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, 1998 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, 1998 and 1997..................... 4
Statement of Changes in Net Assets Available for Plan Benefits
for the years ended December 31, 1998 and 1997................................................... 5
Notes to Financial Statements........................................................................ 6
Supplemental schedules............................................................................... 17
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, 1998 and 1997,
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, 1998 and 1997, 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, 1998 and reportable transactions for
the year ended December 31, 1998 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/ PricewaterhouseCoopers LLP
------------------------------
Indianapolis, Indiana PricewaterhouseCoopers LLP
June 25, 1999
3
<PAGE>
CONSECOSAVE PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
December 31, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Assets:
Investments in ConsecoSave Trust Portfolios at fair value:
Conseco Fund Group:
Asset Allocation Fund (cost: 1998 - $3,587,968; 1997 - $1,176,950) $ 3,574,776 $ 1,115,647
Equity Fund (cost: 1998 - $40,818,011; 1997 - $37,388,789) 49,634,063 42,342,438
Fixed Income Fund (cost: 1998 - $9,106,834; 1997 - $7,454,359) 9,223,310 7,585,227
Conseco Stock Portfolio (cost: 1998 - $35,041,028; 1997 - $23,246,348) 43,552,107 49,308,243
Government Securities Portfolio (cost: 1998 - $4,785,312; 1997 - $4,195,463) 4,836,539 4,230,572
Interest Income Portfolio (cost: 1998 - $16,517,909; 1997 - $15,981,608) 16,517,909 15,981,608
Money Market Portfolio (cost: 1998 - $10,072,484; 1997 - $9,443,902) 10,072,484 9,443,902
S & P 500 Portfolio (cost: 1998 - $13,379,249; 1997 - $7,276,547) 18,367,828 9,116,422
------------ ------------
Total investments 155,779,016 139,124,059
Employer contribution receivable 3,118,942 2,414,654
------------ ------------
Net assets available for plan benefits $158,897,958 $141,538,713
============ ============
<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, 1998 and 1997
<TABLE>
<CAPTION>
1998 1997
------------ -----------
<S> <C> <C>
Investment income:
Interest and dividends $ 4,519,781 $ 6,785,534
Net realized gains on sales of investments 5,575,429 6,488,561
Net unrealized appreciation (depreciation) in fair value of investments (10,489,872) 9,515,557
------------ ------------
Net investment income (loss) (394,662) 22,789,652
------------ ------------
Contributions:
Employee contributions 16,278,166 15,811,445
Employer contributions 3,470,877 4,666,623
Assets transferred in conjunction with mergers (Note 1) 17,829,153 3,498,745
------------ ------------
Total contributions 37,578,196 23,976,813
------------ ------------
Deductions:
Benefits paid 19,824,289 12,669,600
------------ ------------
Net increase in net assets available for plan benefits 17,359,245 34,096,865
Net assets available for plan benefits, beginning of year 141,538,713 107,441,848
------------ ------------
Net assets available for plan benefits, end of year $158,897,958 $141,538,713
============ ============
<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. As a result of various acquisitions made by Conseco, Inc.
("Conseco"), the Plan Sponsor, during 1996 and 1997, the 401(K) assets of
certain subsidiaries acquired by Conseco were transferred to the Plan. The value
of the assets that were transferred totalled $17,829,153 and $3,498,745 during
the years ended December 31, 1998 and 1997, respectively.
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 each 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.
6
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
1. Summary of Significant Accounting Policies (Continued)
Investments (continued)
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 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 5.48 percent and 5.94 percent at December 31, 1998 and 1997,
respectively). Such carrying values approximate fair values. As of December 31,
1998, the contracts, interest rates, and expiration dates are as follows:
Bankers National Life Insurance Company - 1996 7.00% June 30, 2001
Conseco Annuity Assurance Company
(successor by merger to Beneficial Standard Life
Insurance Company) - 1996 6.00% December 31, 2001
Conseco Variable Insurance Company
(formerly Great American Reserve
Insurance Company) - 1995 7.45% December 31, 2000
Conseco Variable Insurance
Company (formerly Great
American Reserve
Insurance Company) - 1998 5.0% December 31, 1999
For the Government Securities Portfolio and the S & P 500 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.
7
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
1. Summary of Significant Accounting Policies (Continued)
Investments (continued)
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, 1998 and 1997, 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.
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. Employees must meet certain service requirements as
defined in the Plan to be eligible to participate.
8
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
2. Plan Description (continued)
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 ($10,000 and $9,500 for pre-tax
contributions for 1998 and 1997, respectively). Participants can make pre-tax
and/or after-tax contributions. Participants designate the portfolios in which
their contributions are invested.
For 1998 and 1997, 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. Additional amounts may be contributed by Conseco at the discretion of
its Board of Directors. The 1998 and 1997 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 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.
9
<PAGE>
CONSECOSAVE PLAN
NOTES TO FINANCIAL STATEMENTS - (Continued)
2. Plan Description (continued)
The Plan is administered by Conseco which 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.
10
<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, 1998
----------------------------------------------------------------------------------
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 $ 636,034 $ 96,407 $ 1,287,894 $ 603,678 $ 290,083 $ 2,914,096
Net realized gains
(losses) on sales
of investments 4,004,003 (38,530) 1,444,216 85,201 13,039 5,507,929
Net unrealized
appreciation
(depreciation)
in fair value
of investments (17,550,816) 48,111 3,862,403 (14,392) 16,118 (13,638,576)
------------------------------------------------------------------------------------
Net investment
income (loss) (12,910,779) 105,988 6,594,513 674,487 319,240 (5,216,551)
------------------------------------------------------------------------------------
Contributions:
Employee
contributions 3,851,981 637,845 4,664,313 853,767 643,465 10,651,371
Employer
contributions 3,470,877 -- -- -- -- 3,470,877
Assets transferred in
conjunction with mergers 4,866,849 2,544,972 3,454,033 42,610 -- 10,908,464
------------------------------------------------------------------------------------
Total
contributions 12,189,707 3,182,817 8,118,346 896,377 643,465 25,030,712
------------------------------------------------------------------------------------
Deductions:
Benefits paid 5,373,144 717,403 2,568,978 499,945 439,538 9,599,008
------------------------------------------------------------------------------------
Net employee transfers 1,042,368 (112,273) (4,852,256) 567,164 82,800 (3,272,197)
------------------------------------------------------------------------------------
Net increase (decrease)
in net assets available
for plan benefits (5,051,848) 2,459,129 7,291,625 1,638,083 605,967 6,942,956
Net assets available for
plan benefits,
beginning of year 51,722,897 1,115,647 42,342,438 7,585,227 4,230,572 106,996,781
------------------------------------------------------------------------------------
Net assets available for
plan benefits, end
of year $46,671,049 $ 3,574,776 $49,634,063 $9,223,310 $4,836,539 $113,939,737
====================================================================================
<FN>
(a) Amounts are 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, 1998, continued
---------------------------------------------------------------------------------------
Interest Money S & P
Income Market 500
Subtotals (a) Portfolio Portfolio Portfolio Totals
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment Income:
Interest and
dividends $ 2,914,096 $ 882,149 $ 531,014 $ 192,522 $ 4,519,781
Net realized gains
(losses) on sales
of investments 5,507,929 -- (1,303) 68,803 5,575,429
Net unrealized
appreciation
(depreciation)
in fair value
of investments (13,638,576) -- -- 3,148,704 (10,489,872)
-------------------------------------------------------------------------
Net investment
income (loss) (5,216,551) 882,149 529,711 3,410,029 (394,662)
-------------------------------------------------------------------------
Contributions:
Employee
contributions 10,651,371 1,345,692 1,454,136 2,826,967 16,278,166
Employer
contributions 3,470,877 -- -- -- 3,470,877
Assets transferred in
conjunction with mergers 10,908,464 3,863,741 2,945,560 111,388 17,829,153
-------------------------------------------------------------------------
Total
contributions 25,030,712 5,209,433 4,399,696 2,938,355 37,578,196
-------------------------------------------------------------------------
Deductions:
Benefits paid 9,599,008 3,998,584 5,253,736 972,961 19,824,289
-------------------------------------------------------------------------
Net employee transfers (3,272,197) (1,556,697) 952,911 3,875,983 --
-------------------------------------------------------------------------
Net increase (decrease)
in net assets available
for plan benefits 6,942,956 536,301 628,582 9,251,406 17,359,245
Net assets available for
plan benefits,
beginning of year 106,996,781 15,981,608 9,443,902 9,116,422 141,538,713
-------------------------------------------------------------------------
Net assets available for
plan benefits, end
of year $113,939,737 $16,517,909 $10,072,484 $18,367,828 $158,897,958
==========================================================================
<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, 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
(losses) 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 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, 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
(losses) 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 13.
(b) Amounts have been carried forward to page 15.
</FN>
</TABLE>
14
<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
(losses) 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 14.
</FN>
</TABLE>
15
<PAGE>
4. Subsequent Events
Effective June 1999, the Government Securities Fund will be eliminated as an
investment option and three additional funds offered by Conseco Fund Group will
be added: Conseco High Yield Fund, Conseco 20 Fund, and the Conseco Convertible
Securities Fund.
Also during 1999, the Asset Allocation Fund name was changed to the Balanced
Fund.
16
<PAGE>
CONSECOSAVE PLAN
ITEM 27(A) - SCHEDULE OF ASSETS HELD FOR INVESTMENTS
December 31, 1998
<TABLE>
<CAPTION>
(c) (d) (e)
Description of Investment Cost Current Value
------------------------- ---- -------------
<S> <C> <C>
Assets Held in Common/Collective Trust
ConsecoSave Trust $133,308,794 $155,779,016
</TABLE>
17
<PAGE>
CONSECOSAVE PLAN
ITEM 27 (D) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the Year Ended December 31, 1998
<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 -- -- -- -- $19,824,289 -- $19,824,289
</TABLE>
18
<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 28, 1999 By: /s/ ROLLIN M. DICK
-------------------
Rollin M. Dick, Trustee
19
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 25, 1999, on our audits of the financial statements and supplemental
schedules of the ConsecoSave Plan as of December 31, 1998 and 1997, and for the
years then ended, which report is included in this Annual Report on Form 11-K.
/s/ PricewaterhouseCoopers LLP
------------------------------
PricewaterhouseCoopers LLP
Indianapolis, Indiana
June 25, 1999
