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Overview of Recapitalization Plan
September 5, 2012
Forward-Looking Statements
Certain statements made in this presentation should be considered
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. These include statements about future results of
operations and capital plans. We caution investors that these forward-
looking statements are not guarantees of future performance, and actual
results may differ materially. Investors should consider the important
risks and uncertainties that may cause actual results to differ, including
those included in our press release issued on September 4, 2012, our
Quarterly Reports on Form 10-Q, our 2011 Annual Report on Form 10-K
and other filings we make with the Securities and Exchange Commission.
We assume no obligation to update this presentation, which speaks as of
today’s date.




CNO Financial Group | Investor Presentation | September 5, 2012          2
Non-GAAP Measures
This presentation contains the following financial measures that differ from the
comparable measures under Generally Accepted Accounting Principles
(GAAP): operating earnings measures; operating return measures; and debt to
capital ratios, excluding accumulated other comprehensive income (loss).
Reconciliations between those non-GAAP measures and the comparable
GAAP measures are included in the Appendix, or on the page such measure is
presented.
While management believes these measures are useful to enhance
understanding and comparability of our financial results, these non-GAAP
measures should not be considered substitutes for the most directly
comparable GAAP measures.
Additional information concerning non-GAAP measures is included in our
periodic filings with the Securities and Exchange Commission that are available
in the “Investors – SEC Filings” section of CNO’s website, www.CNOinc.com.




CNO Financial Group | Investor Presentation | September 5, 2012                    3
Strong Performance Sets Stage for
                                                                                                                                                                         CNO
   Recapitalization
 Continued focus on the underserved and growing senior middle-income market
        –      Profitable organic growth a priority


 Business continues to perform well
        –      Sales grew 9% in 1H2012 over 1H2011
        –      Operating earnings for 1H2012 up 8% over 1H2011


 Continue to generate and proactively deploy significant amounts of excess capital
        –      Strong statutory earnings and cash flows sent to the holding company
        –      Increased share buyback program and initiated common stock dividend in 2Q2012
        –      RBC* and debt to capital ratios have improved


 Performance and strategy recognized by ratings agencies
        –      Moody’s upgraded senior secured credit rating to Ba3
        –      S&P updated senior secured rating outlook to positive (at B+)
        –      A.M. Best upgraded financial strength rating to B++

 * Risk-Based Capital (“RBC”) requirements provide a tool for insurance regulators to determine the levels of statutory capital and surplus an insurer must maintain in relation to its
 insurance and investment risks. The RBC ratio is the ratio of the statutory consolidated adjusted capital of our insurance subsidiaries to RBC.


 CNO Financial Group | Investor Presentation | September 5, 2012                                                                                                                          4
CNO Recapitalization Plan                                                                      CNO
 Strategic Rationale

                Raising $900 million to pay off senior secured debt and
                  repurchase majority of the convertible debentures

 CNO performance, ratings momentum, and favorable market conditions coming together
   – Market is open and attractively priced
   – Opportunity to lower run-rate cost of capital


 Pro forma EPS benefit of ~9% with stair step ROE increase of 40 bps
   – 12% reduction in diluted share count as of June 30, 2012
   – No impact to statutory dividend and repurchase guidance; no impact to valuable tax asset


 Ratings profile offers opportunity to improve financial flexibility
   – Pushes out near-term debt maturities and balances fixed and floating capital structure
   – Reestablishes amortization rates aligned with capital structure optimization


 Reduces convertible overhang
   – Reduces uncertainty over conversion timing and concentrated ownership
   – Repurchase agreement executed with Paulson funds at discount to estimated market value

 CNO Financial Group | Investor Presentation | September 5, 2012                                  5
CNO Recapitalization Plan                                                                    CNO
Capital Strategy

 Maintain capital cushion to absorb stress-test conditions
   – Leverage in the 20% range with consolidated RBC > 350%
   – Interest coverage of at least 5x
   – Holding company liquidity > $100 million


 Maintain positive ratings profile with goal of achieving investment grade
   – Recapitalization consistent with positive ratings actions
   – Pro forma key capital ratios consistent with investment grade standards


 Balanced use of free cash flow
   – Support new business growth rates through capital retention
   – Defend core capital ratios in primary insurance subsidiaries
   – Deliver capital back to the shareholders through disciplined repurchase strategy and common stock
     dividend
   – Continue to de-lever through ongoing debt pay downs




CNO Financial Group | Investor Presentation | September 5, 2012                                          6
Recapitalization Advances Shareholder Value                                                                                   CNO
                                       ~8%       $0.66
Operating EPS*                $0.61

 $0.52
                $0.50

                                                                   ~9%   $0.38
                                                                                   Expected to reduce the weighted
                                                           $0.35                    average cost of debt by 160 bps

                                                                                   Leveraging lowers cost of capital;
                                                                                    interest expense to remain
                                                                                    relatively flat
  2009          2010           2011             PF 2011    YTD           PF YTD
                                                           2Q12           2Q12


                                                                                   Anticipate debt terms to reflect
                                      ~40 bps
                                                                                    improved credit profile and ratings
                                                               ~40 bps
     ROE*                      6.1%
                                                 6.5%
                                                           6.0%
                                                                         6.4%



                                                                                   Maintaining statutory dividend and
                5.4%

  4.5%
                                                                                    buyback guidance

                                                                                   No impact to valuable tax asset and
                                                                                    free cash flow

  2009           2010          2011             PF 2011    YTD           PF YTD
                                                           2Q12           2Q12

                                                                                    * Non-GAAP measures. See appendix for details.

 CNO Financial Group | Investor Presentation | September 5, 2012                                                                     7
Strong and Improving Credit Profile                                                                                                                      CNO
Positive Ratings Momentum
                                                                    S&P Senior Secured Rating


      BB-                                                                                                                                 Today
                 Dec. 21 st , 2010
                                                                                                                                     Positive Outlook
                 Improved financial flexibility: successful repayment of 2013
      B+         credit facility & replacement with 9.0% senior secured notes

       B
                                                                                            Aug. 4 th , 2011
                                                                                            Improved capital position and a cushion against debt
      B-                                                                                    covenants, focus on low-risk life sectors and
                                                                                            reinsurance for riskier products

              Q2'10          Q3'10          Q4'10          Q1'11          Q2'11         Q3'11          Q4'11           Q1'12          Q2'12          Today


                                                                   Moody’s Senior Secured Rating

     Ba2
              May. 26 th , 2010
     Ba3      Increased financial flexibility after convertible refinancing, issuance
              of new equity and revision of loan terms in 4Q09
      B1
                                                                                                Aug29 th , 2012
      B2                                    Dec. 21 st , 2010                                   Substantially strengthened its financial flexibility with the
                                            Increased financial flexibility due to              actions it has taken to reduce debt and improve holding
      B3                                    successful refinancing of CNO bank debt             company liquidity
                                            and better laddering debt maturities

              Q2'10          Q3'10          Q4'10          Q1'11          Q2'11         Q3'11         Q4'11          Q1'12           Q2'12          Today



     On September 4, 2012, A.M. Best announced an upgrade from B+ to B++ in the financial strength
                                ratings of our core operating companies

 CNO Financial Group | Investor Presentation | September 5, 2012                                                                                                8
Management Recapitalization Plan
Financing Summary - $900 Million
                                                                                                                                   CNO
                 Refinancing Summary                                                         Refinancing – Sources/Uses
                                                                                                         ($ in millions)

The recapitalization plan includes
   New senior secured credit agreement                               Sources
    consisting of a $250 million 4 yr term loan                          Proceeds from 4 Yr Term Loan                                    $   250.0
    and a $400 million 6 yr term loan                                    Proceeds from 6 Yr Term Loan                                        400.0
                                                                         Proceeds from 8 Yr Secured Notes                                    250.0
   Private offering of $250 million in senior                           Cash on hand                                                         15.0
    secured notes due 2020                                               Total Sources                                                   $   915.0
   An unfunded, $50 million, 3 yr revolving
    credit facility for contingent capital purposes

Proceeds will be used to                                              Uses
                                                                         Pay off Credit Facility                                         $   224.0
   Repay $224 million outstanding under                                 Retire 9% Notes                                                     323.0
    existing senior secured credit agreement                             Convertible repurchase                                              334.0
   Repurchase $275 million aggregate principal                          Estimated fees, expenses, and OID                                    34.0
    amount outstanding on 9% senior secured                              Total Uses                                                      $   915.0
    notes through tender offer
   Repurchase $200 million aggregate principal
    amount of the 7.0% convertible senior
    debentures (1)

    (1) Repurchase agreement executed on September 4, 2012, with Paulson & Co., Inc. at discount to estimated market value, with final
    purchase price based on the volume weighted-average prices of CNO’s common stock over an agreed upon averaging period.

CNO Financial Group | Investor Presentation | September 5, 2012                                                                               9
Indicative Pro Forma Capitalization                                                                                                                        CNO
As of June 30, 2012
($ in millions)



                                                                                                                        Changes
                                                                                           Amount                                                     Pro Forma
                                                                                                                          (+/-)
Holding Company Cash and Investments (1)                                               $             198              $         (15)                 $       183

Senior Secured Debt                                                                                 499                            (499)                        -
New Senior Secured Debt                                                                               -                             900                       900
Convertible Senior Unsecured Debentures                                                             293                            (200)                       93
Unamortized Discount on Debt and Debentures                                                         (14)                             10                        (4)
Total Debt                                                                             $            778               $             211              $        989
Equity (ex. AOCI) (2)                                                                             3,902                            (181)                    3,721
Capitalization                                                                         $          4,680                                              $      4,710

Debt to Capital (excluding AOCI) (3)                                                              16.6%                                                     21.0%



   (1)   Includes $76.0 million of cash and money market, $75.7 million of liquid fixed income investments and $46.0 million of alternative investments.
   (2)   Change in equity calculated as sum of premium paid on repurchase of Convertible Senior Unsecured Debentures (assumed non-tax deductible), breakage of
         Senior Secured Notes (assumed tax deductible) and write-off of the unamortized discount / issue costs (a portion of which assumed tax deductible).
   (3)   A non-GAAP measure. See appendix for details.




  CNO Financial Group | Investor Presentation | September 5, 2012                                                                                             10
Improved Pro Forma Debt Profile                                                                                                                                       CNO
($ in millions)


                        Current Maturity Profile1                                                                       Pro Forma Maturity Profile2




                                                                                                                                                       $ 379
                                         $293
                                                            $275
                                                                                                                                                                      $250
                                                                                                                                      $ 93



                       $75      $74                                                                                           $ 79
              $55                                                                                            $ 54     $ 60            $ 60
   $20                                                                                                                                         $4
                                                                                                  $ 14
  2012        2013    2014     2015      2016      2017     2018       2019    2020               2012       2013    2014    2015     2016    2017     2018    2019   2020
                                        Term Loan                   Senior Secured Notes                     Convertible Senior Unsecured Debentures


                                             Extend maturities to 2020
                                             Rebalance fixed and floating rate debt
                                             Lower weighted average coupon rate
                                             Reduce convertible overhang
         1.   As of June 30, 2012. Reflects principal amount of existing Convertible Unsecured Debentures.
         2.   Includes anticipated scheduled Term Loan amortization.


  CNO Financial Group | Investor Presentation | September 5, 2012                                                                                                            11
Free Cash Flow                                                                                                                                              CNO
Sources Building While Recurring Uses Moderating
($ in millions)


                                                2011 Capital Generation & Free Cash Flow
      $501

                         > $100mm
                         retained for RBC                                                                  Observations on 2011
      $154               Build in 2011                                                                      RBC $97 million above 350% RBC target
                                                                                                (2)
                           $347                                                       ~ $360                Over $100 million used to build RBC in 2011
                                                                                                            Modest capital required to support business
                                               ($61)                                                         growth
                                                                                      ~ $104
                                                                   ($29)

      $209                                                                                                 Recapitalization
                                                                                                            No material impact to Holdco liquidity position
                                                                                                            Interest expense expected to remain flat
                                                                                                             initially
                                                                                        $256
                                                                                                            Structured for improved financial flexibility

      $138
                                                                                                                       Fees and Interest to Holdco

                                                                                                                       Net statutory dividends to Holdco
      Capital         Upstreamed               Interest            Holdco               Free
     Generated         to Holdco                 Paid             Expenses           Cash Flow (1)                     Retained capital for growth and
                                                                    (net)
                                                                                                                       RBC build
    (1)   Cash flow available for capital management and debt reduction
    (2)   $360 million includes: (i) $256 million free cash flow, plus (ii) ~$100 million used to build RBC in 2011. Had we not retained these funds for RBC build, they
          would have been available for free cash flow.

    CNO Financial Group | Investor Presentation | September 5, 2012                                                                                                    12
CNO – Track Record of Strong Execution                                                                                                        CNO
                                 Q4 2008                                                  Q1 2011
                            Separation of Closed                                   Pre-paid $50 million on
                            Block LTC business                                      Senior Credit Facility
                                                                                                                        Q2 2011
    Q3 2007                                                      Q4 2009                                        Began buying back stock
Sale of $3 billion                                        Refinanced convertible                                 under repurchase plan               Q3 2012
 annuity block                                       debentures putable in Sept 2010;                         (and making commensurate               Launched
                                                       issued new equity, paid down                            prepayments on the Senior          recapitalization
                   2007/2008                            and renegotiated Sr. Credit                                 Credit Facility)
            CIG sales & marketing                                Facility
                rightsizing, and
                vacated excess                Q3 2009                                                                                   Q2 2012
                                                                                                         Q1 2012
             Chicago space - $11            Reinsurance                                                                          Initiation of dividend
                                                                                                   Retired early $50
            million annual expense          of CIG Life                       Q4 2010                                                   program
                                                                                                  million Senior Health
                   reduction                 policies to                  Refinanced $650
                                                                                                           Note
                                             Wilton Re                     million of debt




         Recapitalization plan continues a track record of strong execution
         Reinsurance and separation transactions designed to reduce risk and improve capitalization
         Cost structure initiatives aligning distribution and operations to better serve our target market
         Lowering our cost of capital and improving financial flexibility as ratings improve
         Balanced capital deployment – investment in growth, maintaining strong capital ratios and returning capital
          to shareholders



     CNO Financial Group | Investor Presentation | September 5, 2012                                                                                        13
Key Takeaways                                                                                   CNO

 CNO franchise well positioned to grow with strong underlying catalysts and alignment of
  markets-distribution-products-shared services platform
    – Reinvestment back into expanded distribution driving sales growth with a stable earnings track
      record over the past 3 years


 Financial performance continues to improve punctuated with strong overall capital
  generation, cash flow and liquidity
    – Manage to investment grade capitalization
    – Statutory dividend and buyback guidance unchanged


 Strategic recapitalization plan
   – Opportunity to lower run-rate cost of capital
   – Market is open and attractively priced
   – Improved financial flexibility
   – Convertible overhang reduced
   – Meaningful “stair-step” for EPS and ROE




 CNO Financial Group | Investor Presentation | September 5, 2012                                       14
Q&A




CNO Financial Group | Investor Presentation | September 5, 2012   15
Appendix




CNO Financial Group | Investor Presentation | September 5, 2012   16
Information Related to Certain Non-GAAP Financial Measures
        A reconciliation of net income applicable to common stock to net operating income (and related per-share amounts) is as follows
        (dollars in millions, except per-share amounts). In addition, the pro forma amounts reflect the impact of our recapitalization plan.




                                                                                                                                                                        Pro forma
                                                                                                                               Pro forma        YTD                        YTD
                                                                                                       2011      Adjustments     2011        6/30/2012    Adjustments   6/30/2012
Net income applicable to common stock                                                              $    335.7    $      -      $    335.7    $   124.8    $      -      $   124.8
Net realized investment (gains) losses, net of related amortization and taxes                           (36.7)          -           (36.7)       (32.8)          -          (32.8)
Fair value changes in embedded derivative liabilities, net of related amortization and taxes             13.3           -            13.3          2.4           -            2.4
Valuation allowance for deferred tax assets                                                            (143.0)          -          (143.0)         -             -            -
Loss on extinguishment of debt                                                                            2.2           -             2.2          0.4           -            0.4
Net operating income (a non-GAAP financial measure)                                                $    171.5    $      -      $    171.5    $    94.8    $      -      $    94.8
Per diluted share:
    Net income                                                                                     $     1.15    $     0.12    $     1.27    $    0.45    $     0.04    $    0.49
    Net realized investment (gains) losses, net of related amortization and taxes                       (0.12)        (0.02)        (0.14)       (0.11)        (0.01)       (0.12)
    Fair value changes in embedded derivative liabilities, net of related amortization and taxes         0.04          0.01          0.05         0.01           -           0.01
    Valuation allowance for deferred tax assets                                                         (0.47)        (0.06)        (0.53)         -             -            -
    Loss on extinguishment of debt                                                                       0.01           -            0.01          -             -            -
    Net operating income (a non-GAAP financial measure)                                            $     0.61    $     0.05    $     0.66    $    0.35    $     0.03    $    0.38




      CNO Financial Group | Investor Presentation | September 5, 2012                                                                                                               17
Information Related to Certain Non-GAAP Financial Measures

  A reconciliation of operating income and shares used to calculate basic and diluted operations earnings per share is as follows (dollars in
  millions, except per-share amounts, and shares in thousands). In addition, the pro forma amounts reflect the impact of our recapitalization plan.



                                                                                                                                                                    Pro forma
                                                                                                                Pro forma            YTD                               YTD
                                                                        2011               Adjustments            2011            6/30/2012     Adjustments         6/30/2012
Operating income                                                    $          171.5   $             -      $        171.5    $         94.8    $        -      $         94.8
Add: interest expense on 7.0% Convertible Senior Debentures
 due 2016, net of income taxes                                                  14.7               (10.0)               4.7               7.4           (5.0)               2.4
    Total adjusted operating income                                 $          186.2   $           (10.0)   $        176.2    $        102.2    $       (5.0)   $         97.2



Weighted average shares outstanding for basic earning per share           247,952                    -             247,952           239,092             -             239,092
Effect of dilutive securities on weighted average shares:
    7% Debentures                                                          53,367                (36,428)           16,939            53,372         (36,431)           16,941
    Stock option and restricted stock plan                                     2,513                 -               2,513             2,475             -               2,475
    Warrants                                                                    249                  -                 249               470             -                 470
Weighted average shares outstanding for diluted earning per share         304,081                (36,428)          267,653           295,409         (36,431)          258,978

    Operating earnings per diluted share                            $           0.61                        $          0.66   $         0.35                    $         0.38




    CNO Financial Group | Investor Presentation | September 5, 2012                                                                                                       18
Information Related to Certain Non-GAAP Financial Measures
 Operating return measures
 Management believes that an analysis of return before loss on extinguishment of debt, net realized gains or losses, fair value changes due to
 fluctuations in the interest rates used to discount embedded derivative liabilities related to our fixed index annuities and increases or decreases to
 our valuation allowance for deferred tax assets (“net operating income,” a non-GAAP financial measure) is important to evaluate the performance
 of the Company and is a key measure commonly used in the life insurance industry. Management uses this measure to evaluate performance
 because these items are unrelated to the Company’s continued operations.

 This non-GAAP financial measure also differs from return on equity because accumulated other comprehensive income (loss) has been excluded
 from the value of equity used to determine this ratio. Management believes this non-GAAP financial measure is useful because it removes the
 volatility that arises from changes in accumulated other comprehensive income (loss). Such volatility is often caused by changes in the
 estimated fair value of our investment portfolio resulting from changes in general market interest rates rather than the business decisions made
 by management.

 In addition, our equity includes the value of significant net operating loss carryforwards (included in income tax assets). In accordance with
 GAAP, these assets are not discounted, and accordingly will not provide a return to shareholders (until after it is realized as a reduction to taxes
 that would otherwise be paid). Management believes that excluding this value from the equity component of this measure enhances the
 understanding of the effect these non-discounted assets have on operating returns and the comparability of these measures from period-to-
 period. Operating return measures are used in measuring the performance of our business units and are used as a basis for incentive
 compensation.




CNO Financial Group | Investor Presentation | September 5, 2012                                                                                         19
Information Related to Certain Non-GAAP Financial Measures
     The calculations of: (i) operating return on average capital, excluding accumulated other comprehensive income (loss) and net operating
     loss carryforwards (a non-GAAP financial measure); and (ii) return on equity are as follows (dollars in millions). In addition, the pro forma
     amounts reflect the impact of our recapitalization plan.


                                                                                                                                                     Pro forma
                                                                                                    Proforma             LTM                            LTM
                                                                          2011     Adjustments        2011            6/30/2012     Adjustments      6/30/2012


Operating return for purposes of calculating operating
   return on average capital                                          $    171.5    $      -       $    171.5         $   178.6      $      -        $   178.6

Net income                                                            $    335.7    $      -       $    335.7         $   368.7      $      -        $   368.7

Trailing 4 Quarter Average
Average capital, excluding accumulated other comprehensive
    income and net operating loss carryforwards
    (a non-GAAP financial measure)                                    $ 2,828.0     $   (180.8)    $ 2,647.2          $ 2,968.0      $   (180.8)     $ 2,787.2

Common shareholders' equity                                           $ 4,166.2     $   (180.8)    $ 3,985.4          $ 4,574.4      $   (180.8)     $ 4,393.6

Operating return on average capital, excluding accumulated
   other comprehensive income and net operating
   loss carryforwards (a non-GAAP financial measure)                        6.1%                         6.5%               6.0%                          6.4%

Return on equity                                                            8.1%                         8.4%               8.1%                          8.4%




                                                                      (Continued on next page)




    CNO Financial Group | Investor Presentation | September 5, 2012                                                                                      20
Information Related to Certain Non-GAAP Financial Measures
 A reconciliation of average capital excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP
 financial measure) to average common shareholders’ equity, is as follows (dollars in millions). In addition, the pro forma amounts reflect the
 impact of our recapitalization plan.


                                                            (Continued from previous page)


                                                                                                                                     Pro forma
                                                                                              Pro forma      LTM                        LTM
                                                                    2011      Adjustments       2011      6/30/2012   Adjustments    6/30/2012

Trailing 4 Quarter Average
Average capital excluding accumulated other
    comprehensive income and net operating loss
    carryforwards (a non-GAAP financial measure)               $ 2,828.0        $   (180.8)   $ 2,647.2   $ 2,968.0    $   (180.8)   $ 2,787.2
Net operating loss carryforwards                                      854.0            -         854.0        848.0           -           848.0
Accumulated other comprehensive income                                484.2            -         484.2        758.4           -           758.4
Common shareholders' equity                                    $ 4,166.2        $   (180.8)   $ 3,985.4   $ 4,574.4    $   (180.8)   $ 4,393.6




                                                                   (Continued on next page)




 CNO Financial Group | Investor Presentation | September 5, 2012                                                                              21
Information Related to Certain Non-GAAP Financial Measures
     A reconciliation of consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-
     GAAP financial measure) to common shareholders’ equity, is as follows (dollars in millions). In addition, the pro forma amounts reflect the impact
     of our recapitalization plan.
                                                               (Continued from previous page)




                                                                                                                                                   Pro forma
                                                         4Q10           1Q11           2Q11        3Q11        4Q11      Average     Adjustments    Average


Consolidated capital, excluding accumulated other
   comprehensive income (loss) and net operating
   loss carryforwards (a non-GAAP financial measure)   $ 2,705.8      $ 2,777.1      $ 2,830.2   $ 2,868.7   $ 2,966.3   $ 2,828.0   $   (180.8)   $ 2,647.2
Net operating loss carryforwards                          853.1          829.1          810.6        916.6      865.9       854.0           -             854.0
Accumulated other comprehensive income                    252.7          273.3          395.5        750.9      781.6       484.2           -             484.2
Common shareholders' equity                            $ 3,811.6      $ 3,879.5      $ 4,036.3   $ 4,536.2   $ 4,613.8   $ 4,166.2   $   (180.8)   $ 3,985.4




                                                                                  (Continued on next page)




    CNO Financial Group | Investor Presentation | September 5, 2012                                                                                   22
Information Related to Certain Non-GAAP Financial Measures
    A reconciliation of consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-
    GAAP financial measure) to common shareholders’ equity, is as follows (dollars in millions). In addition, the pro forma amounts reflect the impact
    of our recapitalization plan.
                                                              (Continued from previous page)




                                                                                                                                                     Pro forma
                                                                2Q11         3Q11        4Q11        1Q12        2Q12      Average     Adjustments    Average



Consolidated capital, excluding accumulated other comprehensive
   income (loss) and net operating loss carryforwards
   (a non-GAAP financial measure)                              $ 2,830.2   $ 2,868.7   $ 2,966.3   $ 3,057.1   $ 3,129.9   $ 2,968.0   $   (180.8)   $ 2,787.2
Net operating loss carryforwards                                  810.6       916.6       865.9       817.9       772.4       848.0           -          848.0
Accumulated other comprehensive income                            395.5       750.9       781.6       808.0       990.8       758.4           -          758.4

Common shareholders' equity                                   $ 4,036.3    $ 4,536.2   $ 4,613.8   $ 4,683.0   $ 4,893.1   $ 4,574.4   $   (180.8)   $ 4,393.6




   CNO Financial Group | Investor Presentation | September 5, 2012                                                                                        23
Information Related to Certain Non-GAAP Financial Measures
Debt to capital ratio, excluding accumulated other comprehensive income (loss)
This non-GAAP financial measure differs from the debt to capital ratio because accumulated other comprehensive (income) loss has been
excluded from the value of capital used to determine this measure. Management believes this non-GAAP financial measure is useful because it
removes the volatility that arises from changes in accumulated other comprehensive income (loss). Such volatility is often caused by changes in
the estimated fair value of our investment portfolio resulting from changes in general market interest rates rather than the business decisions
made by management.


A reconciliation of the debt to capital ratio to debt to capital, excluding AOCI is as follows (dollars in millions). In addition, the pro forma amounts
reflect the impact of our recapitalization plan.
                                                                                                                         Pro forma
                                                                                            2Q12       Adjustments         2Q12
                  Corporate notes payable                                               $     778.2     $     210.8     $    989.0
                  Total shareholders' equity                                                4,893.1          (180.8)        4,712.3
                  Total capital                                                             5,671.3            30.0         5,701.3
                      Corporate debt to capital                                               13.7%                          17.3%



                  Corporate notes payable                                               $     778.2     $     210.8     $    989.0

                  Total shareholders' equity                                                4,893.1          (180.8)        4,712.3
                  Less accumulated other comprehensive income                                (990.8)            -            (990.8)

                  Total capital                                                         $ 4,680.5       $      30.0     $ 4,710.5


                      Debt to total capital ratio, excluding AOCI (a
                      non-GAAP financial measure)                                             16.6%                          21.0%




CNO Financial Group | Investor Presentation | September 5, 2012                                                                                            24

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Overview of Recapitalization Plan

  • 1. Overview of Recapitalization Plan September 5, 2012
  • 2. Forward-Looking Statements Certain statements made in this presentation should be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. These include statements about future results of operations and capital plans. We caution investors that these forward- looking statements are not guarantees of future performance, and actual results may differ materially. Investors should consider the important risks and uncertainties that may cause actual results to differ, including those included in our press release issued on September 4, 2012, our Quarterly Reports on Form 10-Q, our 2011 Annual Report on Form 10-K and other filings we make with the Securities and Exchange Commission. We assume no obligation to update this presentation, which speaks as of today’s date. CNO Financial Group | Investor Presentation | September 5, 2012 2
  • 3. Non-GAAP Measures This presentation contains the following financial measures that differ from the comparable measures under Generally Accepted Accounting Principles (GAAP): operating earnings measures; operating return measures; and debt to capital ratios, excluding accumulated other comprehensive income (loss). Reconciliations between those non-GAAP measures and the comparable GAAP measures are included in the Appendix, or on the page such measure is presented. While management believes these measures are useful to enhance understanding and comparability of our financial results, these non-GAAP measures should not be considered substitutes for the most directly comparable GAAP measures. Additional information concerning non-GAAP measures is included in our periodic filings with the Securities and Exchange Commission that are available in the “Investors – SEC Filings” section of CNO’s website, www.CNOinc.com. CNO Financial Group | Investor Presentation | September 5, 2012 3
  • 4. Strong Performance Sets Stage for CNO Recapitalization  Continued focus on the underserved and growing senior middle-income market – Profitable organic growth a priority  Business continues to perform well – Sales grew 9% in 1H2012 over 1H2011 – Operating earnings for 1H2012 up 8% over 1H2011  Continue to generate and proactively deploy significant amounts of excess capital – Strong statutory earnings and cash flows sent to the holding company – Increased share buyback program and initiated common stock dividend in 2Q2012 – RBC* and debt to capital ratios have improved  Performance and strategy recognized by ratings agencies – Moody’s upgraded senior secured credit rating to Ba3 – S&P updated senior secured rating outlook to positive (at B+) – A.M. Best upgraded financial strength rating to B++ * Risk-Based Capital (“RBC”) requirements provide a tool for insurance regulators to determine the levels of statutory capital and surplus an insurer must maintain in relation to its insurance and investment risks. The RBC ratio is the ratio of the statutory consolidated adjusted capital of our insurance subsidiaries to RBC. CNO Financial Group | Investor Presentation | September 5, 2012 4
  • 5. CNO Recapitalization Plan CNO Strategic Rationale Raising $900 million to pay off senior secured debt and repurchase majority of the convertible debentures  CNO performance, ratings momentum, and favorable market conditions coming together – Market is open and attractively priced – Opportunity to lower run-rate cost of capital  Pro forma EPS benefit of ~9% with stair step ROE increase of 40 bps – 12% reduction in diluted share count as of June 30, 2012 – No impact to statutory dividend and repurchase guidance; no impact to valuable tax asset  Ratings profile offers opportunity to improve financial flexibility – Pushes out near-term debt maturities and balances fixed and floating capital structure – Reestablishes amortization rates aligned with capital structure optimization  Reduces convertible overhang – Reduces uncertainty over conversion timing and concentrated ownership – Repurchase agreement executed with Paulson funds at discount to estimated market value CNO Financial Group | Investor Presentation | September 5, 2012 5
  • 6. CNO Recapitalization Plan CNO Capital Strategy  Maintain capital cushion to absorb stress-test conditions – Leverage in the 20% range with consolidated RBC > 350% – Interest coverage of at least 5x – Holding company liquidity > $100 million  Maintain positive ratings profile with goal of achieving investment grade – Recapitalization consistent with positive ratings actions – Pro forma key capital ratios consistent with investment grade standards  Balanced use of free cash flow – Support new business growth rates through capital retention – Defend core capital ratios in primary insurance subsidiaries – Deliver capital back to the shareholders through disciplined repurchase strategy and common stock dividend – Continue to de-lever through ongoing debt pay downs CNO Financial Group | Investor Presentation | September 5, 2012 6
  • 7. Recapitalization Advances Shareholder Value CNO ~8% $0.66 Operating EPS* $0.61 $0.52 $0.50 ~9% $0.38  Expected to reduce the weighted $0.35 average cost of debt by 160 bps  Leveraging lowers cost of capital; interest expense to remain relatively flat 2009 2010 2011 PF 2011 YTD PF YTD 2Q12 2Q12  Anticipate debt terms to reflect ~40 bps improved credit profile and ratings ~40 bps ROE* 6.1% 6.5% 6.0% 6.4%  Maintaining statutory dividend and 5.4% 4.5% buyback guidance  No impact to valuable tax asset and free cash flow 2009 2010 2011 PF 2011 YTD PF YTD 2Q12 2Q12 * Non-GAAP measures. See appendix for details. CNO Financial Group | Investor Presentation | September 5, 2012 7
  • 8. Strong and Improving Credit Profile CNO Positive Ratings Momentum S&P Senior Secured Rating BB- Today Dec. 21 st , 2010 Positive Outlook Improved financial flexibility: successful repayment of 2013 B+ credit facility & replacement with 9.0% senior secured notes B Aug. 4 th , 2011 Improved capital position and a cushion against debt B- covenants, focus on low-risk life sectors and reinsurance for riskier products Q2'10 Q3'10 Q4'10 Q1'11 Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Today Moody’s Senior Secured Rating Ba2 May. 26 th , 2010 Ba3 Increased financial flexibility after convertible refinancing, issuance of new equity and revision of loan terms in 4Q09 B1 Aug29 th , 2012 B2 Dec. 21 st , 2010 Substantially strengthened its financial flexibility with the Increased financial flexibility due to actions it has taken to reduce debt and improve holding B3 successful refinancing of CNO bank debt company liquidity and better laddering debt maturities Q2'10 Q3'10 Q4'10 Q1'11 Q2'11 Q3'11 Q4'11 Q1'12 Q2'12 Today On September 4, 2012, A.M. Best announced an upgrade from B+ to B++ in the financial strength ratings of our core operating companies CNO Financial Group | Investor Presentation | September 5, 2012 8
  • 9. Management Recapitalization Plan Financing Summary - $900 Million CNO Refinancing Summary Refinancing – Sources/Uses ($ in millions) The recapitalization plan includes  New senior secured credit agreement Sources consisting of a $250 million 4 yr term loan Proceeds from 4 Yr Term Loan $ 250.0 and a $400 million 6 yr term loan Proceeds from 6 Yr Term Loan 400.0 Proceeds from 8 Yr Secured Notes 250.0  Private offering of $250 million in senior Cash on hand 15.0 secured notes due 2020 Total Sources $ 915.0  An unfunded, $50 million, 3 yr revolving credit facility for contingent capital purposes Proceeds will be used to Uses Pay off Credit Facility $ 224.0  Repay $224 million outstanding under Retire 9% Notes 323.0 existing senior secured credit agreement Convertible repurchase 334.0  Repurchase $275 million aggregate principal Estimated fees, expenses, and OID 34.0 amount outstanding on 9% senior secured Total Uses $ 915.0 notes through tender offer  Repurchase $200 million aggregate principal amount of the 7.0% convertible senior debentures (1) (1) Repurchase agreement executed on September 4, 2012, with Paulson & Co., Inc. at discount to estimated market value, with final purchase price based on the volume weighted-average prices of CNO’s common stock over an agreed upon averaging period. CNO Financial Group | Investor Presentation | September 5, 2012 9
  • 10. Indicative Pro Forma Capitalization CNO As of June 30, 2012 ($ in millions) Changes Amount Pro Forma (+/-) Holding Company Cash and Investments (1) $ 198 $ (15) $ 183 Senior Secured Debt 499 (499) - New Senior Secured Debt - 900 900 Convertible Senior Unsecured Debentures 293 (200) 93 Unamortized Discount on Debt and Debentures (14) 10 (4) Total Debt $ 778 $ 211 $ 989 Equity (ex. AOCI) (2) 3,902 (181) 3,721 Capitalization $ 4,680 $ 4,710 Debt to Capital (excluding AOCI) (3) 16.6% 21.0% (1) Includes $76.0 million of cash and money market, $75.7 million of liquid fixed income investments and $46.0 million of alternative investments. (2) Change in equity calculated as sum of premium paid on repurchase of Convertible Senior Unsecured Debentures (assumed non-tax deductible), breakage of Senior Secured Notes (assumed tax deductible) and write-off of the unamortized discount / issue costs (a portion of which assumed tax deductible). (3) A non-GAAP measure. See appendix for details. CNO Financial Group | Investor Presentation | September 5, 2012 10
  • 11. Improved Pro Forma Debt Profile CNO ($ in millions) Current Maturity Profile1 Pro Forma Maturity Profile2 $ 379 $293 $275 $250 $ 93 $75 $74 $ 79 $55 $ 54 $ 60 $ 60 $20 $4 $ 14 2012 2013 2014 2015 2016 2017 2018 2019 2020 2012 2013 2014 2015 2016 2017 2018 2019 2020 Term Loan Senior Secured Notes Convertible Senior Unsecured Debentures  Extend maturities to 2020  Rebalance fixed and floating rate debt  Lower weighted average coupon rate  Reduce convertible overhang 1. As of June 30, 2012. Reflects principal amount of existing Convertible Unsecured Debentures. 2. Includes anticipated scheduled Term Loan amortization. CNO Financial Group | Investor Presentation | September 5, 2012 11
  • 12. Free Cash Flow CNO Sources Building While Recurring Uses Moderating ($ in millions) 2011 Capital Generation & Free Cash Flow $501 > $100mm retained for RBC Observations on 2011 $154 Build in 2011  RBC $97 million above 350% RBC target (2) $347 ~ $360  Over $100 million used to build RBC in 2011  Modest capital required to support business ($61) growth ~ $104 ($29) $209 Recapitalization  No material impact to Holdco liquidity position  Interest expense expected to remain flat initially $256  Structured for improved financial flexibility $138 Fees and Interest to Holdco Net statutory dividends to Holdco Capital Upstreamed Interest Holdco Free Generated to Holdco Paid Expenses Cash Flow (1) Retained capital for growth and (net) RBC build (1) Cash flow available for capital management and debt reduction (2) $360 million includes: (i) $256 million free cash flow, plus (ii) ~$100 million used to build RBC in 2011. Had we not retained these funds for RBC build, they would have been available for free cash flow. CNO Financial Group | Investor Presentation | September 5, 2012 12
  • 13. CNO – Track Record of Strong Execution CNO Q4 2008 Q1 2011 Separation of Closed Pre-paid $50 million on Block LTC business Senior Credit Facility Q2 2011 Q3 2007 Q4 2009 Began buying back stock Sale of $3 billion Refinanced convertible under repurchase plan Q3 2012 annuity block debentures putable in Sept 2010; (and making commensurate Launched issued new equity, paid down prepayments on the Senior recapitalization 2007/2008 and renegotiated Sr. Credit Credit Facility) CIG sales & marketing Facility rightsizing, and vacated excess Q3 2009 Q2 2012 Q1 2012 Chicago space - $11 Reinsurance Initiation of dividend Retired early $50 million annual expense of CIG Life Q4 2010 program million Senior Health reduction policies to Refinanced $650 Note Wilton Re million of debt Recapitalization plan continues a track record of strong execution  Reinsurance and separation transactions designed to reduce risk and improve capitalization  Cost structure initiatives aligning distribution and operations to better serve our target market  Lowering our cost of capital and improving financial flexibility as ratings improve  Balanced capital deployment – investment in growth, maintaining strong capital ratios and returning capital to shareholders CNO Financial Group | Investor Presentation | September 5, 2012 13
  • 14. Key Takeaways CNO  CNO franchise well positioned to grow with strong underlying catalysts and alignment of markets-distribution-products-shared services platform – Reinvestment back into expanded distribution driving sales growth with a stable earnings track record over the past 3 years  Financial performance continues to improve punctuated with strong overall capital generation, cash flow and liquidity – Manage to investment grade capitalization – Statutory dividend and buyback guidance unchanged  Strategic recapitalization plan – Opportunity to lower run-rate cost of capital – Market is open and attractively priced – Improved financial flexibility – Convertible overhang reduced – Meaningful “stair-step” for EPS and ROE CNO Financial Group | Investor Presentation | September 5, 2012 14
  • 15. Q&A CNO Financial Group | Investor Presentation | September 5, 2012 15
  • 16. Appendix CNO Financial Group | Investor Presentation | September 5, 2012 16
  • 17. Information Related to Certain Non-GAAP Financial Measures A reconciliation of net income applicable to common stock to net operating income (and related per-share amounts) is as follows (dollars in millions, except per-share amounts). In addition, the pro forma amounts reflect the impact of our recapitalization plan. Pro forma Pro forma YTD YTD 2011 Adjustments 2011 6/30/2012 Adjustments 6/30/2012 Net income applicable to common stock $ 335.7 $ - $ 335.7 $ 124.8 $ - $ 124.8 Net realized investment (gains) losses, net of related amortization and taxes (36.7) - (36.7) (32.8) - (32.8) Fair value changes in embedded derivative liabilities, net of related amortization and taxes 13.3 - 13.3 2.4 - 2.4 Valuation allowance for deferred tax assets (143.0) - (143.0) - - - Loss on extinguishment of debt 2.2 - 2.2 0.4 - 0.4 Net operating income (a non-GAAP financial measure) $ 171.5 $ - $ 171.5 $ 94.8 $ - $ 94.8 Per diluted share: Net income $ 1.15 $ 0.12 $ 1.27 $ 0.45 $ 0.04 $ 0.49 Net realized investment (gains) losses, net of related amortization and taxes (0.12) (0.02) (0.14) (0.11) (0.01) (0.12) Fair value changes in embedded derivative liabilities, net of related amortization and taxes 0.04 0.01 0.05 0.01 - 0.01 Valuation allowance for deferred tax assets (0.47) (0.06) (0.53) - - - Loss on extinguishment of debt 0.01 - 0.01 - - - Net operating income (a non-GAAP financial measure) $ 0.61 $ 0.05 $ 0.66 $ 0.35 $ 0.03 $ 0.38 CNO Financial Group | Investor Presentation | September 5, 2012 17
  • 18. Information Related to Certain Non-GAAP Financial Measures A reconciliation of operating income and shares used to calculate basic and diluted operations earnings per share is as follows (dollars in millions, except per-share amounts, and shares in thousands). In addition, the pro forma amounts reflect the impact of our recapitalization plan. Pro forma Pro forma YTD YTD 2011 Adjustments 2011 6/30/2012 Adjustments 6/30/2012 Operating income $ 171.5 $ - $ 171.5 $ 94.8 $ - $ 94.8 Add: interest expense on 7.0% Convertible Senior Debentures due 2016, net of income taxes 14.7 (10.0) 4.7 7.4 (5.0) 2.4 Total adjusted operating income $ 186.2 $ (10.0) $ 176.2 $ 102.2 $ (5.0) $ 97.2 Weighted average shares outstanding for basic earning per share 247,952 - 247,952 239,092 - 239,092 Effect of dilutive securities on weighted average shares: 7% Debentures 53,367 (36,428) 16,939 53,372 (36,431) 16,941 Stock option and restricted stock plan 2,513 - 2,513 2,475 - 2,475 Warrants 249 - 249 470 - 470 Weighted average shares outstanding for diluted earning per share 304,081 (36,428) 267,653 295,409 (36,431) 258,978 Operating earnings per diluted share $ 0.61 $ 0.66 $ 0.35 $ 0.38 CNO Financial Group | Investor Presentation | September 5, 2012 18
  • 19. Information Related to Certain Non-GAAP Financial Measures Operating return measures Management believes that an analysis of return before loss on extinguishment of debt, net realized gains or losses, fair value changes due to fluctuations in the interest rates used to discount embedded derivative liabilities related to our fixed index annuities and increases or decreases to our valuation allowance for deferred tax assets (“net operating income,” a non-GAAP financial measure) is important to evaluate the performance of the Company and is a key measure commonly used in the life insurance industry. Management uses this measure to evaluate performance because these items are unrelated to the Company’s continued operations. This non-GAAP financial measure also differs from return on equity because accumulated other comprehensive income (loss) has been excluded from the value of equity used to determine this ratio. Management believes this non-GAAP financial measure is useful because it removes the volatility that arises from changes in accumulated other comprehensive income (loss). Such volatility is often caused by changes in the estimated fair value of our investment portfolio resulting from changes in general market interest rates rather than the business decisions made by management. In addition, our equity includes the value of significant net operating loss carryforwards (included in income tax assets). In accordance with GAAP, these assets are not discounted, and accordingly will not provide a return to shareholders (until after it is realized as a reduction to taxes that would otherwise be paid). Management believes that excluding this value from the equity component of this measure enhances the understanding of the effect these non-discounted assets have on operating returns and the comparability of these measures from period-to- period. Operating return measures are used in measuring the performance of our business units and are used as a basis for incentive compensation. CNO Financial Group | Investor Presentation | September 5, 2012 19
  • 20. Information Related to Certain Non-GAAP Financial Measures The calculations of: (i) operating return on average capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure); and (ii) return on equity are as follows (dollars in millions). In addition, the pro forma amounts reflect the impact of our recapitalization plan. Pro forma Proforma LTM LTM 2011 Adjustments 2011 6/30/2012 Adjustments 6/30/2012 Operating return for purposes of calculating operating return on average capital $ 171.5 $ - $ 171.5 $ 178.6 $ - $ 178.6 Net income $ 335.7 $ - $ 335.7 $ 368.7 $ - $ 368.7 Trailing 4 Quarter Average Average capital, excluding accumulated other comprehensive income and net operating loss carryforwards (a non-GAAP financial measure) $ 2,828.0 $ (180.8) $ 2,647.2 $ 2,968.0 $ (180.8) $ 2,787.2 Common shareholders' equity $ 4,166.2 $ (180.8) $ 3,985.4 $ 4,574.4 $ (180.8) $ 4,393.6 Operating return on average capital, excluding accumulated other comprehensive income and net operating loss carryforwards (a non-GAAP financial measure) 6.1% 6.5% 6.0% 6.4% Return on equity 8.1% 8.4% 8.1% 8.4% (Continued on next page) CNO Financial Group | Investor Presentation | September 5, 2012 20
  • 21. Information Related to Certain Non-GAAP Financial Measures A reconciliation of average capital excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) to average common shareholders’ equity, is as follows (dollars in millions). In addition, the pro forma amounts reflect the impact of our recapitalization plan. (Continued from previous page) Pro forma Pro forma LTM LTM 2011 Adjustments 2011 6/30/2012 Adjustments 6/30/2012 Trailing 4 Quarter Average Average capital excluding accumulated other comprehensive income and net operating loss carryforwards (a non-GAAP financial measure) $ 2,828.0 $ (180.8) $ 2,647.2 $ 2,968.0 $ (180.8) $ 2,787.2 Net operating loss carryforwards 854.0 - 854.0 848.0 - 848.0 Accumulated other comprehensive income 484.2 - 484.2 758.4 - 758.4 Common shareholders' equity $ 4,166.2 $ (180.8) $ 3,985.4 $ 4,574.4 $ (180.8) $ 4,393.6 (Continued on next page) CNO Financial Group | Investor Presentation | September 5, 2012 21
  • 22. Information Related to Certain Non-GAAP Financial Measures A reconciliation of consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non- GAAP financial measure) to common shareholders’ equity, is as follows (dollars in millions). In addition, the pro forma amounts reflect the impact of our recapitalization plan. (Continued from previous page) Pro forma 4Q10 1Q11 2Q11 3Q11 4Q11 Average Adjustments Average Consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) $ 2,705.8 $ 2,777.1 $ 2,830.2 $ 2,868.7 $ 2,966.3 $ 2,828.0 $ (180.8) $ 2,647.2 Net operating loss carryforwards 853.1 829.1 810.6 916.6 865.9 854.0 - 854.0 Accumulated other comprehensive income 252.7 273.3 395.5 750.9 781.6 484.2 - 484.2 Common shareholders' equity $ 3,811.6 $ 3,879.5 $ 4,036.3 $ 4,536.2 $ 4,613.8 $ 4,166.2 $ (180.8) $ 3,985.4 (Continued on next page) CNO Financial Group | Investor Presentation | September 5, 2012 22
  • 23. Information Related to Certain Non-GAAP Financial Measures A reconciliation of consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non- GAAP financial measure) to common shareholders’ equity, is as follows (dollars in millions). In addition, the pro forma amounts reflect the impact of our recapitalization plan. (Continued from previous page) Pro forma 2Q11 3Q11 4Q11 1Q12 2Q12 Average Adjustments Average Consolidated capital, excluding accumulated other comprehensive income (loss) and net operating loss carryforwards (a non-GAAP financial measure) $ 2,830.2 $ 2,868.7 $ 2,966.3 $ 3,057.1 $ 3,129.9 $ 2,968.0 $ (180.8) $ 2,787.2 Net operating loss carryforwards 810.6 916.6 865.9 817.9 772.4 848.0 - 848.0 Accumulated other comprehensive income 395.5 750.9 781.6 808.0 990.8 758.4 - 758.4 Common shareholders' equity $ 4,036.3 $ 4,536.2 $ 4,613.8 $ 4,683.0 $ 4,893.1 $ 4,574.4 $ (180.8) $ 4,393.6 CNO Financial Group | Investor Presentation | September 5, 2012 23
  • 24. Information Related to Certain Non-GAAP Financial Measures Debt to capital ratio, excluding accumulated other comprehensive income (loss) This non-GAAP financial measure differs from the debt to capital ratio because accumulated other comprehensive (income) loss has been excluded from the value of capital used to determine this measure. Management believes this non-GAAP financial measure is useful because it removes the volatility that arises from changes in accumulated other comprehensive income (loss). Such volatility is often caused by changes in the estimated fair value of our investment portfolio resulting from changes in general market interest rates rather than the business decisions made by management. A reconciliation of the debt to capital ratio to debt to capital, excluding AOCI is as follows (dollars in millions). In addition, the pro forma amounts reflect the impact of our recapitalization plan. Pro forma 2Q12 Adjustments 2Q12 Corporate notes payable $ 778.2 $ 210.8 $ 989.0 Total shareholders' equity 4,893.1 (180.8) 4,712.3 Total capital 5,671.3 30.0 5,701.3 Corporate debt to capital 13.7% 17.3% Corporate notes payable $ 778.2 $ 210.8 $ 989.0 Total shareholders' equity 4,893.1 (180.8) 4,712.3 Less accumulated other comprehensive income (990.8) - (990.8) Total capital $ 4,680.5 $ 30.0 $ 4,710.5 Debt to total capital ratio, excluding AOCI (a non-GAAP financial measure) 16.6% 21.0% CNO Financial Group | Investor Presentation | September 5, 2012 24