UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
[ x ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED December 31, 1995 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
Commission file number: 1-9250
A. Full title of the plan and the address of the plan, if different
from that of the issuer named below:
ConsecoSave Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive offices:
Conseco, Inc.
11825 North Pennsylvania Street
Carmel, Indiana 46032
J:\11-K.94\11-KCVR.CNC
<PAGE>
CONSECOSAVE PLAN
INDEX
<TABLE>
<S> <C>
a) Financial Statements
Report of Independent Accountants.................................................................... 3
Statement of Net Assets Available for Plan Benefits - December 31, 1995 and 1994..................... 4
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1995 and 1994................................................... 5
Notes to Financial Statements........................................................................ 6
Supplemental schedules............................................................................... 12
b) Exhibit
23 Consent of Independent Accountants
2
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Plan Trustees
ConsecoSave Plan
Carmel, Indiana
We have audited the accompanying statement of net assets available for plan
benefits of the ConsecoSave Plan (the "Plan") as of December 31, 1995 and 1994,
and the related statement of changes in net assets available for plan benefits
for the years then ended. These financial statements are the responsibility of
the Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan as
of December 31, 1995 and 1994, and the changes in net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes as of December 31, 1995 and reportable transactions for
the year ended December 31, 1995 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Indianapolis, Indiana Coopers & Lybrand L.L.P.
June 14, 1996
3
<PAGE>
CONSECOSAVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
----------------- ----------------
<S> <C> <C>
Assets:
Investments in ConsecoSave Trust Portfolios at fair value:
Corporate Bond Portfolio (cost: 1995 - $6,511,148;
1994 - $7,116,890) $ 6,772,474 $ 6,759,602
Interest Income Portfolio (cost: 1995 - $21,280,156;
1994 - $21,053,290) 21,280,156 21,053,290
Equity Portfolio (cost: 1995 - $20,797,109; 1994 - $16,209,024) 23,845,210 17,313,910
Money Market Portfolio (cost: 1995 - $8,210,626;
1994 - $8,293,737) 8,210,626 8,293,737
Government Securities Portfolio (cost: 1995 - $4,250,247;
1994 - $4,588,883) 4,431,429 4,525,516
Conseco Stock Portfolio (cost: 1995 - $4,612,484;
1994 - $3,928,851) 7,601,416 4,545,661
CCP Stock Portfolio (cost: 1995 - $5,995; 1994 - $575,564) 5,995 519,683
BLH Stock Portfolio (cost: 1995 - $1,283,356; 1994 - $346,443) 1,298,166 344,385
----------------- -----------------
Total investments 73,445,472 63,355,784
Employer contribution receivable 2,810,580 1,490,799
----------------- -----------------
Net assets available for plan benefits $ 76,256,052 $ 64,846,583
================= =================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
4
<PAGE>
CONSECOSAVE PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
For the Years Ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
---------------- ----------------
<S> <C> <C>
Investment Income:
Interest and dividends $ 3,267,014 $ 2,889,813
Net realized gains (losses) on sales of investments 4,412,796 (733,040)
Net unrealized appreciation (depreciation) in fair value of investments 5,195,745 (1,989,846)
----------------- -----------------
Net investment income 12,875,555 166,927
----------------- -----------------
Contributions:
Employee contributions 9,094,926 7,946,994
Employer contributions 2,810,580 1,578,756
----------------- -----------------
Total contributions 11,905,506 9,525,750
----------------- -----------------
Deductions:
Benefits paid 13,353,410 8,332,406
Custodial fees 18,182 19,670
Transfer of assets to WesternSave Plan -- 1,085,589
----------------- -----------------
Total deductions 13,371,592 9,437,665
----------------- -----------------
Net increase in net assets available for plan benefits 11,409,469 255,012
Net assets available for plan benefits, beginning of year 64,846,583 64,591,571
----------------- -----------------
Net assets available for plan benefits, end of year $ 76,256,052 $ 64,846,583
================= =================
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
5
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS
1. Summary of Significant Accounting Policies
The accompanying financial statements of the ConsecoSave Plan (the
"Plan") have been prepared in accordance with generally accepted
accounting principles. In October 1995, BankersSave Plan, a plan
sponsored by Bankers Life and Casualty Company ("Bankers"), an indirect
subsidiary of the Plan sponsor, Conseco, Inc. ("Conseco"), was merged
into the Plan due to Conseco's intention to acquire substantially all
of the outstanding shares of Bankers' parent. The transaction was
accounted for as a pooling of interests and, therefore, all prior
period financial statements presented have been restated as if the
merger occurred at the beginning of such periods. The total assets of
BankersSave at December 31, 1994 were $55,892,037.
Investments
The Plan provides the following investment options for voluntary
employee contributions: Corporate Bond Portfolio, Interest Income
Portfolio, Equity Portfolio, Money Market Portfolio, Government
Securities Portfolio and Conseco Stock Portfolio. Employer
contributions are invested solely in the common stock of Conseco. The
Plan's investments, except for the affiliated stocks which are held by
the Trustees of the Plan, are maintained under a group annuity contract
in a separate account of Bankers National Life Insurance Company
("BNL"), an indirect wholly-owned subsidiary of Conseco.
Investments in each portfolio are valued monthly at the close of the
New York Stock Exchange's last business day, with the exception of
regional business holidays. The cost of investments sold is determined
on the specific identification basis. Investment transactions are
accounted for on the settlement date.
The Corporate Bond Portfolio invests in investment-grade and high-yield
corporate bonds. Securities for which representative market quotes are
readily available are valued at the mid-day mean between the bid and
ask prices as quoted by one or more dealers who make a market in such
securities. For securities not actively traded, the estimated fair
values are determined using values obtained from independent pricing
services.
The Interest Income Portfolio invests in guaranteed interest contracts
issued by life insurance companies. These contracts are carried at
their accumulated contract values, which are cost adjusted for interest
credited (at a blended rate of 6.40 percent and 6.58 percent at
December 31, 1995 and 1994, respectively). Such carrying values
approximate fair values. The contracts, interest rates, and expiration
dates are as follows:
<TABLE>
<S> <C> <C>
Bankers National Life Insurance Company - 1993 6.90% December 31, 1996
Beneficial Standard Life Insurance Company - 1993 7.05% December 31, 1997
Beneficial Standard Life Insurance Company - 1994 5.00% December 31, 1998
Great American Reserve Insurance Company - 1993 6.90% December 31, 1996
Great American Reserve Insurance Company - 1995 7.45% December 31, 2000
Western National Life Insurance Company - 1992 6.50% June 30, 1996
Western National Life Insurance Company - 1993 7.05% December 31, 1997
</TABLE>
The Equity Portfolio invests in selected equity securities and other
securities having the investment characteristics of common stocks. The
equity portion of the portfolio is widely diversified by both industry
and number of issuers. Investment opportunities are sought among
securities of larger, established companies, although securities of
smaller, less well known companies may also be selected. Equity
securities traded on a national securities exchange are valued at their
closing market prices. Fixed income securities for which representative
market quotes are readily available are valued at the mid-day mean
between the bid and ask prices as quoted by one or more dealers who
make a market in such securities. For fixed income securities not
actively traded, the estimated fair values are determined using values
obtained from independent pricing services.
6
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
1. Summary of Significant Accounting Policies (Continued)
Investments (continued)
The Money Market Portfolio invests in money market instruments maturing
within one year, with an average maturity of 120 days or less. Such
investments are carried at amortized cost which approximates fair
value.
The Government Securities Portfolio invests in securities issued by the
U.S. Government or an agency or instrumentality of the U.S. Government,
including mortgage-backed securities. The U.S. Government securities
which may be purchased include direct obligations issued by the U.S.
Treasury, such as Treasury Bills, certificates of indebtedness, notes
and bonds. Securities for which representative market quotes are
readily available are valued at the mid-day mean between the bid and
ask prices as quoted by one or more dealers who make a market in such
securities. For securities not actively traded, the estimated fair
values are determined using values obtained from independent pricing
services. Short-term investments are carried at amortized cost which
approximates fair value.
The Conseco Stock Portfolio invests in the common stock of Conseco
only. The return is based on changes in the market value of Conseco
common stock and dividends received, which are reinvested in Conseco
common stock. The Conseco common stock is valued at its closing market
price on the New York Stock Exchange.
Prior to August 31, 1995, the CCP Stock Portfolio invested in the
common stock of CCP Insurance, Inc. ("CCP") only. The return was based
on changes in the market value of CCP common stock and dividends
received, which were reinvested in CCP common stock. The CCP common
stock was valued at its closing market price on the New York Stock
Exchange. As of August 31, 1995, CCP was merged into Conseco. The
remaining balance in the CCP Stock Portfolio at December 31, 1995,
which consisted of money market funds, was distributed to participants
during the second quarter of 1996.
The BLH Stock Portfolio invests in the common stock of Bankers Life
Holding Corporation ("BLH") only. The return is based on changes in the
market value of BLH common stock and dividends received, which are
reinvested in BLH common stock. The BLH common stock is valued at its
closing market price on the New York Stock Exchange. Effective January
1995, no new contributions were accepted into this Portfolio.
Certain amounts from the prior year have been reclassified to conform
to the 1995 presentation.
Administrative Expenses
Operating expenses and maintenance fees incurred during the years ended
December 31, 1995 and 1994, except for investment custodial fees, were
paid by BNL on behalf of the Plan. Future payment of such expenses by
BNL is at Conseco's discretion.
Income Taxes
Under Sections 401(a) and 501(a), respectively, of the Internal Revenue
Code, the Plan is qualified and the ConsecoSave Trust, a collective
trust established under the Plan, is tax-exempt.
7
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
2. Plan Description
The Plan is a defined contribution plan pursuant to Section 401(k) of
the Internal Revenue Code. It is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). Established
April 1, 1989, and amended and restated on January 1, 1993 and October
1, 1995, the Plan includes all employees of Conseco and its
subsidiaries (other than employees of American Life Holdings, Inc.).
Participation is voluntary. Effective July 1, 1995, employees are
eligible to become a participant on the first day of the calendar
quarter immediately following (1) the employee's date of hire or on the
first day of any calendar quarter thereafter if such employee's
customary employment is for at least 1,000 hours of service per year;
or (2) if the employee's customary employment is less than 1,000 hours
of service per year, the last day of either the employee's initial
six-month period of employment or any subsequent six-month period
during which the employee completes 500 hours of service. From January
1 through July 1, 1995, employees were eligible to become a participant
in the Plan on the first day of the calendar quarter immediately
following the employee's date of hire or on the first day of any
calendar quarter thereafter. Prior to January 1, 1995, employees who
had completed six consecutive months of service were eligible to become
a participant in the Plan.
Employee contributions to the Plan are made through periodic payroll
deductions in increments of 1.0 percent of the participant's annual
earnings, not to exceed the lesser of 15.0 percent of the participant's
annual earnings or the maximum amount specified by federal tax law
($9,240 for pre-tax contributions for 1995 and 1994). Payroll
deductions may be made on a pre-tax and after-tax basis. Participants
must contribute at least 5.0 percent pre-tax in order to make
concurrent after-tax contributions. Participants designate the
portfolios to which their contributions are made. Prior to January 1,
1995, participants must have contributed at least 4.0 percent pre-tax
in order to make concurrent after-tax contributions.
During 1994 and the last six months of 1995, Conseco matched 50.0
percent of each participant's pre-tax contributions up to a maximum of
4.0 percent of the participant's annual earnings. During the first six
months of 1995, Conseco matched 100.0 percent of each participant's
pre-tax contributions up to a maximum of 5.0 percent of the
participant's annual earnings. Additional amounts may be contributed by
Conseco at the discretion of its Board of Directors. All employer
contributions are made to the Conseco Stock Portfolio, which invests
solely in Conseco common stock. Such contributions are made no later
than the due date for filing Conseco's federal income tax return,
including extensions.
Participants are immediately vested in their voluntary contributions
plus actual earnings thereon. Participants who were in the plan prior
to December 31, 1992 have a gradual vesting schedule based upon length
of service and are fully vested in Conseco's contributions after five
years of service. After that date, participants are still subject to a
gradual vesting schedule based upon length of service but are fully
vested after six years. The non-vested interests of withdrawn
participants are used to reduce Conseco's future contributions.
All benefits under the Plan are paid in cash in a lump sum, whole
shares of Conseco or BLH common stock, or a combination thereof. A
participant may make withdrawals after age 59 1/2, and under certain
circumstances, hardship withdrawals and after-tax deposit account
withdrawals. Portfolio transfers are allowed quarterly in 1.0 percent
increments.
Participants may obtain loans up to 50.0 percent of the vested portion
of their account balances, excluding employer contributions in Conseco
stock, to a maximum loan of $50,000. Only one loan may be outstanding
at a time. Repayment of both principal and interest is made to the
participant's account via payroll deduction or a lump sum.
8
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
2. Plan Description (continued)
The Plan is administered by the Plan Administrator, who is appointed by
Conseco's Board of Directors, and who establishes the rules and
procedures necessary for the Plan's operations. Although it has not
expressed any intent to do so, Conseco has the right to terminate the
Plan. In the event the Plan is terminated, each participant's account
shall be nonforfeitable with respect to both the participant's and
employer's contributions and the net assets shall be set aside for
payment to the participants. Distribution shall be made by the Trustee
in a lump sum or in substantially equal installments during a period
not exceeding one year following such termination.
The foregoing description of the Plan provides only limited
information. Participants should refer to the Summary Plan Description
for a more complete description of the Plan's provisions.
3. Transfer of Plan Assets
On April 1, 1994, the WesternSave Plan was established in connection
with the sale of Conseco's majority ownership interest in Western
National Life Insurance Company. The balances of the Equity Portfolio,
the Money Market Portfolio, the Interest Income Portfolio, the
Corporate Bond Portfolio and the Government Securities Portfolio
attributable to Western National employees, totaling $1,085,589, were
transferred to the WesternSave Plan.
9
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
4. Changes in Net Assets Available for Plan Benefits By Portfolio
<TABLE>
<CAPTION>
For the Year Ended December 31, 1995
--------------------------------------------------------------------------------------------------------
Corporate Interest Money Government Conseco CCP BLH
Bond Income Equity Market Securities Stock Stock Stock
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Total
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest and
dividends $ 501,518 $ 1,376,319 $ 520,472 $ 493,510 $ 303,237 $ 23,933 $ 3,353 $ 44,672 $ 3,267,014
Net realized gains
(losses) on sales
of investments 222,936 -- 3,995,336 -- 177,243 43,724 (7,215) (19,228) 4,412,796
Net unrealized
appreciation
(depreciation)
in fair value
of investments 603,468 -- 1,918,265 -- 242,134 2,369,540 55,881 6,457 5,195,745
----------------------------------------------------------------------------------------------------------
Net investment
income 1,327,922 1,376,319 6,434,073 493,510 722,614 2,437,197 52,019 31,901 12,875,555
----------------------------------------------------------------------------------------------------------
Contributions:
Employee
contributions 837,512 2,632,129 2,755,029 1,191,223 615,250 924,044 82,752 56,987 9,094,926
Employer
contributions -- -- -- -- -- 2,810,580 -- -- 2,810,580
----------------------------------------------------------------------------------------------------------
Total
contributions 837,512 2,632,129 2,755,029 1,191,223 615,250 3,734,624 82,752 56,987 11,905,506
----------------------------------------------------------------------------------------------------------
Deductions:
Benefits paid 1,084,494 4,252,729 3,361,726 2,293,114 1,111,133 966,742 90,513 192,959 13,353,410
Custodial fees 3,408 185 7,177 3,483 2,282 605 544 498 18,182
----------------------------------------------------------------------------------------------------------
Total deductions 1,087,902 4,252,914 3,368,903 2,296,597 1,113,415 967,347 91,057 193,457 13,371,592
----------------------------------------------------------------------------------------------------------
Net employee transfers (1,064,660) 471,332 711,101 528,753 (318,536) 305,355 (557,402) (75,943) --
----------------------------------------------------------------------------------------------------------
Net increase (decrease)
in net assets available
for plan benefits 12,872 226,866 6,531,300 (83,111) (94,087) 5,509,829 (513,688) (180,512) 11,409,469
Net assets available for
plan benefits,
beginning of year 6,759,602 21,053,290 17,313,910 8,293,737 4,525,516 4,902,167 519,683 1,478,678 64,846,583
----------------------------------------------------------------------------------------------------------
Net assets available for
plan benefits, end
of year $ 6,772,474 $21,280,156 $ 23,845,210 $8,210,626 $4,431,429 $ 10,411,996 $ 5,995 $1,298,166 $76,256,052
==========================================================================================================
</TABLE>
10
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
4. Changes in Net Assets Available for Plan Benefits By Portfolio (Continued)
<TABLE>
<CAPTION>
For the Year Ended December 31, 1994
----------------------------------------------------------------------------------------------------------
Corporate Interest Money Government Conseco CCP BLH
Bond Income Equity Market Securities Stock Stock Stock
Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio Total
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest and
dividends $ 566,540 $ 1,166,629 $ 361,413 $ 328,255 $ 400,659 $ 56,906 $ 4,022 $ 5,389 $ 2,889,813
Net realized gains
(losses) on sales
of investments (361,185) -- 255,954 -- (483,046) (33,805) (110,938) (20) (733,040)
Net unrealized
appreciation
(depreciation)
in fair value
of investments (395,217) -- (96,626) -- (14,360) (1,358,168) (123,418) (2,057) (1,989,846)
----------------------------------------------------------------------------------------------------------
Net investment
income (189,862) 1,166,629 520,741 328,255 (96,747) (1,335,067) (230,334) 3,312 166,927
----------------------------------------------------------------------------------------------------------
Contributions:
Employee
contributions 1,166,327 1,983,414 2,054,195 865,725 751,284 762,079 259,412 104,558 7,946,994
Employer
contributions 22,261 19,240 6,710 3,750 2,312 386,565 3,625 1,134,293 1,578,756
----------------------------------------------------------------------------------------------------------
Total
contributions 1,188,588 2,002,654 2,060,905 869,475 753,596 1,148,644 263,037 1,238,851 9,525,750
----------------------------------------------------------------------------------------------------------
Deductions:
Benefits paid 831,106 2,745,665 1,950,410 1,310,469 975,512 409,630 100,897 8,717 8,332,406
Custodial fees 3,861 7 9,488 3,428 2,169 321 321 75 19,670
Transfer of assets
to WesternSave Plan 119,418 279,007 98,686 114,073 23,058 451,347 -- -- 1,085,589
----------------------------------------------------------------------------------------------------------
Total deductions 954,385 3,024,679 2,058,584 1,427,970 1,000,739 861,298 101,218 8,792 9,437,665
----------------------------------------------------------------------------------------------------------
Net employee transfers (2,007,123) 4,057,168 (1,743,264) 231,431 (1,599,287) 774,222 41,546 245,307 --
----------------------------------------------------------------------------------------------------------
Net increase (decrease)
in net assets available
for plan benefits (1,962,782) 4,201,772 (1,220,202) 1,191 (1,943,177) (273,499) (26,969) 1,478,678 255,012
Net assets available
for plan benefits,
beginning of year 8,722,384 16,851,518 18,534,112 8,292,546 6,468,693 5,175,666 546,652 -- 64,591,571
----------------------------------------------------------------------------------------------------------
Net assets available
for plan benefits,
end of year $ 6,759,602 $ 21,053,290 $17,313,910 $ 8,293,737 $ 4,525,516 $ 4,902,167 $ 519,683 $1,478,678 $64,846,583
==========================================================================================================
</TABLE>
11
<PAGE>
CONSECOSAVE PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
December 31, 1995
<TABLE>
<CAPTION>
(c) (d) (e)
Description of Investment Cost Current Value
<S> <C> <C>
Assets Held in Common/Collective Trust $66,951,121 $73,445,472
ConsecoSave Trust
</TABLE>
12
<PAGE>
CONSECOSAVE PLAN
ITEM 27 (D) - SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1995
<TABLE>
<CAPTION>
Current
Expenses Value of
Identity Description Number Incurred Cost Asset on
of Party of of Purchase Selling with of Transaction Gain Employee
Involved Transactions Transactions Price Price Transaction Asset Date (Loss) Withdrawals
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Various Employee Withdrawals 44 -- -- -- -- $ 13,353,410 -- $ 13,353,410
</TABLE>
13
<PAGE>
CONSECOSAVE PLAN
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees of the Plan have duly caused this annual report to be signed on its
behalf by the undersigned thereunto duly authorized.
CONSECOSAVE PLAN
Dated: June 26, 1996 By: /s/ ROLLIN M. DICK
-------------------
Rollin M. Dick, Trustee
14
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Conseco, Inc. on Form S-8 (File Nos. 33-57931 and 33-58710) of our report dated
June 14, 1996, on our audits of the financial statements and supplemental
schedules of the ConsecoSave Plan as of December 31, 1995 and 1994, and for the
years then ended, which report is included in this Annual Report on Form 11-K.
Coopers & Lybrand L.L.P.
Indianapolis, Indiana
June 26, 1996
