8-K

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UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

 PURSUANT TO SECTION 13 OR 15(d) OF THE

 SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  June 14, 2010

CNO Financial Group, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-31792	75-3108137
(State or Other  Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer  Identification No.)

11825 North Pennsylvania Street

Carmel, Indiana  46032

(Address of Principal Executive Offices) (Zip Code)

(317) 817-6100

(Registrant’s telephone number, including area code)

Conseco, Inc.

(Former Name or Former Address, if Changed Since

 Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On June 14, 2010, CNO Financial Group, Inc. (the "Company") issued additional information to be used in connection with the Macquarie Small & Mid Cap Conference to be held on June 16, 2010.  A copy of this information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained under Item 2.02 in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01(d). Financial Statements and Exhibits.

The following materials are furnished as exhibits to this Current Report on Form 8-K:

99.1 Presentation for the Macquarie Small & Mid Cap Conference.  

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SIGNATURES

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

	CNO Financial Group, Inc.
Date: June 14, 2010
	By:	/s/ John R. Kline
		John R. Kline
		Senior Vice President and Chief Accounting Officer

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EX-99.1

Macquarie Small & Mid Cap Conference

June 16, 2010

Exhibit 99.1

CNO Financial Group

2

Forward-looking statements

Cautionary Statement Regarding Forward-Looking Statements.  Our statements, trend analyses and other information contained in
these materials relative to markets for CNO Financial Group’s products and trends in CNO Financial Group’s operations or financial
results, as well as other statements, contain forward-looking statements within the meaning of the federal securities laws and the Private
Securities Litigation Reform Act of 1995.  Forward-looking statements typically are identified by the use of terms such as “anticipate,”
“believe,” “plan,” “estimate,” “expect,” “project,” “intend,” “may,” “will,” “would,” “contemplate,” “possible,” “attempt,” “seek,” “should,”
“could,” “goal,” “target,” “on track,” “comfortable with,” “optimistic” and similar words, although some forward-looking statements are
expressed differently. You should consider statements that contain these words carefully because they describe our expectations, plans,
strategies and goals and our beliefs concerning future business conditions, our results of operations, financial position, and our business
outlook or they state other ‘‘forward-looking’’ information based on currently available information. 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:  (i) general economic, market and political conditions, including the performance and fluctuations of the financial markets
which may affect our ability to raise capital or refinance existing indebtedness and the cost of doing so; (ii) our ability to continue to satisfy
the financial ratio and balance requirements and other covenants of our debt agreements; (iii) our ability to generate sufficient liquidity to
meet our debt service obligations and other cash needs; (iv) our ability to obtain adequate and timely rate increases on our supplemental
health products including our long-term care business; (v) the receipt of required regulatory approvals for dividend and surplus debenture
interest payments from our insurance subsidiaries; (vi) mortality, morbidity, the increased cost and usage of health care services,
persistency, the adequacy of our previous reserve estimates and other factors which may affect the profitability of our insurance products;
(vii) changes in our assumptions related to the cost of policies produced or the value of policies in force at the effective date of our
emergence from bankruptcy; (viii) the recoverability of our deferred tax asset and the effect of potential tax rate changes on its value; (ix)
changes in accounting principles and the interpretation thereof; (x) 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;
(xi) performance and valuation of our investments, including the impact of realized losses (including other-than-temporary impairment
charges); (xii) 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; (xiii) the ultimate outcome of lawsuits filed against us
and other legal and regulatory proceedings to which we are subject; (xiv) our ability to complete the remediation of the material weakness
in internal controls over our actuarial reporting process and to maintain effective controls over financial reporting; (xv) our ability to
continue to recruit and retain productive agents and distribution partners and customer response to new products, distribution channels
and marketing initiatives; (xvi) our ability to achieve eventual upgrades of the financial strength ratings of CNO Financial Group and our
insurance company subsidiaries as well as the potential impact of rating downgrades on our business; (xvii) the risk factors or
uncertainties listed from time to time in our filings with the Securities and Exchange Commission; (xviii) regulatory changes or actions,
including those relating to regulation of the financial affairs of our insurance  companies, such as the payment of dividends and surplus
debenture interest to us, regulation of financial services affecting (among other things) bank sales and underwriting of insurance products,
regulation of the sale, underwriting and pricing of products, and health care regulation affecting health insurance products; and (xix)
changes in the Federal income tax laws and regulations which may affect or eliminate the relative tax advantages of some of our
products. 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.

CNO Financial Group

3

•Focused provider of supplemental
health, protection and accumulation
products to underserved senior middle
market; 3.9 million policies in force

•Operates through three active
segments; 94% controlled distribution

•Bankers Life: strong career agent
franchise

•Colonial Penn: direct distribution
platform with solid growth potential

•Washington National: wholly
owned distributor (PMA) and
independent agents

Conseco

Yesterday & Today

•Pursued roll-up strategy of insurance
companies

•19 acquisitions for combined
consideration $6B through 1997

•Made “diversifying” acquisition of
manufactured housing lender Green Tree
for $6B in 1998

•Problems with Green Tree forced
Conseco into bankruptcy in 2002
(insurance companies continued
operating)

•Emerged from bankruptcy in 2003

CNO Financial Group

4

How we have changed…Fix, Focus & Grow

•Strengthened CNO’s leadership team

•Reinsured $3 billion block of annuities, reducing risk and raising cash

•Moved 250 back-office jobs from Chicago to Carmel, reducing costs, creating single back
office, freeing up real estate

•Changed management incentives to reward sales of profitable business, increasing
focus on businesses where CNO has competitive advantages

•Spun off legacy long-term care business to Pennsylvania trust, reducing risk and
earnings volatility

•In 2009:

•Completed two significant reinsurance deals, receiving $100 million in ceding
commission

•Refinanced $293 million of convertible debentures early

•Raised $296 million in public and private equity deals, and

•Repaid $285 million in long-term debt

•At 3/31/10, debt/capital was 22%; Risk Based Capital ratio was 319%

CNO Financial Group

5

•Defined and differentiated by focus on senior and middle-income markets

Target Market

Products

Distribution

•Diversified, small risk amount protection products (3.9 million policies in force)

•Not ratings dependent

•Virtually no variable business (no sales since 2002)

•Bankers: “kitchen table” sales model through 5,600+ career agents

•Colonial Penn: direct sales

•Washington National: independent producers; wholly owned marketing
company (PMA) now 65% of sales

•Growing agent counts and productivity

Operating Performance

Investments

•Minimal investment in exotic securities

•Highly diversified portfolio

•93% Investment Grade

•Strong core operating performance

•Compound annual sales growth approaching 7% over 5 years

•Exited low-margin lines of business

•Substantially reduced volatility by separating LTC run-off business

•Capital and risk-management initiatives reduced earnings

CNO at a glance

CNO Financial Group

6

CNO has expertise
across important middle
- -market products

•Equity-Indexed Life and
Annuity Products
(Longevity Solutions)

•Long-Term Care

•Final expense

•Specified Disease

CNO can access
consumers across
multiple channels

•With an Agent (Retail)

•Bankers

•Washington National

•PMA (CNO-owned)

•Without an Agent (Direct)

•Colonial Penn

•At Work (Worksite Marketing)

•PMA Worksite Division

•Washington National -
Independents

Strong trends are driving
middle-market consumers

•Rising medical costs

•Decline of societal safety
nets (government and
employer)

CNO: The right products and the right channels for
today’s middle-market consumer

CNO Financial Group

7

•Focused on middle-income senior
market with Medicare supplement,
life, annuity, LTC, Medicare Part D
and Medicare Advantage products

•“Kitchen-table” sales model
through 5,600 career agents and
sales managers

•150+ branches nationwide

•Focused on middle-income
working Americans in farm/rural
markets and retirees with
supplemental health and protection
products

•Worksite sales to small business,
education, government, healthcare
and credit unions

•Distribution through independent
producers, including over 800 with
PMA (wholly owned marketing
company)

•Focused on lower middle-income
retirees with simple, low-cost life
insurance products

•Direct response model with media
and mail-based lead generation
with robust telemarketing support

Captive

Direct

Independent

2009 Collected Premium / Pre-tax Operating Income*($ in millions)

$3,001 / $278

$919 / $67 (CIG)

$195 / $29

* Refer to appendix for more information regarding this non-GAAP measure.

Broad distribution reach

CNO Financial Group

8

Few competitors in our target space

National

CNO Financial Group

9

Recent results demonstrate CNO’s potential

•Q1 2010 marks fifth consecutive quarter of GAAP net income

•2009 Statutory Operating Earnings (net of tax) of $264 million

•RBC up to 319% at 3/31/2010

•Continued focus on profitable growth in all three insurance segments

•2009 EBIT* up 16% over 2008

•Continued to grow our business

•2009 core sales up 6% over 2008

•Holding company liquidity of $131.2 million at 3/31/2010

•Book value per share, excluding AOCL*, of $15.24 at 3/31/2010

•Rating upgrades and improved outlook

* Refer to appendix for more information regarding this non-GAAP measure.

CNO Financial Group

10

2009 Collected Premiums by Product

2009 Pre-Tax Operating Earnings by
Distribution Channel

2009 Collected Premiums by
Distribution Channel

Annuities
27.7%

LTC
15.4%

Life
15.9%

Bankers
74.2%

Bankers
73%

CIG
22%

Colonial Penn
5%

CIG
18.0%

Colonial Penn
7.8%

Other
0.5%

PDP and
PFFS
10.8%

Specified
Disease
9.3%

Medicare
Supplement
20.4%

Total: $4,114.8 million

Total: $374.7 million

CIG
PMA
17.0%

CIG
5%

CNO: selling protection products through
controlled distribution

CNO Financial Group

11

Bankers (b)

Colonial Penn

CIG

218.0

233.5

268.6

294.3

306.5

56.4

68.8

99.2

78.4

71.8

(a)Measured by new annualized premium, which includes 6% of annuity and 10% of single premium whole life deposits and 100% of all other premiums, PDP sales equal
$210 per enrolled policy ($200 in 2008), PFFS sales equal $2,320 per enrolled policy ($2,250 in 2008).

(b)Excludes group business not sold by Bankers agents

319.0

72.0

Total New Sales Across Business Units(NAP - $ in millions) (a)

CNO Financial Group

12

Segmenting CIG’s business for greater
transparency, accountability and focus

•CIG is splitting into two segments:

•Washington National

•Other CNO Business

•Other CNO Business comprised primarily of CIG’s closed blocks

•Will be separately managed from current/growing business

•Accounts for about two-thirds of CIG’s capital

•Expect to begin reporting on new segment basis effective Q3 2010

•Bankers

•Colonial Penn

•Washington National

•Other CNO Business

•Corporate

CNO Financial Group

13

Q1 2010 summary

•Core sales and lead generation continued to be strong

•Impact of health care reform

•Medicare Supplement and Medicare Advantage

•Potential opportunities in Supplemental Health market

•Launched CNO Financial Group investor brand on May 12

•Future focus:

•Improve results of underperforming blocks in “Other CNO Business”
segment

•Drive sales growth in all channels

CNO Financial Group

14

CNO Financial Group: the road ahead

•A turnaround story

•Strategic separation of most of LTC run-off

•Progress on improving profitability

•Strategic focus on senior middle-market

•Defined by our markets, not our products

•Little competition in target segment

•Attractive growth and profit potential

•Broad reach across the market

•Demographics are trending favorably

•First of Boomer population will become Medicare-eligible in 2011; in 10
years, number of those turning 65 of age annually will increase by 50%
(U.S. Census Bureau, 2008)

•Capital restructuring is key

Questions and Answers

Appendix

Certain Non-GAAP Financial Measures

The following provides additional information regarding certain non-GAAP measures used in this
presentation.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.While
management believes these measures are useful to enhance understanding and comparability of our
financial results, these non-GAAP measures should not be considered as 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
“Investor - SEC Filings” section of our website, www.CNOinc.com.

Operating earnings measures
Management believes that an analysis of net income applicable to common stock before loss on
extinguishment or modification of debt, net realized gains or losses and increases 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 loss on
extinguishment or modification of debt, realized investment gains or losses and increases to our
valuation allowance for deferred tax assets are unrelated to the Company’s continuing operations.

Information Related to Certain Non-GAAP Financial Measures

Information Related to Certain Non-GAAP Financial Measures

Book value, excluding accumulated other comprehensive income, per share
This non-GAAP financial measure differs from book value per share because accumulated other comprehensive
income has been excluded from the book value used to determine the measure.Management believes this non-
GAAP financial 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.

A reconciliation from book value per share to book value per share, excluding accumulated other comprehensive
income (loss) is as follows (dollars in millions, except per share amounts):

Information Related to Certain Non-GAAP Financial Measures