new approach will impact the financial statements of our insurance subsidiaries prepared under statutory accounting principles prescribed or permitted by regulatory authorities. The Company is implementing the new approach to its reserves on new life insurance products as they are introduced through the transition period.

State regulatory authorities and industry groups have developed several initiatives regarding market conduct, including the form and content of disclosures to consumers, advertising, sales practices and complaint handling. Various state insurance departments periodically examine the market conduct activities of domestic and non-domestic insurance companies doing business in their states, including our insurance subsidiaries. The purpose of these market conduct examinations is to determine if operations are consistent with the laws and regulations of the state conducting the examination. In addition, market conduct

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has become one of the criteria used by rating agencies to establish the financial strength ratings of an insurance company. For example, A.M. Best's ratings analysis now includes a review of the insurer's compliance program.

Most states mandate minimum benefit standards and benefit ratios for accident and health insurance policies. We are generally required to maintain, with respect to our individual long-term care policies, minimum anticipated benefit ratios over the entire period of coverage of not less than 60 percent. With respect to our Medicare supplement policies, we are generally required to attain and maintain an actual benefit ratio, after three years, of not less than 65 percent. We provide to the insurance departments of all states in which we conduct business annual calculations that demonstrate compliance with required minimum benefit ratios for both long-term care and Medicare supplement insurance. These calculations are prepared utilizing statutory lapse and interest rate assumptions. In the event that we fail to maintain minimum mandated benefit ratios, our insurance subsidiaries could be required to provide retrospective refunds and/or prospective rate reductions. We believe that our insurance subsidiaries currently comply with all applicable mandated minimum benefit ratios.

Our insurance subsidiaries are required, under guaranty fund laws of most states, to pay assessments up to prescribed limits to fund policyholder losses or liabilities of insolvent insurance companies. Typically, assessments are levied on member insurers on a basis which is related to the member insurer's proportionate share of the business written by all member insurers. Assessments can be partially recovered through a reduction in future premium taxes in some states.

The NAIC has adopted the Risk Management and Own Risk and Solvency Assessment Model Act ("ORSA"), which has been enacted by each of our insurance subsidiaries’ domiciliary states. ORSA requires that insurers maintain a risk management framework and conduct an internal own risk and solvency assessment of the insurer’s material risks in normal and stressed environments. The assessment must be documented in an annual summary report, a copy of which must be submitted to insurance regulators as required or upon request.

The NAIC has adopted the Corporate Governance Annual Disclosure Model Act ("CGAD"), which has been enacted by our lead state insurance regulator. CGAD requires an annual filing by an insurer or insurance group that provides a detailed narrative and sample documentation on corporate governance structure and policies and practices.

The NAIC has adopted a model law governing cybersecurity consumer protections in 2017 with enactment by states thereafter. In addition, effective March 1, 2017, the New York Department of Financial Services (the "NYDFS") has a new cybersecurity regulation which includes transitional phase-in periods up to two years. An annual Certification of Compliance involving our cybersecurity program is required to be filed with the NYDFS.

Insurance Holding Company Regulations

All U.S. jurisdictions in which our insurers conduct business, except the Virgin Islands, have enacted laws or regulations regarding the activities of insurance holding company systems, including acquisitions, the terms of surplus debentures, the terms of transactions between or involving insurance companies and their affiliates and other related matters. Various reporting and approval requirements apply to transactions between or involving insurance companies and their affiliates within an insurance holding company system, depending on the size and nature of the transactions. Generally, all transactions between an insurance company and an affiliate must be fair and reasonable. Currently, the Company and its insurance subsidiaries are registered as a holding company system pursuant to such laws and regulations in the domiciliary states of the insurance subsidiaries.

All U.S. jurisdictions in which our insurers conduct business, except the Virgin Islands, have also enacted legislation or regulations that affect the acquisition (or sale) of control of insurance companies. The nature and extent of such legislation and regulations vary from state to state. Generally, these regulations require an acquirer of control to file detailed information and the plan of acquisition, and to obtain administrative approval prior to the acquisition of control. "Control" is generally defined as the direct or indirect power to direct or cause the direction of the management and policies of a person and is rebuttably presumed to exist if a person or group of affiliated persons directly or indirectly owns or controls 10 percent or more of the voting securities of another person.

Insurance regulators may prohibit the payment of dividends or other payments by our insurance subsidiaries to parent companies if they determine that such payment could be adverse to our policyholders or contract holders. Otherwise, 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 financial statements prepared in accordance with GAAP. These regulations generally permit dividends to be paid by the insurance company if such dividends are not in excess of unassigned surplus and, for any 12-month period, are in amounts less than the greater of, or in some states, the lesser of:

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•	statutory net gain from operations or statutory net income for the prior year; or	

•	10 percent of statutory capital and surplus at the end of the preceding year.	

If an insurance company has negative earned surplus, any dividend payments require the prior approval of the director or commissioner of the applicable state insurance department.

In accordance with an order from the Florida Office of Insurance Regulation, Washington National may not distribute funds to any affiliate or shareholder, except pursuant to agreements with affiliates that have been approved, without prior notice to the Florida Office of Insurance Regulation. In addition, the RBC and other capital requirements described below can also limit, in certain circumstances, the ability of our insurance subsidiaries to pay dividends.

Insurance regulations require an annual enterprise risk report that identifies the material risks within the insurance holding company system that could pose enterprise risk to the insurer and which must be submitted to insurance regulators as required.

Long-Term Care Regulations

The NAIC has adopted model long-term care policy language providing nonforfeiture benefits and has proposed a rate stabilization standard for long-term care policies. Various bills are introduced from time to time in the U.S. Congress which propose the implementation of certain minimum consumer protection standards in all long-term care policies, including guaranteed renewability, protection against inflation and limitations on waiting periods for pre-existing conditions. Federal legislation permits premiums paid for qualified long-term care insurance to be tax-deductible medical expenses and for benefits received on such policies to be excluded from taxable income.

Our insurance subsidiaries that have long-term care business have made insurance regulatory filings seeking actuarially justified rate increases on our long-term care policies. Most of our long-term care business is guaranteed renewable, and, if necessary rate increases are not approved, we may be required to write off all or a portion of the deferred acquisition costs and the present value of future profits (collectively referred to as "insurance acquisition costs") and establish a premium deficiency reserve. If we are unable to raise our premium rates because we fail to obtain approval for actuarially justified rate increases in one or more states, our financial condition and results of operations could be adversely affected.

Capital Requirements

Using statutory statements filed with state regulators annually, the NAIC calculates certain financial ratios to assist state regulators in monitoring the financial condition of insurance companies. A "usual range" of results for each ratio is used as a benchmark. An insurance company may fall out of the usual range for one or more ratios because of specific transactions that are in themselves immaterial or eliminated at the consolidated level. Generally, an insurance company will become subject to regulatory scrutiny if it falls outside the usual ranges of four or more of the ratios, and regulators may then act, if the company has insufficient capital, to constrain the company's underwriting capacity. In the past, variances in certain ratios of our insurance subsidiaries have resulted in inquiries from insurance departments, to which we have responded. These inquiries have not led to any restrictions affecting our operations.

The NAIC's RBC requirements provide a tool for insurance regulators to determine the levels of statutory capital and surplus an insurer must maintain in relation to its insurance and investment risks and the need for possible regulatory attention. The basis of the system is a formula that applies prescribed factors to various risk elements in an insurer’s business to report a minimum capital requirement proportional to the amount of risk assumed by the insurer. The life and health insurer RBC formula is designed to measure annually: (i) the risk of loss from asset defaults and asset value fluctuations; (ii) the risk of loss from adverse mortality and morbidity experience; (iii) the risk of loss from mismatching of assets and liability cash flow due to changing interest rates; and (iv) business risks.

In addition, the RBC requirements currently provide for a trend test if a company's total adjusted capital is between 100 percent and 150 percent of its RBC at the end of the year. The trend test calculates the greater of the decrease in the margin of total adjusted capital over RBC:

•	between the current year and the prior year; and	

•	for the average of the last 3 years.	

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It assumes that such decrease could occur again in the coming year. Any company whose trended total adjusted capital is less than 95 percent of its RBC would trigger a requirement to submit a comprehensive plan to the regulatory authority proposing corrective actions aimed at improving its capital position. The 2018 statutory annual statements of each of our insurance subsidiaries reflect total adjusted capital in excess of the levels that would subject our subsidiaries to any regulatory action.

Although we are under no obligation to do so, we may elect to contribute additional capital or retain greater amounts of capital to strengthen the surplus of certain insurance subsidiaries. Any election to contribute or retain additional capital could impact the amounts our insurance subsidiaries pay as dividends to the holding company. The ability of our insurance subsidiaries to pay dividends is also impacted by various criteria established by rating agencies to maintain or receive higher ratings and by the capital levels that we target for our insurance subsidiaries.

The NAIC is working to develop a group capital measure to be utilized as an analytical tool to supplement the existing holding company analysis as opposed to a capital standard. The measure is expected to be based on the aggregation of existing regulatory capital calculations for all entities within the insurance holding company system.

Regulation of Investments

Our insurance subsidiaries are subject to state laws and regulations that require diversification of their investment portfolios and limit the amount of investments in certain investment categories, such as below-investment grade bonds, equity real estate and common stocks. Failure to comply with these laws and regulations would cause investments exceeding regulatory limitations to be treated as non-admitted assets for purposes of measuring statutory surplus, and, in some instances, would require divestiture of such non-qualifying investments. The investments made by our insurance subsidiaries complied in all material respects with such investment regulations as of December 31, 2018.

Other Federal and State Laws and Regulations

Federal and state law and regulation require financial institutions to protect the security and confidentiality of personal information, including health-related and customer information, and to notify customers and other individuals about their policies and practices relating to their collection and disclosure of health-related and customer information and their practices relating to protecting the security and confidentiality of that information. State laws regulate use and disclosure of social security numbers and federal and state laws require notice to affected individuals, law enforcement, regulators and others if there is a breach of the security of certain personal information, including social security numbers. Federal and state laws and regulations regulate the ability of financial institutions to make telemarketing calls and to send unsolicited e-mail or fax messages to consumers and customers. Federal and state lawmakers and regulatory bodies may be expected to consider additional or more detailed regulation regarding these subjects and the privacy and security of personal information. The United States Department of Health and Human Services has issued regulations under the Health Insurance Portability and Accountability Act relating to standardized electronic transaction formats, code sets and the privacy of member health information. These regulations, and any corresponding state legislation, affect our administration of health insurance.

The USA PATRIOT Act of 2001 seeks to promote cooperation among financial institutions, regulators and law enforcement entities in identifying parties that may be involved in terrorism, money laundering or other illegal activities. To the extent required by applicable laws and regulations, CNO and its insurance subsidiaries have adopted anti-money laundering ("AML") programs that include policies, procedures and controls to detect and prevent money laundering, have designated compliance officers to oversee the programs, provide for on-going employee training and ensure periodic independent testing of the programs. CNO's and the insurance subsidiaries' AML programs, to the extent required, also establish and enforce customer identification programs and provide for the monitoring and the reporting to the Department of the Treasury of certain suspicious transactions.

In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act") generally provides for enhanced federal supervision of financial institutions, including insurance companies in certain circumstances, and financial activities that represent a systemic risk to financial stability or the U.S. economy. Under the Dodd-Frank Act, a Federal Insurance Office has been established within the U.S. Treasury Department to monitor all aspects of the insurance industry and its authority will likely extend to most lines of insurance that are written by the Company, although the Federal Insurance Office is not empowered with any general regulatory authority over insurers. The director of the Federal Insurance Office serves in an advisory capacity to the newly established Financial Stability Oversight Council and will have the ability to recommend that an insurance company or an insurance holding company be subject to heightened prudential standards by the Federal Reserve, if it is determined that financial distress at the company could pose a threat to financial stability in the U.S.

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The Dodd-Frank Act also provides for the preemption of state laws when inconsistent with certain international agreements, and would streamline the state-level regulation of reinsurance and surplus lines insurance. Under certain circumstances, the FDIC can assume the role of a state insurance regulator and initiate liquidation proceedings under state law.

The asset management activities of 40|86 Advisors and our other investment advisory subsidiary are subject to various federal and state securities laws and regulations. The SEC and the Commodity Futures Trading Commission are the principal regulators of our asset management operations.

Broker-Dealer and Securities Regulation

We have a broker-dealer subsidiary that is registered under the Securities Exchange Act of 1934 and is subject to federal and state regulation, including, but not limited to, the Financial Industry Regulatory Authority ("FINRA"). Agents and employees registered or associated with our broker-dealer subsidiary are subject to the Securities Exchange Act of 1934 and to examination requirements and regulation by the SEC, FINRA and state securities commissioners. The SEC and other governmental agencies, as well as state securities commissions in the U.S., have the power to conduct administrative proceedings that can result in censure, fines, the issuance of cease-and-desist orders or suspension and termination or limitation of the activities of the regulated entity or its employees.

FEDERAL INCOME TAXATION

On December 22, 2017, President Trump signed into law the "Tax Cuts and Jobs Act" (the "Tax Reform Act") which enacted a broad range of changes to the Internal Revenue Code (the "Code") including individual and corporate reforms and numerous changes to U.S. international tax provisions. The Tax Reform Act reduced the corporate tax rate to 21 percent and made significant changes to the taxation of life insurance companies. Among other things, the Tax Reform Act modified the computation of life insurance reserves, increased the capitalization rate and extended the amortization period for policy acquisition costs, imposed limitations on the deductibility of performance-based compensation to "covered employees" and interest expense, and allowed for the expensing of certain capital expenditures. For net operating losses ("NOLs") arising after December 31, 2017, the Tax Reform Act limits the ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is prohibited. Our net deferred tax assets and liabilities were revalued at the newly enacted U.S. corporate rate, and the impact was recognized in our tax expense in 2017, the year of enactment.

Our annuity and life insurance products generally provide policyholders with an income tax advantage, as compared to other savings investments such as certificates of deposit and bonds, because taxes on the increase in value of the products are deferred until received by policyholders. With other savings investments, the increase in value is generally taxed as earned. Annuity benefits and life insurance benefits, which accrue prior to the death of the policyholder, are generally not taxable until paid. Life insurance death benefits are generally exempt from income tax. Also, benefits received on immediate annuities (other than structured settlements) are recognized as taxable income ratably, as opposed to the methods used for some other investments which tend to accelerate taxable income into earlier years. The tax advantage for annuities and life insurance is provided in the Code and is generally followed in all states and other United States taxing jurisdictions.

Congress has considered, from time to time, possible changes to the U.S. tax laws, including elimination of the tax deferral on the accretion of value of certain annuities and life insurance products. It is possible that further tax legislation will be enacted which would contain provisions with possible adverse effects on our annuity and life insurance products.

Our insurance company subsidiaries are taxed under the life insurance company provisions of the Code. Provisions in the Code require a portion of the expenses incurred in selling insurance products to be deducted over a period of years, as opposed to immediate deduction in the year incurred. This provision increases the tax for statutory accounting purposes, which reduces statutory earnings and surplus and, accordingly, decreases the amount of cash dividends that may be paid by the life insurance subsidiaries.

Our income tax expense includes deferred income taxes arising from temporary differences between the financial reporting and tax bases of assets and liabilities, capital loss carryforwards and NOLs. In evaluating our deferred tax assets, we consider whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of our deferred tax assets depends upon generating future taxable income during the periods in which our temporary differences become deductible and before our NOLs expire. In addition, the use of our NOLs is dependent, in part, on whether the Internal Revenue Service ("IRS") ultimately agrees with the tax positions we have taken in previously filed tax returns and that we plan to take in future tax returns. Accordingly, with respect to our deferred tax assets, we assess the need for a valuation allowance on an ongoing basis.

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As of December 31, 2018 , 2017 and 2016 , we have established a valuation allowance equal to the portion of the net deferred tax assets whose realization is uncertain. The determination of the amount of valuation allowance established is made by assessing the effects of limitations or issues on the value of our net deferred tax assets expected to be fully recognized in the future.

ITEM 1A.  RISK FACTORS.

CNO and its businesses are subject to a number of risks including general business and financial risk. Any or all of such risks could have a material adverse effect on the business, financial condition or results of operations of CNO. In addition, please refer to the "Cautionary Statement Regarding Forward-Looking Statements" included in "Item 7 - Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations".

Potential continuation of a low interest rate environment for an extended period of time may negatively impact our results of operations, financial position and cash flows.

In recent periods, interest rates have been at or near historically low levels. Some of our products, principally traditional whole life, universal life, fixed rate and fixed index annuity contracts, expose us to the risk that low or declining interest rates will reduce our spread (the difference between the amounts that we are required to pay under the contracts and the investment income we are able to earn on the investments supporting our obligations under the contracts). Our spread is a key component of our net income. Investment income is also an important component of the profitability of our health products, especially long-term care and supplemental health policies. In addition, interest rates impact the liability for the benefits we provide under our agent deferred compensation plan (as it is our policy to immediately recognize changes in assumptions used to determine this liability).

If interest rates were to decrease further or remain at low levels for an extended period of time, we may have to invest new cash flows or reinvest proceeds from investments that have matured or have been prepaid or sold at yields that have the effect of reducing our net investment income as well as the spread between interest earned on investments and interest credited to some of our products below present or planned levels. To the extent prepayment rates on fixed maturity investments or mortgage loans in our investment portfolio exceed our assumptions, this could increase the impact of this risk. We can lower crediting rates on certain products to offset the decrease in investment yield. However, our ability to lower these rates may be limited by: (i) contractually guaranteed minimum rates; or (ii) competition. In addition, a decrease in crediting rates may not match the timing or magnitude of changes in investment yields. Currently, the vast majority of our products with contractually guaranteed minimum rates have crediting rates set at the minimum rate. As a result, further decreases in investment yields would decrease the spread we earn and such spread could potentially become a loss.

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The following table summarizes the distribution of annuity and universal life account values, net of amounts ceded, by guaranteed interest crediting rates as of December 31, 2018 (dollars in millions):

	
													
Guaranteed	 	Fixed interest and fixed	 	Universal	 	 	
rate	 	index annuities	 	life	 	Total	
> 5.0% to 6.0%	 	$	.3		 	$	10.1		 	$	10.4		
> 4.0% to 5.0%	 	29.1		 	273.1		 	302.2		
> 3.0% to 4.0%	 	816.4		 	44.2		 	860.6		
> 2.0% to 3.0%	 	1,817.0		 	218.1		 	2,035.1		
> 1.0% to 2.0%	 	710.6		 	25.2		 	735.8		
1.0% and under	 	5,576.2		 	410.6		 	5,986.8		
 	 	$	8,949.6		 	$	981.3		 	$	9,930.9		
Weighted average	 	1.66	%	 	2.64	%	 	1.76	%	

In addition, during periods of declining or low interest rates, life and annuity products may be relatively more attractive to consumers, resulting in increased premium payments on products with flexible premium features, repayment of policy loans and increased persistency (a higher percentage of insurance policies remaining in force from year-to-year).

Our expectation of future investment income is an important consideration in determining the amortization of insurance acquisition costs and analyzing the recovery of these assets as well as determining the adequacy of our liabilities for insurance products. Expectations of lower future investment earnings may cause us to accelerate amortization, write down the balance of insurance acquisition costs or establish additional liabilities for insurance products, thereby reducing net income in the future periods.

In the fourth quarter of 2018, we completed a comprehensive review of interest rate assumptions on all of our products which were updated to reflect the projected returns on our current investment portfolio. The new money rate is the rate of return we receive on cash flows invested at a current date. If new money rates are lower than the overall weighted average return we earn from our investment portfolio, and the lower rates persist, our overall earned rates will decrease. Specifically, our current projections assume new money rates ranging from 4.65 percent to 5.67 percent for one year (unchanged from prior year) and then grade over 5 years from these levels to an ultimate new money rate ranging from 5.23 percent to 6.00 percent (previously ranged from 5.73 percent to 6.50 percent), depending on the specific product. While subject to many uncertainties, we believe our assumptions for future new money rates are reasonable.

The remaining profit margins for the life contingent payout annuities in the Colonial Penn and Washington National segments and for the long-term care blocks in run-off are extremely low. Accordingly, future unfavorable changes to our assumptions are more likely to reduce earnings in the period such changes occur.

The following hypothetical scenarios illustrate the sensitivity of changes in interest rates to our products (based on our 2018 comprehensive actuarial review):

•	The first hypothetical scenario assumes immediate and permanent reductions to current interest rate spreads on interest-sensitive products. We estimate that a pre-tax charge of approximately $52 million would occur if assumed spreads related to our interest-sensitive life and annuity products immediately and permanently decreased by 10 basis points.	

•	A second scenario assumes that new money rates remain at their current level indefinitely. We estimate that this scenario would result in a pre-tax charge of approximately $1 million related to an increase in deficiency reserves related to life contingent payout annuities and reduce future margins for all non-interest sensitive products by $95 million.	

•	The third scenario assumes current new money rates increase modestly such that our current portfolio yield remains level.  We estimate that this scenario would result in no charges, but would reduce margins for all non-interest sensitive products by $115 million.	

•	The fourth scenario assumes that new money rates decrease 200 basis points and remain at that level indefinitely. We estimate that this scenario would result in a pre-tax charge of approximately $50 million related to an increase in	

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deficiency reserves related to life contingent payout annuities and our long-term care in run-off business. For all non-interest sensitive products combined, this scenario would reduce future margins by $551 million.

The long-term care reinsurance transaction entered into in September 2018 significantly reduced our exposure to adverse experience from this business. However, the retained blocks are still vulnerable to a variety of factors including lower interest rates, higher morbidity and higher persistency. Our 2018 comprehensive actuarial review of our retained long-term care blocks (the retained blocks in the Bankers Life and Long-term care in run-off segments) reflects the reduced exposure and updates to key assumptions including morbidity, mortality, voluntary termination rates, and interest rate assumptions. Such review indicated margins increased by $10 million in 2018 to approximately $242 million, or approximately 10 percent of related insurance liabilities net of insurance intangibles (such margins in the retained Bankers Life block increased $25 million to approximately $235 million, or approximately 13 percent of related insurance liabilities net of insurance intangibles). Given the potential interest rate exposure in these blocks of business, we are separately disclosing the results of the three hypothetical scenarios summarized above for these blocks only to illustrate the sensitivity of changes in interest rates on long-term care products (based on our 2018 comprehensive actuarial review):

•	One scenario assumes that the new money rates available to invest cash flows from our retained long-term care blocks remain at their current level indefinitely. This scenario would reduce margins by approximately $25 million but would not result in a charge because margins would continue to be positive.	

•	A second scenario assumes that current new money rates available to invest cash flows from the retained long-term care blocks immediately decrease to approximately 5.49 percent and remain at that level indefinitely. This scenario would reduce margins in the block by approximately $34 million but would also not result in a charge.	

•	An additional scenario assumes that current new money rates available to invest cash flows from our long-term care blocks immediately decrease by approximately 220 basis points and remain at that level indefinitely. This scenario would result in a charge of $32 million and reduce margins in the blocks by approximately $195 million.	

Although the hypothetical revisions described in the scenarios summarized above are not currently required or anticipated, we believe similar changes could occur based on past variances in experience and our expectations of the ranges of future experience that could reasonably occur. We have assumed that revisions to assumptions resulting in such adjustments would occur equally among policy types, ages and durations within each product classification. Any actual adjustment would be dependent on the specific policies affected and, therefore, may differ from such estimates. In addition, the impact of actual adjustments would reflect the net effect of all changes in assumptions during the period.

Sustained periods of low or declining interest rates may adversely affect our results of operations, financial position and cash flows.

There are risks to our business associated with broad economic conditions.

From 2008 to 2010, the U.S. economy experienced unusually severe credit and liquidity contraction and underwent a recession. Following several years of rapid credit expansion, a contraction in mortgage lending coupled with substantial declines in home prices and rising mortgage defaults resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities and major commercial and investment banks. These write-downs, initially of mortgage-backed securities but spreading to many sectors of the related credit markets, and to related credit default swaps and other derivative securities, caused many financial institutions to seek additional capital, to merge with larger and stronger institutions, to be subsidized by the U.S. government or, in some cases, to fail. These factors, combined with declining business and consumer confidence and increased unemployment, precipitated an economic slowdown.

General factors such as the availability of credit, consumer spending, business investment, capital market conditions and inflation affect our business. For example, in an economic downturn, higher unemployment, lower family income, lower corporate earnings, lower business investment and lower consumer spending may depress the demand for life insurance, annuities and other insurance products. In addition, this type of economic environment may result in higher lapses or surrenders of policies.

Our business is exposed to the performance of the debt and equity markets. Adverse market conditions can affect the liquidity and value of our investments. The manner in which debt and equity market performance and changes in interest rates have affected, and will continue to affect, our business, financial condition, growth and profitability include, but are not limited to, the following:

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•	The value of our investment portfolio has been materially affected in the past by changes in market conditions which resulted in substantial changes in realized and/or unrealized losses. Future adverse capital market conditions could result in additional realized and/or unrealized losses.	

•	Changes in interest rates also affect our investment portfolio. In periods of increasing interest rates, life insurance policy loans, surrenders and withdrawals could increase as policyholders seek higher returns. This could require us to sell invested assets at a time when their prices may be depressed by the increase in interest rates, which could cause us to realize investment losses. Conversely, during periods of declining interest rates, we could experience increased premium payments on products with flexible premium features, repayment of policy loans and increased percentages of policies remaining inforce. We could obtain lower returns on investments made with these cash flows. In addition, prepayment rates on investments may increase so that we might have to reinvest those proceeds in lower-yielding investments. As a consequence of these factors, we could experience a decrease in the spread between the returns on our investment portfolio and amounts to be credited to policyholders and contractholders, which could adversely affect our profitability. Further, reductions in interest rates could result in an acceleration of the amortization of deferred acquisition costs and the present value of future profits and a reduction in our projected loss recognition testing margins.	

•	The attractiveness of certain of our insurance products may decrease because they are linked to the equity markets and assessments of our financial strength, resulting in lower profits. Increasing consumer concerns about the returns and features of our insurance products or our financial strength may cause existing customers to surrender policies or withdraw assets, and diminish our ability to sell policies and attract assets from new and existing customers, which would result in lower sales and fee revenues.	

Claims experience on our long-term care products could negatively impact our operations if actual experience diverges from historical patterns and our expectations.

In setting premium rates, we consider historical claims information and other factors, but we cannot predict future claims with certainty. This is particularly applicable to our long-term care insurance products, for which historical claims experience may not be indicative of future experience. Long-term care products tend to have fewer claims than other health products such as Medicare supplement products, but when claims are incurred, they tend to be much higher in dollar amount and longer in duration. Also, long-term care claims are incurred much later in the life of the policy than most other supplemental health products. As a result of these traits, it is difficult to appropriately price this product. For our long-term care insurance, actual persistency in later policy durations that is higher than our persistency assumptions could have a negative impact on profitability. If these policies remain inforce longer than we assumed, then we could be required to make greater benefit payments than anticipated when the products were priced. Mortality is a critical factor influencing the length of time a claimant receives long-term care benefits. Mortality continues to improve for the general population. Improvements in actual mortality compared to our pricing assumptions have adversely affected the profitability of long-term care products and if such trends continue, further losses may be realized.

Our Bankers Life segment has offered long-term care insurance since 1985. In recent years, the claims experience and persistency on the long-term care block in the Long-term care in run-off segment and a portion of the Bankers Life long-term care block have generally been higher than our pricing expectations which has resulted in higher benefit ratios and adversely affected our profitability. While we have received regulatory approvals for numerous premium rate increases in recent years pertaining to these blocks, there can be no assurance that future requests will be approved. Even with the rate increases that have been approved, these blocks experienced benefit ratios well in excess of 100 percent. For example, for 2018 , 2017 and 2016 , the annual benefit ratios in the Bankers Life segment ranged from 113.9 percent to 119.0 percent and the annual benefit ratios on the long-term care block in the Long-term care in run-off segment ranged from 163.6 percent to 182.8 percent.

The results of operations of our insurance business will decline if our premium rates are not adequate or if we are unable to increase rates.

We set the premium rates on our health insurance policies based on facts and circumstances known at the time we issue the policies and on assumptions about numerous variables, including the actuarial probability of a policyholder incurring a claim, the probable size of the claim, maintenance costs to administer the policies and the interest rate earned on our investment of premiums. In setting premium rates, we consider historical claims information, industry statistics, the rates of our competitors and other factors, but we cannot predict with certainty the future actual claims on our products. If our actual claims

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experience proves to be less favorable than we assumed and we are unable to raise our premium rates to the extent necessary to offset the unfavorable claims experience, our financial results will be adversely affected.

We review the adequacy of our premium rates regularly and file proposed rate increases on our health insurance products when we believe existing premium rates are too low. It is possible that we will not be able to obtain approval for premium rate increases from currently pending or future requests. If we are unable to raise our premium rates because we fail to obtain approval in one or more states, our financial results will be adversely affected. Moreover, in some instances, our ability to exit unprofitable lines of business is limited by the guaranteed renewal feature of most of our insurance policies. Due to this feature, we cannot exit such lines of business without regulatory approval, and accordingly, we may be required to continue to service those products at a loss for an extended period of time.

If we are successful in obtaining regulatory approval to raise premium rates, the increased premium rates may reduce the volume of our new sales and cause existing policyholders to allow their policies to lapse. This could result in a significantly higher ratio of claim costs to premiums if healthier policyholders allow their policies to lapse, while policies of less healthy policyholders continue inforce. This would reduce our premium income and profitability in future periods.

Our Medicare supplement health policies allow us to increase premium rates when warranted by our actual claims experience. These rate increases must be approved by the applicable state insurance departments, and we are required to submit actuarial claims data to support the need for such rate increases. The re-rate application and approval process on Medicare supplement health products is a normal recurring part of our business operations and reasonable rate increases are typically approved by the state departments as long as they are supported by actual claims experience and are not unusually large in either dollar amount or percentage increase. For policy types on which rate increases are a normal recurring event, our estimates of insurance liabilities assume we will be able to raise rates if experience on the blocks warrants such increases in the future.

As a result of higher persistency and resultant higher claims in our long-term care block in the Bankers Life segment than assumed in the original pricing, our premium rates were too low. Accordingly, we have been seeking approval from regulatory authorities for rate increases on portions of this business. Many of the rate increases have been approved by regulators and implemented, but it has become increasingly difficult to receive regulatory approval for the premium rate increases we have sought. If we are unable to obtain pending or future rate increases, the profitability of these policies and the performance of this block of business will be adversely affected. Most of our long-term care business is guaranteed renewable, and, if necessary rate increases are not approved, we would be required to recognize a loss and establish a premium deficiency reserve.

In some cases, we offer long-term care policyholders the opportunity to reduce their coverage amounts or accept non-forfeiture benefits as alternatives to increasing their premium rates. The financial impact of these alternatives could also result in policyholder anti-selection, meaning that policyholders who are less likely to incur claims may reduce their benefits, while policyholders who are more likely to incur claims may maintain full coverage and accept their rate increase.

Our reserves for future insurance policy benefits and claims may prove to be inadequate, requiring us to increase liabilities which results in reduced net income and shareholders' equity.

Liabilities for insurance products are calculated using management's best judgments, based on our past experience and standard actuarial tables of mortality, morbidity, lapse rates, investment experience and expense levels. For our health insurance business, we establish an active life reserve; a liability for due and unpaid claims, claims in the course of settlement and incurred but not reported claims; and a reserve for the present value of amounts on incurred claims not yet due. We establish reserves based on assumptions and estimates of factors either established at the Effective Date for business inforce or considered when we set premium rates for business written after that date.

Many factors can affect these reserves and liabilities, such as economic and social conditions, inflation, hospital and pharmaceutical costs, changes in life expectancy, regulatory actions, changes in doctrines of legal liability and extra-contractual damage awards. Therefore, the reserves and liabilities we establish are necessarily based on estimates, assumptions, industry data and prior years' statistics. It is possible that actual claims will materially exceed our reserves and have a material adverse effect on our results of operations and financial condition. We have incurred significant losses beyond our estimates as a result of actual claim costs and persistency of our long-term care business included in our Bankers Life and Long-term care in run-off segments. The insurance policy benefits incurred for our long-term care products in our Bankers Life segment were $304.3 million , $302.4 million and $298.7 million in 2018 , 2017 and 2016 , respectively. The benefit ratios for our long-term care products in our Bankers Life segment were 119.0 percent , 116.2 percent and 113.9 percent in 2018 , 2017 and 2016 ,

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respectively. The insurance policy benefits incurred for our long-term care products in our Long-term care in run-off segment were $271.3 million , $344.2 million and $355.0 million in 2018 , 2017 and 2016 , respectively. The benefit ratios for our long-term care products in our Long-term care in run-off segment were 182.8 percent , 163.6 percent and 166.1 percent in 2018 , 2017 and 2016 , respectively. Our financial performance depends significantly upon the extent to which our actual claims experience and future expenses are consistent with the assumptions we used in setting our reserves. If our future claims are higher than our assumptions, and our reserves prove to be insufficient to cover our actual losses and expenses, we would be required to increase our liabilities, and our financial results could be adversely affected.

We may be required to accelerate the amortization of deferred acquisition costs or the present value of future profits or establish premium deficiency reserves.

Deferred acquisition costs represent incremental direct costs related to the successful acquisition of new or renewal insurance contracts. The present value of future profits represents the value assigned to the right to receive future cash flows from contracts existing at the Effective Date. The balances of these accounts are amortized over the expected lives of the underlying insurance contracts. On an ongoing basis, we test these accounts recorded on our balance sheet to determine if these amounts are recoverable under current assumptions. In addition, we regularly review the estimates and assumptions underlying these accounts for those products for which we amortize deferred acquisition costs or the present value of future profits in proportion to gross profits or gross margins. If facts and circumstances change, these tests and reviews could lead to reduction in the balance of those accounts, and the establishment of a premium deficiency reserve. Such results could have an adverse effect on the results of our operations and our financial condition. See "Item 7 Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations, Critical Accounting Policies, Present Value of Future Profits and Deferred Acquisition Costs."

Our operating results may suffer if policyholder surrender levels differ significantly from our assumptions.

Surrenders of our annuities and life insurance products can result in losses and decreased revenues if surrender levels differ significantly from assumed levels. At December 31, 2018 , approximately 22 percent of our total insurance liabilities, or approximately $5.2 billion , could be surrendered by the policyholder without penalty. The surrender charges that are imposed on our fixed rate annuities typically decline during a penalty period, which ranges from five to twelve years after the date the policy is issued. Surrender charges are eliminated after the penalty period. Surrenders and redemptions could require us to dispose of assets earlier than we had planned, possibly at a loss. Moreover, surrenders and redemptions require faster amortization of either the acquisition costs or the commissions associated with the original sale of a product, thus reducing our net income. We believe policyholders are generally more likely to surrender their policies if they believe the issuer is having financial difficulties, or if they are able to reinvest the policy's value at a higher rate of return in an alternative insurance or investment product.

Changing interest rates may adversely affect our results of operations.

Our profitability is affected by fluctuating interest rates. While we monitor the interest rate environment and employ asset/liability and hedging strategies to mitigate such impact, our financial results could be adversely affected by changes in interest rates. Our spread-based insurance and annuity business is subject to several inherent risks arising from movements in interest rates. First, interest rate changes can cause compression of our net spread between interest earned on investments and interest credited to customer deposits. Our ability to adjust for such a compression is limited by the guaranteed minimum rates that we must credit to policyholders on certain products, as well as the terms on most of our other products that limit reductions in the crediting rates to pre-established intervals. As of December 31, 2018 , the vast majority of our products with contractual guaranteed minimum rates had crediting rates set at the minimum. In addition, approximately 19 percent of our insurance liabilities were subject to interest rates that may be reset annually; 51 percent had a fixed explicit interest rate for the duration of the contract; 28 percent had credited rates that approximate the income we earn; and the remainder had no explicit interest rates. Second, if interest rate changes produce an unanticipated increase in surrenders of our spread-based products, we may be forced to sell invested assets at a loss in order to fund such surrenders. Third, the profits from many non-spread-based insurance products, such as long-term care policies, can be adversely affected when interest rates decline because we may be unable to reinvest the cash from premiums received at the interest rates anticipated when we sold the policies. Finally, changes in interest rates can have significant effects on the fair value and performance of our investments in general such as the timing of cash flows on many structured securities due to changes in the prepayment rate of the loans underlying such securities.

We employ asset/liability strategies that are designed to mitigate the effects of interest rate changes on our profitability but do not currently extensively employ derivative instruments for this purpose. We may not be successful in implementing these strategies and sustaining adequate investment spreads.

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We simulate our cash flows expected from existing business under various interest rate scenarios. With such estimates, we actively manage the relationship between the duration of our assets and the expected duration of our liabilities. When the estimated durations of assets and liabilities are similar, the effect of changes in market interest rates shall have largely offsetting effects on the value of the related assets and liabilities. At December 31, 2018 , the estimated durations of our fixed income securities (as modified to reflect estimated prepayments and call premiums) and insurance liabilities were approximately 8.6 years and 8.4 years , respectively. We estimate that our fixed maturity securities and short-term investments, net of corresponding changes in insurance acquisition costs, would decline in fair value by approximately $345 million if interest rates were to increase by 10 percent from rates as of December 31, 2018 . Our simulations incorporate numerous assumptions, require significant estimates and assume an immediate change in interest rates without any management reaction to such change. Consequently, potential changes in the values of our financial instruments indicated by the simulations will likely be different from the actual changes experienced under given interest rate scenarios, and the differences may be material. Because we actively manage our investments and liabilities, our net exposure to interest rates can vary over time.

Additionally, on July 27, 2017, the United Kingdom's ("U.K.") Financial Conduct Authority announced that it will no longer persuade or compel banks to submit rates for the calculation of the LIBOR rates after 2021, which is expected to result in these widely used reference rates no longer being available. At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be enacted in the U.K. or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may adversely affect the trading market for LIBOR-based securities, including those held in our investment portfolio. Also, some of our liabilities reference LIBOR including our revolving credit agreement, borrowings from the Federal Home Loan Bank ("FHLB") and borrowings related to VIEs.

General market conditions affect investments and investment income.

The performance of our investment portfolio depends in part upon the level of and changes in interest rates, risk spreads, real estate values, market volatility, the performance of the economy in general, the performance of the specific obligors included in our portfolio and other factors that are beyond our control. Changes in these factors can affect our net investment income in any period, and such changes can be substantial.

Financial market conditions can also affect our realized and unrealized investment gains (losses). During periods of rising interest rates, the fair values of our investments will typically decline. Conversely, during periods of falling interest rates, the fair values of our investments will typically rise.

We use derivatives in an effort to hedge higher potential returns to our fixed index annuity policyholders based on the increase in the value of a particular index. For derivative positions we hold that are in-the-money, we are exposed to credit risk in the event of default of our counterparty.

In addition, our investment borrowings from the FHLB are secured by collateral, the fair value of which can be significantly impacted by general market conditions. If the fair value of pledged collateral falls below specific levels, we would be required to pledge additional eligible collateral or repay all or a portion of the investment borrowings.

We face risk with respect to our reinsurance agreements.

We transfer exposure to certain risks to others through reinsurance arrangements. Under these arrangements, other insurers assume a portion of our losses and expenses associated with reported and unreported claims in exchange for a portion of policy premiums. The availability, amount and cost of reinsurance depend on general market conditions and may vary significantly. As of December 31, 2018 , our reinsurance receivables and ceded life insurance inforce totaled $4.9 billion and $3.3 billion , respectively. Our six largest reinsurers accounted for 94 percent of our ceded life insurance inforce. We face credit risk with respect to reinsurance. When we obtain reinsurance, we are still liable for those transferred risks even if the reinsurer defaults on its obligations. The failure, insolvency, inability or unwillingness of one or more of the Company's reinsurers to perform in accordance with the terms of its reinsurance agreement could negatively impact our earnings or financial position.

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Our investment portfolio is subject to several risks that may diminish the value of our invested assets and negatively impact our profitability, our financial condition and our liquidity.

The value of our investment portfolio is subject to numerous factors, which may be difficult to predict, and are often beyond our control. These factors include, but are not limited to, the following:

•	changes in interest rates and credit spreads, which can reduce the value of our investments as further discussed in the risk factor entitled "Changing interest rates may adversely affect our results of operations";	

•	changes in patterns of relative liquidity in the capital markets for various asset classes;	

•	changes in the perceived or actual ability of issuers to make timely repayments, which can reduce the value of our investments. This risk is significantly greater with respect to below-investment grade securities, which comprised 12 percent of the cost basis of our available for sale fixed maturity investments as of December 31, 2018 ; and	

•	changes in the estimated timing of receipt of cash flows. For example, our structured securities, which comprised 28 percent of our available for sale fixed maturity investments at December 31, 2018 , are subject to variable prepayment on the assets underlying such securities, such as mortgage loans. When asset-backed securities, collateralized debt obligations, commercial mortgage-backed securities, mortgage pass-through securities and collateralized mortgage obligations (collectively referred to as "structured securities") prepay faster than expected, investment income may be adversely affected due to the acceleration of the amortization of purchase premiums or the inability to reinvest at comparable yields in lower interest rate environments.	

We have recorded writedowns of fixed maturity investments, equity securities and other invested assets as a result of conditions which caused us to conclude a decline in the fair value of the investment was other than temporary as follows: $2.6 million in 2018 ; $22.8 million in 2017 ; and $32.3 million in 2016 ( $35.9 million , prior to the $3.6 million of impairment losses recognized through accumulated other comprehensive income). Our investment portfolio is subject to the risks of further declines in realizable value. However, we attempt to mitigate this risk through the diversification and active management of our portfolio.

In the event of substantial product surrenders or policy claims, we may be required to sell assets at a loss, thereby eroding the performance of our portfolio.

Because a substantial portion of our operating results are derived from returns on our investment portfolio, significant losses in the portfolio may have a direct and materially adverse impact on our results of operations. In addition, losses on our investment portfolio could reduce the investment returns that we are able to credit to our customers of certain products, thereby impacting our sales and eroding our financial performance. Investment losses may also reduce the capital of our insurance subsidiaries, which may cause us to make additional capital contributions to those subsidiaries or may limit the ability of the insurance subsidiaries to make dividend payments to CNO.

Deteriorating financial performance of securities collateralized by mortgage loans and commercial mortgage loans may lead to writedowns, which could have a material adverse effect on our results of operations and financial condition.

Changes in mortgage delinquency or recovery rates, declining real estate prices, challenges to the validity of foreclosures and the quality of service provided by service providers on securities in our portfolios could impact the value of our investments and such changes, if material, could lead us to determine that writedowns are appropriate.

The determination of the amount of realized investment losses recorded as impairments of our investments is highly subjective and could have a material adverse effect on our operating results and financial condition.

The determination of realized investment losses recorded as impairments is based upon our ongoing evaluation and assessment of known risks. We consider a wide range of factors about the investment and use our best judgment in evaluating the cause of a decline in estimated fair value and in assessing prospects for recovery. Inherent in our evaluation are assumptions and estimates about the operations of the issuer and its future earnings potential. Such evaluations and assessments are revised as conditions change and new information becomes available. We update our evaluations regularly and reflect losses from impairments in operating results as such evaluations are revised. Our assessment of whether unrealized losses are other-than-temporary impairments requires significant judgment and future events may occur, or additional

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information may become available, which may necessitate changes in our ongoing assessments which may impact the level of future impairments of securities in our portfolio. Historical trends may not be indicative of future other-than-temporary impairments.

The determination of fair value of our fixed maturity securities results in unrealized investment gains and losses and is, in some cases, highly subjective and could materially impact our operating results and financial condition.

In determining fair value, we generally utilize market transaction data for the same or similar instruments. The degree of management judgment involved in determining fair values is inversely related to the availability of market observable information. Since significant observable market inputs are not available for certain securities, it may be difficult to value them. The fair value of financial assets and financial liabilities may differ from the amount actually received to sell an asset or the amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. Moreover, the use of different valuation assumptions may have a material effect on the fair values of the financial assets and financial liabilities. As of December 31, 2018 and 2017 , our total unrealized net investment gains before adjustments for insurance intangibles and deferred income taxes were $.3 billion and $2.2 billion , respectively.

Concentration of our investment portfolio in any particular sector of the economy or type of asset may have an adverse effect on our financial position or results of operations.

The concentration of our investment portfolio in any particular industry, group of related industries, asset classes (such as residential mortgage-backed securities and other asset-backed securities), or geographic area could have an adverse effect on our results of operations and financial position. While we seek to mitigate this risk by having a broadly diversified portfolio, events or developments that have a negative impact on any particular industry, group of related industries or geographic area may have an adverse effect on the investment portfolio.

Our business is subject to extensive regulation, which limits our operating flexibility and could result in our insurance subsidiaries being placed under regulatory control or otherwise negatively impact our financial results.

Our insurance business is subject to extensive regulation and supervision in the jurisdictions in which we operate. See "Business of CNO - Governmental Regulation." Our insurance subsidiaries are subject to state insurance laws that establish supervisory agencies. The regulations issued by state insurance agencies can be complex and subject to differing interpretations. If a state insurance regulatory agency determines that one of our insurance company subsidiaries is not in compliance with applicable regulations, the subsidiary is subject to various potential administrative remedies including, without limitation, monetary penalties, restrictions on the subsidiary's ability to do business in that state and a return of a portion of policyholder premiums. In addition, regulatory action or investigations could cause us to suffer significant reputational harm, which could have an adverse effect on our business, financial condition and results of operations.

Our insurance subsidiaries are required to comply with statutory accounting principles ("SAP"). SAP (including principles that impact the calculation of RBC and our insurance liabilities) are subject to continued review by the NAIC in an effort to address emerging issues and improve financial reporting. Various proposals are currently being considered by the NAIC, some of which, if enacted, would negatively impact our insurance subsidiaries.

Our insurance subsidiaries are also subject to RBC requirements. These requirements were designed to evaluate the adequacy of statutory capital and surplus in relation to investment and insurance risks associated with asset quality, mortality and morbidity, asset and liability matching and other business factors. The requirements are used by states as an early warning tool to discover companies that may be weakly-capitalized for the purpose of initiating regulatory action. Generally, if an insurer's RBC ratio falls below specified levels, the insurer is subject to different degrees of regulatory action depending upon the magnitude of the deficiency. The 2018 statutory annual statements of each of our insurance subsidiaries reflect RBC ratios in excess of the levels that would subject our insurance subsidiaries to any regulatory action.

In addition to the RBC requirements, certain states have established minimum capital requirements for insurance companies licensed to do business in their state. These regulators have the discretionary authority, in connection with the continual licensing of the Company's insurance subsidiaries, to limit or prohibit writing new business within its jurisdiction when, in the state's judgment, the insurance subsidiary is not maintaining adequate statutory surplus or capital or that the insurance subsidiary's further transaction of business would be hazardous to policyholders. The state insurance department rules provide several standards for the regulators to use in identifying companies which may be deemed to be in hazardous financial condition. One of the standards defines hazardous conditions as existing if an insurer's operating loss in the last twelve months or any shorter period of time, (including, but not limited to: (A) net capital gain or loss; (B) change in nonadmitted

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assets; and (C) cash dividends paid to shareholders), is greater than fifty percent of the insurer's remaining surplus. All of our insurance subsidiaries currently exceed these standards, if applicable.

Our broker-dealer and investment advisor subsidiaries are subject to regulation and supervision by the SEC, FINRA and certain state regulatory bodies. The SEC, FINRA and other governmental agencies, as well as state securities commissions, may examine or investigate the activities of broker-dealers and investment advisors. These examinations or investigations often focus on the activities of the registered representatives and registered investment advisors doing business through such entities and the entities' supervision of those persons. It is possible that any examination or investigation could lead to enforcement action by the regulator and/or may result in payments of fines and penalties, payments to customers, or both, as well as changes in systems or procedures of such entities, any of which could have a material adverse effect on the Company's financial condition or results of operations.

Furthermore, the SEC is reviewing the standard of conduct applicable to broker-dealers and investment advisors when those entities provide personalized investment advice about securities to retail customers. FINRA has also issued a report addressing how its member firms might identify and address conflicts of interest including conflicts related to the introduction of new products and services and the compensation of the member firms' associated persons. These regulatory initiatives could have an impact on Company operations and the manner in which broker-dealers and investment advisors distribute the Company's products.

Volatility in the securities markets, and other economic factors, may adversely affect our business, particularly our sales of certain life insurance products and annuities.

Fluctuations in the securities markets and other economic factors may adversely affect sales and/or policy surrenders of our annuities and life insurance policies. For example, volatility in the equity markets may deter potential purchasers from investing in fixed index annuities and may cause current policyholders to surrender their policies for the cash value or to reduce their investments. In addition, significant or unusual volatility in the general level of interest rates could negatively impact sales and/or lapse rates on certain types of insurance products.

Litigation and regulatory investigations are inherent in our business, may harm our financial condition and reputation, and may negatively impact our financial results.

Insurance companies historically have been subject to substantial litigation. In addition to the traditional policy claims associated with their businesses, insurance companies like ours face class action suits and derivative suits from policyholders and/or shareholders. We also face significant risks related to regulatory investigations and proceedings. The litigation and regulatory matters we are, have been, or may become, subject to include matters related to the classification of our career agents as independent contractors, sales, marketing and underwriting practices, payment of contingent or other sales commissions, claim payments and procedures, product design, product disclosure, administration, additional premium charges for premiums paid on a periodic basis, calculation of cost of insurance charges, changes to certain non-guaranteed policy features, denial or delay of benefits, charging excessive or impermissible fees on products, procedures related to canceling policies and recommending unsuitable products to customers. Certain of our insurance policies allow or require us to make changes based on experience to certain non-guaranteed elements ("NGEs") such as cost of insurance charges, expense loads, credited interest rates and policyholder bonuses. We intend to make changes to certain NGEs in the future. In some instances in the past, such action has resulted in litigation and similar litigation may arise in the future. Our exposure (including the potential adverse financial consequences of delays or decisions not to pursue changes to certain NGEs), if any, arising from any such action cannot presently be determined. Our pending legal and regulatory proceedings include matters that are specific to us, as well as matters faced by other insurance companies. State insurance departments have focused and continue to focus on sales, marketing and claims payment practices and product issues in their market conduct examinations. Negotiated settlements of class action and other lawsuits have had a material adverse effect on the business, financial condition and results of operations of CNO and our insurance subsidiaries.

We are, in the ordinary course of our business, a plaintiff or defendant in actions arising out of our insurance business, including class actions and reinsurance disputes, and, from time to time, we are also involved in various governmental and administrative proceedings and investigations and inquiries such as information requests, subpoenas and books and record examinations, from state, federal and other authorities. Recently, we and other insurance companies have been the subject of regulatory examinations regarding compliance with state unclaimed property laws. Such examinations have included inquiries related to the use of data available on the U.S. Social Security Administration's Death Master File to identify instances where benefits under life insurance policies, annuities and retained asset accounts are payable. It is possible that such examination or other regulatory inquiries may result in payments to beneficiaries, escheatment of funds deemed abandoned under state laws

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and changes to procedures for the identification and escheatment of abandoned property. See the note to the consolidated financial statements entitled "Litigation and Other Legal Proceedings." The ultimate outcome of these lawsuits, regulatory proceedings and investigations 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 could have a material adverse effect on our business, financial condition, results of operations or cash flows. We could also suffer significant reputational harm as a result of such litigation, regulatory proceedings or investigations, including harm flowing from actual or threatened revocation of licenses to do business, regulator actions to assert supervision or control over our business, and other sanctions which could have a material adverse effect on our business, financial condition, results of operations or cash flows.

Managing operational risks may not be effective in mitigating risk and loss to us.

We are subject to operational risks including, among other things, fraud, errors, failure to document transactions properly or to obtain proper internal authorization, failure to comply with regulatory requirements or obligations under our agreements, information technology failures including cyber security attacks and failure of our service providers (such as investment custodians and information technology and policyholder service providers) to comply with our services agreements. The associates and agents who conduct our business, including executive officers and other members of management, sales managers, investment professionals, product managers, sales agents and other associates, do so in part by making decisions and choices that involve exposing us to risk. These include decisions involving numerous business activities such as setting underwriting guidelines, product design and pricing, investment purchases and sales, reserve setting, claim processing, policy administration and servicing, financial and tax reporting and other activities, many of which are very complex.

We seek to monitor and control our exposure to risks arising out of these activities through a risk control framework encompassing a variety of reporting systems, internal controls, management review processes and other mechanisms. However, these processes and procedures may not effectively control all known risks or effectively identify unforeseen risks. Management of operational risks can fail for a number of reasons including design failure, systems failure, cyber security attacks, human error or unlawful activities. If our controls are not effective or properly implemented, we could suffer financial or other loss, disruption of our business, regulatory sanctions or damage to our reputation. Losses resulting from these failures may have a material adverse effect on our financial position or results of operations.

The occurrence of natural or man-made disasters or a pandemic could adversely affect our financial condition and results of operations.

We are exposed to various risks arising out of natural disasters, including earthquakes, hurricanes, floods and tornadoes, and man-made disasters, including acts of terrorism and military actions and pandemics. For example, a natural or man-made disaster or a pandemic could lead to unexpected changes in persistency rates as policyholders and contractholders who are affected by the disaster may be unable to meet their contractual obligations, such as payment of premiums on our insurance policies and deposits into our investment products. In addition, such a disaster or pandemic could also significantly increase our mortality and morbidity experience above the assumptions we used in pricing our products. The continued threat of terrorism and ongoing military actions may cause significant volatility in global financial markets, and a natural or man-made disaster or a pandemic could trigger an economic downturn in the areas directly or indirectly affected by the disaster or pandemic. These consequences could, among other things, result in a decline in business and increased claims from those areas. Disasters or a pandemic also could disrupt public and private infrastructure, including communications and financial services, which could disrupt our normal business operations.

A natural or man-made disaster or a pandemic could also disrupt the operations of our counterparties or result in increased prices for the products and services they provide to us. For example, a natural or man-made disaster or a pandemic could lead to increased reinsurance prices and potentially cause us to retain more risk than we otherwise would retain if we were able to obtain reinsurance at lower prices. In addition, a disaster or a pandemic could adversely affect the value of the assets in our investment portfolio if it affects companies' ability to pay principal or interest on their securities.

Interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems, could harm our business.

We depend heavily on our telecommunication, information technology and other operational systems and on the integrity and timeliness of data we use to run our businesses and service our customers. These systems may fail to operate properly or become disabled as a result of events or circumstances which may be wholly or partly beyond our control. Further, we face the risk of operational and technology failures by others, including financial intermediaries, vendors and parties that provide services to us. If these parties do not perform as anticipated, we may experience operational difficulties, increased costs and

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other adverse effects on our business. Despite our implementation of a variety of security measures, our information technology and other systems have been and may continue to be subject to attacks and unauthorized access, such as physical or electronic break-ins, unauthorized tampering or other security breaches, which could in turn compromise the security, confidentiality or privacy of sensitive data, including personal financial and health information relating to customers. There can be no assurance that a future breach will not occur or, if any does occur, that it can be promptly detected and sufficiently remediated without materially impacting our business or our operations. 

Interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems, whether due to actions by us or others, could delay or disrupt our ability to do business and service our customers, harm our reputation, subject us to litigation, regulatory sanctions and other claims, require us to incur significant expenses, lead to a loss of customers and revenues and otherwise adversely affect our business. Depending on the nature of the information compromised, in the event of a data breach or other unauthorized access to our customer data, we may also have obligations to notify customers about the incident and we may need to provide some form of remedy, such as a subscription to a credit monitoring service, for the individuals affected by the incident. A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal data. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another. Complying with these obligations could cause us to incur substantial costs (including fines) and could increase negative publicity surrounding any incident that compromises customer data. While we maintain insurance coverage that, subject to policy terms and conditions and a self-insured retention, is designed to address certain aspects of cyber risks, such insurance coverage may be insufficient to cover all losses or all types of claims that may arise in the continually evolving area of cyber risk.

Third parties to whom we outsource certain of our functions are also subject to the risks outlined above, and failures in their systems could adversely affect our business.

Our business could be interrupted or compromised if we experience difficulties arising from outsourcing relationships.

We outsource certain information technology and policy administration operations to third-party service providers. If we fail to maintain an effective outsourcing strategy or if third-party providers do not perform as contracted, we may experience operational difficulties, increased costs and a loss of business that could have a material adverse effect on our results of operations. In the event that one or more of our third-party service providers becomes unable to continue to provide services, we may suffer financial loss and other negative consequences.

We have substantial indebtedness which may restrict our ability to take advantage of business, strategic or financing opportunities.

As of December 31, 2018 , we had an aggregate principal amount of indebtedness of $925.0 million . Our indebtedness will require approximately $145 million in cash to service in 2019 (based on the principal amounts outstanding and applicable interest rates as of December 31, 2018 ). Our substantial indebtedness and the obligations under our debt agreements may restrict our ability to take advantage of business, strategic or financing opportunities.

In conjunction with the refinancing of its existing debt in 2015, the Company entered into a $150.0 million four-year unsecured revolving credit agreement on May 19, 2015, and made an initial drawing of $100.0 million , resulting in $50.0 million available for additional borrowings. On October 13, 2017, the Company entered into an amendment and restatement agreement (the "Amendment Agreement") with respect to its revolving credit agreement (as amended by the Amendment Agreement, the "Revolving Credit Agreement"). The Amendment Agreement, among other things, increased the total commitments available under the revolving credit facility from $150.0 million to $250.0 million , increased the aggregate amount of additional incremental loans the Company may incur from $50.0 million to $100.0 million and extended the maturity date of the revolving credit facility from May 19, 2019 to the earlier of October 13, 2022 and the date that is six months prior to the maturity date of the 4.500% Senior Notes due 2020 (the "2020 Notes"), which is November 30, 2019. The amount drawn under the Revolving Credit Agreement continues to be $100.0 million . On May 19, 2015, the Company also issued $325.0 million aggregate principal amount of the 2020 Notes and $500.0 million aggregate principal amount of 5.250% Senior Notes due 2025 (together with the 2020 Notes, the "Notes"). The Revolving Credit Agreement contains various restrictive covenants and required financial ratios that we are required to meet or maintain and that will limit our operating flexibility. If we default under any of these covenants, the lenders could declare the outstanding principal amount of the loan, accrued and unpaid interest and all other amounts owing or payable thereunder to be immediately due and payable, which would have material

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adverse consequences to us. In such event, the holders of the Notes could elect to take similar action with respect to those debts. If that were to occur, we would not have sufficient liquidity to repay our indebtedness.

If we fail to pay interest or principal on our other indebtedness, including the Notes, we will be in default under the indenture governing such indebtedness, which could also lead to a default under agreements governing our existing and future indebtedness, including under the Revolving Credit Agreement. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we likely would not have sufficient funds to repay our indebtedness. Absent sufficient liquidity to repay our indebtedness, our management or our independent registered public accounting firm may conclude that there is substantial doubt regarding our ability to continue as a going concern.

The Revolving Credit Agreement and the Indenture for the Notes contain various restrictive covenants and required financial ratios that limit our operating flexibility. The violation of one or more loan covenant requirements will entitle our lenders to declare all outstanding amounts under the Revolving Credit Agreement and the Notes to be due and payable.

Pursuant to the Revolving Credit Agreement, we agreed to a number of covenants and other provisions that restrict the Company's ability to borrow money and pursue some operating activities without the prior consent of the lenders. We also agreed to meet or maintain various financial ratios and balances. Our ability to meet these financial tests may be affected by events beyond our control. There are several conditions or circumstances that could lead to an event of default under the Revolving Credit Agreement, as described below.

The Revolving Credit Agreement contains certain financial, affirmative and negative covenants. The negative covenants in the Revolving Credit Agreement include restrictions that relate to, among other things and subject to customary baskets, exceptions and limitations for facilities of this type:

•	subsidiary debt;	
		
•	liens;	
		
•	restrictive agreements;	
		
•	restricted payments during the continuance of an event of default;	
		
•	disposition of assets and sale and leaseback transactions;	
		
•	transactions with affiliates;	
		
•	change in business;	
		
•	fundamental changes;	
		
•	modification of certain agreements; and	
		
•	changes to fiscal year.	

The Revolving Credit Agreement requires the Company to maintain (each as calculated in accordance with the Revolving Credit Agreement): (i) a debt to total capitalization ratio of not more than 35.0 percent ( 30.0 percent prior to the Amendment Agreement) (such ratio was 22.5 percent at December 31, 2018 ); (ii) an aggregate ratio of total adjusted capital to company action level risk-based capital for the Company's insurance subsidiaries of not less than 250 percent (such ratio was estimated to be 393 percent at December 31, 2018 ); and (iii) a minimum consolidated net worth of not less than the sum of (x) $2,674 million plus (y) 50.0% of the net equity proceeds received by the Company from the issuance and sale of equity interests in the Company (the Company's consolidated net worth was $3,193.2 million at December 31, 2018 compared to the minimum requirement of $2,687.4 million ).

The Revolving Credit Agreement provides for customary events of default (subject in certain cases to customary grace and cure periods), which include, without limitation, the following:

•	non-payment;	
		
•	breach of representations, warranties or covenants;	
		
•	cross-default and cross-acceleration;	
		
•	bankruptcy and insolvency events;	
		
•	judgment defaults;	
		
•	actual or asserted invalidity of documentation with respect to the Revolving Credit Agreement;	
		
•	change of control; and	
		
•	customary ERISA defaults.	

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If an event of default under the Revolving Credit Agreement occurs and is continuing, KeyBank National Association (as the administrative agent) may accelerate the amounts and terminate all commitments outstanding under the Revolving Credit Agreement.

These covenants place significant restrictions on the manner in which we may operate our business and our ability to meet these financial covenants may be affected by events beyond our control. If we default under any of these covenants, the lenders could declare the outstanding principal amount of the loan, accrued and unpaid interest and all other amounts owing and payable thereunder to be immediately due and payable, which would have material adverse consequences to us. If the lenders under the Revolving Credit Agreement elect to accelerate the amounts due, the holders of the Notes could elect to take similar action with respect to those debts. If that were to occur, we would not have sufficient liquidity to repay our indebtedness.

The Indenture contains covenants that restrict the Company’s ability, with certain exceptions, to:

•	incur certain subsidiary indebtedness without also guaranteeing the Notes;	
		
•	create liens;	
		
•	enter into sale and leaseback transactions;	
		
•	issue, sell, transfer or otherwise dispose of any shares of capital stock of any Insurance Subsidiary (as defined in the Indenture); and	
		
•	consolidate or merge with or into other companies or transfer all or substantially all of the Company’s assets.	

The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, failure to pay at maturity or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, Wilmington Trust, National Association or holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued but unpaid interest, including any additional interest, on all of the Notes to be due and payable.

Our current credit ratings may adversely affect our ability to access capital and the cost of such capital, which could have a material adverse effect on our financial condition and results of operations.
 
Our issuer credit and senior unsecured debt rating from all but one of the major rating agencies is below investment grade. If we were to require additional capital, either to refinance our existing indebtedness or for any other reason, our current senior unsecured debt ratings, as well as conditions in the credit markets generally, could restrict our access to such capital and adversely affect its cost. Disruptions, volatility and uncertainty in the financial markets, and our below investment grade rating could limit our ability to access external capital markets at times and on terms which allow us to meet our capital and liquidity needs. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity of the Holding Companies" for more information.

CNO is a holding company and its liquidity and ability to meet its obligations may be constrained by the ability of CNO's insurance subsidiaries to distribute cash to it.

CNO and CDOC, Inc. ("CDOC") are holding companies with no business operations of their own. CNO and CDOC 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 our insurance subsidiaries, consisting of dividends and distributions, principal and interest payments on surplus debentures and tax-sharing payments, as well as cash from their non-insurance subsidiaries consisting of dividends, distributions, loans and advances. Deterioration in the financial condition, earnings or cash flow of these significant subsidiaries for any reason could hinder the ability of such subsidiaries to pay cash dividends or other disbursements to CNO and/or CDOC, which would limit our ability to meet our debt service requirements and satisfy other financial obligations. In addition, CNO may elect to contribute additional capital to certain insurance subsidiaries to strengthen their surplus for covenant compliance or regulatory purposes (including, for example, maintaining adequate RBC level) or to provide the capital necessary for growth, in which case it is less likely that its insurance subsidiaries would pay dividends to the holding company. Accordingly, this could limit CNO's ability to meet debt service requirements and satisfy other holding company financial obligations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity of the Holding Companies" for more information.

CNO receives dividends and other payments from CDOC and from certain non-insurance subsidiaries. CDOC receives dividends and surplus debenture interest payments from our insurance subsidiaries and payments from certain of our non-insurance subsidiaries. Payments from our non-insurance subsidiaries to CNO or CDOC, and payments from CDOC to CNO, do not require approval by any regulatory authority or other third party. However, the payment of dividends or surplus

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debenture interest by our insurance subsidiaries to CDOC is subject to state insurance department regulations and may be prohibited by insurance regulators if they determine that such dividends or other payments could be adverse to our policyholders or contract holders. Insurance regulations generally permit dividends to be paid from statutory earned surplus of the insurance company without regulatory approval for any 12-month period in amounts equal to the greater of (or in some states, the lesser of):

•	statutory net gain from operations or statutory net income for the prior year, or	

•	10 percent of statutory capital and surplus as of the end of the preceding year.	

However, as each of the immediate insurance subsidiaries of CDOC has negative earned surplus, any dividend payments from the insurance subsidiaries to CNO require the prior approval of the director or commissioner of the applicable state insurance department. In 2018 , our insurance subsidiaries paid dividends of $213.9 million to CDOC. CNO expects to receive regulatory approval for future dividends from our insurance subsidiaries, but there can be no assurance that such payments will be approved or that the financial condition of our insurance subsidiaries will not deteriorate, making future approvals less likely.

CDOC holds surplus debentures from Conseco Life Insurance Company of Texas ("CLTX") with an aggregate principal amount of $749.6 million.  Interest payments on those surplus debentures do not require additional approval provided the RBC ratio of CLTX exceeds 100 percent (but do require prior written notice to the Texas state insurance department).  The estimated RBC ratio of CLTX was 329 percent at December 31, 2018 .  CDOC also holds a surplus debenture from Colonial Penn with a principal balance of $160.0 million. Interest payments on that surplus debenture require prior approval by the Pennsylvania state insurance department. Dividends and other payments from our non-insurance subsidiaries, including 40|86 Advisors and CNO Services, LLC ("CNO Services"), to CNO or CDOC do not require approval by any regulatory authority or other third party.  However, insurance regulators may prohibit payments by our insurance subsidiaries to parent companies if they determine that such payments could be adverse to our policyholders or contractholders.

In addition, although we are under no obligation to do so, we may elect to contribute additional capital to strengthen the surplus of certain insurance subsidiaries for covenant compliance or regulatory purposes or to provide the capital necessary for growth. Any election regarding the contribution of additional capital to our insurance subsidiaries could affect the ability of our top tier insurance subsidiaries to pay dividends. The ability of our insurance subsidiaries to pay dividends is also impacted by various criteria established by rating agencies to maintain or receive higher financial strength ratings and by the capital levels that we target for our insurance subsidiaries, as well as the RBC compliance requirements under the Revolving Credit Agreement. CDOC made a capital contribution of $265.0 million to its insurance subsidiaries in 2018 .

In addition, Washington National may not distribute funds to any affiliate or shareholder, except pursuant to agreements with affiliates that have been approved, without prior notice to the Florida Office of Insurance Regulation, in accordance with an order from the Florida Office of Insurance Regulation.

We previously identified a material weakness in our internal control over financial reporting which has been remediated, and our business may be adversely affected if we fail to maintain effective controls over financial reporting.

We have previously identified material weaknesses in internal controls which were subsequently remediated. We have emphasized the importance of performing and reviewing calculations consistent with the design of our internal control structure in an effort to ensure controls operate effectively.

We face the risk that, notwithstanding our efforts to date to identify and remedy the material weakness in our internal control over financial reporting, we may discover other material weaknesses in the future and the cost of remediating the material weakness could be high and could have a material adverse effect on our financial condition and results of operations.

Our ability to use our existing NOLs may be limited by certain transactions, and an impairment of existing NOLs could result in a significant writedown in the value of our deferred tax assets, which could cause us to breach the debt to total capitalization covenant of the Revolving Credit Agreement.

As of December 31, 2018 , we had approximately $3.3 billion of federal tax NOLs resulting in deferred tax assets of approximately $.7 billion (of which $.5 billion expires in years 2023 through 2035 and $.2 billion has no expiration date). Section 382 of the Code imposes limitations on a corporation's ability to use its NOLs when it undergoes a 50 percent

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"ownership change" over a three year period. Although we underwent an ownership change in 2003 as the result of our reorganization, the timing and manner in which we will be able to utilize our NOLs is not currently limited by Section 382.

We regularly monitor ownership changes (as calculated for purposes of Section 382) based on available information and, as of December 31, 2018 , our analysis indicated that we were below the 50 percent ownership change threshold that would limit our ability to utilize our NOLs. A future transaction or transactions and the timing of such transaction or transactions could trigger an ownership change under Section 382. Such transactions may include, but are not limited to, additional repurchases or issuances of common stock, acquisitions or sales of shares of CNO's stock by certain holders of its shares, including persons who have held, currently hold or may accumulate in the future 5 percent or more of CNO's outstanding common stock for their own account. In January 2009, CNO's Board of Directors adopted a Section 382 Rights Agreement designed to protect shareholder value by preserving the value of our NOLs. The Section 382 Rights Agreement has been amended and extended by the CNO Board of Directors on three occasions. The Amended Section 382 Rights Agreement provides a strong economic disincentive for any one shareholder knowingly, and without the approval of the Board of Directors, to become an owner of more than 4.99% of the Company's outstanding common stock (or any other interest in CNO that would be treated as "stock" under applicable Section 382 regulations) and for any owner of more than 4.99% of CNO's outstanding common stock as of the date of the Amended Section 382 Rights Agreement to increase their ownership stake by more than 1 percent of the shares of CNO's common stock then outstanding, and thus limits the uncertainty with regard to the potential for future ownership changes. However, despite the strong economic disincentives of the Amended Section 382 Rights Agreement, shareholders may elect to increase their ownership, including beyond the limits set by the Amended Section 382 Rights Agreement, and thus adversely affect CNO's ownership shift calculations. To further protect against the possibility of triggering an ownership change under Section 382, CNO's shareholders approved in 2010 an amendment to CNO's certificate of incorporation (the "Original Section 382 Charter Amendment") designed to prevent certain transfers of common stock which could otherwise adversely affect our ability to use our NOLs. CNO's shareholders approved amendments and extensions of the Original Section 382 Charter Amendment in 2013 and in 2016 (the "2016 Section 382 Charter Amendment"). The 2016 Section 382 Charter Amendment became effective July 31, 2016 and is scheduled to expire on July 31, 2019.

See the note to the consolidated financial statements entitled "Income Taxes" for further information regarding the Amended Section 382 Rights Agreement, the 2016 Section 382 Charter Amendment and CNO's NOLs.

If an ownership change were to occur for purposes of Section 382, we would be required to calculate an annual limitation 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 ( 2.51 percent at December 31, 2018 ), and the annual restriction could eliminate our ability to use a substantial portion of our NOLs to offset future taxable income. Additionally, the writedown of our deferred tax assets that would occur in the event of an ownership change for purposes of Section 382 could cause us to breach the debt to total capitalization covenant in the Revolving Credit Agreement.

The value of our deferred tax assets may be reduced to the extent our future profits are less than we have projected or the current corporate income tax rate is reduced, and such reductions in value may have a material adverse effect on our results of operations and our financial condition.

As of December 31, 2018 , we had net deferred tax assets of $604.7 million . Our income tax expense includes deferred income taxes arising from temporary differences between the financial reporting and tax bases of assets and liabilities, capital loss carryforwards and NOLs. We evaluate the realizability of our deferred tax assets and assess the need for a valuation allowance on an ongoing basis. In evaluating our deferred tax assets, we consider whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of our deferred tax assets depends upon generating sufficient future taxable income during the periods in which our temporary differences become deductible and before our capital loss carry-forwards and NOLs expire. Our assessment of the realizability of our deferred tax assets requires significant judgment. Failure to achieve our projections may result in an increase in the valuation allowance in a future period. Any future increase in the valuation allowance would result in additional income tax expense which could have a material adverse effect upon our earnings in the future, and reduce shareholders' equity.

The value of our net deferred tax assets as of December 31, 2018 reflects the current Federal corporate income tax rate of 21 percent. A reduction in the corporate income tax rate would cause a writedown of our net deferred tax assets, which may have a material adverse effect on our results of operations and financial condition.

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From time to time we may become subject to tax audits, tax litigation or similar proceedings, and as a result we may owe additional taxes, interest and penalties, or our NOLs may be reduced, in amounts that may be material.

In determining our provisions for income taxes and our accounting for tax-related matters in general, we are required to exercise judgment. We regularly make estimates where the ultimate tax determination is uncertain. The final determination of any tax audit, appeal of the decision of a taxing authority, tax litigation or similar proceedings may be materially different from that reflected in our financial statements. The assessment of additional taxes, interest and penalties could be materially adverse to our current and future results of operations and financial condition. See the note to the consolidated financial statements entitled "Income Taxes" for further information.

Our results of operations may be negatively impacted if our initiatives to restructure our insurance operations or our efforts to become more efficient are unsuccessful.

We have implemented or are in the process of implementing several initiatives to improve operating results, including: (i) focusing sales efforts on higher margin products; (ii) reducing operating expenses by eliminating or reducing marketing costs of certain products; (iii) streamlining administrative procedures and reducing personnel; (iv) using third party service providers to improve service and reduce expenses; and (v) increasing retention rates on our more profitable blocks of inforce business. Many of our initiatives address issues resulting from the substantial number of acquisitions of our Predecessor. Between 1982 and 1997, our Predecessor completed 19 transactions involving the acquisitions of 44 separate insurance companies. These prior acquisitions have contributed to the complexity and cost of our current administrative operating environment and make it challenging, in some instances, to operate our business within the expense levels assumed in the pricing of our products. If we are unsuccessful in our efforts to become more efficient, our future earnings will be adversely affected.

In the event one or more of our third party service providers to whom we outsource certain of our functions becomes unable to continue to provide services or experiences a failure in their systems, our business could be adversely impacted.

Conversions to new systems can result in valuation differences between the prior system and the new system. We have recognized such differences in the past. Our planned conversions could result in future valuation adjustments, and these adjustments may have a material adverse effect on future earnings.

A decline in the current financial strength rating of our insurance subsidiaries could cause us to experience decreased sales, increased agent attrition and increased policyholder lapses and redemptions.

An important competitive factor for our insurance subsidiaries is the financial strength ratings they receive from nationally recognized rating organizations. 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, Moody's, Fitch and S&P are "A-", "A3", "BBB+" and "BBB+", respectively.  A.M. Best has sixteen possible ratings.  There are three ratings above the "A-" rating of our primary insurance subsidiaries and twelve ratings that are below that rating. Moody's has twenty-one possible ratings.  There are six ratings above the "A3" rating of our primary insurance subsidiaries and fourteen ratings that are below that rating. Fitch has nineteen possible ratings. There are seven ratings above the "BBB+" rating of our primary insurance subsidiaries and eleven ratings that are below that rating. S&P has twenty-one possible ratings.  There are seven ratings above the "BBB+" rating of our primary insurance subsidiaries and thirteen ratings that are below that rating.

If our ratings are downgraded, we may experience declining sales of certain of our insurance products, defections of our independent and career sales force, and increased policies being redeemed or allowed to lapse. These events would adversely affect our financial results, which could then lead to ratings downgrades.

Competition from companies that have greater market share, higher ratings, greater financial resources and stronger brand recognition, may impair our ability to retain existing customers and sales representatives, attract new customers and sales representatives and maintain or improve our financial results.

The supplemental health insurance, annuity and individual life insurance markets are highly competitive. Competitors include other life and accident and health insurers, commercial banks, thrifts, mutual funds and broker-dealers.

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Our principal competitors vary by product line. Our main competitors for agent-sold long-term care insurance products include Northwestern Mutual, Mutual of Omaha and New York Life. Our main competitors for agent-sold Medicare supplement insurance products include Blue Cross and Blue Shield Plans, United HealthCare and Mutual of Omaha. Our main competitors for life insurance sold through direct marketing channels include Gerber Life, Mutual of Omaha, New York Life and subsidiaries of Torchmark Corporation. Our main competitors for supplemental health products sold through our Washington National segment include AFLAC, subsidiaries of Allstate, Colonial Life and Accident Company and subsidiaries of Torchmark Corporation.

In some of our product lines, such as life insurance and fixed annuities, we have a relatively small market share. Even in some of the lines in which we are one of the top writers, our market share is relatively small. For example, while, based on an Individual Long-Term Care Insurance Survey, our Bankers Life subsidiary ranked sixth in new annualized premiums of individual long-term care insurance in the first half of 2018 with a market share of approximately 7 percent, the top five writers of individual long-term care insurance had new annualized premiums with a combined market share of approximately 79 percent during the period. In addition, while, based on a 2017 Medicare Supplement Loss Ratios report, we ranked sixth in direct premiums earned for Medicare supplement insurance in 2017 with a market share of 2.7 percent, the top writer of Medicare supplement insurance had direct premiums with a market share of 35 percent during the period.

Most of our major competitors have higher financial strength ratings than we do. Many of our competitors are larger companies that have greater capital, technological and marketing resources and have access to capital at a lower cost. Recent industry consolidation, including business combinations among insurance and other financial services companies, has resulted in larger competitors with even greater financial resources. Furthermore, changes in federal law have narrowed the historical separation between banks and insurance companies, enabling traditional banking institutions to enter the insurance and annuity markets and further increase competition. This increased competition may harm our ability to maintain or improve our profitability.

In addition, because the actual cost of products is unknown when they are sold, we are subject to competitors who may sell a product at a price that does not cover its actual cost. Accordingly, if we do not also lower our prices for similar products, we may lose market share to these competitors. If we lower our prices to maintain market share, our profitability would decline.

The Colonial Penn segment has faced increased competition from other insurance companies who also distribute products through direct marketing. In addition, the demand and cost of television advertising appropriate for Colonial Penn's campaigns fluctuates from period to period and this will impact the average cost to generate a TV lead.

We must attract and retain sales representatives to sell our insurance and annuity products. Strong competition exists among insurance and financial services companies for sales representatives. We compete for sales representatives primarily on the basis of our financial position, financial strength ratings, support services, compensation, products and product features. Our competitiveness for such agents also depends upon the relationships we develop with these agents. Our Predecessor's bankruptcy continues to be an adverse factor in developing relationships with certain agents. If we are unable to attract and retain sufficient numbers of sales representatives to sell our products, our ability to compete and our revenues and profitability would suffer.

If we are unable to attract and retain agents and marketing organizations, sales of our products may be reduced.

Our products are marketed and distributed primarily through a dedicated field force of career agents and sales managers (in our Bankers Life segment) and through PMA and independent marketing organizations (in our Washington National segment). We must attract and retain agents, sales managers and independent marketing organizations to sell our products through those distribution channels. We compete with other insurance companies, financial services companies and other entities for agents and sales managers and for business through marketing organizations. If we are unable to attract and retain these agents, sales managers and marketing organizations, our ability to grow our business and generate revenues from new sales would suffer. In recent periods, our Bankers Life segment has faced challenges in retaining new agents, which has impacted sales of its products.

Federal and state legislation could adversely affect the financial performance of our insurance operations.

During recent years, the health insurance industry has experienced substantial changes, including those caused by healthcare legislation. Recent federal and state legislation and pending legislative proposals concerning healthcare reform

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contain features that could severely limit, or eliminate, our ability to vary pricing terms or apply medical underwriting standards to individuals, thereby potentially increasing our benefit ratios and adversely impacting our financial results. In particular, Medicare reform could affect our ability to price or sell our products or profitably maintain our blocks inforce. For example, the Medicare Advantage program provides incentives for health plans to offer managed care plans to seniors. The growth of managed care plans under this program has decreased sales of the traditional Medicare supplement products we sell. Some current proposals contain government provided long-term care insurance which could affect the sales of our long-term care products.

Proposals currently pending in Congress and some state legislatures may also affect our financial results. These proposals include the implementation of minimum consumer protection standards in all long-term care policies, including: guaranteed premium rates; protection against inflation; limitations on waiting periods for pre-existing conditions; setting standards for sales practices for long-term care insurance; and guaranteed consumer access to information about insurers, including information regarding lapse and replacement rates for policies and the percentage of claims denied. Enactment of any proposal that would limit the amount we can charge for our products, such as guaranteed premium rates, or that would increase the benefits we must pay, such as limitations on waiting periods, or that would otherwise increase the costs of our business, could adversely affect our financial results.

The NAIC has developed a principle-based reserving approach for life insurance products which will replace the current formulaic approach to determining policy reserves with an approach that more closely reflects the risks of the products. The principle-based approach became effective on January 1, 2017, and there is a three-year transition period where the approach is optional until it is required to be used for all life insurance products issued on or after January 1, 2020. The new approach will impact the financial statements of our insurance subsidiaries prepared under statutory accounting principles prescribed or permitted by regulatory authorities. The Company is implementing the new approach to its reserves on new life insurance products as they are introduced through the transition period.

On July 21, 2010, the Dodd-Frank Act was enacted and signed into law. The Dodd-Frank Act made extensive changes to the laws regulating financial services firms and requires various federal agencies to adopt a broad range of new rules and regulations. Among other provisions, the Dodd-Frank Act provides for a new framework of regulation of over-the-counter derivatives markets. This requires us to clear certain types of transactions currently traded in the over-the-counter derivative markets and may limit our ability to customize derivative transactions for our needs. In addition, we will likely experience additional collateral requirements and costs associated with derivative transactions.

The Dodd-Frank Act also establishes a Financial Stability Oversight Council, which is authorized to subject nonbank financial companies deemed systemically significant to stricter prudential standards and other requirements and to subject such a company to a special orderly liquidation process outside the federal bankruptcy code, administered by the Federal Deposit Insurance Corporation (although insurance company subsidiaries would remain subject to liquidation and rehabilitation proceedings under state law). In addition, the Dodd-Frank Act establishes a Federal Insurance Office within the Department of the Treasury. While not having a general supervisory or regulatory authority over the business of insurance, the director of this office will perform various functions with respect to insurance, including serving as a non-voting member of the Financial Stability Oversight Council and making recommendations to the Council regarding insurers to be designated for more stringent regulation. The director is also required to conduct a study on how to modernize and improve the system of insurance regulation in the United States, including by increased national uniformity through either a federal charter or effective action by the states.

Federal agencies have been given significant discretion in drafting the rules and regulations that will implement the Dodd-Frank Act. Consequently, many of the details and much of the impact of the Dodd-Frank Act may not be known for some time. In addition, this legislation mandated multiple studies and reports for Congress, which could result in additional legislative or regulatory action.

We cannot predict the requirements of the regulations ultimately adopted under the Dodd-Frank Act, the effect such regulations will have on financial markets generally, or on our businesses specifically, the additional costs associated with compliance with such regulations, or any changes to our operations that may be necessary to comply with the Dodd-Frank Act, any of which could have a material adverse effect on our business, results of operations, cash flows or financial condition.

Reinsurance may not be available, affordable or adequate to protect us against losses.

As part of our overall risk and capital management strategy, we have historically purchased reinsurance from external reinsurers as well as provided internal reinsurance support for certain risks underwritten by our business segments. The

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availability and cost of reinsurance protection are impacted by our operating and financial performance as well as conditions beyond our control. For example, volatility in the equity markets and the related impacts on asset values required to fund liabilities may reduce the availability of certain types of reinsurance and make it more costly when it is available, as reinsurers are less willing to take on credit risk in a volatile market. Accordingly, we may be forced to incur additional expenses for reinsurance or may not be able to obtain sufficient new reinsurance on acceptable terms, which could adversely affect our ability to write future business or obtain statutory capital credit for new reinsurance.

Our insurance subsidiaries may be required to pay assessments to fund other companies' policyholder losses or liabilities and this may negatively impact our financial results.

The solvency or guaranty laws of most states in which an insurance company does business may require that company to pay assessments up to certain prescribed limits to fund policyholder losses or liabilities of other insurance companies that become insolvent. Insolvencies of insurance companies increase the possibility that these assessments may be required. These assessments may be deferred or forgiven under most guaranty laws if they would threaten an insurer's financial strength and, in certain instances, may be offset against future premium taxes. We cannot estimate the likelihood and amount of future assessments. Although past assessments have not been material, if there were a number of large insolvencies, future assessments could be material and could have a material adverse effect on our operating results and financial position.

We may not be able to protect our intellectual property and may be subject to infringement claims.

We rely on a combination of contractual rights and copyright, trademark and trade secret laws to establish and protect our intellectual property. Although we use a broad range of measures to protect our intellectual property rights, third parties may infringe or misappropriate our intellectual property. We may have to litigate to enforce and protect our copyrights, trademarks, trade secrets and know-how or to determine their scope, validity or enforceability, which represents a diversion of resources that may be significant in amount and may not prove successful. The loss of intellectual property protection or the inability to secure or enforce the protection of our intellectual property assets could adversely impact our business and its ability to compete effectively.

We also may be subject to costly litigation in the event that another party alleges our operations or activities infringe upon that party's intellectual property rights. We may also be subject to claims by third parties for breach of copyright, trademark, trade secret or license usage rights. Any such claims and any resulting litigation could result in significant expense and liability for damages or we could be enjoined from providing certain products or services to our customers or utilizing and benefiting from certain methods, processes, copyrights, trademarks, trade secrets or licenses, or alternatively, we could be required to enter into costly licensing arrangements with third parties, all of which could have a material adverse effect on our business, results of operations and financial condition.

ITEM 1B.      UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.      PROPERTIES.

Our headquarters and the administrative operations of our Washington National segment and certain administrative operations of our subsidiaries are located on a Company-owned corporate campus in Carmel, Indiana, immediately north of Indianapolis. We currently occupy five buildings on the campus with approximately 450,000 square feet of space.

Our Bankers Life segment is primarily administered from downtown Chicago, Illinois. We currently lease approximately 135,000 square feet of office space under an agreement which expires in 2023. We also lease 269 sales offices in various states totaling approximately 885,000 square feet. These leases generally are short-term in length, with remaining lease terms expiring between 2019 and 2025.

Our Colonial Penn segment is administered from a Company-owned office building in Philadelphia, Pennsylvania, with approximately 127,000 square feet. We occupy approximately 45 percent of this space, with unused space leased to tenants.

Management believes that this office space is adequate for our needs.

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ITEM 3.      LEGAL PROCEEDINGS.

Information required for Item 3 is incorporated by reference to the discussion under the heading "Legal Proceedings" in the note to the consolidated financial statements entitled "Litigation and Other Legal Proceedings" included in Item 8 of this Form 10-K.

ITEM 4.      MINE SAFETY DISCLOSURES.

Not applicable.

Executive Officers of the Registrant

	
			
Officer	With CNO	Positions with CNO, Principal	
Name and Age (a)	Since	Occupation and Business Experience (b)	
Bruce Baude, 54	2012	Since July 2012, executive vice president, chief operations and technology officer. From 2008 to 2012, Mr. Baude was chief operating officer at Univita Health.	
Gary C. Bhojwani, 51	2016	Since January 2018, chief executive officer. From April 2016 to December 2017, president of CNO.  From April 2015 until joining CNO, chief executive officer of GCB, LLC, an insurance and financial services consulting company that he founded.  Mr. Bhojwani served as a member of the board of management at Allianz SE, Chairman of Allianz of America, Allianz Life Insurance Company, and Fireman’s Fund Insurance Company from 2012 to January 1, 2015. From 2007 to 2012, he served as president of Allianz Life Insurance Company of North America.	
Yvonne K. Franzese, 60	2017	Since November 2017, executive vice president and chief human resources officer of CNO. From 2016 until joining CNO, chief human capital officer of TCF Bank. From 2007 to 2016, Ms. Franzese held various human resource positions at Allianz, including the chief human resources role for Allianz of North America.	
Scott L. Goldberg, 48	2004	Since September 2013, president of Bankers Life.  Mr. Goldberg has held various other positions since joining CNO in 2004.	
Michael D. Heard, 53	2013	Since March 2017, president of Washington National.  From 2013 to March 2017, senior vice president of enterprise operations for CNO.	
Erik M. Helding, 46	2004	Since April 2016, executive vice president and chief financial officer.  From August 2012 to April 2016, senior vice president, treasury and investor relations.  Prior to August 2012, Mr. Helding was vice president, financial planning and analysis and he has held various finance positions since joining CNO in 2004.	
Eric R. Johnson, 58	1997	Since September 2003, executive vice president and chief investment officer of CNO and president and chief executive officer of 40|86 Advisors, CNO's wholly-owned registered investment advisor. Since January 2018, executive in charge of corporate development activities. Mr. Johnson has held various investment management positions since joining CNO in 1997.	
John R. Kline, 61	1990	Since July 2002, senior vice president and chief accounting officer. Mr. Kline has served in various accounting and finance capacities with CNO since 1990.	
Gerardo Monroy, 51	2001	Since March 2017, chief marketing officer of CNO.  From August 2012 to March 2017, president of Colonial Penn.  Mr. Monroy has held various other positions since joining CNO in 2001.	
Joel Schwartz, 55	2014	Since March 2017, president of Colonial Penn.  From 2014 to March 2017, Mr. Schwartz held various positions with Colonial Penn. Prior to joining CNO, he spent nine years with Lincoln Financial Group.	
Matthew J. Zimpfer, 51	1998	Since June 2008, executive vice president and general counsel. Mr. Zimpfer has held various legal positions since joining CNO in 1998.	
___________________________
		
(a)	The executive officers serve as such at the discretion of the Board of Directors and are elected annually.	
		
(b)	Business experience is given for at least the last five years.	

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PART II

ITEM 5.	MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	

MARKET INFORMATION AND DIVIDENDS

The Company's common stock is listed and traded on the New York Stock Exchange under the symbol "CNO".

As of February 5, 2019, there were approximately 22,000 holders of the outstanding shares of common stock, including individual participants in securities position listings.

We commenced the payment of a dividend on our common stock in the second quarter of 2012. The dividend on our common stock is declared each quarter by our Board of Directors. In determining dividends, our Board of Directors takes into consideration our financial condition, including current and expected earnings and projected cash flows.

PERFORMANCE GRAPH

The performance graph below compares CNO's cumulative total shareholder return on its common stock for the period from December 31, 2013 through December 31, 2018 with the cumulative total return of the Standard & Poor's 500 Composite Stock Price Index (the "S&P 500 Index"), the Standard & Poor's Life and Health Insurance Index (the "S&P Life and Health Insurance Index") and the Standard & Poor's MidCap 400 Index (the "S&P MidCap 400 Index"). The comparison for each of the periods assumes that $100 was invested on December 31, 2013 in each of CNO common stock, the stocks included in the S&P 500 Index, the stocks included in the S&P Life and Health Insurance Index and the stocks included in the S&P MidCap 400 Index and that all dividends were reinvested. The stock performance shown in this graph represents past performance and should not be considered an indication of future performance of CNO's common stock.

 *$100 invested on 12/31/13 in stock or index, including reinvestment of dividends.

	
																			
 	12/13	12/14	12/15	12/16	12/17	12/18	
CNO Financial Group, Inc.	$	100.00		$	100.58		$	112.44		$	113.33		$	148.49		$	91.28		
S&P 500 Index	100.00		114.87		116.36		129.05		157.22		150.33		
S&P Life & Health Insurance Index	100.00		103.48		96.48		119.26		138.85		110.01		
S&P MidCap 400 Index	100.00		110.93		108.49		129.65		150.71		134.01		

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ISSUER PURCHASES OF EQUITY SECURITIES

	
															
Period (in 2018)	 	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)	
October 1 through October 31	 	—		 	$	—		 	—		 	$	325.1		
November 1 through November 30	 	20,674		 	17.95		 	18,791		 	324.7		
December 1 through December 31	 	2,470,385		 	16.25		 	2,468,810		 	284.6		
Total	 	2,491,059		 	16.26		 	2,487,601		 	284.6		
_________________
		
(a)	In May 2011, the Company announced a securities repurchase program of up to $100.0 million . In February 2012, June 2012, December 2012, December 2013, November 2014, November 2015 and May 2017, the Company's Board of Directors approved, in aggregate, an additional $1,900.0 million to repurchase the Company's outstanding securities.	

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information, as of December 31, 2018 , relating to our common stock that may be issued under the CNO Financial Group, Inc. Amended and Restated Long-Term Incentive Plan.

	
											
 	 	Number of securities to be issued upon exercise of outstanding options and rights	 	Weighted-average exercise price of outstanding options and rights	 	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)	
Equity compensation plans approved by security holders	 	6,539,168		 	$	17.77		 	5,296,134		
Equity compensation plans not approved by security holders	 	—		 	—		 	—		
Total	 	6,539,168		 	$	17.77		 	5,296,134		

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ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.

																					
 	 	Years ended December 31,	
 	 	2018	 	2017	 	2016	 	2015	 	2014	
 	 	(Amounts in millions, except per share data)	
STATEMENT OF OPERATIONS DATA	 	 	 	 	 	 	 	 	 	 	
Insurance policy income	 	$	2,593.1		 	$	2,647.3		 	$	2,601.1		 	$	2,556.0		 	$	2,629.7		
Net investment income	 	1,306.2		 	1,551.3		 	1,325.2		 	1,233.6		 	1,427.4		
Net realized investment gains (losses)	 	352.1		 	50.3		 	8.3		 	(36.6	)	 	36.7		
Total revenues	 	4,313.5		 	4,297.2		 	3,985.1		 	3,811.9		 	4,144.7		
Interest expense	 	149.8		 	123.7		 	116.4		 	94.9		 	92.8		
Total benefits and expenses	 	4,578.3		 	3,816.7		 	3,631.9		 	3,444.2		 	3,969.6		
Income (loss) before income taxes	 	(264.8	)	 	480.5		 	353.2		 	367.7		 	175.1		
Income tax expense (benefit)	 	50.2		 	304.9		 	(5.0	)	 	97.0		 	123.7		
Net income (loss)	 	(315.0	)	 	175.6		 	358.2		 	270.7		 	51.4		
PER SHARE DATA	 	 	 	 	 	 	 	 	 	 	
Net income (loss), basic	 	$	(1.90	)	 	$	1.03		 	$	2.03		 	$	1.40		 	$	.24		
Net income (loss), diluted	 	(1.90	)	 	1.02		 	2.01		 	1.39		 	.24		
Dividends declared per common share	 	.39		 	.35		 	.31		 	.27		 	.24		
Book value per common share outstanding	 	20.78		 	29.05		 	25.82		 	22.49		 	23.06		
Weighted average shares outstanding for basic earnings	 	165.5		 	170.0		 	176.6		 	193.1		 	212.9		
Weighted average shares outstanding for diluted earnings	 	165.5		 	172.1		 	178.3		 	195.2		 	217.7		
Shares outstanding at period-end	 	162.2		 	166.9		 	173.8		 	184.0		 	203.3		
BALANCE SHEET DATA  - AT PERIOD END	 	 	 	 	 	 	 	 	 	 	
Total investments	 	$	22,995.4		 	$	27,854.1		 	$	26,237.6		 	$	24,487.1		 	$	24,908.3		
Total assets	 	31,439.8		 	33,110.3		 	31,975.2		 	31,125.1		 	31,155.9		
Corporate notes payable	 	916.8		 	914.6		 	912.9		 	911.1		 	780.3		
Total liabilities	 	28,068.9		 	28,262.8		 	27,488.3		 	26,986.6		 	26,467.7		
Shareholders' equity	 	3,370.9			4,847.5		 	4,486.9		 	4,138.5		 	4,688.2		
STATUTORY DATA - AT PERIOD END (a)	 	 	 	 	 	 	 	 	 	 	
Statutory capital and surplus	 	$	1,652.8		 	$	1,904.4		 	$	1,956.8		 	$	1,739.2		 	$	1,654.4		
Asset valuation reserve ("AVR")	 	233.3		 	246.8		 	253.3		 	196.9		 	203.1		
Total statutory capital and surplus and AVR	 	1,886.1		 	2,151.2		 	2,210.1		 	1,936.1		 	1,857.5		
____________________
		
(a)	We have derived the statutory data from statements filed by our insurance subsidiaries with regulatory authorities which are prepared in accordance with statutory accounting principles, which vary in certain respects from GAAP.	

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ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	

In this section, we review the consolidated financial condition of CNO and its consolidated results of operations for the years ended December 31, 2018 , 2017 and 2016 and, where appropriate, factors that may affect future financial performance. Please read this discussion in conjunction with the consolidated financial statements and notes included in this Form 10-K.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Our statements, trend analyses and other information contained in this report and elsewhere (such as in filings by CNO with the SEC, press releases, presentations by CNO or its management or oral statements) relative to markets for CNO's products and trends in CNO's operations or financial results, as well as other statements, contain forward-looking statements within the meaning of the federal securities laws and the Private Securities Litigation Reform Act of 1995.  Forward-looking statements typically are identified by the use of terms such as "anticipate," "believe," "plan," "estimate," "expect," "project," "intend," "may," "will," "would," "contemplate," "possible," "attempt," "seek," "should," "could," "goal," "target," "on track," "comfortable with," "optimistic," "guidance," "outlook" and similar words, although some forward-looking statements are expressed differently.  You should consider statements that contain these words carefully because they describe our expectations, plans, strategies and goals and our beliefs concerning future business conditions, our results of operations, financial position, and our business outlook or they state other "forward-looking" information based on currently available information.  The "Risk Factors" in Item 1A provide examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements.  Assumptions and other important factors that could cause our actual results to differ materially from those anticipated in our forward-looking statements include, among other things:

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

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

•	general economic, market and political conditions and uncertainties, 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 anticipated changes to certain non-guaranteed elements of our life insurance products;	

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

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

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

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

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

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

•	changes in accounting principles and the interpretation thereof;	

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

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•	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;	

•	changes in capital deployment opportunities;	

•	our ability to maintain effective controls over financial reporting;	

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

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

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

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

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

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

•	the performance of third party service providers and potential difficulties arising from outsourcing arrangements;	

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

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

•	events of terrorism, cyber attacks, natural disasters or other catastrophic events, including losses from a disease pandemic;	

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

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

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

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

The reporting of RBC measures is not intended for the purpose of ranking any insurance company or for use in connection with any marketing, advertising or promotional activities.

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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.

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

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

On September 27, 2018, the Company completed a long-term care reinsurance transaction pursuant to which its wholly-owned subsidiary, Bankers Life, entered into an agreement to cede all of its legacy (prior to 2003) comprehensive and nursing home long-term care policies (with statutory reserves of $2.7 billion ) through 100% indemnity coinsurance. In anticipation of the reinsurance agreement, the Company reorganized its business segments to move the block to be ceded from the "Bankers Life segment" to the "Long-term care in run-off segment" in the third quarter of 2018. All prior period segment disclosures have been revised to conform to management's current view of the Company's operating segments.

The Company’s insurance segments are described below:

•	Bankers Life,   which underwrites, 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, financial and investment advisors, and sales managers supported by a network of community-based sales offices.  The Bankers Life segment includes primarily the business of Bankers Life and Casualty Company.  Bankers Life also has various distribution and marketing agreements with other insurance companies to use Bankers Life's career agents to distribute Medicare Advantage and PDP products in exchange for a fee.	

•	Washington National, which underwrites, 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 PMA and through independent marketing organizations and insurance agencies including worksite marketing.  The products being marketed are underwritten by Washington National. This segment's business also includes certain closed blocks of annuities and Medicare supplement policies which are no longer being actively marketed by this segment and were primarily issued or acquired by Washington National.	

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

•	Long-term care in run-off consists of: (i) the long-term care business that was recaptured due to the termination of certain reinsurance agreements effective September 30, 2016 (such business is not actively marketed and was issued or acquired by Washington National and BCLIC); and (ii) certain legacy (prior to 2003) comprehensive and nursing home long-term care policies which were ceded in September 2018 (such business is not actively marketed and was issued by Bankers Life).	

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The following summarizes our earnings for the three years ending December 31, 2018 (dollars in millions, except per share data):

												
 	2018	 	2017	 	2016	
Adjusted EBIT (a non-GAAP financial measure) (a):	 	 	 	 	 	
Bankers Life	$	340.6		 	$	367.5		 	$	375.6		
Washington National	121.9		 	98.3		 	102.9		
Colonial Penn	14.8		 	22.6		 	1.7		
Long-term care in run-off	22.9		 	53.1		 	18.4		
Adjusted EBIT from business segments	500.2		 	541.5		 	498.6		
Corporate Operations, excluding corporate interest expense	(71.0	)	 	(40.3	)	 	(42.5	)	
Adjusted EBIT	429.2		 	501.2		 	456.1		
Corporate interest expense	(48.0	)	 	(46.5	)	 	(45.8	)	
Operating earnings before taxes	381.2		 	454.7		 	410.3		
Tax expense on operating income	78.1		 	153.8		 	147.8		
Net operating income	303.1		 	300.9		 	262.5		
Net realized investment gains from sales and impairments (net of related amortization)	37.9		 	34.3		 	9.0		
Net change in market value of investments recognized in earnings	(48.8	)	 	15.0		 	(1.4	)	
Fair value changes in embedded derivative liabilities (net of related amortization)	55.5		 	(2.5	)	 	9.6		
Fair value changes and amendment related to agent deferred compensation plan	11.9		 	(12.2	)	 	3.1		
Loss related to reinsurance transactions	(704.2	)	 	—		 	(75.4	)	
Other	1.7		 	(8.8	)	 	(2.0	)	
Non-operating income (loss) before taxes	(646.0	)	 	25.8		 	(57.1	)	
Income tax expense (benefit):	 	 	 	 	 	
On non-operating income (loss)	(135.7	)	 	9.0		 	(20.0	)	
Valuation allowance for deferred tax assets and other tax items	107.8		 	142.1		 	(132.8	)	
Net non-operating income (loss)	(618.1	)	 	(125.3	)	 	95.7		
Net income (loss)	$	(315.0	)	 	$	175.6		 	$	358.2		
 	 	 	 	 	 	
Per diluted share:	 	 	 	 	 	
Net operating income	$	1.83		 	$	1.75		 	$	1.47		
Net realized investment gains from sales and impairments (net of related amortization and taxes)	.18		 	.13		 	.03		
Net change in market value of investments recognized in earnings (net of taxes)	(.23	)	 	.06		 	—		
Fair value changes in embedded derivative liabilities (net of related amortization and taxes)	.27		 	(.01	)	 	.04		
Fair value changes and amendment related to agent deferred compensation plan (net of taxes)	.06		 	(.05	)	 	.01		
Loss related to reinsurance transactions (net of taxes)	(4.00	)	 	—		 	(.27	)	
Valuation allowance for deferred tax assets and other tax items	(.02	)	 	(.83	)	 	.74		
Other	.01		 	(.03	)	 	(.01	)	
Net income (loss)	$	(1.90	)	 	$	1.02		 	$	2.01		

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____________
		
(a)	Management believes that an analysis of net operating income provides a clearer comparison of the operating results of the Company from period to period because it excludes: (i) loss related to reinsurance transaction, including impact of taxes; (ii) net realized investment gains or losses from sales and impairments, net of related amortization and taxes; (iii) net change in market value of investments recognized in earnings, net of taxes; (iv) fair value changes due to fluctuations in the interest rates used to discount embedded derivative liabilities related to our fixed index annuities, net of related amortization and taxes; (v) fair value changes and amendment related to the agent deferred compensation plan, net of taxes; (vi) changes in the valuation allowance for deferred tax assets and other tax items; and (vii) other non-operating items consisting primarily of earnings attributable to VIEs . Adjusted EBIT is presented as net operating income excluding corporate interest expense and income tax expense. The table above reconciles the non-GAAP measure to the corresponding GAAP measure.	

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

At CNO, our mission is to enrich lives by providing financial solutions that help protect the health and retirement needs of middle-income Americans, while building enduring value for all our stakeholders. We remain committed to our strategic priorities to grow the franchise, launch new products and services, expand to the right to reach slightly younger, wealthier consumers within the middle market, and deploy excess capital to its highest and best use.

Our middle-market focus and diverse distribution is a key strength and opportunity for CNO. We have career agents at Bankers Life, wholly-owned and independent distributors at Washington National and a direct-to-consumer business at Colonial Penn to reach consumers according to their preferences. Our product portfolio mix is well-aligned to the retirement, healthcare, supplemental health and income accumulation needs of working-age consumers as well as those in and near retirement. As Americans live longer into their retirement years, consumers need holistic retirement income planning, which includes our insurance and annuity solutions, and the investments offered by our broker-dealer and growing force of registered investment advisors. Specifically, we are focused on the following priorities:

Growth
		
•	Maximize our product portfolio to ensure it meets our customers’ needs for integrated products and advice covering a broad range of their financial goals	
		
•	Respond effectively to evolving customer preferences	
		
•	Expand and enhance elements of our broker-dealer and registered investment advisor program	
		
•	Continue our "expand to the right" strategy to reach slightly younger and wealthier consumers within the middle-income market	
		
•	Increase the speed-to-market for new products that are a good fit for our customers	
		
•	Make strategic, measured changes to our business practices to improve our competitive advantage	
		
•	Continue to invest in technology to support agent productivity and relationships with our customers	

Increase profitability and return on equity
		
•	Maintain our strong capital position and favorable financial metrics	
		
•	Work to increase our return on equity	
		
•	Maintain pricing discipline	

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Effectively manage risk and deploy capital
		
•	Maintain an active enterprise risk management process	
		
•	Utilize excess cash flow to maximize long-term returns	
		
•	Maintain a competitive dividend payout ratio	

Continue to invest in talent
		
•	Attract, retain and develop the best talent to help us drive sustainable growth	
		
•	Recruit, develop and retain our agent force	

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management has made estimates in the past that we believed to be appropriate but were subsequently revised to reflect actual experience. If our future experience differs materially from these estimates and assumptions, our results of operations and financial condition could be materially affected.

We base our estimates on historical experience and other assumptions that we believe are reasonable under the circumstances. We continually evaluate the information used to make these estimates as our business and the economic environment change. The use of estimates is pervasive throughout our financial statements. The accounting policies and estimates we consider most critical are summarized below. Additional information on our accounting policies is included in the note to our consolidated financial statements entitled "Summary of Significant Accounting Policies".

Investments

At December 31, 2018 , the carrying value of our investment portfolio was $23.0 billion .

Interest income on fixed maturity securities is recognized when earned using a constant effective yield method giving effect to amortization of premiums and accretion of discounts. Prepayment fees are recognized when earned. Dividends on equity securities are recognized when declared.

Our evaluation of investments for impairment requires significant judgments, including: (i) the identification of potentially impaired securities; (ii) the determination of their estimated fair value; and (iii) the assessment of whether any decline in estimated fair value is other than temporary.

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

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

The 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

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to recover the amortized cost basis, we do not plan to sell the security, and if it is not more likely than not that we would be required to sell a security before the recovery of its amortized cost, less any current period credit loss, the recognition of the other-than-temporary impairment is bifurcated.  We recognize the credit loss portion in net income and the noncredit loss portion in accumulated other comprehensive income.

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

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

The remaining noncredit impairment, which is recorded in accumulated other comprehensive income, is the difference between the security's estimated fair value and our best estimate of future cash flows discounted at the effective interest rate prior to impairment.  The remaining noncredit impairment typically represents changes in the market interest rates, current market liquidity and risk premiums.  As of December 31, 2018 , other-than-temporary impairments included in accumulated other comprehensive income totaled $.5 million (before taxes and related amortization).

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and, therefore, represents an exit price, not an entry price.  We carry certain assets and liabilities at fair value on a recurring basis, including fixed maturities, equity securities, trading securities, investments held by VIEs, derivatives, separate account assets and embedded derivatives.  We carry our Company-owned life insurance policy ("COLI"), which is invested in a series of mutual funds, at its cash surrender value which approximates fair value. In addition, we disclose fair value for certain financial instruments, including mortgage loans, policy loans, cash and cash equivalents, insurance liabilities for interest-sensitive products, investment borrowings, notes payable and borrowings related to VIEs.

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

Valuation Hierarchy

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

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

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

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equity securities; most investments held by our consolidated VIEs; certain mutual fund investments; most short-term investments; and non-exchange-traded derivatives such as call options. Financial liabilities in this category include investment borrowings, notes payable and borrowings related to VIEs.

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

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

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

Our fixed maturity investments are generally purchased in the context of long-term strategies, including funding insurance liabilities, so we do not generally seek to generate short-term realized gains through the purchase and sale of such securities.  In certain circumstances, including those in which securities are selling at prices which exceed our view of their underlying economic value, or when it is possible to reinvest the proceeds to better meet our long-term asset-liability objectives, we may sell certain securities. During 2018 , we sold $1,295.8 million of fixed maturity investments which resulted in gross investment losses (before income taxes) of $65.8 million .

We actively manage the relationship between the duration and cash flows of our invested assets and the estimated duration and cash flows of benefit payments arising from contract liabilities. These efforts may cause us to sell investments before their maturity date and could result in the realization of net realized investment gains (losses). When the estimated durations of assets and liabilities are similar, the effect of changes in market interest rates shall have largely offsetting effects on the value of the related assets and liabilities. In certain circumstances, a mismatch of the durations or related cash flows of invested assets and insurance liabilities could have a significant impact on our results of operations and financial position.

For more information on our investment portfolio and our critical accounting policies related to investments, see the note to our consolidated financial statements entitled "Investments".

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Present Value of Future Profits and Deferred Acquisition Costs

In conjunction with the implementation of fresh start accounting, we eliminated the historical balances of our Predecessor's deferred acquisition costs and the present value of future profits and replaced them with the present value of future profits as calculated on the Effective Date.

The value assigned to the right to receive future cash flows from contracts existing at the Effective Date is referred to as the present value of future profits. The balance of this account is amortized, evaluated for recovery, and adjusted for the impact of unrealized gains (losses) in the same manner as the deferred acquisition costs described below. We expect to amortize the balance of the present value of future profits as of December 31, 2018 as follows: 10 percent in 2019 , 9 percent in 2020 , 8 percent in 2021 , 8 percent in 2022 and 7 percent in 2023 .

Deferred acquisition costs represent incremental direct costs related to the successful acquisition of new or renewal insurance contracts. For interest-sensitive life or annuity products, we amortize these costs in relation to the estimated gross profits using the interest rate credited to the underlying policies. For other products, we generally amortize these costs in relation to future anticipated premium revenue using the projected investment earnings rate.

Insurance acquisition costs are amortized to expense over the lives of the underlying policies in relation to future anticipated premiums or gross profits. The insurance acquisition costs for policies other than interest-sensitive life and annuity products are amortized with interest (using the projected investment earnings rate) over the estimated premium-paying period of the policies, in a manner which recognizes amortization expense in proportion to each year's premium income. The insurance acquisition costs for interest-sensitive life and annuity products are amortized with interest (using the interest rate credited to the underlying policy) in proportion to estimated gross profits. The interest, mortality, morbidity and persistency assumptions used to amortize insurance acquisition costs are consistent with those assumptions used to estimate liabilities for insurance products. For interest-sensitive life and annuity products, these assumptions are reviewed on a regular basis. When actual profits or our current best estimates of future profits are different from previous estimates, we adjust cumulative amortization of insurance acquisition costs to maintain amortization expense as a constant percentage of gross profits over the entire life of the policies.

When we realize a gain or loss on investments backing our interest-sensitive life or annuity products, we adjust the amortization of insurance acquisition costs to reflect the change in estimated gross profits from the products due to the gain or loss realized and the effect on future investment yields. We increased (decreased) amortization expense for such changes by $(.4) million , $1.0 million and $.7 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. We also adjust insurance acquisition costs for the change in amortization that would have been recorded if fixed maturity securities, available for sale, had been sold at their stated aggregate fair value and the proceeds reinvested at current yields. Such adjustments are commonly referred to as "shadow adjustments" and may include adjustments to: (i) deferred acquisition costs; (ii) the present value of future profits; (iii) loss recognition reserves; and (iv) income taxes. We include the impact of this adjustment in accumulated other comprehensive income (loss) within shareholders' equity. The total pre-tax impact of such adjustments on accumulated other comprehensive income was a decrease of $45.3 million at December 31, 2018 (including $2.5 million for premium deficiencies that would exist on certain blocks of business if unrealized gains on the assets backing such products had been realized and the proceeds from our sales of such assets were invested at then current yields.) The total pre-tax impact of such adjustments on accumulated other comprehensive income at December 31, 2017 was a decrease of $682.4 million (including $514.5 million for premium deficiencies that would exist on certain blocks of business (primarily long-term care products) if unrealized gains on the assets backing such products had been realized and the proceeds from our sales of such assets were invested at then current yields.)

At December 31, 2018 , the balance of insurance acquisition costs was $1.7 billion . The recoverability of this amount is dependent on the future profitability of the related business. Each year, we evaluate the recoverability of the unamortized balance of insurance acquisition costs. These evaluations are performed to determine whether estimates of the present value of future cash flows, in combination with the related liability for insurance products, will support the unamortized balance. These future cash flows are based on our best estimate of future premium income, less benefits and expenses. The present value of these cash flows, plus the related balance of liabilities for insurance products, is then compared with the unamortized balance of insurance acquisition costs. In the event of a deficiency, such amount would be charged to amortization expense. If the deficiency exceeds the balance of insurance acquisition costs, a premium deficiency reserve is established for the excess. The determination of future cash flows involves significant judgment. Revisions to the assumptions which determine such cash flows could have a significant adverse effect on our results of operations and financial position. The long-term care business in the Long-term care in run-off segment is not expected to generate significant future profits. While we expect the long-term care

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business in the Bankers Life segment to generate future profits, the margins are relatively thin. Accordingly, both of these long-term care blocks are vulnerable to changes in assumptions.

The table presented below summarizes our estimates of cumulative adjustments to insurance acquisition costs or premium deficiency reserves (when the deficiency exceeds the balance of insurance acquisition costs) resulting from hypothetical revisions to certain assumptions. Although such hypothetical revisions are not currently required or anticipated, we believe they could occur based on past variances in experience and our expectations of the ranges of future experience that could reasonably occur. We have assumed that revisions to assumptions resulting in the adjustments summarized below would occur equally among policy types, ages and durations within each product classification. Any actual adjustment would be dependent on the specific policies affected and, therefore, may differ from the estimates summarized below. In addition, the impact of actual adjustments would reflect the net effect of all changes in assumptions during the period.

	
					
Change in assumptions	 	Estimated adjustment to income before income taxes based on revisions to certain assumptions	
 	 	(dollars in millions)	
Interest-sensitive life products:	 	 	
5% increase to assumed mortality	 	$	(31	)	
5% decrease to assumed mortality	 	31		
15% increase to assumed expenses	 	(12	)	
15% decrease to assumed expenses	 	12		
10 basis point decrease to assumed spread	 	(10	)	
10 basis point increase to assumed spread	 	10		
20% increase to assumed lapses	 	(13	)	
20% decrease to assumed lapses	 	15		
Fixed index and fixed interest annuity products:	 	 	
20% increase to assumed surrenders	 	(81	)	
20% decrease to assumed surrenders	 	98		
15% increase to assumed expenses	 	(9	)	
15% decrease to assumed expenses	 	9		
10 basis point decrease to assumed spread	 	(42	)	
10 basis point increase to assumed spread	 	42		
Other than interest-sensitive life and annuity products (a):	 	 	
5% increase to assumed morbidity	 	(24	)	
5% decrease to assumed mortality	 	(5	)	
No increase in new money rate assumption after one year	 	(1	)	
__________________
		
(a)	We have excluded the effect of reasonably likely changes in lapse, surrender and expense assumptions for policies other than interest-sensitive life and annuity products.	

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The following summarizes the persistency of our major blocks of insurance business summarized by segment and line of business:

									
 	Years ended December 31,	
 	2018	 	2017	 	2016	
Bankers Life:	 	 	 	 	 	
Medicare supplement (1)	85.1	%	 	85.0	%	 	85.9	%	
Long-term care (1)	90.1	%	 	89.9	%	 	89.6	%	
Fixed index annuities (2)	90.9	%	 	91.2	%	 	91.5	%	
Other annuities (2)	83.0	%	 	85.2	%	 	85.8	%	
Life (1)	88.5	%	 	87.5	%	 	87.1	%	
Washington National:	 	 	 	 	 	
Medicare supplement (1)	84.9	%	 	85.3	%	 	85.8	%	
Supplemental health (1)	89.3	%	 	89.2	%	 	89.2	%	
Life (1)	91.8	%	 	90.6	%	 	91.2	%	
Colonial Penn:	 	 	 	 	 	
Life (1)	83.1	%	 	83.4	%	 	83.0	%	
Long-term care in run-off (1)	90.7	%	 	91.2	%	 	90.8	%	
_____________________
		
(1)	Based on number of inforce policies.	
		
(2)	Based on the percentage of the inforce block persisting.	

Liabilities for Insurance Products - reserves for the future payment of long-term care policy claims

We calculate and maintain reserves for the future payment of claims to our policyholders based on actuarial assumptions.  For all our insurance products, we establish an active life reserve, a liability for due and unpaid claims, claims in the course of settlement and incurred but not reported claims.  In addition, for our health insurance business, we establish a reserve for the present value of amounts not yet due on claims.  Many factors can affect these reserves and liabilities, such as economic and social conditions, inflation, hospital and pharmaceutical costs, changes in doctrines of legal liability and extra-contractual damage awards.  Therefore, our reserves and liabilities are necessarily based on numerous estimates and assumptions as well as historical experience.  Establishing reserves is an uncertain process, and it is possible that actual claims will materially exceed our reserves and have a material adverse effect on our results of operations and financial condition.  For example, our long-term care policy claims may be paid over a long period of time and, therefore, loss estimates have a higher degree of uncertainty.  

The following summarizes the components of the reserves related to our long-term care business in our Bankers Life and Long-term care in run-off segments.

	
									
 	 	2018	 	2017	
 	 	(Dollars in millions)	
Amounts classified as future policy benefits:	 	 	 	 	
Active life reserves	 	$	3,873.3		 	$	3,846.0		
Reserves for the present value of amounts not yet due on claims	 	1,404.6		 	1,366.9		
Future loss reserves	 	—		 	190.0		
 Premium deficiency reserves assuming net unrealized gains had been realized	 	—		 	266.1		
Amounts classified as liability for policy and contract claims:	 			 	 	
Liability for due and unpaid claims, claims in the course of settlement and incurred but not reported claims	 	211.7		 	200.1		
Total	 	5,489.6		 	5,869.1		
Reinsurance receivables	 	3,030.3		 	221.5		
Long-term care reserves, net of reinsurance receivables	 	$	2,459.3		 	$	5,647.6		

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The significant assumptions used to calculate the active life reserves include morbidity, persistency and investment yields. These assumptions are determined at the issuance date and do not change over the life of the policy.

The significant assumptions used to calculate the reserves for the present value of amounts not yet due on claims include future benefit payments, interest rates and claim continuance patterns. Interest rates are used to determine the present value of the future benefit payments and are based on the investment yield of assets supporting the reserves. Claim continuance assumptions are estimates of the expected period of time that claim payments will continue before termination due to recovery, death or attainment of policy maximum benefits. These estimates are based on historical claim experience for similar policy and coverage types. Our estimates of benefit payments, interest rates and claim continuance are reviewed regularly and updated to consider current portfolio investment yields and recent claims experience.

At December 31, 2017, we had established a future loss reserve of $190.0 million related to our long-term care business as the aggregate liability was not deficient, but our projections of estimated future profits (losses) indicated that profits would be recognized in earlier periods, followed by losses in later periods. Such reserves were calculated based on our estimate of the amount necessary to offset the losses in future periods and were established during the period the block was profitable. We estimated the future losses based on our current best estimates of morbidity, persistency, premium rates, maintenance expense and investment yields, which estimates were generally updated annually. As a result of the reinsurance transaction in September 2018, our projections of estimated future profits on the retained long-term care business indicated that there were no aggregate losses in future periods. Accordingly, the future loss reserve on this block of business was no longer required and the reserve was released and reflected as a component of the loss on the reinsurance transaction.

At December 31, 2017, we increased our long-term care reserves by $266.1 million to reflect the deficiency reserves that would have been recorded if our fixed maturity securities, available for sale, had been sold at their stated aggregate fair value and the proceeds reinvested at current yields. At December 31, 2018, such an increase is no longer required given the change in projected future profits (losses) reflecting the reinsurance transaction completed in September 2018 and the unrealized gains related to our fixed maturity securities, available for sale, at December 31, 2018.

The significant assumptions used to calculate the liability for due and unpaid claims, claims in the course of settlement and incurred but not reported claims are based on historical claim payment patterns and include assumptions related to the number of claims and the size and timing of claim payments. These assumptions are updated quarterly to reflect the most current information regarding claim payment patterns. In order to determine the accuracy of our prior estimates, we calculate the total redundancy (deficiency) of our prior claim reserve estimates. The 2017 claim reserve deficiency for long-term care claim reserves in our Bankers Life segment, as measured at December 31, 2018 , was approximately $6.4 million.

Estimates of unpaid losses related to long-term care business have a higher degree of uncertainty than estimates for our other products due to the range of ultimate duration of these claims and the resulting variability in their cost (in addition to the variations in the lag time in reporting claims).  As an example, an increase in the loss ratio of 5 percentage points for claims incurred in 2018 related to our long-term care business would have resulted in an immediate decrease in our earnings of approximately $13 million.   Our financial results depend significantly upon the extent to which our actual claims experience is consistent with the assumptions we used in determining our reserves and pricing our products.  If our assumptions with respect to future claims are incorrect, and our reserves are insufficient to cover our actual losses and expenses, we would be required to increase our liabilities, which would negatively affect our operating results.

Accounting for certain marketing agreements

Bankers Life has entered into various distribution and marketing agreements with other insurance companies to use Bankers Life's career agents to distribute prescription drug and Medicare Advantage plans. These agreements allow Bankers Life to offer these products to current and potential future policyholders without investment in management and infrastructure. We receive fee income related to the plans sold through our distribution channels and incur distribution expenses paid to our agents who sell such products. As further discussed in the note to the consolidated financial statements entitled "Summary of Significant Accounting Policies - Recently Issued Accounting Standards - Adopted Accounting Standards", we adopted the new revenue recognition guidance which was effective January 1, 2018. The adoption of this new guidance had no impact on the fee revenue we recognized in any calendar year, but did impact the amounts we recognized during each quarterly period within a calendar year.

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The following summarizes the fee revenue, net of distribution expenses, earned through these marketing agreements (dollars in millions):

	
												
 	2018	 	2017	 	2016	
Fee revenue:	 	 	 	 	 	
Medicare Advantage contracts	$	30.3		 	$	24.6		 	$	23.2		
PDP contracts	2.9		 	3.3		 	3.1		
Total revenue	33.2		 	27.9		 	26.3		
Distribution expenses	13.3		 	10.9		 	9.3		
Fee revenue, net of distribution expenses	$	19.9		 	$	17.0		 	$	17.0		

Income Taxes

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

A reduction of the net carrying amount of deferred tax assets by establishing a valuation allowance is required if, based on the available evidence, it is more likely than not that such assets will not be realized. In assessing the need for a valuation allowance, all available evidence, both positive and negative, shall be considered to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. This assessment requires significant judgment and considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of carryforward periods, our experience with operating loss and tax credit carryforwards expiring unused, and tax planning strategies. We evaluate the need to establish a valuation allowance for our deferred income tax assets on an ongoing basis. The realization of our deferred tax assets depends upon generating sufficient future taxable income of the appropriate type during the periods in which our temporary differences become deductible and before our NOLs expire.

Based on our assessment, it appears more likely than not that $604.7 million of our total deferred tax assets of $798.4 million will be realized through future taxable earnings. Accordingly, we have established a deferred tax valuation allowance of $193.7 million at December 31, 2018 ( $189.9 million of which relates to our net federal operating loss carryforwards and $3.8 million relates to state operating deferred tax assets). As a result of the completion of the long-term care reinsurance transaction in the third quarter of 2018, we increased the valuation allowance for deferred tax assets by $104.8 million . The increase in life company NOLs generated by the tax loss on the reinsurance transaction is expected to impact our ability to utilize non-life NOLs in the future. Accordingly, we increased the valuation allowance for deferred taxes by $104.8 million . We will continue to assess the need for a valuation allowance in the future. If future results are less than projected, an increase to the valuation allowance may be required to reduce the deferred tax asset, which could have a material impact on our results of operations in the period in which it is recorded.
 
We use a deferred tax valuation model to assess the need for a valuation allowance. Our model is adjusted to reflect changes in our projections of future taxable income including changes resulting from the Tax Reform Act, investment strategies, the impact of the sale or reinsurance of business and the recapture of business previously ceded. Our estimates of future taxable income are based on evidence we consider to be objective and verifiable.

At December 31, 2018 , our projection of future taxable income for purposes of determining the valuation allowance is based on our adjusted average annual taxable income which is assumed to increase by approximately 3.5 percent for the next five years, and level taxable income thereafter. In the projections used for our analysis, our adjusted average taxable income of approximately $465 million consisted of $85 million of non-life taxable income and $380 million of life taxable income.

Based on our assessment, we recognized a decrease to the allowance for deferred tax assets of $104.6 million in 2018 . We have evaluated the recovery of our deferred tax assets and assessed the effect of limitations and/or interpretations on their value and have concluded that it is more likely than not that the value recognized will be fully realized in the future.

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Changes in our valuation allowance are summarized as follows (dollars in millions):

	
					
Balance, December 31, 2015	$	213.5		 	
Increase in 2016	26.7		(a)	
Balance, December 31, 2016	240.2		 	
Decrease in 2017	(166.8	)	(b)	
Cumulative effect of accounting change	15.7		(c)	
Balance, December 31, 2017	89.1		 	
Increase in 2018	104.6		(d)	
Balance, December 31, 2018	$	193.7		 	
___________________
		
(a)	The 2016 increase to the deferred tax valuation allowance primarily resulted from additional non-life NOLs due to the settlement with the IRS.	
		
(b)	The 2017 decrease to the deferred tax valuation allowance includes: (i) $138.1 million related to a reduction in the federal corporate income tax rate and other changes from the Tax Reform Act; (ii) $13.4 million of reductions to the deferred tax valuation allowance primarily related to the recognition of capital gains; and (iii) $15.3 million of reductions in the deferred tax valuation allowance reflecting higher current year taxable income than previously reflected in our deferred tax valuation model.	
		
(c)	Effective January 1, 2017, the Company adopted new authoritative guidance related to several aspects of the accounting for share-based payment transactions, including the income tax consequences. Under the new guidance, any excess tax benefits are recognized as an income tax benefit in the income statement. The new guidance is applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings for all tax benefits that were not previously recognized because the related tax deduction had not reduced taxes payable. The Company had NOL carryforwards of $15.7 million related to deductions for stock options and restricted stock on the date of adoption. However, a corresponding valuation allowance of $15.7 million was recognized as a result of adopting this guidance. Therefore, there was no impact to our consolidated financial statements related to the initial adoption of this provision of the new guidance.	
		
(d)	The 2018 increase to the deferred tax valuation allowance includes: (i) an increase of $104.8 million due to the life NOLs generated by the tax loss on the long-term care reinsurance transaction; and (ii) other changes netting to $(.2) million .	

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

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).  This limitation is the primary reason a valuation allowance for NOLs is required. 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 of the Code imposes limitations on a corporation's ability to use its NOLs when the company undergoes a 50 percent ownership change over a three-year period.  Future transactions and the timing of such transactions could cause an ownership change for Section 382 income tax purposes.  Such transactions may include, but are not limited to, additional repurchases under our securities repurchase program, issuances of common stock and acquisitions or sales of shares of CNO stock by certain holders of our shares, including persons who have held, currently hold or may accumulate in the future five percent or more of our outstanding common stock for their own account.  Many of these transactions are beyond our control.  If an 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 ( 2.51 percent at December 31, 2018 ), and the annual restriction could limit our ability to use a substantial portion of our NOLs to offset future taxable income.  We regularly monitor ownership change (as calculated for purposes of Section 382) and, as of December 31, 2018 , 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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Pursuant to the Tax Reform Act, NOLs generated subsequent to 2017 do not have an expiration date. We have $3.3 billion of federal NOLs as of December 31, 2018 , as summarized below (dollars in millions):

	
					
 	 	Net operating loss	
Year of expiration	 	carryforwards	
2023	 	$	1,751.9		
2025	 	85.2		
2026	 	149.9		
2027	 	10.8		
2028	 	80.3		
2029	 	213.2		
2030	 	.3		
2031	 	.2		
2032	 	44.4		
2033	 	.6		
2034	 	.9		
2035	 	.8		
Total federal non-life NOLs	 	2,338.5		
Post 2017 life NOLs with no expiration	 	923.9		
Total federal NOLs	 	$	3,262.4		

The loss on the reinsurance transaction that was completed in September 2018 resulted in a life NOL of $930.7 million . The life NOL is expected to be used to offset 80 percent of our future life insurance company taxable income due to limitations prescribed in the Tax Reform Act. Our life NOL has no expiration date and we expect it to be fully utilized over the next three to four years, depending on the level of life taxable income during such period. Our non-life NOLs can be used to offset 35 percent of remaining life insurance company taxable income after application of the life NOLs, until all non-life NOLs are utilized or expire.
We also had deferred tax assets related to NOLs for state income taxes of $14.5 million and $9.3 million at December 31, 2018 and 2017 , respectively.  The related state NOLs are available to offset future state taxable income in certain states through 2033.

There were no unrecognized tax benefits in either 2018 or 2017.

In the fourth quarter of 2016, we reached a settlement with the IRS related to two uncertain tax positions: (i) $280.7 million of life NOLs and $130.0 million of non-life NOLs related to the classification of the loss on our investment in Conseco Senior Health Insurance Company when it was transferred to an independent trust in 2008; and (ii) $66.7 million of non-life NOLs related to a bad debt deduction with respect to a stock purchase loan made by our Predecessor to a member of its board of directors. The settlement resulted in a reduction to tax expense of approximately $118.7 million in the fourth quarter of 2016 (the period in which these matters were settled and the fully executed documentation was received). The $118.7 million benefit includes: (i) a $98.2 million tax benefit related to additional life NOLs; (ii) a $17.1 million tax benefit related to additional non-life NOLs (net of an increase to the deferred tax valuation allowance of $51.7 million ); and (iii) a $3.4 million reduction in interest recognized in prior periods on alternative minimum tax that will no longer be required to be paid.

The Company’s various state income tax returns are generally open for tax years beginning in 2015, based on individual state statutes of limitation. Generally, for tax years which generate NOLs, capital losses or tax credit carryforwards, the statute remains open until the expiration of the statute of limitations for the tax year in which such carryforwards are utilized. The outcome of tax audits cannot be predicted with certainty. If the Company’s tax audits are not resolved in a manner consistent with management’s expectations, the Company may be required to adjust its provision for income taxes.

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Liabilities for Insurance Products

At December 31, 2018 , the total balance of our liabilities for insurance products was $23.5 billion . These liabilities are generally payable over an extended period of time and the profitability of the related products is dependent on the pricing of the products and other factors. Differences between our expectations when we sold these products and our actual experience could result in future losses.

We calculate and maintain reserves for the future payment of claims to our policyholders based on actuarial assumptions. For our insurance products, we establish an active life reserve, a liability for due and unpaid claims, claims in the course of settlement and incurred but not reported claims. In addition, for our health insurance business, we establish a reserve for the present value of amounts not yet due on claims. Many factors can affect these reserves and liabilities, such as economic and social conditions, inflation, hospital and pharmaceutical costs, changes in doctrines of legal liability and extra-contractual damage awards. We establish liabilities for annuity and interest-sensitive life products equal to the accumulated policy account values, which include an accumulation of deposit payments plus credited interest, less withdrawals and the amounts assessed against the policyholder through the end of the period. In addition, policyholder account values for certain interest-sensitive life products are impacted by our assumptions related to changes of certain NGEs that we are allowed to make under the terms of the policy, such as cost of insurance charges, expense loads, credited interest rates and policyholder bonuses. Therefore, our reserves and liabilities are necessarily based on numerous estimates and assumptions as well as historical experience. Establishing reserves is an uncertain process, and it is possible that actual claims will materially exceed our reserves and have a material adverse effect on our results of operations and financial condition. Our financial results depend significantly upon the extent to which our actual claims experience is consistent with the assumptions we used in determining our reserves and pricing our products. If our assumptions with respect to future claims are incorrect, and our reserves are insufficient to cover our actual losses and expenses, we would be required to increase our liabilities, which would negatively affect our operating results. Liabilities for insurance products are calculated using management's best judgments, based on our past experience and standard actuarial tables, of mortality, morbidity, lapse rates, investment experience and expense levels.

Accounting for Long-term Care Premium Rate Increases

Many of our long-term care policies have been subject to premium rate increases. In some cases, these premium rate increases were materially consistent with the assumptions we used to value the particular block of business at the Effective Date. With respect to certain premium rate increases, some of our policyholders were provided an option to cease paying their premiums and receive a non-forfeiture option in the form of a paid-up policy with limited benefits. In addition, our policyholders could choose to reduce their coverage amounts and premiums in the same proportion, when permitted by our contracts or as required by regulators. The following describes how we account for these policyholder options:

•	Premium rate increases - If premium rate increases reflect a change in our previous rate increase assumptions, the new assumptions are not reflected prospectively in our reserves. Instead, the additional premium revenue resulting from the rate increase is recognized as earned and original assumptions continue to be used to determine changes to liabilities for insurance products unless a premium deficiency exists.	

•	Benefit reductions - If there is a premium rate increase on one of our long-term care policies, a policyholder may choose reduced coverage with a proportionate reduction in premium, when permitted by our contracts. This option does not require additional underwriting. Benefit reductions are treated as a partial lapse of coverage, and the balance of our reserves and deferred insurance acquisition costs is reduced in proportion to the reduced coverage.	

•	Non-forfeiture benefits offered in conjunction with a rate increase - In some cases, non-forfeiture benefits are offered to policyholders who wish to lapse their policies at the time of a significant rate increase. In these cases, exercise of this option is treated as an extinguishment of the original contract and issuance of a new contract. The balance of our reserves and deferred insurance acquisition costs are released, and a reserve for the new contract is established.	

Some of our policyholders may receive a non-forfeiture benefit if they cease paying their premiums pursuant to their original contract (or pursuant to changes made to their original contract as a result of a litigation settlement made prior to the Effective Date or an order issued by the Florida Office of Insurance Regulation). In these cases, exercise of this option is treated as the exercise of a policy benefit, and the reserve for premium paying benefits is reduced, and the reserve for the non-forfeiture benefit is adjusted to reflect the election of this benefit.

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Liabilities for Loss Contingencies Related to Lawsuits

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

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

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RESULTS OF OPERATIONS

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

	
												
 	2018	 	2017	 	2016	
Pre-tax operating earnings (a non-GAAP measure) (a):	 	 	 	 	 	
Bankers Life	$	340.6		 	$	367.5		 	$	375.6		
Washington National	121.9		 	98.3		 	102.9		
Colonial Penn	14.8		 	22.6		 	1.7		
Long-term care in run-off	22.9		 	53.1		 	18.4		
Corporate operations	(119.0	)	 	(86.8	)	 	(88.3	)	
 	381.2		 	454.7		 	410.3		
Loss related to reinsurance transactions:	 	 	 	 	 	
Corporate operations	(704.2	)	 	—		 	(75.4	)	
 	(704.2	)	 	—		 	(75.4	)	
Net realized investment gains (losses), net of related amortization:	 	 	 	 	 	
Bankers Life	13.5		 	29.8		 	(5.3	)	
Washington National	(9.9	)	 	11.7		 	19.4		
Colonial Penn	(2.4	)	 	—		 	(.2	)	
Long-term care in run-off	(4.5	)	 	10.8		 	(3.6	)	
Corporate operations	(7.6	)	 	(3.0	)	 	(2.7	)	
 	(10.9	)	 	49.3		 	7.6		
Fair value changes in embedded derivative liabilities, net of related amortization:	 	 	 	 	 	
Bankers Life	55.0		 	(2.7	)	 	9.4		
Washington National	.5		 	.2		 	.2		
 	55.5		 	(2.5	)	 	9.6		
Earnings attributable to VIEs:	 	 	 	 	 	
Corporate operations	1.6		 	(8.8	)	 	(2.0	)	
Net revenue pursuant to transition and support services agreements, net of taxes:	 	 	 	 	 	
Corporate operations	.1		 	—		 	—		
Fair value changes and amendment related to agent deferred compensation plan:	 	 	 	 	 	
Corporate operations	11.9		 	(12.2	)	 	3.1		
Income (loss) before income taxes:	 	 	 	 	 	
Bankers Life	409.1		 	394.6		 	379.7		
Washington National	112.5		 	110.2		 	122.5		
Colonial Penn	12.4		 	22.6		 	1.5		
Long-term care in run-off	18.4		 	63.9		 	14.8		
Corporate operations	(817.2	)	 	(110.8	)	 	(165.3	)	
Income (loss) before income taxes	$	(264.8	)	 	$	480.5		 	$	353.2		

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____________________
		
(a)	These non-GAAP measures as presented in the above table and in the following segment financial data and discussions of segment results exclude the loss related to reinsurance transactions, net realized investment gains (losses), fair value changes in embedded derivative liabilities, net of related amortization, fair value changes and amendment related to the agent deferred compensation plan, other non-operating items consisting primarily of earnings attributable to VIEs and before income taxes.  These are considered non-GAAP financial measures.  A non-GAAP measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.	

These non-GAAP financial measures of "pre-tax operating earnings" differ from "income (loss) before income taxes" as presented in our consolidated statement of operations prepared in accordance with GAAP due to the exclusion of the loss related to reinsurance transactions, realized investment gains (losses), fair value changes in embedded derivative liabilities, net of related amortization, fair value changes and amendment related to the agent deferred compensation plan and other non-operating items consisting primarily of earnings attributable to VIEs.  We measure segment performance excluding these items because we believe that this performance measure is a better indicator of the ongoing businesses and trends in our business. Our primary investment focus is on investment income to support our liabilities for insurance products as opposed to the generation of realized investment gains (losses), and a long-term focus is necessary to maintain profitability over the life of the business. Realized investment gains (losses), fair value changes in embedded derivative liabilities, fair value changes related to the agent deferred compensation plan and earnings attributable to VIEs depend on market conditions and do not necessarily relate to decisions regarding the underlying business of our segments.  However, "pre-tax operating earnings" does not replace "income (loss) before income taxes" as a measure of overall profitability.

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

General: CNO is the top tier holding company for a group of insurance companies operating throughout the United States that develop, market and administer health insurance, annuity, individual life insurance and other insurance products. We distribute these products through our Bankers Life segment, which utilizes a career agency force, through our Washington National segment, which utilizes independent producers and through our Colonial Penn segment, which utilizes direct response marketing. We also have a Long-term care in run-off segment that consists of: (i) the long-term care business that was recaptured due to the termination of certain reinsurance agreements effective September 30, 2016 (such business is not actively marketed and was issued or acquired by Washington National and BCLIC); and (ii) certain legacy (prior to 2003) comprehensive and nursing home long-term care policies that were ceded in September 2018 (such business is not actively marketed and was issued by Bankers Life). Beginning in the fourth quarter of 2018, the earnings of this segment only reflect the long-term care business that was recaptured in September 2016 as the legacy long-term care business was ceded under a 100% indemnity coinsurance agreement in September 2018.

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Bankers Life (dollars in millions)

	
												
 	2018	 	2017	 	2016	
Premium collections:	 	 	 	 	 	
Annuities	$	1,163.2		 	$	1,030.6		 	$	970.0		
Medicare supplement and other supplemental health	1,019.0		 	1,025.1		 	1,028.5		
Life	466.0		 	462.4		 	461.1		
Total collections	$	2,648.2		 	$	2,518.1		 	$	2,459.6		
Average liabilities for insurance products:	 	 	 	 	 		
Fixed index annuities	$	5,788.9		 	$	5,139.6		 	$	4,527.8		
Fixed interest annuities	2,590.1		 	2,899.5		 	3,188.2		
SPIAs and supplemental contracts:	 	 	 	 	 	
Mortality based	147.9		 	160.5		 	174.9		
Deposit based	144.1		 	149.0		 	153.7		
Health:	 	 	 	 	 	
Long-term care	1,907.1		 	1,805.1		 	1,703.2		
Medicare supplement	314.3		 	334.9		 	336.8		
Other health	59.8		 	55.9		 	50.3		
Life:	 	 	 	 	 	
Interest sensitive	829.1		 	778.2		 	714.6		
Non-interest sensitive	1,159.8		 	1,089.9		 	1,018.0		
Total average liabilities for insurance products, net of reinsurance ceded	$	12,941.1		 	$	12,412.6		 	$	11,867.5		
Broker dealer and registered investment advisor client assets:	 	 	 	 	 	
Net new client assets (a)	 	 	 	 	 	
Brokerage	$	40.5		 	$	35.0		 	 	
Advisory	157.0		 	116.0		 	 	
Total	$	197.5		 	$	151.0		 			
Client assets at end of period (b)	 	 	 	 	 	
Brokerage	$	794.1		 	$	831.3		 	 	
Advisory	310.8		 	171.3		 	 	
Total	$	1,104.9		 	$	1,002.6		 			

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 	2018	 	2017	 	2016	
Revenues:	 	 	 	 	 	
Insurance policy income	$	1,458.5		 	$	1,473.7		 	$	1,450.2		
Net investment income:	 	 	 	 	 	
General account invested assets	804.4		 	764.7		 	724.2		
Fixed index products	(41.5	)	 	153.5		 	27.3		
Fee revenue and other income	51.9		 	44.1		 	34.4		
Total revenues	2,273.3		 	2,436.0		 	2,236.1		
Expenses:	 	 	 	 	 	
Insurance policy benefits	1,175.3		 	1,151.6		 	1,080.0		
Amounts added to policyholder account balances:	 	 	 	 	 	
Cost of interest credited to policyholders	98.1		 	105.0		 	110.8		
Cost of options to fund index credits, net of forfeitures	81.4		 	63.7		 	66.1		
Market value changes credited to policyholders	(42.9	)	 	154.6		 	26.3		
Amortization related to operations	171.3		 	153.3		 	163.9		
Interest expense on investment borrowings	29.7		 	19.8		 	13.2		
Other operating costs and expenses	419.8		 	420.5		 	400.2		
Total benefits and expenses	1,932.7		 	2,068.5		 	1,860.5		
Income before net realized investment gains (losses), net of related amortization, and fair value changes in embedded derivative liabilities, net of related amortization, and income taxes	340.6		 	367.5		 	375.6		
Net realized investment gains (losses)	13.2		 	30.8		 	(4.9	)	
Amortization related to net realized investment gains (losses)	.3		 	(1.0	)	 	(.4	)	
Net realized investment gains (losses), net of related amortization	13.5		 	29.8		 	(5.3	)	
Insurance policy benefits - fair value changes in embedded derivative liabilities	66.7		 	(3.4	)	 	10.7		
Amortization related to fair value changes in embedded derivative liabilities	(11.7	)	 	.7		 	(1.3	)	
Fair value changes in embedded derivative liabilities, net of related amortization	55.0		 	(2.7	)	 	9.4		
Income before income taxes	$	409.1		 	$	394.6		 	$	379.7		

	
												
 	2018	 	2017	 	2016	
Health benefit ratios:	 	 	 	 	 	
All health lines:	 	 	 	 	 	
Insurance policy benefits	$	876.1		 	$	853.0		 	$	854.9		
Benefit ratio (c)	85.6	%	 	82.2	%	 	82.6	%	
Medicare supplement:	 	 	 	 	 	
Insurance policy benefits	$	571.8		 	$	550.6		 	$	556.2		
Benefit ratio (c)	74.5	%	 	70.8	%	 	71.9	%	
Long-term care:	 	 	 	 	 	
Insurance policy benefits	$	304.3		 	$	302.4		 	$	298.7		
Benefit ratio (c)	119.0	%	 	116.2	%	 	113.9	%	
Interest-adjusted benefit ratio (d)	76.0	%	 	75.0	%	 	75.3	%	
______________
		
(a)	Net new client assets includes total inflows of cash and securities into brokerage and managed advisory accounts less outflows. Inflows include interest and dividends and exclude changes due to market fluctuations.	
		
(b)	Client assets include cash and securities in brokerage and managed advisory accounts.	

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

These non-GAAP financial measures of "interest-adjusted benefit ratios" differ from "benefit ratios" due to the deduction of imputed interest income on the accumulated assets backing the insurance liabilities from the product's insurance policy benefits used to determine the ratio. Interest income is an important factor in measuring the performance of health products that are expected to be inforce for a longer duration of time, are not subject to unilateral changes in provisions (such as non-cancelable or guaranteed renewable contracts) and require the performance of various functions and services (including insurance protection) for an extended period of time. The net cash flows from long-term care products generally cause an accumulation of amounts in the early years of a policy (accounted for as reserve increases) that will be paid out as benefits in later policy years (accounted for as reserve decreases). Accordingly, as the policies age, the benefit ratio will typically increase, but the increase in benefits will be partially offset by the imputed interest income earned on the accumulated assets. The interest-adjusted benefit ratio reflects the effects of such interest income offset (which is equal to the tabular interest on the related insurance liabilities). Since interest income is an important factor in measuring the performance of this product, management believes a benefit ratio that includes the effect of interest income is useful in analyzing product performance. We utilize the interest-adjusted benefit ratio in measuring segment performance because we believe that this performance measure is a better indicator of the ongoing businesses and trends in the business. However, the "interest-adjusted benefit ratio" does not replace the "benefit ratio" as a measure of current period benefits to current period insurance policy income. Accordingly, management reviews both "benefit ratios" and "interest-adjusted benefit ratios" when analyzing the financial results attributable to these products. The imputed investment income earned on the accumulated assets backing Bankers Life's long-term care reserves was $110.1 million, $107.1 million and $101.2 million in 2018 , 2017 and 2016 , respectively.

Bankers Life is the marketing brand of various affiliated companies of CNO Financial Group including, Bankers Life and Casualty Company, Bankers Life Securities, Inc., and Bankers Life Advisory Services, Inc. Non-affiliated insurance products are offered through Bankers Life General Agency, Inc. (dba BL General Insurance Agency, Inc., AK, AL, CA, NV, PA). Agents who are financial advisors are registered with Bankers Life Securities, Inc.
Securities and variable annuity products and services are offered by Bankers Life Securities, Inc. Member FINRA/SIPC, (dba BL Securities, Inc., AL, GA, IA, IL, MI, NV, PA). Advisory products and services are offered by Bankers Life Advisory Services, Inc. SEC Registered Investment Adviser (dba BL Advisory Services, Inc., AL, GA, IA, MT, NV, PA). Home Office: 111 East Wacker Drive, Suite 1900, Chicago, IL 60601.

Total premium collections were $2,648.2 million in 2018 , up 5.2 percent from 2017 , and $2,518.1 million in 2017 , up 2.4 percent from 2016 . See "Premium Collections" for further analysis of Bankers Life's premium collections.

Average liabilities for insurance products, net of reinsurance ceded were $12.9 billion in 2018 , up 4.3 percent from 2017 and $12.4 billion in 2017 , up 4.6 percent from 2016 . The increase in average liabilities for insurance products is primarily due to new sales and the amounts added to policyholder account balances on interest-sensitive products.

Broker dealer and registered investment advisor client assets totaled $1,104.9 million and $1,002.6 million at December 31, 2018 and 2017 , respectively, with net inflows of $197.5 million and $151.0 million in 2018 and 2017 , respectively.

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 portfolios) increased 5.2 percent, to $804.4 million , in 2018 and increased 5.6 percent, to $764.7 million , in 2017 . In 2018 and 2017 , net investment income reflects higher investment income from alternative investments compared to 2016. Such increases reflect higher returns from credit, private equity, and equity related strategies and a larger average alternative investment portfolio compared to 2016. Investment income from alternative investments was $48.7 million and $26.2 million in 2018 and 2017, respectively. In addition, prepayment income (including call premiums) was $18.6 million and $27.7 million in 2018 and 2017, respectively.

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Net investment income related to fixed index products represents the change in the estimated fair value of options which are purchased in an effort to offset or hedge certain potential benefits accruing to the policyholders of our fixed index products. Our fixed index products are designed so that investment income spread is expected to be more than adequate to cover the cost of the options and other costs related to these policies.  Net investment income (loss) related to fixed index products was $(41.5) million , $153.5 million and $27.3 million in 2018 , 2017 and 2016 , respectively. Such amounts were substantially offset by the corresponding charge (credit) to amounts added to policyholder account balances - market value changes credited to policyholders . Such income and related charges fluctuate based on the value of options embedded in the segment's fixed index annuity policyholder account balances subject to this benefit and to the performance of the index to which the returns on such products are linked.

Fee revenue and other income was $51.9 million , $44.1 million and $34.4 million in 2018 , 2017 and 2016 , respectively. We recognized fee income of $33.2 million, $27.9 million and $26.3 million in 2018 , 2017 and 2016 , respectively, pursuant to distribution and marketing agreements to sell Medicare Advantage and PDP products of other insurance companies. The remaining increase in 2018 and 2017 is primarily attributable to fee income earned by our broker-dealer and registered investment advisor subsidiaries.

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.

In the fourth quarter of 2018, we completed our comprehensive review of actuarial assumptions. Such review resulted in a decrease to reserves of $5.2 million and an increase in amortization of $8.3 million including the net impact from changes to spread and persistency assumptions related to fixed index and fixed interest annuities. In the fourth quarter of 2017, our comprehensive review resulted in a decrease in reserves of $9.0 million and a decrease in amortization of $1.8 million including the net impact of changes to mortality assumptions related to interest-sensitive life products. In the fourth quarter of 2016, our comprehensive review resulted in a decrease in reserves of $42.6 million and a decrease in amortization of $3.2 million including the net impact from changes to spread and persistency assumptions related to fixed index annuities.

The Medicare supplement business consists of both individual and group policies.  Government regulations generally require us to attain and maintain a ratio of total benefits incurred to total premiums earned (excluding changes in policy benefit reserves), after three years from the original issuance of the policy and over the lifetime of the policy, of not less than 65 percent on individual products and not less than 75 percent on group products, as determined in accordance with statutory accounting principles.  Since the insurance product liabilities we establish for Medicare supplement business are subject to significant estimates, the ultimate claim liability we incur for a particular period is likely to be different than our initial estimate. Our benefit ratios were 74.5 percent , 70.8 percent and 71.9 percent in 2018 , 2017 and 2016 , respectively. The benefit ratio in 2018 reflected lower margins due to the expansion of the use of the Medicare crossover claims process for all of this segment's Medicare supplement business. The Medicare crossover process is a claims payment platform that provides for straight through processing of provider claims. As expected, this new process increased the reporting of smaller claims, resulting in a higher benefit ratio in 2018 . Implementation of this process is expected to increase efficiency, improve payment accuracy and increase customer satisfaction over time. The 2018 benefit ratio was also impacted by the following: (i) our claim experience in 2017 and 2016 was favorable compared to our expectations, resulting in lower premium increases for 2018; and (ii) we have observed unfavorable trends in our claims, especially with respect to claims for physician administered drugs. Annually, we review our loss experience on these products and when appropriate, apply for actuarially justified rate increases. The next effective date for rate increases for the majority of these policies is January 1, 2020. Our insurance policy benefits reflected favorable (unfavorable) reserve developments of prior period claim reserves of approximately $.7 million, $6.0 million and $(1.9) million in 2018 , 2017 and 2016 , respectively. Excluding the effects of prior period claim reserve redundancies and deficiencies, our benefit ratios would have been 74.5 percent, 71.5 percent and 71.7 percent in 2018 , 2017 and 2016 , respectively. We currently expect the benefit ratio on this Medicare supplement business to be in the range of 73 percent to 77 percent during 2019.

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 119.0 percent , 116.2 percent and 113.9 percent in 2018 , 2017 and 2016 , respectively.  The interest-adjusted benefit ratio on this business was 76.0 percent , 75.0 percent and 75.3 percent in 2018 , 2017 and 2016 , respectively.  The interest-adjusted benefit ratio in 2017 was favorably impacted by $3.4 million of one-time reserve releases which was comprised of: (i) $1.9 million related to lower persistency (including the results of procedures performed to identify policies that had terminated

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prior to June 30, 2017 due to death); (ii) $.9 million related to an out-of-period adjustment that reduced reserves; and (iii) $.6 million related to the impact of policyholder decisions to surrender or reduce coverage following rate increases. The interest-adjusted benefit ratio in 2016 was favorably impacted by reserve releases of $2.6 million related to policyholder decisions to surrender or reduce coverage following rate increases. The interest-adjusted benefit ratio in 2017 and 2016 , excluding such favorable reserve releases, was 76.3 percent in both years.

We currently expect the interest-adjusted benefit ratio on this long-term care business to be in the range of 74 percent to 79 percent during 2019. Since the insurance product liabilities we establish for the 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.  When policies lapse, active life reserves for such lapsed policies are released, resulting in decreased insurance policy benefits (although such decrease is somewhat offset by additional amortization expense).

Amounts added to policyholder account balances - cost of interest credited to policyholders were $98.1 million , $105.0 million and $110.8 million in 2018 , 2017 and 2016 , respectively. The weighted average crediting rates for these products was 2.8 percent in 2018 , 2017 and 2016 . The average liabilities of the fixed interest annuity block were $2.6 billion , $2.9 billion and $3.2 billion in 2018 , 2017 and 2016 , respectively. The decrease in the liabilities related to these annuities reflects the lower sales of these products in the current low interest rate environment and consumer preference for fixed index products.

Amounts added to policyholder account balances for fixed index products represent a guaranteed minimum rate of return and a higher potential return that is based on a percentage (the "participation rate") of the amount of increase in the value of a particular index, such as the S&P 500 Index, over a specified period. Such amounts include our cost to fund the annual index credits, net of policies that are canceled prior to their anniversary date (classified as cost of options to fund index credits, net of forfeitures ). Market value changes in the underlying indices during a specified period of time are classified as market value changes credited to policyholders . Such market value changes are generally offset by the net investment income related to fixed index products discussed above.

Amortization related to operations includes amortization of deferred acquisition costs and the present value of future profits. Deferred acquisition costs and the present value of future profits are collectively referred to as "insurance acquisition costs". Insurance acquisition costs are generally amortized either: (i) in relation to the estimated gross profits for interest-sensitive life and annuity products; or (ii) in relation to actual and expected premium revenue for other products.  In addition, for interest-sensitive life and annuity products, we are required to adjust the total amortization recorded to date through the statement of operations if actual experience or other evidence suggests that earlier estimates of future gross profits should be revised. Accordingly, amortization for interest-sensitive life and annuity products is dependent on the profits realized during the period and on our expectation of future profits.  For other products, we amortize insurance acquisition costs in relation to actual and expected premium revenue, and amortization is only adjusted if expected premium revenue changes or if we determine the balance of these costs is not recoverable from future profits.  Amortization was impacted in each year by our comprehensive review of actuarial assumptions discussed above under insurance policy benefits . In addition, the lower amortization in 2017 generally reflected the favorable persistency experienced as compared to the prior year.

Interest expense on investment borrowings represents interest expense on collateralized borrowings as further described in the note to the consolidated financial statements entitled "Summary of Significant Accounting Policies - Investment Borrowings". The increase in interest expense is primarily due to higher interest rates on the variable rate investment borrowings.

Other operating costs and expenses in our Bankers Life segment were $419.8 million in 2018 , down .2 percent from 2017 , and were $420.5 million in 2017 , up 5.1 percent from 2016 . Such expenses in 2017 include $3.5 million for estimated future state guaranty association assessments, net of premium tax offsets, related to the liquidation of Penn Treaty Network America Insurance Company ("Penn Treaty"). Other operating costs and expenses include the following (dollars in millions):

	
												
 	2018	 	2017	 	2016	
Commission expense and agent manager benefits	$	69.0		 	$	69.5		 	$	70.1		
Other operating expenses	350.8		 	351.0		 	330.1		
Total	$	419.8		 	$	420.5		 	$	400.2		

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Net realized investment gains (losses) fluctuate each period. During 2018 , we recognized net realized investment gains of $13.2 million , which were comprised of: (i) $43.7 million of net gains from the sales of investments; (ii) a $24.1 million unfavorable change in the fair value of equity securities; (iii) the decrease in fair value of certain fixed maturity investments with embedded derivatives of $6.0 million; and (iv) $.4 million of writedowns of investments for other than temporary declines in fair value recognized through net income. During 2017 , we recognized net realized investment gains of $30.8 million , which were comprised of: (i) $22.1 million of net gains from the sales of investments; and (ii) the increase in fair value of certain fixed maturity investments with embedded derivatives of $8.7 million. During 2016, we recognized net realized investment losses of $4.9 million , which were comprised of: (i) $13.9 million of net gains from the sales of investments; (ii) the increase in fair value of certain fixed maturity investments with embedded derivatives of $.2 million; and (iii) $19.0 million of writedowns of investments for other than temporary declines in fair value recognized through net income ($21.5 million, prior to the $2.5 million of impairment losses recognized in accumulated other comprehensive income (loss)).

Amortization related to net realized investment gains (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 interest-sensitive life and annuity products at a gain (loss) and reinvest the proceeds at a different yield, we increase (reduce) the amortization of insurance acquisition costs in order to reflect the change in estimated gross profits due to the gains (losses) realized and the resulting effect on estimated future yields. Sales of fixed maturity investments resulted in an increase (decrease) in the amortization of insurance acquisition costs of $(.3) million, $1.0 million and $.4 million in 2018 , 2017 and 2016 , respectively.

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

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

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Washington National (dollars in millions)

	
												
 	2018	 	2017	 	2016	
Premium collections:	 	 	 	 	 	
Supplemental health and other health	$	613.0		 	$	589.1		 	$	567.4		
Medicare supplement	46.3		 	51.6		 	61.0		
Life	32.2		 	30.0		 	29.4		
Annuity	1.3		 	.9		 	1.5		
Total collections	$	692.8		 	$	671.6		 	$	659.3		
Average liabilities for insurance products:	 	 	 	 	 		
Fixed index annuities	$	283.3		 	$	314.2		 	$	350.2		
Fixed interest annuities	90.3		 	97.9		 	107.0		
SPIAs and supplemental contracts:	 	 	 	 	 	
Mortality based	219.5		 	232.1		 	248.6		
Deposit based	270.6		 	269.5		 	267.2		
Separate Accounts	4.8		 	4.7		 	4.7		
Health:	 	 	 	 	 	
Supplemental health	2,867.5		 	2,732.0		 	2,604.4		
Medicare supplement	20.7		 	24.8		 	28.3		
Other health	11.8		 	13.5		 	14.1		
Life:	 	 	 	 	 	
Interest sensitive life	149.2		 	149.2		 	150.3		
Non-interest sensitive life	166.6		 	175.0		 	179.8		
Total average liabilities for insurance products, net of reinsurance ceded	$	4,084.3		 	$	4,012.9		 	$	3,954.6		
Revenues:	 	 	 	 	 	
Insurance policy income	$	687.6		 	$	671.4		 	$	655.8		
Net investment income (loss):	 	 	 	 	 	
General account invested assets	261.1		 	257.5		 	256.2		
Fixed index products	(1.5	)	 	9.0		 	1.9		
Trading account income related to policyholder accounts	.2		 	3.7		 	1.2		
Fee revenue and other income	.9		 	1.0		 	1.3		
Total revenues	948.3		 	942.6		 	916.4		
Expenses:	 	 	 	 	 	
Insurance policy benefits	540.9		 	550.7		 	538.2		
Amounts added to policyholder account balances:	 	 	 	 	 	
Cost of interest credited to policyholders	12.8		 	12.9		 	13.8		
Cost of options to fund index credits, net of forfeitures	4.6		 	4.4		 	5.8		
Market value changes credited to policyholders	(1.8	)	 	13.1		 	3.9		
Amortization related to operations	55.8		 	58.8		 	59.1		
Interest expense on investment borrowings	10.8		 	6.3		 	3.7		
Other operating costs and expenses	203.3		 	198.1		 	189.0		
Total benefits and expenses	826.4		 	844.3		 	813.5		
Income before net realized investment gains (losses) and fair value changes in embedded derivative liabilities, net of related amortization, and income taxes	121.9		 	98.3		 	102.9		
Net realized investment gains (losses)	(10.0	)	 	11.7		 	19.7		
Amortization related to net realized investment gains (losses)	.1		 	—		 	(.3	)	
Net realized investment gains (losses), net of related amortization	(9.9	)	 	11.7		 	19.4		
Insurance policy benefits - fair value changes in embedded derivative liabilities	1.6		 	.5		 	.6		
Amortization related to fair value changes in embedded derivative liabilities	(1.1	)	 	(.3	)	 	(.4	)	
Fair value changes in embedded derivative liabilities, net of related amortization	.5		 	.2		 	.2		
Income before income taxes	$	112.5		 	$	110.2		 	$	122.5		

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 	2018	 	2017	 	2016	
Health benefit ratios:	 	 	 	 	 	
Supplemental health:	 	 	 	 	 	
Insurance policy benefits	$	486.0		 	$	489.8		 	$	469.3		
Benefit ratio (a)	79.5	%	 	83.2	%	 	83.0	%	
Interest-adjusted benefit ratio (b)	55.4	%	 	59.1	%	 	59.0	%	
Medicare supplement:	 	 	 	 	 	
Insurance policy benefits	$	32.8		 	$	37.0		 	$	42.7		
Benefit ratio (a)	68.9	%	 	68.1	%	 	68.4	%	

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

These non-GAAP financial measures of "interest-adjusted benefit ratios" differ from "benefit ratios" due to the deduction of imputed interest income on the accumulated assets backing the insurance liabilities from the product’s insurance policy benefits used to determine the ratio.  Interest income is an important factor in measuring the performance of health products that are expected to be inforce for a longer duration of time, are not subject to unilateral changes in provisions (such as non-cancelable or guaranteed renewable contracts) and require the performance of various functions and services (including insurance protection) for an extended period of time.  The net cash flows from supplemental health products generally cause an accumulation of amounts in the early years of a policy (accounted for as reserve increases) that will be paid out as benefits in later policy years (accounted for as reserve decreases).  Accordingly, as the policies age, the benefit ratio will typically increase, but the increase in benefits will be partially offset by the imputed interest income earned on the accumulated assets.  The interest-adjusted benefit ratio reflects the effects of such interest income offset (which is equal to the tabular interest on the related insurance liabilities). Since interest income is an important factor in measuring the performance of these products, management believes a benefit ratio that includes the effect of interest income is useful in analyzing product performance.  We utilize the interest-adjusted benefit ratio in measuring segment performance because we believe that this performance measure is a better indicator of the ongoing businesses and trends in the business.  However, the "interest-adjusted benefit ratio" does not replace the "benefit ratio" as a measure of current period benefits to current period insurance policy income. Accordingly, management reviews both "benefit ratios" and "interest-adjusted benefit ratios" when analyzing the financial results attributable to these products.  The imputed investment income earned on the accumulated assets backing the supplemental health reserves was $147.2 million, $141.7 million and $135.6 million in 2018 , 2017 and 2016 , respectively.

Total premium collections were $692.8 million in 2018 , up 3.2 percent from 2017 , and $671.6 million in 2017 , up 1.9 percent from 2016 , driven by sales and persistency of the segment's supplemental health block; partially offset by lower Medicare supplement collected premiums due to the run-off of this block of business. This segment no longer markets Medicare supplement products and no longer actively pursues sales of annuity products. See "Premium Collections" for further analysis of fluctuations in premiums collected by product.

Average liabilities for insurance products, net of reinsurance ceded were $4,084.3 million in 2018 , up 1.8 percent from 2017 , and $4,012.9 million in 2017 , up 1.5 percent from 2016 , reflecting an increase in the supplemental health block; partially offset by the run-off of the annuity blocks.

Insurance policy income is comprised of premiums earned on traditional insurance policies which provide mortality or morbidity coverage and fees and other charges assessed on other policies. Such income increased in recent periods as supplemental health premiums have increased consistent with sales; partially offset by the decrease in Medicare supplement premiums.

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Net investment income on general account invested assets (which excludes income on policyholder portfolios and reinsurer accounts) was $261.1 million in 2018 , $257.5 million in 2017 and $256.2 million in 2016 . Prepayment income (including call premiums) was $3.8 million, $5.9 million and $5.1 million in 2018 , 2017 and 2016 , respectively.

Net investment income related to fixed index products represents the change in the estimated fair value of options which are purchased in an effort to offset or hedge certain potential benefits accruing to the policyholders of our fixed index products. Our fixed index products are designed so that investment income spread is expected to be more than adequate to cover the cost of the options and other costs related to these policies. Net investment income (loss) related to fixed index products was $(1.5) million , $9.0 million and $1.9 million in 2018 , 2017 and 2016 , respectively. Such amounts were substantially offset by the corresponding charge to amounts added to policyholder account balances - market value changes credited to policyholders .  Such income and related charges fluctuate based on the value of options embedded in the segment's fixed index annuity policyholder account balances subject to this benefit and to the performance of the index to which the returns on such products are linked.

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

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

In the fourth quarter of 2018, we completed our comprehensive annual review of actuarial assumptions. Such review resulted in a decrease in amortization of $2.4 million, partially offset by an increase in reserves of $.2 million, primarily related to interest-sensitive life products. In the fourth quarter of 2017, our comprehensive review resulted in a $1 million increase in amortization of deferred acquisition costs related to interest-sensitive life products. In the fourth quarter of 2016, our comprehensive review had no material impact on this segment.

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) were 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 supplemental health products were $125.3 million, $98.7 million and $96.2 million in 2018 , 2017 and 2016 , respectively. The increase in margin on this block of business in 2018 reflects higher insurance policy income due to higher sales and growth in the block, as well as favorable claims and favorable development of prior period claim reserves. The benefit ratio on these products was 79.5 percent , 83.2 percent and 83.0 percent in 2018 , 2017 and 2016 , respectively. The interest-adjusted benefit ratio on this supplemental health business was 55.4 percent , 59.1 percent and 59.0 percent in 2018 , 2017 and 2016 , respectively. We currently expect the interest-adjusted benefit ratio on this supplemental health business to be in the range of 55 percent to 58 percent during 2019.

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

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insurance policy benefits) on these products were $14.8 million, $17.4 million and $19.8 million in 2018 , 2017 and 2016 , respectively. Such decrease reflects the run-off of this block of business.

Amounts added to policyholder account balances - cost of interest credited to policyholders were $12.8 million , $12.9 million and $13.8 million in 2018 , 2017 and 2016 , respectively.

Amounts added to policyholder account balances for fixed index products represent a guaranteed minimum rate of return and a higher potential return that is based on a percentage (the "participation rate") of the amount of increase in the value of a particular index, such as the S&P 500 Index, over a specified period. Such amounts include our cost to fund the annual index credits, net of policies that are canceled prior to their anniversary date (classified as cost of options to fund index credits, net of forfeitures ). Market value changes in the underlying indices during a specified period of time are classified as market value changes credited to policyholders . Such market value changes are generally offset by the net investment income related to fixed index products discussed above.

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

Interest expense on investment borrowings represents $10.8 million , $6.3 million and $3.7 million of interest expense on collateralized borrowings in 2018 , 2017 and 2016 , respectively, as further described in the note to the consolidated financial statements entitled "Summary of Significant Accounting Policies - Investment Borrowings". The increase in interest expense is due to higher interest rates on the variable rate investment borrowings.

Other operating costs and expenses were $203.3 million , $198.1 million and $189.0 million in 2018 , 2017 and 2016 , respectively. Such expenses in 2017 include $1.3 million for estimated future state guaranty association assessments, net of premium tax offsets, related to the liquidation of Penn Treaty. Other operating costs and expenses also include commission expense of $73.9 million, $69.8 million and $70.2 million in 2018 , 2017 and 2016 , respectively. The increase in commission expense is consistent with the growth in the supplemental health block.

Net realized investment gains (losses) fluctuate each period. During 2018 , we recognized net realized investment losses of $10.0 million , which were comprised of: (i) $1.8 million of net gains from the sales of investments; (ii) a $7.5 million unfavorable change in the fair value of equity securities; (iii) an increase in fair value of certain fixed maturity investments with embedded derivatives of $.9 million; (iv) the decrease in fair value of embedded derivatives related to a modified coinsurance agreement of $5.1 million; and (v) $.1 million of writedowns of investments for other than temporary declines in fair value which were recorded in earnings. During 2017, we recognized net realized investment gains of $11.7 million , which were comprised of: (i) $7.4 million of net gains from the sales of investments; (ii) the increase in fair value of certain fixed maturity investments with embedded derivatives of $2.5 million; (iii) the increase in fair value of embedded derivatives related to a modified coinsurance agreement of $2.8 million; and (iv) $1.0 million of writedowns of investments for other than temporary declines in fair value which were recorded in earnings. During 2016, we recognized net realized investment gains of $19.7 million , which were comprised of: (i) $24.7 million of net gains from the sales of investments; (ii) the decrease in fair value of certain fixed maturity investments with embedded derivatives of $.5 million; (iii) the increase in fair value of embedded derivatives related to a modified coinsurance agreement of $.8 million; and (iv) $5.3 million of writedowns of investments for other than temporary declines in fair value recognized through net income ($6.4 million, prior to the $1.1 million of impairment losses recognized in accumulated other comprehensive income (loss)).

Amortization related to net realized investment gains (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 interest-sensitive life and annuity products at a gain (loss) and reinvest the proceeds at a different yield (or when we have the intent to sell the impaired investments before an anticipated recovery in value occurs), we increase (reduce) the amortization of 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.

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

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

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Colonial Penn (dollars in millions)

	
												
 	2018	 	2017	 	2016	
Premium collections:	 	 	 	 	 	
Life	$	296.6		 	$	289.6		 	$	277.8		
Medicare supplement and other health	1.7		 	2.0		 	2.4		
Total collections	$	298.3		 	$	291.6		 	$	280.2		
Average liabilities for insurance products:	 	 	 	 	 		
SPIAs - mortality based	$	69.6		 	$	73.0		 	$	74.1		
Health:	 	 	 	 	 	
Medicare supplement	5.0		 	5.7		 	6.5		
Other health	3.7		 	4.1		 	4.2		
Life:	 	 	 	 	 	
Interest sensitive	14.7		 	15.5		 	16.2		
Non-interest sensitive	739.8		 	717.5		 	689.4		
Total average liabilities for insurance products, net of reinsurance ceded	$	832.8		 	$	815.8		 	$	790.4		
Revenues:	 	 	 	 	 	
Insurance policy income	$	298.6		 	$	291.8		 	$	281.4		
Net investment income on general account invested assets	44.6		 	44.4		 	44.2		
Fee revenue and other income	1.8		 	1.3		 	1.1		
Total revenues	345.0		 	337.5		 	326.7		
Expenses:	 	 	 	 	 	
Insurance policy benefits	206.6		 	199.0		 	201.2		
Amounts added to annuity and interest-sensitive life product account balances	.6		 	.6		 	.7		
Amortization related to operations	17.8		 	16.3		 	15.3		
Interest expense on investment borrowings	1.4		 	.9		 	.6		
Other operating costs and expenses	103.8		 	98.1		 	107.2		
Total benefits and expenses	330.2		 	314.9		 	325.0		
Income before net realized investment losses and income taxes	14.8		 	22.6		 	1.7		
Net realized investment losses	(2.4	)	 	—		 	(.2	)	
Income before income taxes	$	12.4		 	$	22.6		 	$	1.5		

This segment's results are significantly impacted by the accounting standard related to deferred acquisition costs. We are not able to defer most of Colonial Penn's direct response advertising costs although such costs generate predictable sales and future inforce profits. We plan to continue to invest in this segment's business, including the development of new products and markets. The amount of our investment in new business during a particular period will have a significant impact on this segment's results. We currently expect this segment to report earnings (before net realized investment gains (losses) and income taxes) in 2019 in the range of $12 million to $20 million, but because of the seasonality of advertising spend, we expect a loss in the range of $1 million to $3 million in the first quarter of 2019.

Total premium collections increased 2.3 percent, to $298.3 million , in 2018 and 4.1 percent, to $291.6 million , in 2017 . The increase was driven by recent sales activity and steady persistency. See "Premium Collections" for further analysis of Colonial Penn's premium collections.

Average liabilities for insurance products, net of reinsurance ceded have increased as a result of growth in the core graded benefit and simplified issue life insurance block in this segment.

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

Net investment income on general account invested assets increased slightly in 2018 and 2017 primarily due to the increase in invested assets as a result of growth in this segment.

Insurance policy benefits in 2018 and 2017 reflect growth in this segment. In addition, insurance policy benefits in 2018 reflect a $1.1 million out-of-period adjustment which increased reserves on a closed block of payout annuities in the first quarter of 2018 . Insurance policy benefits in 2017 reflect: (i) the favorable changes to liabilities for insurance products including a $2.5 million out-of-period adjustment and a $.5 million refinement to the calculation; and (ii) favorable mortality as compared to 2016. Insurance policy benefits in 2016 also reflected a $2.5 million increase in reserves related to the impact of loss recognition on a closed block of payout annuities resulting from changes in long-term interest rates and mortality assumptions.

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

Other operating costs and expenses in our Colonial Penn segment fluctuate primarily due to changes in the marketing expenses incurred to generate new business. Marketing expenses were higher in 2018 as compared to 2017 . The demand and cost of television advertising appropriate for Colonial Penn's campaigns has fluctuated widely in certain periods. We are disciplined with our marketing expenditures and will increase or decrease our advertising spend depending on prices.

Net realized investment gains (losses) fluctuate each period. During 2018 , we recognized net realized investment losses of $2.4 million , which were comprised of: (i) $1.8 million of net losses from the sales of investments; (ii) the decrease in fair value of certain fixed maturity investments with embedded derivatives of $.2 million; and (iii) a $.4 million unfavorable change in the fair value of equity securities. During 2017 , we recognized net realized investment gains of nil , which was comprised of: (i) $.7 million of net gains from the sales of investments; (ii) the increase in fair value of certain fixed maturity investments with embedded derivatives of $.3 million; and (iii) $1.0 million of writedowns of investments for other than temporary declines in fair value which were recorded in earnings. During 2016, we recognized net realized investment losses of $.2 million, which were comprised of: (i) $.7 million of net gains from the sales of investments; (ii) the decrease in fair value of certain fixed maturity investments with embedded derivatives of $.1 million; and (iii) $.8 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

Management believes that an analysis of Adjusted EBIT for Colonial Penn, separated between in-force and new business, provides increased clarity for this segment as the vast majority of the costs to generate new business in this segment are not deferrable and Adjusted EBIT will fluctuate based on management's decisions on how much marketing costs to incur in each period. Adjusted EBIT from new business includes pre-tax revenues and expenses associated with new sales of our insurance products during the first year after the sale is completed. Adjusted EBIT from in-force business includes all pre-tax revenues and expenses associated with sales of insurance products that were completed more than one year before the end of the reporting period. The allocation of certain revenues and expenses between new and in-force business is based on estimates, which we believe are reasonable.

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Recognizing the accounting standard that requires us to expense certain direct response advertising costs (rather than deferring such costs as deferred acquisition costs), the amount of our investment in new business in the Colonial Penn segment during a particular period will have a significant impact on the segment results. The following summarizes our earnings, separated between in-force and new business for Colonial Penn (dollars in millions):

	
												
 	2018	 	2017	 	2016	
Adjusted EBIT from In-force Business	 	 	 	 	 	
Revenues:	 	 	 	 	 	
Insurance policy income	$	251.6		 	$	241.8		 	$	226.5		
Net investment income and other	46.4		 	45.7		 	45.3		
Total revenues	298.0		 	287.5		 	271.8		
Benefits and expenses:	 	 	 	 	 	
Insurance policy benefits	178.6		 	169.2		 	168.5		
Amortization	17.2		 	15.6		 	14.5		
Other expenses	36.4		 	33.9		 	34.4		
Total benefits and expenses	232.2		 	218.7		 	217.4		
Adjusted EBIT from In-force Business	$	65.8		 	$	68.8		 	$	54.4		
 	 	 	 	 	 	
Adjusted EBIT from New Business	 	 	 	 	 	
Revenues:	 	 	 	 	 	
Insurance policy income	$	47.0		 	$	50.0		 	$	54.9		
Net investment income and other	—		 	—		 	—		
Total revenues	47.0		 	50.0		 	54.9		
Benefits and expenses:	 	 	 	 	 	
Insurance policy benefits	28.6		 	30.4		 	33.4		
Amortization	.6		 	.7		 	.8		
Other expenses	68.8		 	65.1		 	73.4		
Total benefits and expenses	98.0		 	96.2		 	107.6		
Adjusted EBIT from New Business	$	(51.0	)	 	$	(46.2	)	 	$	(52.7	)	
 	 	 	 	 	 	
Adjusted EBIT from In-force and New Business	 	 	 	 	 	
Revenues:	 	 	 	 	 	
Insurance policy income	$	298.6		 	$	291.8		 	$	281.4		
Net investment income and other	46.4		 	45.7		 	45.3		
Total revenues	345.0		 	337.5		 	326.7		
Benefits and expenses:	 	 	 	 	 	
Insurance policy benefits	207.2		 	199.6		 	201.9		
Amortization	17.8		 	16.3		 	15.3		
Other expenses	105.2		 	99.0		 	107.8		
Total benefits and expenses	330.2		 	314.9		 	325.0		
Adjusted EBIT from In-force and New Business	$	14.8		 	$	22.6		 	$	1.7		

The Adjusted EBIT from in-force business in the Colonial Penn segment decreased in 2018, as compared to 2017, reflecting: (i) a $1.1 million out-of-period adjustment which increased reserves on a closed block of payout annuities in the first quarter of 2018; and (ii) the aforementioned $3.0 million favorable impact related to liabilities for insurance products in the third quarter of 2017. The Adjusted EBIT from new business in the Colonial Penn segment in 2018 primarily reflects higher marketing costs. The vast majority of the costs to generate new business in this segment are not deferrable and Adjusted EBIT will fluctuate based on management's decisions on how much marketing costs to incur in each period.

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Long-term care in run-off (dollars in millions)

The long-term care in run-off segment consists of: (i) the long-term care business that was recaptured due to the termination of certain reinsurance agreements effective September 30, 2016 (such business is not actively marketed and was issued or acquired by Washington National and BCLIC); and (ii) certain legacy (prior to 2003) comprehensive and nursing home long-term care policies that were ceded in September 2018 (such business is not actively marketed and was issued by Bankers Life). Beginning in the fourth quarter of 2018, the earnings of this segment only reflect the long-term care business that was recaptured in September 2016 as the legacy long-term care business was ceded under a 100% indemnity coinsurance agreement in September 2018. Accordingly, we expect this segment to report normalized earnings before net realized investment gains (losses) of approximately breakeven over the long-term. However, this segment's quarterly results can be volatile.

	
												
 	2018	 	2017	 	2016	
Premium collections:	 	 	 	 	 	
Long-term care (all renewal)	$	145.8		 	$	205.2		 	$	211.5		
 	 	 	 	 	 	
Average liabilities for insurance products:	 	 	 	 	 	
Average liabilities for long-term care products, net of reinsurance ceded	$	2,857.7		 	$	3,754.7		 	$	3,433.2		
 	 	 	 	 	 	
Revenues:	 	 	 	 	 	
Insurance policy income	$	148.4		 	$	210.4		 	$	213.7		
Net investment income on general account invested assets	172.7		 	223.7		 	194.7		
Total revenues	321.1		 	434.1		 	408.4		
Expenses:	 	 	 	 	 	
Insurance policy benefits	271.3		 	344.2		 	355.0		
Amortization	7.0		 	10.3		 	12.6		
Other operating costs and expenses	19.9		 	26.5		 	22.4		
Total benefits and expenses	298.2		 	381.0		 	390.0		
Income (loss) before net realized investment gains (losses) and income taxes	22.9		 	53.1		 	18.4		
Net realized investment gains (losses)	(4.5	)	 	10.8		 	(3.6	)	
Income (loss) before income taxes	$	18.4		 	$	63.9		 	$	14.8		

	
												
 	2018	 	2017	 	2016	
Health benefit ratios:	 	 	 	 	 	
Long-term care:	 	 	 	 	 	
Insurance policy benefits	$	271.3		 	$	344.2		 	$	355.0		
Benefit ratio (a)	182.8	%	 	163.6	%	 	166.1	%	
Interest-adjusted benefit ratio (b)	79.1	%	 	69.1	%	 	81.5	%	
_______________
		
(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 long-term care products in this segment by dividing such product's insurance policy benefits less the imputed interest income on the accumulated assets backing the insurance liabilities by policy income. These are considered non-GAAP financial measures. A non-GAAP measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.	

These non-GAAP financial measures of "interest-adjusted benefit ratios" differ from "benefit ratios" due to the deduction of imputed interest income on the accumulated assets backing the insurance liabilities from the product's insurance policy benefits used to determine the ratio. Interest income is an important factor in measuring the performance of health products that are expected to be inforce for a longer duration of time, are not subject to unilateral changes in provisions

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(such as non-cancelable or guaranteed renewable contracts) and require the performance of various functions and services (including insurance protection) for an extended period of time. The net cash flows from long-term care products generally cause an accumulation of amounts in the early years of a policy (accounted for as reserve increases) that will be paid out as benefits in later policy years (accounted for as reserve decreases). Accordingly, as the policies age, the benefit ratio will typically increase, but the increase in benefits will be partially offset by the imputed interest income earned on the accumulated assets. The interest-adjusted benefit ratio reflects the effects of such interest income offset (which is equal to the tabular interest on the related insurance liabilities). Since interest income is an important factor in measuring the performance of these products, management believes a benefit ratio that includes the effect of interest income is useful in analyzing product performance. We utilize the interest-adjusted benefit ratio in measuring segment performance because we believe that this performance measure is a better indicator of the ongoing businesses and trends in the business. However, the "interest-adjusted benefit ratio" does not replace the "benefit ratio" as a measure of current period benefits to current period insurance policy income. Accordingly, management reviews both "benefit ratios" and "interest-adjusted benefit ratios" when analyzing the financial results attributable to these products. The imputed investment income earned on the accumulated assets backing the long-term care reserves was $153.9 million, $198.8 million and $180.8 million in 2018 , 2017 and 2016 , respectively.

Average liabilities for long-term care products decreased in 2018 as a result of the legacy long-term care business which was ceded under a 100% indemnity coinsurance agreement in September 2018. In addition, the average liabilities were increased by $130 million and $184 million in 2017 and 2016 , respectively, to reflect the premium deficiencies that would exist if unrealized gains on the assets backing such products had been realized and the proceeds from the sales of such assets were invested at then current yields. Such increase is reflected as a reduction of accumulated other comprehensive income.

Insurance policy benefits were $271.3 million , $344.2 million and $355.0 million in 2018 , 2017 and 2016 , respectively. The interest-adjusted benefit ratio on the business in this segment was 79.1 percent , 69.1 percent and 81.5 percent in 2018 , 2017 and 2016 , respectively. The interest-adjusted benefit ratio in 2017 was impacted by favorable claim experience as well as the favorable impact of $7.9 million of one-time reserve releases which were comprised of: (i) $4.6 million related to lower persistency (including the results of procedures performed to identify policies that had terminated prior to June 30, 2017 due to death); (ii) $.8 million related to an out-of-period adjustment that reduced reserves; and (iii) $2.5 million related to the impact of policyholder decisions to surrender or reduce coverage following rate increases. The interest-adjusted benefit ratio in both 2018 and 2017 also reflected no increase to the future loss reserve, given the outcome of the year-end 2016 actuarial review, compared to an increase of $33.0 million in 2016. Our 2018 comprehensive actuarial review of this block reflected relatively low margins. Accordingly, this segment's results can be volatile from period to period. This block of business is particularly sensitive to changes in assumptions.

Net realized investment losses fluctuated each period. During 2018 , we recognized net realized investment losses of $4.5 million , which were comprised of: (i) $.3 million of net losses from the sales of investments; (ii) a $1.9 million unfavorable change in the fair value of equity securities; (iii) the decrease in fair value of certain fixed maturity investments with embedded derivatives of $.2 million; and (iv) $2.1 million of writedowns of investments for other than temporary declines in fair value recognized through net income. During 2017, we recognized net realized investment gains of $10.8 million , which were comprised of: (i) $29.1 million of net gains from the sales of investments; and (ii) $18.3 million of writedowns of investments for other than temporary declines in fair value recognized through net income. During 2016, we recognized net realized investment losses of $3.6 million , which were comprised of: (i) $1.5 million of net losses from the sales of investments; and (ii) $2.1 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

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Corporate Operations (dollars in millions)

												
 	2018	 	2017	 	2016	
Corporate operations:	 	 	 	 	 	
Interest expense on corporate debt	$	(48.0	)	 	$	(46.5	)	 	$	(45.8	)	
Net investment income (loss):	 	 	 	 	 	
General investment portfolio	6.6		 	5.6		 	4.8		
Other special-purpose portfolios:	 	 	 	 	 	
COLI	(17.8	)	 	17.4		 	(.3	)	
Investments held in a rabbi trust	(2.7	)	 	3.4		 	1.1		
Other trading account activities	8.3		 	9.1		 	11.0		
Fee revenue and other income	6.7		 	8.5		 	10.0		
Other operating costs and expenses	(72.1	)	 	(84.3	)	 	(69.1	)	
Loss before net realized investment losses, earnings attributable to VIEs, fair value changes and amendment related to agent deferred compensation plan, loss related to reinsurance transactions, net revenue pursuant to transition services agreement and income taxes	(119.0	)	 	(86.8	)	 	(88.3	)	
Net realized investment losses	(7.6	)	 	(3.0	)	 	(2.7	)	
Earnings attributable to VIEs	1.6		 	(8.8	)	 	(2.0	)	
Fair value changes and amendment related to agent deferred compensation plan	11.9		 	(12.2	)	 	3.1		
Loss related to reinsurance transactions	(704.2	)	 	—		 	(75.4	)	
Net revenue pursuant to transition services agreement	.1		 	—		 	—		
Loss before income taxes	$	(817.2	)	 	$	(110.8	)	 	$	(165.3	)	

Interest expense on corporate debt was $48.0 million , $46.5 million and $45.8 million in 2018 , 2017 and 2016 , respectively. Our average corporate debt outstanding was $925.0 million in 2018 , 2017 and 2016 . The average interest rate on our debt was 4.8 percent, 4.8 percent and 4.7 percent in 2018 , 2017 and 2016 , respectively.

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

Net investment income on other special-purpose portfolios includes the income (loss) from: (i) investments related to deferred compensation plans held in a rabbi trust (which is offset by amounts included in other operating costs and expenses as the investment results are allocated to participants' account balances); (ii) trading account activities; (iii) income (loss) from COLI equal to the difference between the return on these investments (representing the change in value of the underlying investments) and our overall portfolio yield; and (iv) other alternative strategies.  COLI is utilized as an investment vehicle to fund Bankers Life's agent deferred compensation plan.  For segment reporting, the Bankers Life segment is allocated a return on these investments equivalent to the yield on the Company’s overall portfolio, with any difference in the actual COLI return allocated to the Corporate operations segment. We recognized death benefits, net of cash surrender value, of $4.0 million related to the COLI in 2017 . At December 31, 2018, our COLI assets had a carrying value of $171.7 million. Since this segment's earnings reflect the changes in values of the underlying investments supporting the insurance contracts (including mutual funds investing in bonds, common stock and real estate) and any death benefits received, such income can be volatile.

Fee revenue and other income includes the fees our wholly-owned investment advisor earns for managing portfolios of commercial bank loans for investment trusts. These trusts are consolidated as VIEs in our consolidated financial statements, but the fees are reflected as revenues and the fee expense is reflected in the earnings attributable to VIEs. This fee revenue fluctuates consistent with the size of the loan portfolios.

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 and were lower in 2018 as compared to 2017. The increase in such expenses in 2017, compared to 2016, is due to higher legal expenses primarily from matters related to the recapture of the long-term care business in September 2016.

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Net realized investment losses often fluctuate each period. During 2018, net realized investment losses in this segment were $7.6 million and were comprised of: (i) a $4.3 million unfavorable change in the fair value of equity securities (none of which was recognized by the VIEs); and (ii) $3.3 million of net losses from the sales of investments (including $3.6 million of net losses recognized by the VIEs and $.3 million of net gains on other investment sales). During 2017, net realized investment losses in this segment were $3.0 million and were comprised of: (i) $3.8 million of net gains from the sales of investments (including $1.2 million of net gains recognized by the VIEs and $2.6 million of net gains on other investment sales); (ii) $4.3 million of losses on the dissolution of a VIE; and (iii) $2.5 million of writedowns of investments held by VIEs due to other-than-temporary declines in value. During 2016, net realized investment losses in this segment were $2.7 million and were comprised of: (i) $5.8 million of net gains from the sales of investments (including $11.9 million of net losses recognized by the VIEs and $17.7 million of net gains on other investment sales); (ii) $7.3 million of losses on the dissolution of a VIE; and (iii) $1.2 million of writedowns of investments held by VIEs due to other-than-temporary declines in value.

Earnings attributable to VIEs represent the earnings attributable to VIEs that we are required to consolidate, net of affiliated amounts. Such earnings are not indicative of, and are unrelated to, the Company's underlying fundamentals.

Fair value changes and amendment related to agent deferred compensation plan relate to: (i) changes in the underlying actuarial assumptions used to value liabilities for our agent deferred compensation plan; and (ii) an amendment made to the plan in the third quarter of 2016. The agent deferred compensation plan was amended to: (i) freeze participation in the plan; (ii) freeze benefits accrued under the plan; and (iii) add a limited cashout feature. During the third quarter of 2016, we made lump sum settlement distributions to plan participants with account balances that were below a certain threshold consistent with the provision of the amended plan. We recognized a pre-tax gain of $6.3 million related to the settlement distributions in the third quarter of 2016.

Loss related to reinsurance transactions in 2018 resulted from ceding our legacy (prior to 2003) comprehensive and nursing home long-term care policies in September 2018 through 100% indemnity coinsurance. We recognized a pre-tax loss related to the reinsurance transaction of $704.2 million (net of realized gains on the transfer of assets related to the transaction of $363.4 million ). The loss related to reinsurance transaction of $75.4 million in 2016 resulted from the termination of the reinsurance agreements with Beechwood Re Ltd. and recapture of the ceded business as further described in the note to the consolidated financial statements entitled "Summary of Significant Accounting Policies - Reinsurance".

Net revenue pursuant to transition services agreement represents the difference between the fees we receive from Wilton Re and the overhead costs incurred to provide such services under the agreement in connection with the completion of a long-term care reinsurance transaction in September 2018.

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PREMIUM COLLECTIONS

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

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

Agents, insurance brokers and marketing companies who market our products and prospective purchasers of our products use the financial strength ratings of our insurance subsidiaries as an important factor in determining whether to market or purchase.  Ratings have the most impact on our sales of supplemental health and life products to consumers at the worksite.  The current financial strength ratings of our primary insurance subsidiaries from A.M. Best, Moody's, Fitch and S&P are "A-", "A3", "BBB+" and "BBB+", respectively.  For a description of these ratings and additional information on our ratings, see "Consolidated Financial Condition - 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 were $3,785.1 million in 2018 , up 2.6 percent from 2017 , and $3,688.3 million in 2017 , up 2.2 percent from 2016 . First year collected premiums were $1,484.5 million in 2018 , up 8.0 percent from 2017 , and $1,374.1 million in 2017 , up 2.2 percent from 2016 . Total premiums collected are summarized as follows (dollars in millions):

	
												
 	2018	 	2017	 	2016	
First year:	 	 	 	 	 	
Bankers Life	$	1,361.1		 	$	1,245.6		 	$	1,211.8		
Washington National	76.5		 	78.4		 	78.2		
Colonial Penn	46.9		 	50.1		 	54.8		
Total first year	1,484.5		 	1,374.1		 	1,344.8		
 	 	 	 	 	 	
Renewal:	 	 	 	 	 	
Bankers Life	1,287.1		 	1,272.5		 	1,247.8		
Washington National	616.3		 	595.0		 	581.1		
Colonial Penn	251.4		 	241.5		 	225.4		
Long-term care in run-off	145.8		 	205.2		 	211.5		
Total renewal	2,300.6		 	2,314.2		 	2,265.8		
Total premiums collected	$	3,785.1		 	$	3,688.3		 	$	3,610.6		

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Total premium collections by segment were as follows:

Bankers Life (dollars in millions)

	
												
 	2018	 	2017	 	2016	
Premiums collected by product:	 	 	 	 	 	
Annuities:	 	 	 	 	 	
Fixed index (first-year)	$	1,112.0		 	$	964.7		 	$	868.1		
Other fixed interest (first-year)	45.8		 	59.8		 	95.7		
Other fixed interest (renewal)	5.4		 	6.1		 	6.2		
Subtotal - other fixed interest annuities	51.2		 	65.9		 	101.9		
Total annuities	1,163.2		 	1,030.6		 	970.0		
Health:	 	 	 	 	 	
Medicare supplement (first-year)	61.9		 	69.3		 	75.6		
Medicare supplement (renewal)	672.4		 	670.1		 	663.7		
Subtotal - Medicare supplement	734.3		 	739.4		 	739.3		
Long-term care (first-year)	15.6		 	16.0		 	17.4		
Long-term care (renewal)	239.5		 	241.0		 	244.4		
Subtotal - long-term care	255.1		 	257.0		 	261.8		
Supplemental health (first-year)	4.4		 	5.0		 	5.5		
Supplemental health (renewal)	19.2		 	17.6		 	15.7		
Subtotal – supplemental health	23.6		 	22.6		 	21.2		
Other health (first-year)	.8		 	.8		 	.1		
Other health (renewal)	5.2		 	5.3		 	6.1		
Subtotal - other health	6.0		 	6.1		 	6.2		
Total health	1,019.0		 	1,025.1		 	1,028.5		
Life insurance:	 	 	 	 	 	
Traditional (first-year)	71.6		 	82.6		 	78.8		
Traditional (renewal)	223.6		 	217.3		 	207.3		
Subtotal - traditional	295.2		 	299.9		 	286.1		
Interest-sensitive (first-year)	49.0		 	47.4		 	70.6		
Interest-sensitive (renewal)	121.8		 	115.1		 	104.4		
Subtotal - interest-sensitive	170.8		 	162.5		 	175.0		
Total life insurance	466.0		 	462.4		 	461.1		
Collections on insurance products:	 	 	 	 	 	
Total first-year premium collections on insurance products	1,361.1		 	1,245.6		 	1,211.8		
Total renewal premium collections on insurance products	1,287.1		 	1,272.5		 	1,247.8		
Total collections on insurance products	$	2,648.2		 	$	2,518.1		 	$	2,459.6		

Annuities in this segment include fixed index and other fixed interest annuities sold to the senior market. Annuity collections in this segment increased 13 percent, to $1,163.2 million in 2018 and 6.2 percent, to $1,030.6 million , in 2017 . The increase in premium collections from our fixed index products in 2018 and 2017 is primarily due to: (i) sales of annuity contracts with living benefits following the introduction of that product in the third quarter of 2016; and (ii) the general stock market performance which made these products attractive to certain customers. Premium collections from our other fixed interest products decreased in 2018 and 2017 due to lower sales of these products in the current low interest rate environment and consumer preference for fixed index products.

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Health products include Medicare supplement, 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 were $734.3 million , $739.4 million and $739.3 million in 2018 , 2017 and 2016 , respectively. The decrease in collected premiums in 2018 reflects a decrease in new Medicare supplement policies sold. We have experienced a shift in the sale of Medicare supplement policies to the sale of Medicare Advantage policies. Medicare Advantage policies are sold through Bankers Life's agency force for other providers in exchange for fee income. Bankers Life sold 33,800 Medicare supplement policies in 2018, a decrease of 13 percent compared to 2017 and 33,400 third party Medicare Advantage policies were sold in 2018, an increase of 33 percent compared to 2017.
  
Premiums collected on Bankers Life's long-term care policies decreased .7 percent, to $255.1 million in 2018 and 1.8 percent, to $257.0 million in 2017 .

Life products in this segment include traditional and interest-sensitive life products. Life premiums collected in this segment increased .8 percent, to $466.0 million , in 2018 and .3 percent, to $462.4 million , in 2017 . Collected premiums in 2018 were slightly higher than 2017, reflecting stable persistency; partially offset by lower first-year premiums.

Washington National (dollars in millions)

	
												
 	2018	 	2017	 	2016	
Premiums collected by product:	 	 	 	 	 	
Health:	 	 	 	 	 	
Medicare supplement (renewal)	$	46.3		 	$	51.6		 	$	61.0		
Supplemental health (first-year)	70.2		 	73.2		 	72.2		
Supplemental health (renewal)	541.1		 	515.9		 	493.3		
Subtotal – supplemental health	611.3		 	589.1		 	565.5		
Other health (first-year)	.2		 	.3		 	.2		
Other health (renewal)	1.5		 	1.5		 	1.7		
  Subtotal – other health	1.7		 	1.8		 	1.9		
Total health	659.3		 	642.5		 	628.4		
Life insurance:	 	 	 	 	 	
Traditional (first-year)	.6		 	.7		 	.9		
Traditional (renewal)	9.5		 	10.2		 	10.5		
Subtotal - traditional	10.1		 	10.9		 	11.4		
Interest-sensitive (first-year)	5.4		 	4.2		 	4.7		
Interest-sensitive (renewal)	16.7		 	14.9		 	13.3		
Subtotal - interest-sensitive	22.1		 	19.1		 	18.0		
    Total life insurance	32.2		 	30.0		 	29.4		
Annuities:	 	 	 	 	 	
Fixed index (first-year)	.1		 	—		 	.2		
Fixed index (renewal)	1.0		 	.6		 	1.0		
Subtotal - fixed index annuities	1.1		 	.6		 	1.2		
Other fixed interest (renewal)	.2		 	.3		 	.3		
Total annuities	1.3		 	.9		 	1.5		
Collections on insurance products:	 	 	 	 	 	
Total first-year premium collections on insurance products	76.5		 	78.4		 	78.2		
Total renewal premium collections on insurance products	616.3		 	595.0		 	581.1		
Total collections on insurance products	$	692.8		 	$	673.4		 	$	659.3		

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.

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Collected premiums on Medicare supplement policies in the Washington National segment decreased 10 percent, to $46.3 million , in 2018 and 15 percent, to $51.6 million , in 2017 due to the run-off of this block of business.

Premiums collected on supplemental health products (including specified disease, accident and hospital indemnity insurance products) increased 3.8 percent, to $611.3 million , in 2018 and 4.2 percent, to $589.1 million , in 2017 . Such increases are due to new sales in recent periods and persistency.

Life premiums collected in the Washington National segment increased 7.3 percent, to $32.2 million , in 2018 and 2.0 percent, to $30.0 million , in 2017 .

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

Colonial Penn (dollars in millions)

	
												
 	2018	 	2017	 	2016	
Premiums collected by product:	 	 	 	 	 	
Life insurance:	 	 	 	 	 	
Traditional (first-year)	$	46.9		 	$	50.1		 	$	54.8		
Traditional (renewal)	249.5		 	239.3		 	222.7		
Subtotal - traditional	296.4		 	289.4		 	277.5		
Interest-sensitive (all renewal)	.2		 	.2		 	.3		
Total life insurance	296.6		 	289.6		 	277.8		
Health (all renewal):	 	 	 	 	 	
Medicare supplement	1.5		 	1.9		 	2.3		
Other health	.2		 	.1		 	.1		
Total health	1.7		 	2.0		 	2.4		
Collections on insurance products:	 	 	 	 	 	
Total first-year premium collections on insurance products	46.9		 	50.1		 	54.8		
Total renewal premium collections on insurance products	251.4		 	241.5		 	225.4		
Total collections on insurance products	$	298.3		 	$	291.6		 	$	280.2		

Life products in this segment are sold primarily to the senior market. Life premiums collected in this segment increased 2.4 percent, to $296.6 million , in 2018 and 4.2 percent, to $289.6 million , in 2017 . Premiums collected reflect both recent sales activity and steady persistency.

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. We do not currently market these products through this segment.

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Long-term care in run-off (dollars in millions)

	
												
 	2018	 	2017	 	2016	
Premiums collected by product:	 	 	 	 	 	
Health:	 	 	 	 	 	
Long-term care (renewal)	$	145.8		 	$	205.2		 	$	211.5		

The Long-term care in run-off segment only includes the premiums collected from: (i) the long-term care business that was recaptured due to the termination of certain reinsurance agreements effective September 30, 2016 (such business is not actively marketed and was issued or acquired by Washington National and BCLIC); and (ii) certain legacy (prior to 2003) comprehensive and nursing home long-term care policies which were ceded in September 2018 (such business was not actively marketed and was issued by Bankers Life). Such collected premiums have decreased in 2018 as the legacy long-term care business was ceded under a 100% indemnity coinsurance agreement in September 2018.

INVESTMENTS

Our investment strategy is to: (i) provide largely stable investment income from a diversified high quality fixed income portfolio; (ii) mitigate the effect of changing interest rates through active asset/liability management; (iii) provide liquidity to meet our cash obligations to policyholders and others; and (iv) maximize total return through active strategic asset allocation and investment management. Consistent with this strategy, investments in fixed maturity securities and mortgage loans made up 87 percent of our $23.0 billion investment portfolio at December 31, 2018 . The remainder of the invested assets was trading securities, investments held by VIEs, various types of alternative investments, equity securities, policy loans and other invested assets.

The following table summarizes the composition of our investment portfolio as of December 31, 2018 (dollars in millions):

	
							
 	Carrying value	 	Percent of total investments	
Fixed maturities, available for sale	$	18,447.7		 	80	%	
Equity securities	291.0		 	1		
Mortgage loans	1,602.1		 	7		
Policy loans	119.7		 	1		
Trading securities	233.1		 	1		
Investments held by variable interest entities	1,468.4		 	6		
Company-owned life insurance	171.7		 	1		
Other invested assets	661.7		 	3		
Total investments	$	22,995.4		 	100	%	

Insurance statutes regulate the types of investments that our insurance subsidiaries are permitted to make and limit the amount of funds that may be used for any one type of investment. In addition, we have internal management compliance limits on various exposures and activities which are typically more restrictive than insurance statutes. In light of these statutes and regulations and our business and investment strategy, we generally seek to invest in United States government and government-agency securities and corporate securities rated investment grade by established nationally recognized rating organizations or in securities of comparable investment quality, if not rated.

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The following table summarizes the carrying values and gross unrealized losses of our fixed maturity securities, available for sale, by category as of December 31, 2018 (dollars in millions):

	
														
 	Carrying value	 	Percent of fixed maturities	 	Gross unrealized losses	 	Percent of gross unrealized losses	
Asset-backed securities	$	2,674.8		 	14.5	%	 	$	7.6		 	1.8	%	
States and political subdivisions	1,867.8		 	10.1		 	2.6		 	.6		
Commercial mortgage-backed securities	1,518.0		 	8.2		 	21.7		 	5.1		
Utilities	1,165.1		 	6.3		 	16.8		 	4.0		
Insurance	1,149.5		 	6.2		 	21.0		 	5.0		
Banks	1,146.3		 	6.2		 	44.0		 	10.4		
Healthcare/pharmaceuticals	1,065.1		 	5.8		 	39.0		 	9.2		
Energy	864.4		 	4.7		 	41.0		 	9.7		
Food/beverage	804.6		 	4.4		 	39.9		 	9.4		
Collateralized mortgage obligations	625.4		 	3.4		 	4.1		 	1.0		
Real estate/REITs	526.5		 	2.8		 	8.0		 	1.9		
Transportation	442.0		 	2.4		 	8.7		 	2.1		
Cable/media	441.4		 	2.4		 	20.5		 	4.8		
Brokerage	437.4		 	2.4		 	21.0		 	4.9		
Capital goods	391.7		 	2.1		 	5.5		 	1.3		
Chemicals	383.6		 	2.1		 	14.9		 	3.5		
Technology	368.5		 	2.0		 	16.0		 	3.8		
Telecom	351.5		 	1.9		 	8.5		 	2.0		
Collateralized debt obligations	322.8		 	1.8		 	15.2		 	3.6		
Aerospace/defense	239.8		 	1.3		 	3.2		 	.7		
U.S. Treasury and Obligations	174.8		 	.9		 	.2		 	.1		
Autos	154.7		 	.9		 	10.1		 	2.4		
Building materials	150.3		 	.8		 	16.4		 	3.9		
Other	1,181.7		 	6.4		 	37.4		 	8.8		
Total fixed maturities, available for sale	$	18,447.7		 	100.0	%	 	$	423.3		 	100.0	%	

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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 December 31, 2018 (dollars in millions):

	
																				
 	Investment grade	 	Below-investment grade	 	 	
 	AAA/AA/A	 	BBB	 	BB	 	B+ and
below	 	Total gross
unrealized
losses	
Banks	$	6.1		 	$	37.9		 	$	—		 	$	—		 	$	44.0		
Energy	1.6		 	29.5		 	4.9		 	5.0		 	41.0		
Food/beverage	.3		 	37.2		 	1.5		 	.9		 	39.9		
Healthcare/pharmaceuticals	1.8		 	33.5		 	1.6		 	2.1		 	39.0		
Commercial mortgage-backed securities	18.5		 	1.9		 	1.3		 	—		 	21.7		
Insurance	2.3		 	18.0		 	.8		 	—		 	21.1		
Brokerage	3.3		 	17.2		 	.3		 	.2		 	21.0		
Cable/media	.3		 	13.8		 	3.5		 	2.9		 	20.5		
Utilities	6.2		 	9.4		 	.5		 	.7		 	16.8		
Building materials	—		 	14.2		 	2.3		 	—		 	16.5		
Technology	.6		 	11.1		 	3.8		 	.5		 	16.0		
Collateralized debt obligations	6.1		 	7.4		 	1.7		 	—		 	15.2		
Chemicals	.2		 	13.2		 	1.5		 	—		 	14.9		
Autos	1.9		 	5.9		 	1.8		 	.5		 	10.1		
Transportation	1.1		 	7.6		 	.1		 	—		 	8.8		
Telecom	—		 	7.9		 	.3		 	.2		 	8.4		
Real estate/REITs	.1		 	7.1		 	.4		 	.4		 	8.0		
Asset-backed securities	4.2		 	2.5		 	.3		 	.6		 	7.6		
Retail	—		 	6.1		 	—		 	1.3		 	7.4		
Paper	—		 	5.3		 	.6		 	—		 	5.9		
Capital goods	.4		 	4.0		 	.6		 	.4		 	5.4		
Consumer products	—		 	4.0		 	.1		 	1.2		 	5.3		
Collateralized mortgage obligations	3.9		 	—		 	—		 	.2		 	4.1		
Metals and mining	—		 	1.9		 	1.6		 	—		 	3.5		
Aerospace/defense	—		 	2.6		 	—		 	.5		 	3.1		
Entertainment/hotels	—		 	1.1		 	.5		 	1.4		 	3.0		
States and political subdivisions	1.3		 	1.3		 	—		 	—		 	2.6		
Debt securities issued by foreign governments	.5		 	1.2		 	—		 	—		 	1.7		
Business services	—		 	.2		 	1.1		 	.3		 	1.6		
Packaging	—		 	—		 	.4		 	.8		 	1.2		
Gaming	—		 	.1		 	.7		 	.4		 	1.2		
Textiles	—		 	—		 	.4		 	—		 	.4		
United States Treasury securities and obligations of United States government corporations and agencies	.2		 	—		 	—		 	—		 	.2		
Other	2.7		 	1.5		 	—		 	2.0		 	6.2		
Total fixed maturities, available for sale	$	63.6		 	$	304.6		 	$	32.6		 	$	22.5		 	$	423.3		

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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 strategic asset allocation and investment management. Accordingly, we may sell securities at a gain or a loss to enhance the projected total return of the portfolio as market opportunities change, to reflect changing perceptions of risk, or to better match certain characteristics of our investment portfolio with the corresponding characteristics of our insurance liabilities.

Our fixed maturity securities consist predominantly of publicly traded securities. We classify securities issued in the Rule 144A market as publicly traded. Securities not publicly traded comprise approximately 7 percent of our total fixed maturity securities portfolio.

Fair Value of Investments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and, therefore, represents an exit price, not an entry price.  We carry certain assets and liabilities at fair value on a recurring basis, including fixed maturities, equity securities, trading securities, investments held by VIEs, derivatives, separate account assets and embedded derivatives.  We carry our COLI, which is invested in a series of mutual funds, at its cash surrender value which approximates fair value. In addition, we disclose fair value for certain financial instruments, including mortgage loans, policy loans, cash and cash equivalents, insurance liabilities for interest-sensitive products, investment borrowings, notes payable and borrowings related to VIEs.

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

Valuation Hierarchy

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

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

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

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

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At each reporting date, we classify assets and liabilities into the three input levels based on the lowest level of input that is significant to the measurement of fair value for each asset and liability reported at fair value.  This classification is impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established, the characteristics specific to the transaction and overall market conditions.  Our assessment of the significance of a particular input to the fair value measurement and the ultimate classification of each asset and liability requires judgment and is subject to change from period to period based on the observability of the valuation inputs. Any transfers between levels are reported as having occurred at the beginning of the period. There were no transfers between Level 1 and Level 2 in both 2018 and 2017 .

The vast majority of our fixed maturity and equity securities, including those held in trading portfolios and those held by consolidated VIEs, short-term and separate account assets use Level 2 inputs for the determination of fair value.  These fair values are obtained primarily from independent pricing services, which use Level 2 inputs for the determination of fair value.  Our Level 2 assets are valued as follows:

• Fixed maturities available for sale, equity securities and trading securities

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

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

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

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

Equity securities (primarily comprised of non-redeemable preferred stock) are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, issuer rating, benchmark yields, maturity, and credit spreads.

•	Investments held by VIEs	

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

•	Other invested assets - derivatives	

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

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

As the Company is responsible for the determination of fair value, we have control processes designed to ensure that the fair values received from third-party pricing sources are reasonable and the valuation techniques and assumptions used appear reasonable and consistent with prevailing market conditions. Additionally, when inputs are provided by third-party pricing

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

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

For securities that are not priced by pricing services and may not be reliably priced using pricing models, we obtain broker quotes.  These broker quotes are non-binding and   represent an exit price, but assumptions used to establish the fair value may not be observable and therefore represent Level 3 inputs.  Approximately 35 percent of our Level 3 fixed maturity securities were valued using unadjusted broker quotes or broker-provided valuation inputs.  The remaining Level 3 fixed maturity investments do not have readily determinable market prices and/or observable inputs.  For these securities, we use internally developed valuations.  Key assumptions used to determine fair value for these securities may include risk premiums, projected performance of underlying collateral and other factors involving significant assumptions which may not be reflective of an active market.  For certain investments, we use a matrix or model process to develop a security price where future cash flow expectations are discounted at an estimated market rate.  The pricing matrix incorporates term interest rates as well as a spread level based on the issuer's credit rating, other factors relating to the issuer, and the security's maturity.  In some instances issuer-specific spread adjustments, which can be positive or negative, are made based upon internal analysis of security specifics such as liquidity, deal size, and time to maturity.

For certain embedded derivatives, we use actuarial assumptions in the determination of fair value which we consider to be Level 3 inputs.

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The categorization of fair value measurements, by input level, for our financial instruments carried at fair value on a recurring basis at December 31, 2018 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	$	—		 	$	11,044.4		 	$	158.6		 	$	11,203.0		
United States Treasury securities and obligations of United States government corporations and agencies	—		 	174.8		 	—		 	174.8		
States and political subdivisions	—		 	1,867.8		 	—		 	1,867.8		
Debt securities issued by foreign governments	—		 	58.5		 	1.0		 	59.5		
Asset-backed securities	—		 	2,662.8		 	12.0		 	2,674.8		
Collateralized debt obligations	—		 	322.8		 	—		 	322.8		
Commercial mortgage-backed securities	—		 	1,518.0		 	—		 	1,518.0		
Mortgage pass-through securities	—		 	1.6		 	—		 	1.6		
Collateralized mortgage obligations	—		 	625.4		 	—		 	625.4		
Total fixed maturities, available for sale	—		 	18,276.1		 	171.6		 	18,447.7		
Equity securities - corporate securities	181.1		 	100.4		 	9.5		 	291.0		
Trading securities:	 		 	 		 	 		 	 		
Asset-backed securities	—		 	86.5		 	—		 	86.5		
Commercial mortgage-backed securities	—		 	93.6		 	—		 	93.6		
Collateralized mortgage obligations	—		 	53.0		 	—		 	53.0		
Total trading securities	—		 	233.1		 	—		 	233.1		
Investments held by variable interest entities - corporate securities	—		 	1,468.4		 	—		 	1,468.4		
Other invested assets - derivatives	—		 	26.6		 	—		 	26.6		
Assets held in separate accounts	—		 	4.4		 	—		 	4.4		
Total assets carried at fair value by category	$	181.1		 	$	20,109.0		 	$	181.1		 	$	20,471.2		
 	 	 	 	 	 	 	 	
Liabilities:	 		 	 		 	 		 	 		
Future policy benefits - embedded derivatives associated with fixed index annuity products	$	—		 	$	—		 	$	1,289.0		 	$	1,289.0		

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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 year ended December 31, 2018 (dollars in millions):

																																	
 	 	December 31, 2018	 	 	
 	 	Beginning balance as of December 31, 2017	 	Purchases, sales, issuances and settlements, net (b)	 	Total realized and unrealized gains (losses) included in net income	 	Total realized and unrealized gains (losses) included in accumulated other comprehensive income (loss)	 	Transfers into Level 3 (a)	 	Transfers out of Level 3 (a)	 	Ending balance as of December 31, 2018	 	Amount of total gains (losses) for the year ended December 31, 2018 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	 	$	230.4		 	$	(24.6	)	 	$	.2		 	$	(5.3	)	 	$	12.7		 	$	(54.8	)	 	$	158.6		 	$	(.5	)	
Debt securities issued by foreign governments	 	3.9		 	(2.9	)	 	(.1	)	 	.1		 	—		 	—		 	1.0		 	—		
Asset-backed securities	 	24.2		 	(11.5	)	 	—		 	(.7	)	 	—		 	—		 	12.0		 	—		
Total fixed maturities, available for sale	 	258.5		 	(39.0	)	 	.1		 	(5.9	)	 	12.7		 	(54.8	)	 	171.6		 	(.5	)	
Equity securities - corporate securities	 	21.2		 	(10.9	)	 	(.8	)	 	—		 	—		 	—		 	9.5		 	—		
Investments held by variable interest entities - corporate securities	 	4.9		 	—		 	—		 	—		 	—		 	(4.9	)	 	—		 	—		
Liabilities:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Future policy benefits - embedded derivatives associated with fixed index annuity products	 	(1,334.8	)	 	(62.0	)	 	107.8		 	—		 	—		 	—		 	(1,289.0	)	 	107.8		

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_________
		
(a)	Transfers into Level 3 are the result of unobservable inputs utilized within valuation methodologies for assets that were previously valued using observable inputs. Transfers out of Level 3 are due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company is able to validate.	
		
(b)	Purchases, sales, issuances and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability but does not represent changes in fair value for the instruments held at the beginning of the period.  Such activity primarily consists of purchases and sales of fixed maturity and equity securities and changes to embedded derivative instruments related to insurance products resulting from the issuance of new contracts, or changes to existing contracts.  The following summarizes such activity for the year ended December 31, 2018 (dollars in millions):	

	
																				
 	Purchases	 	Sales	 	Issuances	 	Settlements	 	Purchases, sales, issuances and settlements, net	
Assets:	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	
Corporate securities	$	32.4		 	$	(57.0	)	 	$	—		 	$	—		 	$	(24.6	)	
Debt securities issued by foreign governments	3.0		 	(5.9	)	 	—		 	—		 	(2.9	)	
Asset-backed securities	—		 	(11.5	)	 	—		 	—		 	(11.5	)	
Total fixed maturities, available for sale	35.4		 	(74.4	)	 	—		 	—		 	(39.0	)	
Equity securities - corporate securities	—		 	(10.9	)	 	—		 	—		 	(10.9	)	
Liabilities:	 	 	 	 	 	 	 	 	 	
Future policy benefits - embedded derivatives associated with fixed index annuity products	(177.6	)	 	16.5		 	16.7		 	82.4		 	(62.0	)	

At December 31, 2018 , 53 percent of our Level 3 fixed maturities, available for sale, were investment grade and 92 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 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.

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.

Investment ratings are assigned the second lowest rating by Nationally Recognized Statistical Rating Organizations (Moody's, S&P or Fitch), or if not rated by such firms, the rating assigned by the NAIC.  NAIC designations of "1" or "2" include fixed maturities generally rated investment grade (rated "Baa3" or higher by Moody's or rated "BBB-" or higher by S&P and Fitch).  NAIC designations of "3" through "6" are referred to as below-investment grade (which generally are rated "Ba1" or lower by Moody's or rated "BB+" or lower by S&P and Fitch).  References to investment grade or below-investment grade throughout our consolidated financial statements are determined as described above. The following table sets forth fixed maturity investments at December 31, 2018 , classified by ratings (dollars in millions):

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 	 	 	Estimated fair value	
Investment rating	Amortized cost	 	Amount	 	Percent of fixed maturities	
AAA	$	1,403.9		 	$	1,415.0		 	8	%	
AA	1,609.4		 	1,704.1		 	9		
A	4,248.8		 	4,473.8		 	24		
BBB+	2,457.7		 	2,486.8		 	13		
BBB	3,543.5		 	3,503.9		 	19		
BBB-	2,614.4		 	2,545.9		 	14		
Investment grade	15,877.7		 	16,129.5		 	87		
BB+	186.2		 	178.3		 	1		
BB	289.9		 	282.1		 	2		
BB-	349.2		 	337.4		 	2		
B+ and below	1,404.8		 	1,520.4		 	8		
Below-investment grade	2,230.1		 	2,318.2		 	13		
Total fixed maturity securities	$	18,107.8		 	$	18,447.7		 	100	%	

The following table summarizes investment yields earned over the past three years on the general account invested assets of our insurance subsidiaries. General account investments exclude the value of options.

	
												
 	2018	 	2017	 	2016	
 	(dollars in millions)	
Weighted average general account invested assets at amortized cost	$	23,668.0		 	$	23,819.5		 	$	22,539.5		
Net investment income on general account invested assets	1,282.8		 	1,290.3		 	1,219.3		
Yield earned	5.42	%	 	5.42	%	 	5.41	%	

Although investment income is a significant component of total revenues, the profitability of certain of our insurance products is evaluated primarily by the spreads between the interest rates we earn and the rates we credit or accrue to our insurance liabilities. At December 31, 2018 , the average yield, computed on the cost basis of our fixed maturity portfolio, was 5.1 percent , and the average interest rate credited or accruing to our total insurance liabilities (excluding interest rate bonuses for the first policy year only and excluding the effect of credited rates attributable to variable or fixed index products) was 4.6 percent .

Fixed Maturities, Available for Sale

Our fixed maturity portfolio at December 31, 2018 , included primarily debt securities of the United States government, various corporations, and structured securities. Asset-backed securities, collateralized debt obligations, commercial mortgage-backed securities, mortgage pass-through securities and collateralized mortgage obligations are collectively referred to as "structured securities".

At December 31, 2018 , our fixed maturity portfolio had $763.2 million of unrealized gains and $423.3 million of unrealized losses, for a net unrealized gain of $339.9 million . Estimated fair values of fixed maturity investments were determined based on estimates from: (i) nationally recognized pricing services (94 percent of the portfolio); and (ii) internally developed methods (6 percent of the portfolio).

At December 31, 2018 , approximately 10 percent of our invested assets (13 percent of fixed maturity investments) were fixed maturities rated below-investment grade. Our level of investments in below-investment grade fixed maturities could change based on market conditions or changes in our management policies. Below-investment grade corporate debt securities typically have different characteristics than investment grade corporate debt securities. Based on historical performance, probability of default by the borrower is significantly greater for below-investment grade 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 more sensitive to adverse economic conditions. The Company attempts to

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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. At December 31, 2018 , our below-investment grade fixed maturity investments had an amortized cost of $2,230.1 million and an estimated fair value of $2,318.2 million .

We continually evaluate the creditworthiness of each issuer whose securities we hold. We pay special attention to large investments, investments which have significant risk characteristics and to those securities whose fair values have declined materially for reasons other than changes in general market conditions. We evaluate the realizable value of the investment, the specific condition of the issuer and the issuer's ability to comply with the material terms of the security. We review the recent operational results and financial position of the issuer, information about its industry, information about factors affecting the issuer's performance and other information. 40|86 Advisors employs experienced securities analysts in a broad variety of specialty areas who compile and review such data. If evidence does not exist to support a realizable value equal to or greater than the amortized cost of the investment, and such decline in fair value is determined to be other than temporary, we reduce the amortized cost to its fair value, which becomes the new cost basis. We report the amount of the reduction as a realized loss. We recognize any recovery of such reductions as investment income over the remaining life of the investment (but only to the extent our current valuations indicate such amounts will ultimately be collected), or upon the repayment of the investment. During 2018 , we recognized net realized investment gains of $352.1 million , which were comprised of: (i) $40.1 million of net gains from the sales of investments; (ii) $363.4 million of gains on the transfer of assets (substantially all of which were fixed maturities) related to reinsurance transaction; (iii) $38.2 million of losses related to equity securities, including the change in fair value; (iv) the decrease in fair value of certain fixed maturity investments with embedded derivatives of $5.5 million ; (v) the decrease in fair value of embedded derivatives related to a modified coinsurance agreement of $5.1 million ; and (vi) $2.6 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

Our investment portfolio is subject to the risk of declines in realizable value. However, we attempt to mitigate this risk through the diversification and active management of our portfolio.

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 strategic asset allocation and investment management. Accordingly, we may sell securities at a gain or a loss to enhance the projected total return of the portfolio as market opportunities change, to reflect changing perceptions of risk, or to better match certain characteristics of our investment portfolio with the corresponding characteristics of our insurance liabilities.

As of December 31, 2018 , we had $12.6 million of investments in substantive default (i.e., in default due to nonpayment of interest or principal). There were no other investments about which we had serious doubts as to the recoverability of the carrying value of the investment.

When a security defaults or securities (other than structured securities) are other-than-temporarily impaired, our policy is to discontinue the accrual of interest and eliminate all previous interest accruals, if we determine that such amounts will not be ultimately realized in full.

At December 31, 2018 , fixed maturity investments included structured securities with an estimated fair value of $5.1 billion (or 28 percent of all fixed maturity securities).  The yield characteristics of structured securities generally differ in some respects from those of traditional corporate fixed-income securities or government securities.  For example, interest and principal payments on structured securities may occur more frequently, often monthly.  In many instances, we are subject to variability in the amount and timing of principal and interest payments.  For example, in many cases, partial prepayments may occur at the option of the issuer and prepayment rates are influenced by a number of factors that cannot be predicted with certainty, including:  the relative sensitivity of prepayments on the underlying assets backing the security to changes in interest rates and asset values; the availability of alternative financing; a variety of economic, geographic and other factors; the timing, pace and proceeds of liquidations of defaulted collateral; and various security-specific structural considerations (for example, the repayment priority of a given security in a securitization structure).  In addition, the total amount of payments for non-agency structured securities may be affected by changes to cumulative default rates or loss severities of the related collateral.

Historically, the rate of prepayments on structured securities has tended to increase when prevailing interest rates have declined significantly in absolute terms and also relative to the interest rates on the underlying collateral. The yields recognized on structured securities purchased at a discount to par will generally increase (relative to the stated rate) when the underlying collateral prepays faster than expected. The yields recognized on structured securities purchased at a premium will decrease (relative to the stated rate) when the underlying collateral prepays faster than expected. When interest rates decline, the proceeds from prepayments may be reinvested at lower rates than we were earning on the prepaid securities. When interest

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rates increase, prepayments may decrease below expected levels. When this occurs, the average maturity and duration of structured securities increases, decreasing the yield on structured securities purchased at discounts and increasing the yield on those purchased at a premium because of a decrease in the annual amortization of premium.

For structured securities included in fixed maturities, available for sale, that were purchased at a discount or premium, we recognize investment income using an effective yield based on anticipated future prepayments and the estimated final maturity of the securities. Actual prepayment experience is periodically reviewed and effective yields are recalculated when differences arise between the prepayments originally anticipated and the actual prepayments received and currently anticipated. For credit sensitive mortgage-backed and asset-backed securities, and for securities that can be prepaid or settled in a way that we would not recover substantially all of our investment, the effective yield is recalculated on a prospective basis. Under this method, the amortized cost basis in the security is not immediately adjusted and a new yield is applied prospectively. For all other structured and asset-backed securities, the effective yield is recalculated when changes in assumptions are made, and reflected in our income on a retrospective basis. Under this method, the amortized cost basis of the investment in the securities is adjusted to the amount that would have existed had the new effective yield been applied since the acquisition of the securities. Such adjustments were not significant in 2018 .

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 December 31, 2018 (dollars in millions):

	
												
 	Par
value	 	Amortized
cost	 	Estimated
fair value	
Below 4 percent	$	1,826.2		 	$	1,688.5		 	$	1,731.4		
4 percent – 5 percent	1,868.9		 	1,764.6		 	1,812.5		
5 percent – 6 percent	1,160.0		 	1,080.4		 	1,121.0		
6 percent – 7 percent	178.5		 	167.1		 	173.8		
7 percent – 8 percent	69.9		 	70.5		 	74.2		
8 percent and above	229.1		 	229.2		 	229.7		
Total structured securities	$	5,332.6		 	$	5,000.3		 	$	5,142.6		

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The amortized cost and estimated fair value of structured securities at December 31, 2018 , 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	$	514.3		 	$	546.3		 	3.0	%	
Planned amortization classes, target amortization classes and accretion-directed bonds	64.4		 	72.0		 	.4		
Commercial mortgage-backed securities	1,522.9		 	1,518.0		 	8.2		
Asset-backed securities	2,552.1		 	2,674.8		 	14.5		
Collateralized debt obligations	338.0		 	322.8		 	1.8		
Other	8.6		 	8.7		 	—		
Total structured securities	$	5,000.3		 	$	5,142.6		 	27.9	%	

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

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

During 2018 , we sold $1,295.8 million of fixed maturity investments which resulted in gross investment losses (before income taxes) of $65.8 million . Securities are generally sold at a loss following unforeseen issue-specific events or conditions or shifts in perceived relative values.  These reasons include but are not limited to: (i) changes in the investment environment; (ii) expectation that the market value could deteriorate; (iii) our desire to reduce our exposure to an asset class, an issuer or an industry; (iv) prospective or actual changes in credit quality; or (v) changes in expected portfolio cash flows.

Other Investments

At December 31, 2018 , we held commercial mortgage loan investments with a carrying value of $1,452.5 million (or 6.3 percent of total invested assets) and a fair value of $1,475.4 million . We had one mortgage loan that was in the process of foreclosure at December 31, 2018 . During 2018 , 2017 and 2016 , we recognized $2.1 million, $5.2 million and nil, respectively, of impairments on commercial mortgage loans. Our commercial mortgage loan portfolio is comprised of large commercial mortgage loans. Our loans have risk characteristics that are individually unique. Accordingly, we measure potential losses on a loan-by-loan basis rather than establishing an allowance for losses on mortgage loans. Approximately 13 percent , 10 percent , 8 percent and 6 percent of the mortgage loan balance were on properties located in California, Texas, Maryland and North Carolina, respectively. No other state comprised greater than five percent of the mortgage loan balance. At December 31, 2018 , we held residential mortgage loan investments with a carrying value of $149.6 million and a fair value of $149.1 million .

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The following table shows the distribution of our commercial mortgage loan portfolio by property type as of December 31, 2018 (dollars in millions):

							
 	Number of loans	 	Carrying value	
Retail	78		 	$	278.8		
Industrial	35		 	292.6		
Multi-family	32		 	458.7		
Office building	26		 	259.5		
Other	19		 	162.9		
Total commercial mortgage loans	190		 	$	1,452.5		

The following table shows our commercial mortgage loan portfolio by loan size as of December 31, 2018 (dollars in millions):

							
 	Number of loans	 	Carrying value	
Under $5 million	76		 	$	142.0		
$5 million but less than $10 million	61		 	420.6		
$10 million but less than $20 million	38		 	545.6		
Over $20 million	15		 	344.3		
Total commercial mortgage loans	190		 	$	1,452.5		

The following table summarizes the distribution of maturities of our commercial mortgage loans as of December 31, 2018 (dollars in millions):

							
 	Number of loans	 	Carrying value	
2019	16		 	$	19.2		
2020	7		 	14.9		
2021	6		 	11.5		
2022	14		 	89.5		
2023	13		 	166.9		
after 2023	134		 	1,150.5		
Total commercial mortgage loans	190		 	$	1,452.5		

The following table provides the carrying value and estimated fair value of our outstanding commercial mortgage loans and the underlying collateral as of December 31, 2018 (dollars in millions):

												
 	 	 	Estimated fair
value	
Loan-to-value ratio (a)	Carrying value	 	Mortgage loans	 	Collateral	
Less than 60%	$	918.2		 	$	936.9		 	$	2,425.1		
60% to 70%	315.2		 	318.2		 	496.7		
Greater than 70% to 80%	173.2		 	176.1		 	236.3		
Greater than 80% to 90%	13.7		 	13.1		 	16.5		
Greater than 90%	32.2		 	31.1		 	34.5		
Total	$	1,452.5		 	$	1,475.4		 	$	3,209.1		
________________
		
(a)	Loan-to-value ratios are calculated as the ratio of: (i) the carrying value of the commercial mortgage loans; to (ii) the estimated fair value of the underlying collateral.	

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At December 31, 2018 , we held $233.1 million of trading securities. We carry trading securities at estimated fair value; changes in fair value are reflected in the statement of operations. Our trading securities include: (i) investments purchased with the intent of selling in the near term to generate income; (ii) investments supporting certain insurance liabilities and certain reinsurance agreements; and (iii) certain fixed maturity securities containing embedded derivatives for which we have elected the fair value option. Investment income from trading securities backing certain insurance liabilities and certain reinsurance agreements is substantially offset by the change in insurance policy benefits related to certain products and agreements.

Other invested assets also include options backing our fixed index products, COLI and certain nontraditional investments, including investments in limited partnerships, promissory notes and real estate investments held for sale.

At December 31, 2018 , we held investments with an amortized cost of $1,534.2 million and an estimated fair value of $1,468.4 million related to VIEs that we are required to consolidate. The investment portfolio held by the VIEs is primarily comprised of commercial bank loans, the borrowers for which are almost entirely rated below-investment grade. Refer to the note to the consolidated financial statements entitled "Investments in Variable Interest Entities" for additional information on these investments.

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CONSOLIDATED FINANCIAL CONDITION

Changes in the Consolidated Balance Sheet

Changes in our consolidated balance sheet between December 31, 2018 and December 31, 2017 , primarily reflect: (i) our net loss for 2018 ; (ii) changes in the fair value of our fixed maturity securities, available for sale; (iii) completion of a long-term care reinsurance transaction in September 2018, as further described in the note to the consolidated financial statements entitled "Summary of Significant Accounting Policies - Reinsurance"; and (iv) payments to repurchase common stock of $100.9 million .

In accordance with GAAP, we record our fixed maturity securities, available for sale, and certain other invested assets at estimated fair value with any unrealized gain or loss (excluding impairment losses, which are recognized through earnings), net of tax and related adjustments, recorded as a component of shareholders' equity. At December 31, 2018 , the net unrealized gains on such investments were $272.5 million.

Our capital structure as of December 31, 2018 and December 31, 2017 was as follows (dollars in millions):

	
								
 	December 31,
2018	 	December 31, 2017	
Total capital:	 	 	 	
Corporate notes payable	$	916.8		 	$	914.6		
Shareholders’ equity:	 	 	 		
Common stock	1.6		 	1.7		
Additional paid-in capital	2,995.0		 	3,073.3		
Accumulated other comprehensive income	177.7		 	1,212.1		
Retained earnings	196.6		 	560.4		
Total shareholders’ equity	3,370.9		 	4,847.5		
Total capital	$	4,287.7		 	$	5,762.1		

The following table summarizes certain financial ratios as of and for the years ended December 31, 2018 and December 31, 2017 :

	
								
 	December 31,
2018	 	December 31, 2017	
Book value per common share	$	20.78		 	$	29.05		
Book value per common share, excluding accumulated other comprehensive income (a)	19.69		 	21.79		
Ratio of earnings to fixed charges	(b)		 	2.94X		
Debt to total capital ratios:	 	 	 	
Corporate debt to total capital	21.4	%	 	15.9	%	
Corporate debt to total capital, excluding accumulated other comprehensive income (a)	22.3	%	 	20.1	%	
_____________________
		
(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)	For such ratio, earnings were $264.8 million less than fixed charges due to the loss recognized related to the long-term care reinsurance transaction completed in September 2018.	

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Contractual Obligations

The Company's significant contractual obligations as of December 31, 2018 , were as follows (dollars in millions):

	
																				
 	 	 	Payment due in	
 	Total	 	2019	 	2020-2021	 	2022-2023	 	Thereafter	
Insurance liabilities (a)	$	54,608.4		 	$	3,254.4		 	$	6,923.8		 	$	6,412.2		 	$	38,018.0		
Notes payable (b)	1,121.6		 	144.8		 	384.9		 	52.5		 	539.4		
Investment borrowings (c)	1,779.8		 	137.3		 	1,003.2		 	620.5		 	18.8		
Borrowings related to variable interest
entities (d)	1,839.6		 	64.8		 	152.0		 	550.8		 	1,072.0		
Postretirement plans (e)	259.1		 	7.5		 	15.8		 	16.9		 	218.9		
Operating leases and certain other contractual commitments (f)	399.6		 	298.8		 	67.6		 	31.8		 	1.4		
Total	$	60,008.1		 	$	3,907.6		 	$	8,547.3		 	$	7,684.7		 	$	39,868.5		

________________
		
(a)	These cash flows represent our estimates of the payments we expect to make to our policyholders, without consideration of future premiums or reinsurance recoveries. These estimates are based on numerous assumptions (depending on the product type) related to mortality, morbidity, lapses, withdrawals, future premiums, future deposits, interest rates on investments, credited rates, expenses and other factors which affect our future payments. The cash flows presented are undiscounted for interest. As a result, total outflows for all years exceed the corresponding liabilities of $23.5 billion included in our consolidated balance sheet as of December 31, 2018 . As such payments are based on numerous assumptions, the actual payments may vary significantly from the amounts shown.	

In estimating the payments we expect to make to our policyholders, we considered the following:

•	For products such as immediate annuities and structured settlement annuities without life contingencies, the payment obligation is fixed and determinable based on the terms of the policy.	

•	For products such as universal life, ordinary life, long-term care, supplemental health and fixed rate annuities, the future payments are not due until the occurrence of an insurable event (such as death or disability) or a triggering event (such as a surrender or partial withdrawal). We estimated these payments using actuarial models based on historical experience and our expectation of the future payment patterns.	

•	For short-term insurance products such as Medicare supplement insurance, the future payments relate only to amounts necessary to settle all outstanding claims, including those that have been incurred but not reported as of the balance sheet date. We estimated these payments based on our historical experience and our expectation of future payment patterns.	

•	The average interest rate we assumed would be credited to our total insurance liabilities (excluding interest rate bonuses for the first policy year only and excluding the effect of credited rates attributable to variable or fixed index products) over the term of the contracts was 4.6 percent.	

(b)	Includes projected interest payments based on interest rates, as applicable, as of December 31, 2018 . Refer to the note to the consolidated financial statements entitled "Notes Payable - Direct Corporate Obligations" for additional information on notes payable.	

(c)	These borrowings represent collateralized borrowings from the FHLB.	

(d)	These borrowings represent the securities issued by VIEs and include projected interest payments based on interest rates, as applicable, as of December 31, 2018 .	

(e)	Includes benefits expected to be paid pursuant to our deferred compensation plan and postretirement plans based on numerous actuarial assumptions and interest credited at 4.25 percent .	

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(f)	Includes amounts related to noncancellable operating leases, sponsorship agreements and commitments to purchase investments. Also included are obligations with third parties for information technology services, software maintenance and license agreements and consulting services.	

It is possible that the ultimate outcomes of various uncertainties could affect our liquidity in future periods. For example, the following events could have a material adverse effect on our cash flows:

•	An adverse decision in pending or future litigation.	

•	An inability to obtain rate increases on certain of our insurance products.	

•	Worse than anticipated claims experience.	

•	Lower than expected dividends and/or surplus debenture interest payments from our insurance subsidiaries (resulting from inadequate earnings or capital or regulatory requirements).	

•	An inability to meet and/or maintain the covenants in our Revolving Credit Agreement.	

•	A significant increase in policy surrender levels.	

•	A significant increase in investment defaults.	

•	An inability of our reinsurers to meet their financial obligations.	

While we actively manage the relationship between the duration and cash flows of our invested assets and the estimated duration and cash flows of benefit payments arising from contract liabilities, there could be significant variations in the timing of such cash flows. Although we believe our current estimates properly project future claim experience, if these estimates prove to be wrong, and our experience worsens (as it did in some prior periods), our future liquidity could be adversely affected.

Liquidity for Insurance Operations

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

Three of the Company's insurance subsidiaries (Washington National, Bankers Life and Colonial Penn) are members of the FHLB.  As members of the FHLB, our insurance subsidiaries have the ability to borrow on a collateralized basis from the FHLB.  We are required to hold certain minimum amounts of FHLB common stock as a condition of membership in the FHLB, and additional amounts based on the amount of the borrowings.  At December 31, 2018 , the carrying value of the FHLB common stock was $71.1 million .  As of December 31, 2018 , collateralized borrowings from the FHLB totaled $1.6 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 $1.9 billion at December 31, 2018 , which are maintained in custodial accounts for the benefit of the FHLB.  

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The following summarizes the terms of the borrowings from the FHLB by our insurance subsidiaries (dollars in millions):

	
							
Amount	 	Maturity	 	Interest rate at	
borrowed	 	date	 	December 31, 2018	
$	50.0		 	February 2019	 	Variable rate – 2.719%	
21.8		 	July 2019	 	Variable rate – 2.969%	
15.0		 	October 2019	 	Variable rate – 3.022%	
50.0		 	May 2020	 	Variable rate – 2.975%	
21.8		 	June 2020	 	Fixed rate – 1.960%	
25.0		 	September 2020	 	Variable rate – 3.449%	
100.0		 	September 2020	 	Variable rate – 3.166%	
50.0		 	September 2020	 	Variable rate – 3.166%	
75.0		 	September 2020	 	Variable rate – 2.923%	
100.0		 	October 2020	 	Variable rate – 2.518%	
50.0		 	December 2020	 	Variable rate – 3.047%	
100.0		 	July 2021	 	Variable rate – 2.986%	
100.0		 	July 2021	 	Variable rate – 2.956%	
57.7		 	August 2021	 	Variable rate – 3.112%	
28.2		 	August 2021	 	Fixed rate – 2.550%	
125.0		 	August 2021	 	Variable rate – 2.986%	
50.0		 	September 2021	 	Variable rate – 3.229%	
22.0		 	May 2022	 	Variable rate – 3.057%	
100.0		 	May 2022	 	Variable rate – 2.952%	
10.0		 	June 2022	 	Variable rate – 3.381%	
50.0		 	July 2022	 	Variable rate – 2.790%	
50.0		 	July 2022	 	Variable rate – 2.867%	
50.0		 	July 2022	 	Variable rate – 2.889%	
50.0		 	August 2022	 	Variable rate – 2.979%	
50.0		 	December 2022	 	Variable rate – 3.038%	
50.0		 	December 2022	 	Variable rate – 3.038%	
23.9		 	March 2023	 	Fixed rate – 2.160%	
50.0		 	July 2023	 	Variable rate – 2.845%	
100.0		 	July 2023	 	Variable rate – 2.845%	
20.4		 	June 2025	 	Fixed rate – 2.940%	
$	1,645.8		 	 	 	 	

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

Our estimated consolidated statutory RBC ratio of 393 percent at December 31, 2018 , reflects: (i) an estimated consolidated statutory loss from operations before net realized capital gains of $337.1 million (including a $544.4 million loss related to a long-term care reinsurance transaction); (ii) a $265.0 million capital contribution; and (iii) the payment of insurance company dividends to the holding company of $213.9 million during 2018 . While the Tax Reform Act will reduce the taxes our insurance subsidiaries pay, the revisions to the RBC calculation for the reduction of the corporate tax rate have the effect of increasing required capital, resulting in an overall decrease in our consolidated RBC ratio. The RBC ratio at December 31, 2018, reflects changes to the RBC calculation related to tax factors, certain pre-tax factors for various investment classes and

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collateral held for FHLB advances. The net impact of these changes decreased the RBC ratio by approximately 27 percentage points. In addition, financial market dislocations in the fourth quarter of 2018 contributed to a decrease in the RBC ratio of approximately 24 percentage points including: (i) a reduction in statutory earnings related to statutory accounting requirements which resulted in the change in reserves not entirely offsetting the decrease in market values of the options backing our fixed index annuity products and the decrease in the value of investments backing COLI which, in total, reduced the risk-based capital ratio by approximately 13 percentage points; and (ii) unrealized investment losses included in statutory capital which reduced the risk-based capital ratio by approximately 11 percentage points. Our objective is to target an RBC ratio in the 400 percent to 425 percent range over the long-run.

During 2018 , the financial statements of two of our insurance subsidiaries prepared in accordance with statutory accounting practices prescribed or permitted by regulatory authorities reflected asset adequacy or premium deficiency reserves. Total asset adequacy and premium deficiency reserves for Washington National and BCLIC were $119.0 million and $34.5 million, respectively, at December 31, 2018 . Due to differences between statutory and GAAP insurance liabilities, we were not required to recognize a similar asset adequacy or premium deficiency reserve in our consolidated financial statements prepared in accordance with GAAP. The determination of the need for and amount of asset adequacy or premium deficiency reserves is subject to numerous actuarial assumptions, including the Company's ability to change NGEs related to certain products consistent with contract provisions.

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

Financial Strength Ratings of our Insurance Subsidiaries

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

On January 9, 2019, A.M. Best affirmed its "A-" financial strength ratings of our primary insurance subsidiaries. The outlook for these ratings remains stable. The "A-" rating is assigned to companies that have an excellent ability, in A.M. Best's opinion, to meet their ongoing obligations to policyholders.  A.M. Best ratings for the industry currently range from "A++ (Superior)" to "F (In Liquidation)" and some companies are not rated.  An "A++" rating indicates a superior ability to meet ongoing obligations to policyholders.  A.M. Best has sixteen possible ratings.  There are three ratings above the "A-" rating of our primary insurance subsidiaries and twelve ratings that are below that rating.

On October 4, 2018, Moody's upgraded the financial strength ratings of our primary insurance subsidiaries to "A3" from "Baa1" and the outlook for these ratings is stable. Moody's actions resulted from the Company's announcement that Bankers Life had closed on its agreement to cede certain long-term care policies as further described in the note to the consolidated financial statements entitled "Reinsurance". Moody’s financial strength ratings range from "Aaa" to "C".  These ratings may be supplemented with numbers "1", "2", or "3" to show relative standing within a category.  In Moody's view, an insurer rated "A" offers good financial security, however, certain elements may be present which suggests a susceptibility to impairment sometime in the future. Moody's has twenty-one possible ratings.  There are six ratings above the "A3" rating of our primary insurance subsidiaries and fourteen ratings that are below that rating.

On August 2, 2018, Fitch affirmed its "BBB+" financial strength ratings of our primary insurance subsidiaries and revised the outlook for these ratings to positive from stable. The positive outlook for these ratings reflected Fitch's view that such ratings could be upgraded over the next 12 to 18 months based on the Company's announcement that Bankers Life had entered into an agreement to cede certain long-term care policies as further described in the note to the consolidated financial statements entitled "Reinsurance". A "BBB" rating, in Fitch's opinion, indicates that there is currently a low expectation of ceased or interrupted payments. The capacity to meet policyholder and contract obligations on a timely basis is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impact this capacity. Fitch ratings for the industry range from "AAA Exceptionally Strong" to "C Distressed" and some companies are not rated. Pluses and minuses show the relative standing within a category. Fitch has nineteen possible ratings. There are seven ratings above the "BBB+" rating of our primary insurance subsidiaries and eleven ratings that are below that rating.

On August 2, 2018, S&P affirmed the financial strength ratings of "BBB+" of our primary insurance subsidiaries and revised the outlook for these ratings to positive from stable. S&P's actions resulted from the Company's announcement that Bankers Life had entered into an agreement to cede certain long-term care policies as further described in the note to the

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

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; Limitations on Holding Company Activities

At December 31, 2018 , CNO, CDOC and our other non-insurance subsidiaries held: (i) unrestricted cash and cash equivalents of $200.4 million; and (ii) fixed income investments of $20.0 million.  On September 27, 2018, the Company completed a long-term care reinsurance transaction pursuant to which its wholly-owned subsidiary, Bankers Life, entered into an agreement to cede all of its legacy (prior to 2003) comprehensive and nursing home long-term care policies through 100% indemnity coinsurance, as further described in the note to the consolidated financial statements entitled "Summary of Significant Accounting Policies - Reinsurance". Bankers Life paid a ceding commission of $825 million to reinsure the block, funded through excess capital in the insurance subsidiaries and at the holding company. We funded a portion of the ceding commission paid in the transaction through a capital contribution from the holding company of $265.0 million.  The capital contribution was funded from cash, cash equivalents and liquid investments held at the holding company.  We expect to maintain holding company liquidity of at least $150 million at all times, which represents approximately two years of interest and other holding company expenses.

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, which receives fees from the insurance subsidiaries for investment services, and CNO Services which receives fees from the insurance subsidiaries for providing administrative services.  The agreements between our insurance subsidiaries and CNO Services and 40|86 Advisors, respectively, were previously approved by the domestic insurance regulator for each insurance company, and any payments thereunder do not require further regulatory approval.

The following table sets forth the aggregate amount of dividends (net of capital contributions) and other distributions that our insurance subsidiaries paid to our non-insurance subsidiaries in each of the last three fiscal years (dollars in millions):

												
 	Years ended December 31,	
 	2018	 	2017	 	2016	
Net dividends (contributions) from/to insurance subsidiaries	$	(51.1	)	 	$	357.7		 	$	74.3		
Surplus debenture interest	58.2		 	56.8		 	56.0		
Fees for services provided pursuant to service agreements	108.9		 	108.1		 	78.6		
Total dividends and other distributions paid by insurance subsidiaries	$	116.0		 	$	522.6		 	$	208.9		

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

The ability of our insurance subsidiaries to pay dividends is subject to state insurance department regulations and is based on the financial statements of our insurance subsidiaries prepared in accordance with statutory accounting practices prescribed or permitted by regulatory authorities, which differ from GAAP.  These regulations generally permit dividends to be paid from statutory earned surplus of the insurance company without regulatory approval for any 12-month period in amounts equal to the greater of (or in some states, the lesser of): (i) statutory net gain from operations or net income for the prior year; or (ii) 10 percent of statutory capital and surplus as of the end of the preceding year.  However, as each of the immediate insurance subsidiaries of CDOC has significant negative earned surplus, any dividend payments from the insurance subsidiaries require the prior approval of the director or commissioner of the applicable state insurance department.  In 2018 , our insurance subsidiaries paid dividends to CDOC totaling $213.9 million.  We expect to receive regulatory approval for future dividends from our subsidiaries, but there can be no assurance that such payments will be approved or that the financial condition of our insurance subsidiaries will not change, making future approvals less likely. 

CDOC holds surplus debentures from CLTX with an aggregate principal amount of $749.6 million.  Interest payments on those surplus debentures do not require additional approval provided the RBC ratio of CLTX exceeds 100 percent (but do require prior written notice to the Texas state insurance department).  The estimated RBC ratio of CLTX was 329 percent at December 31, 2018 .  CDOC also holds a surplus debenture from Colonial Penn with a principal balance of $160.0 million. Interest payments on that surplus debenture require prior approval by the Pennsylvania state insurance department. Dividends and other payments from our non-insurance subsidiaries, including 40|86 Advisors and CNO Services, to CNO or CDOC do not require approval by any regulatory authority or other third party.  However, insurance regulators may prohibit payments by our insurance subsidiaries to parent companies if they determine that such payments could be adverse to our policyholders or contractholders.

The insurance subsidiaries of CDOC receive funds to pay dividends primarily from: (i) the earnings of their direct businesses; (ii) tax sharing payments received from subsidiaries (if applicable); and (iii) with respect to CLTX, dividends received from subsidiaries.  At December 31, 2018 , the subsidiaries of CLTX had earned surplus (deficit) as summarized below (dollars in millions):

	
							
Subsidiary of CLTX	 	Earned surplus (deficit)	 	Additional information	
Bankers Life	 	$	131.6		 	(a)	
Colonial Penn	 	(325.2	)	 	(b)	
____________________
		
(a)	Bankers Life paid dividends of $145.0 million to CLTX in 2018 . Bankers Life may pay dividends without regulatory approval or prior notice for any 12-month period if such dividends are less than the greater of: (i) statutory net income for the prior year; or (ii) 10 percent of statutory capital and surplus as of the end of the preceding year. Dividends in excess of these levels require 30 days prior notice. If a company has negative unassigned surplus, any dividend payments require prior approval. Bankers Life recognized a statutory loss in 2018 due to the closing of the reinsurance transaction as further described in the note to the consolidated financial statements entitled "Summary of Significant Accounting	

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Policies - Reinsurance". Accordingly, any dividends paid in 2019 in excess of 10 percent of Bankers Life’s statutory capital and surplus will require 30 days prior notice.
		
(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 maintain or strengthen their surplus, and these decisions could limit the amount available at our top tier insurance subsidiaries to pay dividends to the holding companies.

The scheduled principal and interest payments on our direct corporate obligations are as follows (dollars in millions):

	
								
 	Principal	 	Interest (a)	
2019	$	100.0		(b)	$	44.8		
2020	325.0		 	33.6		
2021	—		 	26.3		
2022	—		 	26.2		
2023	—		 	26.3		
2024 and thereafter	500.0		 	39.4		
 	$	925.0		 	$	196.6		
_________________________
		
(a)	Based on interest rates as of December 31, 2018 .	
		
(b)	The maturity date of the Revolving Credit Agreement is the earlier of October 13, 2022 and the date that is six months prior to the maturity date of the Company’s 4.50% senior notes due 2020, which is November 30, 2019.	

On October 13, 2017, the Company entered into the Amendment Agreement with respect to its Revolving Credit Agreement. The Amendment Agreement, among other things, increased the total commitments available under the revolving credit facility from $150.0 million to $250.0 million, increased the aggregate amount of additional incremental loans the Company may incur from $50.0 million to $100.0 million and extended the maturity date of the revolving credit facility from May 19, 2019 to the earlier of October 13, 2022 and the date that is six months prior to the maturity date of the Company’s 4.50% senior notes due 2020, which is November 30, 2019. The amount drawn under the Revolving Credit Agreement continues to be $100.0 million.
The interest rate applicable to loans under the Revolving Credit Agreement continues to be calculated as the eurodollar rate or the base rate, at the Company’s option, plus a margin based on the Company’s unsecured debt rating. The margins under the Revolving Credit Agreement range from 1.375% to 2.125% ( 1.75% to 2.25% prior to the Amendment Agreement), in the case of loans at the eurodollar rate, and 0.375% to 1.125% ( .75% to 1.25% prior to the Amendment Agreement), in the case of loans at the base rate. The commitment fee under the Revolving Credit Agreement continues to be based on the Company’s unsecured debt rating.
Additionally, the Revolving Credit Agreement revised the debt to total capitalization ratio that the Company is required to maintain from not more than 30.0 percent to not more than 35.0 percent. The Revolving Credit Agreement continues to contain certain other restrictive covenants with which the Company must comply.
In May 2011, the Company adopted a common share repurchase program. In 2018 , we repurchased 5.5 million shares of common stock for $100.9 million under our securities repurchase program. The Company had remaining repurchase authority of $284.6 million as of December 31, 2018 . Free cash flow before the increase in statutory capital necessary to support our growth is expected to be between $300 million and $350 million per year. The Company is committed to deploying 100 percent of its free cash flow into investments to accelerate profitable growth, (including opportunities to invest in our business and acquisition transactions), common stock dividends and share repurchases. The amount and timing of the securities repurchases (if any) will be based on business and market conditions and other factors including, but not limited to, available capital, the current price of our common stock, opportunities to invest in our business or acquisition transactions.

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In 2018 , 2017 and 2016 , dividends declared on common stock totaled $65.1 million ( $0.39 per common share), $59.6 million ( $0.35 per common share) and $54.8 million ( $0.31 per common share), respectively. In May 2018, the Company increased its quarterly common stock dividend to $0.10 per share from $0.09 per share.

On January 9, 2019, A.M. Best affirmed its "bbb-" issuer credit and senior unsecured debt ratings. The outlook for these ratings remains stable. In A.M. Best's view, a company rated "bbb-" has an adequate ability to meet the terms of its obligations; however, the issuer is more susceptible to changes in economic or other conditions. Pluses and minuses show the relative standing within a category. A.M. Best has a total of 22 possible ratings ranging from "aaa (Exceptional)" to "d (In default)". There are nine ratings above CNO's "bbb-" rating and twelve ratings that are below its rating.

On October 4, 2018, Moody's upgraded our senior unsecured debt rating to "Baa3" from "Ba1" and the outlook for these ratings is stable. Moody's actions resulted from the Company's announcement that Bankers Life had closed on its agreement to cede certain long-term care policies as further described in the note to the consolidated financial statements entitled "Reinsurance". In Moody's view, obligations rated "Baa" are subject to moderate credit risk and may possess certain speculative characteristics. A rating is supplemented with numerical modifiers "1", "2" or "3" to show the relative standing within a category. Moody's has a total of 21 possible ratings ranging from "Aaa" to "C". There are nine ratings above CNO's "Baa3" rating and eleven ratings that are below its rating.

On August 2, 2018, Fitch affirmed its "BB+" rating on our senior unsecured debt and revised the outlook for these ratings to positive from stable. The positive outlook for these ratings reflected Fitch's view that such ratings could be upgraded over the next 12 to 18 months based on the Company's announcement that Bankers Life had entered into an agreement to cede certain long-term care policies as further described in the note to the consolidated financial statements entitled "Reinsurance". In Fitch's view, an obligation rated "BB" indicates an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time; however, business or financial flexibility exists which supports the servicing of financial commitments. Pluses and minuses show the relative standing within a category. Fitch has a total of 21 possible ratings ranging from "AAA" to "D". There are ten ratings above CNO's "BB+" rating and ten ratings that are below its rating.

On August 2, 2018, S&P affirmed our issuer credit and unsecured debt ratings of "BB+" and revised the outlook for these ratings to positive from stable. S&P's actions were based on the Company's announcement that Bankers Life had entered into an agreement to cede certain long-term care policies as further described in the note to the consolidated financial statements entitled "Reinsurance". In S&P's view, an obligation rated "BB" is less vulnerable to nonpayment than other speculative issues; however, it faces major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to the obligor's inadequate capacity to meet its financial commitment on the obligation. Pluses and minuses show the relative standing within a category. S&P has a total of 22 possible ratings ranging from "AAA (Extremely Strong)" to "D (Payment Default)". There are ten ratings above CNO's "BB+" rating and eleven ratings that are below its rating.

Outlook

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

MARKET-SENSITIVE INSTRUMENTS AND RISK MANAGEMENT

Our spread-based insurance business is subject to several inherent risks arising from movements in interest rates, especially if we fail to anticipate or respond to such movements. First, interest rate changes can cause compression of our net spread between interest earned on investments and interest credited on customer deposits, thereby adversely affecting our results. Second, if interest rate changes produce an unanticipated increase in surrenders of our spread-based products, we may be forced to sell invested assets at a loss in order to fund such surrenders. Many of our products include surrender charges, market interest rate adjustments or other features to encourage persistency; however, at December 31, 2018 , approximately 22 percent of our total insurance liabilities, or approximately $5.2 billion , could be surrendered by the policyholder without penalty. Finally, changes in interest rates can have significant effects on our investment portfolio. We use asset/liability strategies that are designed to mitigate the effect of interest rate changes on our profitability. However, there can be no assurance that management will be successful in implementing such strategies and sustaining adequate investment spreads.

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We seek to invest our available funds in a manner that will fund future obligations to policyholders, subject to appropriate risk considerations. We seek to meet this objective through investments that: (i) have similar cash flow characteristics with the liabilities they support; (ii) are diversified (including by types of obligors); and (iii) are predominantly investment-grade in quality.

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 strategic asset allocation and investment management. Accordingly, we may sell securities at a gain or a loss to enhance the projected total return of the portfolio as market opportunities change, to reflect changing perceptions of risk, or to better match certain characteristics of our investment portfolio with the corresponding characteristics of our insurance liabilities.

The profitability of many of our products depends on the spread between the interest earned on investments and the rates credited on our insurance liabilities. In addition, changes in competition and other factors, including the level of surrenders and withdrawals, may limit our ability to adjust or to maintain crediting rates at levels necessary to avoid narrowing of spreads under certain market conditions. As of December 31, 2018 , approximately 19 percent of our insurance liabilities had interest rates that may be reset annually; 51 percent had a fixed explicit interest rate for the duration of the contract; 28 percent had credited rates which approximate the income earned by the Company; and the remainder had no explicit interest rates. At December 31, 2018 , the average yield, computed on the cost basis of our fixed maturity portfolio, was 5.1 percent , and the average interest rate credited or accruing to our total insurance liabilities (excluding interest rate bonuses for the first policy year only and excluding the effect of credited rates attributable to variable or fixed index products) was 4.6 percent .

We simulate the cash flows expected from our existing insurance business under various interest rate scenarios. These simulations help us to measure the potential gain or loss in fair value of our interest rate-sensitive investments and to manage the relationship between the interest sensitivity of our assets and liabilities. When the estimated durations of assets and liabilities are similar, absent other factors, a change in the value of assets related to changes in interest rates should be largely offset by a change in the value of liabilities. At December 31, 2018 , the estimated duration of our fixed income securities (as modified to reflect estimated prepayments and call premiums) and the estimated duration of our insurance liabilities were approximately 8.6 years and 8.4 years , respectively. We estimate that our fixed maturity securities and short-term investments (net of corresponding changes in insurance acquisition costs) would decline in fair value by approximately $345 million if interest rates were to increase by 10 percent from their levels at December 31, 2018 . Our simulations incorporate numerous assumptions, require significant estimates and assume an immediate change in interest rates without any management of the investment portfolio in reaction to such change. Consequently, potential changes in value of our financial instruments indicated by the simulations will likely be different from the actual changes experienced under given interest rate scenarios, and the differences may be material. Because we actively manage our investments and liabilities, our net exposure to interest rates can vary over time.

We are subject to the risk that our investments will decline in value. This has occurred in the past and may occur again, particularly if interest rates rise from their current low levels. During 2018 , we recognized net realized investment gains of $352.1 million , which were comprised of: (i) $40.1 million of net gains from the sales of investments; (ii) $363.4 million of gains on the transfer of assets (substantially all of which were fixed maturities) related to reinsurance transaction; (iii) $38.2 million of losses related to equity securities, including the change in fair value; (iv) the decrease in fair value of certain fixed maturity investments with embedded derivatives of $5.5 million ; (v) the decrease in fair value of embedded derivatives related to a modified coinsurance agreement of $5.1 million ; and (vi) $2.6 million of writedowns of investments for other than temporary declines in fair value recognized through net income. During 2017 , we recognized net realized investment gains of $50.3 million , which were comprised of: (i) $63.1 million of net gains from the sales of investments; (ii) $4.3 million of losses on the dissolution of VIEs; (iii) the increase in fair value of certain fixed maturity investments with embedded derivatives of $11.5 million ; (iv) the increase in fair value of embedded derivatives related to a modified coinsurance agreement of $2.8 million ; and (v) $22.8 million of writedowns of investments for other than temporary declines in fair value recognized through net income. During 2016 , we recognized net realized investment gains of $8.3 million , which were comprised of: (i) $47.5 million of net gains from the sales of investments; (ii) a $7.3 million loss on the dissolution of a VIE; (iii) the decrease in fair value of certain fixed maturity investments with embedded derivatives of $.4 million ; (iv) the increase in fair value of embedded derivatives related to a modified coinsurance agreement of $.8 million ; and (v) $32.3 million of writedowns of investments for other than temporary declines in fair value recognized through net income ( $35.9 million , prior to the $3.6 million of impairment losses recognized through accumulated other comprehensive income).
  
The Company is subject to risk resulting from fluctuations in market prices of our equity securities. In general, these investments have more year-to-year price variability than our fixed maturity investments. However, returns over longer time

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frames have been consistently higher. We manage this risk by limiting our equity securities to a relatively small portion of our total investments.

Our investment in options backing our equity-linked products is closely matched with our obligation to fixed index annuity holders. Fair value changes associated with that investment are substantially offset by an increase or decrease in the amounts added to policyholder account balances for fixed index products.

Inflation

Inflation rates may impact the financial statements and operating results in several areas. Inflation influences interest rates, which in turn impact the fair value of the investment portfolio and yields on new investments. Inflation also impacts a portion of our insurance policy benefits affected by increased medical coverage costs. Operating expenses, including payrolls, are impacted to a certain degree by the inflation rate.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information included under the caption "Market-Sensitive Instruments and Risk Management" in Item 7. "Management's Discussion and Analysis of Consolidated Financial Condition and Results of Operations" is incorporated herein by reference.

ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS.

	
		
Index to Consolidated Financial Statements	
 	Page	
Report of Independent Registered Public Accounting Firm	115	
Consolidated Balance Sheet at December 31, 2018 and 2017	117	
Consolidated Statement of Operations for the years ended December 31, 2018, 2017 and 2016	119	
Consolidated Statement of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016	120	
Consolidated Statement of Shareholders' Equity for the years ended December 31, 2018, 2017 and 2016	121	
Consolidated Statement of Cash Flows for the years ended December 31, 2018, 2017 and 2016	122	
Notes to Consolidated Financial Statements	123	

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of CNO Financial Group, Inc.:

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheet of CNO Financial Group, Inc. and its subsidiaries (the “Company”) as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2018, including the related notes and financial statement schedules listed in the index appearing under item 15(a)2 (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017 , and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Item 9A: Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

115

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Indianapolis, Indiana
February 25, 2019

We have served as the Company’s auditor since 1983.   

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2018 and 2017
(Dollars in millions)

ASSETS

	
								
 	2018	 	2017	
 	 	 	 	
Investments:	 	 	 	
Fixed maturities, available for sale, at fair value (amortized cost: 2018 - $18,107.8; 2017 - $20,702.1)	$	18,447.7		 	$	22,910.9		
Equity securities at fair value (cost: 2018 - $319.8; 2017 - $420.0)	291.0		 	440.6		
Mortgage loans	1,602.1		 	1,650.6		
Policy loans	119.7		 	116.0		
Trading securities	233.1		 	284.6		
Investments held by variable interest entities	1,468.4		 	1,526.9		
Other invested assets	833.4		 	924.5		
Total investments	22,995.4		 	27,854.1		
Cash and cash equivalents - unrestricted	594.2		 	578.4		
Cash and cash equivalents held by variable interest entities	62.4		 	178.9		
Accrued investment income	205.2		 	245.9		
Present value of future profits	343.6		 	359.6		
Deferred acquisition costs	1,322.5		 	1,026.8		
Reinsurance receivables	4,925.4		 	2,175.2		
Income tax assets, net	630.0		 	366.9		
Assets held in separate accounts	4.4		 	5.0		
Other assets	356.7		 	319.5		
Total assets	$	31,439.8		 	$	33,110.3		

(continued on next page)

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

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CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET, continued
December 31, 2018 and 2017
(Dollars in millions)

LIABILITIES AND SHAREHOLDERS' EQUITY

	
								
 	2018	 	2017	
 	 	 	 	
Liabilities:	 	 	 	
Liabilities for insurance products:	 	 	 	
Policyholder account balances	$	11,594.1		 	$	11,220.7		
Future policy benefits	11,082.4		 	11,521.3		
Liability for policy and contract claims	521.9		 	530.3		
Unearned and advanced premiums	253.9		 	261.7		
Liabilities related to separate accounts	4.4		 	5.0		
Other liabilities	632.4		 	751.8		
Investment borrowings	1,645.8		 	1,646.7		
Borrowings related to variable interest entities	1,417.2		 	1,410.7		
Notes payable – direct corporate obligations	916.8		 	914.6		
Total liabilities	28,068.9		 	28,262.8		
Commitments and Contingencies			 			
Shareholders' equity:	 		 	 		
Common stock ($0.01 par value, 8,000,000,000 shares authorized, shares issued and outstanding: 2018 - 162,201,692; 2017 - 166,857,931)	1.6		 	1.7		
Additional paid-in capital	2,995.0		 	3,073.3		
Accumulated other comprehensive income	177.7		 	1,212.1		
Retained earnings	196.6		 	560.4		
Total shareholders' equity	3,370.9		 	4,847.5		
Total liabilities and shareholders' equity	$	31,439.8		 	$	33,110.3		

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
for the years ended December 31, 2018 , 2017 and 2016
(Dollars in millions, except per share data)

	
													
 	 	2018	 	2017	 	2016	
Revenues:	 	 	 	 	 	 	
Insurance policy income	 	$	2,593.1		 	$	2,647.3		 	$	2,601.1		
Net investment income:	 	 		 	 		 	 		
General account assets	 	1,279.7		 	1,285.4		 	1,204.1		
Policyholder and other special-purpose portfolios	 	26.5		 	265.9		 	121.1		
Realized investment gains (losses):	 	 		 	 		 	 		
Net realized gains on the transfer of assets related to reinsurance transaction	 	363.4		 	—		 	—		
Other net realized investment gains, excluding impairment losses	 	(8.7	)	 	77.4		 	47.9		
Other-than-temporary impairments:	 	 		 	 		 	 		
Total other-than-temporary impairment losses	 	(2.6	)	 	(21.9	)	 	(35.9	)	
Portion of other-than-temporary impairment losses recognized in accumulated other comprehensive income	 	—		 	(.9	)	 	3.6		
Net impairment losses recognized	 	(2.6	)	 	(22.8	)	 	(32.3	)	
Loss on dissolution of variable interest entities	 	—		 	(4.3	)	 	(7.3	)	
Total realized gains	 	352.1		 	50.3		 	8.3		
Fee revenue and other income	 	62.1		 	48.3		 	50.5		
Total revenues	 	4,313.5		 	4,297.2		 	3,985.1		
Benefits and expenses:	 	 	 	 	 	 	
Insurance policy benefits	 	2,278.6		 	2,602.7		 	2,390.5		
Loss related to reinsurance transactions	 	1,067.6		 	—		 	75.4		
Interest expense	 	149.8		 	123.7		 	116.4		
Amortization	 	264.3		 	239.3		 	253.3		
Loss on extinguishment of borrowings related to variable interest entities	 	3.8		 	9.5		 	—		
Other operating costs and expenses	 	814.2		 	841.5		 	796.3		
Total benefits and expenses	 	4,578.3		 	3,816.7		 	3,631.9		
Income (loss) before income taxes	 	(264.8	)	 	480.5		 	353.2		
Income tax expense (benefit):	 	 	 	 	 	 	
Tax expense (benefit) on period income	 	(57.6	)	 	162.8		 	127.8		
Valuation allowance for deferred tax assets and other tax items	 	107.8		 	142.1		 	(132.8	)	
Net income (loss)	 	$	(315.0	)	 	$	175.6		 	$	358.2		
Earnings per common share:	 	 	 	 	 	 	
Basic:	 	 	 	 	 	 	
Weighted average shares outstanding	 	165,457,000		 	170,025,000		 	176,638,000		
Net income (loss)	 	$	(1.90	)	 	$	1.03		 	$	2.03		
Diluted:	 	 	 	 	 	 	
Weighted average shares outstanding	 	165,457,000		 	172,144,000		 	178,323,000		
Net income (loss)	 	$	(1.90	)	 	$	1.02		 	$	2.01		

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 COMPREHENSIVE INCOME
for the years ended December 31, 2018 , 2017 and 2016
(Dollars in millions)

	
												
 	2018	 	2017	 	2016	
Net income (loss)	$	(315.0	)	 	$	175.6		 	$	358.2		
Other comprehensive income, before tax:	 	 	 	 	 	
Unrealized gains (losses) for the period	(1,579.9	)	 	959.3		 	424.4		
Amortization of present value of future profits and deferred acquisition costs	125.5		 	(29.7	)	 	(27.9	)	
Amount related to premium deficiencies assuming the net unrealized gains (losses) had been realized	512.0		 	(310.5	)	 	(46.9	)	
Reclassification adjustments:	 	 	 	 	 	
For net realized investment gains (losses) included in net income (loss)	(356.9	)	 	(40.2	)	 	(18.6	)	
For amortization of the present value of future profits and deferred acquisition costs related to net realized investment gains (losses) included in net income (loss)	(.4	)	 	1.0		 	.7		
Unrealized gains (losses) on investments	(1,299.7	)	 	579.9		 	331.7		
Change related to deferred compensation plan	—		 	—		 	8.6		
Other comprehensive income (loss) before tax	(1,299.7	)	 	579.9		 	340.3		
Income tax (expense) benefit related to items of accumulated other comprehensive income (loss)	281.6		 	(195.6	)	 	(120.7	)	
Other comprehensive income (loss), net of tax	(1,018.1	)	 	384.3		 	219.6		
Comprehensive income (loss)	$	(1,333.1	)	 	$	559.9		 	$	577.8		

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)

	
																
 	Common stock and
additional
paid-in capital	 	Accumulated other
 comprehensive income	 	Retained earnings	 	Total	
Balance, December 31, 2015	$	3,388.6		 	$	402.8		 	$	347.1		 	$	4,138.5		
Net income	—		 	—		 	358.2		 	358.2		
Change in unrealized appreciation (depreciation) of investments (net of applicable income tax expense of $121.5)	—		 	221.1		 	—		 	221.1		
Change in noncredit component of impairment losses on fixed maturities, available for sale (net of applicable income tax benefit of $.8)	—		 	(1.5	)	 	—		 	(1.5	)	
Cost of common stock repurchased	(203.0	)	 	—		 	—		 	(203.0	)	
Dividends on common stock	—		 	—		 	(54.6	)	 	(54.6	)	
Stock options, restricted stock and performance units	28.2		 	—		 	—		 	28.2		
Balance, December 31, 2016	3,213.8		 	622.4		 	650.7		 	4,486.9		
Cumulative effect of accounting change	.9		 	—		 	(.6	)	 	.3		
Balance, January 1, 2017	3,214.7		 	622.4		 	650.1		 	4,487.2		
Net income	—		 	—		 	175.6		 	175.6		
Change in unrealized appreciation (depreciation) of investments (net of applicable income tax expense of $194.4)	—		 	382.1		 	—		 	382.1		
Change in noncredit component of impairment losses on fixed maturities, available for sale (net of applicable income tax expense of $1.2)	—		 	2.2		 	—		 	2.2		
Reclassification of stranded income tax effects from the Tax Cuts and Jobs Act	—		 	205.4		 	(205.4	)	 	—		
Cost of common stock repurchased	(167.1	)	 	—		 	—		 	(167.1	)	
Dividends on common stock	—		 	—		 	(59.9	)	 	(59.9	)	
Stock options, restricted stock and performance units	27.4		 	—		 	—		 	27.4		
Balance, December 31, 2017	3,075.0		 	1,212.1		 	560.4		 	4,847.5		
Cumulative effect of accounting change	—		 	(16.3	)	 	16.3		 	—		
Balance, January 1, 2018	3,075.0		 	1,195.8		 	576.7		 	4,847.5		
Net loss	—		 	—		 	(315.0	)	 	(315.0	)	
Change in unrealized appreciation (depreciation) of investments (net of applicable income tax benefit of $281.3)	—		 	(1,017.0	)	 	—		 	(1,017.0	)	
Change in noncredit component of impairment losses on fixed maturities, available for sale (net of applicable income tax benefit of $.3)	—		 	(1.1	)	 	—		 	(1.1	)	
Cost of common stock repurchased	(100.9	)	 	—		 	—		 	(100.9	)	
Dividends on common stock	—		 	—		 	(65.1	)	 	(65.1	)	
Stock options, restricted stock and performance units	22.5		 	—		 	—		 	22.5		
Balance, December 31, 2018	$	2,996.6		 	$	177.7		 	$	196.6		 	$	3,370.9		

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
for the years ended December 31, 2018 , 2017 and 2016
(Dollars in millions)

	
													
 	 	2018	 	2017	 	2016	
Cash flows from operating activities:	 	 	 	 	 	 	
Insurance policy income	 	$	2,433.4		 	$	2,483.2		 	$	2,457.0		
Net investment income	 	1,321.2		 	1,256.3		 	1,213.9		
Fee revenue and other income	 	62.1		 	48.3		 	50.5		
Cash and cash equivalents received upon recapture of reinsurance	 	—		 	—		 	73.6		
Insurance policy benefits	 	(1,910.7	)	 	(1,973.1	)	 	(1,916.0	)	
Payment to reinsurer pursuant to long-term care business reinsured	 	(365.0	)	 	—		 	—		
Interest expense	 	(141.1	)	 	(120.5	)	 	(106.0	)	
Deferrable policy acquisition costs	 	(261.8	)	 	(236.1	)	 	(242.7	)	
Other operating costs	 	(788.5	)	 	(747.4	)	 	(747.9	)	
Income taxes	 	(31.8	)	 	(77.4	)	 	(6.7	)	
Net cash from operating activities	 	317.8			633.3		 	775.7		
Cash flows from investing activities:	 	 		 	 		 	 	
Sales of investments	 	3,210.2		 	2,460.7		 	2,828.9		
Maturities and redemptions of investments	 	2,469.0		 	3,324.6		 	2,507.2		
Purchases of investments	 	(6,205.8	)	 	(6,141.0	)	 	(6,159.8	)	
Net sales (purchases) of trading securities	 	25.9		 	108.9		 	(84.2	)	
Other	 	(25.0	)	 	(23.4	)	 	(22.5	)	
Net cash used by investing activities	 	(525.7	)	 	(270.2	)	 	(930.4	)	
Cash flows from financing activities:	 	 		 	 		 	 	
Issuance of common stock	 	3.9		 	8.3		 	8.4		
Payments to repurchase common stock	 	(108.0	)	 	(168.3	)	 	(210.0	)	
Common stock dividends paid	 	(64.8	)	 	(59.6	)	 	(54.8	)	
Amounts received for deposit products	 	1,588.5		 	1,445.9		 	1,386.7		
Withdrawals from deposit products	 	(1,312.3	)	 	(1,232.6	)	 	(1,181.6	)	
Issuance of investment borrowings:	 	 	 	 	 	 	
Federal Home Loan Bank	 	150.0		 	432.0		 	432.7		
Related to variable interest entities	 	277.6		 	981.6		 	493.2		
Payments on investment borrowings:	 	 	 	 	 	 	
Federal Home Loan Bank	 	(150.9	)	 	(432.7	)	 	(333.5	)	
Related to variable interest entities and other	 	(276.8	)	 	(1,248.6	)	 	(514.9	)	
Net cash provided (used) by financing activities	 	107.2		 	(274.0	)	 	26.2		
Net increase (decrease) in cash and cash equivalents	 	(100.7	)	 	89.1		 	(128.5	)	
Cash and cash equivalents - unrestricted and held by variable interest entities, beginning of year	 	757.3		 	668.2		 	796.7		
Cash and cash equivalents - unrestricted and held by variable interest entities, end of year	 	$	656.6		 	$	757.3		 	$	668.2		

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
___________________

1. BUSINESS AND BASIS OF PRESENTATION

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

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

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; long-term care in run-off; and corporate operations, comprised of holding company activities and certain noninsurance company businesses. On September 27, 2018, the Company completed a long-term care reinsurance transaction pursuant to which its wholly-owned subsidiary, Bankers Life and Casualty Company ("Bankers Life"), entered into an agreement with Wilton Reassurance Company ("Wilton Re") to cede all of its legacy (prior to 2003) comprehensive and nursing home long-term care policies (with statutory reserves of $2.7 billion ) through 100% indemnity coinsurance, as further described in the note to the consolidated financial statements entitled "Summary of Significant Accounting Policies - Reinsurance". In anticipation of the reinsurance agreement, the Company reorganized its business segments to move the block to be ceded from the "Bankers Life segment" to the "Long-term care in run-off segment" in the third quarter of 2018. All prior period segment disclosures have been revised to conform to management's current view of the Company's operating segments.

•	Bankers Life,   which underwrites, 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, financial and investment advisors, and sales managers supported by a network of community-based sales offices.  The Bankers Life segment includes primarily the business of Bankers Life.  Bankers Life also has various distribution and marketing agreements with other insurance companies to use Bankers Life's career agents to distribute Medicare Advantage and prescription drug plan products in exchange for a fee.	

•	Washington National, which underwrites, 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. and through independent marketing organizations and insurance agencies including worksite marketing.  The products being marketed are underwritten by Washington National Insurance Company ("Washington National"). This segment's business also includes certain closed blocks of annuities and Medicare supplement policies which are no longer being actively marketed by this segment and were primarily issued or acquired by Washington National.	

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

•	Long-term care in run-off consists of: (i) the long-term care business that was recaptured due to the termination of certain reinsurance agreements effective September 30, 2016 (such business is not actively marketed and was issued or acquired by Washington National and Bankers Conseco Life Insurance Company ("BCLIC"); and (ii) certain legacy (prior to 2003) comprehensive and nursing home long-term care policies which were ceded in September 2018 (such business is not actively marketed and was issued by Bankers Life).	

We prepare our financial statements 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 2018 presentation. These reclassifications have no effect on net income or shareholders' equity.

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

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

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Investments

Fixed maturity securities include available for sale bonds and redeemable preferred stocks. We carry these investments at estimated fair value. We record any unrealized gain or loss, net of tax and related adjustments, as a component of shareholders’ equity.
Equity securities include investments in common stock, exchange-traded funds and non-redeemable preferred stock. We carry these investments at estimated fair value. Effective January 1, 2018, changes in the fair value of equity securities are recognized in net income as further described below under the caption "Recently Issued Accounting Standards - Adopted Accounting Standards". Prior to January 1, 2018, changes in the fair value of equity securities were recorded in "Accumulated other comprehensive income".

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

Policy loans are stated at current unpaid principal balances. Policy loans are collateralized by the cash surrender value of the life insurance policy. Interest income is recorded as earned using the contractual interest rate.

Trading securities include: (i) investments purchased with the intent of selling in the near team to generate income; (ii) investments supporting certain insurance liabilities; and (iii) certain fixed maturity securities containing embedded derivatives for which we have elected the fair value option. The change in fair value of the income generating investments and investments supporting insurance liabilities and reinsurance agreements is recognized in income from policyholder and other special-purpose portfolios (a component of net investment income). The change in fair value of securities with embedded derivatives is recognized in realized investment gains (losses). Investment income related to investments supporting certain insurance liabilities is substantially offset by the change in insurance policy benefits related to certain products.

Other invested assets include: (i) call options purchased in an effort to offset or hedge the effects of certain policyholder benefits related to our fixed index annuity and life insurance products; (ii) Company-owned life insurance ("COLI"); (iii) investments in the common stock of the Federal Home Loan Bank ("FHLB"); and (iv) certain non-traditional investments. We carry the call options at estimated fair value as further described in the section of this note entitled "Accounting for Derivatives". We carry COLI at its cash surrender value which approximates its net realizable value. Non-traditional investments include investments in certain limited partnerships and hedge funds which are accounted for using the equity method; and promissory notes, which are accounted for using the cost method. In accounting for limited partnerships and hedge funds, we consistently use the most recently available financial information provided by the general partner or manager of each of these investments, which is one to three months prior to the end of our reporting period.

Interest income on fixed maturity securities is recognized when earned using a constant effective yield method giving effect to amortization of premiums and accretion of discounts. Prepayment fees are recognized when earned. Dividends on equity securities are recognized when declared.

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

When we sell a security (other than trading securities), we report the difference between the sale proceeds and amortized cost (determined based on specific identification) as a realized investment gain or loss.

We regularly evaluate our investments for possible impairment as further described in the note to the consolidated financial statements entitled "Investments".

When a security defaults (including mortgage loans) or securities are other-than-temporarily impaired, our policy is to discontinue the accrual of interest and eliminate all previous interest accruals, if we determine that such amounts will not be ultimately realized in full.

Cash and Cash Equivalents

Cash and cash equivalents include commercial paper, invested cash and other investments purchased with original maturities of less than three months. We carry them at amortized cost, which approximates estimated fair value. It is the Company's policy to offset negative cash balances with positive balances in other accounts with the same counterparty when agreements are in place permitting legal right of offset.

Deferred Acquisition Costs

Deferred acquisition costs represent incremental direct costs related to the successful acquisition of new or renewal insurance contracts. For interest-sensitive life or annuity products, we amortize these costs in relation to the estimated gross profits using the interest rate credited to the underlying policies. For other products, we amortize these costs in relation to future anticipated premium revenue using the projected investment earnings rate.

When we realize a gain or loss on investments backing our interest-sensitive life or annuity products, we adjust the amortization to reflect the change in estimated gross profits from the products due to the gain or loss realized and the effect on future investment yields. We also adjust deferred acquisition costs for the change in amortization that would have been recorded if our fixed maturity securities, available for sale, had been sold at their stated aggregate fair value and the proceeds reinvested at current yields. We limit the total adjustment related to the impact of unrealized losses to the total of costs capitalized plus interest related to insurance policies issued in a particular year. We include the impact of this adjustment in accumulated other comprehensive income (loss) within shareholders' equity.

We regularly evaluate the recoverability of the unamortized balance of the deferred acquisition costs. We consider estimated future gross profits or future premiums, expected mortality or morbidity, interest earned and credited rates, persistency and expenses in determining whether the balance is recoverable. If we determine a portion of the unamortized balance is not recoverable, it is charged to amortization expense. In certain cases, the unamortized balance of the deferred acquisition costs may not be deficient in the aggregate, but our estimates of future earnings indicate that profits would be recognized in early periods and losses in later periods. In this case, we increase the amortization of the deferred acquisition costs over the period of profits, by an amount necessary to offset losses that are expected to be recognized in the later years.

Present Value of Future Profits

The present value of future profits is the value assigned to the right to receive future cash flows from policyholder insurance contracts existing at September 10, 2003 (the "Effective Date", the effective date of the bankruptcy reorganization of Conseco, Inc., an Indiana corporation (our "Predecessor")). The discount rate we used to determine the present value of future profits was 12 percent . The balance of this account is amortized and evaluated for recovery in the same manner as described above for deferred acquisition costs.  We also adjust the present value of future profits for the change in amortization that would have been recorded if the fixed maturity securities, available for sale, had been sold at their stated aggregate fair value and the proceeds reinvested at current yields, similar to the manner described above for deferred acquisition costs.  We limit the total adjustment related to the impact of unrealized losses to the total present value of future profits plus interest.

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

Recognition of Insurance Policy Income and Related Benefits and Expenses on Insurance Contracts

For interest-sensitive life and annuity contracts that do not involve significant mortality or morbidity risk, the amounts collected from policyholders are considered deposits and are not included in revenue. Revenues for these contracts consist of charges for policy administration, cost of insurance charges and surrender charges assessed against policyholders' account balances. Such revenues are recognized when the service or coverage is provided, or when the policy is surrendered.

We establish liabilities for annuity and interest-sensitive life products equal to the accumulated policy account values, which include an accumulation of deposit payments plus credited interest, less withdrawals and the amounts assessed against the policyholder through the end of the period. In addition, policyholder account values for certain interest-sensitive life products are impacted by our assumptions related to changes of certain non-guaranteed elements that we are allowed to make under the terms of the policy, such as cost of insurance charges, expense loads, credited interest rates and policyholder bonuses. Sales inducements provided to the policyholders of these products are recognized as liabilities over the period that the contract must remain in force to qualify for the inducement. The options attributed to the policyholder related to our fixed index annuity products are accounted for as embedded derivatives as described in the section of this note entitled "Accounting for Derivatives".

Premiums from individual life products (other than interest-sensitive life contracts) and health products are recognized when due. When premiums are due over a significantly shorter period than the period over which benefits are provided, any gross premium in excess of the net premium (i.e., the portion of the gross premium required to provide for all expected future benefits and expenses) is deferred and recognized into revenue in a constant relationship to insurance in force. Benefits are recorded as an expense when they are incurred.

We establish liabilities for traditional life, accident and health insurance, and life contingent payment annuity products using mortality tables in general use in the United States, which are modified to reflect the Company's actual experience when appropriate. We establish liabilities for accident and health insurance products using morbidity tables based on the Company's actual or expected experience. These reserves are computed at amounts that, with additions from estimated future premiums received and with interest on such reserves at estimated future rates, are expected to be sufficient to meet our obligations under the terms of the policy. Liabilities for future policy benefits are computed on a net-level premium method based upon assumptions as to future claim costs, investment yields, mortality, morbidity, withdrawals, policy dividends and maintenance expenses determined when the policies were issued (or with respect to policies inforce at August 31, 2003, the Company's best estimate of such assumptions on the Effective Date). We make an additional provision to allow for potential adverse deviation for some of our assumptions. Once established, assumptions on these products are generally not changed unless a premium deficiency exists. In that case, a premium deficiency reserve is recognized and the future pattern of reserve changes is modified to reflect the relationship of premiums to benefits based on the current best estimate of future claim costs, investment yields, mortality, morbidity, withdrawals, policy dividends and maintenance expenses, determined without an additional provision for potential adverse deviation.

We establish claim reserves based on our estimate of the loss to be incurred on reported claims plus estimates of incurred but unreported claims based on our past experience.

Accounting for Long-term Care Premium Rate Increases

Many of our long-term care policies have been subject to premium rate increases. In some cases, these premium rate increases were materially consistent with the assumptions we used to value the particular block of business at the Effective Date. With respect to certain premium rate increases, some of our policyholders were provided an option to cease paying their premiums and receive a non-forfeiture option in the form of a paid-up policy with limited benefits. In addition, our policyholders could choose to reduce their coverage amounts and premiums in the same proportion, when permitted by our contracts or as required by regulators. The following describes how we account for these policyholder options:

•	Premium rate increases - If premium rate increases reflect a change in our previous rate increase assumptions, the new assumptions are not reflected prospectively in our reserves. Instead, the additional premium revenue resulting from the rate increase is recognized as earned and original assumptions continue to be used to determine changes to liabilities for insurance products unless a premium deficiency exists.	

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

		
•	Benefit reductions - A policyholder may choose reduced coverage with a proportionate reduction in premium, when permitted by our contracts. This option does not require additional underwriting. Benefit reductions are treated as a partial lapse of coverage, and the balance of our reserves and deferred insurance acquisition costs is reduced in proportion to the reduced coverage.	

•	Non-forfeiture benefits offered in conjunction with a rate increase - In some cases, non-forfeiture benefits are offered to policyholders who wish to lapse their policies at the time of a significant rate increase. In these cases, exercise of this option is treated as an extinguishment of the original contract and issuance of a new contract. The balance of our reserves and deferred insurance acquisition costs are released, and a reserve for the new contract is established.	

Some of our policyholders may receive a non-forfeiture benefit if they cease paying their premiums pursuant to their original contract (or pursuant to changes made to their original contract as a result of a litigation settlement made prior to the Effective Date or an order issued by the Florida Office of Insurance Regulation). In these cases, exercise of this option is treated as the exercise of a policy benefit, and the reserve for premium paying benefits is reduced, and the reserve for the non-forfeiture benefit is adjusted to reflect the election of this benefit.

Accounting for Certain Marketing Agreements

Bankers Life has entered into various distribution and marketing agreements with other insurance companies to use Bankers Life's career agents to distribute prescription drug and Medicare Advantage plans. These agreements allow Bankers Life to offer these products to current and potential future policyholders without investment in management and infrastructure. We receive fee income related to the plans sold through our distribution channels and incur distribution expenses paid to our agents who sell such products. As further discussed below under the caption "Recently Issued Accounting Standards - Adopted Accounting Standards", we adopted the new revenue recognition guidance which was effective January 1, 2018. The adoption of this new guidance had no impact on the fee revenue we recognized in any calendar year, but did impact the amounts we recognized during each quarterly period within a calendar year.

Reinsurance

In the normal course of business, we seek to limit our loss exposure on any single insured or to certain groups of policies by ceding reinsurance to other insurance enterprises. We currently retain no more than $.8 million of mortality risk on any one policy. We diversify the risk of reinsurance loss by using a number of reinsurers that have strong claims-paying ratings. In each case, the ceding CNO subsidiary is directly liable for claims reinsured in the event the assuming company is unable to pay.

The cost of reinsurance ceded totaled $144.5 million , $105.0 million and $123.9 million in 2018 , 2017 and 2016 , respectively.  We deduct this cost from insurance policy income.  Reinsurance recoveries netted against insurance policy benefits totaled $173.5 million , $88.6 million and $130.1 million in 2018 , 2017 and 2016 , 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 $28.0 million , $30.4 million and $34.0 million in 2018 , 2017 and 2016 , respectively. Insurance policy benefits related to reinsurance assumed totaled $36.4 million , $44.7 million and $47.5 million in 2018 , 2017 and 2016 , respectively.

On September 27, 2018, the Company completed a long-term care reinsurance transaction pursuant to which its wholly-owned subsidiary, Bankers Life, entered into an agreement with Wilton Re to cede all of its legacy (prior to 2003) comprehensive and nursing home long-term care policies (with statutory reserves of $2.7 billion ) through 100% indemnity coinsurance. Bankers Life paid a ceding commission of $825 million to reinsure the block, funded through excess capital in the insurance subsidiaries and at the holding company. Bankers Life transferred to Wilton Re assets equal to the statutory liabilities supporting the block plus the ceding commission (subject to a customary post-closing adjustment). In anticipation of the reinsurance agreement, the Company reorganized its business segments to move the block to be ceded from the "Bankers Life segment" to the "Long-term care in run-off segment" in the third quarter of 2018. Accordingly, the Company evaluates and tests for loss recognition separately for the ceded block included in the "Long-term care in run-off segment". CNO recognized a charge related to the transaction of $661.1 million , net of taxes and gains recognized on the assets transferred to Wilton Re.

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The charge is primarily attributable to loss recognition on the block due to the ceding commission. Including cash flows related to reinsurance in loss recognition testing is consistent with the Company's past practices and policies.

In addition to the reinsurance agreement, Bankers Life and another CNO subsidiary entered into certain other agreements with Wilton Re, including a trust agreement, an administrative services agreement and a transition services agreement.

Wilton Re established a trust account for the benefit of Bankers Life to secure its obligations under the coinsurance agreement. The trust account is required to hold qualified assets with book values equal to the statutory liabilities of the block plus an additional amount, initially $500 million , which declines over time.

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

In September 2016, we terminated the reinsurance agreements with BRe and recaptured the ceded business. As a result of the recapture, we were required to value the assets and liabilities as of the date of recapture based on valuation methodologies that are consistent with the methodologies used by CNO to value its other investments and insurance liabilities. Accordingly, we recognized a loss on the recapture of the long-term care business as summarized below (dollars in millions):

	
				
Market value of investments	$	504.7		
Insurance liabilities	(552.2	)	
Write-off of reinsurance receivables	(17.9	)	
Estimated transaction expenses	(10.0	)	
Pre-tax loss	(75.4	)	
Tax benefit	26.4		
Increase in valuation allowance for deferred tax assets	(4.1	)	
After-tax loss	$	(53.1	)	

Income Taxes

Our income tax expense includes deferred income taxes arising from temporary differences between the financial reporting and tax bases of assets and liabilities 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. In assessing the need for a valuation allowance, all available evidence, both positive and negative, shall be considered to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. This assessment requires significant judgment and considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of carryforward periods, our experience with operating loss and tax credit carryforwards expiring unused, and tax planning strategies. We evaluate the need to establish a valuation allowance for our deferred income tax assets on an ongoing basis. The realization of our deferred tax assets depends upon generating sufficient future taxable income of the appropriate type during the periods in which our temporary differences become deductible and before our NOLs expire.

At December 31, 2018 , our valuation allowance for our net deferred tax assets was $193.7 million , 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 assets and assessing the effects of limitations and/or interpretations on the value of such component to be fully recognized in the future.

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Notes to Consolidated Financial Statements
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Investments in Variable Interest Entities

We have concluded that we are the primary beneficiary with respect to certain variable interest entities ("VIEs"), which are consolidated in our financial statements. All of the VIEs are collateralized loan trusts that were established to issue securities to finance the purchase of corporate loans and other permitted investments.  The assets held by the trusts are legally isolated and not available to the Company.  The liabilities of the VIEs are expected to be satisfied from the cash flows generated by the underlying loans held by the trusts, not from the assets of the Company.  The Company has no financial obligation to the VIEs beyond its investment in each VIE.

The investment portfolios held by the VIEs are primarily comprised of commercial bank loans to corporate obligors which are almost entirely rated below-investment grade.  Refer to the note to the consolidated financial statements entitled "Investments in Variable Interest Entities" for additional information about VIEs.

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 December 31, 2018 , we held investments in various limited partnerships and hedge funds, in which we are not the primary beneficiary, totaling $507.3 million (classified as other invested assets).  At December 31, 2018 , we had unfunded commitments to these partnerships and hedge funds totaling $183.8 million .  Our maximum exposure to loss on these investments is limited to the amount of our investment.

Investment borrowings

Three of the Company's insurance subsidiaries (Washington National, Bankers Life and Colonial Penn) are members of the FHLB.  As members of the FHLB, our insurance subsidiaries have the ability to borrow on a collateralized basis from the FHLB.  We are required to hold certain minimum amounts of FHLB common stock as a condition of membership in the FHLB, and additional amounts based on the amount of the borrowings.  New guidance effective January 1, 2018, requiring equity investments to be measured at fair value (as described in the section of this note entitled "Recently Issued Accounting Standards - Adopted Accounting Standards") does not apply to FHLB common stock and prohibits such investments from being classified as equity securities subject to the new guidance. Accordingly, we have classified our investment in the FHLB common stock as other invested assets. In order to conform to the current presentation, the prior period investment in the FHLB common stock has been reclassified to other invested assets. At December 31, 2018 , the carrying value of the FHLB common stock was $71.1 million .  As of December 31, 2018 , collateralized borrowings from the FHLB totaled $1.6 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 $1.9 billion at December 31, 2018 , which are maintained in a custodial account for the benefit of the FHLB.  Substantially all of such investments are classified as fixed maturities, available for sale, in our consolidated balance sheet.

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The following summarizes the terms of the borrowings from the FHLB by our insurance subsidiaries (dollars in millions):

	
							
Amount	 	Maturity	 	Interest rate at	
borrowed	 	date	 	December 31, 2018	
$	50.0		 	February 2019	 	Variable rate – 2.719%	
21.8		 	July 2019	 	Variable rate – 2.969%	
15.0		 	October 2019	 	Variable rate – 3.022%	
50.0		 	May 2020	 	Variable rate – 2.975%	
21.8		 	June 2020	 	Fixed rate – 1.960%	
25.0		 	September 2020	 	Variable rate – 3.449%	
100.0		 	September 2020	 	Variable rate – 3.166%	
50.0		 	September 2020	 	Variable rate – 3.166%	
75.0		 	September 2020	 	Variable rate – 2.923%	
100.0		 	October 2020	 	Variable rate – 2.518%	
50.0		 	December 2020	 	Variable rate – 3.047%	
100.0		 	July 2021	 	Variable rate – 2.986%	
100.0		 	July 2021	 	Variable rate – 2.956%	
57.7		 	August 2021	 	Variable rate – 3.112%	
28.2		 	August 2021	 	Fixed rate – 2.550%	
125.0		 	August 2021	 	Variable rate – 2.986%	
50.0		 	September 2021	 	Variable rate – 3.229%	
22.0		 	May 2022	 	Variable rate – 3.057%	
100.0		 	May 2022	 	Variable rate – 2.952%	
10.0		 	June 2022	 	Variable rate – 3.381%	
50.0		 	July 2022	 	Variable rate – 2.790%	
50.0		 	July 2022	 	Variable rate – 2.867%	
50.0		 	July 2022	 	Variable rate – 2.889%	
50.0		 	August 2022	 	Variable rate – 2.979%	
50.0		 	December 2022	 	Variable rate – 3.038%	
50.0		 	December 2022	 	Variable rate – 3.038%	
23.9		 	March 2023	 	Fixed rate – 2.160%	
50.0		 	July 2023	 	Variable rate – 2.845%	
100.0		 	July 2023	 	Variable rate – 2.845%	
20.4		 	June 2025	 	Fixed rate – 2.940%	
$	1,645.8		 	 	 	 	

The variable rate borrowings are pre-payable on each interest reset date without penalty.  The fixed rate borrowings are pre-payable subject to payment of a yield maintenance fee based on prevailing market interest rates.  At December 31, 2018 , the aggregate yield maintenance fee to prepay all fixed rate borrowings was $.1 million .

Interest expense of $41.9 million , $27.0 million and $17.5 million in 2018 , 2017 and 2016 , respectively, was recognized related to total borrowings from the FHLB.

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Notes to Consolidated Financial Statements
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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 policy minimums.  The Company accounts for the options attributed to the policyholder for the estimated life of the policy as embedded derivatives. We are required to record the embedded derivatives related to our fixed index annuity products at estimated fair value.

The value of the embedded derivative is based on the estimated cost to fulfill our commitment to fixed indexed annuity policyholders to purchase a series of annual forward options over the duration of the policy that back the potential return based on a percentage of the amount of increase in the value of the appropriate index. In valuing these options, we are required to make assumptions regarding: (i) future index values to determine both the future notional amounts at each anniversary date and the future prices of the forward starting options; (ii) future annual participation rates; and (iii) non-economic factors related to policy persistency. These assumptions are used to estimate the future cost to purchase the options.

The value of the embedded derivatives is determined based on the present value of estimated future option costs discounted using a risk-free rate adjusted for our non-performance risk and risk margins for non-capital market inputs. The non-performance risk adjustment is determined by taking into consideration publicly available information related to spreads in the secondary market for debt with credit ratings similar to ours. These observable spreads are then adjusted to reflect the priority of these liabilities and the claim paying ability of the issuing insurance subsidiaries.

Risk margins are established to capture non-capital market risks which represent the additional compensation a market participant would require to assume the risks related to the uncertainties regarding the embedded derivatives, including future policyholder behavior related to persistency. The determination of the risk margin is highly judgmental given the lack of a market to assume the risks solely related to the embedded derivatives of our fixed index annuity products.

The determination of the appropriate risk-free rate and non-performance risk is sensitive to the economic and interest rate environment. Accordingly, the value of the derivative is volatile due to external market sensitivities, which may materially affect net income. Additionally, changes in the judgmental assumptions regarding the appropriate risk margin can significantly impact the value of the derivative.

We typically buy call options (including call spreads) referenced to the applicable indices in an effort to offset or hedge potential increases to policyholder benefits resulting from increases in the particular index to which the policy's return is linked.

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

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 holder's 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 $11.6 million , $2.0 million and $3.4 million during 2018 , 2017 and 2016 , respectively.  Amounts amortized totaled $10.6 million , $8.9 million and $11.4 million during 2018 , 2017 and 2016 , respectively.  The unamortized balance of deferred sales inducements was $43.5 million and $42.5 million at December 31, 2018 and 2017 , respectively.

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Out-of-Period Adjustments

In 2018 , we recorded the net effect of out-of-period adjustments related to the calculation of certain insurance liabilities which increased insurance policy benefits by $2.5 million (of which, $1.4 million related to long-term care reserves in the Bankers Life segment and $1.1 million related to a closed block of payout annuities in the Colonial Penn segment), decreased tax expense by $.5 million and increased our net loss by $2.0 million (or 1 cent per diluted share). In 2017 , we recorded the net effect of out-of-period adjustments which decreased insurance policy benefits by $4.2 million , increased other operating costs and expenses by $2.0 million , increased tax expense by $.8 million and increased our net income by $1.4 million (or 1 cent per diluted share). We evaluated these adjustments taking into account both qualitative and quantitative factors and considered the impact of these adjustments in relation to each period, as well as the periods in which they originated. The impact of recognizing these adjustments in prior years was not significant to any individual period. Management believes these adjustments are immaterial to the consolidated financial statements and all previously issued financial statements.

Recently Issued Accounting Standards

Pending Accounting Standards

In February 2016, the Financial Accounting Standards Board (the "FASB") issued authoritative guidance related to accounting for leases, requiring lessees to report most leases on their balance sheets, regardless of whether the lease is classified as a finance lease or an operating lease. For lessees, the initial lease liability is equal to the present value of future lease payments, and a corresponding asset, adjusted for certain items, is also recorded. Expense recognition for lessees will remain similar to current accounting requirements for capital and operating leases. The accounting applied by a lessor is largely unchanged from that applied under previous GAAP. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. The guidance will be effective for the Company for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Based on lease contracts in effect at December 31, 2018, the Company's analysis currently indicates that the primary impact of implementation of the new leasing guidance will be the recognition of a "right to use" asset and a "lease liability" of approximately $65 million . The cumulative effect adjustment to retained earnings as of January 1, 2019 is not material.

In June 2016, the FASB issued authoritative guidance related to the measurement of credit losses on financial instruments. The new guidance replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to form credit loss estimates. The guidance will be effective for the Company for fiscal years beginning in 2020, including interim periods within the fiscal year. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company has not yet determined the expected impact of adoption of this guidance on its consolidated financial position, results of operations or cash flows.

In January 2017, the FASB issued authoritative guidance that removes Step 2 of the goodwill impairment test under current guidance, which requires a hypothetical purchase price allocation. The new guidance requires an impairment charge to be recognized for the amount by which the carrying amount exceeds the reported unit's fair value. Upon adoption, the guidance is to be applied prospectively. The guidance will be effective for the Company on January 1, 2020, with early adoption permitted. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In March 2017, the FASB issued authoritative guidance related to the premium amortization on purchased callable debt securities. The guidance shortens the amortization period for certain callable debt securities held at a premium. Specifically, the new guidance requires the premium to be amortized to the earliest call date. The guidance does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The guidance will be effective for the Company for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The adoption of this guidance is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows based on the investments held by the Company at December 31, 2018, that are applicable to this guidance.

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Notes to Consolidated Financial Statements
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In August 2017, the FASB issued authoritative guidance related to derivatives and hedging. The new guidance expands and refines hedge accounting for both nonfinancial and financial risk components and aligns the recognition and presentation of the effects of the hedging instruments and the hedged item in the financial statements. The new guidance also includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. The guidance will be effective for the Company for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Based on the Company's current use of derivatives and hedging activities, the adoption of this guidance is not expected to have a material impact on the Company's consolidated financial position, results of operations or cash flows.

In August 2018, the FASB issued authoritative guidance that will result in significant changes in the manner we account for and report our insurance contracts, including certain contract riders and deferred acquisition costs. The effective date is January 1, 2021.

The significant provisions of the new standard and differences from current methods are summarized below:

•	Under the current standard, liabilities for future policy benefits for long-duration products are established based on assumptions set at the issue date which are not changed unless there is a premium deficiency. Under the new standard, mortality, morbidity, persistency and expense assumptions must be reviewed for potential changes at least annually. For these assumption changes, the liability for future policy benefits is recomputed and a cumulative catch-up adjustment is recorded in current year income. The interest rate used to discount future cash flows will be based on the current yield of an upper-medium grade fixed income instrument and must be updated each reporting period; changes in the liability resulting from interest rate changes are recorded in accumulated other comprehensive income. Under current methods, the interest rate is based on expected yields on the underlying investment portfolio estimated at the issue date.	

•	We will no longer be permitted to include a provision for adverse deviation in calculations of the liability for future policy benefits.	

•	Since assumptions are updated regularly, there is no longer a need for premium deficiency testing.	

•	The new guidance introduces the concept of market risk benefits for product features such as guaranteed minimum death or income benefits, which must be accounted for at fair value.	

•	Deferred acquisition costs will generally be amortized on a constant level basis over the expected term of the contracts. Amortization based on estimated gross profits or gross margins will no longer be permitted. Deferred acquisition costs will no longer need to be tested for impairment and no interest is accreted. Adjustments for the change in amortization that would have occurred if fixed maturity securities, available for sale, had been sold at their aggregate fair value and the proceeds reinvested at current yields (commonly referred to as "shadow adjustments") will no longer be required.	

•	Significant additional annual and interim disclosures will be required including requirements for disaggregated rollforwards of the liability for future policy benefits, policyholder account balances, market risk benefits and deferred acquisition costs, as well as qualitative and quantitative information about expected cash flows, estimates and assumptions.	

The new guidance is generally required to be adopted on a modified retrospective transition approach, with an option to elect a full retrospective transition if certain criteria are met. The transition approach for deferred acquisition costs is required to be consistent with the transition applied to the liability for future policyholder benefits. Under the modified retrospective approach, an entity would continue to use the existing locked-in investment yield interest rate assumption to calculate the net premium ratio for contracts in-force at the transition date. However, for balance sheet remeasurement purposes, the current upper-medium grade fixed-income corporate instrument yield would be used with the difference in values recognized through accumulated other comprehensive income at transition and subsequently through other comprehensive income. For market risk benefits, retrospective application is required, with the ability to use hindsight to measure fair value components to the extent assumptions in a prior period are unobservable or otherwise unavailable. We are currently in the early stages of implementing our project plan with respect to the new standard. Accordingly, we are continuing to evaluate the impact of adopting this new standard on our consolidated financial condition and results of operations.

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Notes to Consolidated Financial Statements
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In August 2018, the FASB issued authoritative guidance related to changes to the disclosure requirements for fair value measurement. The new guidance removes, modifies and adds certain disclosure requirements. The guidance will be effective for the Company on January 1, 2020. The adoption of such guidance will impact certain fair value disclosures, but will not impact our consolidated financial position, results of operations or cash flows.

Adopted Accounting Standards

In May 2014, the FASB issued authoritative guidance for recognizing revenue from contracts with customers. Certain contracts with customers are specifically excluded from this guidance, including insurance contracts. The core principle of the new guidance is that an entity should recognize revenue when it transfers promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires additional disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The guidance was effective for the Company on January 1, 2018. The adoption of this new guidance impacted the timing of certain revenues and expenses between quarters of a calendar year for various distribution and marketing agreements with other insurance companies pursuant to which Bankers Life's career agents distribute third party products including prescription drug and Medicare Advantage plans. The annual fee income earned during a calendar year did not change, but the amount recognized during each quarterly period varied based on the sales of such products in each period. Furthermore, we recognized distribution expenses in the same period that the associated fee revenue was earned. Periods prior to the January 1, 2018 adoption date were not restated to reflect the new guidance.

In January 2016, the FASB issued authoritative guidance related to the recognition and measurement of financial assets and financial liabilities which made targeted improvements to GAAP as follows:

(i)	Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.	
		
(ii)	Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value.	
		
(iii)	Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.	
		
(iv)	Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.	
		
(v)	Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.	
		
(vi)	Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.	
		
(vii)	Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity's other deferred tax assets.	

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Notes to Consolidated Financial Statements
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The guidance was effective for the Company on January 1, 2018. Accordingly, the Company recorded a cumulative effect adjustment to the balance sheet as of January 1, 2018, related to certain equity investments that are measured at fair value. The impact of adoption was as follows (dollars in millions):

												
 	January 1, 2018	
 	Amounts prior to effect of adoption of authoritative guidance	 	Effect of adoption of authoritative guidance	 	As adjusted	
 	 	 	 	 	 	
Accumulated other comprehensive income	$	1,212.1		 	$	(16.3	)	 	$	1,195.8		
Retained earnings	560.4		 	16.3		 	576.7		
Total shareholders' equity	4,847.5		 	—		 	4,847.5		
In August 2016, the FASB issued authoritative guidance related to how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The guidance addresses eight specific cash flow issues including debt prepayment or debt extinguishment costs, proceeds from the settlement of corporate-owned life insurance policies, distributions received from equity method investees, and others. The guidance was effective for the Company on January 1, 2018. The adoption of this guidance resulted in reclassifications to certain cash receipts and payments within our consolidated statement of cash flows, but had no impact on our consolidated financial position, results of operations or cash flows. Periods prior to the January 1, 2018 adoption date have been restated to reflect the new guidance.

In November 2016, the FASB issued authoritative guidance to address the diversity in practice that currently exists regarding the classification and presentation of changes in restricted cash on the statement of cash flows. The new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. Entities are also required to disclose information about the nature of their restricted cash and restricted cash equivalents. Additionally, if cash, cash equivalents, restricted cash and restricted cash equivalents are presented in more than one line item in the statement of financial position, entities will be required to present a reconciliation, either on the face of the statement of cash flows or disclosed in the notes, of the totals in the statement of cash flows to the related line item captions in the statement of financial position. The guidance was effective for the Company on January 1, 2018. The adoption of this guidance impacted the presentation of our consolidated statement of cash flows and related cash flow disclosures, but did not have an impact on our consolidated financial position, results of operations or cash flows. Periods prior to the January 1, 2018 adoption date have been restated to reflect the new guidance.

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Notes to Consolidated Financial Statements
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The impact of adopting the cash flow guidance described above was as follows (dollars in millions):

	
																				
 	2017	
 	Amounts prior to effect of adoption of authoritative guidance	 	Restricted cash	 	COLI death benefits	 	Distributions received from equity method investments	 	As adjusted	
Cash flows from operating activities:	 	 	 	 	 	 	 	 	 	
Net investment income	$	1,229.6		 	$	—		 	$	—		 	$	26.7		 	$	1,256.3		
Other operating costs	(740.9	)	 	—		 	(6.5	)	 	—		 	(747.4	)	
Net cash flow from operating activities	613.1		 	—		 	(6.5	)	 	26.7		 	633.3		
 	 	 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	 	 	
Sales of investments	2,487.4		 	—		 	—		 	(26.7	)	 	2,460.7		
Change in cash and cash equivalents held by variable interest entities	10.4		 	(10.4	)	 	—		 	—		 	—		
Other	(29.9	)	 	—		 	6.5		 	—		 	(23.4	)	
Net cash provided (used) by investing activities	(239.6	)	 	(10.4	)	 	6.5		 	(26.7	)	 	(270.2	)	
 	 	 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	99.5		 	(10.4	)	 	—		 	—		 	89.1		
Cash and cash equivalents - unrestricted and held by variable interest entities, beginning of period	478.9		 	189.3		 	—		 	—		 	668.2		
Cash and cash equivalents - unrestricted and held by variable interest entities, end of period	578.4		 	178.9		 	—		 	—		 	757.3		

	
																
 	2016	
 	Amounts prior to effect of adoption of authoritative guidance	 	Restricted cash	 	Distributions received from equity method investments	 	As adjusted	
Cash flows from operating activities:	 	 	 	 	 	 	 	
Net investment income	$	1,201.0		 	$	—		 	$	12.9		 	$	1,213.9		
Net cash flow from operating activities	762.8		 	—		 	12.9		 	775.7		
 	 	 	 	 	 	 	 	
Cash flows from investing activities:	 	 	 	 	 	 	 	
Sales of investments	2,841.8		 	—		 	(12.9	)	 	2,828.9		
Change in cash and cash equivalents held by variable interest entities	175.1		 	(175.1	)	 	—		 	—		
Net cash provided (used) by investing activities	(742.4	)	 	(175.1	)	 	(12.9	)	 	(930.4	)	
 	 	 	 	 	 	 	 	
Net increase (decrease) in cash and cash equivalents	46.6		 	(175.1	)	 	—		 	(128.5	)	
Cash and cash equivalents - unrestricted and held by variable interest entities, beginning of period	432.3		 	364.4		 	—		 	796.7		
Cash and cash equivalents - unrestricted and held by variable interest entities, end of period	478.9		 	189.3		 	—		 	668.2		

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Notes to Consolidated Financial Statements
___________________

In May 2017, the FASB issued authoritative guidance related to which changes to the terms or conditions of a share-based award require an entity to apply modification accounting. The guidance was effective for the Company for fiscal years beginning after December 15, 2017. Early adoption was permitted, including adoption in an interim period. The guidance is to be applied prospectively to an award modified on or after the adoption date. The adoption of this guidance did not have a material impact to the Company's consolidated financial position, results of operations or cash flows.

In March 2016, the FASB issued authoritative guidance that clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. An entity performing the assessment under this guidance is required to assess the embedded call (put) options solely in accordance with a four-step decision sequence. The guidance was effective for the Company on January 1, 2017. The adoption of this guidance had no effect on our consolidated financial statements.
In March 2016, the FASB issued authoritative guidance related to several aspects of the accounting for share-based payment transactions, including the income tax consequences, accounting policy for forfeiture rate assumptions, classification of awards as either equity or liabilities and classification on the statement of cash flows. The new guidance requires all income tax effects of stock-based compensation awards to be recognized in the income statement when the awards vest or are settled. The new guidance also allows an employer to withhold shares upon settlement of an award to satisfy the employer's tax withholding requirements up to the highest marginal tax rate applicable to employees, without resulting in liability classification of the award. Current guidance strictly limits the withholding to the employer's minimum statutory tax withholding requirement. The guidance was effective for the Company on January 1, 2017. The impact of adoption was as follows (dollars in millions):

																
 	January 1, 2017	
 	 	 	Effect of Adoption of Authoritative Guidance	 	 	
 	Amounts prior to effect of adoption of authoritative guidance	 	Election to account for forfeitures as they occur	 	Recognition of excess tax benefits	 	As adjusted	
 	 	 	 	 	 	 	 	
Income tax assets	$	1,029.9		 	$	.3		 	$	15.7		 	$	1,045.9		
Valuation allowance for deferred income tax assets	(240.2	)	 	—		 	(15.7	)	 	(255.9	)	
Income tax assets, net	789.7		 	.3		 	—		 	790.0		
Total assets	31,975.2		 	.3		 	—		 	31,975.5		
 	 	 	 	 	 	 	 	
Additional paid-in capital	3,212.1		 	.9		 	—		 	3,213.0		
Retained earnings	650.7		 	(.6	)	 	—		 	650.1		
Total shareholders' equity	4,486.9		 	.3		 	—		 	4,487.2		
 	 	 	 	 	 	 	 	
Total liabilities and shareholders' equity	31,975.2		 	.3		 	—		 	31,975.5		
In October 2016, the FASB issued authoritative guidance to amend the consolidation guidance on how a reporting entity that is the single decision maker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The guidance was effective for the Company on January 1, 2017. The adoption of this guidance had no impact on our consolidated financial statements.

In February 2018, the FASB issued authoritative guidance that allows a reclassification from accumulated other comprehensive income to retained earnings for the stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Tax

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Reform Act") enacted by the U.S. federal government on December 22, 2017. Such guidance only relates to the reclassification of the income tax effects of the Tax Reform Act. The Company early adopted this guidance and elected to reclassify the income tax effects of the Tax Reform Act from accumulated other comprehensive income as of December 31, 2017. As a result of such reclassification, retained earnings decreased by $205.4 million and accumulated other comprehensive income increased by $205.4 million . Such amount represents the decrease in the income tax rate from 35 percent to 21 percent on the net unrealized gains of our fixed maturity securities, available for sale, equity securities and certain other invested assets, net of related adjustments, included in accumulated other comprehensive income. Refer to the note to the consolidated financial statements entitled "Income Taxes" for additional information related to the Tax Reform Act.

3. INVESTMENTS

At December 31, 2018 , the amortized cost, gross unrealized gains and losses, estimated fair value and other-than-temporary impairments in accumulated other comprehensive income 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	
Investment grade (a):	 	 	 	 	 	 	 	 	 	
Corporate securities	$	10,306.1		 	$	402.4		 	$	(319.2	)	 	$	10,389.3		 	$	—		
United States Treasury securities and obligations of United States government corporations and agencies	152.9		 	22.1		 	(.2	)	 	174.8		 	—		
States and political subdivisions	1,725.8		 	144.6		 	(2.6	)	 	1,867.8		 	—		
Debt securities issued by foreign governments	60.3		 	.9		 	(1.7	)	 	59.5		 	—		
Asset-backed securities	1,513.2		 	21.9		 	(6.7	)	 	1,528.4		 	—		
Collateralized debt obligations	325.3		 	—		 	(13.5	)	 	311.8		 	—		
Commercial mortgage-backed securities	1,445.0		 	16.6		 	(20.4	)	 	1,441.2		 	—		
Mortgage pass-through securities	1.5		 	.1		 	—		 	1.6		 	—		
Collateralized mortgage obligations	347.6		 	11.4		 	(3.9	)	 	355.1		 	(.2	)	
Total investment grade fixed maturities, available for sale	15,877.7		 	620.0		 	(368.2	)	 	16,129.5		 	(.2	)	
Below-investment grade (a) (b):	 		 	 		 	 		 	 		 	 	
Corporate securities	862.4		 	2.3		 	(51.0	)	 	813.7		 	—		
Asset-backed securities	1,038.9		 	108.4		 	(.9	)	 	1,146.4		 	—		
Collateralized debt obligations	12.7		 	—		 	(1.7	)	 	11.0		 	—		
Commercial mortgage-backed securities	77.9		 	.2		 	(1.3	)	 	76.8		 	—		
Collateralized mortgage obligations	238.2		 	32.3		 	(.2	)	 	270.3		 	(.3	)	
Total below-investment grade fixed maturities, available for sale	2,230.1		 	143.2		 	(55.1	)	 	2,318.2		 	(.3	)	
Total fixed maturities, available for sale	$	18,107.8		 	$	763.2		 	$	(423.3	)	 	$	18,447.7		 	$	(.5	)	
_______________
		
(a)	Investment ratings are assigned the second lowest rating by Nationally Recognized Statistical Rating Organizations ("NRSROs") (Moody's Investor Services, Inc. ("Moody's"), S&P Global Ratings ("S&P") or Fitch Ratings ("Fitch")), or if not rated by such firms, the rating assigned by the National Association of Insurance Commissioners (the "NAIC").  NAIC designations of "1" or "2" include fixed maturities generally rated investment grade (rated "Baa3" or	

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higher by Moody's or rated "BBB-" or higher by S&P and Fitch).  NAIC designations of "3" through "6" are referred to as below-investment grade (which generally are rated "Ba1" or lower by Moody's or rated "BB+" or lower by S&P and Fitch).  References to investment grade or below-investment grade throughout our consolidated financial statements are determined as described above.
		
(b)	Certain structured securities rated below-investment grade by NRSROs may be assigned a NAIC 1 or NAIC 2 designation based on the cost basis of the security relative to estimated recoverable amounts as determined by the NAIC. Refer to the table below for a summary of our fixed maturity securities, available for sale, by NAIC designations.	

The NAIC evaluates the fixed maturity investments of insurers for regulatory and capital assessment purposes and assigns securities to one of six credit quality categories called NAIC designations, which are used by insurers when preparing their annual statements based on statutory accounting principles. The NAIC designations are generally similar to the credit quality designations of the NRSROs for marketable fixed maturity securities, except for certain structured securities. However, certain structured securities rated below investment grade by the NRSROs can be assigned NAIC 1 or NAIC 2 designations depending on the cost basis of the holding relative to estimated recoverable amounts as determined by the NAIC. The following summarizes the NAIC designations and NRSRO equivalent ratings:

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

A summary of our fixed maturity securities, available for sale, by NAIC designations (or for fixed maturity securities held by non-regulated entities, based on NRSRO ratings) as of December 31, 2018 is as follows (dollars in millions):

	
												
NAIC designation	 	Amortized cost	 	Estimated fair value	 	Percentage of total estimated fair value	
1	 	$	8,836.9		 	$	9,311.7		 	50.5	%	
2	 	8,353.6		 	8,270.0		 	44.8		
Total NAIC 1 and 2 (investment grade)	 	17,190.5		 	17,581.7		 	95.3		
3	 	674.1		 	641.4		 	3.5		
4	 	218.0		 	200.3		 	1.1		
5	 	19.7		 	18.9		 	.1		
6	 	5.5		 	5.4		 	—		
Total NAIC 3,4,5 and 6 (below-investment grade)	 	917.3		 	866.0		 	4.7		
 	 	$	18,107.8		 	$	18,447.7		 	100.0	%	

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Notes to Consolidated Financial Statements
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At December 31, 2017 , the amortized cost, gross unrealized gains and losses, estimated fair value and other-than-temporary impairments in accumulated other comprehensive income of fixed maturities, available for sale, and equity securities were as follows (dollars in millions):

	
																				
 	Amortized
cost	 	Gross
unrealized
gains	 	Gross
unrealized
losses	 	Estimated
fair
value	 	Other-than-temporary impairments included in accumulated other comprehensive income	
Investment grade:	 	 	 	 	 	 	 	 	 	
Corporate securities	$	12,419.3		 	$	1,670.7		 	$	(14.6	)	 	$	14,075.4		 	$	—		
United States Treasury securities and obligations of United States government corporations and agencies	146.4		 	31.5		 	(.2	)	 	177.7		 	—		
States and political subdivisions	1,819.9		 	234.8		 	(.4	)	 	2,054.3		 	—		
Debt securities issued by foreign governments	79.5		 	3.8		 	(.2	)	 	83.1		 	—		
Asset-backed securities	1,730.7		 	39.7		 	(3.2	)	 	1,767.2		 	—		
Collateralized debt obligations	257.1		 	2.3		 	—		 	259.4		 	—		
Commercial mortgage-backed securities	1,304.1		 	33.2		 	(9.1	)	 	1,328.2		 	—		
Mortgage pass-through securities	1.8		 	.2		 	—		 	2.0		 	—		
Collateralized mortgage obligations	293.9		 	16.4		 	(.2	)	 	310.1		 	(.2	)	
Total investment grade fixed maturities, available for sale	18,052.7		 	2,032.6		 	(27.9	)	 	20,057.4		 	(.2	)	
Below-investment grade:	 		 	 		 	 		 	 		 	 	
Corporate securities	867.0		 	28.4		 	(12.4	)	 	883.0		 	—		
States and political subdivisions	2.0		 	—		 	—		 	2.0		 	—		
Asset-backed securities	1,355.2		 	132.9		 	(.9	)	 	1,487.2		 	—		
Commercial mortgage-backed securities	49.9		 	.6		 	(1.2	)	 	49.3		 	—		
Collateralized mortgage obligations	375.3		 	56.8		 	(.1	)	 	432.0		 	(.8	)	
Total below-investment grade fixed maturities, available for sale	2,649.4		 	218.7		 	(14.6	)	 	2,853.5		 	(.8	)	
Total fixed maturities, available for sale	$	20,702.1		 	$	2,251.3		 	$	(42.5	)	 	$	22,910.9		 	$	(1.0	)	
Equity securities	$	420.0		 	$	23.6		 	$	(3.0	)	 	$	440.6		 	 	

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Notes to Consolidated Financial Statements
___________________

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 December 31, 2018 and 2017 , were as follows (dollars in millions):

	
								
 	2018	 	2017	
Net unrealized appreciation on fixed maturity securities, available for sale, on which an other-than-temporary impairment loss has been recognized	$	1.2		 	$	2.6		
Net unrealized gains on all other investments	271.3		 	2,227.3		
Adjustment to present value of future profits (a)	(4.5	)	 	(94.0	)	
Adjustment to deferred acquisition costs	(38.3	)	 	(292.6	)	
Adjustment to insurance liabilities	(2.5	)	 	(295.8	)	
Deferred income tax liabilities	(49.5	)	 	(335.4	)	
Accumulated other comprehensive income	$	177.7		 	$	1,212.1		
________
		
(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 December 31, 2018 , adjustments to the insurance liabilities and deferred tax assets included $(2.5) million and $.5 million , respectively, for premium deficiencies that would exist on certain blocks of business if unrealized gains on the assets backing such products had been realized and the proceeds from the sales of such assets were invested at then current yields.

At December 31, 2017 , adjustments to the present value of future profits, deferred acquisition costs, insurance liabilities and deferred tax assets included $(83.8) million , $(134.9) million , $(295.8) million and $111.1 million , respectively, for premium deficiencies that would exist on certain blocks of business (primarily long-term care products) if unrealized gains on the assets backing such products had been realized and the proceeds from the sales of such assets were invested at then current yields.

Below-Investment Grade Securities

At December 31, 2018 , the amortized cost of the Company's below-investment grade fixed maturity securities was $2,230.1 million , or 12 percent of the Company's fixed maturity portfolio. The estimated fair value of the below-investment grade portfolio was $2,318.2 million , or 104 percent of the amortized cost.

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

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Contractual Maturity

The following table sets forth the amortized cost and estimated fair value of fixed maturities, available for sale, at December 31, 2018 , by contractual maturity.  Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.  Structured securities (such as asset-backed securities, collateralized debt obligations, commercial mortgage-backed securities, mortgage pass-through securities and collateralized mortgage obligations, collectively referred to as "structured securities") frequently include provisions for periodic principal payments and permit periodic unscheduled payments.

	
								
 	Amortized
cost	 	Estimated
fair
value	
 	(Dollars in millions)	
Due in one year or less	$	405.6		 	$	409.8		
Due after one year through five years	1,346.8		 	1,377.1		
Due after five years through ten years	1,648.2		 	1,625.7		
Due after ten years	9,706.9		 	9,892.5		
Subtotal	13,107.5		 	13,305.1		
Structured securities	5,000.3		 	5,142.6		
Total fixed maturities, available for sale	$	18,107.8		 	$	18,447.7		

Net Investment Income

Net investment income consisted of the following (dollars in millions):

	
												
 	2018	 	2017	 	2016	
General account assets:	 	 	 	 	 	
Fixed maturities	$	1,100.3		 	$	1,133.8		 	$	1,081.4		
Equity securities	22.8		 	22.5		 	19.4		
Mortgage loans	82.0		 	91.5		 	91.0		
Policy loans	8.0		 	7.7		 	7.3		
Other invested assets	79.2		 	47.2		 	26.4		
Cash and cash equivalents	10.9		 	5.9		 	2.0		
Policyholder and other special-purpose portfolios:	 	 	 	 	 	
Trading securities (a)	8.5		 	12.8		 	12.2		
Options related to fixed index products:	 	 	 	 	 	
Option income (loss)	122.3		 	110.3		 	(40.1	)	
Change in value of options	(165.3	)	 	52.2		 	69.3		
Other special-purpose portfolios	61.0		 	90.6		 	79.7		
Gross investment income	1,329.7		 	1,574.5		 	1,348.6		
Less investment expenses	23.5		 	23.2		 	23.4		
Net investment income	$	1,306.2		 	$	1,551.3		 	$	1,325.2		
_________________
		
(a)	Changes in the estimated fair value for trading securities still held as of the end of the respective years and included in net investment income were nil , $3.8 million and $(.2) million for the years ended December 31, 2018 , 2017 and 2016 , respectively.	

At December 31, 2018 , the carrying value of fixed maturities and mortgage loans that were non-income producing during 2018 totaled $4.8 million and $7.8 million , respectively.

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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):

	
												
 	2018	 	2017	 	2016	
Fixed maturity securities, available for sale:	 	 	 	 	 	
Gross realized gains on sale	$	65.7		 	$	68.0		 	$	137.7		
Gross realized losses on sale	(65.8	)	 	(24.2	)	 	(95.2	)	
Impairments:	 	 	 	 	 	
Total other-than-temporary impairment losses	(.5	)	 	(12.5	)	 	(15.2	)	
Other-than-temporary impairment losses recognized in accumulated other comprehensive income	—		 	(.9	)	 	3.6		
Net impairment losses recognized	(.5	)	 	(13.4	)	 	(11.6	)	
Net realized investment gains (losses) from fixed maturities	(.6	)	 	30.4		 	30.9		
Equity securities, including change in fair value (a)	(38.2	)	 	11.6		 	20.9		
Mortgage loans	(1.3	)	 	1.1		 	—		
Impairments of other investments	(2.1	)	 	(9.4	)	 	(20.7	)	
Loss on dissolution of variable interest entities	—		 	(4.3	)	 	(7.3	)	
Other (a) (b)	30.9		 	20.9		 	(15.5	)	
Net realized investment gains (losses) before net realized gains on the transfer of assets related to reinsurance transaction	(11.3	)	 	50.3		 	8.3		
Net realized gains on the transfer of assets related to reinsurance transaction	363.4		 	—		 	—		
Net realized investment gains (losses)	$	352.1		 	$	50.3		 	$	8.3		
_________________
		
(a)	Changes in the estimated fair value of trading securities that we have elected the fair value option and equity securities (and are still held as of the end of the respective years) were $(31.9) million , $12.8 million and $(.5) million for the years ended December 31, 2018 , 2017 and 2016 , respectively.	
		
(b)	In April 2016, the Company announced that it had invested in a non-controlling minority interest in Tennenbaum Capital Partners, LLC ("TCP"), a Los Angeles-based investment management firm. In August 2018, Blackrock, Inc. announced the completion of its acquisition of TCP. The sale of our interest in TCP resulted in a significant portion of the net realized gains in 2018.	

During 2018 , we recognized net realized investment gains of $352.1 million , which were comprised of: (i) $40.1 million of net gains from the sales of investments; (ii) $363.4 million of gains on the transfer of assets (substantially all of which were fixed maturities) related to reinsurance transaction; (iii) $38.2 million of losses related to equity securities, including the change in fair value; (iv) the decrease in fair value of certain fixed maturity investments with embedded derivatives of $5.5 million ; (v) the decrease in fair value of embedded derivatives related to a modified coinsurance agreement of $5.1 million ; and (vi) $2.6 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

During 2017 and 2016 , VIEs that were required to be consolidated were dissolved. We recognized losses of $4.3 million and $7.3 million during 2017 and 2016 , respectively, representing the difference between the borrowings of such VIEs and the contractual distributions required following the liquidation of the underlying assets.

During 2017 , we recognized net realized investment gains of $50.3 million , which were comprised of: (i) $63.1 million of net gains from the sales of investments; (ii) $4.3 million of losses on the dissolution of VIEs; (iii) the increase in fair value of certain fixed maturity investments with embedded derivatives of $11.5 million ; (iv) the increase in fair value of embedded derivatives related to a modified coinsurance agreement of $2.8 million ; and (v) $22.8 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

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During 2016 , we recognized net realized investment gains of $8.3 million , which were comprised of: (i) $47.5 million of net gains from the sales of investments; (ii) a $7.3 million loss on the dissolution of a VIE; (iii) the decrease in fair value of certain fixed maturity investments with embedded derivatives of $.4 million ; (iv) the increase in fair value of embedded derivatives related to a modified coinsurance agreement of $.8 million ; and (v) $32.3 million of writedowns of investments for other than temporary declines in fair value recognized through net income ( $35.9 million , prior to the $3.6 million of impairment losses recognized through accumulated other comprehensive income).

At December 31, 2018 , there were no fixed maturity investments in default.

During 2018 , the $65.8 million of realized losses on sales of $1,295.8 million of fixed maturity securities, available for sale, included: (i) $54.0 million related to various corporate securities; (ii) $4.1 million related to commercial mortgage-backed securities; (iii) $4.1 million related to asset-backed securities; and (iv) $3.6 million related to various other investments.  Securities are generally sold at a loss following unforeseen issuer-specific events or conditions or shifts in perceived relative values.  These reasons include but are not limited to: (i) changes in the investment environment; (ii) expectation that the market value could deteriorate; (iii) our desire to reduce our exposure to an asset class, an issuer or an industry; (iv) prospective or actual changes in credit quality; or (v) changes in expected portfolio cash flows.

During 2018 , we recognized $2.6 million of impairment losses recorded in earnings which included: (i) $2.1 million related to a mortgage loan due to issuer specific events; and (ii) $.5 million related to a corporate security.

During 2017 , the $24.2 million of realized losses on sales of $427.6 million of fixed maturity securities, available for sale included: (i) $16.8 million related to various corporate securities; (ii) $3.6 million related to commercial mortgage-backed securities; and (iii) $3.8 million related to various other investments.

During 2017 , we recognized $22.8 million of impairment losses recorded in earnings which included: (i) $6.7 million of writedowns on fixed maturities in the energy sector; (ii) $5.2 million of writedowns related to a mortgage loan; and (iii) $10.9 million of writedowns on other investments. Factors considered in determining the writedowns of investments in 2017 included changes in the estimated recoverable value of the assets related to each investment and the timing of and complexities related to the recovery process.

During 2016 , the $95.2 million of realized losses on sales of $790.2 million of fixed maturity securities, available for sale, included: (i) $79.2 million related to various corporate securities (including $63.5 million related to sales of investments in the energy sector); (ii) $5.8 million related to commercial mortgage-backed securities; (iii) $5.7 million related to asset-backed securities; and (iv) $4.5 million related to various other investments.  

During 2016 , we recognized $32.3 million of impairment losses recorded in earnings which included: (i) $9.3 million of writedowns on fixed maturities in the energy sector; (ii) $3.7 million of writedowns on a direct loan due to borrower specific events; (iii) $12.7 million of writedowns on a privately placed preferred stock of an entity formed to construct and operate a chemical plant; (iv) $1.2 million of writedowns of investments held by VIEs due to other-than-temporary declines in value; and (v) $5.4 million of losses on other investments. Factors considered in determining the writedowns of investments in 2016 included the subordination status of each investment, the impact of recent downgrades and issuer specific events, including the impact of low oil prices on issuers in the energy sector.

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

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The following summarizes the investments sold at a loss during 2018 which had been continuously in an unrealized loss position exceeding 20 percent of the amortized cost basis prior to the sale for the period indicated (dollars in millions):

	
										
 	 	 	At date of sale	
 	Number
of issuers	 	Amortized cost	 	Fair value	
Less than 6 months prior to sale	5	 	$	56.3		 	$	44.0		
Greater than 12 months prior to sale	1	 	.1		 	—		
 	6	 	$	56.4		 	$	44.0		

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

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

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

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

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

The remaining noncredit impairment, which is recorded in accumulated other comprehensive income, is the difference between the security's estimated fair value and our best estimate of future cash flows discounted at the effective interest rate prior to impairment.  The remaining noncredit impairment typically represents changes in the market interest rates, current

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market liquidity and risk premiums.  As of December 31, 2018 , other-than-temporary impairments included in accumulated other comprehensive income totaled $.5 million (before taxes and related amortization).

Mortgage loans are impaired when it is probable that we will not collect the contractual principal and interest on the loan. We measure impairment based upon the difference between the carrying value of the loan and the estimated fair value of the collateral securing the loan less cost to sell.

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 years ended December 31, 2018 , 2017 and 2016 (dollars in millions):

	
												
 	Year ended	
 	December 31,	
 	2018	 	2017	 	2016	
Credit losses on fixed maturity securities, available for sale, beginning of period	$	(2.8	)	 	$	(5.5	)	 	$	(2.6	)	
Add:  credit losses on other-than-temporary impairments not previously recognized	—		 	—		 	(3.0	)	
Less:  credit losses on securities sold	2.6		 	4.7		 	.1		
Less:  credit losses on securities impaired due to intent to sell (a)	—		 	—		 	—		
Add:  credit losses on previously impaired securities	—		 	(2.0	)	 	—		
Less:  increases in cash flows expected on previously impaired securities	—		 	—		 	—		
Credit losses on fixed maturity securities, available for sale, end of period	$	(.2	)	 	$	(2.8	)	 	$	(5.5	)	
__________
		
(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.	

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Investments with Unrealized Losses

The following table sets forth the amortized cost and estimated fair value of those fixed maturities, available for sale, with unrealized losses at December 31, 2018 , 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	$	61.3		 	$	61.0		
Due after one year through five years	285.4		 	278.9		
Due after five years through ten years	1,081.1		 	1,028.8		
Due after ten years	4,633.4		 	4,317.8		
Subtotal	6,061.2		 	5,686.5		
Structured securities	2,137.8		 	2,089.2		
Total	$	8,199.0		 	$	7,775.7		

The following summarizes the investments in our portfolio rated below-investment grade which have been continuously in an unrealized loss position exceeding 20 percent of the cost basis for the period indicated as of December 31, 2018 (dollars in millions):

	
														
 	Number
of issuers	 	Cost
basis	 	Unrealized
loss	 	Estimated
fair value	
Less than 6 months	4	 	$	18.4		 	$	(4.5	)	 	$	13.9		
Greater than or equal to 6 months and less than 12 months	2	 	12.1		 	(4.6	)	 	7.5		
 	 	 	$	30.5		 	$	(9.1	)	 	$	21.4		

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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, 2018 (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	 	$	2.0		 	$	—		 	$	19.2		 	$	(.2	)	 	$	21.2		 	$	(.2	)	
States and political subdivisions	 	91.3		 	(1.3	)	 	33.3		 	(1.3	)	 	124.6		 	(2.6	)	
Debt securities issued by foreign governments	 	16.8		 	(.7	)	 	15.1		 	(1.0	)	 	31.9		 	(1.7	)	
Corporate securities	 	4,702.9		 	(280.9	)	 	805.9		 	(89.3	)	 	5,508.8		 	(370.2	)	
Asset-backed securities	 	572.4		 	(3.7	)	 	238.0		 	(4.0	)	 	810.4		 	(7.7	)	
Collateralized debt obligations	 	318.9		 	(15.2	)	 	—		 	—		 	318.9		 	(15.2	)	
Commercial mortgage-backed securities	 	560.3		 	(6.2	)	 	281.1		 	(15.4	)	 	841.4		 	(21.6	)	
Collateralized mortgage obligations	 	46.1		 	(.6	)	 	72.4		 	(3.5	)	 	118.5		 	(4.1	)	
Total fixed maturities, available for sale	 	$	6,310.7		 	$	(308.6	)	 	$	1,465.0		 	$	(114.7	)	 	$	7,775.7		 	$	(423.3	)	

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, 2017 (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	 	$	28.2		 	$	(.2	)	 	$	.7		 	$	—		 	$	28.9		 	$	(.2	)	
States and political subdivisions	 	18.3		 	(.1	)	 	14.9		 	(.3	)	 	33.2		 	(.4	)	
Debt securities issued by foreign governments	 	7.7		 	(.1	)	 	5.4		 	(.1	)	 	13.1		 	(.2	)	
Corporate securities	 	470.5		 	(6.8	)	 	359.7		 	(20.2	)	 	830.2		 	(27.0	)	
Asset-backed securities	 	601.4		 	(2.0	)	 	122.2		 	(2.1	)	 	723.6		 	(4.1	)	
Collateralized debt obligations	 	3.0		 	—		 	—		 	—		 	3.0		 	—		
Commercial mortgage-backed securities	 	276.8		 	(1.7	)	 	218.2		 	(8.6	)	 	495.0		 	(10.3	)	
Collateralized mortgage obligations	 	20.5		 	(.2	)	 	11.5		 	(.1	)	 	32.0		 	(.3	)	
Total fixed maturities, available for sale	 	$	1,426.4		 	$	(11.1	)	 	$	732.6		 	$	(31.4	)	 	$	2,159.0		 	$	(42.5	)	
Equity securities	 	$	58.7		 	$	(1.7	)	 	$	21.2		 	$	(1.3	)	 	$	79.9		 	$	(3.0	)	

Based on management's current assessment of investments with unrealized losses at December 31, 2018 , the Company believes the issuers of the securities will continue to meet their obligations. While we do not have the intent to sell securities with unrealized losses and it is not more likely than not that we will be required to sell securities with unrealized losses prior to

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their anticipated recovery, our intent on an individual security may change, based upon market or other unforeseen developments.  In such instances, if a loss is recognized from a sale subsequent to a balance sheet date due to these unexpected developments, the loss is recognized in the period in which we had the intent to sell the security before its anticipated recovery.

Structured Securities

At December 31, 2018 , fixed maturity investments included structured securities with an estimated fair value of $5.1 billion (or 28 percent of all fixed maturity securities).  The yield characteristics of structured securities generally differ in some respects from those of traditional corporate fixed-income securities or government securities.  For example, interest and principal payments on structured securities may occur more frequently, often monthly.  In many instances, we are subject to variability in the amount and timing of principal and interest payments.  For example, in many cases, partial prepayments may occur at the option of the issuer and prepayment rates are influenced by a number of factors that cannot be predicted with certainty, including:  the relative sensitivity of prepayments on the underlying assets backing the security to changes in interest rates and asset values; the availability of alternative financing; a variety of economic, geographic and other factors; the timing, pace and proceeds of liquidations of defaulted collateral; and various security-specific structural considerations (for example, the repayment priority of a given security in a securitization structure).  In addition, the total amount of payments for non-agency structured securities may be affected by changes to cumulative default rates or loss severities of the related collateral.

Historically, the rate of prepayments on structured securities has tended to increase when prevailing interest rates have declined significantly in absolute terms and also relative to the interest rates on the underlying collateral. The yields recognized on structured securities purchased at a discount to par will generally increase (relative to the stated rate) when the underlying collateral prepays faster than expected. The yields recognized on structured securities purchased at a premium will decrease (relative to the stated rate) when the underlying collateral prepays faster than expected. When interest rates decline, the proceeds from prepayments may be reinvested at lower rates than we were earning on the prepaid securities. When interest rates increase, prepayments may decrease below expected levels. When this occurs, the average maturity and duration of structured securities increases, decreasing the yield on structured securities purchased at discounts and increasing the yield on those purchased at a premium because of a decrease in the annual amortization of premium.

For structured securities included in fixed maturities, available for sale, that were purchased at a discount or premium, we recognize investment income using an effective yield based on anticipated future prepayments and the estimated final maturity of the securities. Actual prepayment experience is periodically reviewed and effective yields are recalculated when differences arise between the prepayments originally anticipated and the actual prepayments received and currently anticipated. For credit sensitive mortgage-backed and asset-backed securities, and for securities that can be prepaid or settled in a way that we would not recover substantially all of our investment, the effective yield is recalculated on a prospective basis. Under this method, the amortized cost basis in the security is not immediately adjusted and a new yield is applied prospectively. For all other structured and asset-backed securities, the effective yield is recalculated when changes in assumptions are made, and reflected in our income on a retrospective basis. Under this method, the amortized cost basis of the investment in the securities is adjusted to the amount that would have existed had the new effective yield been applied since the acquisition of the securities. Such adjustments were not significant in 2018 .

For purchased credit impaired securities, at acquisition, the difference between the undiscounted expected future cash flows and the recorded investment in the securities represents the initial accretable yield, which is accreted into net investment income over the securities’ remaining lives on a level-yield basis. Subsequently, effective yields recognized on purchased credit impaired securities are recalculated and adjusted prospectively to reflect changes in the contractual benchmark interest rates on variable rate securities and any significant increases in undiscounted expected future cash flows arising due to reasons other than interest rate changes. Significant decreases in expected cash flows arising from credit events would result in impairment if such security's fair value is below amortized cost.

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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 December 31, 2018 (dollars in millions):

	
												
 	Par
value	 	Amortized
cost	 	Estimated
fair value	
Below 4 percent	$	1,826.2		 	$	1,688.5		 	$	1,731.4		
4 percent – 5 percent	1,868.9		 	1,764.6		 	1,812.5		
5 percent – 6 percent	1,160.0		 	1,080.4		 	1,121.0		
6 percent – 7 percent	178.5		 	167.1		 	173.8		
7 percent – 8 percent	69.9		 	70.5		 	74.2		
8 percent and above	229.1		 	229.2		 	229.7		
Total structured securities	$	5,332.6		 	$	5,000.3		 	$	5,142.6		

The amortized cost and estimated fair value of structured securities at December 31, 2018 , 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	$	514.3		 	$	546.3		 	3.0	%	
Planned amortization classes, target amortization classes and accretion-directed bonds	64.4		 	72.0		 	.4		
Commercial mortgage-backed securities	1,522.9		 	1,518.0		 	8.2		
Asset-backed securities	2,552.1		 	2,674.8		 	14.5		
Collateralized debt obligations	338.0		 	322.8		 	1.8		
Other	8.6		 	8.7		 	—		
Total structured securities	$	5,000.3		 	$	5,142.6		 	27.9	%	

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

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

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Mortgage Loans

At December 31, 2018 , the mortgage loan balance was primarily comprised of commercial mortgage loans. Approximately 13 percent , 10 percent , 8 percent and 6 percent of the commercial mortgage loan balance were on properties located in California, Texas, Maryland and North Carolina, respectively. No other state comprised greater than five percent of the commercial mortgage loan balance. At December 31, 2018 , there was one mortgage loan in process of foreclosure with a carrying value of $7.8 million . There were no other mortgage loans that were noncurrent at December 31, 2018 . Our commercial mortgage loan portfolio is comprised of large commercial mortgage loans. Our loans have risk characteristics that are individually unique. Accordingly, we measure potential losses on a loan-by-loan basis rather than establishing an allowance for losses on mortgage loans. At December 31, 2018 , we held residential mortgage loan investments with a carrying value of $149.6 million and a fair value of $149.1 million .

The following table provides the carrying value and estimated fair value of our outstanding commercial mortgage loans and the underlying collateral as of December 31, 2018 (dollars in millions):

	
												
 	 	 	Estimated fair
value	
Loan-to-value ratio (a)	Carrying value	 	Mortgage loans	 	Collateral	
Less than 60%	$	918.2		 	$	936.9		 	$	2,425.1		
60% to 70%	315.2		 	318.2		 	496.7		
Greater than 70% to 80%	173.2		 	176.1		 	236.3		
Greater than 80% to 90%	13.7		 	13.1		 	16.5		
Greater than 90%	32.2		 	31.1		 	34.5		
Total	$	1,452.5		 	$	1,475.4		 	$	3,209.1		
________________
		
(a)	Loan-to-value ratios are calculated as the ratio of: (i) the carrying value of the commercial mortgage loans; to (ii) the estimated fair value of the underlying collateral.	

Other Investment Disclosures

Life insurance companies are required to maintain certain investments on deposit with state regulatory authorities. Such assets had aggregate carrying values of $39.0 million and $38.5 million at December 31, 2018 and 2017 , respectively.

The Company had no fixed maturity investments that were in excess of 10 percent of shareholders' equity at December 31, 2018 and 2017 .

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4. FAIR VALUE MEASUREMENTS

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and, therefore, represents an exit price, not an entry price.  We carry certain assets and liabilities at fair value on a recurring basis, including fixed maturities, equity securities, trading securities, investments held by VIEs, derivatives, separate account assets and embedded derivatives.  We carry our COLI, which is invested in a series of mutual funds, at its cash surrender value which approximates fair value. In addition, we disclose fair value for certain financial instruments, including mortgage loans, policy loans, cash and cash equivalents, insurance liabilities for interest-sensitive products, investment borrowings, notes payable and borrowings related to VIEs.

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

Valuation Hierarchy

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

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

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

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

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

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are reported as having occurred at the beginning of the period. There were no transfers between Level 1 and Level 2 in both 2018 and 2017 .

The vast majority of our fixed maturity and equity securities, including those held in trading portfolios and those held by consolidated VIEs, short-term and separate account assets use Level 2 inputs for the determination of fair value.  These fair values are obtained primarily from independent pricing services, which use Level 2 inputs for the determination of fair value.  Our Level 2 assets are valued as follows:

• Fixed maturities available for sale, equity securities and trading securities

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

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

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

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

Equity securities (primarily comprised of non-redeemable preferred stock) are generally priced using the market approach. Inputs generally consist of trades of identical or similar securities, quoted prices in inactive markets, issuer rating, benchmark yields, maturity, and credit spreads.

•	Investments held by VIEs	

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

•	Other invested assets - derivatives	

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

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

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

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

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

For securities that are not priced by pricing services and may not be reliably priced using pricing models, we obtain broker quotes.  These broker quotes are non-binding and   represent an exit price, but assumptions used to establish the fair value may not be observable and therefore represent Level 3 inputs.  Approximately 35 percent of our Level 3 fixed maturity securities were valued using unadjusted broker quotes or broker-provided valuation inputs.  The remaining Level 3 fixed maturity investments do not have readily determinable market prices and/or observable inputs.  For these securities, we use internally developed valuations.  Key assumptions used to determine fair value for these securities may include risk premiums, projected performance of underlying collateral and other factors involving significant assumptions which may not be reflective of an active market.  For certain investments, we use a matrix or model process to develop a security price where future cash flow expectations are discounted at an estimated market rate.  The pricing matrix incorporates term interest rates as well as a spread level based on the issuer's credit rating, other factors relating to the issuer, and the security's maturity.  In some instances issuer-specific spread adjustments, which can be positive or negative, are made based upon internal analysis of security specifics such as liquidity, deal size, and time to maturity.

For certain embedded derivatives, we use actuarial assumptions in the determination of fair value which we consider to be Level 3 inputs.

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The categorization of fair value measurements, by input level, for our financial instruments carried at fair value on a recurring basis at December 31, 2018 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	$	—		 	$	11,044.4		 	$	158.6		 	$	11,203.0		
United States Treasury securities and obligations of United States government corporations and agencies	—		 	174.8		 	—		 	174.8		
States and political subdivisions	—		 	1,867.8		 	—		 	1,867.8		
Debt securities issued by foreign governments	—		 	58.5		 	1.0		 	59.5		
Asset-backed securities	—		 	2,662.8		 	12.0		 	2,674.8		
Collateralized debt obligations	—		 	322.8		 	—		 	322.8		
Commercial mortgage-backed securities	—		 	1,518.0		 	—		 	1,518.0		
Mortgage pass-through securities	—		 	1.6		 	—		 	1.6		
Collateralized mortgage obligations	—		 	625.4		 	—		 	625.4		
Total fixed maturities, available for sale	—		 	18,276.1		 	171.6		 	18,447.7		
Equity securities - corporate securities	181.1		 	100.4		 	9.5		 	291.0		
Trading securities:	 		 	 		 	 		 	 		
Asset-backed securities	—		 	86.5		 	—		 	86.5		
Commercial mortgage-backed securities	—		 	93.6		 	—		 	93.6		
Collateralized mortgage obligations	—		 	53.0		 	—		 	53.0		
Total trading securities	—		 	233.1		 	—		 	233.1		
Investments held by variable interest entities - corporate securities	—		 	1,468.4		 	—		 	1,468.4		
Other invested assets - derivatives	—		 	26.6		 	—		 	26.6		
Assets held in separate accounts	—		 	4.4		 	—		 	4.4		
Total assets carried at fair value by category	$	181.1		 	$	20,109.0		 	$	181.1		 	$	20,471.2		
 	 	 	 	 	 	 	 	
Liabilities:	 		 	 		 	 		 	 		
Future policy benefits - embedded derivatives associated with fixed index annuity products	$	—		 	$	—		 	$	1,289.0		 	$	1,289.0		

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Notes to Consolidated Financial Statements
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The categorization of fair value measurements, by input level, for our financial instruments carried at fair value on a recurring basis at December 31, 2017 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	$	—		 	$	14,728.0		 	$	230.4		 	$	14,958.4		
United States Treasury securities and obligations of United States government corporations and agencies	—		 	177.7		 	—		 	177.7		
States and political subdivisions	—		 	2,056.3		 	—		 	2,056.3		
Debt securities issued by foreign governments	—		 	79.2		 	3.9		 	83.1		
Asset-backed securities	—		 	3,230.2		 	24.2		 	3,254.4		
Collateralized debt obligations	—		 	259.4		 	—		 	259.4		
Commercial mortgage-backed securities	—		 	1,377.5		 	—		 	1,377.5		
Mortgage pass-through securities	—		 	2.0		 	—		 	2.0		
Collateralized mortgage obligations	—		 	742.1		 	—		 	742.1		
Total fixed maturities, available for sale	—		 	22,652.4		 	258.5		 	22,910.9		
Equity securities - corporate securities	287.8		 	131.6		 	21.2		 	440.6		
Trading securities:	 		 	 		 	 		 	 		
Corporate securities	—		 	21.6		 	—		 	21.6		
United States Treasury securities and obligations of United States government corporations and agencies	—		 	.5		 	—		 	.5		
Asset-backed securities	—		 	95.8		 	—		 	95.8		
Collateralized debt obligations	—		 	2.7		 	—		 	2.7		
Commercial mortgage-backed securities	—		 	92.5		 	—		 	92.5		
Collateralized mortgage obligations	—		 	68.7		 	—		 	68.7		
Equity securities	2.8		 	—		 	—		 	2.8		
Total trading securities	2.8		 	281.8		 	—		 	284.6		
Investments held by variable interest entities - corporate securities	—		 	1,522.0		 	4.9		 	1,526.9		
Other invested assets - derivatives	—		 	170.2		 	—		 	170.2		
Assets held in separate accounts	—		 	5.0		 	—		 	5.0		
Total assets carried at fair value by category	$	290.6		 	$	24,763.0		 	$	284.6		 	$	25,338.2		
 	 	 	 	 	 	 	 	
Liabilities:	 		 	 		 	 		 	 		
Future policy benefits - embedded derivatives associated with fixed index annuity products	$	—		 	$	—		 	$	1,334.8		 	$	1,334.8		

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The fair value measurements for our financial instruments disclosed at fair value on a recurring basis are as follows (dollars in millions):

	
																				
 	December 31, 2018	
 	Quoted prices in active markets for identical assets or liabilities
(Level 1)	 	Significant other observable inputs
 (Level 2)	 	Significant unobservable inputs 
(Level 3)	 	Total estimated fair value	 	Total carrying amount	
Assets:	 	 	 	 	 	 	 	 	 	
Mortgage loans	$	—		 	$	—		 	$	1,624.5		 	$	1,624.5		 	$	1,602.1		
Policy loans	—		 	—		 	119.7		 	119.7		 	119.7		
Other invested assets:	 	 	 	 	 	 	 	 	 	
Company-owned life insurance	—		 	171.7		 	—		 	171.7		 	171.7		
Cash and cash equivalents:	 	 	 	 	 	 	 	 	 	
Unrestricted	594.2		 	—		 	—		 	594.2		 	594.2		
Held by variable interest entities	62.4		 	—		 	—		 	62.4		 	62.4		
Liabilities:	 	 	 	 	 	 	 	 	 	
Policyholder account balances	—		 	—		 	11,594.1		 	11,594.1		 	11,594.1		
Investment borrowings	—		 	1,645.9		 	—		 	1,645.9		 	1,645.8		
Borrowings related to variable interest entities	—		 	1,399.8		 	—		 	1,399.8		 	1,417.2		
Notes payable – direct corporate obligations	—		 	896.3		 	—		 	896.3		 	916.8		

	
																				
 	December 31, 2017	
 	Quoted prices in active markets for identical assets or liabilities
(Level 1)	 	Significant other observable inputs
 (Level 2)	 	Significant unobservable inputs 
(Level 3)	 	Total estimated fair value	 	Total carrying amount	
Assets:	 	 	 	 	 	 	 	 	 	
Mortgage loans	$	—		 	$	—		 	$	1,677.3		 	$	1,677.3		 	$	1,650.6		
Policy loans	—		 	—		 	116.0		 	116.0		 	116.0		
Other invested assets:	 	 	 	 	 	 	 	 	 	
Company-owned life insurance	—		 	182.3		 	—		 	182.3		 	182.3		
Cash and cash equivalents:	 	 	 	 	 	 	 	 	 	
Unrestricted	578.4		 	—		 	—		 	578.4		 	578.4		
Held by variable interest entities	178.9		 	—		 	—		 	178.9		 	178.9		
Liabilities:	 	 	 	 	 	 	 	 	 	
Policyholder account balances	—		 	—		 	11,220.7		 	11,220.7		 	11,220.7		
Investment borrowings	—		 	1,648.8		 	—		 	1,648.8		 	1,646.7		
Borrowings related to variable interest entities	—		 	1,432.9		 	—		 	1,432.9		 	1,410.7		
Notes payable – direct corporate obligations	—		 	962.3		 	—		 	962.3		 	914.6		

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Notes to Consolidated Financial Statements
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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 year ended December 31, 2018 (dollars in millions):

																																	
 	 	December 31, 2018	 	 	
 	 	Beginning balance as of December 31, 2017	 	Purchases, sales, issuances and settlements, net (b)	 	Total realized and unrealized gains (losses) included in net income	 	Total realized and unrealized gains (losses) included in accumulated other comprehensive income (loss)	 	Transfers into Level 3 (a)	 	Transfers out of Level 3 (a)	 	Ending balance as of December 31, 2018	 	Amount of total gains (losses) for the year ended December 31, 2018 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	 	$	230.4		 	$	(24.6	)	 	$	.2		 	$	(5.3	)	 	$	12.7		 	$	(54.8	)	 	$	158.6		 	$	(.5	)	
Debt securities issued by foreign governments	 	3.9		 	(2.9	)	 	(.1	)	 	.1		 	—		 	—		 	1.0		 	—		
Asset-backed securities	 	24.2		 	(11.5	)	 	—		 	(.7	)	 	—		 	—		 	12.0		 	—		
Total fixed maturities, available for sale	 	258.5		 	(39.0	)	 	.1		 	(5.9	)	 	12.7		 	(54.8	)	 	171.6		 	(.5	)	
Equity securities - corporate securities	 	21.2		 	(10.9	)	 	(.8	)	 	—		 	—		 	—		 	9.5		 	—		
Investments held by variable interest entities - corporate securities	 	4.9		 	—		 	—		 	—		 	—		 	(4.9	)	 	—		 	—		
Liabilities:	 	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Future policy benefits - embedded derivatives associated with fixed index annuity products	 	(1,334.8	)	 	(62.0	)	 	107.8		 	—		 	—		 	—		 	(1,289.0	)	 	107.8		

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_________
		
(a)	Transfers into Level 3 are the result of unobservable inputs utilized within valuation methodologies for assets that were previously valued using observable inputs. Transfers out of Level 3 are due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company is able to validate.	
		
(b)	Purchases, sales, issuances and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability but does not represent changes in fair value for the instruments held at the beginning of the period.  Such activity primarily consists of purchases and sales of fixed maturity and equity securities and changes to embedded derivative instruments related to insurance products resulting from the issuance of new contracts, or changes to existing contracts. The following summarizes such activity for the year ended December 31, 2018 (dollars in millions):	

	
																				
 	Purchases	 	Sales	 	Issuances	 	Settlements	 	Purchases, sales, issuances and settlements, net	
Assets:	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	
Corporate securities	$	32.4		 	$	(57.0	)	 	$	—		 	$	—		 	$	(24.6	)	
Debt securities issued by foreign governments	3.0		 	(5.9	)	 	—		 	—		 	(2.9	)	
Asset-backed securities	—		 	(11.5	)	 	—		 	—		 	(11.5	)	
Total fixed maturities, available for sale	35.4		 	(74.4	)	 	—		 	—		 	(39.0	)	
Equity securities - corporate securities	—		 	(10.9	)	 	—		 	—		 	(10.9	)	
Liabilities:	 	 	 	 	 	 	 	 	 	
Future policy benefits - embedded derivatives associated with fixed index annuity products	(177.6	)	 	16.5		 	16.7		 	82.4		 	(62.0	)	

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Notes to Consolidated Financial Statements
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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 year ended December 31, 2017 (dollars in millions):

	
																																
 	December 31, 2017	 	 	
 	Beginning balance as of December 31, 2016	 	Purchases, sales, issuances and settlements, net (b)	 	Total realized and unrealized gains (losses) included in net income	 	Total realized and unrealized gains (losses) included in accumulated other comprehensive income (loss)	 	Transfers into Level 3 (a)	 	Transfers out of Level 3 (a)	 	Ending balance as of December 31, 2017	 	Amount of total gains (losses) for the year ended December 31, 2017 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	$	258.5		 	$	(70.4	)	 	$	5.8		 	$	5.3		 	$	31.2		 	$	—		 	$	230.4		 	$	(8.0	)	
Debt securities issued by foreign governments	3.9		 	—		 	—		 	—		 	—		 	—		 	3.9		 	—		
Asset-backed securities	60.4		 	(4.3	)	 	—		 	.7		 	—		 	(32.6	)	 	24.2		 	—		
Collateralized debt obligations	5.4		 	(2.5	)	 	—		 	—		 	—		 	(2.9	)	 	—		 	—		
Commercial mortgage-backed securities	32.0		 	(1.2	)	 	.1		 	(.1	)	 	—		 	(30.8	)	 	—		 	—		
Total fixed maturities, available for sale	360.2		 	(78.4	)	 	5.9		 	5.9		 	31.2		 	(66.3	)	 	258.5		 	(8.0	)	
Equity securities - corporate securities	25.2		 	(8.5	)	 	6.3		 	(1.8	)	 	—		 	—		 	21.2		 	—		
Investments held by variable interest entities - corporate securities	—		 	4.9		 	—		 	—		 	—		 	—		 	4.9		 	—		
Liabilities:	 		 	 		 	 		 	 		 	 		 	 		 	 		 	 		
Future policy benefits - embedded derivatives associated with fixed index annuity products	(1,092.3	)	 	(267.5	)	 	25.0		 	—		 	—		 	—		 	(1,334.8	)	 	25.0		

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____________
		
(a)	Transfers into Level 3 are the result of unobservable inputs utilized within valuation methodologies for assets that were previously valued using observable inputs. Transfers out of Level 3 are due to the use of observable inputs in valuation methodologies as well as the utilization of pricing service information for certain assets that the Company is able to validate.	
		
(b)	Purchases, sales, issuances and settlements, net, represent the activity that occurred during the period that results in a change of the asset or liability but does not represent changes in fair value for the instruments held at the beginning of the period.  Such activity primarily consists of purchases and sales of fixed maturity and equity securities and changes to embedded derivative instruments related to insurance products resulting from the issuance of new contracts, or changes to existing contracts.  The following summarizes such activity for the year ended December 31, 2017 (dollars in millions):	

	
																				
 	Purchases	 	Sales	 	Issuances	 	Settlements	 	Purchases, sales, issuances and settlements, net	
Assets:	 	 	 	 	 	 	 	 	 	
Fixed maturities, available for sale:	 	 	 	 	 	 	 	 	 	
Corporate securities	$	76.6		 	$	(147.0	)	 	$	—		 	$	—		 	$	(70.4	)	
Asset-backed securities	—		 	(4.3	)	 	—		 	—		 	(4.3	)	
Collateralized debt obligations	—		 	(2.5	)	 	—		 	—		 	(2.5	)	
Commercial mortgage-backed securities	—		 	(1.2	)	 	—		 	—		 	(1.2	)	
Total fixed maturities, available for sale	76.6		 	(155.0	)	 	—		 	—		 	(78.4	)	
Equity securities - corporate securities	—		 	(8.5	)	 	—		 	—		 	(8.5	)	
Investments held by variable interest entities - corporate securities	8.9		 	(4.0	)	 	—		 	—		 	4.9		
Liabilities:	 	 	 	 	 	 	 	 	 	
Future policy benefits - embedded derivatives associated with fixed index annuity products	(178.9	)	 	5.4		 	(159.3	)	 	65.3		 	(267.5	)	

At December 31, 2018 , 53 percent of our Level 3 fixed maturities, available for sale, were investment grade and 92 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 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.

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.

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Notes to Consolidated Financial Statements
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The following table provides additional information about the significant unobservable (Level 3) inputs developed internally by the Company to determine fair value for certain assets and liabilities carried at fair value at December 31, 2018 (dollars in millions):

	
										
 	Fair value at December 31, 2018	 	Valuation techniques	 	Unobservable inputs	 	Range (weighted average)	
Assets:	 	 	 	 	 	 	 	
Corporate securities (a)	$	91.1		 	Discounted cash flow analysis	 	Discount margins	 	1.55% - 9.52% (4.47%)	
Corporate securities (b)	4.8		 	Recovery method	 	Percent of recovery expected	 	61.03%	
Asset-backed securities (c)	11.9		 	Discounted cash flow analysis	 	Discount margins	 	2.30%	
Equity securities (d)	1.2		 	Market comparables	 	EBITDA multiples	 	1.1X	
Equity securities (e)	8.3		 	Recovery method	 	Percent of recovery expected	 	59.27% - 100.00% (59.52%)	
Other assets categorized as Level 3 (f)	63.8		 	Unadjusted third-party price source	 	Not applicable	 	Not applicable	
Total	181.1		 	 	 	 	 	 	
Liabilities:	 	 	 	 	 	 	 	
Future policy benefits (g)	1,289.0		 	Discounted projected embedded derivatives	 	Projected portfolio yields	 	5.11% - 5.15% (5.11%)	
 	 	 	 	 	Discount rates	 	2.20% - 4.02% (2.75%)	
 	 	 	 	 	Surrender rates	 	1.30% - 37.30% (12.40%)	
________________________________
		
(a)	Corporate securities - The significant unobservable input used in the fair value measurement of our corporate securities is discount margin added to a riskless market yield. Significant increases (decreases) in discount margin in isolation would result in a significantly lower (higher) fair value measurement.	
		
(b)	Corporate securities - The significant unobservable input used in the fair value measurement of these corporate securities is percentage of recovery expected.  Significant increases (decreases) in percentage of recovery expected in isolation would result in a significantly higher (lower) fair value measurement.	
		
(c)	Asset-backed securities - The significant unobservable input used in the fair value measurement of these asset-backed securities is discount margin added to a riskless market yield. Significant increases (decreases) in discount margin in isolation would result in a significantly lower (higher) fair value measurement.	
		
(d)	Equity securities - The significant unobservable input used in the fair value measurement of these equity securities is multiples of earnings before interest, taxes, depreciation and amortization ("EBITDA"). Generally, increases (decreases) in the EBITDA multiples would result in higher (lower) fair value measurements.	
		
(e)	Equity securities - The significant unobservable input used in the fair value measurement of these equity securities is percentage of recovery expected.  Significant increases (decreases) in percentage of recovery expected in isolation would result in a significantly higher (lower) fair value measurement.	
		
(f)	Other assets categorized as Level 3 - For these assets, there were no adjustments to quoted market prices obtained from third-party pricing sources.	
		
(g)	Future policy benefits - The significant unobservable inputs used in the fair value measurement of our embedded derivatives associated with fixed index annuity products are projected portfolio yields, discount rates and surrender rates. Increases (decreases) in projected portfolio yields in isolation would lead to a higher (lower) fair value measurement. The discount rate is based on risk free rates (U.S. Treasury rates for similar durations) adjusted for our non-performance risk and risk margins for non-capital market inputs. Increases (decreases) in the discount rates would lead to a lower (higher) fair value measurement. Assumed surrender rates are used to project how long the contracts remain in force. Generally, the longer the contracts are assumed to be in force the higher the fair value of the embedded derivative.	

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The following table provides additional information about the significant unobservable (Level 3) inputs developed internally by the Company to determine fair value for certain assets and liabilities carried at fair value at December 31, 2017 (dollars in millions):

	
										
 	Fair value at December 31, 2017	 	Valuation techniques	 	Unobservable inputs	 	Range (weighted average)	
Assets:	 	 	 	 	 	 	 	
Corporate securities (a)	$	149.2		 	Discounted cash flow analysis	 	Discount margins	 	1.45% - 71.29% (6.96%)	
Corporate securities (b)	2.8		 	Recovery method	 	Percent of recovery expected	 	0% - 21.73% (18.42%)	
Asset-backed securities (c)	24.2		 	Discounted cash flow analysis	 	Discount margins	 	1.80% - 3.71% (2.67%)	
Equity securities (d)	1.1		 	Market comparables	 	EBITDA multiples	 	1.1X	
Equity securities (e)	20.1		 	Recovery method	 	Percent of recovery expected	 	59.1%	
Other assets categorized as Level 3 (f)	87.2		 	Unadjusted third-party price source	 	Not applicable	 	Not applicable	
Total	284.6		 	 	 	 	 	 	
Liabilities:	 	 	 	 	 	 	 	
Future policy benefits (g)	1,334.8		 	Discounted projected embedded derivatives	 	Projected portfolio yields	 	5.15% - 5.61% (5.60%)	
 	 	 	 	 	Discount rates	 	0.92% - 2.51% (2.00%)	
 	 	 	 	 	Surrender rates	 	1.20% - 46.40% (12.30%)	
________________________________
		
(a)	Corporate securities - The significant unobservable input used in the fair value measurement of our corporate securities is discount margin added to a riskless market yield. Significant increases (decreases) in discount margin in isolation would result in a significantly lower (higher) fair value measurement.	
		
(b)	Corporate securities - The significant unobservable input used in the fair value measurement of these corporate securities is percentage of recovery expected. Significant increases (decreases) in percentage of recovery expected in isolation would result in a significantly higher (lower) fair value measurement.	
		
(c)	Asset-backed securities - The significant unobservable input used in the fair value measurement of these asset-backed securities is discount margin added to a riskless market yield. Significant increases (decreases) in discount margin in isolation would result in a significantly lower (higher) fair value measurement.	
		
(d)	Equity securities - The significant unobservable input used in the fair value measurement of these equity securities is EBITDA multiples. Generally, increases (decreases) in EBITDA multiples would result in higher (lower) fair value measurements.	
		
(e)	Equity securities - The significant unobservable input used in the fair value measurement of these equity securities is percentage of recovery expected.  Significant increases (decreases) in percentage of recovery expected in isolation would result in a significantly higher (lower) fair value measurement.	
		
(f)	Other assets categorized as Level 3 - For these assets, there were no adjustments to quoted market prices obtained from third-party pricing sources.	
		
(g)	Future policy benefits - The significant unobservable inputs used in the fair value measurement of our embedded derivatives associated with fixed index annuity products are projected portfolio yields, discount rates and surrender rates. Increases (decreases) in projected portfolio yields in isolation would lead to a higher (lower) fair value measurement. The discount rate is based on risk free rates (U.S. Treasury rates for similar durations) adjusted for our non-performance risk and risk margins for non-capital market inputs. Increases (decreases) in the discount rates would lead to a lower (higher) fair value measurement. Assumed surrender rates are used to project how long the contracts remain in force. Generally, the longer the contracts are assumed to be in force the higher the fair value of the embedded derivative.	

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5. LIABILITIES FOR INSURANCE PRODUCTS

Our future policy benefits are summarized as follows (dollars in millions):

	
																
 	Withdrawal assumption	 	Morbidity assumption	 	Mortality assumption	 	Interest rate assumption	 	2018	 	2017	
 	 	 	 	 	 	 	 	 	 	 	 	
Long-term care	Company experience	 	Company experience	 	Company experience	 	6%	 	$	5,277.9		 	$	5,669.0		
Traditional life insurance contracts	Company experience	 	Company experience	 	(a)	 	5%	 	2,461.6		 	2,401.2		
Accident and health contracts	Company experience	 	Company experience	 	Company experience	 	5%	 	2,944.5		 	2,812.0		
Interest-sensitive life insurance contracts	Company experience	 	Company experience	 	Company experience	 	5%	 	30.3		 	44.9		
Annuities and supplemental contracts with life contingencies	Company experience	 	Company experience	 	(b)	 	4%	 	368.1		 	594.2		
Total	 	 	 	 	 	 	 	 	$	11,082.4		 	$	11,521.3		
____________________
		
(a)	Principally, modifications of: (i) the 1965 ‑ 70 and 1975 - 80 Basic Tables; and (ii) the 1941, 1958 and 1980 Commissioners' Standard Ordinary Tables; as well as Company experience.	
		
(b)	Principally, modifications of: (i) the 1971 Individual Annuity Mortality Table; (ii) the 1983 Table "A"; and (iii) the Annuity 2000 Mortality Table; as well as Company experience.	

Our policyholder account balances are summarized as follows (dollars in millions):

	
									
 	 	2018	 	2017	
Fixed index annuities	 	$	6,657.8		 	$	5,942.2		
Other annuities	 	3,793.8		 	4,183.8		
Interest-sensitive life insurance contracts	 	1,142.5		 	1,094.7		
Total	 	$	11,594.1		 	$	11,220.7		

The Company establishes reserves for insurance policy benefits based on assumptions as to investment yields, mortality, morbidity, withdrawals, lapses and maintenance expenses. These reserves include amounts for estimated future payment of claims based on actuarial assumptions. The balance includes provision for the Company's best estimate of the future policyholder benefits to be incurred on this business, given recent and expected future changes in experience.

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Notes to Consolidated Financial Statements
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Changes in the unpaid claims reserve (included in claims payable) and disabled life reserves related to accident and health insurance (included in the liability for future policy benefits) were as follows (dollars in millions):

	
												
 	2018	 	2017	 	2016	
Balance, beginning of year	$	1,828.2		 	$	1,777.6		 	$	1,731.8		
Less reinsurance (receivables) payables	15.1		 	14.0		 	(130.0	)	
Net balance, beginning of year	1,843.3		 	1,791.6		 	1,601.8		
Incurred claims related to:	 	 	 	 	 	
Current year	1,480.0		 	1,548.1		 	1,526.4		
Prior years (a)	(41.5	)	 	(26.7	)	 	96.6		
Total incurred	1,438.5		 	1,521.4		 	1,623.0		
Interest on claim reserves	71.8		 	78.4		 	75.3		
Paid claims related to:	 	 	 	 	 	
Current year	(849.4	)	 	(845.5	)	 	(837.2	)	
Prior years	(630.6	)	 	(702.6	)	 	(671.3	)	
Total paid	(1,480.0	)	 	(1,548.1	)	 	(1,508.5	)	
Reserves ceded pursuant to reinsurance transaction	(956.7	)	 	—		 	—		
Net balance, end of year	916.9		 	1,843.3		 	1,791.6		
Add reinsurance receivables (payables)	951.1		 	(15.1	)	 	(14.0	)	
Balance, end of year	$	1,868.0		 	$	1,828.2		 	$	1,777.6		
___________
		
(a)	The reserves and liabilities we establish are necessarily based on estimates, assumptions and prior years' statistics. Such amounts will fluctuate based upon the estimation procedures used to determine the amount of unpaid losses. It is possible that actual claims will exceed our reserves and have a material adverse effect on our results of operations and financial condition.	

6. INCOME TAXES

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

	
												
 	2018	 	2017	 	2016	
Current tax expense (benefit)	$	(2.8	)	 	$	90.8		 	$	(45.2	)	
Deferred tax expense	93.1		 	72.0		 	173.0		
Valuation allowance applicable to current year income	8.9		 	(15.3	)	 	(14.0	)	
Income tax expense calculated based on annual effective tax rate	99.2		 	147.5		 	113.8		
Tax benefit on long-term care reinsurance transaction	(147.9	)	 	—		 	—		
Income tax expense on discrete items:	 	 	 	 	 	
Change in valuation allowance	95.7		 	(13.4	)	 	40.7		
Impact of federal tax reform	—		 	310.6		 	—		
Change in valuation allowance related to federal tax reform	—		 	(138.1	)	 	—		
IRS settlement	—		 	—		 	(170.4	)	
Other items	3.2		 	(1.7	)	 	10.9		
Total income tax expense (benefit)	$	50.2		 	$	304.9		 	$	(5.0	)	

On December 22, 2017, the Tax Reform Act was signed into law and enacted a broad range of changes to the Internal Revenue Code (the "Code") including individual and corporate reforms and numerous changes to U.S. international tax provisions. The Tax Reform Act reduced the corporate tax rate to 21 percent from 35 percent effective January 1, 2018, and

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Notes to Consolidated Financial Statements
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made significant changes to the taxation of life insurance companies. Among other things, the Tax Reform Act modified the computation of life insurance reserves, increased the capitalization rate and extended the amortization period for policy acquisition costs, imposed limitations on the deductibility of performance-based compensation to "covered employees" and interest expense, and allowed for the expensing of certain capital expenditures. For NOLs arising after December 31, 2017, the Tax Reform Act limits the ability to utilize NOL carryforwards to 80% of taxable income. In addition, NOLs arising after 2017 can be carried forward indefinitely, but carryback is prohibited. As a result of the reduction in the federal corporate income tax rate, we reduced the value of our net deferred tax assets by $172.5 million (net of the reduction in the valuation allowance for deferred tax assets) which was recorded as additional income tax expense for the year ended December 31, 2017.

The $172.5 million adjustment to our net deferred tax assets was a provisional amount as defined in the Securities and Exchange Commission's (the "SEC") Staff Accounting Bulletin No. 118 ("SAB 118"), issued in December 2017 to address complexities in completing the calculations resulting from the Tax Reform Act. Although we were able to make a reasonable estimate of the impact of the Tax Reform Act based on the information available, we required additional time within the measurement period permitted under SAB 118 to complete our analysis of the calculations of life insurance tax reserves and future period taxable income used to estimate our deferred tax valuation allowance. We completed our analysis in the fourth quarter of 2018 and there were no material changes to our previous estimates.

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

	
									
 	2018	 	2017	 	2016	
U.S. statutory corporate rate	21.0	 %	 	35.0	 %	 	35.0	 %	
Valuation allowance	(39.5	)	 	(6.0	)	 	7.6		
Non-taxable income and nondeductible benefits, net	.6		 	(2.0	)	 	(1.1	)	
State taxes	(1.1	)	 	.6		 	2.2		
Impact of federal tax reform	—		 	64.7		 	—		
Change in valuation allowance related to federal tax reform	—		 	(28.8	)	 	—		
Impact of IRS settlement	—		 	—		 	(48.2	)	
Other items	—		 	—		 	3.1		
Effective tax rate	(19.0	)%	 	63.5	 %	 	(1.4	)%	

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

	
								
 	2018	 	2017	
Deferred tax assets:	 	 	 	
Net federal operating loss carryforwards	$	685.1		 	$	489.6		
Net state operating loss carryforwards	14.5		 	9.3		
Investments	—		 	4.3		
Insurance liabilities	283.9		 	415.8		
Other	46.3		 	48.9		
Gross deferred tax assets	1,029.8		 	967.9		
Deferred tax liabilities:	 		 	 		
Investments	(10.1	)	 	—		
Present value of future profits and deferred acquisition costs	(171.1	)	 	(165.4	)	
Accumulated other comprehensive income	(50.2	)	 	(337.2	)	
Gross deferred tax liabilities	(231.4	)	 	(502.6	)	
Net deferred tax assets before valuation allowance	798.4		 	465.3		
Valuation allowance	(193.7	)	 	(89.1	)	
Net deferred tax assets	604.7		 	376.2		
Current income taxes prepaid (accrued)	25.3		 	(9.3	)	
Income tax assets, net	$	630.0		 	$	366.9		

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

A reduction of the net carrying amount of deferred tax assets by establishing a valuation allowance is required if, based on the available evidence, it is more likely than not that such assets will not be realized. In assessing the need for a valuation allowance, all available evidence, both positive and negative, shall be considered to determine whether, based on the weight of that evidence, a valuation allowance for deferred tax assets is needed. This assessment requires significant judgment and considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of carryforward periods, our experience with operating loss and tax credit carryforwards expiring unused, and tax planning strategies. We evaluate the need to establish a valuation allowance for our deferred income tax assets on an ongoing basis. The realization of our deferred tax assets depends upon generating sufficient future taxable income of the appropriate type during the periods in which our temporary differences become deductible and before our NOLs expire.

Based on our assessment, it appears more likely than not that $604.7 million of our total deferred tax assets of $798.4 million will be realized through future taxable earnings. Accordingly, we have established a deferred tax valuation allowance of $193.7 million at December 31, 2018 ( $189.9 million of which relates to our net federal operating loss carryforwards and $3.8 million relates to state operating loss carryforwards). As a result of the completion of the long-term care reinsurance transaction in the third quarter of 2018, we increased the valuation allowance for deferred tax assets by $104.8 million . The increase in life company NOLs generated by the tax loss on the reinsurance transaction is expected to impact our ability to utilize non-life NOLs in the future. Accordingly, we increased the valuation allowance for deferred taxes by $104.8 million . We will continue to assess the need for a valuation allowance in the future. If future results are less than projected, an increase to the valuation allowance may be required to reduce the deferred tax asset, which could have a material impact on our results of operations in the period in which it is recorded.
 
We use a deferred tax valuation model to assess the need for a valuation allowance. Our model is adjusted to reflect changes in our projections of future taxable income including changes resulting from the Tax Reform Act, investment

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strategies, the impact of the sale or reinsurance of business and the recapture of business previously ceded. Our estimates of future taxable income are based on evidence we consider to be objective and verifiable.

At December 31, 2018 , our projection of future taxable income for purposes of determining the valuation allowance is based on our adjusted average annual taxable income which is assumed to increase by approximately 3.5 percent for the next five years, and level taxable income thereafter. In the projections used for our analysis, our adjusted average taxable income of approximately $465 million consisted of $85 million of non-life taxable income and $380 million of life taxable income.

Based on our assessment, we recognized an increase to the allowance for deferred tax assets of $104.6 million in 2018 . We have evaluated the recovery of our deferred tax assets and assessed the effect of limitations and/or interpretations on their value and have concluded that it is more likely than not that the value recognized will be fully realized in the future.

Changes in our valuation allowance are summarized as follows (dollars in millions):

	
					
Balance, December 31, 2015	$	213.5		 	
Increase in 2016	26.7		(a)	
Balance, December 31, 2016	240.2		 	
Decrease in 2017	(166.8	)	(b)	
Cumulative effect of accounting change	15.7		(c)	
Balance, December 31, 2017	89.1		 	
Increase in 2018	104.6		(d)	
Balance, December 31, 2018	$	193.7		 	
___________________
		
(a)	The 2016 increase to the deferred tax valuation allowance primarily resulted from additional non-life NOLs due to the settlement with the Internal Revenue Service (the "IRS").	
		
(b)	The 2017 decrease to the deferred tax valuation allowance includes: (i) $138.1 million related to a reduction in the federal corporate income tax rate and other changes from the Tax Reform Act; (ii) $13.4 million of reductions to the deferred tax valuation allowance primarily related to the recognition of capital gains; and (iii) $15.3 million of reductions in the deferred tax valuation allowance reflecting higher current year taxable income than previously reflected in our deferred tax valuation model.	
		
(c)	Effective January 1, 2017, the Company adopted new authoritative guidance related to several aspects of the accounting for share-based payment transactions, including the income tax consequences. Under the new guidance, any excess tax benefits are recognized as an income tax benefit in the income statement. The new guidance is applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings for all tax benefits that were not previously recognized because the related tax deduction had not reduced taxes payable. The Company had NOL carryforwards of $15.7 million related to deductions for stock options and restricted stock on the date of adoption. However, a corresponding valuation allowance of $15.7 million was recognized as a result of adopting this guidance. Therefore, there was no impact to our consolidated financial statements related to the initial adoption of this provision of the new guidance.	
		
(d)	The 2018 increase to the deferred tax valuation allowance includes: (i) an increase of $104.8 million due to the life NOLs generated by the tax loss on the long-term care reinsurance transaction; and (ii) other changes netting to $(.2) million .	

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

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).  This limitation is the primary reason a valuation allowance for NOLs is required. 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).

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Section 382 of the Code imposes limitations on a corporation's ability to use its NOLs when the company undergoes a 50 percent ownership change over a three year period.  Future transactions and the timing of such transactions could cause an ownership change for Section 382 income tax purposes.  Such transactions may include, but are not limited to, additional repurchases under our securities repurchase program, issuances of common stock and acquisitions or sales of shares of CNO stock by certain holders of our shares, including persons who have held, currently hold or may accumulate in the future five percent or more of our outstanding common stock for their own account.  Many of these transactions are beyond our control.  If an 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 ( 2.51 percent at December 31, 2018 ), and the annual restriction could limit our ability to use a substantial portion of our NOLs to offset future taxable income.  We regularly monitor ownership change (as calculated for purposes of Section 382) and, as of December 31, 2018 , we were below the 50 percent ownership change level that would trigger further impairment of our ability to utilize our NOLs.

In 2009, the Company's Board of Directors adopted a Section 382 Rights Agreement designed to protect shareholder value by preserving the value of our tax assets primarily associated with tax NOLs under Section 382. The Section 382 Rights Agreement was adopted to reduce the likelihood of an ownership change occurring by deterring the acquisition of stock that would create " 5 percent shareholders" as defined in Section 382. The Section 382 Rights Agreement has been amended three times, most recently effective November 13, 2017 (the "Third Amended Section 382 Rights Agreement"). The Third Amended Section 382 Rights Agreement extended the expiration date of the Section 382 Rights Agreement to November 13, 2020, updated the purchase price of the rights described below and provided for a new series of preferred stock relating to the rights that is substantially identical to the prior series of preferred stock. The Third Amended Section 382 Rights Agreement was approved by the Company’s stockholders at the Company’s 2018 annual meeting.
 
Under the Section 382 Rights Agreement, one right was distributed for each share of our common stock outstanding as of the close of business on January 30, 2009 and for each share issued after that date. Pursuant to the Third Amended Section 382 Rights Agreement, if any person or group (subject to certain exemptions) becomes an owner of more than 4.99 percent of the Company's outstanding common stock (or any other interest in the Company that would be treated as "stock" under applicable Section 382 regulations) without the approval of the Board of Directors, there would be a triggering event causing significant dilution in the voting power and economic ownership of that person or group. Shareholders who held more than 4.99 percent of the Company's outstanding common stock as of December 6, 2011 will trigger a dilutive event only if they acquire additional shares exceeding one percent of our outstanding shares without prior approval from the Board of Directors.

In 2010, our shareholders approved an amendment to CNO's certificate of incorporation designed to prevent certain transfers of common stock which could otherwise adversely affect our ability to use our NOLs (the "Original Section 382 Charter Amendment"). Subject to the provisions set forth in the Original Section 382 Charter Amendment, transfers of our common stock would be void and of no effect if the effect of the purported transfer would be to: (i) increase the direct or indirect ownership of our common stock by any person or public group (as such term is defined in the regulations under Section 382) from less than 5% to 5% or more of our common stock; (ii) increase the percentage of our common stock owned directly or indirectly by a person or public group owning or deemed to own 5% or more of our common stock; or (iii) create a new public group. The Original Section 382 Charter Amendment was amended and extended in 2013 and in 2016 (the "2016 Section 382 Charter Amendment"). The expiration date for the 2016 Section 382 Charter Amendment is July 31, 2019.

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Notes to Consolidated Financial Statements
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Pursuant to the Tax Reform Act, NOLs generated subsequent to 2017 do not have an expiration date. We have $3.3 billion of federal NOLs as of December 31, 2018 , as summarized below (dollars in millions):

	
					
 	 	Net operating loss	
Year of expiration	 	carryforwards	
2023	 	$	1,751.9		
2025	 	85.2		
2026	 	149.9		
2027	 	10.8		
2028	 	80.3		
2029	 	213.2		
2030	 	.3		
2031	 	.2		
2032	 	44.4		
2033	 	.6		
2034	 	.9		
2035	 	.8		
Total federal non-life NOLs	 	2,338.5		
Post 2017 life NOLs with no expiration	 	923.9		
Total federal NOLs	 	$	3,262.4		

The loss on the reinsurance transaction that was completed in September 2018 resulted in a life NOL of $930.7 million . The life NOL is expected to be used to offset 80 percent of our future life insurance company taxable income due to limitations prescribed in the Tax Reform Act. Our life NOL has no expiration date and we expect it to be fully utilized over the next three to four years, depending on the level of life taxable income during such period. Our non-life NOLs can be used to offset 35 percent of remaining life insurance company taxable income after application of the life NOLs, until all non-life NOLs are utilized or expire.
We also had deferred tax assets related to NOLs for state income taxes of $14.5 million and $9.3 million at December 31, 2018 and 2017 , respectively.  The related state NOLs are available to offset future state taxable income in certain states through 2033.

There were no unrecognized tax benefits in either 2018 or 2017.

In the fourth quarter of 2016, we reached a settlement with the IRS related to two uncertain tax positions: (i) $280.7 million of life NOLs and $130.0 million of non-life NOLs related to the classification of the loss on our investment in Conseco Senior Health Insurance Company when it was transferred to an independent trust in 2008; and (ii) $66.7 million of non-life NOLs related to a bad debt deduction with respect to a stock purchase loan made by our Predecessor to a member of its board of directors. The settlement resulted in a reduction to tax expense of approximately $118.7 million in the fourth quarter of 2016 (the period in which these matters were settled and the fully executed documentation was received). The $118.7 million benefit includes: (i) a $98.2 million tax benefit related to additional life NOLs; (ii) a $17.1 million tax benefit related to additional non-life NOLs (net of an increase to the deferred tax valuation allowance of $51.7 million ); and (iii) a $3.4 million reduction in interest recognized in prior periods on alternative minimum tax that will no longer be required to be paid.

The Company’s various state income tax returns are generally open for tax years beginning in 2015, based on individual state statutes of limitation. Generally, for tax years which generate NOLs, capital losses or tax credit carryforwards, the statute remains open until the expiration of the statute of limitations for the tax year in which such carryforwards are utilized. The outcome of tax audits cannot be predicted with certainty. If the Company’s tax audits are not resolved in a manner consistent with management’s expectations, the Company may be required to adjust its provision for income taxes.

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7. NOTES PAYABLE - DIRECT CORPORATE OBLIGATIONS

The following notes payable were direct corporate obligations of the Company as of December 31, 2018 and 2017 (dollars in millions):

	
								
 	2018	 	2017	
4.500% Senior Notes due May 2020	$	325.0		 	$	325.0		
5.250% Senior Notes due May 2025	500.0		 	500.0		
Revolving Credit Agreement (as defined below)	100.0		 	100.0		
Unamortized debt issuance costs	(8.2	)	 	(10.4	)	
Direct corporate obligations	$	916.8		 	$	914.6		

Notes

On May 19, 2015, the Company executed the Indenture, dated as of May 19, 2015 (the "Base Indenture") and the First Supplemental Indenture, dated as of May 19, 2015 (the "Supplemental Indenture" and, together with the Base Indenture, the "Indenture"), between the Company and Wilmington Trust, National Association, as trustee (the "Trustee") pursuant to which the Company issued $325.0 million aggregate principal amount of 4.500% Senior Notes due 2020 (the "2020 Notes") and $500.0 million aggregate principal amount of 5.250% Senior Notes due 2025 (the "2025 Notes" and, together with the 2020 Notes, the "Notes").

The Company used the proceeds of the offering of the Notes, together with borrowings under the Revolving Credit Agreement (as defined below): (i) to repay all amounts outstanding under our previous senior secured credit agreement; (ii) to redeem and satisfy and discharge all of the outstanding 6.375% Senior Secured Notes due October 2020; and (iii) to pay fees and expenses related to the offering of the Notes and the foregoing transactions. The remaining proceeds of the Notes and the borrowings under the Revolving Credit Agreement were used for general corporate purposes, including share repurchases.

The 2020 Notes mature on May 30, 2020, and the 2025 Notes mature on May 30, 2025. Interest on the 2020 Notes is payable at 4.500% per annum. Interest on the 2025 Notes is payable at 5.250% per annum. Interest on the Notes is payable semi-annually in cash in arrears on May 30 and November 30 of each year, commencing on November 30, 2015.

The Notes are the Company's senior unsecured obligations and rank equally with the Company's other senior unsecured and unsubordinated debt from time to time outstanding, including obligations under the Revolving Credit Agreement (as defined below). The Notes are effectively subordinated to all of the Company's existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness. The Notes are structurally subordinated to all existing and future indebtedness and other liabilities of the Company's subsidiaries.

The Company may redeem some or all of the 2020 Notes at any time or from time to time at a "make-whole" redemption price plus accrued and unpaid interest to, but not including, the redemption date.

Prior to February 28, 2025, the Company may redeem some or all of the 2025 Notes at any time or from time to time at a "make-whole" redemption price plus accrued and unpaid interest to, but not including, the redemption date. On and after February 28, 2025, the Company may redeem some or all of the 2025 Notes at any time or from time to time at a redemption price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but not including, the redemption date.

Upon the occurrence of a Change of Control Repurchase Event (as defined in the Indenture), the Company will be required to make an offer to repurchase the Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of repurchase.

The Indenture contains covenants that restrict the Company’s ability, with certain exceptions, to:

•	incur certain subsidiary indebtedness without also guaranteeing the Notes;	
		
•	create liens;	

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•	enter into sale and leaseback transactions;	
		
•	issue, sell, transfer or otherwise dispose of any shares of capital stock of any Insurance Subsidiary (as defined in the Indenture); and	
		
•	consolidate or merge with or into other companies or transfer all or substantially all of the Company’s assets.	

The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include nonpayment, breach of covenants in the Indenture, failure to pay at maturity or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or holders of at least 25% in principal amount of the then outstanding Notes may declare the principal of and accrued but unpaid interest, including any additional interest, on all of the Notes to be due and payable.

Revolving Credit Agreement

On May 19, 2015, the Company entered into a $150.0 million four -year unsecured revolving credit facility with KeyBank National Association, as administrative agent (the "Agent"), and the lenders from time to time party thereto. On May 19, 2015, the Company made an initial drawing of $100.0 million under the revolving credit facility, resulting in $50.0 million available for additional borrowings. On October 13, 2017, the Company entered into an amendment and restatement agreement (the "Amendment Agreement") with respect to its revolving credit agreement (as amended by the Amendment Agreement, the "Revolving Credit Agreement"). The Amendment Agreement, among other things, increased the total commitments available under the revolving credit facility from $150.0 million to $250.0 million , increased the aggregate amount of additional incremental loans the Company may incur from $50.0 million to $100.0 million and extended the maturity date of the revolving credit facility from May 19, 2019 to the earlier of October 13, 2022 and the date that is six months prior to the maturity date of the 2020 Notes, which is November 30, 2019.

The Revolving Credit Agreement includes an uncommitted subfacility for swingline loans of up to $5.0 million , and up to $5.0 million of the Revolving Credit Agreement is available for the issuance of letters of credit. The Company may incur additional incremental loans under the Revolving Credit Agreement in an aggregate principal amount of up to $100.0 million provided that there are no events of default and subject to certain other terms and conditions including the delivery of certain documentation.

The interest rates with respect to loans under the Revolving Credit Agreement are based on, at the Company's option, a floating base rate (defined as a per annum rate equal to the highest of: (i) the federal funds rate plus 0.50% ; (ii) the "prime rate" of the Agent; and (iii) the eurodollar rate for a one-month interest period plus an applicable margin based on the Company's unsecured debt rating), or a eurodollar rate plus an applicable margin based on the Company's unsecured debt rating. The margins under the Revolving Credit Agreement range from 1.375 percent to 2.125 percent ( 1.75 percent to 2.25 percent prior to the Amendment Agreement), in the case of loans at the eurodollar rate, and 0.375 percent to 1.125 percent ( .75 percent to 1.25 percent prior to the Amendment Agreement), in the case of loans at the base rate. At December 31, 2018 , the interest rate on the amounts outstanding under the Revolving Credit Agreement was 4.15 percent . In addition, the daily average undrawn portion of the Revolving Credit Agreement accrues a commitment fee payable quarterly in arrears. The applicable margin for, and the commitment fee applicable to, the Revolving Credit Agreement, will be adjusted from time to time pursuant to a ratings based pricing grid. In addition, a fronting fee, in an amount equal to 0.125% per annum on the aggregate face amount of the outstanding letters of credit, will be payable to the issuers of such letters of credit.

The Revolving Credit Agreement contains certain financial, affirmative and negative covenants. The negative covenants in the Revolving Credit Agreement include restrictions that relate to, among other things and subject to customary baskets, exceptions and limitations for facilities of this type:

•	subsidiary debt;	
		
•	liens;	
		
•	restrictive agreements;	
		
•	restricted payments during the continuance of an event of default;	
		
•	disposition of assets and sale and leaseback transactions;	
		
•	transactions with affiliates;	
		
•	change in business;	
		
•	fundamental changes;	

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•	modification of certain agreements; and	
		
•	changes to fiscal year.	

The Revolving Credit Agreement requires the Company to maintain (each as calculated in accordance with the Revolving Credit Agreement): (i) a debt to total capitalization ratio of not more than 35.0 percent ( 30.0 percent prior to the Amendment Agreement) (such ratio was 22.5 percent at December 31, 2018 ); (ii) an aggregate ratio of total adjusted capital to company action level risk-based capital for the Company's insurance subsidiaries of not less than 250 percent (such ratio was estimated to be 393 percent at December 31, 2018 ); and (iii) a minimum consolidated net worth of not less than the sum of (x) $2,674 million plus (y) 50.0% of the net equity proceeds received by the Company from the issuance and sale of equity interests in the Company (the Company's consolidated net worth was $3,193.2 million at December 31, 2018 compared to the minimum requirement of $2,687.4 million ).

The Revolving Credit Agreement provides for customary events of default (subject in certain cases to customary grace and cure periods), which include, without limitation, the following:

•	non-payment;	
		
•	breach of representations, warranties or covenants;	
		
•	cross-default and cross-acceleration;	
		
•	bankruptcy and insolvency events;	
		
•	judgment defaults;	
		
•	actual or asserted invalidity of documentation with respect to the Revolving Credit Agreement;	
		
•	change of control; and	
		
•	customary ERISA defaults.	

If an event of default under the Revolving Credit Agreement occurs and is continuing, the Agent may accelerate the amounts and terminate all commitments outstanding under the Revolving Credit Agreement.

Scheduled Repayment of our Direct Corporate Obligations

The scheduled repayment of our direct corporate obligations was as follows at December 31, 2018 (dollars in millions):

	
					
Year ending December 31,	 	 	
2019	$	100.0		(a)	
2020	325.0		 	
2021	—		 	
2022	—		 	
2023	—		 	
Thereafter	500.0		 	
 	$	925.0		 	
_________________________
		
(a)	The maturity date of the Revolving Credit Agreement is the earlier of October 13, 2022 and the date that is six months prior to the maturity date of the Company’s 4.50% senior notes due 2020, which is November 30, 2019.	

8. LITIGATION AND OTHER LEGAL PROCEEDINGS

Legal Proceedings

The Company and its subsidiaries are involved in various legal actions in the normal course of business, in which claims for compensatory and punitive damages are asserted, some for substantial amounts.  We recognize an estimated loss from these loss contingencies when we believe it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Some of the pending matters have been filed as purported class actions and some actions have been filed in certain jurisdictions that permit punitive damage awards that are disproportionate to the actual damages incurred.  The amounts sought in certain of these actions are often large or indeterminate and the ultimate outcome of certain actions is difficult to predict.  In

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the event of an adverse outcome in one or more of these matters, there is a possibility that the ultimate liability may be in excess of the liabilities we have established and could have a material adverse effect on our business, financial condition, results of operations and cash flows.  In addition, the resolution of pending or future litigation may involve modifications to the terms of outstanding insurance policies or could impact the timing and amount of rate increases, which could adversely affect the future profitability of the related insurance policies.  Based upon information presently available, and in light of legal, factual and other defenses available to the Company and its subsidiaries, the Company does not believe that it is probable that the ultimate liability from either pending or threatened legal actions, after consideration of existing loss provisions, will have a material adverse effect on the Company's consolidated financial condition, operating results or cash flows. However, given the inherent difficulty in predicting the outcome of legal proceedings, there exists the possibility that such legal actions could have a material adverse effect on the Company's consolidated financial condition, operating results or cash flows.

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

On September 29, 2016, Washington National and BCLIC commenced an arbitration proceeding seeking compensatory, consequential and punitive damages against BRe based upon BRe’s incurable material breaches of the long-term care reinsurance agreements, conversion, fraud, and breaches of fiduciary duties and the obligation to deal honestly and in good faith. BRe filed a counterclaim against Washington National and BCLIC in the arbitration alleging damages relating to the reinsurance agreements and their termination.  In addition, on September 29, 2016, a complaint was filed by BCLIC and Washington National in the United States District Court for the Southern District of New York, Bankers Conseco Life Insurance Company and Washington National Insurance Company v. Moshe M. Feuer, Scott Taylor and David Levy, Case No. 16-cv-7646, alleging, among other claims, fraud/fraudulent concealment, and violation of the Racketeer Influenced and Corrupt Organizations Act. These allegations relate to the long-term care reinsurance agreements between BRe and Washington National and BCLIC, respectively, and emanate from the undisclosed relationships between and among the defendants (who were the principal owners and officers of BRe) and Platinum Partners, LP and its affiliates ("Platinum"). On April 27, 2017, an amended complaint was filed adding Beechwood Capital Group, LLC as a defendant. On March 13, 2018, the District Court granted defendants' motion to compel arbitration of Washington National's and BCLIC's claims and the litigation is now stayed pending the outcome of the arbitration. Washington National and BCLIC intend to vigorously pursue their claims for damages and other remedies in the arbitration and the litigation described above.
By public notice dated July 26, 2017, the Cayman Islands Monetary Authority advised that, effective July 25, 2017, two individuals (the "Controllers") had been appointed pursuant to Section 24(2)(h) of the Cayman Islands Insurance Law to assume control of the affairs of BRe.  According to the public notice, effective with their appointment, the Controllers assumed immediate control of the affairs of BRe and have all the powers necessary to administer the affairs of BRe including power to terminate its insurance business.  The Controllers are responsible for assessing the financial position of BRe and submitting a report to the Cayman Islands Monetary Authority.  On August 10, 2018, the Cayman Islands Monetary Authority filed a public petition in the Grand Court of the Cayman Islands to officially wind up BRe, concluding that BRe was now of doubtful solvency.  On November 27, 2018, the Grand Court of the Cayman Islands granted the petition to officially wind up BRe and appointed the current Controllers of BRe to be its Joint Official Liquidators.

On December 19, 2018, Melanie Cyganowski, as Equity Receiver for Platinum Partners Credit Opportunities Master Fund, LP and other Platinum entities (the "PPCO Receiver") brought an action in the United States District Court for the Southern District of New York, Cyganowski v. Beechwood Re Ltd, et al. , Case No. 18-cv-12018, alleging, among other claims, fraud, aiding and abetting fraud, fraudulent transfer and violation of the Racketeer Influenced and Corrupt Organizations Act against numerous defendants, including BRe and many of its affiliates, CNO Financial Group, Inc., BCLIC, Washington National and 40|86 Advisors, Inc. The PPCO Receiver alleges that Platinum insiders conspired with BRe and its principals and

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affiliates in a massive fraudulent scheme to enrich the Platinum and BRe insiders to the detriment of Platinum investors and creditors. The PPCO Receiver alleges that CNO Financial Group, Inc., BCLIC, Washington National and 40|86 Advisors, Inc. have liability for the fraudulent scheme of the Platinum and BRe insiders under a theory that they turned a blind eye to the fraudulent scheme due to their desire to transfer unprofitable legacy portfolios of long-term care insurance via the reinsurance transactions with BRe. CNO Financial Group, Inc., BCLIC, Washington National and 40|86 Advisors, Inc. are vigorously contesting the PPCO Receiver’s claims.

Regulatory Examinations and Fines

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

In August 2011, we were notified of an examination to be done on behalf of a number of states for the purpose of determining compliance with unclaimed property laws by the Company and its subsidiaries.  Such examination has included inquiries related to the use of data available on the U.S. Social Security Administration's Death Master File ("SSADMF") to identify instances where benefits under life insurance policies, annuities and retained asset accounts are payable. We are continuing to provide information to the examiners in response to their requests. A total of 40 states and the District of Columbia participated in this examination. In November 2018, we entered into a Global Resolution Agreement for compliance with laws and regulations concerning the identification, reporting and escheatment of unclaimed contract benefits or abandoned funds. Under the terms of the Global Resolution Agreement, a third-party auditor acting on behalf of the signatory jurisdictions will compare expanded matching criteria to the SSADMF to identify deceased insureds and contract holders where a valid claim has not been made.

Guaranty Fund Assessments

The balance sheet at December 31, 2018 , included: (i) accruals of $10.6 million , representing our estimate of all known assessments that will be levied against the Company's insurance subsidiaries by various state guaranty associations based on premiums written through December 31, 2018 ; and (ii) receivables of $18.0 million that we estimate will be recovered through a reduction in future premium taxes as a result of such assessments. At December 31, 2017 , such guaranty fund assessment accruals were $14.1 million and such receivables were $20.0 million . These estimates are subject to change when the associations determine more precisely the losses that have occurred and how such losses will be allocated among the insurance companies. We recognized expense for such assessments of $2.3 million , $11.0 million and $2.8 million in 2018 , 2017 and 2016 , respectively.

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Guarantees

In accordance with the terms of the employment agreements of two of the Company's former chief executive officers, certain wholly-owned subsidiaries of the Company are the guarantors of the former executives' nonqualified supplemental retirement benefits. The liability for such benefits was $23.5 million and $24.2 million at December 31, 2018 and 2017 , respectively, and is included in the caption "Other liabilities" in the consolidated balance sheet.

Leases and Certain Other Long-Term Commitments

The Company rents office space, equipment and computer software under noncancellable operating lease agreements. In addition, the Company has entered into certain sponsorship agreements which require future payments. Total expense pursuant to these lease and sponsorship agreements was $67.0 million , $61.4 million and $56.8 million in 2018 , 2017 and 2016 , respectively. Future required minimum payments as of December 31, 2018 , were as follows (dollars in millions):

	
				
2019	$	22.2		
2020	18.7		
2021	14.3		
2022	11.0		
2023	8.7		
Thereafter	1.4		
Total	$	76.3		

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9. AGENT DEFERRED COMPENSATION PLAN

For our agent deferred compensation plan, it is our policy to immediately recognize changes in the actuarial benefit obligation resulting from either actual experience being different than expected or from changes in actuarial assumptions.

One of our insurance subsidiaries has a noncontributory, unfunded deferred compensation plan for qualifying members of its career agency force. Benefits are based on years of service and career earnings. In 2016, the agent deferred compensation plan was amended to: (i) freeze participation in the plan; (ii) freeze benefits accrued under the plan; and (iii) add a limited cashout feature. During the third quarter of 2016, we made lump sum settlement distributions to plan participants with account balances that were below a certain threshold consistent with the provision of the amended plan. We recognized a pre-tax gain of $6.1 million related to the settlement distributions in the third quarter of 2016.

The actuarial measurement date of this deferred compensation plan is December 31. The liability recognized in the consolidated balance sheet for the agent deferred compensation plan was $155.7 million and $168.2 million at December 31, 2018 and 2017 , respectively. Expenses incurred on this plan were $(5.2) million , $18.8 million and $8.1 million during 2018 , 2017 and 2016 , respectively (including the recognition of gains (losses) of $11.9 million , $(12.2) million and $3.1 million in 2018 , 2017 and 2016 , respectively, primarily resulting from: (i) changes in the discount rate assumption used to determine the deferred compensation plan liability to reflect current investment yields; (ii) changes in mortality table assumptions; and (iii) the aforementioned settlement distributions in 2016). We purchased COLI as an investment vehicle to fund the agent deferred compensation plan. The COLI assets are not assets of the agent 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. The carrying value of the COLI assets was $171.7 million and $182.3 million at December 31, 2018 and 2017 , respectively. Death benefits related to the COLI and changes in the cash surrender value (which approximates net realizable value) of the COLI assets are recorded as net investment income (loss) on special-purpose portfolios and totaled $(10.6) million , $24.6 million and $6.9 million in 2018 , 2017 and 2016 , respectively.

We used the following assumptions for the deferred compensation plan to calculate:

	
						
 	2018	 	2017	
Benefit obligations:	 	 	 	
Discount rate	4.25	%	 	3.75	%	
Net periodic cost:	 	 	 	
Discount rate	3.75	%	 	4.25	%	

The discount rate is based on the yield of a hypothetical portfolio of high quality debt instruments which could effectively settle plan benefits on a present value basis as of the measurement date.

The benefits expected to be paid pursuant to our agent deferred compensation plan as of December 31, 2018 were as follows (dollars in millions):

	
				
2019	$	7.5		
2020	7.8		
2021	8.0		
2022	8.3		
2023	8.6		
2024 - 2028	45.7		

One of our insurance subsidiaries has another unfunded nonqualified deferred compensation program for qualifying members of its career agency force. Such agents may defer a certain percentage of their net commissions into the program. In addition, annual Company contributions are made based on the agent's production and vest over a period of five to 10 years. The liability recognized in the consolidated balance sheet for this program was $28.4 million and $22.9 million at December 31, 2018 and 2017 , respectively. Company contribution expense totaled $5.5 million , $6.6 million and $4.4 million

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in 2018 , 2017 and 2016 , respectively. We purchased Trust-Owned Life Insurance ("TOLI") as an investment vehicle to fund the program. The TOLI assets are not assets of the program, and as a result, are accounted for outside the program and are recorded in the consolidated balance sheet as other invested assets. The carrying value of the TOLI assets was $22.9 million and $18.0 million at December 31, 2018 and 2017 , respectively.
 
The Company has a qualified defined contribution plan for which substantially all employees are eligible. Company contributions, which match a portion of certain voluntary employee contributions to the plan, totaled $5.8 million , $5.5 million and $5.3 million in 2018 , 2017 and 2016 , respectively. Employer matching contributions are discretionary.

10. DERIVATIVES

Our freestanding and embedded derivatives, which are not designated as hedging instruments, are held at fair value and are summarized as follows (dollars in millions):

	
									
 	 	Fair value	
 	 	2018	 	2017	
Assets:	 	 	 	 	
Other invested assets:	 	 	 	 	
Fixed index call options	 	$	26.6		 	$	170.2		
Reinsurance receivables	 	(6.5	)	 	(1.4	)	
Total assets	 	$	20.1		 	$	168.8		
Liabilities:	 	 	 	 	
Future policy benefits:	 	 	 	 	
Fixed index products	 	$	1,289.0		 	$	1,334.8		
Total liabilities	 	$	1,289.0		 	$	1,334.8		

The activity associated with freestanding derivative instruments is measured as either the notional or the number of contracts. The activity associated with the fixed index annuity embedded derivatives are shown by the number of policies. The following table represents activity associated with derivative instruments as of the dates indicated:

	
																			
 	 	Measurement	 	December 31, 2017	 	Additions	 	Maturities/terminations	 	December 31, 2018	
Fixed index annuities - embedded derivative	 	Policies	 	104,689		 	12,189		 	(8,048	)	 	108,830		
Fixed index call options	 	Notional (a)	 	$	3,005.8		 	$	3,043.2		 	$	(3,028.5	)	 	$	3,020.5		
_________________
(a) Dollars in millions.

We are required to establish an embedded derivative related to a modified coinsurance agreement pursuant to which we assume the risks of a block of health insurance business. The embedded derivative represents the mark-to-market adjustment for approximately $123 million in underlying investments held by the ceding reinsurer.

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The following table provides the pre-tax gains (losses) recognized in net income for derivative instruments, which are not designated as hedges for the periods indicated (dollars in millions):

	
													
 	 	2018	 	2017	 	2016	
Net investment income from policyholder and other special-purpose portfolios:	 	 	 	 	 	 	
Fixed index call options	 	$	(43.0	)	 	$	162.5		 	$	29.2		
Net realized gains (losses):	 	 	 	 	 	 	
Interest rate futures	 	—		 	—		 	(1.1	)	
Embedded derivative related to modified coinsurance agreement	 	(5.1	)	 	2.8		 	.8		
Total	 	(5.1	)	 	2.8		 	(.3	)	
Insurance policy benefits:	 	 	 	 	 	 	
Embedded derivative related to fixed index annuities	 	107.8		 	25.0		 	60.8		
Total	 	$	59.7		 	$	190.3		 	$	89.7		

Derivative Counterparty Risk

If the counterparties to the call options fail to meet their obligations, we may recognize a loss.  We limit our exposure to such a loss by diversifying among several counterparties believed to be strong and creditworthy.  At December 31, 2018 , all of our counterparties were rated "A-" or higher by S&P.

From time to time, we enter into exchange-traded interest rate future contracts. The contracts are marked to market and margined on a daily basis. The Company has minimal exposure to credit-related losses in the event of nonperformance.

The Company and its subsidiaries are parties to master netting arrangements with its counterparties related to entering into various derivative contracts. Exchange-traded derivatives require margin accounts which we offset.

The following table summarizes information related to derivatives with master netting arrangements or collateral as of December 31, 2018 and 2017 (dollars in millions):

	
																										
 	 	 	 	 	 	 	 	 	Gross amounts not offset in the balance sheet	 	 	
 	 	 	Gross amounts recognized	 	Gross amounts offset in the balance sheet	 	Net amounts of assets presented in the balance sheet	 	Financial instruments	 	Cash collateral received	 	Net amount	
December 31, 2018:	 	 	
 	Fixed index call options	 	$	26.6		 	$	—		 	$	26.6		 	$	—		 	$	—		 	$	26.6		
December 31, 2017:	 	 	 	 	 	 	 	 	 	 	 	 	
 	Fixed index call options	 	170.2		 	—		 	170.2		 	—		 	—		 	170.2		

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11. SHAREHOLDERS' EQUITY

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

									
 	2018	 	2017	 	2016	
Balance, beginning of year	166,858		 	173,754		 	184,029		
Treasury stock purchased and retired	(5,486	)	 	(7,808	)	 	(11,688	)	
Stock options exercised (a)	378		 	725		 	978		
Restricted and performance stock vested (b)	452		 	187		 	435		
Balance, end of year	162,202		 	166,858		 	173,754		
____________________
		
(a)	In 2018 , such amount was reduced by 69 thousand shares which were tendered to the Company for the payment of the exercise price and required federal and state tax withholdings.	
		
(b)	In 2018 , 2017 and 2016 , such amount was reduced by 242 thousand , 103 thousand and 191 thousand shares, respectively, which were tendered to the Company for the payment of required federal and state tax withholdings owed on the vesting of restricted and performance stock.	

In May 2011, the Company announced a securities repurchase program of up to $100.0 million . In February 2012, June 2012, December 2012, December 2013, November 2014, November 2015 and May 2017, the Company's Board of Directors approved, in aggregate, an additional $1,900.0 million to repurchase the Company's outstanding securities. In 2018 , 2017 and 2016 , we repurchased 5.5 million , 7.8 million and 11.7 million shares, respectively, for $100.9 million , $167.1 million and $203.0 million , respectively, under the securities repurchase program. The Company had remaining repurchase authority of $284.6 million as of December 31, 2018 .

In 2018 , 2017 and 2016 , dividends declared on common stock totaled $65.1 million ( $0.39 per common share), $59.6 million ( $0.35 per common share) and $54.8 million ( $0.31 per common share), respectively. In May 2018, the Company increased its quarterly common stock dividend to $0.10 per share from $0.09 per share. In May 2017, the Company increased its quarterly common stock dividend to $0.09 per share from $0.08 per share. In May 2016, the Company increased its quarterly common stock dividend to $0.08 per share from $0.07 per share.

The Company has a long-term incentive plan which permits the grant of CNO incentive or non-qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance shares or units and certain other equity-based awards to certain directors, officers and employees of the Company and certain other individuals who perform services for the Company. As of December 31, 2018 , 5.3 million shares remained available for issuance under the plan. Our stock option awards are generally granted with an exercise price equal to the market price of the Company's stock on the date of grant and a maximum term of ten years. Our stock option awards granted in 2007 through 2009 generally vested on a graded basis over a three year service term and expired five years from the date of grant. Our stock options granted in 2010 through 2014 generally vest on a graded basis over a three year service term and expire seven years from the date of grant. Our stock options granted in 2015 through 2018 generally vest on a graded basis over a three year service term and expire ten years from the date of grant. In 2018 , one grant of 1.6 million stock options vests on a graded basis over a five year service term and expires ten years from the date of grant. The vesting periods for our awards of restricted stock and restricted stock units (collectively "restricted stock") range from immediate vesting to a period of three years.

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Notes to Consolidated Financial Statements
___________________

A summary of the Company's stock option activity and related information for 2018 is presented below (shares in thousands; dollars in millions, except per share amounts):

	
													
 	Shares	 	Weighted average exercise price	 	Weighted average remaining life (in years)	 	Aggregate intrinsic value	
Outstanding at the beginning of the year	5,121		 	$	15.95		 	 	 	 	
Options granted	2,112		 	21.03		 	 	 	 	
Exercised	(447	)	 	(10.94	)	 	 	 	$	3.1		
Forfeited or terminated	(247	)	 	(20.29	)	 	 	 	 	
Outstanding at the end of the year	6,539		 	17.77		 	5.8	 	$	44.4		
Options exercisable at the end of the year	3,247		 	 	 	3.5	 	$	26.7		
Available for future grant	5,296		 	 	 	 	 	 	

A summary of the Company's stock option activity and related information for 2017 is presented below (shares in thousands; dollars in millions, except per share amounts):

	
													
 	Shares	 	Weighted average exercise price	 	Weighted average remaining life (in years)	 	Aggregate intrinsic value	
Outstanding at the beginning of the year	5,354		 	$	14.73		 	 	 	 	
Options granted	729		 	21.06		 	 	 	 	
Exercised	(237	)	 	(17.81	)	 	 	 	$	5.2		
Forfeited or terminated	(725	)	 	(11.43	)	 	 	 	 	
Outstanding at the end of the year	5,121		 	15.95		 	5.4	 	$	37.2		
Options exercisable at the end of the year	2,440		 	 	 	3.0	 	$	19.2		
Available for future grant	7,488		 	 	 	 	 	 	

A summary of the Company's stock option activity and related information for 2016 is presented below (shares in thousands; dollars in millions, except per share amounts):

	
													
 	Shares	 	Weighted average exercise price	 	Weighted average remaining life (in years)	 	Aggregate intrinsic value	
Outstanding at the beginning of the year	5,199		 	$	13.32		 	 	 	 	
Options granted	1,706		 	17.45		 	 	 	 	
Exercised	(978	)	 	(8.70	)	 	 	 	$	6.1		
Forfeited or terminated	(573	)	 	(20.41	)	 	 	 	 	
Outstanding at the end of the year	5,354		 	14.73		 	5.9	 	$	37.1		
Options exercisable at the end of the year	2,187		 	 	 	2.7	 	$	15.1		
Available for future grant	4,620		 	 	 	 	 	 	

We recognized compensation expense related to stock options totaling $5.6 million ( $4.5 million after income taxes) in 2018 , $6.3 million ( $4.1 million after income taxes) in 2017 and $12.2 million ( $7.9 million after income taxes) in 2016 . Compensation expense related to stock options reduced both basic and diluted earnings per share by three cent s in 2018 , two cent s in 2017 and four cent s in 2016 . At December 31, 2018 , the unrecognized compensation expense for non-vested stock options totaled $8.9 million which is expected to be recognized over a weighted average period of 3.5 years. Cash received by

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Notes to Consolidated Financial Statements
___________________

the Company from the exercise of stock options was $3.9 million , $8.3 million and $8.4 million during 2018 , 2017 and 2016 , respectively.

The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option valuation model with the following weighted average assumptions:

	
												
 	2018	 	2017	 	2016	
 	Grants	 	Grants	 	Grants	
Weighted average risk-free interest rates	2.9	%	 	2.2	%	 	1.4	%	
Weighted average dividend yields	1.9	%	 	1.5	%	 	1.6	%	
Volatility factors	27	%	 	32	%	 	36	%	
Weighted average expected life (in years)	6.4		 	6.3		 	6.3		
Weighted average fair value per share	$	5.49		 	$	6.20		 	$	5.48		

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The dividend yield is based on the Company's history and expectation of dividend payouts. Volatility factors are based on the weekly historical volatility of the Company's common stock equal to the expected life of the option. The expected life is based on the average of the graded vesting period and the contractual terms of the option.

The exercise price was equal to the market price of our stock on the date of grant for all options granted in 2018 , 2017 and 2016 .

The following table summarizes information about stock options outstanding at December 31, 2018 (shares in thousands):

	
																	
	 	 	 	Options outstanding	 	Options exercisable	
Range of exercise prices	 	Number outstanding	 	Remaining life (in years)	 	Average exercise price	 	Number exercisable	 	Average exercise price	
$6.77 - $7.51	 	339		 	0.2	 	$	7.50		 	339		 	$	7.50		
$10.88 - $16.22	 	635		 	1.2	 	10.99		 	634		 	10.98		
$16.42 - $21.57	 	5,565		 	6.7	 	19.17		 	2,274		 	17.54		
	 	6,539		 	 	 	 	 	3,247		 	 	

During 2018 , 2017 and 2016 , the Company granted restricted stock of .4 million , .3 million and .4 million , respectively, to certain directors, officers and employees of the Company at a weighted average fair value of $22.36 per share, $20.87 per share and $18.17 per share, respectively. The fair value of such grants totaled $9.7 million , $6.9 million and $7.3 million in 2018 , 2017 and 2016 , respectively. Such amounts are recognized as compensation expense over the vesting period of the restricted stock. A summary of the Company's non-vested restricted stock activity for 2018 is presented below (shares in thousands):

	
							
 	Shares	 	Weighted average grant date fair value	
Non-vested shares, beginning of year	535		 	$	19.65		
Granted	434		 	22.36		
Vested	(216	)	 	(19.28	)	
Forfeited	(18	)	 	(21.56	)	
Non-vested shares, end of year	735		 	21.31		

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Notes to Consolidated Financial Statements
___________________

At December 31, 2018 , the unrecognized compensation expense for non-vested restricted stock totaled $7.7 million which is expected to be recognized over a weighted average period of 2.0 years. At December 31, 2017 , the unrecognized compensation expense for non-vested restricted stock totaled $5.5 million . We recognized compensation expense related to restricted stock awards totaling $7.1 million , $6.1 million and $3.1 million in 2018 , 2017 and 2016 , respectively. The fair value of restricted stock that vested during 2018 , 2017 and 2016 was $4.2 million , $2.7 million and $2.1 million , respectively.

Effective January 1, 2017, the Company adopted new authoritative guidance related to several aspects of the accounting for share-based payment transactions, including the accounting policy for forfeiture rate assumptions. Under the new guidance, we elected to account for forfeitures as they occur. The impact of adoption of this provision of the guidance increased additional paid-in capital by $.9 million , decreased retained earnings by $.6 million and increased income tax assets by $.3 million . Prior to 2017, authoritative guidance required us to estimate the amount of unvested stock-based awards that would be forfeited in future periods and reduce the amount of compensation expense recognized over the applicable service period to reflect such estimate.

In 2018 , 2017 and 2016 the Company granted performance units totaling 319,920 , 452,900 and 507,976 , respectively, pursuant to its long-term incentive plan to certain officers of the Company. The criteria for payment for such awards are based on certain company-wide performance levels that must be achieved within a specified performance time (generally three years ), each as defined in the award. The performance units granted in 2018, 2017 and 2016 provide for a payout of up to 200 percent of the award if certain performance thresholds are achieved. Unless antidilutive, the diluted weighted average shares outstanding would reflect the number of performance units expected to be issued, using the treasury stock method.

A summary of the Company's performance units is presented below (shares in thousands):

	
						
 	Total shareholder return awards	 	Operating return on equity awards	
Awards outstanding at December 31, 2015	549		 	549		
Granted in 2016	254		 	254		
Additional shares issued pursuant to achieving certain performance criteria (a)	87		 	65		
Shares vested in 2016	(261	)	 	(239	)	
Forfeited	(59	)	 	(59	)	
Awards outstanding at December 31, 2016	570		 	570		
Granted in 2017	226		 	226		
Additional shares issued pursuant to achieving certain performance criteria (a)	—		 	30		
Shares vested in 2017	—		 	(144	)	
Forfeited	(167	)	 	(53	)	
Awards outstanding at December 31, 2017	629		 	629		
Granted in 2018	160		 	160		
Additional shares issued pursuant to achieving certain performance criteria (a)	—		 	123		
Shares vested in 2018	(160	)	 	(318	)	
Forfeited	(61	)	 	(26	)	
Awards outstanding at December 31, 2018	568		 	568		

_________________________
(a) The performance units that vested in 2016 , 2017 and 2018 provided for a payout of up to 150 percent, 150 percent and 200 percent, respectively, of the award if certain performance levels were achieved.

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Notes to Consolidated Financial Statements
___________________

The grant date fair value of the performance units awarded was $8.1 million and $11.2 million in 2018 and 2017 , respectively. We recognized compensation expense of $12.0 million , $9.0 million and $7.7 million in 2018 , 2017 and 2016 , respectively, related to the performance units.

As further discussed in the footnote to the consolidated financial statements entitled "Income Taxes", the Company's Board of Directors adopted the Section 382 Rights Agreement in 2009 and has amended and extended the Section 382 Rights Agreement on three occasions. The Section 382 Rights Agreement, as amended, is designed to protect shareholder value by preserving the value of our tax assets primarily associated with NOLs. At the time the Section 382 Rights Agreement was adopted, the Company declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock. The dividend was payable on January 30, 2009, to the shareholders of record as of the close of business on that date and a Right is also attached to each share of CNO common stock issued after that date. Pursuant to the Section 382 Rights Agreement, as amended, each Right entitles the shareholder to purchase from the Company one one-thousandth of a share of Series D Junior Participating Preferred Stock, par value $.01 per share (the "Junior Preferred Stock") of the Company at a price of $90.00 per one one-thousandth of a share of Junior Preferred Stock. The description and terms of the Rights are set forth in the Section 382 Rights Agreement, as amended. The Rights would become exercisable in the event any person or group (subject to certain exemptions) becomes an owner of more than 4.99 percent of the outstanding stock of CNO (a "Threshold Holder") without the approval of the Board of Directors or an existing shareholder who is currently a Threshold Holder acquires additional shares exceeding one percent of our outstanding shares without prior approval from the Board of Directors.

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):

	
												
 	2018	 	2017	 	2016	
Net income (loss) for diluted earnings per share	$	(315.0	)	 	$	175.6		 	$	358.2		
Shares:	 		 	 		 	 	
Weighted average shares outstanding for basic earnings per share	165,457		 	170,025		 	176,638		
Effect of dilutive securities on weighted average shares:	 		 	 	 	 	
Stock options, restricted stock and performance units	—		 	2,119		 	1,685		
Weighted average shares outstanding for diluted earnings per share	165,457		 	172,144		 	178,323		

In 2018 , equivalent common shares of 2,104,000 (related to stock options, restricted stock and performance units) were not included in the diluted weighted average shares outstanding, because their inclusion would have been antidilutive due to the net loss recognized by the Company in such period.

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

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Notes to Consolidated Financial Statements
___________________

12. OTHER OPERATING STATEMENT DATA

Insurance policy income consisted of the following (dollars in millions):

	
												
 	2018	 	2017	 	2016	
Direct premiums collected	$	4,150.3		 	$	4,013.4		 	$	3,942.7		
Reinsurance assumed	27.8		 	30.2		 	33.8		
Reinsurance ceded	(156.2	)	 	(114.4	)	 	(132.9	)	
Premiums collected, net of reinsurance	4,021.9		 	3,929.2		 	3,843.6		
Change in unearned premiums	6.5		 	19.0		 	6.2		
Less premiums on interest-sensitive life and products without mortality and morbidity risk which are recorded as additions to insurance liabilities	(1,588.5	)	 	(1,445.9	)	 	(1,386.7	)	
Premiums on traditional products with mortality or morbidity risk	2,439.9		 	2,502.3		 	2,463.1		
Fees and surrender charges on interest-sensitive products	153.2		 	145.0		 	138.0		
Insurance policy income	$	2,593.1		 	$	2,647.3		 	$	2,601.1		

The four states with the largest shares of 2018 collected premiums were Florida ( 10 percent ), Pennsylvania ( 6 percent ), Texas ( 5 percent ) and Iowa ( 5 percent ). No other state accounted for more than five percent of total collected premiums.

Other operating costs and expenses were as follows (dollars in millions):

	
												
 	2018	 	2017	 	2016	
Commission expense	$	122.8		 	$	115.6		 	$	110.5		
Salaries and wages	233.2		 	237.3		 	231.0		
Other	458.2		 	488.6		 	454.8		
Total other operating costs and expenses	$	814.2		 	$	841.5		 	$	796.3		

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

	
												
 	2018	 	2017	 	2016	
Balance, beginning of year	$	359.6		 	$	401.8		 	$	449.0		
Amortization	(45.1	)	 	(54.4	)	 	(62.2	)	
Effect of reinsurance transaction	(60.4	)	 	—		 	—		
Amounts related to changes in unrealized investment gains (losses) on fixed maturities, available for sale	89.5		 	12.2		 	15.0		
Balance, end of year	$	343.6		 	$	359.6		 	$	401.8		

Based on current conditions and assumptions as to future events on all policies inforce, the Company expects to amortize approximately 10 percent of the December 31, 2018 balance of the present value of future profits in 2019 , 9 percent in 2020 , 8 percent in 2021 , 8 percent in 2022 and 7 percent in 2023 . The discount rate used to determine the amortization of the present value of future profits averaged approximately 5 percent in the years ended December 31, 2018 , 2017 and 2016 .

In accordance with authoritative guidance, we are required to amortize the present value of future profits in relation to estimated gross profits for interest-sensitive life products and annuity products. Such guidance also requires that estimates of expected gross profits used as a basis for amortization be evaluated regularly, and that the total amortization recorded to date be adjusted by a charge or credit to the statement of operations, if actual experience or other evidence suggests that earlier estimates should be revised.

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Notes to Consolidated Financial Statements
___________________

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

	
												
 	2018	 	2017	 	2016	
Balance, beginning of year	$	1,026.8		 	$	1,044.7		 	$	1,083.3		
Additions	261.8		 	236.1		 	242.7		
Amortization	(219.2	)	 	(184.9	)	 	(191.1	)	
Effect of reinsurance transaction	(1.2	)	 	—		 	—		
Amounts related to changes in unrealized investment gains (losses) on fixed maturities, available for sale	254.3		 	(69.1	)	 	(90.2	)	
Balance, end of year	$	1,322.5		 	$	1,026.8		 	$	1,044.7		

13. 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):

	
												
 	2018	 	2017	 	2016	
Cash flows from operating activities:	 	 	 	 	 	
Net income (loss)	$	(315.0	)	 	$	175.6		 	$	358.2		
Adjustments to reconcile net income to net cash from operating activities:	 	 	 		 	 	
Amortization and depreciation	292.2		 	265.4		 	275.0		
Income taxes	18.4		 	227.5		 	(11.7	)	
Insurance liabilities	207.8		 	464.7		 	332.8		
Accrual and amortization of investment income	14.9		 	(294.9	)	 	(111.3	)	
Deferral of policy acquisition costs	(261.7	)	 	(236.1	)	 	(242.7	)	
Net realized investment (gains) losses	11.3		 	(50.3	)	 	(8.3	)	
Net realized gains on the transfer of assets related to reinsurance transaction	(363.4	)	 	—		 	—		
Loss related to reinsurance transactions	1,067.6		 	—		 	75.4		
Payment to reinsurer pursuant to long-term care business reinsured	(365.0	)	 	—		 	—		
Cash and cash equivalents received upon recapture of reinsurance	—		 	—		 	73.6		
Loss on extinguishment of borrowings related to variable interest entities	3.8		 	9.5		 	—		
Other	6.9		 	71.9		 	34.7		
Net cash from operating activities	$	317.8		 	$	633.3		 	$	775.7		

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Notes to Consolidated Financial Statements
___________________

The following summarizes the impact of the reinsurance transaction completed on September 27, 2018 (dollars in millions):

	
					
Investments transferred	$	(3,582.1	)	(a)	
Cash paid to reinsurer	(365.0	)	 	
Accrued interest on investments transferred	(51.6	)	 	
Present value of future profits and deferred acquisition costs written-off	(61.6	)	 	
Reinsurance receivables	2,818.0		 	
Transaction expenses and other	(14.6	)	 	
Release of future loss reserve	189.3		 	
Subtotal	(1,067.6	)	 	
Realized gains on investments transferred	363.4		 	
Pre-tax loss related to reinsurance transaction	$	(704.2	)	 	
______________
		
(a)	Such non-cash amounts are not included in the consolidated statement of cash flows.	

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

	
												
 	2018	 	2017	 	2016	
Stock options, restricted stock and performance units	$	24.7		 	$	21.4		 	$	23.0		
Market value of investments recaptured in connection with the termination of reinsurance agreements with BRe	—		 	—		 	431.1		

14. STATUTORY INFORMATION (BASED ON NON-GAAP MEASURES)

Statutory accounting practices prescribed or permitted by regulatory authorities for the Company's insurance subsidiaries differ from GAAP. The Company's insurance subsidiaries reported the following amounts to regulatory agencies, after appropriate elimination of intercompany accounts among such subsidiaries (dollars in millions):

	
								
 	2018	 	2017	
Statutory capital and surplus	$	1,652.8		 	$	1,904.4		
Asset valuation reserve	233.3		 	246.8		
Interest maintenance reserve	425.0		 	487.0		
Total	$	2,311.1		 	$	2,638.2		

Statutory capital and surplus included investments in upstream affiliates of $42.6 million at both December 31, 2018 and 2017 , which were eliminated in the consolidated financial statements prepared in accordance with GAAP.

Statutory earnings build the capital required by ratings agencies and regulators. Statutory earnings, fees and interest paid by the insurance companies to the parent company create the "cash flow capacity" the parent company needs to meet its obligations, including debt service. The consolidated statutory net income (loss) (a non-GAAP measure) of our insurance subsidiaries was $(293.3) million (including approximately $541 million loss related to a reinsurance transaction), $352.3 million and $256.6 million (including approximately $110 million loss on the recapture of long-term care business) in 2018 , 2017 and 2016 , respectively. Included in such net income were net realized capital gains (losses), net of income taxes, of $43.8 million , $(9.9) million and $(29.7) million in 2018 , 2017 and 2016 , respectively. In addition, such net income included pre-tax amounts for fees and interest paid to CNO or its non-life subsidiaries totaling $159.2 million , $158.3 million and $153.9 million in 2018 , 2017 and 2016 , respectively.

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Notes to Consolidated Financial Statements
___________________

Insurance regulators may prohibit the payment of dividends or other payments by our insurance subsidiaries to parent companies if they determine that such payment could be adverse to our policyholders or contract holders. Otherwise, the ability of our insurance subsidiaries to pay dividends is subject to state insurance department regulations. Insurance regulations generally permit dividends to be paid from statutory earned surplus of the insurance company without regulatory approval for any 12-month period in amounts equal to the greater of (or in some states, the lesser of): (i) statutory net gain from operations or statutory net income for the prior year; or (ii) 10 percent of statutory capital and surplus as of the end of the preceding year. However, as each of the immediate insurance subsidiaries of CDOC, Inc. ("CDOC", our wholly owned subsidiary and the immediate parent of Washington National and Conseco Life Insurance Company of Texas) has negative earned surplus, any dividend payments from the insurance subsidiaries to CNO requires the prior approval of the director or commissioner of the applicable state insurance department. During 2018 , our insurance subsidiaries paid dividends of $213.9 million to CDOC. CDOC made a capital contribution of $265.0 million to its insurance subsidiaries in 2018 .

The payment of interest on surplus debentures requires either prior written notice or approval of the director or commissioner of the applicable state insurance department. Dividends and other payments from our non-insurance subsidiaries to CNO or CDOC do not require approval by any regulatory authority or other third party.

In accordance with an order from the Florida Office of Insurance Regulation, Washington National may not distribute funds to any affiliate or shareholder, except pursuant to agreements that have been approved, without prior notice to the Florida Office of Insurance Regulation. In addition, the risk-based capital ("RBC") and other capital requirements described below can also limit, in certain circumstances, the ability of our insurance subsidiaries to pay dividends.

RBC requirements provide a tool for insurance regulators to determine the levels of statutory capital and surplus an insurer must maintain in relation to its insurance and investment risks and the need for possible regulatory attention. The RBC requirements provide four levels of regulatory attention, varying with the ratio of the insurance company's total adjusted capital (defined as the total of its statutory capital and surplus, asset valuation reserve and certain other adjustments) to its RBC (as measured on December 31 of each year) as follows: (i) if a company's total adjusted capital is less than 100 percent but greater than or equal to 75 percent of its RBC, the company must submit a comprehensive plan to the regulatory authority proposing corrective actions aimed at improving its capital position (the "Company Action Level"); (ii) if a company's total adjusted capital is less than 75 percent but greater than or equal to 50 percent of its RBC, the regulatory authority will perform a special examination of the company and issue an order specifying the corrective actions that must be taken; (iii) if a company's total adjusted capital is less than 50 percent but greater than or equal to 35 percent of its RBC, the regulatory authority may take any action it deems necessary, including placing the company under regulatory control; and (iv) if a company's total adjusted capital is less than 35 percent of its RBC, the regulatory authority must place the company under its control. In addition, the RBC requirements provide for a trend test if a company's total adjusted capital is between 100 percent and 150 percent of its RBC at the end of the year. The trend test calculates the greater of the decrease in the margin of total adjusted capital over RBC: (i) between the current year and the prior year; and (ii) for the average of the last 3 years. It assumes that such decrease could occur again in the coming year. Any company whose trended total adjusted capital is less than 95 percent of its RBC would trigger a requirement to submit a comprehensive plan as described above for the Company Action Level. The 2018 statutory annual statements of each of our insurance subsidiaries reflect total adjusted capital in excess of the levels that would subject our subsidiaries to any regulatory action.

In addition, although we are under no obligation to do so, we may elect to contribute additional capital or retain greater amounts of capital to strengthen the surplus of certain insurance subsidiaries. Any election to contribute or retain additional capital could impact the amounts our insurance subsidiaries pay as dividends to the holding company. The ability of our insurance subsidiaries to pay dividends is also impacted by various criteria established by rating agencies to maintain or receive higher ratings and by the capital levels that we target for our insurance subsidiaries.

At December 31, 2018 , the consolidated RBC ratio of our insurance subsidiaries exceeded the minimum RBC requirement included in our Revolving Credit Agreement. See the note to the consolidated financial statements entitled "Notes Payable - Direct Corporate Obligations" for further discussion of various financial ratios and balances we are required to maintain. We calculate the consolidated RBC ratio by assuming all of the assets, liabilities, capital and surplus and other aspects of the business of our insurance subsidiaries are combined together in one insurance subsidiary, with appropriate intercompany eliminations.

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Notes to Consolidated Financial Statements
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15. BUSINESS SEGMENTS

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; long-term care in run-off; and corporate operations, comprised of holding company activities and certain noninsurance company businesses. On September 27, 2018, the Company completed a long-term care reinsurance transaction pursuant to which its wholly-owned subsidiary, Bankers Life, entered into an agreement to cede all of its legacy (prior to 2003) comprehensive and nursing home long-term care policies (with statutory reserves of $2.7 billion ) through 100% indemnity coinsurance, as further described in the note to the consolidated financial statements entitled "Summary of Significant Accounting Policies - Reinsurance". In anticipation of the reinsurance agreement, the Company reorganized its business segments to move the block to be ceded from the "Bankers Life segment" to the "Long-term care in run-off segment" in the third quarter of 2018. 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 the loss related to reinsurance transactions, net realized investment gains (losses), fair value changes in embedded derivative liabilities (net of related amortization), fair value changes and amendment in the agent deferred compensation plan, income taxes and other non-operating items consisting primarily of earnings attributable to VIEs ("pre-tax operating earnings") because we believe that this performance measure is a better indicator of the ongoing business and trends in our business.  Our primary investment focus is on investment income to support our liabilities for insurance products as opposed to the generation of net realized investment gains (losses), and a long-term focus is necessary to maintain profitability over the life of the business.

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

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Notes to Consolidated Financial Statements
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Operating information by segment was as follows (dollars in millions):

	
												
 	2018	 	2017	 	2016	
Revenues:	 	 	 	 	 	
Bankers Life:	 	 	 	 	 	
Insurance policy income:	 	 	 	 	 	
Annuities	$	18.5		 	$	20.3		 	$	22.0		
Health	1,023.3		 	1,038.2		 	1,035.2		
Life	416.7		 	415.2		 	393.0		
Net investment income (a)	762.9		 	918.2		 	751.5		
Fee revenue and other income (a)	51.9		 	44.1		 	34.4		
Total Bankers Life revenues	2,273.3		 	2,436.0		 	2,236.1		
Washington National:	 		 	 		 	 	
Insurance policy income:	 		 	 		 	 	
Annuities	1.4		 	2.1		 	2.9		
Health	658.9		 	642.9		 	627.9		
Life	27.3		 	26.4		 	25.0		
Net investment income (a)	259.8		 	270.2		 	259.3		
Fee revenue and other income (a)	.9		 	1.0		 	1.3		
Total Washington National revenues	948.3		 	942.6		 	916.4		
Colonial Penn:	 		 	 		 	 	
Insurance policy income:	 		 	 		 	 	
Health	1.7		 	2.1		 	2.6		
Life	296.9		 	289.7		 	278.8		
Net investment income (a)	44.6		 	44.4		 	44.2		
Fee revenue and other income (a)	1.8		 	1.3		 	1.1		
Total Colonial Penn revenues	345.0		 	337.5		 	326.7		
Long-term care in run-off:	 		 	 		 	 	
Insurance policy income - health	148.4		 	210.4		 	213.7		
Net investment income (a)	172.7		 	223.7		 	194.7		
Total Long-term care in run-off revenues	321.1		 	434.1		 	408.4		
Corporate operations:	 		 	 		 	 	
Net investment income	(5.6	)	 	35.5		 	16.6		
Fee revenue and other income	6.7		 	8.5		 	10.0		
Total corporate revenues	1.1		 	44.0		 	26.6		
Total revenues	$	3,888.8		 	$	4,194.2		 	$	3,914.2		

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(continued from previous page)

												
 	2018	 	2017	 	2016	
Expenses:	 	 	 	 	 	
Bankers Life:	 	 	 	 	 	
Insurance policy benefits	$	1,311.9		 	$	1,474.9		 	$	1,283.2		
Amortization	171.3		 	153.3		 	163.9		
Interest expense on investment borrowings	29.7		 	19.8		 	13.2		
Other operating costs and expenses	419.8		 	420.5		 	400.2		
Total Bankers Life expenses	1,932.7		 	2,068.5		 	1,860.5		
Washington National:	 		 	 		 	 	
Insurance policy benefits	556.5		 	581.1		 	561.7		
Amortization	55.8		 	58.8		 	59.1		
Interest expense on investment borrowings	10.8		 	6.3		 	3.7		
Other operating costs and expenses	203.3		 	198.1		 	189.0		
Total Washington National expenses	826.4		 	844.3		 	813.5		
Colonial Penn:	 		 	 		 	 	
Insurance policy benefits	207.2		 	199.6		 	201.9		
Amortization	17.8		 	16.3		 	15.3		
Interest expense on investment borrowings	1.4		 	.9		 	.6		
Other operating costs and expenses	103.8		 	98.1		 	107.2		
Total Colonial Penn expenses	330.2		 	314.9		 	325.0		
Long-term care in run-off:	 		 	 		 	 	
Insurance policy benefits	271.3		 	344.2		 	355.0		
Amortization	7.0		 	10.3		 	12.6		
Other operating costs and expenses	19.9		 	26.5		 	22.4		
Total Long-term care in run-off expenses	298.2		 	381.0		 	390.0		
Corporate operations:	 		 	 		 	 	
Interest expense on corporate debt	48.0		 	46.5		 	45.8		
Other operating costs and expenses	72.1		 	84.3		 	69.1		
Total corporate expenses	120.1		 	130.8		 	114.9		
Total expenses	3,507.6		 	3,739.5		 	3,503.9		
Pre-tax operating earnings by segment:	 		 	 		 	 	
Bankers Life	340.6		 	367.5		 	375.6		
Washington National	121.9		 	98.3		 	102.9		
Colonial Penn	14.8		 	22.6		 	1.7		
Long-term care in run-off	22.9		 	53.1		 	18.4		
Corporate operations	(119.0	)	 	(86.8	)	 	(88.3	)	
Pre-tax operating earnings	$	381.2		 	$	454.7		 	$	410.3		
___________________
		
(a)	It is not practicable to provide additional components of revenue by product or services.	

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Notes to Consolidated Financial Statements
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A reconciliation of segment revenues and expenses to consolidated revenues and expenses and net income is as follows (dollars in millions):

	
												
 	2018	 	2017	 	2016	
Total segment revenues                                                                                            	$	3,888.8		 	$	4,194.2		 	$	3,914.2		
Net realized investment gains (losses)                	(11.3	)	 	50.3		 	8.3		
Net realized gains on the transfer of assets related to reinsurance transaction	363.4		 	—		 	—		
Revenues related to earnings attributable to VIEs	67.4		 	52.7		 	52.6		
Fee revenue related to transition and support services agreements	5.2		 	—		 	10.0		
Consolidated revenues                                                                                       	4,313.5		 	4,297.2		 	3,985.1		
 	 	 	 	 	 	
Total segment expenses                                                                                            	3,507.6		 	3,739.5		 	3,503.9		
Insurance policy benefits - fair value changes in embedded derivative liabilities	(68.3	)	 	2.9		 	(11.3	)	
Amortization related to fair value changes in embedded derivative liabilities	12.8		 	(.4	)	 	1.7		
Amortization related to net realized investment gains (losses)	(.4	)	 	1.0		 	.7		
Expenses attributable to VIEs	65.8		 	61.5		 	54.6		
Fair value changes and amendment related to agent deferred compensation plan	(11.9	)	 	12.2		 	(3.1	)	
Loss related to reinsurance transactions	1,067.6		 	—		 	75.4		
Expenses related to transition and support services agreements	5.1		 	—		 	10.0		
Consolidated expenses                                                                                       	4,578.3		 	3,816.7		 	3,631.9		
Income (loss) before tax	(264.8	)	 	480.5		 	353.2		
Income tax expense (benefit):	 	 	 	 	 	
Tax expense (benefit) on period income (loss)	(57.6	)	 	162.8		 	127.8		
Valuation allowance for deferred tax assets and other tax items	107.8		 	142.1		 	(132.8	)	
Net income (loss)	$	(315.0	)	 	$	175.6		 	$	358.2		

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Notes to Consolidated Financial Statements
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Segment balance sheet information was as follows (dollars in millions):

	
								
 	2018	 	2017	
Assets:	 	 	 	
Bankers Life	$	17,457.0		 	$	17,474.5		
Washington National	7,385.0		 	7,674.3		
Colonial Penn	1,031.3		 	1,059.3		
Long-term care in run-off	3,419.9		 	4,353.3		
Corporate operations	2,146.6		 	2,548.9		
Total assets	$	31,439.8		 	$	33,110.3		
Liabilities:	 	 	 	
Bankers Life	$	15,262.0		 	$	14,747.6		
Washington National	6,079.2		 	6,101.5		
Colonial Penn	940.0		 	921.0		
Long-term care in run-off	3,348.8		 	3,864.4		
Corporate operations	2,438.9		 	2,628.3		
Total liabilities	$	28,068.9		 	$	28,262.8		

The following table presents selected financial information of our segments (dollars in millions):

	
												
Segment	Present value of future profits	 	Deferred acquisition costs	 	Insurance liabilities	
2018	 	 	 	 	 	
Bankers Life	$	86.5		 	$	863.2		 	$	13,714.6		
Washington National	226.9		 	342.7		 	5,556.1		
Colonial Penn	30.2		 	116.6		 	845.7		
Long-term care in run-off	—		 	—		 	3,340.3		
Total	$	343.6		 	$	1,322.5		 	$	23,456.7		
2017	 	 	 	 	 	
Bankers Life	$	81.1		 	$	606.5		 	$	13,257.2		
Washington National	243.7		 	310.8		 	5,590.7		
Colonial Penn	34.8		 	109.5		 	834.4		
Long-term care in run-off	—		 	—		 	3,856.7		
Total	$	359.6		 	$	1,026.8		 	$	23,539.0		

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Notes to Consolidated Financial Statements
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16. QUARTERLY FINANCIAL DATA (UNAUDITED)

We compute earnings per common share for each quarter independently of earnings per share for the year. The sum of the quarterly earnings per share may not equal the earnings per share for the year because of: (i) transactions affecting the weighted average number of shares outstanding in each quarter; and (ii) the uneven distribution of earnings during the year. Quarterly financial data (unaudited) were as follows (dollars in millions, except per share data):

	
																
2018	1st Qtr.	 	2nd Qtr.	 	3rd Qtr.	 	4th Qtr.	
Revenues	$	1,007.8		 	$	1,046.3		 	$	1,481.2		 	$	778.2		
Income (loss) before income taxes	$	108.1		 	$	129.8		 	$	(539.8	)	 	$	37.1		
Income tax expense (benefit)	23.8		 	27.6		 	(10.0	)	 	8.8		
Net income (loss)	$	84.3		 	$	102.2		 	$	(529.8	)	 	$	28.3		
Earnings per common share:	 	 	 	 	 	 	 	
Basic:	 	 	 	 	 	 	 	
Net income (loss)	$	.50		 	$	.62		 	$	(3.22	)	 	$	.17		
Diluted:	 	 	 	 	 	 	 	
Net income (loss)	$	.50		 	$	.61		 	$	(3.22	)	 	$	.17		
 	 	 	 	 	 	 	 	
2017	1st Qtr.	 	2nd Qtr.	 	3rd Qtr.	 	4th Qtr. (a)	
Revenues	$	1,070.7		 	$	1,057.1		 	$	1,079.3		 	$	1,090.1		
Income before income taxes	$	96.7		 	$	128.5		 	$	129.9		 	$	125.4		
Income tax expense	34.4		 	45.1		 	29.1		 	196.3		
Net income (loss)	$	62.3		 	$	83.4		 	$	100.8		 	$	(70.9	)	
Earnings per common share:	 	 	 	 	 	 	 	
Basic:	 	 	 	 	 	 	 	
Net income (loss)	$	.36		 	$	.49		 	$	.60		 	$	(.42	)	
Diluted:	 	 	 	 	 	 	 	
Net income (loss)	$	.36		 	$	.48		 	$	.59		 	$	(.42	)	
___________________
		
(a)	In the fourth quarter of 2017, our net loss reflected the unfavorable impact of $172.5 million related to the Tax Reform Act which was enacted in December 2017.	

17. INVESTMENTS IN VARIABLE INTEREST ENTITIES

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

All of the VIEs are collateralized loan trusts that were established to issue securities to finance the purchase of corporate loans and other permitted investments.  The assets held by the trusts are legally isolated and not available to the Company.  The liabilities of the VIEs are expected to be satisfied from the cash flows generated by the underlying loans held by the trusts, not from the assets of the Company.  During 2017 and 2016, VIEs that were required to be consolidated were dissolved. We recognized losses of $4.3 million and $7.3 million during 2017 and 2016 , respectively, representing the difference between the borrowings of such VIEs and the contractual distributions required following the liquidation of the underlying assets. The scheduled repayment of the remaining principal balance of the borrowings related to the VIEs are as follows: $3.6 million in 2019; $2.1 million in 2020; $27.6 million in 2021; $99.7 million in 2022; $340.5 million in 2023; $314.1 million in 2024; $183.3 million in 2025; $120.1 million in 2026; $63.4 million in 2027; $268.7 million in 2028; and $7.0 million in 2030. The Company has no financial obligation to the VIEs beyond its investment in each VIE.

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

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

												
 	December 31, 2018	
 	VIEs	 	Eliminations	 	Net effect on
consolidated
balance sheet	
Assets:	 	 	 	 	 	
Investments held by variable interest entities	$	1,468.4		 	$	—		 	$	1,468.4		
Notes receivable of VIEs held by subsidiaries	—		 	(142.8	)	 	(142.8	)	
Cash and cash equivalents held by variable interest entities	62.4		 	—		 	62.4		
Accrued investment income	2.3		 	—		 	2.3		
Income tax assets, net	15.3		 	—		 	15.3		
Other assets	5.3		 	(2.6	)	 	2.7		
Total assets	$	1,553.7		 	$	(145.4	)	 	$	1,408.3		
Liabilities:	 		 	 		 	 		
Other liabilities	$	53.9		 	$	(5.3	)	 	$	48.6		
Borrowings related to variable interest entities	1,417.2		 	—		 	1,417.2		
Notes payable of VIEs held by subsidiaries	155.2		 	(155.2	)	 	—		
Total liabilities	$	1,626.3		 	$	(160.5	)	 	$	1,465.8		

	
												
 	December 31, 2017	
 	VIEs	 	Eliminations	 	Net effect on
consolidated
balance sheet	
Assets:	 	 	 	 	 	
Investments held by variable interest entities	$	1,526.9		 	$	—		 	$	1,526.9		
Notes receivable of VIEs held by insurance subsidiaries	—		 	(155.5	)	 	(155.5	)	
Cash and cash equivalents held by variable interest entities	178.9		 	—		 	178.9		
Accrued investment income	2.6		 	(.1	)	 	2.5		
Income tax assets, net	.7		 	—		 	.7		
Other assets	10.0		 	(1.5	)	 	8.5		
Total assets	$	1,719.1		 	$	(157.1	)	 	$	1,562.0		
Liabilities:	 		 	 		 	 		
Other liabilities	$	158.3		 	$	(4.4	)	 	$	153.9		
Borrowings related to variable interest entities	1,410.7		 	—		 	1,410.7		
Notes payable of VIEs held by insurance subsidiaries	167.6		 	(167.6	)	 	—		
Total liabilities	$	1,736.6		 	$	(172.0	)	 	$	1,564.6		

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Notes to Consolidated Financial Statements
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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):

	
												
 	2018	 	2017	 	2016	
Revenues:	 	 	 	 	 	
Net investment income – policyholder and other special-purpose portfolios	$	81.5		 	$	69.8		 	$	78.9		
Fee revenue and other income	7.6		 	5.9		 	6.4		
Total revenues	89.1		 	75.7		 	85.3		
Expenses:	 	 	 	 	 	
Interest expense	59.9		 	50.2		 	53.1		
Other operating expenses	2.1		 	1.8		 	1.5		
Total expenses	62.0		 	52.0		 	54.6		
Income before net realized investment losses and income taxes	27.1		 	23.7		 	30.7		
Net realized investment losses	(3.6	)	 	(5.6	)	 	(20.4	)	
Loss on extinguishment of borrowings	(3.8	)	 	(9.5	)	 	—		
Income before income taxes	$	19.7		 	$	8.6		 	$	10.3		

The investment portfolios held by the VIEs are primarily comprised of commercial bank loans to corporate obligors which are almost entirely rated below-investment grade.  At December 31, 2018 , such loans had an amortized cost of $1,534.2 million ; gross unrealized gains of $1.2 million ; gross unrealized losses of $67.0 million ; and an estimated fair value of $1,468.4 million .

The following table sets forth the amortized cost and estimated fair value of the investments held by the VIEs at December 31, 2018 , by contractual maturity.  Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.

								
 	Amortized
cost	 	Estimated
fair
value	
 	(Dollars in millions)	
Due after one year through five years	$	621.9		 	$	594.5		
Due after five years through ten years	912.3		 	873.9		
Total	$	1,534.2		 	$	1,468.4		

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Notes to Consolidated Financial Statements
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The following table sets forth the amortized cost and estimated fair value of those investments held by the VIEs with unrealized losses at December 31, 2018 , by contractual maturity.  Actual maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.

	
								
 	Amortized
cost	 	Estimated
fair
value	
 	(Dollars in millions)	
Due after one year through five years	$	615.6		 	$	587.0		
Due after five years through ten years	904.7		 	866.3		
Total	$	1,520.3		 	$	1,453.3		

During 2018 , the VIEs recognized net realized investment losses of $3.6 million from the sales of fixed maturities. During 2017 , the VIEs recognized net realized investment losses of $5.6 million which were comprised of: (i) $1.2 million of net gains from the sales of fixed maturities; (ii) $4.3 million of losses on the dissolution of VIEs; and (iii) $2.5 million of writedowns of investments for other than temporary declines in fair value recognized through net income. During 2016 , the VIEs recognized net realized investment losses of $20.4 million which were comprised of: (i) $11.9 million of net losses from the sales of fixed maturities; (ii) a $7.3 million loss on the dissolution of a VIE; and (iii) $1.2 million of writedowns of investments for other than temporary declines in fair value recognized through net income.

At December 31, 2018 , there were no investments held by the VIEs that were in default.

During 2018 , $57.2 million of investments held by the VIEs were sold which resulted in gross investment losses (before income taxes) of $3.8 million . During 2017 , $109.6 million of investments held by the VIEs were sold which resulted in gross investment losses (before income taxes) of $3.0 million . During 2016 , $192.2 million of investments held by the VIEs were sold which resulted in gross investment losses (before income taxes) of $20.3 million .

At December 31, 2018 , the VIEs held: (i) investments with a fair value of $1,315.7 million and gross unrealized losses of $55.7 million that had been in an unrealized loss position for less than twelve months; and (ii) investments with a fair value of $137.6 million and gross unrealized losses of $11.3 million that had been in an unrealized loss position for greater than twelve months.

At December 31, 2017 , the VIEs held: (i) investments with a fair value of $445.4 million and gross unrealized losses of $4.9 million that had been in an unrealized loss position for less than twelve months; and (ii) investments with a fair value of $28.4 million and gross unrealized losses of $1.7 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.

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ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	
None.

ITEM 9A. 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 December 31, 2018 , 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.

Limitations on the Effectiveness of Controls.  Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls over financial reporting will prevent all error and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures.  Based on our controls evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this annual report, our disclosure controls and procedures were effective to provide reasonable assurance that: (i) the information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and (ii) material 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.

Management's Report on Internal Control Over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013) , our management concluded that our internal control over financial reporting was effective as of December 31, 2018 .

The effectiveness of our internal control over financial reporting as of December 31, 2018 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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 quarter ended December 31, 2018 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

198

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

ITEM 9B. OTHER INFORMATION.
                
On February 20, 2019, the CNO Board of Directors (the "Board") amended and restated the Company’s By-Laws to implement proxy access and to update the notice, procedural, disclosure and other requirements for stockholder nominations and proposals of business not intended to be included in the Company’s proxy statement for an annual meeting of stockholders. In particular, the By-Laws were amended to include a new Article II, Section 12, which permits a stockholder or group of up to 20 stockholders owning 3% or more of the Company’s common stock continuously for at least three years to nominate for election to the Board, and include in the Company’s proxy materials for its annual meeting of stockholders, nominees constituting up to the greater of 20% of the number of directors then serving on the Board (rounding down to the closest whole number) or two individuals, subject to certain limitations and provided that such nominating stockholder(s) and nominee(s) satisfy the applicable requirements specified in the By-Laws. In connection with the Company’s adoption of proxy access and in order to ensure full disclosure for all director nominations and proposals, the Company’s By-Laws were also amended to require any notice provided pursuant to Article II, Section 11 and Article III, Section 5(b) (the Company’s traditional advance notice provisions) to disclose additional information regarding each person proposed for nomination for election as a director, the stockholder giving the notice, and the beneficial owner, if any, on whose behalf the nomination or proposal is made, including disclosure of securities ownership, derivative and short positions and certain interests, as well as to make other non-substantive changes.
The foregoing description is qualified in its entirety by reference to the Amended and Restated By-Laws that are attached hereto as Exhibit 3.2 and incorporated herein by reference.

199

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

We will provide information that is responsive to this Item 10 in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report. That information is incorporated by reference into this Item 10. Additional information called for by this item is contained in Part I of this Annual Report under the caption "Executive Officers of the Registrant."

ITEM 11. EXECUTIVE COMPENSATION.

We will provide information that is responsive to this Item 11 in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report. That information is incorporated by reference into this Item 11.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

We will provide information that is responsive to this Item 12 in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report. That information is incorporated by reference into this Item 12.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

We will provide information that is responsive to this Item 13 in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report. That information is incorporated by reference into this Item 13.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

We will provide information that is responsive to this Item 14 in our definitive proxy statement or in an amendment to this Annual Report not later than 120 days after the end of the fiscal year covered by this Annual Report. That information is incorporated by reference into this Item 14.

200

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES
___________________

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

	
				
 	 	 	Page	
(a)	1.	Financial Statements. See Index to Consolidated Financial Statements for a list of financial statements included in this Report.	114	
 	2.	Financial Statement Schedules:	 	
 	 	Schedule II ‑‑ Condensed Financial Information of Registrant (Parent Company)	 	
 	 	Balance Sheet at December 31, 2018 and 2017	204	
 	 	Statement of Operations for the years ended December 31, 2018, 2017 and 2016	206	
 	 	Statement of Cash Flows for the years ended December 31, 2018, 2017 and 2016	207	
 	 	Notes to Condensed Financial Information	208	
 	 	Schedule IV ‑‑ Reinsurance for the years ended December 31, 2018, 2017 and 2016	208	

All other schedules are omitted, either because they are not applicable, not required, or because the information they contain is included elsewhere in the consolidated financial statements or notes.

3.	Exhibits. See Exhibit Index immediately preceding the Exhibits filed with this report.	

ITEM 16. FORM 10-K SUMMARY.

None.

201

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:   February 25, 2019

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

202

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

	
			
Signature	Title (Capacity)	Date	
/s/ GARY C. BHOJWANI	Director and Chief Executive Officer	February 25, 2019	
Gary C. Bhojwani	(Principal Executive Officer)	 	
 	 	 	
/s/ ERIK M. HELDING	Executive Vice President	February 25, 2019	
Erik M. Helding	and Chief Financial Officer	 	
 	(Principal Financial Officer)	 	
 	 	 	
/s/ JOHN R. KLINE	Senior Vice President	February 25, 2019	
John R. Kline	and Chief Accounting Officer	 	
 	(Principal Accounting Officer)	 	
 	 	 	
/s/ ELLYN L. BROWN	Director	February 25, 2019	
Ellyn L. Brown	 	 	
 	 	 	
/s/ STEPHEN DAVID	Director	February 25, 2019	
Stephen David	 	 	
 	 	 	
/s/ ROBERT C. GREVING	Director	February 25, 2019	
Robert C. Greving	 	 	
 	 	 	
/s/ MARY R. HENDERSON	Director	February 25, 2019	
Mary R. Henderson	 	 	
 	 	 	
/s/ CHARLES J. JACKLIN	Director	February 25, 2019	
Charles J. Jacklin	 	 	
 	 	 	
/s/ DANIEL R. MAURER	Director	February 25, 2019	
Daniel R. Maurer	 	 	
 	 	 	
/s/ NEAL C. SCHNEIDER	Director	February 25, 2019	
Neal C. Schneider	 	 	
 	 	 	
/s/ FREDERICK J. SIEVERT	Director	February 25, 2019	
Frederick J. Sievert	 	 	

203

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES

SCHEDULE II

Condensed Financial Information of Registrant (Parent Company)

Balance Sheet
as of December 31, 2018 and 2017
(Dollars in millions)

	
								
ASSETS	
 	2018	 	2017	
Cash and cash equivalents - unrestricted	$	205.9		 	$	161.1		
Equity securities at fair value (cost: 2018 - $20.3; 2017 - $225.7)	20.0		 	243.6		
Investment in wholly-owned subsidiaries (eliminated in consolidation)	4,115.6		 	5,440.7		
Income tax assets, net	137.1		 	129.6		
Receivable from subsidiaries (eliminated in consolidation)	4.6		 	6.3		
Other assets	1.7		 	12.7		
Total assets	$	4,484.9		 	$	5,994.0		
 	 	 	 	
LIABILITIES AND SHAREHOLDERS' EQUITY	
Liabilities:	 	 	 	
Notes payable	$	916.8		 	$	914.6		
Payable to subsidiaries (eliminated in consolidation)	135.7		 	143.0		
Other liabilities	61.5		 	88.9		
Total liabilities	1,114.0		 	1,146.5		
Commitments and Contingencies		 		
Shareholders' equity:	 	 	 	
Common stock and additional paid-in capital ($0.01 par value, 8,000,000,000 shares authorized, shares issued and outstanding: 2018 - 162,201,692; 2017 - 166,857,931)	2,996.6		 	3,075.0		
Accumulated other comprehensive income	177.7		 	1,212.1		
Retained earnings	196.6		 	560.4		
Total shareholders' equity	3,370.9		 	4,847.5		
Total liabilities and shareholders' equity	$	4,484.9		 	$	5,994.0		

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

204

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES

SCHEDULE II

Condensed Financial Information of Registrant (Parent Company)

Statement of Operations
for the years ended December 31, 2018 , 2017 and 2016
(Dollars in millions)

	
												
 	2018	 	2017	 	2016	
Revenues:	 	 	 	 	 	
Net investment income	$	14.3		 	$	14.2		 	$	15.6		
Net realized investment gains (losses)	(4.3	)	 	2.4		 	17.7		
Total revenues	10.0		 	16.6		 	33.3		
Expenses:	 	 	 	 	 	
Interest expense	48.0		 	46.5		 	45.8		
Intercompany expenses (eliminated in consolidation)	2.9		 	1.7		 	.9		
Operating costs and expenses	40.0		 	75.4		 	48.2		
Total expenses	90.9		 	123.6		 	94.9		
Loss before income taxes and equity in undistributed earnings of subsidiaries	(80.9	)	 	(107.0	)	 	(61.6	)	
Income tax expense (benefit)	(20.8	)	 	27.4		 	(54.6	)	
Loss before equity in undistributed earnings of subsidiaries	(60.1	)	 	(134.4	)	 	(7.0	)	
Equity in undistributed earnings (losses) of subsidiaries (eliminated in consolidation)	(254.9	)	 	310.0		 	365.2		
Net income (loss)	$	(315.0	)	 	$	175.6		 	$	358.2		

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

205

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES

SCHEDULE II

Condensed Financial Information of Registrant (Parent Company)

Statement of Cash Flows
for the years ended December 31, 2018 , 2017 and 2016
(Dollars in millions)

	
												
 	2018	 	2017	 	2016	
Cash flows from operating activities	$	(107.2	)	 	$	(181.8	)	 	$	(110.7	)	
Cash flows from investing activities:	 	 	 	 	 	
Sales of investments	250.1		 	54.9		 	305.0		
Purchases of investments	(30.9	)	 	(123.6	)	 	(198.4	)	
Net sales of trading securities	8.3		 	9.1		 	12.0		
Dividends received from consolidated subsidiary, net of capital contributions of $265.0 in 2018, nil in 2017 and $200.0 in 2016*	(40.1	)	 	363.5		 	92.5		
Net cash provided by investing activities	187.4		 	303.9		 	211.1		
Cash flows from financing activities:	 	 	 	 	 	
Issuance of common stock	3.9		 	8.3		 	8.4		
Payments to repurchase common stock	(108.0	)	 	(168.3	)	 	(210.0	)	
Common stock dividends paid	(64.8	)	 	(59.6	)	 	(54.8	)	
Issuance of notes payable to affiliates*	227.7		 	310.8		 	217.1		
Payments on notes payable to affiliates*	(94.2	)	 	(158.3	)	 	(83.9	)	
Net cash used by financing activities	(35.4	)	 	(67.1	)	 	(123.2	)	
Net increase (decrease) in cash and cash equivalents	44.8		 	55.0		 	(22.8	)	
Cash and cash equivalents, beginning of the year	161.1		 	106.1		 	128.9		
Cash and cash equivalents, end of the year	$	205.9		 	$	161.1		 	$	106.1		

* Eliminated in consolidation

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

206

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES

SCHEDULE II

Notes to Condensed Financial Information

1. Basis of Presentation

The condensed financial information should be read in conjunction with the consolidated financial statements of CNO Financial Group, Inc. The condensed financial information includes the accounts and activity of the parent company.

207

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES

SCHEDULE IV

Reinsurance
for the years ended December 31, 2018 , 2017 and 2016
(Dollars in millions)

	
												
 	2018	 	2017	 	2016	
Life insurance inforce:	 	 	 	 	 	
Direct	$	27,662.8		 	$	27,154.3		 	$	27,048.1		
Assumed	114.4		 	120.5		 	128.7		
Ceded	(3,321.3	)	 	(3,452.6	)	 	(3,604.0	)	
Net insurance inforce	$	24,455.9		 	$	23,822.2		 	$	23,572.8		
Percentage of assumed to net	.5	%	 	.5	%	 	.5	%	

	
												
 	2018	 	2017	 	2016	
Insurance policy income:	 	 	 	 	 	
Direct	$	2,556.4		 	$	2,576.9		 	$	2,553.0		
Assumed	28.0		 	30.4		 	34.0		
Ceded	(144.5	)	 	(105.0	)	 	(123.9	)	
Net premiums	$	2,439.9		 	$	2,502.3		 	$	2,463.1		
Percentage of assumed to net	1.1	%	 	1.2	%	 	1.4	%	

208

EXHIBIT INDEX
Exhibit
No.      Description

2.1	Master Transaction Agreement dated as of August 1, 2018 by and between Bankers Life and Casualty Company and Wilton Reassurance Company, incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K filed August 2, 2018.	

3.1	Amended and Restated Certificate of Incorporation of CNO Financial Group, Inc., incorporated by reference to Exhibit 3.1 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.	

3.2	Amended and Restated Bylaws of CNO Financial Group, Inc. dated as of February 20, 2019.	

3.3	Certificate of Designations of Series D Junior Participating Preferred Stock of CNO Financial Group, Inc., incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K filed October 4, 2017.	

4.1	Third Amended and Restated Section 382 Rights Agreement, dated as of October 3, 2017, between the Corporation and American Stock Transfer & Trust Company, LLC, as Rights Agent, which includes the Certificate of Designations for the Series D Junior Participating Preferred Stock as Exhibit A, the Form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C, incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed October 4, 2017.	

4.2	Form of specimen stock certificate, incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed May 12, 2010.	

4.3	Indenture, dated as of May 19, 2015, between CNO Financial Group, Inc. and Wilmington Trust, National Association, as trustee (the “Trustee”), incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed May 19, 2015.	

4.4	First Supplemental Indenture, dated as of May 19, 2015, between the Corporation and the Trustee, relating to the 4.500% Senior Notes due 2020 and the 5.250% Senior Notes due 2025, incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed May 19, 2015.	

4.5	Form of 4.500% Senior Notes due 2020 (included in Exhibit 4.4).	

4.6	Form of 5.250% Senior Notes due 2025 (included in Exhibit 4.4).	

10.1	First Amendment and Restatement Agreement, dated as of October 13, 2017, among CNO Financial Group, Inc., the lenders party thereto, and KeyBank National Association, as administrative agent for the lenders, in respect of the Credit Agreement, dated as of May 19, 2015, among CNO Financial Group, Inc., the lenders from time to time party thereto, and KeyBank National Association, as administrative agent for the lenders, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed October 16, 2017.	

10.2*	Letter of agreement dated as of August 3, 2007 between CNO Services, LLC (formerly Conseco Services, LLC) and John R. Kline, incorporated by reference to Exhibit 10.11 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2007.	

10.3*	CNO Financial Group, Inc. Amended and Restated Long-Term Incentive Plan (included as Annex A to the proxy statement filed on March 30, 2017).	

10.4*	Form of stock option agreement under Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014.	

10.5*	Form of stock option agreement for 2015 under Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.	

10.6*	Form of amendment to outstanding stock option agreements under the Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10.5 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015.	

209

		
10.7*	Form of stock option agreement for 2017 and 2018 under Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.	

10.8*	Form of restricted stock unit award agreement for 2017 and 2018 under Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.	

10.9*	Form of performance stock unit award agreement for 2017 and 2018 under the Amended and Restated Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.	

10.10*	Form of stock option agreement for 2019.	

10.11*	Form of restricted stock unit award agreement for 2019.	

10.12*	Form of performance stock unit award agreement for 2019.	

10.13	Form of Indemnification Agreement among the Corporation, CDOC, Inc., CNO Services, LLC (formerly Conseco Services, LLC) and each director of the Corporation, incorporated by reference to Exhibit 10.16 of our Annual Report on Form 10-K for the year ended December 31, 2008.	

10.14*	2015 Pay for Performance Incentive Plan, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed March 12, 2015.	

10.15*	Deferred Compensation Plan amended and restated effective January 1, 2017, incorporated by reference to Exhibit 10.20 of our Annual Report on Form 10-K for the year ended December 31, 2016.	

10.16*	Amended and Restated Employment Agreement dated as of September 30, 2016 between 40|86 Advisors, Inc. and Eric R. Johnson, incorporated by reference to Exhibit 10.25 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 , as amended by Amendment dated as of August 10, 2017, incorporated by reference to Exhibit 10.4 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.	

10.17*	Amended and Restated Employment Agreement dated as of January 12, 2015 between CNO Services, LLC and Matthew J. Zimpfer, incorporated by reference to Exhibit 10.22 of our Annual Report on Form 10-K for the year ended December 31, 2014 , as amended by Amendment dated as of August 21, 2017, incorporated by reference to Exhibit 10.6 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.	

10.18*	Amended and Restated Employment Agreement dated as of January 6, 2015 between CNO Services, LLC and Bruce Baude, incorporated by reference to Exhibit 10.23 of our Annual Report on Form 10-K for the year ended December 31, 2014 , as amended by Amendment dated July 30, 2015, incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 , and as further amended by Amendment dated as of August 11, 2017, incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 , and as further amended by Amendment dated as of July 16, 2018, incorporated by reference to Exhibit 10.1 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.	

10.19	Coinsurance and Administration Agreement between Conseco Insurance Company and Reassure American Life Insurance Company, incorporated by reference to Exhibit 10.34 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007.	

10.20*	Employment Agreement dated as of April 6, 2016 between CNO Financial Group, Inc. and Gary C. Bhojwani, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed April 12, 2016 , as amended by Amendment dated as of August 9, 2017, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K/A filed on August 11, 2017.	

10.21*	Employment Agreement dated as of April 8, 2016 between CNO Financial Group, Inc. and Erik M. Helding, incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed April 12, 2016 , as amended by Amendment dated as of August 17, 2017, incorporated by reference to Exhibit 10.3 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2017.	

210

		
10.22*	CNO Board of Directors Deferred Compensation Plan, incorporated by reference to Exhibit 10.31 of our Annual Report on Form 10-K for the year ended December 31, 2016.	

10.23*	Employment Agreement dated as of November 15, 2017 between CNO Services, LLC and Yvonne K. Franzese, incorporated by reference to Exhibit 10.27 of our Annual Report on Form 10-K for the year ended December 31, 2017.	

10.24*	Employment Agreement dated as of April 24, 2018 between CNO Services, LLC and Scott L. Goldberg.	

10.25	Coinsurance agreement dated as of September 27, 2018 by and between Bankers Life and Casualty Company and Wilton Reassurance Company, incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed October 2, 2018.	

10.26	Trust Agreement dated as of September 27, 2018 by and among Bankers Life and Casualty Company, Wilton Reassurance Company and Citibank, N.A., incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed October 2, 2018.	

10.27	Administrative Services Agreement dated as of September 27, 2018 by and between Bankers Life and Casualty Company and Wilton Reassurance Company, incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed October 2, 2018.	

10.28	Transition Services Agreement dated as of September 27, 2018 by and between CNO Services, LLC and Wilton Reassurance Company, incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K filed October 2, 2018.	

21	Subsidiaries of the Registrant.	

23.1	Consent of PricewaterhouseCoopers LLP.	

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.	

211

		
101.INS	XBRL Instance Document.	

101.SCH	XBRL Taxonomy Extension Schema Document.	

101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	

101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	

101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	

101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.	

*Compensatory plan or arrangement

212

Exhibit 3.2
AMENDED AND RESTATED

BY-LAWS

OF

CNO FINANCIAL GROUP, INC.

A Delaware Corporation
(Adopted as of February 20, 2019)

ARTICLE I

OFFICES

Section 1. Registered Office . The registered office of CNO Financial Group, Inc. (the “ Corporation ”) in the State of Delaware shall be located at 2711 Centerville Road, Suite 400, Wilmington, DE 19801. The name of the Corporation’s registered agent at such address shall be Corporation Service Company. The registered office and/or registered agent of the Corporation may be changed from time to time by action of the Board of Directors.

Section 2. Other Offices . The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.
ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting . An annual meeting of the stockholders shall be held each year within 180 days after the close of the immediately preceding fiscal year of the Corporation or at such other time specified by the Board of Directors for the purpose of electing Directors and conducting such other proper business as may come before the annual meeting; provided, however, that the first and the second annual meeting after September 10, 2003 shall not be held earlier than on August 10, 2004 and August 10, 2005, respectively. At the annual meeting, stockholders shall elect Directors and transact such other business as properly may be brought before the annual meeting pursuant to Section 11 of ARTICLE II hereof.

Section 2. Special Meetings . Special meetings of the stockholders may only be called in the manner provided in the Corporation’s certificate of incorporation, as amended from time to time (the “ Certificate of Incorporation ”).

Section 3. Place of Meetings . The Board of Directors may designate any place, either within or without the State of Delaware, as the place of meeting for any annual meeting or for any special meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal executive office of the Corporation. If for any reason

any annual meeting shall not be held during any year, the business thereof may be transacted at any special meeting of the stockholders.

Section 4. Notice . Whenever stockholders are required or permitted to take action at a meeting, written or printed notice stating the place, date, time and, in the case of special meetings, the purpose or purposes, of such meeting, shall be given to each stockholder entitled to vote at such meeting not less than 10 nor more than 60 days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the Board of Directors, the chairman of the board, the chief executive officer or the secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, postage prepaid, addressed to the stockholder at his, her or its address as the same appears on the records of the Corporation. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. Stockholders List . The officer having charge of the stock ledger of the Corporation shall make, at least 10 days before every meeting of the stockholders, a complete list of the stockholders entitled to vote at such meeting arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting, (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list shall be provided with the notice of the meeting or (ii) during ordinary business hours, at the principal place of business of the Corporation. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 6. Quorum . The holders of a majority of the outstanding shares of capital stock entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders, except as otherwise provided by the General Corporation Law of the State of Delaware or by the Certificate of Incorporation. If a quorum is not present, the holders of a majority of the shares present in person or represented by proxy at the meeting, and entitled to vote at the meeting, may adjourn the meeting to another time and/or place. When a specified item of business requires a vote by a class or series (if the Corporation shall then have outstanding shares of more than one class or series) voting as a class or series, the holders of a majority of the shares of such class or series shall constitute a quorum (as to such class or series) for the transaction of such item of business.

Section 7. Adjourned Meetings . When a meeting is adjourned to another time and place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

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Section 8. Vote Required . When a quorum is present, the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter shall be the act of the stockholders, unless (i) by express provisions of an applicable law, of the Certificate of Incorporation or of these By-Laws a different vote is required, in which case such express provision shall govern and control the decision of such question, or (ii) the subject matter is the election of Directors, in which case Section 2 of ARTICLE III hereof shall govern and control the approval of such subject matter.

Section 9. Voting Rights . Except as otherwise provided by the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these By-laws, every stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of capital stock held by such stockholder.

Section 10. Proxies . Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the Corporation generally. Any proxy is suspended when the person executing the proxy is present at a meeting of stockholders and elects to vote, except that when such proxy is coupled with an interest and the fact of the interest appears on the face of the proxy, the agent named in the proxy shall have all voting and other rights referred to in the proxy, notwithstanding the presence of the person executing the proxy. At each meeting of the stockholders, and before any voting commences, all proxies filed at or before the meeting shall be submitted to and examined by the secretary or a person designated by the secretary, and no shares may be represented or voted under a proxy that has been found to be invalid or irregular.

Section 11. Business Brought Before an Annual Meeting . At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) brought before the meeting by or at the direction of the Board of Directors, (iii) with respect to nominations of persons and the proposal of any business not intended to be included in the Corporation’s proxy statement for such annual meeting, otherwise properly brought before the meeting by a stockholder who (a) was a stockholder of record of the Corporation at the time of the giving of notice provided for in this by-law and at the time of the annual meeting, (b) is entitled to vote with respect thereto and (c) complies with the notice procedures set forth in this Section 11 as to any such proposal of business, or Section 5 of Article III as to any such nominations of persons or (iv) with respect to nominations of persons intended to be included in the Corporation’s proxy statement for such annual meeting, by a nominator (as defined in Section 12 of this Article II) who complies with the notice and other procedures set forth in Section 12 of this Article II. For business to be properly brought before an annual meeting by a stockholder pursuant to clause (iii) of the foregoing, the stockholder must have given timely notice thereof in writing to the secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive

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offices of the Corporation, not less than 60 days nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that less than 70 days’ notice or prior public announcement of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the date on which such notice of the date of the annual meeting was mailed or such public announcement was made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. A stockholder’s notice to the secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these by-laws, the language of the proposed amendment) and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business and each beneficial owner, if any, on whose behalf the proposal is made; (iii) the class or series and number of shares of the Corporation which are, directly or indirectly, beneficially owned by each proponent person (as defined below); (iv) any material interest of the stockholder in such business; (v) a description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the proposal or nomination is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing, including the proposed nominee (collectively, “ proponent persons ”); (vi) (A) a description of any agreement, arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) the intent or effect of which may be (x) to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, whether or not such agreement, arrangement or understanding shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise, (y) to increase or decrease the voting power of any proponent person with respect to shares of any class or series of stock of the Corporation and/or (z) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the Corporation (each such agreement, arrangement or understanding, a “ derivative instrument ”), (B) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which any such proponent person has a right to vote any shares of the Corporation or influence the voting over any such shares, (C) any short interest of any such proponent person in any security of the Corporation, (D) any rights to dividends on the shares of the Corporation owned beneficially, directly or indirectly, by any such proponent person that are separated or separable from the underlying shares of the Corporation, (E) any proportionate interest in shares of the Corporation or derivative instruments held, directly or indirectly, by a general or limited partnership in which any such proponent person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (F) any performance-related fees (other than an asset-based fee) that any such proponent person is entitled to based on any increase or decrease in the value of shares of the Corporation or derivative instruments, including without limitation any such interests held by members of any

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such proponent person's immediate family sharing the same household; (vii) the trading history of such stockholder and such beneficial owner with respect to the Corporation’s stock; (viii) any transactions or relationships between such stockholder or such beneficial owner, on the one hand, and the Corporation or its customers, suppliers, competitors or management, on the other hand; (ix) information regarding whether such stockholder or such beneficial owner, or any of their affiliates have any plans or proposals for the Corporation other than those described in the notice, and whether such stockholder or such beneficial owner seeks to use the proposal to redress personal claims or grievances against the Corporation or others or to further personal interests or special interests not shared by stockholders at large; (x) a representation that the stockholder is a stockholder of record of stock of the Corporation at the time of the giving of notice provided for in these By-Laws, is entitled to vote at such meeting and that that the stockholder intends to appear in person or by proxy at the meeting to propose such business; (xi) all other information relating to such stockholder or such beneficial owner which would be required to be included in a proxy statement or other filing required to be filed with the Securities and Exchange Commission if, with respect to any such item of business, such stockholder were a participant in a solicitation subject to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”); and (xii) a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (A) to deliver a proxy statement and/or form of proxy to holders of at least a percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal and/or (B) otherwise to solicit proxies from stockholders in support of such proposal. Notwithstanding anything in these By-laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this section and, with respect to nomination of directors, Section 12 of this Article II and Section 5 of Article III hereof. The presiding officer of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the provisions of this section, Section 12 of Article II or Section 5 of Article III, as applicable; if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. For purposes of this section, “ public announcement ” shall mean disclosure in a press release reported by Dow Jones News Service, Associated Press or a comparable national news service. Notwithstanding the foregoing provisions of this Section 11, a stockholder shall also comply with all requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 11, provided, however, that any reference in these By-Laws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to proposals as to any other business to be considered pursuant to this By-Law.

Section 12. Proxy Access for Director Nominations

(a) Whenever the Board of Directors solicits proxies with respect to the election of directors at an annual meeting, in addition to any persons nominated for election to the Board of Directors by or at the direction of the Board of Directors, subject to the provisions of this Section 12, the Corporation shall:
 
(i) include in its notice of meeting and proxy materials, as applicable, for any annual meeting of stockholders (1) the name of any person nominated for election (the

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“ stockholder nominee ”) by a stockholder as of the date that the notice of proxy access nomination (as defined below) is received by the Secretary of the Corporation at the principal executive offices of the Corporation in accordance with this Section 12 who is entitled to vote for the election of directors at the annual meeting and who satisfies the notice, ownership and other requirements of this Section 12 (such stockholder, together with the beneficial owner of such shares, a “ nominator ”) or by a group of no more than 20 such stockholders (such stockholders, together with the beneficial owners of such shares, a “ nominator group ”) that, collectively as a nominator group, satisfies the notice, ownership and other requirements of this Section 12 applicable to a nominator group; provided that, in the case of a nominator group, each member thereof (each a “ group member ”) shall have satisfied the notice, ownership and other requirements of this Section 12 applicable to group members, and (2) if the nominator or the nominator group, as applicable, so elects, the nomination statement (as defined below) furnished by such nominator or nominator group; and

(ii) include such stockholder nominee’s name on any ballot distributed at such annual meeting and on the Corporation’s proxy card (or any other format through which the Corporation permits proxies to be submitted) distributed in connection with such annual meeting. Nothing in this Section 12 shall limit the Corporation’s ability to solicit against, and include in its proxy materials its own statements relating to, any stockholder nominee, nominator or nominator group, or to include such stockholder nominee as a nominee of the Board of Directors.

(b) At each annual meeting, a nominator or nominator group may nominate one or more stockholder nominees for election at such meeting pursuant to this Section 12; provided that the maximum number of stockholder nominees nominated by all nominators and nominator groups (including stockholder nominees that were submitted by a nominator or nominator group for inclusion in the Corporation’s proxy materials pursuant to this Section 12 but either are subsequently withdrawn, disregarded, declared invalid or ineligible pursuant to this Section 12) to appear in the Corporation’s proxy materials with respect to an annual meeting shall not exceed the greater of (i) two nominees and (ii) 20% of the total number of directors in office as of the final proxy access deadline (as defined below), or if such number is not a whole number, the closest whole number below 20% (the “ maximum number ”).

The maximum number shall be reduced, but not below zero, by the sum of:

(x) the number of persons that the Board of Directors decides to nominate pursuant to an agreement, arrangement or other understanding with one or more stockholders or beneficial owners, as the case may be, in lieu of such person being formally nominated as a director pursuant to this Section 12 or Section 5 of Article III hereof; and

(y) the number of persons that the Board of Directors decides to nominate for re-election who were previously elected to the Board of Directors based on a nomination made pursuant to this Section 12 or pursuant to an agreement, arrangement or other understanding with one or more stockholders or beneficial owners, as the case may be, in

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lieu of such person being formally nominated as a director pursuant to this Section 12, in each case, at one of the previous two annual meetings; and

(z) the number of persons that the Board of Directors decides to nominate for re-election who were previously elected to the Board of Directors based on a nomination made pursuant to Section 5 of Article III hereof or pursuant to an agreement, arrangement or other understanding with one or more stockholders or beneficial owners, as the case may be, in lieu of such person being formally nominated as a director pursuant to Section 5 of Article III hereof, in each case, at the previous year’s annual meeting;

If one or more vacancies for any reason occurs on the Board of Directors at any time after the final proxy access deadline but before the date of the applicable annual meeting and the Board of Directors determines to reduce the size of the Board of Directors in connection therewith, the maximum number shall be calculated based on the number of directors in office as so reduced.

Any nominator or nominator group submitting more than one stockholder nominee for inclusion in the Corporation’s proxy materials pursuant to this Section 12 shall rank in its notice of proxy access nomination such stockholder nominees based on the order that the nominator or nominator group desires such stockholder nominees to be selected for inclusion in the Corporation’s proxy materials in the event that the total number of stockholder nominees submitted by nominators or nominator groups pursuant to this Section 12 exceeds the maximum number. In the event that the number of stockholder nominees submitted by nominators or nominator groups pursuant to this Section 12 exceeds the maximum number, the highest ranking stockholder nominee who meets the requirements of this Section 12 from each nominator and nominator group will be selected for inclusion in the Corporation’s proxy materials until the maximum number is reached, beginning with the nominator or nominator group with the largest number of shares disclosed as owned (as defined below) in its respective notice of proxy access nomination submitted to the Corporation and proceeding through each nominator or nominator group in descending order of ownership. If the maximum number is not reached after the highest ranking stockholder nominee who meets the requirements of this Section 12 from each nominator and nominator group has been selected, this process will continue as many times as necessary, following the same order each time, until the maximum number is reached.

If, after the final proxy access deadline, whether before or after the mailing of the Corporation’s definitive proxy statement, (i) a stockholder nominee who satisfies the requirements of this Section 12 becomes ineligible for inclusion in the Corporation’s proxy materials pursuant to this Section 12, becomes unwilling to serve on the Board of Directors, dies, becomes disabled or is otherwise disqualified from being nominated for election or serving as a director of the Corporation or (ii) a nominator or nominator group withdraws its nomination or becomes ineligible, in each case as determined by the Board of Directors or the chairman of the meeting, then the Board of Directors or the chairman of the meeting shall declare each nomination by such nominator or nominator group to be invalid, and each such nomination shall be disregarded, no replacement nominee or nominees shall be included in the Corporation’s proxy materials or otherwise submitted for election as a director in substitution thereof and the Corporation (1) may omit from its proxy materials information concerning such stockholder

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nominee and (2) may otherwise communicate to its stockholders, including without limitation by amending or supplementing its proxy materials, that the stockholder nominee will not be eligible for election at the annual meeting and will not be included as a stockholder nominee in the proxy materials.

(c) To nominate a stockholder nominee, the nominator or nominator group shall submit to the Secretary of the Corporation the information required by this Section 12 on a timely basis. To be timely, the notice of proxy access nomination must be addressed to and received by the Secretary of the Corporation not less than 120 days nor more than 150 days prior to the first anniversary of the date on which the Corporation’s definitive proxy statement was released to stockholders in connection with the prior year’s annual meeting; provided, however, that if the annual meeting is convened more than 30 days prior to or delayed by more than 60 days after the first anniversary of the date of the preceding year’s annual meeting, the information must be so received not earlier than 120 days prior to such annual meeting and not later than the close of business on the later of (x) the 90th day prior to such annual meeting or (y) the 10th day following the day on which a public announcement of the date of the annual meeting is first made (the last day on which a notice of proxy access nomination may be delivered pursuant to and in accordance with this Section 12, the “ final proxy access deadline ”); provided further that in no event shall any adjournment or postponement of an annual meeting, or the public announcement thereof, commence a new time period or extend any time period for the receipt of the information required by this Section 12. The written notice required by this Section 12 (the “ notice of proxy access nomination ”) shall include:

(i) a written notice of the nomination by such nominator or nominator group expressly requesting to have its stockholder nominee included in the Corporation’s proxy materials pursuant to this Section 12 that includes, with respect to the stockholder nominee and the nominator (including any beneficial owner on whose behalf the nomination is made) or, in the case of a nominator group, with respect to each group member (including any beneficial owner on whose behalf the nomination is made) all of the representations, agreements and other information required in a stockholder notice submitted under Section 5 of Article III hereof;

(ii) if the nominator or nominator group so elects, a written statement of the nominator or nominator group for inclusion in the Corporation’s proxy statement in support of the election of the stockholder nominee(s) to the Board of Directors, which statement shall not exceed 500 words with respect to each stockholder nominee (the “ nomination statement ”) and for the avoidance of doubt, the nomination statement shall be limited to 500 words and shall not include any images, charts, pictures, graphic presentations or similar items;

(iii) in the case of a nomination by a nominator group, the designation by all group members of one specified group member (or a qualified representative thereof) that is authorized to act on behalf of all group members with respect to the nomination and matters related thereto, including withdrawal of the nomination;

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(iv) a representation by the stockholder nominee and the nominator or nominator group (including each group member) and any beneficial owner on whose behalf the nomination is made that each such person has provided and will provide facts, statements and other information in all communications with the Corporation and its stockholders and beneficial owners, including without limitation the notice of proxy access nomination and the nomination statement, that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made in light of the circumstances under which they were made, not misleading;

(v) a statement of the nominator or nominator group (including each group member) and any beneficial owner on whose behalf the nomination is made, setting forth and certifying the number of shares such nominator or nominator group is deemed to own (as determined in accordance with sub-paragraph (d) of this Section 12) continuously for at least three years as of the date of the notice of proxy access nomination and one or more written statements from the stockholder of the required shares (as defined below), and from each intermediary through which such shares are or have been held during the requisite three-year holding period, verifying that, as of a date within seven days prior to the date that the notice of proxy access nomination is received by the Secretary of the Corporation, the nominator or the nominator group, as the case may be, owns, and has owned continuously for the preceding three years, the required shares, and the nominator’s or, in the case of a nominator group, each group member’s agreement to provide (1) within seven days after the record date for the applicable annual meeting, written statements from the stockholder and intermediaries verifying the nominator’s or the nominator group’s, as the case may be, continuous ownership of the required shares through the record date; provided that if and to the extent that a stockholder is acting on behalf of one or more beneficial owners, such written statements shall also be submitted by any such beneficial owner or owners, and (2) immediate notice if the nominator or the nominator group, as the case may be, ceases to own the required shares prior to the date of the applicable annual meeting;

(vi) a copy of any Schedule 14N that has been filed with the U.S. Securities and Exchange Commission as required by Rule 14a-18 under the Exchange Act;

(vii) a representation by the nominator (including any beneficial owner on whose behalf the nomination is made), or, in the case of a nominator group, each group member (including any beneficial owner on whose behalf the nomination is made) that:
    
(1) the required shares were acquired in the ordinary course of business and not with intent to change or influence control of the Corporation, and each such person does not presently have such intent;

(2) each such person will maintain ownership (as defined in this Section 12) of the required shares through the date of the applicable annual meeting along with a further statement as to whether or not such person has the intention to hold the required shares for at least one year thereafter (which

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statement the nominator or nominator group shall include in its nomination statement, it being understood that the inclusion of such statement shall not count towards the nomination statement’s 500-word limit);

(3) each such person has not nominated, and will not nominate, for election to the Board of Directors at the applicable annual meeting any person other than its stockholder nominee(s) pursuant to this Section 12;

(4) each such person has not distributed, and will not distribute, to any stockholders or beneficial owners any form of proxy for the applicable annual meeting other than the form distributed by the Corporation;

(5) each such person has not engaged in, and will not directly or indirectly engage in, and has not been and will not be a participant (as defined in Schedule 14A of the Exchange Act) in, a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the applicable annual meeting other than with respect to such nominator or nominator group’s stockholder nominee(s) or a nominee of the Board of Directors; and

(6) each such person consents to the public disclosure of the information provided pursuant to this Section 12;

(viii) an executed agreement, in a form deemed satisfactory by the Board of Directors or any committee thereof, pursuant to which the nominator (including any beneficial owner on whose behalf the nomination is made) or, in the case of a nominator group, each group member (including any beneficial owner on whose behalf the nomination is made) agrees to:

(1) comply with all applicable laws, rules and regulations arising out of or relating to the nomination of each stockholder nominee pursuant to this Section 12;

(2) assume all liability stemming from any legal or regulatory violation arising out of the communications and information provided by such person(s) to the Corporation and its stockholders and beneficial owners, including without limitation the notice of proxy access nomination and nomination statement;

(3) indemnify and hold harmless the Corporation and each of its directors, officers, employees, agents and affiliates individually against any liability, loss or damages in connection with any threatened or pending action, suit or proceeding, whether legal, administrative or investigative, against the Corporation or any of its directors, officers, employees, agents and affiliates arising out of or relating to any nomination submitted by such person(s) pursuant to this Section 12;

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(4) file with the Securities and Exchange Commission any solicitation by or on behalf of the nominator or nominator group (including each group member) and any beneficial owner on whose behalf the nomination is made relating to the meeting at which the stockholder nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act;

(5) furnish to the Corporation all notifications and updated information required by this Section 12, including, without limitation, the information required by sub-paragraph (e) of this Section 12; and

(6) upon request, provide to the Corporation within five business days after such request, but in any event prior to the day of the annual meeting, such additional information as reasonably requested by the Corporation; and

(ix) a letter of resignation signed by each stockholder nominee, which letter shall specify that such stockholder nominee’s resignation is irrevocable and that it shall become effective upon a determination by the Board of Directors or any committee thereof that (1) any of the information provided to the Corporation by the nominator, the nominator group, any group member (including, in each case, any beneficial owner on whose behalf the nomination is made) or the stockholder nominee in respect of the nomination of such stockholder nominee pursuant to this Section 12 is or was untrue in any material respect (or omitted to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading) or (2) the stockholder nominee, the nominator, the nominator group or any group member (including, in each case, any beneficial owner on whose behalf the nomination is made) or any affiliate thereof shall have breached any of its representations, obligations or agreements under this Section 12.
 
(d) Ownership Requirements.

(i) To nominate a stockholder nominee pursuant to this Section 12, the nominator or nominator group shall have owned shares representing 3% or more of the voting power entitled to vote generally in the election of directors (the “ required shares ”) continuously for at least three years as of both the date the notice of proxy access nomination is submitted to the Corporation and the record date for determining stockholders eligible to vote at the applicable annual meeting and must continue to own the required shares at all times between and including the date the notice of proxy access nomination is submitted to the Corporation and the date of the applicable annual meeting; provided that if and to the extent a stockholder is acting on behalf of one or more beneficial owners (i) only the shares owned by such beneficial owner or owners, and not any other shares owned by any such stockholder, shall be counted for purposes of satisfying the foregoing ownership requirement and (ii) the aggregate number of stockholders and all such beneficial owners whose share ownership is counted for the

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purposes of satisfying the foregoing ownership requirement shall not exceed 20. For the purposes of determining whether the Nominator or Nominator Group owned the Required Shares for the requisite three-year period, the aggregate number of shares entitled to vote generally in the election of directors shall be determined by reference to the Corporation’s periodic filings with the Securities and Exchange Commission during the ownership period. Two or more funds that are (i) under common management and investment control, (ii) under common management and funded primarily by the same employer or (iii) a “group of investment companies,” as such term is defined in the Investment Company Act of 1940, as amended, shall be treated as one stockholder or beneficial owner, as the case may be, for the purpose of satisfying the foregoing ownership requirements; provided that each fund otherwise meets the requirements set forth in this Section 12; and provided further that any such funds for which shares are aggregated for the purpose of satisfying the foregoing ownership requirements provide documentation reasonably satisfactory to the Corporation that demonstrates that the funds satisfy the criteria for being treated as one stockholder within seven days after the notice of proxy access nomination is delivered to the Corporation. No shares may be attributed to more than one nominator or nominator group, and no stockholder or beneficial owner may be a member of more than one nominator group (other than a stockholder directed to act by more than one beneficial owner) for the purposes of this Section 12.

(ii) For purposes of this Section 12, “ownership” shall be deemed to consist of and include only the outstanding shares as to which a person possesses both (i) the full voting and investment rights pertaining to such shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the ownership of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (1) that a person or any of its affiliates has sold in any transaction that has not been settled or closed, including any short sale, (2) that a person or any of its affiliates has borrowed for any purposes or purchased pursuant to an agreement to resell or (3) that are subject to any derivative instrument or similar agreement entered into by a person or any of its affiliates, whether any such security, instrument or agreement is to be settled with shares or with cash based on the notional amount or value of shares, in any case in which such security, instrument or agreement has, or is intended to have, or if exercised by either party would have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, the person’s or such person’s affiliates’ full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting or altering to any degree any gain or loss arising from the full economic ownership of such person’s or such person’s affiliates’ shares. “Ownership” shall include shares held in the name of a nominee or other intermediary so long as the person claiming ownership of such shares retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A person’s ownership of shares shall be deemed to continue during any period in which the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person. A person’s ownership of shares shall be deemed to continue during any period in which the person has loaned such shares provided that the person has the power to recall such loaned shares on five business days’ notice, will vote such shares at the annual meeting and will hold such shares through the

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date of the annual meeting. The determination of whether the requirements of “ownership” of shares for purposes of this Section 12 are met shall be made by the Board of Directors or any committee thereof. Any such determination adopted in good faith by the Board of Directors or any committee thereof shall be conclusive and binding on the Corporation, its stockholders and beneficial owners and all other parties. For the purposes of this Section 12, the terms “owned,” “owning” and other variations of the word “own” shall have correlative meanings. For the purposes of this Section 12, the term “affiliate” or “affiliates” shall have the meaning ascribed thereto under the rules and regulations of the Exchange Act.

(e) For the avoidance of doubt, with respect to any nomination submitted by a nominator group pursuant to this Section 12, the information required by sub-paragraph (c) of this Section 12 to be included in the notice of proxy access nomination shall be provided by each group member (including any beneficial owner on whose behalf the nomination is made), and each such group member (including any beneficial owner on whose behalf the nomination is made) shall execute and deliver to the Secretary of the Corporation the representations and agreements required under sub-paragraph (c) of this Section 12 at the time the notice of proxy access nomination is submitted to the Corporation. In the event that the nominator, nominator group or any group member shall have breached any of their agreements with the Corporation or any information included in the nomination statement or the notice of proxy access nomination, or any other communications by the nominator, nominator group or any group member (including any beneficial owner on whose behalf the nomination is made) with the Corporation or its stockholders and beneficial owners, ceases to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made and as of such later date, not misleading), each nominator, nominator group or group member (including any beneficial owner on whose behalf the nomination is made), as the case may be, shall promptly (and in any event within 48 hours of discovering such breach or that such information has ceased to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made and as of such later date, not misleading)) notify the Secretary of the Corporation of any such breach, inaccuracy or omission in such previously provided information and shall provide the information that is required to correct any such defect, if applicable, it being understood that providing any such notification shall not be deemed to cure any defect or limit the Corporation’s rights to omit a stockholder nominee from its proxy materials as provided in this Section 12.

(f) stockholder nominee Requirements.
    
(i) Within the time period specified in this Section 12 for delivering the notice of proxy access nomination, each stockholder nominee must deliver to the Secretary of the Corporation a written representation and agreement, which shall be deemed a part of the notice of proxy access nomination for purposes of this Section 12, that such person: (1) consents to being named in the Corporation’s proxy statement as a nominee, to serve as a director if elected and to the public disclosure of the information provided pursuant to this Section 12; (2) understands his or her duties as a director under the Delaware General Corporation Law and agrees to act in accordance with those duties

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while serving as a director; (3) is not and will not become a party to (x) any voting commitment that has not been disclosed to the Corporation or (y) any voting commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law; (4) is not and will not become a party to any third party compensation arrangement that has not been disclosed to the Corporation, and has not and will not receive any such third party compensation arrangement that has not been disclosed to the Corporation; (5) if elected as a director of the Corporation, will comply with all applicable laws and stock exchange listing standards and the Corporation’s policies, guidelines and principles applicable to directors, including, without limitation, the Corporation’s Corporate Governance Guidelines, Code of Business Conduct and Ethics, confidentiality, stock ownership and trading policies and guidelines, and any other codes, policies and guidelines or any rules, regulations and listing standards, in each case, as applicable to directors; (6) agrees to meet with the Board of Directors or any committee or delegate thereof to discuss matters relating to the nomination of the stockholder nominee, including information in the notice of proxy access nomination and such stockholder nominee’s eligibility to serve as a member of the Board of Directors; and (7) will provide facts, statements and other information in all communications with the Corporation and its stockholders and beneficial owners that are and will be true and correct in all material respects and do not and will not omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

(ii) At the request of the Corporation, each stockholder nominee must promptly submit (but in no event later than seven days after receipt of the request) to the Secretary of the Corporation all completed and signed questionnaires required of directors. The Corporation may request such additional information as necessary to permit the Board of Directors to determine if each nominee is independent, including for purposes of serving on the committees of the Board of Directors, under the listing standards of each principal securities exchange upon which the Corporation’s shares are listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors and to determine whether the nominee otherwise meets all other publicly disclosed standards applicable to directors.    

(iii) In the event that a stockholder nominee shall have breached any of their agreements with the Corporation or any information or communications provided by a stockholder nominee to the Corporation or its stockholders and beneficial owners ceases to be true and correct in any respect or omits a fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading, such nominee shall promptly (and in any event within 48 hours of discovering such breach or that such information has ceased to be true and correct in all material respects (or omits a material fact necessary to make the statements made, in light of the circumstances under which they were made and as of such later date, not misleading)) notify the Secretary of the Corporation of any such breach, inaccuracy or omission in such previously provided information and shall provide the information that is required to make such information or communication true and correct, if applicable, it being understood that providing any

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such notification shall not be deemed to cure any defect or limit the Corporation’s rights to omit a stockholder nominee from its proxy materials as provided in this Section 12.

(g) Notwithstanding anything to the contrary contained in this Section 12, the Corporation shall not be required to include, pursuant to this Section 12, a stockholder nominee in its proxy materials for any annual meeting, or, if the proxy statement already has been filed, to submit the nomination of a stockholder nominee to a vote at the annual meeting, notwithstanding that proxies in respect of such vote may have been received by the Corporation:

(i) for any meeting for which the Secretary of the Corporation receives notice that any stockholder or beneficial owner, as the case may be, intends to nominate one or more persons for election to the Board of Directors pursuant to Section 5 of Article III hereof;

(ii) who is not determined by the Board of Directors in its sole discretion to be independent under the listing standards of each principal securities exchange upon which the shares of the Corporation are listed, any applicable rules of the Securities and Exchange Commission and any publicly disclosed standards used by the Board of Directors in determining and disclosing the independence of the Corporation’s directors, including those applicable to a director’s service on any of the committees of the Board of Directors, in each case as determined by the Board of Directors or any committee thereof, in its sole discretion;
 
(iii) whose election as a member of the Board of Directors would cause the Corporation to be in violation of these By-Laws, the Certificate of Incorporation, the rules and listing standards of the principal securities exchanges upon which the shares of the Corporation are listed, or any applicable law, rule or regulation or of any publicly disclosed standards of the Corporation applicable to directors, in each case, as determined by the Board of Directors or any committee thereof, in its sole discretion;

(iv) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, as amended;

(v) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years;

(vi) who is subject to any order of the type specified in Rule 506(d) of Regulation D under the Securities Act of 1933, as amended;

(vii) if the stockholder nominee or nominator (including any beneficial owner on whose behalf the nomination is made), or, in the case of a nominator group, any group member (including any beneficial owner on whose behalf the nomination is made) shall have provided information to the Corporation in connection with such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to

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make any statement made, in light of the circumstances under which it was made, not misleading, as determined by the Board of Directors or any committee thereof, in its sole discretion;

(viii) the nominator (or a qualified representative thereof) or, in the case of a nominator group, the representative designated by the nominator group in accordance with sub-paragraph (c)(iii) of this Section 12 (or a qualified representative thereof), or the stockholder nominee does not appear at the applicable annual meeting to present the stockholder nominee for election;

(ix) if the nominator (including any beneficial owner on whose behalf the nomination is made), or, in the case of a nominator group, any group member (including any beneficial owner on whose behalf the nomination is made) has engaged in or is currently engaged in, or has been or is a participant (as defined in Schedule 14A of the Exchange Act) in, a “solicitation” within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the applicable annual meeting other than with respect to such nominator or nominator group’s stockholder nominee(s) or a nominee of the Board of Directors; or

(x) the nominator or, in the case of a nominator group, any group member, or applicable stockholder nominee otherwise breaches or fails to comply with its representations or obligations pursuant to these By-Laws, including, without limitation, this Section 12.

For the purpose of this sub-paragraph (g), clauses (ii) through (x) will result in the exclusion from the proxy materials pursuant to this Section 12 of the specific stockholder nominee(s) to whom the ineligibility applies, or, if the proxy statement has already been filed, the ineligibility of the stockholder nominee(s) and, in either case, the inability of the nominator or nominator group that nominated any such stockholder nominee to substitute another stockholder nominee therefor; however, clause (i) will result in the exclusion from the proxy materials pursuant to this Section 12 of all stockholder nominees for the applicable annual meeting, or, if the proxy statement already has been filed, the ineligibility of all stockholder nominees.

(h) Notwithstanding anything to the contrary contained in this Section 12:

(i) the Corporation may omit from its proxy materials any information, including all or any portion of the nomination statement, if the Board of Directors determines that the disclosure of such information would violate any applicable law or regulation or that such information is not true and correct in all material respects or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and

(ii) if any nominator, nominator group or group member (including any beneficial owner on whose behalf the nomination is made) or stockholder nominee has failed to comply with the requirements of this Section 12, the Board of Directors or the

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chairman of the meeting shall declare the nomination by such nominator or nominator group to be invalid, and such nomination shall be disregarded.

(i) The Board of Directors (or any other person or body authorized by the Board of Directors) shall have the exclusive power and authority to interpret the provisions of this Section 12 and make all determinations deemed necessary or advisable in connection with this Section 12 to any person, facts or circumstances. All such actions, interpretations and determinations that are done or made by the Board of Directors (or any other person or body authorized by the Board of Directors) in good faith shall be final, conclusive and binding on the Corporation, its stockholders and beneficial owners and all other parties.

(j) This Section 12 shall be the exclusive method for stockholders to include nominees for director in the Corporation’s proxy materials.

ARTICLE III

DIRECTORS

Section 1. General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to such powers as are herein and in the Certificate of Incorporation expressly conferred upon it, the Board of Directors shall have and may exercise all the powers of the Corporation, subject to the provisions of the laws of Delaware, the Certificate of Incorporation and these By-laws.

Section 2. Number, Election and Term of Office . The number of directors from time to time shall be fixed exclusively by the Board of Directors. The directors shall be elected and shall hold office only in the manner provided in these By-laws, except as otherwise provided in the Certificate of Incorporation and any duly authorized certificate of designation. Except as provided in Section 4 of this ARTICLE , each director shall be elected by the vote of the majority of the votes cast (where the number of votes cast “for” a director exceeds the number of votes cast “against” that director) with respect to the directors at any meeting for the election of directors at which a quorum is present, provided that, if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors.

Section 3. Resignation . Any Director may resign at any time upon written notice to the Corporation. The Governance and Strategy Committee has established procedures that govern the resignation process for a director who has failed to be elected in accordance with the requirements of Section 2. Such director shall offer to tender his or her resignation to the Board of Directors, which will then act on the recommendation of the Governance and Strategy Committee whether to accept or reject the resignation. The Board of Directors will publicly disclose its decision and rationale within 90 days from the date of the certification of the election results.

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Section 4. Vacancies . Vacancies and newly created directorships resulting from any increase in the total number of Directors may be filled only in the manner provided in the Certificate of Incorporation.

Section 5. Nominations .

(a) Subject to any duly authorized certificate of designation, only persons who are nominated in accordance with the procedures set forth in these By-laws shall be eligible to serve as Directors. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of stockholders (i) by or at the direction of the Board of Directors, (ii) with respect to nominations of persons not intended to be included in the Corporation’s proxy statement for such meeting, by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Section 5 and at the time of the meeting, who is entitled to vote generally in the election of Directors at the meeting and who shall have complied with the notice procedures set forth below in Section 5(b) or (iii) with respect to nominations of persons intended to be included in the Corporation’s proxy statement for an annual meeting, by a nominator who complies with the notice and other procedures set forth in Section 12 of Article II hereof.

(b) In order for a stockholder to nominate a person for election to the Board of Directors of the Corporation at a meeting of stockholders pursuant to this Section 5, such stockholder shall have delivered timely notice of such stockholder’s intent to make such nomination in writing to the secretary of the Corporation. To be timely, a stockholder’s notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (i) in the case of an annual meeting, not less than 60 nor more than 90 days prior to the first anniversary of the preceding year’s annual meeting; provided , however , that in the event that the date of the annual meeting is changed by more than 30 days from such anniversary date or in the event of the first annual meeting, notice by the stockholder to be timely must be so received not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made, and (ii) in the case of a special meeting at which Directors are to be elected, not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth (i) as to each person whom the stockholder proposes to nominate for election as a Director at such meeting all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a Director if elected), including and in addition to: (A) an affirmation that such person meets the Corporation’s stated criteria for board membership; (B) any transactions or relationships between such person and the Corporation or the Corporation’s customers, suppliers, competitors or management; (C) the trading history of such person with respect to the Corporation’s stock; (D) information regarding whether such person has any plans or proposals for the Corporation and whether such person seeks to use the nomination to redress personal claims or grievances against the corporation or others or to further personal interests or special interests not shared by

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stockholders at large; and (E) a description of (1) any agreement, arrangement or understanding with, or any commitment or assurance to, any person or entity as to how such nominee, if elected as a director of the Corporation, will act or vote on any issue or question to be decided by the Board of Directors or that otherwise relates to the Corporation or such persons' service on the Board of Directors (a “voting commitment”) and (2) any compensatory, payment or other financial agreement, arrangement or understanding with any person other than with the Corporation, including any agreement to indemnify such person for obligations arising as a result of his or her service as a director of the Corporation, in connection with such nominee's nomination, service or action as a director of the Corporation (a “third party compensation arrangement”); (ii) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made (A) the name and address, as they appear on the Corporation’s books, of such stockholder and such beneficial owner, (B) the class or series and number of shares of the Corporation which are, directly or indirectly, beneficially owned by such stockholder and each proponent person and also which are owned of record by such stockholder, (C) any derivative instrument owned beneficially, directly or indirectly by any such proponent person, (D) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which any such proponent person has a right to vote any shares of the Corporation or influence the voting over any such shares, (E) any short interest of any such proponent person in any security of the Corporation, (F) any rights to dividends on the shares of the Corporation owned beneficially, directly or indirectly, by any such proponent person that are separated or separable from the underlying shares of the Corporation, (G) any proportionate interest in shares of the Corporation or derivative instruments held, directly or indirectly, by a general or limited partnership in which any such proponent person is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (H) any performance-related fees (other than an asset-based fee) that any such proponent person is entitled to based on any increase or decrease in the value of shares of the Corporation or derivative instruments, including without limitation any such interests held by members of any such proponent person's immediate family sharing the same household; (iii) the trading history of such stockholder and such beneficial owner with respect to the Corporation’s stock; (iv) any transactions or relationships between such stockholder or such beneficial owner, on the one hand, and the Corporation or its customers, suppliers, competitors or management, on the other hand; (v) information regarding whether such stockholder or such beneficial owner, or any of their affiliates have any plans or proposals for the Corporation other than those described in the notice, and whether such stockholder or such beneficial owner seeks to use the nomination to redress personal claims or grievances against the Corporation or others or to further personal interests or special interests not shared by stockholders at large; (vi) a description of any agreement, arrangement or understanding with respect to the nomination and/or the voting of shares of any class or series of stock of the Corporation between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination is made, any of their respective affiliates or associates and/or any proponent persons and/or any other persons (naming such persons); (vii) a representation that the stockholder is a stockholder of record of stock of the Corporation at the time of the giving of notice provided for in these By-Laws, is entitled to vote at such meeting and that the stockholder intends to appear in person or by proxy at the meeting to present such nominee for election before the meeting; (viii) all other information relating to such stockholder or such beneficial owner which would be required to be included in a proxy statement or other filing required to be filed with the Securities and Exchange Commission if, with respect to any

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such nomination, such stockholder were a participant in a solicitation subject to Regulation 14A under the Exchange Act; and (ix) a representation as to whether the stockholder or the beneficial owner, if any, intends (A) to deliver a proxy statement and/or form of proxy to holders of at least a percentage of the Corporation’s outstanding capital stock required to elect such nominee or nominees and/or (B) otherwise to solicit proxies from stockholders in support of such nomination. A stockholder providing notice of a proposed nomination for election to the Board or other business proposed to be brought before a meeting (whether given pursuant to this Section 5 or Section 11 of Article II) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is 15 days prior to the meeting or any adjournment or postponement thereof, such update and supplement shall be delivered in writing to the secretary at the principal executive offices of the Corporation not later than 5 days after the record date for the meeting (in the case of any update and supplement required to be made as of the record date), and not later than 10 days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of 15 days prior to the meeting or any adjournment or postponement thereof). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee.

(c) Subject to any duly authorized certificate of designation, no person shall be eligible to serve as a Director of the Corporation unless nominated in accordance with the procedures set forth in this Section 5, Section 4 above or Section 12 of Article II hereof. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by this section, and if he or she should so determine, he or she shall so declare to the meeting and the defective nomination shall be disregarded. A stockholder seeking to nominate a person to serve as a Director must also comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth in this section.

Section 6. Annual Meetings . The annual meeting of the Board of Directors shall be held without other notice than this By-law immediately after, and at the same place as, the annual meeting of stockholders.

Section 7. Other Meetings and Notice . Regular meetings, other than the annual meeting, of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by resolution of the Board of Directors. Special meetings of the Board of Directors may be called by the chairman of the board, the chief executive officer (if the chief executive officer is a Director) or, upon the written request of at least a majority of the Directors then in office, the secretary of the Corporation on at least 24 hours notice to each Director, either personally, by telephone, by mail or by telecopy (notice by mail shall be deemed delivered 3 days after deposit in the U.S. mail).

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Section 8. Chairman of the Board . The Board of Directors shall elect, by the affirmative vote of a majority of the total number of Directors then in office, a chairman of the board, who shall preside at all meetings of the stockholders and Board of Directors at which he or she is present. The chairman of the board shall lead all meetings of the stockholders and Board of Directors at which he or she is present and shall serve on and lead appropriate committees as reasonably requested by the Board of Directors, set meeting schedules and agendas, manage information flow to the Board of Directors to assure appropriate understanding of and discussion regarding matters of interest or concern to the Board of Directors, make himself or herself available to the Corporation, as appropriate, attend external meetings and presentations, as appropriate, and have such additional powers and perform such additional duties as the Board of Directors may from time to time prescribe. If the chairman of the board ceases to serve in such capacity, then the Board of Directors shall elect, by the affirmative vote of a majority of the total number of Directors then in office, a successor chairman of the board and shall designate such person as either an executive chairman of the board or a non-executive chairman of the board, in its discretion. If the chairman of the board is not present at a meeting of the stockholders or the Board of Directors, the chief executive officer (if the chief executive officer is a Director and is not also the chairman of the board) shall preside at such meeting, and, if the chief executive officer also is not present at such meeting, a majority of the Directors present at such meeting shall elect one of their members to so preside.

Section 9. Quorum, Required Vote and Adjournment . A majority of the total number of Directors then in office shall constitute a quorum for the transaction of business. Unless by express provision of an applicable law, the Certificate of Incorporation or these By-laws a different vote is required, the vote of a majority of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 10. Committees . The Board of Directors may, by resolution passed by a majority of the total number of Directors then in office, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation, which to the extent provided in such resolution or these By-laws shall have, and may exercise, the powers of the Board of Directors in the management and affairs of the Corporation, except as otherwise limited by law. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. The Board of Directors will endeavor to ensure that each member of any such committee will satisfy the applicable independence requirements of any stock exchange upon which the Corporation’s securities are then listed; provided however , that any failure or alleged failure to satisfy such independence requirements shall not affect the validity of any decision made or action taken by such committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors upon request.

Section 11. Committee Rules . Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may

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otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

Section 12. Communications Equipment . Members of the Board of Directors or any committee thereof may participate in and act at any meeting of such board or committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other, and participation in the meeting pursuant to this section shall constitute presence in person at the meeting.

Section 13. Waiver of Notice and Presumption of Assent . Any member of the Board of Directors or any committee thereof who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to any member who voted in favor of such action.

Section 14. Action by Written Consent . Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of such board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the board or committee.

ARTICLE IV

OFFICERS

Section 1. Number . The officers of the Corporation shall be elected by the Board of Directors and shall consist of a chairman of the board, a chief executive officer, a president, one or more vice-presidents, a secretary, a chief financial officer and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Notwithstanding the foregoing, the Board of Directors may from time to time designate the chairman of the board as a “non-executive chairman of the board,” in which case such person will not be an officer of the Corporation but will otherwise have all of the duties and responsibilities of the chairman of the board hereunder except as otherwise determined by the Board of Directors. Any number of offices may be held by the same person, except that neither the chief executive officer nor the president shall also hold the office of secretary. In its discretion, the Board of Directors may

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choose not to fill any office for any period as it may deem advisable, except that the offices of president and secretary shall be filled as expeditiously as possible.

Section 2. Election and Term of Office . The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting held after each annual meeting of stockholders or as soon thereafter as convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.

Section 3. Removal . Any officer or agent elected by the Board of Directors may be removed by the Board of Directors at its discretion, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. Vacancies . Any vacancy occurring in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors.

Section 5. Compensation . Compensation of all executive officers shall be approved by the Board of Directors, and no officer shall be prevented from receiving such compensation by virtue of his or her also being a Director of the Corporation; provided however , that compensation of all executive officers may be determined by a committee established for that purpose if so authorized by the unanimous vote of the Board of Directors.

Section 6. Chairman of the Board . The chairman of the board shall preside at all meetings of the stockholders and the Board of Directors and shall have such other powers and perform such other duties as may be prescribed to him or her by the Board of Directors or provided in these By-laws.

Section 7. Chief Executive Officer . The chief executive officer shall have the powers and perform the duties incident to that position. Subject to the powers of the Board of Directors and the chairman of the board, the chief executive officer shall be in the general and active charge of the entire business and affairs of the Corporation, and shall be its chief policy making officer. The chief executive officer shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or provided in these By-laws. The chief executive officer is authorized to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. Whenever the president is unable to serve, by reason of sickness, absence or otherwise, the chief executive officer, if a different person, shall perform all the duties and responsibilities and exercise all the powers of the president.

Section 8. The President . The president of the Corporation shall, subject to the powers of the Board of Directors, the chairman of the board and the chief executive officer, have general charge of the business, affairs and property of the Corporation, and control over its officers, agents and employees. The president shall see that all orders and resolutions of the Board of Directors are carried into effect. The president is authorized to execute bonds,

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mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation. The president shall have such other powers and perform such other duties as may be prescribed by the chairman of the board, the chief executive officer, the Board of Directors or as may be provided in these By-laws.

Section 9. Vice Presidents . The vice president, or if there shall be more than one, the vice presidents in the order determined by the Board of Directors and the chief executive officer (if he or she is then available), shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice presidents shall also perform such other duties and have such other powers as the Board of Directors, the chairman of the board, the chief executive officer, the president or these By-laws may, from time to time, prescribe. The vice presidents may also be designated as executive vice presidents or senior vice presidents, as the Board of Directors may from time to time prescribe.

Section 10. The Secretary and Assistant Secretaries . The secretary shall attend all meetings of the Board of Directors, all meetings of the committees thereof and all meetings of the stockholders and record all the proceedings of the meetings in a book or books to be kept for that purpose or shall ensure that his or her designee attends each such meeting to act in such capacity. Under the chairman of the board’s supervision, the secretary shall give, or cause to be given, all notices required to be given by these By-laws or by law; shall have such powers and perform such duties as the Board of Directors, the chairman of the board, the chief executive officer, the president or these By-laws may, from time to time, prescribe; and shall have custody of the corporate seal of the Corporation. The secretary, or an assistant secretary, shall have authority to affix the corporate seal to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such assistant secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his or her signature. The assistant secretary, or if there be more than one, any of the assistant secretaries, shall in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary and shall perform such other duties and have such other powers as the Board of Directors, the chairman of the board, the chief executive officer, the president, or the secretary may, from time to time, prescribe.

Section 11. The Chief Financial Officer . The chief financial officer shall have the custody of the corporate funds and securities; shall keep full and accurate all books and accounts of the Corporation as shall be necessary or desirable in accordance with applicable law or generally accepted accounting principles; shall deposit all monies and other valuable effects in the name and to the credit of the Corporation as may be ordered by the chairman of the board or the Board of Directors; shall cause the funds of the Corporation to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the Board of Directors, at its regular meeting or when the Board of Directors so requires, an account of the Corporation; shall have such powers and perform such duties as the Board of Directors, the chairman of the board, the chief executive officer, the president or these By-laws may, from time to time, prescribe. If required by the Board of Directors, the chief financial officer shall give the Corporation a bond (which shall be rendered every six years) in such sums and with such surety or sureties as shall be satisfactory to the Board of Directors for

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the faithful performance of the duties of the office of chief financial officer and for the restoration to the Corporation, in case of death, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in the possession or under the control of the chief financial officer belonging to the Corporation.

Section 12. Other Officers, Assistant Officers and Agents . Officers, assistant officers and agents, if any, other than those whose duties are provided for in these By-laws, shall have such authority and perform such duties as may from time to time be prescribed by resolution of the Board of Directors.

Section 13. Absence or Disability of Officers . In the case of the absence or disability of any officer of the Corporation and of any person hereby authorized to act in such officer’s place during such officer’s absence or disability, the Board of Directors may by resolution delegate the powers and duties of such officer to any other officer or to any Director, or to any other person selected by it.

ARTICLE V

INDEMNIFICATION

Section 1. Procedure for Indemnification . Any indemnification of a Director or officer of the Corporation or advance of expenses under Section 2 of ARTICLE NINE of the Certificate of Incorporation shall be made promptly, and in any event within forty‑five days (or, in the case of an advance of expenses, twenty days), upon the written request of the Director or officer. If a determination by the Corporation that the Director or officer is entitled to indemnification pursuant to ARTICLE NINE of the Certificate of Incorporation is required, and the Corporation fails to respond within sixty days to a written request for indemnity, the Corporation shall be deemed to have approved the request. If the Corporation denies a written request for indemnification or advance of expenses, in whole or in part, or if payment in full pursuant to such request is not made within forty‑five days (or, in the case of an advance of expenses, twenty days), the right to indemnification or advances as granted by ARTICLE NINE of the Certificate of Incorporation shall be enforceable by the Director or officer in any court of competent jurisdiction. Such person’s costs and expenses incurred in connection with successfully establishing his or her right to indemnification, in whole or in part, in any such action shall also be indemnified by the Corporation. It shall be a defense to any such action that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify the claimant for the amount claimed, but the burden of such defense shall be on the Corporation. The procedure for indemnification of other employees and agents for whom indemnification is provided pursuant to Section 2 of ARTICLE NINE of the Certificate of Incorporation shall be the same procedure set forth in this Section 1 for Directors or officers, unless otherwise set forth in the action of the Board of Directors providing indemnification for such employee or agent.

Section 2. Insurance . The Corporation may purchase and maintain insurance on its own behalf and on behalf of any person who is or was a Director, officer, employee, partner, member, manager, trustee, fiduciary or agent of the Corporation or a wholly owned subsidiary of the Corporation or was serving at the request of the Corporation or a wholly owned subsidiary of

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the Corporation as a Director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation, partnership, joint venture, limited liability company, trust or other entity or enterprise against any expense, liability or loss asserted against him or her and incurred by him or her in any such capacity, whether or not the Corporation would have the power to indemnify such person against such expenses, liability or loss under the Delaware General Corporation Law.

Section 3. Reliance . Persons who after the date of the adoption of this provision become or remain Directors or officers of the Corporation or who, while a Director or officer of the Corporation, become or remain a Director, officer, employee or agent of a subsidiary, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in ARTICLE NINE of the Certificate of Incorporation in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in ARTICLE NINE of the Certificate of Incorporation shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 4. Vesting of Indemnification and Advance of Expenses . The rights to indemnification and to the advance of expenses conferred in ARTICLE NINE of the Certificate of Incorporation shall (i) vest at the time that such person became a Director, officer or employee of the Corporation or a wholly owned subsidiary of the Corporation or, while a Director, officer or employee of the Corporation or a wholly owned subsidiary of the Corporation, became at the request of the Corporation or a wholly owned subsidiary of the Corporation a Director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other entity or enterprise, including service with respect to an employee benefit plan of the Corporation and (ii) continue as to such person even though he or she may have ceased to be a Director, officer or employee of the Corporation or a wholly owned subsidiary of the Corporation or a Director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other entity or enterprise, including service with respect to an employee benefit plan of the Corporation.

Section 5. Non‑Exclusivity of Rights . The rights to indemnification and to the advance of expenses conferred in ARTICLE NINE of the Certificate of Incorporation shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate or under any statute, by‑law, agreement, vote of stockholders or disinterested Directors or otherwise.

ARTICLE VI

CERTIFICATES OF STOCK

Section 1. Form and Transfer .

(a) The shares of capital stock of the Corporation shall be represented by a certificate, provided that the Board of Directors of the Corporation may adopt a resolution

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permitting shares to be uncertificated. Each such share of capital stock may be issued in book-entry form and otherwise eligible for registration under a direct registration system.

(b) Notwithstanding the adoption of any such resolution providing for uncertificated shares, every holder of capital stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by the chairman of the board, the chief executive officer or the president and the secretary or an assistant secretary of the Corporation, certifying the number of shares owned by such holder in the Corporation. If such a certificate is countersigned (i) by a transfer agent or an assistant transfer agent other than the Corporation or its employee or (ii) by a registrar, other than the Corporation or its employee, the signature of any such chairman of the board, chief executive officer, president, secretary or assistant secretary may be facsimiles. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation whether because of death, resignation or otherwise before such certificate or certificates have been delivered by the Corporation, such certificate or certificates may nevertheless be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation.

(c) Shares of capital stock of the Corporation represented by certificates shall only be transferred on the books of the Corporation by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Corporation of the certificate or certificates for such shares endorsed by the appropriate person or persons, with such evidence of the authenticity of such endorsement, transfer, authorization and other matters as the Corporation may reasonably require, and accompanied by all necessary stock transfer stamps. In that event, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate or certificates and record the transaction on its books. Each such new certificate will be registered in such name as is requested by the holder of the surrendered certificate and shall be substantially identical in form to the surrendered certificate. In the case of uncertificated shares of capital stock of the Corporation, transfer shall be made only upon receipt of transfer documentation reasonably acceptable to the Corporation. The Board of Directors may appoint a bank or trust company organized under the laws of the United States or any state thereof to act as its transfer agent or registrar, or both in connection with the transfer of any class or series of securities of the Corporation.

Section 2. Lost Certificates . The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Corporation may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his or her legal representative, to give the Corporation a bond sufficient to indemnify the Corporation against any claim that may be made against the

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Corporation on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

Section 3. Fixing a Record Date for Stockholder Meetings . In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be the close of business on the next day preceding the day on which notice is first given. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 4. Fixing a Record Date for Other Purposes . In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment or any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purposes of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days nor less than 10 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 5. Registered Stockholders . Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock with a request to record the transfer of such share or shares, the Corporation may treat the registered owner as the person entitled to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner. The Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

Section 6. Subscriptions for Stock . Unless otherwise provided for in the subscription agreement, subscriptions for shares shall be paid in full at such time, or in such installments and at such times, as shall be determined by the Board of Directors. Any call made by the Board of Directors for payment on subscriptions shall be uniform as to all shares of the same class or as to all shares of the same series. In case of default in the payment of any installment or call when such payment is due, the Corporation may proceed to collect the amount due in the same manner as any debt due the Corporation.

ARTICLE VII

GENERAL PROVISIONS

Section 1. Dividends . Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of

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Directors at any regular or special meeting, in accordance with applicable law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or any other purpose and the Directors may modify or abolish any such reserve in the manner in which it was created.

Section 2. Checks, Drafts or Orders . All checks, drafts or other orders for the payment of money by or to the Corporation and all notes and other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall be determined by resolution of the Board of Directors or a duly authorized committee thereof.

Section 3. Contracts . In addition to the powers otherwise granted to officers pursuant to ARTICLE IV hereof, the Board of Directors may authorize any officer or officers, or any agent or agents, of the Corporation to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 4. Fiscal Year . The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 5. Corporate Seal . The Board of Directors may provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the Corporation and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

Section 6. Voting Securities Owned By Corporation . Voting securities in any other Corporation held by the Corporation shall be voted by the chief executive officer, the president or a vice president, unless the Board of Directors specifically confers authority to vote with respect thereto, which authority may be general or confined to specific instances, upon some other person or officer. Any person authorized to vote securities shall have the power to appoint proxies, with general power of substitution.

Section 7. Inspection of Books and Records . The Board of Directors shall have power from time to time to determine to what extent and at what times and places and under what conditions and regulations the accounts and books of the Corporation, or any of them, shall be open to the inspection of the stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by the laws of the State of Delaware, unless and until authorized so to do by resolution of the Board of Directors or of the stockholders of the Corporation.

Section 8. Section Headings . Section headings in these By-laws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

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Section 9. Inconsistent Provisions . In the event that any provision of these By-laws is or becomes inconsistent with any provision of the Certificate of Incorporation, the General Corporation Law of the State of Delaware or any other applicable law, the provision of these By-laws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

Section 10. Notices . All notices referred to herein shall be in writing, shall be delivered personally or by first class mail, postage prepaid, and shall be deemed to have been given when so delivered or mailed to the Corporation at its principal executive offices and to any stockholder at such holder’s address as it appears in the stock records of the Corporation (unless otherwise specified in a written notice to the Corporation by such holder).

ARTICLE VIII

AMENDMENTS

In furtherance and not in limitation of the powers conferred by statute, the Board of Directors of the Corporation is expressly authorized to make, alter, amend, change, add to or repeal these By-laws by the affirmative vote of a majority of the total number of Directors then in office. Any alteration or repeal of these By-laws by the stockholders of the Corporation shall require the affirmative vote of a majority of the outstanding shares of the Corporation entitled to vote on such alteration or repeal.

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Exhibit 10.10

CNO FINANCIAL GROUP, INC.

Re:	Grant of Non-Qualified Stock Option	
CNO Financial Group, Inc., a Delaware corporation (the " Company "), is pleased to advise you that, pursuant to the Company's Amended and Restated Long-Term Incentive Plan (the " Plan "), the Company has granted to you an option (the " Option ") to acquire shares of the Company’s common stock, par value $.01 per share (“Common Stock”), as set forth below, subject to the terms and conditions of the Plan and the terms and conditions set forth herein.
The Option is not intended to be an "incentive stock option" within the meaning of Section 422 of the Code. Any capitalized terms used herein and not defined herein have the meaning set forth in the Plan.
1. Option .

(a) Term . Subject to the terms and conditions set forth herein, the Company hereby grants you (or such other persons as permitted by paragraph 5) an Option to purchase the number of shares of Common Stock at the exercise price per Option Share (the “Option Price”) set forth on the Company’s stock plan administration vendor’s website (the “Award Summary”), payable upon exercise as set forth in paragraph 1(b) below. The Option shall expire at the close of business on the date indicated on the Award Summary (the “Expiration Date”), which is the tenth anniversary of the date of grant (the "Grant Date"), subject to earlier expiration as provided in paragraph 2(c) below should your employment with the Company or a Subsidiary terminate.  The Option Price and the number and kind of shares of Common Stock or other property for which the Option may be exercised shall be subject to adjustment as provided in the Plan.

(b) Payment of Option Cost . Subject to paragraph 2 below, the Option may be exercised in whole or in part upon payment of an amount (the " Option Cost ") equal to the product of (i) the Option Price and (ii) the number of Option Shares to be acquired. Payment of the Option Cost shall be made by one or more of the following means:

(i) in cash (including check, bank draft, money order or wire transfer of immediately available funds);

(ii) if permitted by the Company on the date of exercise, by delivery of outstanding shares of Common Stock owned by you (and not subject to any substantial risk of forfeiture) for at least six months with a Fair Market Value on the date of exercise equal to the Option Cost;

(iii) by means of any cashless exercise procedures approved by the Committee and as may be in effect on the date of exercise; or

(iv) by any combination of the foregoing.

2. Exercisability/Vesting and Expiration .

(a) Normal Vesting . The Option granted hereunder may be exercised only to the extent it has become vested, as indicated by the vesting dates set forth on the Award Summary.

(b) Normal Expiration . In no event shall any part of the Option be exercisable after the Expiration Date.

(c) Effect on Vesting and Expiration of Employment Termination . Except as expressly set forth in any written agreement between you and the Company or a Subsidiary (whether entered into prior to or after the date of this agreement) and notwithstanding paragraphs 2(a) and (b) above, the following special vesting and expiration rules shall apply if your employment with the Company terminates prior to the Option becoming fully vested and/or prior to the Expiration Date:

(i) Elective Termination . If your employment is terminated by you (for any reason other than Retirement or a termination for Good Reason, as defined below), then (A) any portion of the Option that was exercisable on the date of such termination shall remain exercisable until the ninetieth (90 th ) day immediately following such termination, but in no event after the Expiration Date of the Option, and such portion of the Option shall expire and be forfeited on the ninetieth (90 th ) day immediately following such termination and (B) any portion of the Option that was not exercisable on the date of such termination shall be forfeited immediately upon such termination.

(ii) Termination Other than for Cause and Certain Other Events . If your employment is terminated by the Company or a Subsidiary for any reason other than Cause, death or Disability (unless the termination is in connection with a Change in Control), then a pro rata portion of the next installment of the Option shall vest and you may exercise all vested amounts under the Option until the earlier of (x) the expiration date for such award or (y) five years after the date your employment was terminated by the Company or a Subsidiary. Any portion of the Option that was not exercisable on the date of termination and that did not vest pursuant to the foregoing sentence shall be forfeited immediately upon such termination. For purposes of the foregoing, the pro rata portion shall be calculated based on the number of days from the date on which the most recent installment of the Option vested (or if no installments have vested, from the date of grant) to the date of termination divided by the number of days between the date on which the most recent installment of the Option vested (or if no installments have vested, from the date of grant) to the date on which the next installment of the Option is scheduled to vest.

(iii) Termination for Cause . If your employment is terminated by the Company or a Subsidiary for Cause, any portion of the Option that had not been exercised prior to the date of such termination shall be forfeited immediately upon such termination.

(iv) Termination Upon Retirement.  If you elect to terminate your employment with the Company and you satisfy the definition of Retirement set forth in the Plan, then any portion of the Option which remains outstanding at the date of your Retirement shall continue to vest on the dates included in this agreement and you may exercise the Option until the earlier of (x) the Expiration Date or (y) five years after the date of your Retirement.

(v) Termination Due to Death or Disability . If your employment is terminated by the Company or a Subsidiary due to your death or Disability, (A) any portion of the Option that was exercisable on the date of such termination shall remain exercisable until twelve (12) months after such termination, but in no event after the Expiration Date of the Option, and such portion of the Option shall expire and be forfeited on the first anniversary of the date of such termination, whether or not then exercisable and (B) any portion of the Option that was not exercisable on the date of such termination shall be forfeited immediately upon such termination.

(vi) Change in Control . In the event that your employment is terminated by the Company without Cause or by you for Good Reason within 24 months after a Change in Control has occurred, the Option shall become vested and fully exercisable as to all of the Option Shares.

3. Procedure for Exercise . Except as expressly set forth in any written agreement between you and the Company or a Subsidiary (whether entered into prior to or after the date of this agreement), you may exercise all or any portion of the Option, to the extent it has vested and is exercisable, at any time and from time to time prior to the earlier of the Expiration Date or the date specified in paragraph  2 above, by logging onto the Company’s equity administration website and selecting the “Exercise Options” menu option, indicating the specific option grant to be exercised and answering the on-screen prompts to complete the exercise, together with payment of the Option Cost in accordance with the provisions of paragraph 1(b) above. The Option may not be exercised for a fraction of an Option Share.

4. Withholding of Taxes .

(a) Participant Election . If permitted by the Company, you may elect to deliver shares of Common Stock (or have the Company withhold Option Shares acquired upon exercise of the Option) to satisfy, in whole or in part, the amount the Company is required to withhold for taxes in connection with the exercise of the Option. Such election must be made on or before the date the amount of tax to be withheld is determined. Once made, the election shall be irrevocable. The Fair Market Value of the shares to be withheld or delivered will be the Fair Market Value as of the date the amount of tax to be withheld is determined.

(b) Company Requirement . The Company, to the extent permitted or required by law, shall have the right to deduct from any payment of any kind (including salary or bonus) otherwise due to you, an amount equal to any federal, state or local taxes of any kind required by law to be withheld with respect to the delivery of Option Shares under this agreement.

5. Transferability of Option . You may transfer the Option granted hereunder only by will or the laws of descent and distribution. Unless the context requires otherwise, references herein to you are deemed to include any permitted transferee under this paragraph 5. The Option may be exercised only by you; by the executor or administrator of your estate; by any person to whom the Option is transferred by will or the laws of descent and distribution; or by the guardian or representative of any of the foregoing.

6. Conformity with Plan . This agreement and the Option are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this agreement and the Plan shall be resolved in accordance with the terms of the Plan. By accepting this stock option award, you acknowledge your receipt of this agreement and the Plan and agree to be bound by all of the terms of this agreement and the Plan.

7. Rights of Participants . Nothing in this agreement shall interfere with or limit in any way the right of the Company to terminate your employment or other performance of services at any time, nor confer upon you any right to continue in the employ or as a director or officer of, or in the performance of other services for, the Company or a Subsidiary for any period of time, or to continue your present (or any other) rate of compensation or level of responsibility. Nothing in this agreement shall confer upon you any right to be selected again as a Plan participant, and nothing in the Plan or this agreement shall provide for any adjustment to the number of Option Shares subject to the Option upon the occurrence of subsequent events except as provided in the Plan.

8. Certain Definitions . For the purposes of this agreement, the following terms have the meanings set forth below:

“Cause” means the occurrence of one or more of the following events, as determined by the Committee:
(i)    commission of (x) a felony or (y) any crime or offense lesser than a felony involving the property of the Company or a Subsidiary; or
(ii)    conduct that has caused demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise; or
(iii) willful refusal to perform or substantial disregard of duties properly assigned; or

(iv) breach of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary.

" Change in Control " means the occurrence of any of the following events:
(i)    the acquisition (other than an acquisition in connection with a "Non-Control Transaction" (as defined below)) by any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of "beneficial ownership" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or its Ultimate Parent representing 51% or more of the combined voting power of the then outstanding securities of the Company or its Ultimate Parent entitled to vote generally with respect to the election of the board of directors of the Company or its Ultimate Parent; or
(ii)    as a result of or in connection with a tender or exchange offer or contest for election of directors, individual board members of the Company (identified as of the date of commencement of such tender or exchange offer, or the commencement of such election

contest, as the case may be) cease to constitute at least a majority of the board of directors of the Company; or
(iii)    the consummation of a merger, consolidation or reorganization with or into the Company unless (x) the stockholders of the Company immediately before such transaction beneficially own, directly or indirectly, immediately following such transaction securities representing 51% or more of the combined voting power of the then outstanding securities entitled to vote generally with respect to the election of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent and (y) individual board members of the Company (identified as of the date that a binding agreement providing for such transaction is signed) constitute at least a majority of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent (a transaction to which clauses (x) and (y) apply, a " Non-Control Transaction ").
“ Disability” means that, solely because of injury or sickness, you are either: (i) unable to perform all the material duties of the occupation that you routinely performed just prior to the date the Disability begins; or (ii) unable to earn 80% or more of your annual salary in effect just prior to the date the Disability begins.
“ Good Reason ” means (i) any material diminution in the nature or scope of your authority, duties or responsibilities from those you had as of the date immediately preceding the Change in Control, (ii) requiring your relocation to a location more than 50 miles from your primary location of employment immediately preceding the Change in Control without your consent or (iii) any reduction in your base salary or target bonus opportunity without your consent.
" Option Shares " means (i) all shares of Common Stock issued or issuable upon the exercise of the Option and (ii) all shares of Common Stock issued with respect to the Common Stock referred to in clause (i) above by way of stock dividend or stock split or in connection with any conversion, merger, consolidation or recapitalization or other reorganization affecting the Common Stock.
“ Subsidiary ” means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by the Company.
" Ultimate Parent " means the parent corporation (or if there is more than one parent corporation, the ultimate parent corporation) that, following a transaction, directly or indirectly beneficially owns a majority of the voting power of the outstanding securities entitled to vote with respect to the election of the board of directors of the Company (or its successor).
9. Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.

10. Severability . Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision

of this agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this agreement.

11. Descriptive Headings . The descriptive headings of this agreement are inserted for convenience only and do not constitute a part of this agreement.

12. Governing Law . THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF DELAWARE.

13. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this agreement shall be in writing and shall be deemed to have been given when (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested and postage prepaid or (iii) sent by reputable overnight courier, to the recipient. Such notices, demands and other communications shall be sent to you at the address on file with the Company and to the Company at 11825 N. Pennsylvania Street, P.O. Box 1911 (46082), Carmel, Indiana 46032, Attn: General Counsel, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

14. Entire Agreement . This agreement, any written agreement between you and the Company or a Subsidiary to the extent contemplated by paragraph 2(c) hereof, and the terms of the Plan constitute the entire understanding between you and the Company, and supersede all other agreements, whether written or oral, with respect to your acquisition of the Option Shares.

15. Section 409A . The Option awarded hereunder is intended to be a Non-409A Award (as defined in the Plan) and is at all times intended to comply with Section 409A of the Code, as provided under the Plan. To the extent that Section 409A(a)(2)(B)(i) (regarding certain payments to “key employees” in connection with a separation from service) requires the Company to delay payment and/or other delivery beyond the date(s) otherwise specified in this agreement, the Company shall pay such amounts to you upon the earliest date permitted under Section 409A(a)(2)(B)(i) of the Code without incurring excise tax.

Details of the Award are displayed on the Company’s equity administration website in the Award Summary.
To execute this agreement and confirm your understanding and acceptance of the agreements contained you must click the Accept button.

	
Very truly yours,	
 	
CNO FINANCIAL GROUP, INC.	

By: Yvonne K. Franzese, Chief Human Resources Officer	

 	

Exhibit 10.11

CNO FINANCIAL GROUP, INC.

Re:     Grant of Restricted Stock Unit Award
CNO Financial Group, Inc., a Delaware corporation (the " Company "), is pleased to advise you that pursuant to the Company's Amended and Restated Long-Term Incentive Plan (the " Plan "), the Company has granted you an award of the number of restricted share units (the “ Restricted Shares ”) set forth on the Company’s stock plan administration vendor website (the " Award Summary "), effective as of the date set forth on the Award Summary (the " Date of Grant "), subject to the terms and conditions of the Plan and the terms and conditions set forth herein. Any capitalized terms used herein and not defined herein have the meaning set forth in the Plan.
1. Restricted Shares . Each Restricted Share represents the right to receive one share of the Company’s Common Stock, par value $.01 per share (“ Common Stock ”), plus Dividend Equivalents thereon (as described in Section 5(b) below) subject to satisfaction of the service vesting criteria set forth on the Award Summary. Upon satisfaction of such vesting criteria, the shares of Common Stock that have vested will be issued to you, unless you have elected to defer receipt of any such shares in accordance with the terms and conditions of the Company’s Deferred Compensation Plan in which case the shares shall be issued in accordance with such deferral election. When issued, the shares of Common Stock shall be fully paid and nonassessable.

2. Restrictions on Transfer . You may not sell, assign, transfer, convey, pledge, exchange or otherwise encumber or dispose the Restricted Shares, except to the Company, until they have become nonforfeitable as provided in paragraph 3 hereof and in accordance with Section 6 of the Plan. Any purported encumbrance or disposition in violation of the provisions of this paragraph 2 shall be void ab initio , and the other party to any such purported transaction shall not obtain any rights to or interest in the Restricted Shares.
 
3. Vesting of Restricted Shares .

(a) Except as provided in paragraphs 3(b) - (e) and 4(b) below, the Restricted Shares shall vest and shares of Common Stock shall be issued to you only if you remain a director, officer or employee (or an approved service provider) of the Company or a Subsidiary through the vesting dates set forth on the Award Summary.

(b) In the event your employment is terminated by the Company or a Subsidiary without Cause or by you for Good Reason within six months prior to and in anticipation of or within 24 months after a Change in Control has occurred, any unvested Restricted Shares shall vest in full as of such date of termination.

(c) If your employment is terminated by the Company or a Subsidiary due to your death, any unvested Restricted Shares shall vest in full as of such date.

(d) If your employment is terminated by the Company or a Subsidiary due to your Disability, any unvested Restricted Shares shall continue to vest thereafter on the same vesting schedule as if you had remained an employee.

(e) If your employment is terminated by the Company or a Subsidiary for any reason other than Cause, death or Disability (or in connection with a Change in Control), then a pro rata portion of the next installment of the Restricted Shares shall vest. For purposes of the foregoing, the pro rata portion shall be calculated based on the number of days from the date on which the most recent installment of the Restricted Shares vested (or if no installments have vested, from the date of grant) to the date of termination divided by the number of days between the date on which the most recent installment of the Restricted Shares vested (or if no installments have vested, from the date of grant) to the date on which the next installment of the Restricted Shares is scheduled to vest.

4. Forfeiture of Restricted Shares .

(a) Except as expressly set forth in paragraph 4(b) below or in any written employment agreement between you and the Company or a Subsidiary (whether entered into prior to or after the date of this agreement), if you cease to be (or do not become) a director, officer or employee of the Company or a Subsidiary (or cease (or do not begin) to otherwise perform services for the Company or a Subsidiary) for any reason, except as and to the extent the Restricted Shares have vested pursuant to paragraph 3 hereof, you shall forfeit the portion of the Restricted Shares which has not vested and the Restricted Shares so forfeited shall be cancelled.
(b) If you elect to terminate your employment with the Company or a Subsidiary and you satisfy the definition of Retirement set forth in the Plan, then any unvested Restricted Shares shall continue to vest after your retirement on the same vesting schedules as if you had remained an employee.
5. Dividend, Voting and Other Rights .
 
(a) Until issuance of shares of Common Stock pursuant to Section 1 hereof, you shall have no voting or other rights of a stockholder with respect to the Restricted Shares.

(b) Dividend Equivalents. You shall have the right to receive Dividend Equivalents on Restricted Shares that become vested hereunder, payable in cash without interest, to the extent that cash dividends are paid on the Common Stock underlying the Restricted Shares after the date of this agreement and prior to the issuance of shares of Common Stock underlying the Restricted Shares. Such Dividend Equivalents shall be subject to any required tax withholding, and shall be payable on or about such date or dates as the cash dividends are paid on the underlying Common Stock. If you have elected to defer receipt of any vested Restricted Shares, you will receive Dividend Equivalents on Restricted Shares that become vested hereunder, payable in cash without interest and subject to any required tax withholding, to the extent that cash dividends are paid on the Common Stock underlying such Restricted Shares after the date of this agreement and prior to issuance of the shares of Common Stock.

6. Certain Definitions . For the purposes of this agreement, the following terms have the meanings set forth below:

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" Board " means the Board of Directors of the Company.
“ Cause ” means the occurrence of one or more of the following events, as determined by the Committee:
(i) commission of (x) a felony or (y) any crime or offense lesser than a felony involving the property of the Company or a Subsidiary; or

(ii) conduct that has caused demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise; or

(iii) willful refusal to perform or substantial disregard of duties properly assigned; or

(iv) breach of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary.

" Change in Control " means the occurrence of any of the following events:
(i)    the acquisition (other than an acquisition in connection with a "Non-Control Transaction" (as defined below)) by any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of "beneficial ownership" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or its Ultimate Parent representing 51% or more of the combined voting power of the then outstanding securities of the Company or its Ultimate Parent entitled to vote generally with respect to the election of the board of directors of the Company or its Ultimate Parent; or
(ii)    as a result of or in connection with a tender or exchange offer or contest for election of directors, individual board members of the Company (identified as of the date of commencement of such tender or exchange offer, or the commencement of such election contest, as the case may be) cease to constitute at least a majority of the board of directors of the Company; or
(iii)    the consummation of a merger, consolidation or reorganization with or into the Company unless (x) the stockholders of the Company immediately before such transaction beneficially own, directly or indirectly, immediately following such transaction securities representing 51% or more of the combined voting power of the then outstanding securities entitled to vote generally with respect to the election of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent and (y) individual board members of the Company (identified as of the date that a binding agreement providing for such transaction is signed) constitute at least a majority of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent (a transaction to which clauses (x) and (y) apply, a " Non-Control Transaction ").
“ Disability” means that, solely because of injury or sickness, you are either: (i) unable to perform all the material duties of the occupation that you routinely performed just prior to the date the Disability begins; or (ii) unable to earn 80% or more of your annual salary in effect just prior to the date the Disability begins.

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" Fair Market Value " of a share of Common Stock of the Company means, as of the date in question, the officially-quoted closing selling price of the stock (or if no selling price is quoted, the bid price) on the principal securities exchange on which the Common Stock is then listed for trading (including for this purpose the Nasdaq National Market) (the " Market ") for the applicable trading day or, if the Common Stock is not then listed or quoted in the Market, the Fair Market Value shall be the fair value of the Common Stock determined in good faith by the Board.
“ Good Reason ” means (i) any material diminution in the nature or scope of your authority, duties or responsibilities from those you had as of the date immediately preceding the Change in Control, (ii) requiring your relocation to a location more than 50 miles from your primary location of employment immediately preceding the Change in Control without your consent or (iii) any reduction in your base salary or target bonus opportunity without your consent.
“ Subsidiary ” means a corporation or other entity of which outstanding shares or ownership interests representing 50% or more of the combined voting power of such corporation or other entity entitled to elect the management thereof, or such lesser percentage as may be approved by the Committee, are owned directly or indirectly by the Company.
" Ultimate Parent " means the parent corporation (or if there is more than one parent corporation, the ultimate parent corporation) that, following a transaction, directly or indirectly beneficially owns a majority of the voting power of the outstanding securities entitled to vote with respect to the election of the board of directors of the Company (or its successor).
7. Withholding Taxes . If the Company or any Subsidiary shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Restricted Shares or other securities pursuant to this agreement, and the amounts available to the Company or such Subsidiary for such withholding are insufficient, you shall pay the tax or make provisions that are satisfactory to the Company or such Subsidiary for the payment thereof. If permitted at such time by the Company, you may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company or such Subsidiary a portion of the Restricted Shares that become nonforfeitable hereunder, and the Restricted Shares so surrendered by you shall be credited against any such withholding obligation at the Fair Market Value of such Restricted Shares on the date of such surrender.

8. No Special Right to Employment . Nothing in this agreement shall interfere with or limit in any way the right of the Company to terminate your employment or other performance of services at any time, nor confer upon you any right to continue in the employ or as a director or officer of, or in the performance of other services for, the Company or a Subsidiary for any period of time, or to continue your present (or any other) rate of compensation or level of responsibility. Nothing in this agreement shall confer upon you any right to be selected again as a Plan participant, and nothing in the Plan or this agreement shall provide for any adjustment to the number of Restricted Shares upon the occurrence of subsequent events except as provided in the Plan.
  
9. Relation to Other Benefits . Any economic or other benefit to you under this agreement or the Plan shall not be taken into account in determining any benefits to which you may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available

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to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

10. Amendments to Plan . Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect your rights under this agreement without your consent.

11. Severability . Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this agreement.

12. Conformity with Plan . This agreement and the Restricted Shares granted pursuant hereto are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this agreement and the Plan shall be resolved in accordance with the terms of the Plan. By accepting the award you acknowledge your receipt of this agreement and the Plan and agree to be bound by all of the terms of this agreement and the Plan.

13. Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.
 
14. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this agreement shall be in writing and shall be deemed to have been given when (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested and postage prepaid or (iii) sent by reputable overnight courier, to the recipient. Such notices, demands and other communications shall be sent to you at the address on file with the Company and to the Company at 11825 N. Pennsylvania Street, Carmel, Indiana 46032, Attn: General Counsel, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

15. Governing Law . THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE GOVERNED BY THE SUBSTANTIVE LAWS, BUT NOT THE CHOICE OF LAW RULES, OF THE STATE OF DELAWARE.

16. Descriptive Headings . The descriptive headings of this agreement are inserted for convenience only and do not constitute a part of this agreement.

17. Entire Agreement . This agreement, any written employment agreement between you and the Company or a Subsidiary to the extent contemplated by paragraph 4(a) hereof, and the terms of the Plan constitute the entire understanding between you and the Company, and supersede all other agreements, whether written or oral, with respect to your acquisition of the Restricted Shares.

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18. Section 409A . The Restricted Shares awarded hereunder are intended to be Non-409A Awards (as defined in the Plan) and are at all times intended to comply with Section 409A of the Code, as provided under the Plan. To the extent that Section 409A(a)(2)(B)(i) (regarding certain payments to “key employees” in connection with a separation from service) requires the Company to delay payment and/or other delivery beyond the date(s) otherwise specified in this agreement, the Company shall pay such amounts to you upon the earliest date permitted under Section 409A(a)(2)(B)(i) of the Code without incurring excise tax.

Details of the Award of Restricted Shares are displayed on the Company’s equity administration website in the Award Summary.
To execute this agreement and confirm your understanding and acceptance of the agreements contained you must click the Accept button.

	
	
Very truly yours,	
 	
CNO FINANCIAL GROUP, INC.	

By: Yvonne K. Franzese, Chief Human Resources Officer	

 	

                        

6

Exhibit 10.12

CNO FINANCIAL GROUP, INC.

Re:         Grant of Performance Share Award
CNO Financial Group, Inc., a Delaware corporation (the " Company "), is pleased to advise you that pursuant to the Company's Amended and Restated Long-Term Incentive Plan (the " Plan "), the Company has granted you an award of the number of performance share units set forth on the Company’s stock plan administration vendor’s website (the " Award Summary "), effective as of the date displayed on the Award Summary (the " Grant Date "), subject to the terms and conditions of the Plan and the terms and conditions set forth herein. Any capitalized terms used herein and not defined herein have the meaning set forth in the Plan.
1. Performance Shares . Each Performance Share represents the right to receive one share of the Company’s Common Stock, par value $.01 per share (“ Common Stock ”), plus Dividend Equivalents thereon (as described in Section 5(b) below) subject to satisfaction of the service and performance-based vesting criteria described in Section 3 below and Schedule A-1 of the Award Summary. Upon satisfaction of such vesting criteria, the shares of Common Stock that have vested will be issued to you, unless you have elected to defer receipt of any such shares in accordance with the terms and conditions of the Company’s Deferred Compensation Plan, in which case the shares shall be issued in accordance with such deferral election. When issued, the shares of Common Stock shall be fully paid and nonassessable.

2. Transfer Restrictions . You may not sell, assign, transfer, convey, pledge, exchange or otherwise encumber or dispose of the Performance Shares, except to the Company. Any purported encumbrance or disposition in violation of the provisions of this Section 2 shall be void ab initio , and the other party to any such purported transaction shall not obtain any rights to or interest in the Performance Shares.

3. Vesting of Performance Shares .

(a) The Performance Shares shall vest (in whole or in part) based upon satisfying the vesting criteria set forth on Schedule A-1 of the Award Summary. Except as set forth below, underlying shares of Common Stock shall be issued to you only if you remain employed by the Company or a Subsidiary through the vesting date of the Performance Shares, which is anticipated to occur no later than March 15, 2022. Decisions regarding vesting and payment of the Performance Shares shall be final as determined by the Committee in its sole and absolute discretion.

(b) If you elect to terminate your employment with the Company or a Subsidiary and you satisfy the definition of Retirement set forth in the Plan, or if your employment is terminated by the Company or a Subsidiary for any reason other than Cause, death or Disability (unless the termination is in connection with a Change in Control), then a pro rata portion of the Performance Shares shall vest (based on the number of days from January 1, 2019 to and including the date of your Retirement divided by 1,096) and, to the extent the performance criteria are met, such pro rata portion shall be paid at the same time as others receive shares of Common Stock under this award.

(c) If your employment is terminated by the Company or a Subsidiary due to your death or Disability, then a pro rata portion of the Performance Shares shall vest (based on the number of

days from the beginning of the performance period to and including the date your employment is terminated) and, to the extent the performance criteria are met, such pro rata portion shall be paid at the same time as others receive shares of Common Stock under such award.

(d) Any Performance Shares that do not vest pursuant to Section 3(a) above shall be cancelled.

(e) In the event your employment is terminated by the Company or a Subsidiary without Cause or by you for Good Reason within six months prior to and in anticipation of or within 24 months after a Change in Control has occurred, a pro rata portion of any unvested Performance Shares shall vest (based on the number of days from the beginning of the performance period to and including the date your employment is terminated) on such date.

4. Forfeiture of Performance Shares . Except as set forth in Section 3(b) above or expressly set forth in any written agreement between you and the Company or a Subsidiary (whether entered into prior to or after the date of this letter agreement), if you cease to be an employee of the Company or a Subsidiary for any reason, except as and to the extent the Common Stock underlying the Performance Shares has been issued to you, you shall forfeit the remaining portion of the Performance Shares.

5. Dividend, Voting and Other Rights .
 
(a) Until issuance of shares of Common Stock pursuant to Section 1 hereof, you shall have no voting or other rights of a stockholder with respect to the Performance Shares.

(b) Dividend Equivalents. You shall have the right to receive Dividend Equivalents on Performance Shares that become vested hereunder, payable in cash without interest, to the extent that cash dividends are paid on the Common Stock underlying the Performance Shares after the date of this agreement and prior to the issuance of shares of Common Stock underlying the Performance Shares. Such Dividend Equivalents shall be subject to any required tax withholding, and shall be payable on or about such date or dates as the underlying Common Stock is issued to you in an amount equal to the number of shares of Common Stock delivered in respect of your vested Performance Shares multiplied by the aggregate per share dividends declared and paid on or after the date of this letter agreement and prior to the issuance of shares of Common Stock underlying the Performance Shares. If you have elected to defer receipt of any vested Performance Shares, you will receive Dividend Equivalents, payable in cash and subject to any required tax withholding, to the extent that cash dividends are paid on the Common Stock underlying such Performance Shares after the date of vesting and prior to the issuance of shares of Common Stock at the end of the deferral period.

6. Certain Definitions . For the purposes of this letter agreement, the following terms have the meanings set forth below:

“ Board ” means the Board of Directors of the Company.
“Cause” means the occurrence of one or more of the following events, as determined by the Committee:

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(i)    commission of (x) a felony or (y) any crime or offense lesser than a felony involving the property of the Company or a Subsidiary; or
(ii)    conduct that has caused demonstrable and serious injury to the Company or a Subsidiary, monetary or otherwise; or
(iii) willful refusal to perform or substantial disregard of duties properly assigned; or
(iv) breach of duty of loyalty to the Company or a Subsidiary or other act of fraud or dishonesty with respect to the Company or a Subsidiary.

“ Change in Control ” means the occurrence of any of the following events:
(i)    the acquisition (other than an acquisition in connection with a "Non-Control Transaction" (as defined below)) by any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) of "beneficial ownership" (as such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company or its Ultimate Parent representing 51% or more of the combined voting power of the then outstanding securities of the Company or its Ultimate Parent entitled to vote generally with respect to the election of the board of directors of the Company or its Ultimate Parent; or
(ii)    as a result of or in connection with a tender or exchange offer or contest for election of directors, individual board members of the Company (identified as of the date of commencement of such tender or exchange offer, or the commencement of such election contest, as the case may be) cease to constitute at least a majority of the board of directors of the Company; or
(iii)    the consummation of a merger, consolidation or reorganization with or into the Company unless (x) the stockholders of the Company immediately before such transaction beneficially own, directly or indirectly, immediately following such transaction securities representing 51% or more of the combined voting power of the then outstanding securities entitled to vote generally with respect to the election of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent and (y) individual board members of the Company (identified as of the date that a binding agreement providing for such transaction is signed) constitute at least a majority of the board of directors of the Company (or its successor) or, if applicable, the Ultimate Parent (a transaction to which clauses (x) and (y) apply, a " Non-Control Transaction ").
“ Disability” means that, solely because of injury or sickness, you are either: (i) unable to perform all the material duties of the occupation that you routinely performed just prior to the date the Disability begins; or (ii) unable to earn 80% or more of your annual salary in effect just prior to the date the Disability begins.
“ Good Reason ” means (i) any material diminution in the nature or scope of your authority, duties or responsibilities from those you had as of the date immediately preceding the Change in Control, (ii) requiring your relocation to a location more than 50 miles from your

3

primary location of employment immediately preceding the Change in Control without your consent or (iii) any reduction in your base salary or target bonus opportunity without your consent.
“ Subsidiary ” means a subsidiary corporation, as defined in Section 424(f) of the Code (or any successor section thereto).
“ Ultimate Parent ” means the parent corporation (or if there is more than one parent corporation, the ultimate parent corporation) that, following a transaction, directly or indirectly beneficially owns a majority of the voting power of the outstanding securities entitled to vote with respect to the election of the board of directors of the Company (or its successor).
7. Withholding Taxes . If the Company or any Subsidiary shall be required to withhold any federal, state, local or foreign tax in connection with any issuance or vesting of Performance Shares or other securities pursuant to this agreement, and the amounts available to the Company or such Subsidiary for such withholding are insufficient, you shall pay the tax or make provisions that are satisfactory to the Company or such Subsidiary for the payment thereof. If permitted at such time by the Company, you may elect to satisfy all or any part of any such withholding obligation by surrendering to the Company or such Subsidiary a portion of the Performance Shares that become nonforfeitable hereunder, and the Performance Shares so surrendered by you shall be credited against any such withholding obligation at the Fair Market Value of the Common Stock underlying such Performance Shares on the date of such surrender.

8. No Special Right to Employment . Nothing in this agreement shall interfere with or limit in any way the right of the Company to terminate your employment or other performance of services at any time, nor confer upon you any right to continue in the employ or as a director or officer of, or in the performance of other services for, the Company or a Subsidiary for any period of time, or to continue your present (or any other) rate of compensation or level of responsibility. Nothing in this agreement shall confer upon you any right to be selected again as a Plan participant, and nothing in the Plan or this agreement shall provide for any adjustment to the number of Performance Shares upon the occurrence of subsequent events except as provided in the Plan.

9. Relation to Other Benefits . Any economic or other benefit to you under this agreement or the Plan shall not be taken into account in determining any benefits to which you may be entitled under any profit-sharing, retirement or other benefit or compensation plan maintained by the Company or a Subsidiary and shall not affect the amount of any life insurance coverage available to any beneficiary under any life insurance plan covering employees of the Company or a Subsidiary.

10. Amendments to Plan . Any amendment to the Plan shall be deemed to be an amendment to this agreement to the extent that the amendment is applicable hereto; provided , however , that no amendment shall adversely affect your rights under this agreement without your consent.

11. Severability . Whenever possible, each provision of this agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this agreement is held to be prohibited by or invalid under applicable law, such provision shall

4

be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this agreement.

12. Conformity with Plan . This agreement and the Performance Shares granted pursuant hereto are intended to conform in all respects with, and are subject to all applicable provisions of, the Plan (which is incorporated herein by reference). Inconsistencies between this agreement and the Plan shall be resolved in accordance with the terms of the Plan. By accepting this grant of Performance Shares on the Company’s equity administration website, you acknowledge your receipt of this agreement and the Plan and agree to be bound by all of the terms of this agreement and the Plan.

13. Successors and Assigns . Except as otherwise expressly provided herein, all covenants and agreements contained in this agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors and permitted assigns of the parties hereto whether so expressed or not.

14. Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this agreement shall be in writing and shall be deemed to have been given when (i) delivered personally, (ii) mailed by certified or registered mail, return receipt requested and postage prepaid or (iii) sent by reputable overnight courier, to the recipient. Such notices, demands and other communications shall be sent to you at the address on file with the Company and to the Company at 11825 N. Pennsylvania Street, P.O. Box 1911 (46082), Carmel, Indiana 46032, Attn: General Counsel, or to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.

15. Governing Law . THE VALIDITY, CONSTRUCTION, INTERPRETATION, ADMINISTRATION AND EFFECT OF THE PLAN, AND OF ITS RULES AND REGULATIONS, AND RIGHTS RELATING TO THE PLAN AND TO THIS AGREEMENT, SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAWS, AND APPLICABLE PROVISIONS OF FEDERAL LAW.
 
16. Descriptive Headings . The descriptive headings of this agreement are inserted for convenience only and do not constitute a part of this agreement.

17. Entire Agreement . This agreement, any written agreement between you and the Company or a Subsidiary to the extent contemplated by Section 4 hereof, and the terms of the Plan constitute the entire understanding between you and the Company, and supersede all other agreements, whether written or oral, with respect to your acquisition of the Performance Shares.

18. Section 409A.  The Performance Shares awarded hereunder are intended to comply with Section 409A of the Code, as provided under the Plan. In accordance therewith, to the extent that Section 409A(a)(2)(B)(i) (regarding certain payments to “key employees” in connection with a separation from service) requires the Company to delay payment and /or delivery of shares of Common Stock in respect of your vesting Performance Shares beyond the date(s) otherwise specified in this agreement, the Company shall pay such amounts to you upon the earliest date permitted under 409A(a)(2)(B)(i) of the Code with incurring excise tax.

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Details of the Award are set forth in the Award Summary.
To execute this agreement and confirm your understanding and acceptance of the agreements contained you must click the Accept button.

	
Very truly yours,	
 	
CNO FINANCIAL GROUP, INC.	

By: Yvonne K. Franzese, Chief Human Resources Officer	

 	

6

Exhibit 10.24

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT, dated as of the 24 day of April, 2018, is between CNO Services, LLC, an Indiana limited liability company (the “Company”), and Scott L. Goldberg (“Executive”).
    
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 April 24, 2018 (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 April 24, 2021 (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 President of Bankers Life and Casualty Company, 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 this shall not be construed as preventing Executive from serving on boards of professional, community, civic, education, charitable and corporate organizations on which he 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-competition and 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 Four Hundred Fifty Thousand Dollars ($450,000) 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 100% of Executive's Base Salary (the “Target Bonus”) and a maximum annual bonus of 200% 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 2021 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 or programs, or additional benefits, that it may adopt from time to time.

(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

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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 confidential information of the Company and its affiliates of a special and unique nature and value. As used in this Agreement, “affiliate” means any person, corporation or other entity

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controlling, controlled by or under common control with the Company, including, without limitation, CNO Financial Group, Inc. and its directly and indirectly owned subsidiaries.  For purposes of the foregoing, “control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, direct or indirect, of the power to direct or cause the direction of management and policies of the person, corporation or other entity, whether through the ownership of voting securities, by contract or otherwise. 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 Competition and 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, in any state where the Company or any of its affiliates conducts business at the time of Executive’s separation from employment, in any geographic area over which Executive has supervisory responsibility, in any geographic area where Executive actually performs services for the Company, in the State of Illinois or in the State of Indiana, (i) render any of the same services Executive performed for Company during the period of Executive’s employment with the Company, as an agent, independent contractor, consultant or otherwise, or become employed or compensated by any other corporation, person or entity that directly or indirectly competes with the Company or any of its affiliates in the business of selling or providing annuity, life, accident or health insurance products or services; (ii) compete with the Company or any of its affiliates with respect to lines of business that the Company and its affiliates derive more than a non-incidental portion of their revenue from or with respect to which the Company and its affiliates have made a significant investment in; (iii)

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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 over which Executive had supervisory or business authority while employed by the Company at the time of his separation; or (iv) 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 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;

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(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, or by Executive With Reason as so defined, within six months in anticipation of or within two years 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

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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 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.

1.	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.

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(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, or if Executive terminates his employment With Reason in a Control Termination, 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 as such bonus payment would have been paid pursuant to Section 5(b), and (ii) a cash lump sum equal to two times the sum of (A) his Target Bonus and (B) 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.

(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

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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 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.

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(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 General Counsel, 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 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

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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 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

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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. Effect of Excise Tax and Limit on Golden Parachute Payments.

(a)      Contingent Reduction of Parachute Payments . If there is a change in ownership or control of CNO that would cause any payment or distribution by the Company or any of its subsidiaries or any other person or entity to Executive or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (each, a “Payment”, and collectively, the “Payments”) to be subject to the excise tax imposed by Section 4999 of the Code (such excise tax, together with any interest or penalties incurred by Executive with respect to such excise tax, the “Excise Tax”), then Executive will receive the greatest of the following, whichever gives Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (1) the Payments or (2) one dollar less than the amount of the Payments that would subject Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the Payments is necessary so that the Payments equal the Safe Harbor Amount, then the reduction will be determined in a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to Executive, until the reduction is achieved. Any reductions pursuant to this Section shall be made in a manner intended to be consistent with the requirements of Section 409A of the Internal Revenue Code.

(b)      Determination of the Payments . All determinations required to be made under this Section, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by the Company which shall provide detailed supporting calculations to Executive. Executive shall cooperate with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.
(c)      Adjustments .      As a result of the uncertainty in the application of Section 4999 of the Code at the time of a determination hereunder, it is possible that Payments will be made which should not have been made under clause (a) of this Section (“Overpayment”) or that additional Payments which are not made pursuant to clause (a) of this Section should have been made (“Underpayment”). In the event that there is a final determination by the Internal Revenue Service, or a final determination by a court of competent jurisdiction, that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code. In the event that there is a final determination by the Internal Revenue Service, a final determination by a court of competent jurisdiction or a change in the provisions of the Code or regulations pursuant to which an Underpayment arises under this Agreement, any such Underpayment shall be promptly paid by the Company to or for

12

the benefit of Executive, together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code.
23. 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/ Yvonne K. Franzese	
Yvonne K. Franzese	
Executive Vice President	
Chief Human Resources Officer	

EXECUTIVE:	
 	
/s/ Scott L. Goldberg	
Scott L. Goldberg	

    

13

Exhibit 21
Subsidiaries of CNO Financial Group, Inc.

	
		
Name	State or Other Jurisdiction	
40|86 Advisors, Inc.	DE	
40|86 Mortgage Capital, Inc.	DE	
American Life and Casualty Marketing Division Co.	IA	
Bankers Conseco Life Insurance Company	NY	
Bankers Life Advisory Services, Inc.	IN	
Bankers Life and Casualty Company	IL	
Bankers Life Securities General Agency, Inc.	IN	
Bankers Life Securities, Inc.	IN	
Business Credit Administration Corp.	IN	
C.P. Real Estate Services Corp.	NJ	
CDOC, Inc.	DE	
CNO Financial Investments Corp.	IL	
CNO Management Services Company	TX	
CNO Services, LLC	IN	
Colonial Penn Life Insurance Company	PA	
Conseco Life Insurance Company of Texas	TX	
Conseco Marketing, L.L.C.	IN	
Design Benefit Plans, Inc.	IL	
Hawthorne Advertising Agency Incorporated	PA	
Illinois General Investment Corp.	DE	
Indiana General Investment Corp.	DE	
K.F. Agency, Inc.	IL	
K.F. Insurance Agency of Massachusetts, Inc.	MA	
Performance Matters Associates, Inc.	IN	
Resource Life Insurance Company	IL	
Washington National Insurance Company	IN	

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-108835, 333-166788, 333-217884, and 333-224819) and Form S-3 (No. 333-204039 and 333-224830) of CNO Financial Group, Inc. of our report dated February 25, 2019 relating to the consolidated financial statements and financial statement schedules and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Indianapolis, Indiana
February 25, 2019

Exhibit 31.1
CERTIFICATION

I, Gary C. Bhojwani, certify that:

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

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

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

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

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

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

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

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to 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:   February 25, 2019

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

Exhibit 31.2
CERTIFICATION

I, Erik M. Helding, certify that:

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

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

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

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

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

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

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

(d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to 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:   February 25, 2019

/s/ Erik M. Helding
Erik M. Helding
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 Annual Report of CNO Financial Group, Inc. (the "Company") on Form 10-K for the year ending December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Gary C. Bhojwani, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my actual knowledge:

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

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

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

February 25, 2019

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 Annual Report of CNO Financial Group, Inc. (the "Company") on Form 10-K for the year ending December 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Erik M. Helding, 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/ Erik M. Helding
Erik M. Helding
Executive Vice President and
Chief Financial Officer

February 25, 2019

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.