SCHEDULE II

Condensed Financial Information of Registrant (Parent Company)

Balance Sheet

as of December 31, 2016 and 2015

(Dollars in millions)



ASSETS
	2016		2015
Fixed maturities, available for sale, at fair value (amortized cost: 2016 - $-; 2015 - $5.0)	$	—	$	5.0
Cash and cash equivalents - unrestricted	106.1		128.9
Equity securities at fair value (cost: 2016 - $166.5; 2015 - $247.3)	167.9		254.9
Trading securities	—		1.0
Investment in wholly-owned subsidiaries (eliminated in consolidation)	5,220.3		4,809.2
Income tax assets, net	99.5		58.5
Receivable from subsidiaries (eliminated in consolidation)	2.0		3.8
Other assets	1.8		3.1
Total assets	$	5,597.6	$	5,264.4

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable	$	912.9	$	911.1
Payable to subsidiaries (eliminated in consolidation)	128.4		135.9
Other liabilities	69.4		78.9
Total liabilities	1,110.7		1,125.9
Commitments and Contingencies
Shareholders' equity:
Common stock and additional paid-in capital ($0.01 par value, 8,000,000,000 shares authorized, shares issued and outstanding: 2016 - 173,753,614; 2015 - 184,028,511)	3,213.8		3,388.6
Accumulated other comprehensive income	622.4		402.8
Retained earnings	650.7		347.1
Total shareholders' equity	4,486.9		4,138.5
Total liabilities and shareholders' equity	$	5,597.6	$	5,264.4

The accompanying notes are an integral part

of the condensed financial statements.

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES

SCHEDULE II

Condensed Financial Information of Registrant (Parent Company)

Statement of Operations

for the years ended December 31, 2016, 2015 and 2014

(Dollars in millions)



	2016			2015			2014
Revenues:
Net investment income	$	15.6		$	16.9		$	12.7
Net realized investment gains	17.7			3.5			11.1
Intercompany losses (eliminated in consolidation)	—			(1.5		)	(1.0		)
Total revenues	33.3			18.9			22.8
Expenses:
Interest expense	45.8			45.2			44.0
Intercompany expenses (eliminated in consolidation)	.9			.4			.3
Operating costs and expenses	48.2			21.0			66.6
Loss on extinguishment of debt	—			32.8			.6
Total expenses	94.9			99.4			111.5
Loss before income taxes and equity in undistributed earnings of subsidiaries	(61.6		)	(80.5		)	(88.7		)
Income tax benefit on period income	(54.6		)	(37.9		)	(34.1		)
Loss before equity in undistributed earnings of subsidiaries	(7.0		)	(42.6		)	(54.6		)
Equity in undistributed earnings of subsidiaries (eliminated in consolidation)	365.2			313.3			106.0
Net income	$	358.2		$	270.7		$	51.4

The accompanying notes are an integral part

of the condensed financial statements.

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES

SCHEDULE II

Condensed Financial Information of Registrant (Parent Company)

Statement of Cash Flows

for the years ended December 31, 2016, 2015 and 2014

(Dollars in millions)



	2016			2015			2014
Cash flows from operating activities	$	(114.0	)	$	(55.1	)	$	(66.7	)
Cash flows from investing activities:
Sales of investments	305.0			66.5			229.8
Sales of investments - affiliated*	—			16.0			18.3
Maturities and redemptions of investments - affiliated*	—			8.3			—
Purchases of investments	(198.4		)	(68.6		)	(320.1		)
Purchases of investments - affiliated*	—			(3.4		)	(30.7		)
Net sales of trading securities	12.0			11.8			9.9
Dividends received from consolidated subsidiary, net of capital contributions of $200.0 in 2016, nil in 2015 and $18.8 in 2014*	92.5			269.7			423.5
Net cash provided by investing activities	211.1			300.3			330.7
Cash flows from financing activities:
Issuance of notes payable, net	—			910.0			—
Payments on notes payable	—			(797.1		)	(62.9		)
Expenses related to extinguishment or modification of debt	—			(17.8		)	(.6		)
Issuance of common stock	8.4			6.3			5.0
Payments to repurchase common stock and warrants	(206.7		)	(361.5		)	(376.5		)
Common stock dividends paid	(54.8		)	(52.0		)	(51.0		)
Investment borrowings - repurchase agreements, net	—			(20.4		)	20.4
Issuance of notes payable to affiliates*	217.1			234.4			257.8
Payments on notes payable to affiliates*	(83.9		)	(104.8		)	(100.7		)
Net cash used by financing activities	(119.9		)	(202.9		)	(308.5		)
Net increase (decrease) in cash and cash equivalents	(22.8		)	42.3			(44.5		)
Cash and cash equivalents, beginning of the year	128.9			86.6			131.1
Cash and cash equivalents, end of the year	$	106.1		$	128.9		$	86.6

* Eliminated in consolidation

The accompanying notes are an integral part

of the condensed financial statements.

CNO FINANCIAL GROUP, INC. AND SUBSIDIARIES

SCHEDULE II

Notes to Condensed Financial Information

1. Basis of Presentation

The condensed financial information should be read in conjunction with the consolidated financial statements of CNO Financial Group, Inc. The condensed financial information includes the accounts and activity of the parent company.