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, 1997 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, 1997 and 1996..................... 4
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1997 and 1996................................................... 5
Notes to Financial Statements........................................................................ 6
Supplemental schedules............................................................................... 16
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, 1997 and 1996,
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, 1997 and 1996, 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, 1997 and reportable transactions for
the year ended December 31, 1997 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, 1998
3
<PAGE>
CONSECOSAVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Assets:
Investments in ConsecoSave Trust Portfolios at fair value:
Conseco Fund Group:
Asset Allocation Fund (cost: 1997 - $1,176,950) $ 1,115,647 $ --
Equity Fund (cost: 1997 - $37,388,789) 42,342,438 --
Fixed Income Fund (cost: 1997 - $7,454,359) 7,585,227 --
Conseco Stock Portfolio (cost: 1997 - $23,246,348; 1996 - $9,578,405) 49,308,243 25,259,972
Corporate Bond Portfolio (cost: 1996 - $7,060,964) -- 7,127,940
Equity Portfolio (cost: 1996 - $30,850,464) -- 38,008,383
Government Securities Portfolio (cost: 1997 - $4,195,463; 1996 - $4,222,867) 4,230,572 4,213,587
Interest Income Portfolio (cost: 1997 - $15,981,608; 1996 - $18,262,158) 15,981,608 18,262,158
Money Market Portfolio (cost: 1997 - $9,443,902; 1996 - $7,701,476) 9,443,902 7,701,476
S & P 500 Portfolio (cost: 1997 - $7,276,547; 1996 - $3,661,736) 9,116,422 4,044,768
BLH Stock Portfolio (cost: 1996 - $831,891) -- 996,213
------------ ------------
Total investments 139,124,059 105,614,497
Employer contribution receivable 2,414,654 1,827,351
------------ ------------
Net assets available for plan benefits $141,538,713 $107,441,848
============ ===========
<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, 1997 and 1996
<TABLE>
<CAPTION>
1997 1996
------------ -----------
<S> <C> <C>
Investment income:
Interest and dividends $ 6,785,534 $ 2,757,735
Net realized gains on sales of investments 6,488,561 7,931,279
Net unrealized appreciation in fair value of investments 9,515,557 16,963,359
------------ ------------
Net investment income 22,789,652 27,652,373
------------ ------------
Contributions:
Employee contributions 15,811,445 10,957,362
Employer contributions 4,666,623 1,827,351
Assets transferred in conjunction with mergers (Note 1) 3,498,745 2,365,171
------------ ------------
Total contributions 23,976,813 15,149,884
------------ ------------
Deductions:
Benefits paid 12,669,600 11,625,239
Custodial fees (Note 1) -- (8,778)
------------ ------------
Total deductions 12,669,600 11,616,461
------------ ------------
Net increase in net assets available for plan benefits 34,096,865 31,185,796
Net assets available for plan benefits, beginning of year 107,441,848 76,256,052
------------ ------------
Net assets available for plan benefits, end of year $141,538,713 $107,441,848
============ ============
<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 which require management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities as of the date of
the financial statements and the reported amounts of income and expense
during the reporting period. Actual results may differ from these
estimates. During 1996, the plan sponsor, Conseco, Inc. ("Conseco"),
acquired American Life Holdings, Inc. ("ALH"), Life Partners Group,
Inc. ("LPG"), American Travellers Corporation ("ATC") and Transport
Holdings Inc. ("THI"). The total 401(k) assets of ALH, LPG, ATC and THI
transferred to the Plan were $825,786, $1,539,385, $1,313,034 and
$277,702, respectively. During 1997, Conseco acquired Capitol American
Financial Corporation ("CAF") and Intramerica Life Insurance Company
("ILI"). The total 401(k) assets of CAF and ILI transferred to the Plan
were $1,322,318 and $585,691, respectively. The 401(k) plans of ALH and
LPG were merged with the Plan in 1996 and the 401(k) plans of ATC, THI,
CAF and ILI were merged into the Plan in 1997.
Investments
The Plan provides the following investment options for voluntary
employee contributions: Conseco Stock Portfolio, Conseco Fund Group -
Asset Allocation, Equity and Fixed Income Funds, Interest Income
Portfolio, Money Market Portfolio, Government Securities Portfolio, and
the Standard and Poor's 500 Index ("S & P 500") Portfolio. Employer
contributions are invested solely in the common stock of Conseco. The
Plan's investments, except for the Conseco Stock portfolio which is
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 at the close of the
New York Stock Exchange business day. The cost of investments sold is
determined on the specific identification basis. Investment
transactions are accounted for on the settlement date.
On May 1, 1997, the Corporate Bond and Equity Portfolios were replaced
with the Equity and Fixed Income funds, respectively, and a new Asset
Allocation fund was added. The new funds are offered by Conseco Fund
Group, which is managed by Conseco Capital Management, Inc., a
wholly-owned subsidiary of Conseco. The Asset Allocation Fund invests
in debt securities, equity securities, and money market instruments.
The Equity Fund invests primarily in equity securities and other
securities having the investment characteristics of common stocks. The
Fixed Income Fund invests primarily in investment-grade debt
securities. These funds are valued using the net asset value of their
respective portfolios at the end of each New York Stock Exchange
business day.
The Conseco Stock Portfolio only invests in the common stock of Conseco
except for residual cash which may remain in the fund from time to
time. The Conseco common stock is valued at its closing market price on
the New York Stock Exchange.
The BLH Stock Portfolio invested in the common stock of Bankers Life
Holding Corporation ("BLH") only. 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 deposited in the
Conseco Stock Portfolio during the first quarter of 1997.
6
<PAGE>
The Interest Income Portfolio invests in guaranteed interest contracts
issued by affiliated life insurance companies. These contracts are
carried at their accumulated contract values, which are cost adjusted
for interest credited (at a blended rate of 5.94 percent and 6.45
percent at December 31, 1997 and 1996, respectively). Such carrying
values approximate fair values. As of December 31, 1997, the contracts,
interest rates, and expiration dates are as follows:
<TABLE>
<S> <C> <C>
Bankers National Life Insurance Company - 1996 7.00% June 30, 2001
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 - 1995 7.45% December 31, 2000
Great American Reserve Insurance Company - 1997 5.35% December 31, 1999
</TABLE>
For all of the following portfolios, except the Money Market Portfolio,
the securities traded on a national securities exchange are valued at
closing market prices, or lacking any sales, at the mean between the
closing bid and asked prices. Securities traded in the
over-the-counter-market are valued at the mean between the bid and
asked prices or yield equivalent as obtained from one or more dealers
who make a market in such securities. For securities for which market
quotations are not readily available, the estimated fair values are
determined using values obtained from independent pricing services.
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.
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 S & P 500 Portfolio invests in a Standard and Poor's Depository
Receipt, which is a trust that is traded on the American Stock Exchange
(Ticker Symbol SPY) and is intended to track the price performance and
dividend yield of the S & P 500 index.
Administrative Expenses
Operating expenses and maintenance fees incurred during the years ended
December 31, 1997 and 1996, except for investment custodial fees, were
paid by Conseco Services, LLC on behalf of the Plan. Future payment of
such expenses by Conseco Services, LLC is at Conseco's discretion.
During 1997, the actual expenses were offset by accumulated earnings'
credits. During 1996, earnings' credits on Plan deposits held by
financial institutions exceeded custodial fees incurred.
7
<PAGE>
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, October
1, 1995, and January 1, 1997, the Plan includes all employees of
Conseco and its subsidiaries. Participation is voluntary. Effective
July 1, 1997, employees are eligible to become a participant on the
first day of the second month immediately following: (1) the employee's
date of hire or on the first day of any month 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. During
the period January 1, 1996 through June 30, 1997, employees were
eligible 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.
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 both 1996 and 1997). Participants
can contribute pre-tax and/or after-tax contributions. Participants
designate the portfolios to which their contributions are made.
Conseco matches 50.0 percent of each participant's pre-tax
contributions up to a maximum of 4.0 percent of the participant's
annual earnings. Additional amounts may be contributed by Conseco at
the discretion of its Board of Directors. 1997 and 1996 employer match
contributions did not exceed 4.0 percent. 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. On February 28, 1997, in recognition of Conseco's 15th
anniversary, a special employer contribution was awarded to each
employee of 15 shares of Conseco common stock which was added to each
employee's account in the Plan. The total shares awarded were 57,375
with a fair value of $2,251,969. This contribution was subject to the
normal vesting rules.
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.
Benefits under the Plan are paid in cash in a lump sum or quarterly or
annual installment payments, whole shares of Conseco common stock,
shares of Conseco Fund Group mutual funds
8
<PAGE>
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, except the Conseco Stock
Portfolio, between portfolios at any time in 1.0 percent increments.
Transfers involving the Conseco Stock Portfolio may only be made during
a 10-business day period each quarter, beginning on the 3rd business
day following the quarterly earnings release.
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 Conseco 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.
9
<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, 1997
----------------------------------------------------------------------------------
Conseco Asset Fixed Government
Stock Allocation Equity Income Securities
Portfolio Fund Fund Fund Portfolio Subtotals (a)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest and
dividends $ 61,623 $ 80,787 $ 4,180,215 $ 395,008 $ 266,090 $ 4,983,723
Net realized gains
on sales of
investments 1,594,798 11,408 1,040,410 21,677 28,940 2,697,233
Net unrealized
appreciation
(depreciation)
in fair value
of investments 10,380,328 (61,303) 4,953,649 130,868 44,390 15,447,932
------------------------------------------------------------------------------------
Net investment
income (loss) 12,036,749 30,892 10,174,274 547,553 339,420 23,128,888
------------------------------------------------------------------------------------
Contributions:
Employee
contributions 5,749,224 147,542 3,007,531 524,890 495,620 9,924,807
Employer
contributions 4,666,623 -- -- -- -- 4,666,623
Assets transferred in
conjunction with mergers 356,973 274,674 951,445 165,216 64,126 1,812,434
------------------------------------------------------------------------------------
Total
contributions 10,772,820 422,216 3,958,976 690,106 559,746 16,403,864
------------------------------------------------------------------------------------
Deductions:
Benefits paid 1,046,050 30,024 5,105,918 723,553 632,238 7,537,783
------------------------------------------------------------------------------------
Net employee transfers 2,872,055 692,563 33,315,106 7,071,121 (249,943) 43,700,902
------------------------------------------------------------------------------------
Net increase (decrease)
in net assets available
for plan benefits 24,635,574 1,115,647 42,342,438 7,585,227 16,985 75,695,871
Net assets available for
plan benefits,
beginning of year 27,087,323 -- -- -- 4,213,587 31,300,910
------------------------------------------------------------------------------------
Net assets available for
plan benefits, end
of year $51,722,897 $ 1,115,647 $42,342,438 $7,585,227 $4,230,572 $106,996,781
====================================================================================
<FN>
(a) Amounts are carried forward to page 11.
</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, 1997, continued
---------------------------------------------------------------------------------------
Interest Money S & P BLH
Income Market 500 Stock
Subtotals (a) Portfolio Portfolio Portfolio Portfolio Subtotals (b)
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Investment Income:
Interest and
dividends $ 4,983,723 $ 992,045 $ 454,122 $ 107,272 $ -- $ 6,537,162
Net realized gains
on sales of
investments 2,697,233 -- -- 118,570 -- 2,815,803
Net unrealized
appreciation
(depreciation)
in fair value
of investments 15,447,932 -- -- 1,456,843 (164,322) 16,740,453
-------------------------------------------------------------------------------------
Net investment
income (loss) 23,128,888 992,045 454,122 1,682,685 (164,322) 26,093,418
-------------------------------------------------------------------------------------
Contributions:
Employee
contributions 9,924,807 1,479,600 1,099,939 1,616,420 -- 14,120,766
Employer
contributions 4,666,623 -- -- -- -- 4,666,623
Assets transferred in
conjunction with mergers 1,812,434 197,379 668,917 820,015 -- 3,498,745
-------------------------------------------------------------------------------------
Total
contributions 16,403,864 1,676,979 1,768,856 2,436,435 -- 22,286,134
-------------------------------------------------------------------------------------
Deductions:
Benefits paid 7,537,783 3,036,482 819,452 591,267 2,946 11,987,930
-------------------------------------------------------------------------------------
Net employee transfers 43,700,902 (1,913,092) 338,900 1,543,801 (828,945) 42,841,566
--------------------------------------------------------------------------------------
Net increase (decrease)
in net assets available
for plan benefits 75,695,871 (2,280,550) 1,742,426 5,071,654 (996,213) 79,233,188
Net assets available for
plan benefits,
beginning of year 31,300,910 18,262,158 7,701,476 4,044,768 996,213 62,305,525
-------------------------------------------------------------------------------------
Net assets available for
plan benefits, end
of year $106,996,781 $15,981,608 $9,443,902 $9,116,422 $ -- $141,538,713
======================================================================================
<FN>
(a) Amounts have been carried forward from page 10.
(b) Amounts have been carried forward to page 12.
</FN>
</TABLE>
11
<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, 1997, continued
-------------------------------------------------------
(Former)
Corporate (Former)
Bond Equity
Subtotals (a) Portfolio Portfolio Total
-------------------------------------------------------
<S> <C> <C> <C> <C>
Investment Income:
Interest and
dividends $ 6,537,162 $ 165,618 $ 82,754 $ 6,785,534
Net realized gains
on sales of
investments 2,815,803 (26,970) 3,699,728 6,488,561
Net unrealized
appreciation
(depreciation)
in fair value
of investments 16,740,453 (66,976) (7,157,920) 9,515,557
-------------------------------------------------------
Net investment
income (loss) 26,093,418 71,672 (3,375,438) 22,789,652
-------------------------------------------------------
Contributions:
Employee
contributions 14,120,766 319,436 1,371,243 15,811,445
Employer
contributions 4,666,623 -- -- 4,666,623
Assets transferred in
conjunction with mergers 3,498,745 -- -- 3,498,745
-------------------------------------------------------
Total
contributions 22,286,134 319,436 1,371,243 23,976,813
-------------------------------------------------------
Deductions:
Benefits paid 11,987,930 154,882 526,788 12,669,600
-------------------------------------------------------
Net employee transfers 42,841,566 (7,364,166) (35,477,400) --
-------------------------------------------------------
Net increase (decrease)
in net assets available
for plan benefits 79,233,188 (7,127,940) (38,008,383) 34,096,865
Net assets available for
plan benefits,
beginning of year 62,305,525 7,127,940 38,008,383 107,441,848
-------------------------------------------------------
Net assets available for
plan benefits, end
of year $141,538,713 $ -- $ -- $141,538,713
========================================================
<FN>
(a) Amounts have been carried forward from page 11.
</FN>
</TABLE>
12
<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 14.
</FN>
</TABLE>
13
<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 13.
</FN>
</TABLE>
14
<PAGE>
4. Subsequent Events
On April 1, 1998, the Pioneer Financial Services, Inc. Employee Savings and
Stock Ownership Plan assets of $3,607,890 were transferred into the Plan in
connection with the acquisition of Pioneer Financial Services, Inc. by
Conseco in 1997.
15
<PAGE>
CONSECOSAVE PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
December 31, 1997
<TABLE>
<CAPTION>
(c) (d) (e)
Description of Investment Cost Current Value
------------------------- ---- -------------
<S> <C> <C>
Assets Held in Common/Collective Trust
ConsecoSave Trust $106,163,966 $139,124,059
</TABLE>
16
<PAGE>
CONSECOSAVE PLAN
ITEM 27 (D) - SCHEDULE OF REPORTABLE TRANSACTIONS
For the Year Ended December 31, 1997
<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 -- -- -- -- $12,669,600 -- $12,669,600
</TABLE>
17
<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 29, 1998 By: /s/ ROLLIN M. DICK
-------------------
Rollin M. Dick, Trustee
18
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, 1998, on our audits of the financial statements and supplemental
schedules of the ConsecoSave Plan as of December 31, 1997 and 1996, 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 29, 1998
