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SHAREHOLDERS' EQUITY | 12 Months Ended
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Dec. 31, 2024
Equity [Abstract] |
SHAREHOLDERS' EQUITY | SHAREHOLDERS' EQUITY In May 2011, the Company announced a securities repurchase program. In 2024, 2023 and 2022, we repurchased 8.9 million, 6.6 million and 7.6 million shares, respectively, for $281.6 million, $165.1 million and $180.0 million, respectively, under the securities repurchase program. The Company had remaining repurchase authority of $240.3 million as of December 31, 2024. The Company's Board of Directors authorized the repurchase of an additional $500.0 million of the Company's outstanding shares of common stock in February 2025. In 2024, 2023 and 2022, dividends declared on common stock totaled $67.5 million ($0.63 per common share), $67.9 million ($0.59 per common share) and $65.0 million ($0.55 per common share), respectively. In May 2024, the Company increased its quarterly common stock dividend to $0.16 per share from $0.15 per share. In May 2023, the Company increased its quarterly common stock dividend to $0.15 per share from $0.14 per share. In May 2022, the Company increased its quarterly common stock dividend to $0.14 per share from $0.13 per share. The Company has a long-term incentive plan which permits the grant of CNO incentive or non-qualified stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance shares or units and certain other equity-based awards to certain directors, officers and employees of the Company and certain other individuals who perform services for the Company (although no grants have been made to such other individuals). As of December 31, 2024, 2023 and 2022, there were 2.9 million shares, 4.1 million shares and 5.6 million shares, respectively, that were available for issuance under the plan. Our stock option awards are generally granted with an exercise price equal to the market price of the Company's stock on the date of grant and a maximum term of ten years. Our stock options granted in 2015 through 2019 generally vested on a graded basis over a three year service term and expire ten years from the date of grant. In 2018, one grant of 1.6 million of stock options vested on a graded basis over a five year service term and expires ten years from the date of grant. There have been no stock options granted since 2019. The vesting periods for our awards of restricted stock units generally range from immediate vesting to a period of three years. We record forfeitures as they occur. A summary of the Company's stock option activity and related information for 2024 is presented below (shares in thousands; dollars in millions):
| Shares |  | Weighted average exercise price |  | Weighted average remaining life (in years) |  | Aggregate intrinsic value
Outstanding at the beginning of the year | 2,185 |  |  | $ | 19.45 |  |  |  |  |
Exercised | (374) |  |  | (19.24) |  |  |  |  | $ | 5.7 |
Forfeited or terminated | (20) |  |  | (20.38) |  |  |  |  |
Outstanding at the end of the year | 1,791 |  |  | 19.48 |  |  | 3.0 |  | $ | 31.8 |
Options exercisable at the end of the year | 1,791 |  |  |  |  | 3.0 |  | $ | 31.8 |
A summary of the Company's stock option activity and related information for 2023 is presented below (shares in thousands; dollars in millions):
| Shares |  | Weighted average exercise price |  | Weighted average remaining life (in years) |  | Aggregate intrinsic value
Outstanding at the beginning of the year | 2,736 |  |  | $ | 19.45 |  |  |  |  |
Exercised | (484) |  |  | (19.43) |  |  |  |  | $ | 2.9 |
Forfeited or terminated | (67) |  |  | (19.62) |  |  |  |  |
Outstanding at the end of the year | 2,185 |  |  | 19.45 |  |  | 3.9 |  | $ | 11.8 |
Options exercisable at the end of the year | 2,185 |  |  |  |  | 3.9 |  | $ | 11.8 |
A summary of the Company's stock option activity and related information for 2022 is presented below (shares in thousands; dollars in millions, except per share amounts):
| Shares |  | Weighted average exercise price |  | Weighted average remaining life (in years) |  | Aggregate intrinsic value
Outstanding at the beginning of the year | 3,411 |  |  | $ | 19.28 |  |  |  |  |
Exercised | (618) |  |  | (18.43) |  |  |  |  | $ | 3.8 |
Forfeited or terminated | (57) |  |  | (20.18) |  |  |  |  |
Outstanding at the end of the year | 2,736 |  |  | 19.45 |  |  | 4.7 |  | $ | 15.1 |
Options exercisable at the end of the year | 2,540 |  |  |  |  | 4.6 |  | $ | 14.1 |
Compensation expense related to stock options was not material for each of the three years ended December 31, 2024. Compensation expense related to stock options had no impact on either basic or diluted earnings per share in 2024, and reduced both by less than one cent in 2023 and by one cent in 2022. At December 31, 2024, there was no unrecognized compensation expense for non-vested stock options. Cash received by the Company from the exercise of stock options was $7.2 million, $9.2 million and $10.4 million during 2024, 2023 and 2022, respectively. The following table summarizes information about stock options outstanding at December 31, 2024 (shares in thousands):
|  |  |  | Options outstanding |  | Options exercisable
Range of exercise prices |  | Number outstanding |  | Remaining life (in years) |  | Weighted Average exercise price |  | Number exercisable |  | Average exercise price
$15.08 - $21.06 |  | 1,559 |  |  | 3.0 |  | $ | 18.91 |  |  | 1,559 |  |  | $ | 18.91 |
$23.33 |  | 232 |  |  | 3.1 |  | 23.33 |  |  | 232 |  |  | 23.33 |
|  | 1,791 |  |  |  |  |  |  | 1,791 |  |  |
The Company granted restricted stock of 0.5 million for each of the three years ended December 31, 2024, to certain directors, officers and employees of the Company at a weighted average fair value of $27.59 per share, $24.93 per share and $23.59 per share, respectively, based on the market value of the underlying share on the date of grant. The fair value of such grants totaled $12.4 million, $11.5 million and $12.0 million in 2024, 2023 and 2022, respectively. Such amounts are recognized as compensation expense over the vesting period of the restricted stock. A summary of the Company's non-vested restricted stock activity for 2024 is presented below (shares in thousands):
| Shares |  | Weighted average grant date fair value
Non-vested shares, beginning of year | 988 |  |  | $ | 23.41 |
Granted | 451 |  |  | 27.59 |
Vested | (459) |  |  | 23.86 |
Forfeited | (9) |  |  | 25.69 |
Non-vested shares, end of year | 971 |  |  | 25.12 |
At December 31, 2024, the unrecognized compensation expense for non-vested restricted stock totaled $10.9 million which is expected to be recognized over a weighted average period of 1.8 years. At December 31, 2023, the unrecognized compensation expense for non-vested restricted stock totaled $10.1 million. We recognized compensation expense related to restricted stock awards totaling $11.4 million, $10.9 million and $9.9 million in 2024, 2023 and 2022, respectively. The fair value of restricted stock that vested during 2024, 2023 and 2022 was $12.6 million, $10.4 million and $8.3 million, respectively. The Company granted performance units totaling 0.4 million in each of the three years ended December 31, 2024. The criteria for payment for such awards are based on certain company-wide performance levels that must be achieved within a specified performance time (generally one to three years), each as defined in the award. The performance units granted in 2024, 2023 and 2022 provide for a payout of up to 200 percent of the award if certain performance thresholds are achieved. Unless antidilutive, the diluted weighted average shares outstanding would reflect the number of performance units expected to be issued, using the treasury stock method. A summary of the Company's performance units is presented below (shares in thousands):
| Total shareholder return awards |  | Operating return on equity awards |  | Operating earnings per share awards
Awards outstanding at December 31, 2021 | 203 |  |  | 635 |  |  | 425 |
Granted in 2022 | — |  |  | 204 |  |  | 204 |
Additional shares issued pursuant to achieving certain performance criteria (a) | 188 |  |  | 186 |  |  | — |
Shares vested in 2022 | (389) |  |  | (390) |  |  | — |
Forfeited | — |  |  | (24) |  |  | (25) |
Awards outstanding at December 31, 2022 | 2 |  |  | 611 |  |  | 604 |
Granted in 2023 | — |  |  | 215 |  |  | 216 |
Additional shares issued pursuant to achieving certain performance criteria (a) | — |  |  | 221 |  |  | 221 |
Shares vested in 2023 | (1) |  |  | (443) |  |  | (441) |
Forfeited | — |  |  | (9) |  |  | (9) |
Awards outstanding at December 31, 2023 | 1 |  |  | 595 |  |  | 591 |
Granted in 2024 | — |  |  | 197 |  |  | 197 |
Additional shares issued pursuant to achieving certain performance criteria (a) | — |  |  | 68 |  |  | 80 |
Shares vested in 2024 | (1) |  |  | (258) |  |  | (269) |
Forfeited | — |  |  | (9) |  |  | (9) |
Awards outstanding at December 31, 2024 | — |  |  | 593 |  |  | 590 |
_________________________ (a) The performance units that vested in 2022, 2023 and 2024 provided for a payout of up to 200 percent of the award if certain performance levels were achieved. The grant date fair value of the performance units awarded is determined using the Monte Carlo valuation method, including an assumption of volatility based on historical share prices, and was $11.1 million and $11.9 million in 2024 and 2023, respectively. We recognized compensation expense of $11.0 million, $11.3 million and $13.8 million in 2024, 2023 and 2022, respectively, related to the performance units. As further discussed in the footnote to the consolidated financial statements entitled "Income Taxes", the Company's Board of Directors adopted the Section 382 Rights Agreement in 2009 and has amended and extended the Section 382 Rights Agreement on five occasions, most recently effective November 13, 2023. The Section 382 Rights Agreement, as amended, is designed to protect shareholder value by preserving the value of our tax assets primarily associated with NOLs. At the time the Section 382 Rights Agreement was adopted, the Company declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock. The dividend was payable on January 30, 2009, to the shareholders of record as of the close of business on that date and a Right is also attached to each share of CNO common stock issued after that date. Pursuant to the Section 382 Rights Agreement, as amended, each Right entitles the shareholder to purchase from the Company one one-thousandth of a share of Series F Junior Participating Preferred Stock, par value $0.01 per share (the "Junior Preferred Stock"), of the Company at a price of $110.00 per one one-thousandth of a share of Junior Preferred Stock. The description and terms of the Rights are set forth in the Section 382 Rights Agreement, as amended. The Rights would become exercisable in the event any person or group (subject to certain exemptions) becomes an owner of more than 4.99 percent of the outstanding stock of CNO (a "Threshold Holder") without the approval of the Board of Directors or an existing shareholder who is currently a Threshold Holder acquires additional shares exceeding one percent of our outstanding shares without prior approval from the Board of Directors. A reconciliation of net income and shares used to calculate basic and diluted earnings per share is as follows (dollars in millions and shares in thousands):
| 2024 |  | 2023 |  | 2022 |  |
Net income for basic earnings per share | $ | 404.0 |  |  | $ | 276.5 |  |  | $ | 630.6 |  |  |
Shares: |  |  |  |  |  |  |
Weighted average shares outstanding for basic earnings per share | 106,144 |  |  | 113,275 |  |  | 115,733 |  |  |
Effect of dilutive securities on weighted average shares: |  |  |  |  |  |  |
Amounts related to employee benefit plans | 1,972 |  |  | 1,849 |  |  | 1,984 |  |  |
Weighted average shares outstanding for diluted earnings per share | 108,116 |  |  | 115,124 |  |  | 117,717 |  |  |
Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Restricted shares (including our performance units) are not included in basic earnings per share until vested. Diluted earnings per share reflect the potential dilution that could occur if outstanding stock options were exercised and restricted stock was vested. The dilution from options and restricted shares is calculated using the treasury stock method. Under this method, we assume the proceeds from the exercise of the options (or the unrecognized compensation expense with respect to restricted stock and performance units) will be used to purchase shares of our common stock at the average market price during the period, reducing the dilutive effect of the exercise of the options (or the vesting of the restricted stock and performance units). Accumulated other comprehensive loss included in shareholders' equity as of December 31, 2024 and 2023, is comprised of the following (dollars in millions):
| 2024 |  | 2023
Net unrealized losses on investments having no allowance for credit losses | $ | (1,281.6) |  |  | $ | (1,235.2) |
Unrealized losses on investments with an allowance for credit losses | (1,108.7) |  |  | (931.0) |
Change in discount rates for liability for future policy benefits | 624.5 |  |  | 133.4 |
Change in instrument-specific credit risk for market risk benefits | 1.4 |  |  | 4.8 |
Deferred income tax assets | 393.0 |  |  | 451.2 |
Accumulated other comprehensive loss | $ | (1,371.4) |  |  | $ | (1,576.8) |

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