In this section, we review the consolidated financial condition of CNO and its
consolidated results of operations for the years ended December 31, 2019, 2018
and 2017 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 maintain 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
transaction, net realized investment gains (losses), fair value changes in
embedded derivative liabilities (net of related amortization), fair value
changes related to the agent deferred compensation plan, loss on extinguishment
of debt, 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 transaction, net realized investment gains
(losses), fair value changes in embedded derivative liabilities (net of related
amortization), fair value changes related to the agent deferred compensation
plan, loss on extinguishment of debt, 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.

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 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

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

was not actively marketed and was issued by Bankers Life).





In January 2020, we announced a new operating model that realigns the Company
from the operating business segments described above into two divisions -
Consumer and Worksite. The new structure will create a leaner, more integrated,
customer-centric organization that better positions us for long-term success and
shareholder value creation. Under the new structure, we will be organized around
two business divisions that reflect the customers served by the Company.

The Consumer Division will serve individual consumers, engaging with them on the
phone, online, face-to-face with agents, or through a combination of sales
channels. This structure unifies consumer capabilities into a single division
and

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integrates the strength of our agent sales forces and industry-leading direct-to-consumer business with proven experience in advertising, web/digital and call center support.



The Worksite Division will focus on worksite and group sales for businesses,
associations, and other membership groups, interacting with customers at their
place of employment. By creating a dedicated Worksite Division, we will bring a
sharper focus to this high-growth business while further capitalizing on the
strength of our recent WBD acquisition.

We will also centralize certain functional areas previously housed in the three
business segments, including marketing, business unit finance, sales training
and support, and agent recruiting, among others. We will continue to market our
products under our three primary brands: Bankers Life, Washington National and
Colonial Penn. All policy, contract, and certificate terms, conditions, and
benefits remain unchanged.

We will begin reporting under a different segment structure focused on product
types beginning in the first quarter of 2020 based on the way management will
make operating decisions and assess performance going forward. Prior period
results will be reclassified to conform to the new reporting structure.






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The following summarizes our earnings for the three years ending December 31, 2019 (dollars in millions, except per share data):


                                                          2019         2018 

2017


Adjusted EBIT (a non-GAAP financial measure) (a):
Bankers Life                                           $  300.7     $  340.6     $  367.5
Washington National                                       111.2        121.9         98.3
Colonial Penn                                              14.3         14.8         22.6
Long-term care in run-off                                  12.0         22.9         53.1
Adjusted EBIT from business segments                      438.2        500.2        541.5
Corporate Operations, excluding corporate interest
expense                                                   (17.5 )      (71.0 )      (40.3 )
Adjusted EBIT                                             420.7        429.2        501.2
Corporate interest expense                                (52.4 )      (48.0 )      (46.5 )
Operating earnings before taxes                           368.3        381.2        454.7
Tax expense on operating income                            78.3         78.1        153.8
Net operating income                                      290.0        303.1        300.9
Net realized investment gains from sales and
impairments (net of related amortization)                   2.1         

37.9 34.3 Net change in market value of investments recognized in earnings

                                                25.5        

(48.8 ) 15.0 Fair value changes in embedded derivative liabilities (net of related amortization)

                             (81.4 )       55.5         (2.5 )
Fair value changes related to agent deferred
compensation plan                                         (20.4 )       11.9        (12.2 )
Loss related to reinsurance transaction                       -       (704.2 )          -
Loss on extinguishment of debt                             (7.3 )          -            -
Other                                                     (12.6 )        1.7         (8.8 )
Non-operating income (loss) before taxes                  (94.1 )     (646.0 )       25.8
Income tax expense (benefit):
On non-operating income (loss)                            (19.8 )     

(135.7 ) 9.0 Valuation allowance for deferred tax assets and other tax items

                                                (193.7 )      107.8        142.1
Net non-operating income (loss)                           119.4       (618.1 )     (125.3 )
Net income (loss)                                      $  409.4     $ (315.0 )   $  175.6

Per diluted share:
Net operating income                                   $   1.85     $   1.83     $   1.75
Net realized investment gains from sales and
impairments (net of related amortization and taxes)         .01          .18          .13
Net change in market value of investments recognized
in earnings (net of taxes)                                  .13         

(.23 ) .06 Fair value changes in embedded derivative liabilities (net of related amortization and taxes)

                    (.41 )        .27         (.01 )
Fair value changes related to agent deferred
compensation plan (net of taxes)                           (.10 )        .06         (.05 )
Loss related to reinsurance transaction (net of taxes)        -        (4.00 )          -
Loss on extinguishment of debt (net of taxes)              (.04 )          -            -
Valuation allowance for deferred tax assets and other
tax items                                                  1.23         (.02 )       (.83 )
Other                                                      (.06 )        .01         (.03 )
Net income (loss)                                      $   2.61     $  (1.90 )   $   1.02




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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 related to the agent deferred compensation plan, net of taxes;

(vi) loss on extinguishment of debt; (vii) changes in the valuation

allowance for deferred tax assets and other tax items; and (viii) other

non-operating items consisting primarily of earnings attributable to 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; engage consumers with valuable
products, services and experiences; 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 are key strengths and
opportunities 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 buying
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 investment choices
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 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 our
       customer experience



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

profitable 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
various assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and 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".

Investment Valuation

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.



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. We
categorize our financial instruments carried at fair value into a three-level
hierarchy based on the observability of inputs. The three-level hierarchy for
fair value measurements is described in the note to the consolidated financial
statements entitled "Fair Value Measurements."


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The following summarizes our investments on our consolidated balance sheet carried at fair value by pricing source and fair value hierarchy level as of December 31, 2019 (dollars in millions):



                                   Quoted prices
                                     in active
                                    markets for
                                     identical         Significant            Significant
                                      assets        observable inputs     unobservable inputs
                                     (Level 1)          (Level 2)              (Level 3)          Total fair value
Priced by third-party pricing
services                           $      31.3     $      21,937.9       $             -         $       21,969.2
Priced by independent broker
quotations                                   -               109.3                  32.9                    142.2
Priced by matrices                           -               649.6                  24.3                    673.9
Priced by other methods (a)                  -                34.2                 156.1                    190.3
Total                              $      31.3     $      22,731.0       $         213.3         $       22,975.6

Percent of total                            .1 %              98.9 %                 1.0 %                  100.0 %


_______________

(a) Represents primarily securities benchmarked to comparable securities to compute fair value.



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 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.


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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.

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.

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".

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, 2019 as follows: 11
percent in 2020, 9 percent in 2021, 8 percent in 2022, 7 percent in 2023 and 7
percent in 2024.

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 $.6 million,
$(.4) million and $1.0 million during the years ended December 31, 2019, 2018
and 2017, respectively. We also adjust

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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 $343.3 million at
December 31, 2019 (including $135.5 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, 2018 was a
decrease of $45.3 million (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).

At December 31, 2019, the balance of insurance acquisition costs was $1.5
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
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.


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                                                                Estimated adjustment to
                                                                 income before income
                                                                    taxes based on
                                                                 revisions to certain
Change in assumptions                                                 assumptions
                                                                 (dollars in millions)
Interest-sensitive life products:
5% increase to assumed mortality                                $                 (24 )
5% decrease to assumed mortality                                            

25


15% increase to assumed expenses                                                  (10 )
15% decrease to assumed expenses                                            

10


10 basis point decrease to assumed spread                                          (7 )
10 basis point increase to assumed spread                                   

7


20% increase to assumed lapses                                                    (15 )
20% decrease to assumed lapses                                              

17


Fixed index and fixed interest annuity products:
20% increase to assumed surrenders                                                (62 )
20% decrease to assumed surrenders                                          

74


15% increase to assumed expenses                                                   (8 )
15% decrease to assumed expenses                                            

8


10 basis point decrease to assumed spread                                         (43 )
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                                                  (10 )
No increase in new money rate assumption after one year                     

(8 )

__________________


(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.


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


                                 Years ended December 31,
                                2019         2018       2017
Bankers Life:
Medicare supplement (1)         84.4 %       85.1 %    85.0 %
Long-term care (1)              90.2 %       90.1 %    89.9 %
Fixed index annuities (2)       90.7 %       90.9 %    91.2 %
Other annuities (2)             82.3 %       83.0 %    85.2 %
Life (1)                        89.5 %       88.5 %    87.5 %
Washington National:
Medicare supplement (1)         84.8 %       84.9 %    85.3 %
Supplemental health (1)         88.9 %       89.3 %    89.2 %
Life (1)                        92.2 %       91.8 %    90.6 %
Colonial Penn:
Life (1)                        82.9 %       83.1 %    83.4 %

Long-term care in run-off (1) 90.4 % 90.7 % 91.2 %

_____________________

(1) Based on number of inforce policies.

(2) Based on the percentage of the inforce block persisting.


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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:



                                                               2019         

2018


                                                               (Dollars in 

millions)


Amounts classified as future policy benefits:
Active life reserves                                     $    3,876.9

$ 3,873.3 Reserves for the present value of amounts not yet due on claims

                                                     1,461.7       

1,404.6

Premium deficiency reserves assuming net unrealized gains had been realized

                                          75.5                  -
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                                                          217.9              211.7
Total                                                         5,632.0            5,489.6
Reinsurance receivables                                       3,087.6            3,030.3
Long-term care reserves, net of reinsurance
receivables                                              $    2,544.4        $   2,459.3



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.

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 2018 claim reserve redundancy for long-term care
claim reserves in our Bankers Life segment, as measured at December 31, 2019,
was approximately $2.0 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 2019 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.

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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 using a deferred tax valuation model. 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, the recapture of business
previously ceded and tax planning strategies. Our estimates of future taxable
income are based on evidence we consider to be objective and verifiable. At
December 31, 2019, our projection of future taxable income for purposes of
determining the valuation allowance is based on our adjusted average annual
baseline taxable income which is assumed to increase by approximately 3.5% for
the next five years, and level taxable income thereafter, plus the incremental
increase to non-life taxable income associated with a tax planning strategy.
Based on our assessment, we have concluded that it is more likely than not that
all our deferred tax assets of $428.9 million will be realized through future
taxable earnings. Therefore, the Company released its remaining valuation
allowance of $193.7 million in the fourth quarter of 2019.

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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Pursuant to the Tax Reform Act, NOLs generated subsequent to 2017 do not have an
expiration date. We have $2.5 billion of federal NOLs as of December 31, 2019,
as summarized below (dollars in millions):

                                          Net operating loss
          Year of expiration                 carryforwards
                 2023                    $            1,424.3
                 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                           2,010.9
Post 2017 life NOLs with no expiration                  523.6
Total federal NOLs                       $            2,534.5



The loss on the reinsurance transaction that was completed in September 2018
resulted in a life NOL. 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 two 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.
Liabilities for Insurance Products

At December 31, 2019, the total balance of our liabilities for insurance
products was $24.4 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.

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RESULTS OF OPERATIONS

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



                                                    2019           2018     

2017


Pre-tax operating earnings (a non-GAAP measure)
(a):
Bankers Life                                    $    300.7     $    340.6     $    367.5
Washington National                                  111.2          121.9           98.3
Colonial Penn                                         14.3           14.8           22.6
Long-term care in run-off                             12.0           22.9           53.1
Corporate operations                                 (69.9 )       (119.0 )        (86.8 )
                                                     368.3          381.2          454.7
Loss related to reinsurance transactions:
Corporate operations                                     -         (704.2 )            -
                                                         -         (704.2 )            -
Net realized investment gains (losses), net of
related amortization:
Bankers Life                                          26.2           13.5           29.8
Washington National                                   24.2           (9.9 )         11.7
Colonial Penn                                          3.4           (2.4 )            -
Long-term care in run-off                             (6.5 )         (4.5 )         10.8
Corporate operations                                 (19.7 )         (7.6 )         (3.0 )
                                                      27.6          (10.9 )         49.3
Fair value changes in embedded derivative
liabilities, net of related amortization:
Bankers Life                                         (80.5 )         55.0           (2.7 )
Washington National                                    (.9 )           .5             .2
                                                     (81.4 )         55.5           (2.5 )
Earnings attributable to VIEs:
Corporate operations                                   2.1            1.6           (8.8 )
Net revenue pursuant to transition services
agreement, net of taxes:
Corporate operations                                   1.2             .1              -
Fair value changes related to agent deferred
compensation plan:
Corporate operations                                 (20.4 )         11.9          (12.2 )
Other expenses:
Corporate operations                                 (15.9 )            -              -
Loss on extinguishment of debt:
Corporate operations                                  (7.3 )            -              -
Income (loss) before income taxes:
Bankers Life                                         246.4          409.1          394.6
Washington National                                  134.5          112.5          110.2
Colonial Penn                                         17.7           12.4           22.6
Long-term care in run-off                              5.5           18.4           63.9
Corporate operations                                (129.9 )       (817.2 )       (110.8 )
Income (loss) before income taxes               $    274.2     $   (264.8 )   $    480.5



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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 transaction, net realized investment gains (losses),

fair value changes in embedded derivative liabilities, net of related

amortization, fair value changes related to the agent deferred compensation

plan, loss on extinguishment of debt, net revenue pursuant to transition

services agreement, 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 transaction, realized investment gains (losses), fair
value changes in embedded derivative liabilities, net of related amortization,
fair value changes related to the agent deferred compensation plan, loss on
extinguishment of debt, net revenue pursuant to transition services agreement
and 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 was 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)



                                                    2019           2018           2017
Premium collections:
Annuities                                       $  1,305.4     $  1,163.2     $  1,030.6
Medicare supplement and other supplemental
health                                             1,020.2        1,019.0        1,025.1
Life                                                 467.4          466.0          462.4
Total collections                               $  2,793.0     $  2,648.2     $  2,518.1
Average liabilities for insurance products:
Fixed index annuities                           $  6,607.4     $  5,788.9     $  5,139.6
Fixed interest annuities                           2,272.6        2,590.1   

2,899.5


SPIAs and supplemental contracts:
Mortality based                                      139.5          147.9          160.5
Deposit based                                        140.8          144.1          149.0
Health:
Long-term care                                     2,012.0        1,907.1        1,805.1
Medicare supplement                                  309.7          314.3          334.9
Other health                                          62.5           59.8           55.9
Life:
Interest sensitive                                   882.5          829.1          778.2
Non-interest sensitive                             1,224.1        1,159.8        1,089.9
Total average liabilities for insurance
products, net of reinsurance ceded              $ 13,651.1     $ 12,941.1     $ 12,412.6
Broker dealer and registered investment advisor
client assets:
Net new client assets (a)
Brokerage                                       $     32.9     $     40.5     $     35.0
Advisory                                             144.2          157.0          116.0
Total                                           $    177.1     $    197.5     $    151.0
Client assets at end of period (b)
Brokerage                                       $    982.9     $    794.1     $    831.3
Advisory                                             532.1          310.8          171.3
Total                                           $  1,515.0     $  1,104.9     $  1,002.6





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                                                    2019           2018           2017
Revenues:
Insurance policy income                         $  1,457.3     $  1,458.5     $  1,473.7
Net investment income:
General account invested assets                      782.2          804.4   

764.7


Fixed index products                                 147.5          (41.5 ) 

153.5


Fee revenue and other income                          75.2           51.9           44.1
Total revenues                                     2,462.2        2,273.3        2,436.0
Expenses:
Insurance policy benefits                          1,157.6        1,175.3        1,151.6
Amounts added to policyholder account
liabilities:
Cost of interest credited to policyholders            93.7           98.1   

105.0


Cost of options to fund index credits, net of
forfeitures                                           98.8           81.4   

63.7

Market value changes credited to policyholders 149.2 (42.9 )

154.6


Amortization related to operations                   176.3          171.3   

153.3


Interest expense on investment borrowings             32.3           29.7   

19.8


Commission expense and distribution fees              72.3           60.9   

55.7


Other operating costs and expenses                   381.3          358.9   

364.8


Total benefits and expenses                        2,161.5        1,932.7   

2,068.5


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                                         300.7          340.6   

367.5


Net realized investment gains (losses)                26.9           13.2   

30.8


Amortization related to net realized investment
gains (losses)                                         (.7 )           .3           (1.0 )
Net realized investment gains (losses), net of
related amortization                                  26.2           13.5   

29.8


Insurance policy benefits - fair value changes
in embedded derivative liabilities                  (100.7 )         66.7           (3.4 )
Amortization related to fair value changes in
embedded derivative liabilities                       20.2          (11.7 ) 

.7


Fair value changes in embedded derivative
liabilities, net of related amortization             (80.5 )         55.0           (2.7 )
Income before income taxes                      $    246.4     $    409.1     $    394.6



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                                                    2019           2018           2017
Health benefit ratios:
All health lines:
Insurance policy benefits                       $    871.7     $    876.1     $    853.0
Benefit ratio (c)                                     85.8 %         85.6 %         82.2 %
Medicare supplement:
Insurance policy benefits                       $    562.2     $    571.8     $    550.6
Benefit ratio (c)                                     73.8 %         74.5 %         70.8 %
A 1% change in the annual Medicare supplement
benefit ratio is approximately equivalent to a
$7.6 million change in insurance policy
benefits.
Long-term care:
Insurance policy benefits                       $    309.5     $    304.3     $    302.4
Benefit ratio (c)                                    121.7 %        119.0 %        116.2 %
Interest-adjusted benefit ratio (d)                   77.1 %         76.0 %         75.0 %
A 1% change in the annual long-term care
interest-adjusted benefit ratio is
approximately equivalent to a $2.4 million
change in insurance policy benefits.


______________

(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.

(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 $113.4
million, $110.1 million and $107.1 million in 2019, 2018 and 2017, 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.

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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 $2,793.0 million in 2019, up 5.5 percent from
2018, and $2,648.2 million in 2018, up 5.2 percent from 2017, primarily driven
by sales of fixed index annuities. See "Premium Collections" for further
analysis of Bankers Life's premium collections.

Average liabilities for insurance products, net of reinsurance ceded were $13.7
billion in 2019, up 5.5 percent from 2018 and $12.9 billion in 2018, up 4.3
percent from 2017. The increase in average liabilities for insurance products is
primarily due to new sales and the amounts added to policyholder account
liabilities on interest-sensitive products.

Broker dealer and registered investment advisor client assets totaled $1,515.0
million and $1,104.9 million at December 31, 2019 and 2018, respectively, with
net inflows of $177.1 million and $197.5 million in 2019 and 2018, 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) decreased 2.8 percent, to $782.2 million, in 2019
and increased 5.2 percent, to $804.4 million, in 2018. The decrease in 2019
reflects: (i) lower investment income from alternative investments; (ii) lower
prepayment income (including call premiums); and (iii) lower investment yields
partially offset by higher average investments in this segment. The lower yields
in 2019 are primarily due to lower market yields in general, as well as
repositioning a portion of our portfolio into higher rated investments in the
first quarter of 2019. Alternative investments are typically reported a quarter
in arrears. Alternative investments earned satisfactory returns in 2019 relative
to our expectations, but were less than 2018. Investment income from alternative
investments was $41.8 million, $48.7 million and $26.2 million in 2019, 2018 and
2017 respectively. In addition, prepayment income (including call premiums) was
$11.5 million, $18.6 million and $27.7 million in 2019, 2018 and 2017,
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 $147.5 million, $(41.5) million and $153.5 million in
2019, 2018 and 2017, respectively. Such amounts were substantially offset by the
corresponding charge (credit) to amounts added to policyholder account
liabilities - 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 liabilities 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 $75.2 million, $51.9 million and $44.1 million
in 2019, 2018 and 2017, respectively. We recognized fee income of $57.1 million,
$35.5 million and $30.8 million in 2019, 2018 and 2017, respectively, pursuant
to distribution and marketing agreements to sell third-party products (primarily
Medicare Advantage) of other insurance companies. The increase in fee income in
2019 from the sales of third-party products primarily reflects increased sales
and changes in the assumptions used to estimate revenues on these sales. Such
assumptions are based on a larger pool of historical information related to
renewal patterns and resulted in the recognition of $11.3 million of additional
fee revenue and $4.8 million of additional distribution expense in the fourth
quarter of 2019. The remaining increase in fee revenue in 2019 and 2018 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 2019, we completed our comprehensive review of
actuarial assumptions. Such review resulted in a decrease to reserves of $1.4
million and an increase in amortization of $12.2 million including the impact
from changes in earned rate, credited rate, mortality rate and surrender rate
assumptions related to fixed index and fixed interest annuities and
interest-sensitive life products. In the fourth quarter of 2018, our
comprehensive 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

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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.



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 73.8 percent, 74.5 percent and 70.8 percent in 2019, 2018
and 2017, respectively. Beginning in 2018, our margins reflect 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 higher benefit ratios in 2019 and 2018. 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 reserve developments of prior period claim reserves of
approximately $1.8 million, $.7 million and $6.0 million in 2019, 2018 and 2017,
respectively. Excluding the effects of prior period claim reserve redundancies
and deficiencies, our benefit ratios would have been 74.1 percent, 74.5 percent
and 71.5 percent in 2019, 2018 and 2017, respectively. The benefit ratio in 2019
on this Medicare supplement business was in line with our previously announced
expectations which were in the range of 73 percent to 77 percent for 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 121.7 percent, 119.0
percent and 116.2 percent in 2019, 2018 and 2017, respectively. The
interest-adjusted benefit ratio on this business was 77.1 percent, 76.0 percent
and 75.0 percent in 2019, 2018 and 2017, 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 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 2017, excluding such
favorable reserve releases, was 76.3 percent. The interest-adjusted benefit
ratio in 2019 on this long-term care business was in line with our previously
announced expectations which were in the range of 74 percent to 79 percent for
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 liabilities - cost of interest credited to
policyholders were $93.7 million, $98.1 million and $105.0 million in 2019, 2018
and 2017, respectively. The weighted average crediting rates for these products
was 2.9 percent in 2019 and 2.8 percent in both 2018 and 2017. The average
liabilities of the fixed interest annuity block were $2.3 billion, $2.6 billion
and $2.9 billion in 2019, 2018 and 2017, 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 liabilities 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-

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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.

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.

Commission expense and distribution fees were higher in 2019 due to higher sales
of insurance products, including the sales of third-party Medicare Advantage
policies.

Other operating costs and expenses in our Bankers Life segment were $381.3 million in 2019, up 6.2 percent from 2018, and were $358.9 million in 2018, down 1.6 percent from 2017. The increase in other operating expenses in 2019 was primarily due to higher expenses related to growth initiatives.



Net realized investment gains (losses) fluctuate each period. During 2019, we
recognized net realized investment gains of $26.9 million, which were comprised
of: (i) $17.2 million of net gains from the sales of investments; (ii) a $9.5
million favorable change in the fair value of equity securities; (iii) the
increase in fair value of certain fixed maturity investments with embedded
derivatives of $5.6 million; and (iv) $5.4 million of writedowns of investments
for other than temporary declines in fair value recognized through net income.
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.

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 $.7 million,
$(.3) million and $1.0 million in 2019, 2018 and 2017, 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. Over the life of an annuity policy, the fair value changes in
the embedded derivative related to such policy are classified as non-operating
earnings and will net to zero. These changes solely reflect fluctuations in the
discount rate used to determine the embedded derivative liability and do not
reflect the actual costs of the options purchased to support the benefits
accruing to the fixed index annuity.

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)



                                                    2019           2018     

2017


Premium collections:
Supplemental health and other health            $    632.3     $    613.0     $    589.1
Medicare supplement                                   40.9           46.3           51.6
Life                                                  36.8           32.2           30.0
Annuity                                                1.0            1.3             .9
Total collections                               $    711.0     $    692.8     $    671.6
Average liabilities for insurance products:
Fixed index annuities                           $    252.0     $    283.3     $    314.2
Fixed interest annuities                              81.8           90.3   

97.9


SPIAs and supplemental contracts:
Mortality based                                      214.2          219.5          232.1
Deposit based                                        272.1          270.6          269.5
Separate Accounts                                      4.6            4.8            4.7
Health:
Supplemental health                                3,005.7        2,867.5        2,732.0
Medicare supplement                                   17.9           20.7           24.8
Other health                                          10.1           11.8           13.5
Life:
Interest sensitive life                              149.1          149.2          149.2
Non-interest sensitive life                          162.4          166.6          175.0
Total average liabilities for insurance
products, net of reinsurance ceded              $  4,169.9     $  4,084.3     $  4,012.9
Revenues:
Insurance policy income                         $    700.8     $    687.6     $    671.4
Net investment income (loss):
General account invested assets                      255.5          261.1   

257.5


Fixed index products                                   4.5           (1.5 ) 

9.0


Trading account income related to policyholder
accounts                                                 -             .2   

3.7


Fee revenue and other income                          14.2             .9            1.0
Total revenues                                       975.0          948.3          942.6
Expenses:
Insurance policy benefits                            550.9          540.9          550.7
Amounts added to policyholder account
liabilities:
Cost of interest credited to policyholders            12.4           12.8   

12.9


Cost of options to fund index credits, net of
forfeitures                                            4.5            4.6   

4.4


Market value changes credited to policyholders         4.4           (1.8 ) 

13.1


Amortization related to operations                    58.5           55.8   

58.8


Interest expense on investment borrowings             12.4           10.8   

6.3


Commission expense                                    84.1           73.9   

69.8


Other operating costs and expenses                   136.6          129.4   

128.3


Total benefits and expenses                          863.8          826.4   

844.3


Income before net realized investment gains
(losses) and fair value changes in embedded
derivative liabilities, net of related
amortization, and income taxes                       111.2          121.9   

98.3


Net realized investment gains (losses)                24.1          (10.0 ) 

11.7


Amortization related to net realized investment
gains (losses)                                          .1             .1              -
Net realized investment gains (losses), net of
related amortization                                  24.2           (9.9 ) 

11.7


Insurance policy benefits - fair value changes
in embedded derivative liabilities                    (2.6 )          1.6   

.5


Amortization related to fair value changes in
embedded derivative liabilities                        1.7           (1.1 )          (.3 )
Fair value changes in embedded derivative
liabilities, net of related amortization               (.9 )           .5             .2
Income before income taxes                      $    134.5     $    112.5     $    110.2



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                                                    2019           2018           2017
Health benefit ratios:
Supplemental health:
Insurance policy benefits                       $    496.4     $    486.0     $    489.8
Benefit ratio (a)                                     78.8 %         79.5 %         83.2 %
Interest-adjusted benefit ratio (b)                   54.8 %         55.4 %         59.1 %
A 1% change in the annual interest-adjusted
benefit ratio is approximately equivalent to a
$6.3 million change in insurance policy
benefits.
Medicare supplement:
Insurance policy benefits                       $     28.9     $     32.8     $     37.0
Benefit ratio (a)                                     71.4 %         68.9 %         68.1 %



_________________

(a) We calculate benefit ratios by dividing the related product's insurance


     policy benefits by insurance policy income.


(b)  We calculate the interest-adjusted benefit ratio (a non-GAAP measure) for
     Washington National's supplemental health products by dividing such

product's insurance policy benefits less the imputed interest income on the

accumulated assets backing the insurance liabilities by policy income. These

are considered non-GAAP financial measures. A non-GAAP measure is a

numerical measure of a company's performance, financial position, or cash

flows that excludes or includes amounts that are normally excluded or

included in the most directly comparable measure calculated and presented in


     accordance with GAAP.



These non-GAAP financial measures of "interest-adjusted benefit ratios" differ
from "benefit ratios" due to the deduction of imputed interest income on the
accumulated assets backing the insurance liabilities from the product's
insurance policy benefits used to determine the ratio. Interest income is an
important factor in measuring the performance of health products that are
expected to be inforce for a longer duration of time, are not subject to
unilateral changes in provisions (such as non-cancelable or guaranteed renewable
contracts) and require the performance of various functions and services
(including insurance protection) for an extended period of time. The net cash
flows from supplemental health products generally cause an accumulation of
amounts in the early years of a policy (accounted for as reserve increases) that
will be paid out as benefits in later policy years (accounted for as reserve
decreases). Accordingly, as the policies age, the benefit ratio will typically
increase, but the increase in benefits will be partially offset by the imputed
interest income earned on the accumulated assets. The interest-adjusted benefit
ratio reflects the effects of such interest income offset (which is equal to the
tabular interest on the related insurance liabilities). Since interest income is
an important factor in measuring the performance of these products, management
believes a benefit ratio that includes the effect of interest income is useful
in analyzing product performance. We utilize the interest-adjusted benefit ratio
in measuring segment performance because we believe that this performance
measure is a better indicator of the ongoing businesses and trends in the
business. However, the "interest-adjusted benefit ratio" does not replace the
"benefit ratio" as a measure of current period benefits to current period
insurance policy income. Accordingly, management reviews both "benefit ratios"
and "interest-adjusted benefit ratios" when analyzing the financial results
attributable to these products. The imputed investment income earned on the
accumulated assets backing the supplemental health reserves was $151.5 million,
$147.2 million and $141.7 million in 2019, 2018 and 2017, respectively.

Total premium collections were $711.0 million in 2019, up 2.6 percent from 2018,
and $692.8 million in 2018, up 3.2 percent from 2017, 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 $4,169.9 million in 2019, up 2.1 percent from 2018, and $4,084.3 million in 2018, up 1.8 percent from 2017, 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 $255.5 million in 2019,
$261.1 million in 2018 and $257.5 million in 2017. Net investment income on
general account invested assets in 2019 reflects lower investment income from
alternative investments as well as lower investment yields, as compared to 2018.
The lower yields in 2019 are primarily due to lower market yields in general, as
well as repositioning a portion of our portfolio into higher rated investments
in the first quarter of 2019. Alternative investments are typically reported a
quarter in arrears. Alternative investments earned satisfactory returns in 2019
relative to our expectations, but were less than 2018. Investment income from
alternative investments was $10.8 million, $12.4 million and $7.3 million in
2019, 2018 and 2017, respectively. Prepayment income (including call premiums)
was $4.7 million, $3.8 million and $5.9 million in 2019, 2018 and 2017,
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 $4.5 million, $(1.5) million and $9.0 million in 2019,
2018 and 2017, respectively. Such amounts were substantially offset by the
corresponding charge to amounts added to policyholder account liabilities -
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 liabilities 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.

Fee revenue and other income increased in 2019 due to the fee income recognized
by WBD subsequent to its acquisition as further described in the note to the
consolidated financial statements entitled "Business and Basis of Presentation".

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 2019, we completed our comprehensive annual review of
actuarial assumptions. Such review resulted in a decrease in amortization of
$2.2 million, partially offset by an increase in reserves of $1.4 million,
primarily related to fixed index annuities. In the fourth quarter of 2018, our
comprehensive annual 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.

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 $133.2 million, $125.3 million and $98.7
million in 2019, 2018 and 2017, respectively. The increase in margin on this
block of business in 2019 reflects the growth in the block and lower claims
experience. The increase in margin on this block of business

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in 2018, compared to 2017, 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 78.8 percent, 79.5 percent and 83.2 percent in 2019, 2018 and 2017,
respectively. The interest-adjusted benefit ratio on this supplemental health
business was 54.8 percent, 55.4 percent and 59.1 percent in 2019, 2018 and 2017,
respectively. The interest-adjusted benefit ratio in 2019 on this supplemental
health business was slightly better than our previously announced expectations
which were in the range of 55 percent to 58 percent for 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
insurance policy benefits) on these products were $11.6 million, $14.8 million
and $17.4 million in 2019, 2018 and 2017, respectively. Such decrease reflects
the run-off of this block of business.

Amounts added to policyholder account liabilities - cost of interest credited to
policyholders were $12.4 million, $12.8 million and $12.9 million in 2019, 2018
and 2017, respectively.

Amounts added to policyholder account liabilities 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 $12.4 million, $10.8
million and $6.3 million of interest expense on collateralized borrowings in
2019, 2018 and 2017, 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.

Commission expense was $84.1 million, $73.9 million and $69.8 million in 2019,
2018 and 2017, respectively. The increase in commission expense is consistent
with the growth in the supplemental health block.

Other operating costs and expenses were $136.6 million, $129.4 million and
$128.3 million in 2019, 2018 and 2017, respectively. The increase in other
operating costs and expenses in 2019 is primarily due to the expenses recognized
by WBD subsequent to its acquisition as further described in the note to the
consolidated financial statements entitled "Business and Basis of Presentation".

Net realized investment gains (losses) fluctuate each period. During 2019, we
recognized net realized investment gains of $24.1 million, which were comprised
of: (i) $14.6 million of net gains from the sales of investments; (ii) a $1.6
million favorable change in the fair value of equity securities; (iii) an
increase in fair value of certain fixed maturity investments with embedded
derivatives of $2.6 million; and (iv) the increase in fair value of embedded
derivatives related to a modified coinsurance agreement of $5.3 million. 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

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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.



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. Over the life of an annuity policy, the fair value changes in
the embedded derivative related to such policy are classified as non-operating
earnings and will net to zero. These changes solely reflect fluctuations in the
discount rate used to determine the embedded derivative liability and do not
reflect the actual costs of the options purchased to support the benefits
accruing to the fixed index annuity.

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)



                                                    2019           2018           2017
Premium collections:
Life                                            $    307.0     $    296.6     $    289.6
Medicare supplement and other health                   1.3            1.7   

2.0


Total collections                               $    308.3     $    298.3     $    291.6
Average liabilities for insurance products:
SPIAs - mortality based                         $     67.5     $     69.6     $     73.0
Health:
Medicare supplement                                    4.2            5.0            5.7
Other health                                           3.2            3.7            4.1
Life:
Interest sensitive                                    12.0           14.7           15.5
Non-interest sensitive                               751.2          739.8          717.5
Total average liabilities for insurance
products, net of reinsurance ceded              $    838.1     $    832.8     $    815.8
Revenues:
Insurance policy income                         $    308.8     $    298.6     $    291.8
Net investment income on general account
invested assets                                       42.2           44.6           44.4
Fee revenue and other income                           1.5            1.8            1.3
Total revenues                                       352.5          345.0          337.5
Expenses:
Insurance policy benefits                            209.1          206.6          199.0
Amounts added to annuity and interest-sensitive
life product account balances                           .6             .6   

.6


Amortization related to operations                    18.6           17.8   

16.3


Interest expense on investment borrowings              1.5            1.4   

.9


Commission expense                                     1.3            1.4   

1.4


Other operating costs and expenses                   107.1          102.4   

96.7


Total benefits and expenses                          338.2          330.2   

314.9


Income before net realized investment losses
and income taxes                                      14.3           14.8   

22.6


Net realized investment gains (losses)                 3.4           (2.4 )            -
Income before income taxes                      $     17.7     $     12.4     $     22.6



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. This segment's earnings
(before net realized investment gains (losses) and income taxes) in 2019 were in
line with our previously announced expectations which were in the range of $12
million to $16 million for 2019.

Total premium collections increased 3.4 percent, to $308.3 million, in 2019 and
2.3 percent, to $298.3 million, in 2018. 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 business 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 decreased in 2019 primarily due to lower investment yields compared to 2018.



Insurance policy benefits 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 favorable changes to liabilities
for insurance products including a $2.5 million out-of-period adjustment and a
$.5 million refinement to the calculation.

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 2019 as compared to 2018. 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 2019, we
recognized net realized investment gains of $3.4 million, which were comprised
of: (i) $3.1 million of net gains from the sales of investments; (ii) a $.2
million favorable change in the fair value of equity securities; and (iii) the
increase in fair value of certain fixed maturity investments with embedded
derivatives of $.1 million. 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.

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):

                                               2019        2018        2017
Adjusted EBIT from In-force Business
Revenues:
Insurance policy income                      $ 257.2     $ 251.6     $ 

241.8


Net investment income and other                 43.7        46.4        45.7
Total revenues                                 300.9       298.0       287.5
Benefits and expenses:
Insurance policy benefits                      177.2       178.6       169.2
Amortization                                    17.0        17.2        15.6
Other expenses                                  34.9        36.4        33.9
Total benefits and expenses                    229.1       232.2       218.7

Adjusted EBIT from In-force Business $ 71.8 $ 65.8 $ 68.8



Adjusted EBIT from New Business
Revenues:
Insurance policy income                      $  51.6     $  47.0     $  

50.0


Net investment income and other                    -           -           -
Total revenues                                  51.6        47.0        50.0
Benefits and expenses:
Insurance policy benefits                       32.5        28.6        30.4
Amortization                                     1.6          .6          .7
Other expenses                                  75.0        68.8        65.1
Total benefits and expenses                    109.1        98.0        96.2
Adjusted EBIT from New Business              $ (57.5 )   $ (51.0 )   $ 

(46.2 )



Adjusted EBIT from In-force and New Business
Revenues:
Insurance policy income                      $ 308.8     $ 298.6     $ 

291.8


Net investment income and other                 43.7        46.4        45.7
Total revenues                                 352.5       345.0       337.5
Benefits and expenses:
Insurance policy benefits                      209.7       207.2       199.6
Amortization                                    18.6        17.8        16.3
Other expenses                                 109.9       105.2        99.0
Total benefits and expenses                    338.2       330.2       314.9

Adjusted EBIT from In-force and New Business $ 14.3 $ 14.8 $ 22.6






The Adjusted EBIT from in-force business in the Colonial Penn segment increased
in 2019, as compared to 2018, reflecting growth in the block. The Adjusted EBIT
from new business in the Colonial Penn segment in 2019 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.

                                                     2019           2018           2017
Premium collections:
Long-term care (all renewal)                     $     13.5     $    145.8     $    205.2

Average liabilities for insurance products:
Average liabilities for long-term care products,
net of reinsurance ceded                         $    570.1     $  2,857.7     $  3,754.7

Revenues:
Insurance policy income                          $     13.9     $    148.4     $    210.4
Net investment income on general account
invested assets                                        33.0          172.7          223.7
Total revenues                                         46.9          321.1          434.1
Expenses:
Insurance policy benefits                              32.5          271.3          344.2
Amortization                                              -            7.0           10.3
Commission expense                                       .4            1.3            1.8
Other operating costs and expenses                      2.0           18.6  

24.7


Total benefits and expenses                            34.9          298.2  

381.0


Income (loss) before net realized investment
gains (losses) and income taxes                        12.0           22.9  

53.1


Net realized investment gains (losses)                 (6.5 )         (4.5 )         10.8
Income (loss) before income taxes                $      5.5     $     18.4     $     63.9



                                      2019       2018        2017
Health benefit ratios:
Long-term care:
Insurance policy benefits           $ 32.6     $ 271.3     $ 344.2
Benefit ratio (a)                    234.6 %     182.8 %     163.6 %

Interest-adjusted benefit ratio (b) 35.4 % 79.1 % 69.1 %

_______________

(a) We calculate benefit ratios by dividing the related product's insurance


     policy benefits by insurance policy income.


(b)  We calculate the interest-adjusted benefit ratio (a non-GAAP measure) for

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 (such as non-cancelable or guaranteed renewable
contracts) and require the performance of various functions and

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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 $27.7 million, $153.9
million and $198.8 million in 2019, 2018 and 2017, respectively.

Average liabilities for long-term care products decreased 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 $75.5 million and $130 million in 2019 and 2017, 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 $32.5 million, $271.3 million and $344.2 million
in 2019, 2018 and 2017, respectively. The interest-adjusted benefit ratio on the
business in this segment was 35.4 percent, 79.1 percent and 69.1 percent in
2019, 2018 and 2017, respectively. Our 2019 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 2019, we
recognized net realized investment losses of $6.5 million, which were comprised
of: (i) $3.0 million of net losses from the sales of investments; (ii) a $.5
million favorable change in the fair value of equity securities; and (iii) $4.0
million of writedowns of investments for other than temporary declines in fair
value recognized through net income. 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.


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Corporate Operations (dollars in millions)


                                                    2019           2018     

2017


Corporate operations:
Interest expense on corporate debt              $    (52.4 )   $    (48.0 )   $    (46.5 )
Net investment income (loss):
General investment portfolio                           5.0            6.6   

5.6


Other special-purpose portfolios:
COLI                                                  15.0          (17.8 ) 

17.4


Investments held in a rabbi trust                      7.6           (2.7 ) 

3.4


Other trading account activities                       8.8            8.3   

9.1


Fee revenue and other income                          37.5            6.7   

8.5


Other operating costs and expenses                   (91.4 )        (72.1 )        (84.3 )
Loss before net realized investment losses,
earnings attributable to VIEs, fair value
changes related to agent deferred compensation
plan, loss related to reinsurance transaction,
net revenue pursuant to transition services
agreement, loss on extinguishment of debt and
income taxes                                         (69.9 )       (119.0 )        (86.8 )
Net realized investment losses                       (19.7 )         (7.6 )         (3.0 )
Earnings attributable to VIEs                          2.1            1.6           (8.8 )
Fair value changes related to agent deferred
compensation plan                                    (20.4 )         11.9          (12.2 )
Net revenue pursuant to transition services
agreement                                              1.2             .1              -
Other expenses                                       (15.9 )            -              -
Loss related to reinsurance transaction                  -         (704.2 )            -
Loss on extinguishment of debt                        (7.3 )            -              -
Loss before income taxes                        $   (129.9 )   $   (817.2 )   $   (110.8 )



Interest expense on corporate debt was $52.4 million, $48.0 million and $46.5
million in 2019, 2018 and 2017, respectively. Our average corporate debt
outstanding was $966.1 million in 2019 and $925.0 million in both 2018 and 2017.
The average interest rate on our debt was 5.1 percent, 4.8 percent and 4.8
percent in 2019, 2018 and 2017, respectively. Average corporate debt outstanding
and the average interest rate were impacted by the debt refinancing transaction
completed in June 2019 (as further discussed in the note to the consolidated
financial statements entitled "Notes Payable - Direct Corporate Obligations")
along with the mix of interest rates on the related outstanding borrowings.

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; and (iii) income (loss) from
Company-owned life insurance ("COLI") equal to the difference between the return
on these investments (representing the change in value of the underlying
investments) and our overall portfolio yield. 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, 2019, our COLI assets had a carrying value
of $194.0 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. In addition, other income in
2019 reflected the favorable impact of legal recoveries from settlements with
third parties.

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Other operating costs and expenses include general corporate expenses, net of
amounts charged to subsidiaries for services provided by the corporate
operations. These amounts fluctuate as a result of expenses such as legal,
consulting and regulatory expenses which often vary from period to period and
were higher in 2019.

Net realized investment losses often fluctuate each period. During 2019, net
realized investment losses in this segment were $19.7 million and were comprised
of: (i) a $.1 million favorable change in the fair value of equity securities
(none of which was recognized by the VIEs); (ii) $11.7 million of net losses
from the sales of investments (including $12.4 million of net losses recognized
by the VIEs and $.7 million of net gains on other investment sales); (iii) $5.1
million of losses related to the dissolution of a VIE; and (iv) $3.0 million of
writedowns of investments held by VIEs due to other-than-temporary declines in
value. 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.

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 related to agent deferred compensation plan relate to changes
in the underlying actuarial assumptions used to value liabilities for our agent
deferred compensation plan.

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.

Other expenses in 2019 include one-time expenses associated with: (i) the new
operating model announced in early January 2020 to create a more
customer-centric structure and improve operating performance; and (ii) a new
strategic technology partnership with two leading, global technology solutions
providers for our application development, maintenance and testing functions as
well as IT infrastructure and cybersecurity services. The new operating model is
expected to reduce run rate expenses by approximately $11 million per year
beginning in 2021. The technology partnership is expected to deliver
approximately $20 million in savings over five years with insignificant savings
in the early years grading up to $8 million annually by 2024.

Loss related to reinsurance transaction 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) as
further described in the note to the consolidated financial statements entitled
"Summary of Significant Accounting Policies - Reinsurance".

Loss on extinguishment of debt in 2019 of $7.3 million consisted of: (i) a premium of $6.1 million due to the redemption of the 4.500% Senior Notes due May 2020 (the "2020 Notes"); and (ii) $1.2 million related to the write-off of unamortized issuance costs due to the redemption of the 2020 Notes.


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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, S&P, Fitch and
Moody's are "A-", "A-", "A-" and "A3", 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 $3,825.8 million in 2019, up 1.1 percent from
2018, and $3,785.1 million in 2018, up 2.6 percent from 2017. First year
collected premiums were $1,626.4 million in 2019, up 9.6 percent from 2018, and
$1,484.5 million in 2018, up 8.0 percent from 2017. Total premiums collected are
summarized as follows (dollars in millions):

                             2019         2018         2017
First year:
Bankers Life              $ 1,497.8    $ 1,361.1    $ 1,245.6
Washington National            76.9         76.5         78.4
Colonial Penn                  51.7         46.9         50.1
Total first year            1,626.4      1,484.5      1,374.1

Renewal:
Bankers Life                1,295.2      1,287.1      1,272.5
Washington National           634.1        616.3        595.0
Colonial Penn                 256.6        251.4        241.5

Long-term care in run-off 13.5 145.8 205.2 Total renewal

               2,199.4      2,300.6      2,314.2

Total premiums collected $ 3,825.8 $ 3,785.1 $ 3,688.3


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Total premium collections by segment were as follows:

Bankers Life (dollars in millions)



                                                    2019           2018     

2017


Premiums collected by product:
Annuities:
Fixed index (first-year)                        $  1,241.2     $  1,112.0     $    964.7
Other fixed interest (first-year)                     59.1           45.8   

59.8


Other fixed interest (renewal)                         5.1            5.4   

6.1


Subtotal - other fixed interest annuities             64.2           51.2   

65.9


Total annuities                                    1,305.4        1,163.2   

1,030.6

Health:


Medicare supplement (first-year)                      60.2           61.9   

69.3


Medicare supplement (renewal)                        673.7          672.4   

670.1


Subtotal - Medicare supplement                       733.9          734.3          739.4
Long-term care (first-year)                           18.9           15.6           16.0
Long-term care (renewal)                             236.7          239.5          241.0
Subtotal - long-term care                            255.6          255.1          257.0
Supplemental health (first-year)                       4.5            4.4   

5.0


Supplemental health (renewal)                         20.4           19.2   

17.6


Subtotal - supplemental health                        24.9           23.6           22.6
Other health (first-year)                               .8             .8             .8
Other health (renewal)                                 5.0            5.2            5.3
Subtotal - other health                                5.8            6.0            6.1
Total health                                       1,020.2        1,019.0        1,025.1
Life insurance:
Traditional (first-year)                              68.4           71.6           82.6
Traditional (renewal)                                225.1          223.6          217.3
Subtotal - traditional                               293.5          295.2          299.9
Interest-sensitive (first-year)                       44.7           49.0           47.4
Interest-sensitive (renewal)                         129.2          121.8          115.1
Subtotal - interest-sensitive                        173.9          170.8          162.5
Total life insurance                                 467.4          466.0          462.4
Collections on insurance products:
Total first-year premium collections on
insurance products                                 1,497.8        1,361.1   

1,245.6


Total renewal premium collections on insurance
products                                           1,295.2        1,287.1   

1,272.5

Total collections on insurance products $ 2,793.0 $ 2,648.2

$ 2,518.1





Annuities in this segment include fixed index and other fixed interest annuities
sold to the senior market. Annuity collections in this segment increased 12
percent, to $1,305.4 million in 2019 and 13 percent, to $1,163.2 million, in
2018. The increase in premium collections from our fixed index products in 2019
and 2018 is primarily due to the general stock market performance which made
these products attractive to certain customers. Premium collections from our
other fixed interest products reflect consumer preference for fixed index
products in the current low interest rate environment.

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.


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Collected premiums on Medicare supplement policies in the Bankers Life segment
were $733.9 million, $734.3 million and $739.4 million in 2019, 2018 and 2017,
respectively.

Premiums collected on Bankers Life's long-term care policies increased .2 percent, to $255.6 million in 2019 and decreased .7 percent, to $255.1 million in 2018.

Life products in this segment include traditional and interest-sensitive life products. Life premiums collected in this segment increased .3 percent, to $467.4 million, in 2019 and .8 percent, to $466.0 million, in 2018.

Washington National (dollars in millions)



                                                             2019       2018       2017
Premiums collected by product:
Health:
Medicare supplement (renewal)                              $  40.9    $  46.3    $  51.6
Supplemental health (first-year)                              67.9       70.2       73.2
Supplemental health (renewal)                                562.8      541.1      515.9
Subtotal - supplemental health                               630.7      611.3      589.1
Other health (first-year)                                       .3         .2         .3
Other health (renewal)                                         1.3        1.5        1.5
 Subtotal - other health                                       1.6        1.7        1.8
Total health                                                 673.2      659.3      642.5
Life insurance:
Traditional (first-year)                                        .6         .6         .7
Traditional (renewal)                                          9.0        9.5       10.2
Subtotal - traditional                                         9.6       10.1       10.9
Interest-sensitive (first-year)                                8.1        5.4        4.2
Interest-sensitive (renewal)                                  19.1       16.7       14.9
Subtotal - interest-sensitive                                 27.2       22.1       19.1
  Total life insurance                                        36.8       32.2       30.0
Annuities:
Fixed index (first-year)                                         -         .1          -
Fixed index (renewal)                                           .8        1.0         .6
Subtotal - fixed index annuities                                .8        1.1         .6
Other fixed interest (renewal)                                  .2         .2         .3
Total annuities                                                1.0        1.3         .9
Collections on insurance products:
Total first-year premium collections on insurance products    76.9       76.5       78.4
Total renewal premium collections on insurance products      634.1      616.3      595.0
Total collections on insurance products                    $ 711.0    $ 

692.8 $ 673.4





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

Collected premiums on Medicare supplement policies in the Washington National
segment decreased 12 percent, to $40.9 million, in 2019 and 10 percent, to $46.3
million, in 2018 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 3.2 percent, to
$630.7 million, in 2019 and 3.8 percent, to $611.3 million, in 2018. Such
increases are due to new sales and persistency.


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Life premiums collected in the Washington National segment increased 14 percent, to $36.8 million, in 2019 and 7.3 percent, to $32.2 million, in 2018. Such increases are due to new sales in recent periods and persistency.

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)



                                                             2019       2018       2017
Premiums collected by product:
Life insurance:
Traditional (first-year)                                   $  51.7    $  46.9    $  50.1
Traditional (renewal)                                        255.1      249.5      239.3
Subtotal - traditional                                       306.8      296.4      289.4
Interest-sensitive (all renewal)                                .2         .2         .2
Total life insurance                                         307.0      296.6      289.6
Health (all renewal):
Medicare supplement                                            1.2        1.5        1.9
Other health                                                    .1         .2         .1
Total health                                                   1.3        1.7        2.0
Collections on insurance products:
Total first-year premium collections on insurance products    51.7       46.9       50.1
Total renewal premium collections on insurance products      256.6      251.4      241.5
Total collections on insurance products                    $ 308.3    $ 

298.3 $ 291.6





Life products in this segment are sold primarily to the senior market. Life
premiums collected in this segment increased 3.5 percent, to $307.0 million, in
2019 and 2.4 percent, to $296.6 million, in 2018. 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)



                                2019       2018       2017
Premiums collected by product:
Health:
Long-term care (renewal)       $ 13.5    $ 145.8    $ 205.2



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 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 89 percent of our $25.6 billion investment
portfolio at December 31, 2019. The remainder of the invested assets was trading
securities, investments held by VIEs, COLI, equity securities, policy loans and
other invested assets.

The following table summarizes the composition of our investment portfolio as of December 31, 2019 (dollars in millions):



                                                             Percent of 

total


                                          Carrying value        investments
Fixed maturities, available for sale    $       21,295.2            83 %
Equity securities                                   44.1             -
Mortgage loans                                   1,566.1             6
Policy loans                                       124.5             -
Trading securities                                 243.9             1
Investments held by variable interest
entities                                         1,188.6             5
Company-owned life insurance                       194.0             1
Other invested assets                              924.5             4
Total investments                       $       25,580.9           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.



                                                     2019           2018    

2017


                                                           (dollars in 

millions)


Weighted average general account invested
assets at amortized cost                         $ 21,986.0     $ 23,668.0     $ 23,819.5
Net investment income on general account
invested assets                                     1,112.9        1,282.8        1,290.3
Yield earned                                           5.06 %         5.42 %         5.42 %



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

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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.

Fixed Maturities, Available for Sale

The following table summarizes the carrying values and gross unrealized losses of our fixed maturity securities, available for sale, by category as of December 31, 2019 (dollars in millions):



                                                                  Percent of                         Percent of gross
                                                                     fixed        Gross unrealized      unrealized
                                             Carrying value       maturities           losses             losses
Asset-backed securities                    $        2,520.3          11.8 %       $          2.0           9.4 %
States and political subdivisions                   2,246.7          10.5                    1.5           6.9
Commercial mortgage-backed securities               1,887.0           8.9                    1.0           4.9
Banks                                               1,532.3           7.2                     .2            .8
Insurance                                           1,430.1           6.7                    1.0           4.6
Utilities                                           1,407.2           6.6                      -             -
Healthcare/pharmaceuticals                          1,182.0           5.5                     .6           2.8
Collateralized mortgage obligations                 1,003.6           4.7                     .8           3.8
Energy                                                932.1           4.4                    4.3          20.4
Food/beverage                                         853.2           4.0                     .4           1.8
Brokerage                                             655.8           3.1                     .1            .5
Technology                                            642.1           3.0                     .3           1.4
Transportation                                        528.0           2.5                    1.0           4.8
Cable/media                                           512.7           2.4                     .5           2.4
Real estate/REITs                                     448.2           2.1                      -             -
Telecom                                               417.8           2.0                      -             -
Collateralized debt obligations                       400.8           1.9                    3.4          16.1
Capital goods                                         361.2           1.7                     .1            .7
Chemicals                                             354.6           1.7                     .1            .6
Aerospace/defense                                     232.0           1.1                      -             -
U.S. Treasury and Obligations                         204.6           1.0                     .1            .3
Other                                               1,542.9           7.2                    3.7          17.8

Total fixed maturities, available for sale $ 21,295.2 100.0 %


      $         21.1         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, 2019 (dollars in millions):



                                Investment grade                  

Below-investment grade


                                                                                                     Total gross
                                                                                      B+ and         unrealized
                            AAA/AA/A           BBB                  BB                 below           losses
Energy                   $           -     $      2.5     $         1.8            $         -     $         4.3
Collateralized debt
obligations                        3.4              -                 -                      -               3.4
Asset-backed securities            1.0             .2                .8                      -               2.0
States and political
subdivisions                       1.3             .2                 -                      -               1.5
Consumer products                  1.0             .1                 -                      -               1.1
Commercial
mortgage-backed
securities                          .9             .1                 -                      -               1.0
Autos                                -             .7                .3                      -               1.0
Transportation                       -            1.0                 -                      -               1.0
Insurance                            -            1.0                 -                      -               1.0
Other                              1.0            2.2               1.0                     .6               4.8
Total fixed maturities,
available for sale       $         8.6     $      8.0     $         3.9            $        .6     $        21.1



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, 2019,
classified by ratings (dollars in millions):

                                                                            

Estimated fair value


                                                                                          Percent of fixed
Investment rating                            Amortized cost             Amount               maturities
AAA                                        $        1,747.6     $       1,796.9                    9 %
AA                                                  2,148.4             2,407.4                   11
A                                                   5,681.2             6,455.2                   30
BBB+                                                2,188.8             2,514.8                   12
BBB                                                 3,520.8             3,916.6                   18
BBB-                                                2,044.6             2,179.5                   10
Investment grade                                   17,331.4            19,270.4                   90
BB+                                                   233.1               241.3                    1
BB                                                    274.6               284.1                    2
BB-                                                   241.7               251.9                    1
B+ and below                                        1,098.7             1,247.5                    6
Below-investment grade                              1,848.1             2,024.8                   10
Total fixed maturity securities            $       19,179.5     $      21,295.2                  100 %



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

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historical and 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 2019, we recognized net realized
investment gains of $28.2 million, which were comprised of: (i) $20.2 million of
net gains from the sales of investments; (ii) $5.1 million of losses on the
dissolution of a VIE; (iii) $11.9 million of gains related to equity securities,
including the change in fair value; (iv) the increase in fair value of certain
fixed maturity investments with embedded derivatives of $8.3 million; (v) the
increase in fair value of embedded derivatives related to a modified coinsurance
agreement of $5.3 million; and (vi) $12.4 million of writedowns of investments
for other than temporary declines in fair value recognized through net income.

During 2019, we sold $971.2 million of fixed maturity investments which resulted
in gross investment losses (before income taxes) of $55.5 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.

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.

As of December 31, 2019, we had $6.9 million of fixed maturity securities and
mortgage loans that were 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.

Other Investments



At December 31, 2019, we held commercial mortgage loan investments with a
carrying value of $1,453.8 million (or 5.7 percent of total invested assets) and
a fair value of $1,538.9 million. We had one mortgage loan that was in the
process of foreclosure at December 31, 2019. During 2019, 2018 and 2017, we
recognized nil, $2.1 million and $5.2 million, 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, 12 percent, 8 percent, 6 percent and 6 percent of the
mortgage loan balance were on properties located in California, Texas, Maryland,
Georgia and North Carolina, respectively. No other state comprised greater than
five percent of the mortgage loan balance. At December 31, 2019, we held
residential mortgage loan investments with a carrying value of $112.3 million
and a fair value of $112.5 million.

The following table shows the distribution of our commercial mortgage loan portfolio by property type as of December 31, 2019 (dollars in millions):


                                Number of loans     Carrying value
Retail                                       64    $          252.4
Industrial                                   36               306.6
Multi-family                                 32               485.9
Office building                              27               245.8
Other                                        21               163.1
Total commercial mortgage loans             180    $        1,453.8




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The following table shows our commercial mortgage loan portfolio by loan size as of December 31, 2019 (dollars in millions):


                                      Number of loans     Carrying value
Under $5 million                                   67    $          150.1
$5 million but less than $10 million               58               392.7
$10 million but less than $20 million              43               627.5
Over $20 million                                   12               283.5
Total commercial mortgage loans                   180    $        1,453.8

The following table summarizes the distribution of maturities of our commercial mortgage loans as of December 31, 2019 (dollars in millions):


                                Number of loans     Carrying value
2020                                          5    $            7.4
2021                                          6                10.4
2022                                         13                85.4
2023                                         13               157.5
2024                                         22               209.9
after 2024                                  121               983.2
Total commercial mortgage loans             180    $        1,453.8

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, 2019 (dollars in millions):



                                                     Estimated fair
                                                          value
Loan-to-value ratio (a)  Carrying value      Mortgage loans      Collateral
Less than 60%           $        1,065.5    $        1,127.4    $    2,708.0
60% to less than 70%               229.1               242.6           360.3
70% to less than 80%               117.6               123.7           160.8
80% to less than 90%                41.6                45.2            48.4
Total                   $        1,453.8    $        1,538.9    $    3,277.5



________________

(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.



At December 31, 2019, we held $243.9 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 include options backing our fixed index annuity and life
insurance products, COLI, FHLB common stock and certain nontraditional
investments, including investments in limited partnerships, hedge funds and real
estate investments held for sale.

At December 31, 2019, we held investments with an amortized cost of $1,206.3
million and an estimated fair value of $1,188.6 million related to VIEs that we
are required to consolidate. The investment portfolio held by the VIEs is
primarily

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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.

CONSOLIDATED FINANCIAL CONDITION

Changes in the Consolidated Balance Sheet

Changes in our consolidated balance sheet between December 31, 2019 and December 31, 2018, primarily reflect: (i) our net income for 2019; (ii) changes in the fair value of our fixed maturity securities, available for sale; and (iii) payments to repurchase common stock of $252.3 million.

Our capital structure as of December 31, 2019 and December 31, 2018 was as follows (dollars in millions):



                                        December 31,
                                            2019          December 31, 2018
Total capital:
Corporate notes payable                $        989.1    $             916.8
Shareholders' equity:
Common stock                                      1.5                    1.6
Additional paid-in capital                    2,767.3                2,995.0
Accumulated other comprehensive income        1,372.5                  177.7
Retained earnings                               535.7                  196.6
Total shareholders' equity                    4,677.0                3,370.9
Total capital                          $      5,666.1    $           4,287.7


The following table summarizes certain financial ratios as of and for the years ended December 31, 2019 and December 31, 2018:



                                                            December 31,
                                                                2019         December 31, 2018
Book value per common share                                $      31.58     $           20.78

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

                                          22.32                 19.69
Debt to total capital ratios:
Corporate debt to total capital                                    17.5 %                21.4 %

Corporate debt to total capital, excluding accumulated other comprehensive income (a)

                                     23.0 %                22.3 %


_____________________

(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.







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Contractual Obligations

The Company's significant contractual obligations as of December 31, 2019, were as follows (dollars in millions):



                                                                  Payment due in
                               Total           2020         2021-2022       2023-2024      Thereafter
Insurance liabilities (a)   $ 54,353.5     $  3,184.4     $   7,001.2     $   6,318.2     $  37,849.7
Notes payable (b)              1,395.7           53.1           106.2           105.0         1,131.4
Investment borrowings (c)      1,745.4           58.5           942.1           727.0            17.8
Borrowings related to
variable interest
entities (d)                   1,363.4           44.3           209.2           711.4           398.5
Postretirement plans (e)         261.8            7.6            16.0            17.2           221.0
Operating leases                  76.2           23.9            34.6            15.7             2.0
Commitments to
purchase/fund investments        102.3          102.3               -               -               -
Other contractual
commitments (f)                  251.6           89.0           103.2            59.4               -
Total                       $ 59,549.9     $  3,563.1     $   8,412.5     $   7,953.9     $  39,620.4



________________

(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 $24.4 billion included in our consolidated balance sheet as of
     December 31, 2019. 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, 2019. 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, 2019.




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(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 3.25 percent.


(f) Includes obligations to third parties for information technology services,


     software maintenance and license agreements, consulting services and
     sponsorship agreements.



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 (Bankers Life, Washington National
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, 2019, the carrying value of the FHLB
common stock was $71.0 million. As of December 31, 2019, 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 $2.0 billion at
December 31, 2019, which are maintained in custodial accounts for the benefit of
the FHLB.

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 was 408 percent at December 31,
2019, up from 393 percent at December 31, 2018. The ratio at December 31, 2019
reflects asset reallocation activities that increased the quality of our
investment portfolio and reduced our equity-type investments. For example, we
reduced our allocation of fixed maturity

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investments rated 2 by the NAIC to 39 percent of the portfolio at December 31,
2019 from 45 percent at December 31, 2018, and sold a significant portion of our
equity securities in 2019. In 2019, our estimated consolidated statutory net
income was $291.4 million and insurance company dividends of $186.3 million were
paid to the holding company. Statutory net income in 2019 includes a $46.0
million tax benefit to be received from CNO (resulting from the implementation
of a tax planning strategy). Such amount is offset by an accrued dividend of
$46.0 million payable to the non-life parent of the insurance subsidiaries.
Accordingly, there was no impact on capital and surplus in 2019 related to these
transactions.

During 2019, 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 $123.0 million and $39.5 million,
respectively, at December 31, 2019. 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, S&P, Fitch and Moody's and are
the rating agency's opinions of the ability of our insurance subsidiaries to pay
policyholder claims and obligations when due.

On January 29, 2020, A.M. Best affirmed its "A-" financial strength ratings of
our primary insurance subsidiaries. The outlook for these ratings remain 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 June 21, 2019, S&P upgraded the financial strength ratings of our primary
insurance subsidiaries to "A-" from
"BBB+" and the outlook for these ratings is stable. S&P financial strength
ratings range from "AAA" to "R" and some companies are not rated.  An insurer
rated "A", in S&P's opinion, has strong financial security characteristics, but
is somewhat more likely to be affected by adverse business conditions than are
insurers with higher ratings. Pluses and minuses show the relative standing
within a category.  S&P has twenty-one possible ratings. There are six ratings
above the "A-" rating of our primary insurance subsidiaries and fourteen ratings
that are below that rating.

On June 14, 2019, Fitch upgraded the financial strength ratings of our primary
insurance subsidiaries to "A-" from
"BBB+" and the outlook for these ratings is stable. An insurer rated "A", in
Fitch's opinion, indicates a low expectation of ceased or interrupted payments
and indicates strong capacity to meet policyholder and contract obligations.
This capacity may, nonetheless, be more vulnerable to changes in circumstances
or in economic conditions than is the case for higher ratings. 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 six 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. 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.

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

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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, 2019, CNO, CDOC and our other non-insurance subsidiaries held
unrestricted cash and cash equivalents of $186.7 million. CNO and CDOC are
holding companies with no business operations of their own; they depend on their
operating subsidiaries for cash to make principal and interest payments on debt,
and to pay administrative expenses and income taxes. CNO and CDOC receive cash
from insurance subsidiaries, consisting of dividends and distributions, interest
payments on surplus debentures and tax-sharing payments, as well as cash from
non-insurance subsidiaries consisting of dividends, distributions, loans and
advances. The principal non-insurance subsidiaries that provide cash to CNO and
CDOC are 40|86 Advisors, 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,
                                                   2019             2018            2017
Net dividends (contributions) from/to
insurance subsidiaries                       $      186.3       $     (51.1 )   $     357.7
Surplus debenture interest                           59.9              58.2            56.8
Fees for services provided pursuant to
service agreements                                  115.5             108.9 

108.1


Total dividends and other distributions paid
by insurance subsidiaries                    $      361.7       $     116.0     $     522.6

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


                      [[Image Removed: orgchart2019.jpg]]

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

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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 2019,
our insurance subsidiaries paid dividends to CDOC totaling $186.3 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 346 percent at December 31, 2019. 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, 2019, the subsidiaries of
CLTX had earned surplus (deficit) as summarized below (dollars in millions):

Subsidiary of CLTX     Earned surplus (deficit)     Additional information
Bankers Life         $                 198.1                 (a)
Colonial Penn                         (349.6 )               (b)

____________________

(a) Bankers Life paid dividends of $155.0 million to CLTX in 2019. 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.


(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.

On June 12, 2019, the Company executed the Indenture, dated as of June 12, 2019
and the First Supplemental Indenture, dated as of June 12, 2019, between the
Company and U.S. Bank National Association, as trustee (the "Trustee") pursuant
to which the Company issued $500.0 million aggregate principal amount of 5.250%
Senior Notes due 2029 (the "2029 Notes").


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The Company used the net proceeds from the offering of the 2029 Notes to: (i)
repay all amounts outstanding under its existing Revolving Credit Agreement;
(ii) redeem and satisfy and discharge all of its outstanding 4.500% Senior Notes
due May 2020; and (iii) pay fees and expenses related to the foregoing. The
remaining proceeds were used for general corporate purposes. The following table
sets forth the sources and uses of cash from the transaction (dollars in
millions):

Sources:
  2029 Notes                                            $ 500.0

Uses:

  Repayment of Revolving Credit Agreement               $ 100.0
  Repayment of 2020 Notes, including redemption premium   331.1
  Accrued interest                                           .6
  Debt issuance costs                                       5.8
  General corporate purposes                               62.5
  Total uses                                            $ 500.0



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 October 13, 2022. As described above, all amounts
outstanding under the Revolving Credit Agreement were repaid in connection with
the issuance of the 2029 Notes. There were no amounts outstanding under the
Revolving Credit Agreement at December 31, 2019.

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



                     Principal       Interest (a)
2020                $        -      $        53.1
2021                         -               53.1
2022                         -  (b)          53.1
2023                         -               52.5
2024                         -               52.5
2025 and thereafter    1,000.0              131.4
                    $  1,000.0      $       395.7

_________________________

(a) Based on interest rates as of December 31, 2019.

(b) The maturity date of the Revolving Credit Agreement is October 13, 2022.





Free cash flow is a measure of holding company liquidity and is calculated as:
(i) dividends, management fees and surplus debenture interest payments received
from our subsidiaries; plus (ii) earnings on corporate investments; less (iii)
interest expense, corporate expenses and net tax payments. In 2019, we generated
$287 million of such free cash flow. The Company is committed to deploying 100
percent of its free cash flow into investment opportunities to accelerate
profitable growth, common stock dividends and share repurchases. The amount and
timing of the securities we repurchase (if any) will be based on business and
market conditions and other factors including, but not limited to, available
free cash flow, the current price of our common stock and investment
opportunities. In 2019, we repurchased 15.4 million shares of common stock for
$252.3 million under our securities repurchase program. The Company had
remaining repurchase authority of $532.3 million as of December 31, 2019. Also,
in the second quarter of 2019, the Company purchased WBD (as further described
in the note to the consolidated financial statements entitled "Business and
Basis of Presentation") utilizing $66.7 million of free cash flow.

In 2019, 2018 and 2017, dividends declared on common stock totaled $67.2 million
($0.43 per common share), $65.1 million ($0.39 per common share) and $59.6
million ($0.35 per common share), respectively. In May 2019, the Company
increased its quarterly common stock dividend to $0.11 per share from $0.10 per
share.

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On January 29, 2020, A.M. Best affirmed its "bbb-" issuer credit and senior
unsecured debt ratings. The outlook for these ratings remain 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 June 21, 2019, S&P upgraded our senior unsecured debt rating to "BBB-" from
"BB+" and the outlook for these ratings is stable. In S&P's view, an obligation
rated "BBB" exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor 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 nine ratings above CNO's "BBB-" rating and twelve ratings
that are below its rating.

On June 14, 2019, Fitch upgraded our senior unsecured debt rating to "BBB-" from
"BB+" and the outlook for these ratings is stable. In Fitch's view, an
obligation rated "BBB" indicates that expectations of default risk are currently
low. The capacity for payment of financial commitments is considered adequate
but adverse business or economic conditions are more likely to impair this
capacity. 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 nine
ratings above CNO's "BBB-" rating and eleven 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. 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.

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, 2019, approximately 20 percent of our total insurance liabilities,
or approximately $4.9 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.

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


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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, 2019, approximately 17 percent of
our insurance liabilities had interest rates that may be reset annually; 49
percent had a fixed explicit interest rate for the duration of the contract; 31
percent had credited rates which approximate the income earned by the Company;
and the remainder had no explicit interest rates. At December 31, 2019, the
weighted average yield, computed on the cost basis of our fixed maturity
portfolio, was 4.8 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 4.5 percent. Refer to "Part 1 - Item
1A. Risk Factors - 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" for additional information on interest rate
risks.

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, 2019, 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 $335 million if interest
rates were to increase by 10 percent from their levels at December 31, 2019. 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.

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 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 liabilities 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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