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
FOR THE FISCAL YEAR ENDED December 31, 1996 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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
<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, 1996 and 1995..................... 4
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1996 and 1995................................................... 5
Notes to Financial Statements........................................................................ 6
Supplemental schedules............................................................................... 13
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, 1996 and 1995,
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, 1996 and 1995, 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, 1996 and reportable transactions for
the year ended December 31, 1996 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.
/s/ COOPERS & LYBRAND L.L.P.
---------------------------
Indianapolis, Indiana Coopers & Lybrand L.L.P.
June 17, 1997
3
<PAGE>
CONSECOSAVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Assets:
Investments in ConsecoSave Trust Portfolios at fair value:
Conseco Stock Portfolio (cost: 1996 - $9,578,405; 1995 - $4,615,248) $ 25,259,972 $ 7,601,416
Corporate Bond Portfolio (cost: 1996 - $7,060,964; 1995 - $6,511,148) 7,127,940 6,772,474
Equity Portfolio (cost: 1996 - $30,850,464; 1995 - $20,797,109) 38,008,383 23,845,210
Government Securities Portfolio (cost: 1996 - $4,222,867; 1995 - $4,250,247) 4,213,587 4,431,429
Interest Income Portfolio (cost: 1996 - $18,262,158; 1995 - $21,280,156) 18,262,158 21,280,156
Money Market Portfolio (cost: 1996 - $7,701,476; 1995 - $8,210,626) 7,701,476 8,210,626
S & P 500 Portfolio (cost: 1996 - $3,661,736) 4,044,768 --
BLH Stock Portfolio (cost: 1996 - $831,891; 1995 - $1,293,766) 996,213 1,298,166
CCP Stock Portfolio (cost: 1995 - $5,995) -- 5,995
------------ -----------
Total investments 105,614,497 73,445,472
Employer contribution receivable 1,827,351 2,810,580
------------ -----------
Net assets available for plan benefits $107,441,848 $76,256,052
============ ===========
<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 year ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
------------ -----------
<S> <C> <C>
Investment income:
Interest and dividends $ 2,757,735 $ 3,267,014
Net realized gains on sales of investments 7,931,279 4,412,796
Net unrealized appreciation in fair value of investments 16,963,359 5,195,745
------------ -----------
Net investment income 27,652,373 12,875,555
------------ -----------
Contributions:
Employee contributions 10,957,362 9,094,926
Employer contributions 1,827,351 2,810,580
Assets transferred in conjunction with mergers 2,365,171 --
------------ -----------
Total contributions 15,149,884 11,905,506
----------- -----------
Deductions:
Benefits paid 11,625,239 13,353,410
Custodial fees (Note 1) (8,778) 18,182
------------ -----------
Total deductions 11,616,461 13,371,592
------------ -----------
Net increase in net assets available for plan benefits 31,185,796 11,409,469
Net assets available for plan benefits, beginning of year 76,256,052 64,846,583
------------ -----------
Net assets available for plan benefits, end of year $107,441,848 $76,256,052
============ ===========
<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. During 1996, the plan sponsor, Conseco, Inc. ("Conseco")
acquired American Life Holdings, Inc. ("ALH") and Life Partners Group, Inc.
("LPG") and their 401(k) plans were merged into the Plan. The total 401(k)
assets of ALH and LPG prior to their acquisitions were $825,786 and
$1,539,385, respectively.
Investments
The Plan provides the following investment options for voluntary employee
contributions: Conseco Stock Portfolio, Corporate Bond Portfolio, Interest
Income Portfolio, Equity Portfolio, Money Market Portfolio, Government
Securities Portfolio and, new in 1996, the S & P 500 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. The cost of investments sold is
determined on the specific identification basis. Investment transactions
are accounted for on the settlement date.
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.
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 6.45 percent and 6.40 percent at December 31, 1996
and 1995, 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 5.35% December 31, 1997
Bankers National Life Insurance Company - 1996 7.00% December 31, 1997
Beneficial Standard Life Insurance Company - 1993 7.05% December 31, 1997
Beneficial Standard Life Insurance Company - 1994 5.00% December 31, 1998
Beneficial Standard Life Insurance Company - 1996 6.00% December 31, 2001
Great American Reserve Insurance Company - 1993 5.35% December 31, 1997
Great American Reserve Insurance Company - 1995 7.45% December 31, 2000
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
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 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 Standard & Poor's ("S & P") 500 Portfolio, offered beginning in 1996,
invests in a Standard and Poor's Depository Receipt, which is a trust
traded on the American Stock Exchange under the ticker symbol SPY, that is
intended to track the price performance and dividend yield of the S & P 500
index.
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 invested in the common stock of Bankers Life
Holding Corporation ("BLH") only. The return was based on changes in the
market value of BLH common stock and dividends received, which were
reinvested in BLH common stock. The BLH common stock was valued at its
closing market price on the New York Stock Exchange. Effective April 1,
1995, no new contributions were accepted into this portfolio and on
December 31, 1996, Conseco completed the purchase of BLH common shares it
did not already own in a transaction pursuant to which BLH merged with a
wholly owned subsidiary of Conseco (the "BLH Merger"). The shares at
December 31, 1996 were converted into Conseco common stock pursuant to the
terms of the BLH Merger and the Conseco common stock was deposited in the
Conseco Stock Portfolio during the first quarter of 1997.
Administrative Expenses
Operating expenses and maintenance fees incurred during the years ended
December 31, 1996 and 1995, except for investment custodial fees, were paid
by Conseco Services, LLC and BNL, respectively, on behalf of the Plan.
Future payment of such expenses by Conseco Services, LLC is at Conseco's
discretion. During 1996, earnings credits on Plan deposits held by
financial institutions exceeded custodial fees incurred.
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.
2. Plan Description
The Plan is a defined contribution plan pursuant to Section 401(k) of the
Internal Revenue Code. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA"). Established on
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.
Participation is voluntary. Effective July 1, 1995, employees are eligible
7
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS
to become a participant on the first day of the calendar quarter
immediately following (1) the employee's date of hire or any calendar
quarter thereafter if such employee's customary employment is for at least
1,000 hours of service per year; or (2) 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,
if such employee's customary employment is less than 1,000 hours of service
per year. 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 ($9,500
for pre-tax contributions for 1996 and $9,240 for 1995). 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 were
required to contribute at least 4.0 percent pre-tax in order to make
concurrent after-tax contributions.
During 1996 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 are
allowed to make hardship withdrawals and after-tax deposit account
withdrawals. Participants are permitted to transfer account balances
between portfolios 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 the Conseco
Stock Portfolio, 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.
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.
8
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
3. Changes in Net Assets Available for Plan Benefits By Portfolio
<TABLE>
<CAPTION>
For the Year Ended December 31, 1996
----------------------------------------------------------------------------------
Conseco Corporate Government Interest
Stock Bond Equity Securities Income
Portfolio Portfolio Portfolio Portfolio Portfolio Subtotals (a)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest and
dividends $ 65,555 $ 497,046 $ 227,694 $ 283,849 $ 1,189,282 $ 2,263,426
Net realized gains
on sales of
investments 319,196 81,076 7,452,005 37,128 -- 7,889,405
Net unrealized
appreciation
(depreciation)
in fair value
of investments 12,695,399 (194,350) 4,109,818 (190,462) -- 16,420,405
------------------------------------------------------------------------------------
Net investment
income 13,080,150 383,772 11,789,517 130,515 1,189,282 26,573,236
------------------------------------------------------------------------------------
Contributions:
Employee
contributions 1,475,583 1,072,943 3,811,726 612,460 1,916,234 8,888,946
Employer
contributions 1,827,351 -- -- -- -- 1,827,351
Assets transferred in
conjunction with mergers 638,040 264,540 543,699 158,283 152,558 1,757,120
------------------------------------------------------------------------------------
Total
contributions 3,940,974 1,337,483 4,355,425 770,743 2,068,792 12,473,417
------------------------------------------------------------------------------------
Deductions:
Benefits paid 1,410,369 824,950 2,840,259 660,418 4,532,208 10,268,204
Custodial fees 405 (1,748) (5,161) (1,378) -- (7,882)
------------------------------------------------------------------------------------
Total deductions 1,410,774 823,202 2,835,098 659,040 4,532,208 10,260,322
------------------------------------------------------------------------------------
Net employee transfers 1,064,977 (542,587) 853,329 (460,060) (1,743,864) (828,205)
------------------------------------------------------------------------------------
Net increase (decrease)
in net assets available
for plan benefits 16,675,327 355,466 14,163,173 (217,842) (3,017,998) 27,958,126
Net assets available for
plan benefits,
beginning of year 10,411,996 6,772,474 23,845,210 4,431,429 21,280,156 66,741,265
------------------------------------------------------------------------------------
Net assets available for
plan benefits, end
of year $27,087,323 $ 7,127,940 $38,008,383 $4,213,587 $18,262,158 $94,699,391
====================================================================================
<FN>
(a) Amounts are carried forward to page 10.
</FN>
</TABLE>
9
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
3. Changes in Net Assets Available for Plan Benefits By Portfolio, continued
<TABLE>
<CAPTION>
For the Year Ended December 31, 1996, continued
---------------------------------------------------------------------------------------
Money S & P BLH CCP
Market 500 Stock Stock
Subtotals (a) Portfolio Portfolio Portfolio Portfolio Total
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest and
dividends $ 2,263,426 $ 420,835 $ 50,294 $ 23,111 $ 69 $ 2,757,735
Net realized gains
on sales of
investments 7,889,405 4 7,010 34,860 -- 7,931,279
Net unrealized
appreciation
(depreciation)
in fair value
of investments 16,420,405 -- 383,032 159,922 -- 16,963,359
-------------------------------------------------------------------------------------
Net investment
income 26,573,236 420,839 440,336 217,893 69 27,652,373
-------------------------------------------------------------------------------------
Contributions:
Employee
contributions 8,888,946 1,084,152 984,264 -- -- 10,957,362
Employer
contributions 1,827,351 -- -- -- -- 1,827,351
Assets transferred in
conjunction with mergers 1,757,120 242,690 365,361 -- -- 2,365,171
-------------------------------------------------------------------------------------
Total
contributions 12,473,417 1,326,842 1,349,625 -- -- 15,149,884
-------------------------------------------------------------------------------------
Deductions:
Benefits paid 10,268,204 1,148,732 85,499 122,804 -- 11,625,239
Custodial fees (7,882) (1,286) -- 390 -- (8,778)
--------------------------------------------------------------------------------------
Total deductions 10,260,322 1,147,446 85,499 123,194 -- 11,616,461
--------------------------------------------------------------------------------------
Net employee transfers (828,205) (1,109,385) 2,340,306 (396,652) (6,064) --
--------------------------------------------------------------------------------------
Net increase (decrease)
in net assets available
for plan benefits 27,958,126 (509,150) 4,044,768 (301,953) (5,995) 31,185,796
Net assets available for
plan benefits,
beginning of year 66,741,265 8,210,626 -- 1,298,166 5,995 76,256,052
-------------------------------------------------------------------------------------
Net assets available for
plan benefits, end
of year $94,699,391 $ 7,701,476 $4,044,768 $ 996,213 $ -- $107,441,848
=====================================================================================
<FN>
(a) Amounts have been carried forward from page 9.
</FN>
</TABLE>
10
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
3. Changes in Net Assets Available for Plan Benefits By Portfolio (Continued)
<TABLE>
<CAPTION>
For the Year Ended December 31, 1995
--------------------------------------------------------------------------------------------------------
Conseco Corporate Government Interest Money BLH CCP
Stock Bond Equity Securities Income Market 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 $ 23,933 $ 501,518 $ 520,472 $ 303,237 $ 1,376,319 $ 493,510 $ 44,672 $ 3,353 $ 3,267,014
Net realized gains
(losses) on sales
of investments 43,724 222,936 3,995,336 177,243 -- -- (19,228) (7,215) 4,412,796
Net unrealized
appreciation
(depreciation)
in fair value
of investments 2,369,540 603,468 1,918,265 242,134 -- -- 6,457 55,881 5,195,745
----------------------------------------------------------------------------------------------------------
Net investment
income 2,437,197 1,327,922 6,434,073 722,614 1,376,319 493,510 31,901 52,019 12,875,555
----------------------------------------------------------------------------------------------------------
Contributions:
Employee
contributions 924,044 837,512 2,755,029 615,250 2,632,129 1,191,223 56,987 82,752 9,094,926
Employer
contributions 2,810,580 -- -- -- -- -- -- -- 2,810,580
----------------------------------------------------------------------------------------------------------
Total
contributions 3,734,624 837,512 2,755,029 615,250 2,632,129 1,191,223 56,987 82,752 11,905,506
----------------------------------------------------------------------------------------------------------
Deductions:
Benefits paid 966,742 1,084,494 3,361,726 1,111,133 4,252,729 2,293,114 192,959 90,513 13,353,410
Custodial fees 605 3,408 7,177 2,282 185 3,483 498 544 18,182
----------------------------------------------------------------------------------------------------------
Total deductions 967,347 1,087,902 3,368,903 1,113,415 4,252,914 2,296,597 193,457 91,057 13,371,592
----------------------------------------------------------------------------------------------------------
Net employee transfers 305,355 (1,064,660) 711,101 (318,536) 471,332 528,753 (75,943) (557,402) --
----------------------------------------------------------------------------------------------------------
Net increase (decrease)
in net assets available
for plan benefits 5,509,829 12,872 6,531,300 (94,087) 226,866 (83,111) (180,512) (513,688) 11,409,469
Net assets available for
plan benefits,
beginning of year 4,902,167 6,759,602 17,313,910 4,525,516 21,053,290 8,293,737 1,478,678 519,683 64,846,583
----------------------------------------------------------------------------------------------------------
Net assets available for
plan benefits, end
of year $10,411,996 $6,772,474 $ 23,845,210 $4,431,429 $21,280,156 $8,210,626 $1,298,166 $ 5,995 $76,256,052
==========================================================================================================
</TABLE>
11
<PAGE>
4. Subsequent Events (Unaudited)
On February 28, 1997, in honor of Conseco's 15th anniversary, a special
employer contribution was awarded for each employee of 15 shares of Conseco
common stock which was added to each employee's account in the ConsecoSave
Plan. This contribution was subject to the normal vesting rules.
On May 1, 1997, the Plan was enhanced to accommodate daily valuation. The
enhancements include a voice response system and the replacement or
addition of several investment options. The Corporate Bond and the Equity
Portfolios were replaced by the new equity and fixed income mutual funds
and an asset allocation mutual fund was added. These funds are offered by
the Conseco Fund Group which is managed by Conseco Capital Management, a
wholly owned subsidiary of Conseco. The Equity Portfolio will be investing
in selected equity securities and other securities having the investment
characteristics of common stocks. The Fixed Income Portfolio will be
investing primarily in investment grade debt securities. The Asset
Allocation Portfolio will be investing in debt securities, equity
securities and money market instruments.
12
<PAGE>
CONSECOSAVE PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
December 31, 1996
<TABLE>
<CAPTION>
(c) (d) (e)
Description of Investment Cost Current Value
------------------------- ---- -------------
<S> <C> <C>
Assets Held in Common/Collective Trust
ConsecoSave Trust $82,169,961 $105,614,497
</TABLE>
13
<PAGE>
CONSECOSAVE PLAN
ITEM 27 (D) - SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1996
<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 25 -- -- -- -- $11,625,239 -- $11,625,239
</TABLE>
14
<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 20, 1997 By: /s/ ROLLIN M. DICK
-------------------
Rollin M. Dick, Trustee
15
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 17, 1997, on our audits of the financial statements and supplemental
schedules of the ConsecoSave Plan as of December 31, 1996 and 1995, and for the
years then ended, which report is included in this Annual Report on Form 11-K.
/s/ COOPERS & LYBRAND L.L.P.
----------------------------
Coopers & Lybrand L.L.P.
Indianapolis, Indiana
June 19, 1997
