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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended DECEMBER 31, 1998 or
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
For the transition period from to
Commission file number: 1-08916
GREEN TREE FINANCIAL CORPORATION
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DELAWARE NO. 41-1807858
State of Incorporation IRS Employer Identification No.
1100 Landmark Towers
Saint Paul, Minnesota 55102-1639 (651) 293-3400
Address of principal executive offices Telephone
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
Title of each class on which registered
10 1/4% Senior Subordinated Notes due 2002 New York Stock Exchange, Inc.
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Securities registered pursuant to Section 12(g) of the Act: None
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN THE GENERAL INSTRUCTIONS
(I)(1)(A) AND (B) OF FORM 10-K AND IS THEREFORE FILING THIS FORM WITH THE
REDUCED DISCLOSURE.
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days: Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
Aggregate market value of common stock held by nonaffiliates: Effective
July 1, 1998, the Company's common stock is no longer traded on an established
public trading market.
Shares of common stock outstanding as of March 25, 1999: 100
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PART I
ITEM 1. BUSINESS OF GREEN TREE
Green Tree Financial Corporation is a diversified financial services
company with operations to originate, purchase, sell and service consumer and
commercial finance loans throughout the United States. As used in this report,
the terms "we," "Green Tree" or the "Company" refer to Green Tree Financial
Corporation and its consolidated subsidiaries. Green Tree became a wholly owned
subsidiary of Conseco, Inc. ("Conseco"), a financial services holding company,
on June 30, 1998 as a result of Conseco's acquisition (the "Merger") of Green
Tree.
The Company originates a variety of fixed term financing transactions on
either a "direct" or "indirect" basis. Under an "indirect" financing
transaction, a dealer sells a product to a customer and enters into a sales
contract with the customer evidencing a monetary obligation and providing
security for that obligation. The Company purchases such sales contracts from
dealers and contractors in the ordinary course of its business. Under a "direct"
origination, the Company and borrower are direct parties to the loan
documentation which evidences the borrower's obligation to the Company.
References herein to the terms "contracts," "sales contracts" or "loans" may be
used to refer to either "direct" or "indirect" financing transactions as the
context requires. Reference herein to the term "finance volume" refers to the
dollar amount of loans originated by the Company in a given period. All direct
or indirect originations are written on forms provided or approved by the
Company and are originated or purchased on an individually approved basis in
accordance with Company underwriting guidelines.
The Company provides commercial revolving credit to dealers, manufacturers
and distributors of various consumer and commercial products and provides
consumer revolving credit through selected merchants and dealers. Pursuant to
the terms of such revolving credit agreements, the Company funds product
inventory or customer purchases. Typically inventory products secure the
commercial revolving credit transactions. Reference herein to the term
"revolving credit" may be used in reference to commercial finance, floorplan
receivables, asset-based receivables or retail credit.
Green Tree pools and securitizes substantially all of the contracts it
originates, retaining the servicing on the contracts. Such pools are structured
into asset-backed securities which are primarily sold in the public securities
markets. In the servicing contracts, the Company collects payments from the
borrower and remits principal and interest payments to the securitization trust,
which in turn remits them to the holder of the contract or investor certificate
backed by the contracts. References herein to the term "managed finance
receivables" refers to the total dollar amount of loans serviced as of a certain
point in time without regard to whether or not the loans have been securitized.
The Company was originally incorporated under the laws of the State of
Minnesota in 1975. In 1995, the Company reincorporated under the laws of the
State of Delaware. The Company's principal executive offices are located at 1100
Landmark Towers, 345 Saint Peter Street, Saint Paul, Minnesota 55102-1639, and
our telephone number is (651) 293-3400.
MARKETING AND PRODUCTS
Green Tree operates from service centers throughout the United States
serving all fifty states. Originations to customers in the following states
accounted for at least 4.6 percent of our 1998 originations: Texas (7.2
percent), California (6.7 percent), North Carolina (6.6 percent), Florida (6.2
percent) and Michigan (4.6 percent).
During 1998, 74 percent of our products were marketed indirectly to
customers through intermediary channels such as dealers, vendors, contractors
and retailers; the remaining products were marketed directly to our customers
through our regional offices and service centers. A description of the primary
distribution channels follows:
Dealers, Vendors, Contractors, Retailers. Manufactured housing, home
improvement, home equity, consumer finance and equipment finance receivables are
purchased from and originated by selected dealers
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and contractors after undergoing a proprietary automated credit scoring system
at one of our regional service centers. During 1998, these marketing channels
accounted for 86 percent of manufactured housing, 73 percent of home
improvement, 45 percent of home equity, 92 percent of consumer finance and 65
percent of equipment finance contracts.
Regional Service Centers, Retail Satellite Offices and Telemarketing
Center. We market and originate manufactured housing loans through 51 regional
offices and 2 origination and processing centers. We originate home equity loans
through a system of 114 retail satellite offices and 6 regional centers. We
utilize direct mail to originate home improvement loans, home equity and credit
cards. We provide commercial finance loans to dealers, manufacturers and other
distributors through 3 regional lending centers. We also market private label
retail credit products through selected retailers and process the contracts
through Conseco Bank, Inc., ("Conseco Bank") a Utah industrial loan company, and
through Green Tree Retail Services Bank ("Retail Bank"), a South Dakota limited
purpose credit card bank. During 1998, these marketing channels accounted for 14
percent of manufactured housing, 27 percent of home improvement, 55 percent of
home equity, 8 percent of consumer finance, 35 percent of equipment finance and
100 percent of retail credit contracts.
Our products include the following consumer and commercial product lines:
CONSUMER FINANCING
Manufactured Housing. We provide financing for consumer purchases of
manufactured housing. During 1998, we originated $6.1 billion of contracts for
manufactured housing purchases, or 28 percent of our total originations. At
December 31, 1998, our managed receivables include $21.1 billion of contracts
for manufactured housing purchases, or 57 percent of total managed receivables.
Manufactured housing or a manufactured home is a structure, transportable in one
or more sections, which is designed to be a dwelling with or without a permanent
foundation. Manufactured housing does not include either modular housing (which
typically involves more sections, greater assembly and a separate means of
transporting the sections), or recreational vehicles.
The majority of sales contracts for manufactured home purchases are
financed on a conventional basis. Federal Housing Administration and Veterans's
Administration contracts represent less than 1 percent of our manufactured
housing originations and 2 percent of our total servicing portfolio.
Manufactured housing contracts are generally subject to minimum down payments of
at least 5 percent of the amount financed and have terms of up to 30 years.
Through our regional service centers, we purchase manufactured housing
contracts from dealers located throughout the United States. Our regional
service center personnel solicit dealers in their region. If the dealer wishes
to utilize our financing, the dealer completes an application. Upon approval, a
dealer agreement is executed. We also originate manufactured housing installment
loan agreements directly with customers. For the year ended December 31, 1998,
86 percent of our manufactured housing contract originations were purchased from
dealers and 14 percent were originated directly by us.
Customers' credit applications for new manufactured homes are reviewed in
our service centers. If the application meets our guidelines, we generally
purchase the contract after the customer has moved into the manufactured home.
We use a proprietary automated credit scoring system to evaluate manufactured
housing contracts. The scoring system is statistically based, quantifying
information using variables obtained from customer credit applications and
credit reports.
Mortgage Services. These products include home equity and home improvement
loans. During 1998, we originated $5.2 billion of contracts for these products,
or 24 percent of our total originations. At December 31, 1998, our managed
receivables include $8.3 billion of contracts for home equity and home
improvement loans, or 22 percent of total managed receivables.
We originate home equity loans through 114 retail satellite offices and six
regional centers and through a network of correspondent lenders throughout the
United States. The satellite offices are responsible for originating,
processing, underwriting and funding the loan transaction. Subsequently, loans
are re-underwritten in the regional service center and on a test basis by a
third party to ensure compliance with our credit policy.
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After the loan has closed, the loan documents are forwarded to our loan
servicing center. The servicing center is responsible for handling customer
service and performing document handling, custodial and quality control
functions.
During 1998, approximately 55 percent of our home equity finance loans were
originated directly with the borrower. The remaining finance volume was
originated through approximately 250 correspondent lenders. We re-underwrite all
of the loan documents originated with our correspondents to ensure compliance
with our policies.
Typically, home equity loans are secured by first or second liens. Homes
used for collateral in securing home equity loans may be either residential or
investor owned, one-to-four-family properties having a minimum appraised value
of $25,000. During 1998, approximately 79 percent of the loans originated were
secured by first liens. The average loan to value for loans originated in 1998
was approximately 85 percent. The majority of our home equity loans are fixed
rate closed-end loans. We periodically purchase adjustable rate loans from our
correspondent network. Adjustable rate loans accounted for 24 percent of our
home equity finance volume during 1998.
We originate the majority of our home improvement loan contracts indirectly
through a network of home improvement contractors located throughout the United
States. We review the financial condition, business experience and
qualifications of all contractors through which we obtain loans.
We finance both conventional home improvement contracts and contracts
insured through the Federal Housing Administration Title I program. Such
contracts are generally secured by first, second or, to a lesser extent, third
liens on the improved real estate. We also implemented an unsecured conventional
home improvement lending program for certain customers which generally allows
for loans of $2,500 to $15,000. Unsecured loans account for less than 5 percent
of our home improvement servicing portfolio.
Typically, an approved contractor submits the customer's credit application
and construction contract to our centralized service center where an analysis of
the creditworthiness of the customer is made using a proprietary credit scoring
system. If it is determined that the application meets the Company's
underwriting guidelines, the Company typically purchases the contract from the
contractor when the customer verifies satisfactory completion of the work.
We also originate home improvement loans directly with borrowers. After
receiving a mail solicitation, the customer calls our telemarketing center and
our sales representative explains the available financing plans, terms and rates
depending on the customer's needs. The majority of the loans are secured by a
second or third lien on the real estate of the customer. Direct distribution
accounted for approximately 27 percent of the home improvement finance
originations during 1998.
The types of home improvements we finance include exterior renovations
(such as windows, siding and roofing); pools and spas; kitchen and bath
remodeling; and room additions and garages. We may also extend additional credit
beyond the purchase price of the home improvement for the purpose of debt
consolidation.
Consumer/Credit Card. These products include financing for consumer
products and our private label credit card programs. During 1998, we originated
$2.7 billion of contracts for these products, or 13 percent of our total
originations. At December 31, 1998, our managed receivables include $3.0 billion
of contracts for consumer product and credit card loans, or 8 percent of total
managed receivables.
We also provide financing for the purchase of certain consumer products
such as marine products (boats, boat trailers and outboard motors); motorcycles;
recreational vehicles; sport vehicles (snowmobiles, personal watercraft and
all-terrain vehicles); pianos and organs; and horse and utility trailers.
These financing contracts are typically originated by dealers throughout
the United States. Approved dealers submit the customer's credit application and
purchase order to our central service center where an analysis of the
creditworthiness of the proposed buyer is made. If the application is approved,
we purchase the contract when the customer completes the purchase transaction.
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We also offer private label retail credit card programs with select
retailers. We review the credit of individual customers seeking credit cards
utilizing a credit scoring system.
COMMERCIAL FINANCING
Commercial. Through our three regional lending centers, we extend credit
under revolving credit agreements with dealers, manufacturers and distributors
of various consumer and commercial products. During 1998, we originated $7.4
billion of contracts for commercial financing, or 35 percent of our total
originations. At December 31, 1998, our managed receivables include $4.8 billion
of contracts for commercial financing, or 13 percent of total managed
receivables. "Floorplan receivables" represent the financing of product
inventory for retail dealers of a variety of consumer products. The products
securing the floorplan receivables include manufactured housing, recreational
vehicles and marine products. "Asset-based receivables" generally represent the
financing of production and inventory by manufacturers secured by finished goods
inventory, accounts receivable arising from the sale of such inventory, certain
work-in-process, raw materials and components parts, as well as other assets of
the borrower.
We generally provide floorplan financing for products only if we have also
entered into an agreement with the manufacturer, distributor or other vendor of
such product to allow us to provide the consumer financing in connection with
the sale of products that are the subject of the floorplan financing. Advances
made for the purchase of inventory are most commonly arranged in the following
manner: the dealer will contact the manufacturer and place a purchase order for
a shipment of inventory. The manufacturer will then contact us to obtain
approval for the loan. Upon such request, we will analyze whether: (i) the
manufacturer is in compliance with its floor plan agreement; (ii) the dealer is
in compliance with our program; and (iii) such purchase order is within the
dealer's credit limit. If these requirements are met, we will approve the loan.
The manufacturer will then ship the inventory and directly submit the invoice
for such purchase order to us for payment. Interest or finance charges normally
begin as of the invoice date. The proceeds of the loan being made are paid
directly to the manufacturer and are often funded a number of days subsequent to
the invoice date depending upon specific arrangements with the manufacturer.
Inventory inspections are frequently performed to physically verify the
collateral securing the dealer's loan, check the condition of the inventory,
account for any missing inventory and collect any funds due. Approximately
two-thirds of our manufactured housing dealers are participants in this program.
Asset-based receivables are credit facilities provided to certain
manufacturers and distributors involving a revolving line of credit for a
contractually committed period of time. Under these arrangements, the borrower
may draw the lesser of the maximum amount of the line of credit or a
specifically negotiated loan amount, subject to the availability of adequate
collateral. In these facilities, we will most typically lend against finished
inventory and eligible accounts receivable which are free and clear of other
liens and in compliance with specified standards.
Equipment. Our equipment finance operations provide financing programs for
commercial borrowers, including truck and trailer financing for over the road
new and used trucks/tractors and trailers. In addition, financing is provided on
various types of aircraft. Financing or lease agreements for office equipment
(telecommunication systems, facsimile machines, or copiers) and other equipment
types, and fixed rate financing for the land, building or equipment of franchise
operations are also available.
Upon receipt of a customer's credit application and purchase order from the
dealer or vendor, we analyze the creditworthiness of the applicant. If the
application meets our guidelines, we purchase the sales contract or lease
equipment at the time the customer accepts delivery of the product. Customer
service, collection and other administrative and support functions are handled
from centralized servicing offices.
ITEM 2. PROPERTIES.
The Company's servicing operations are housed in Saint Paul, Minnesota, in
110,000 square feet of a building owned by the Company. The Company operates 51
manufactured housing regional service centers and three commercial finance
business centers. Such offices are leased, typically for a term of three to five
years, and range in size from 1,700 to 22,000 square feet. We also operate a
central servicing center in
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Rapid City, South Dakota. The lease on this facility is for a term of five
years, with an option to purchase, and consists of 137,000 square feet. The home
improvement and consumer product divisions lease their main office in Saint
Paul, Minnesota. The lease is for a term of five years and consists of 125,000
square feet. The home equity business has operations in six regional locations
and 114 regional satellite offices, plus a service center in Tempe, Arizona,
which opened in February 1997. The equipment and leasing business is housed in
leased facilities in Bloomington, Minnesota (22,000 square feet) and Paramus,
New Jersey (44,000 square feet). The Company's insurance business and certain
corporate functions are housed in a leased facility in Eagan, Minnesota. This
facility provides 83,000 square feet with a lease commitment of two years.
ITEM 3. LEGAL PROCEEDINGS.
Green Tree has been served with various related lawsuits which were filed
in the United States District Court for the District of Minnesota. These
lawsuits were filed as purported class actions on behalf of persons or entities
who purchased common stock or options of Green Tree during the alleged class
periods that generally run from February 1995 to January 1998. One such action
did not include class action claims. In addition to Green Tree, certain current
and former officers and directors of Green Tree are named as defendants in one
or more of the lawsuits. Green Tree and other defendants have obtained an order
from the United States District Court for the District of Minnesota
consolidating the lawsuits seeking class action status into two actions: one
which pertains to a purported class of common stockholders and the other which
pertains to a purported class of stock option traders. Plaintiffs in the
lawsuits assert claims under Sections 10(b) and 20(a) of the Securities Exchange
Act of 1934. In each case, plaintiffs allege that Green Tree and the other
defendants violated federal securities laws by, among other things, making false
and misleading statements about the current state and future prospects of Green
Tree (particularly with respect to prepayment assumptions and performance of
certain loan portfolios of Green Tree) which allegedly rendered Green Tree's
financial statements false and misleading. The Company believes that the
lawsuits are without merit and intends to defend such lawsuits vigorously.
However, the ultimate outcome of these lawsuits cannot be predicted with
certainty. Green Tree has filed motions, which are pending, to dismiss these
lawsuits.
In addition, the Company and its subsidiaries are involved on an ongoing
basis in lawsuits related to its operations. Although the ultimate outcome of
certain of such matters cannot be predicted, none of such lawsuits currently
pending against the Company or its subsidiaries is expected, individually or in
the aggregate, to have a material adverse effect on the Company's consolidated
financial condition, cash flows or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Registrant meets the conditions set forth in the General Instructions
I(1)(a) and (b) of Form 10-K and is therefore omitting the information otherwise
required by Item 4.
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PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
Effective July 1, 1998, the Company became a wholly owned subsidiary of
Conseco and its common stock is no longer traded on an established public
trading market. Dividends declared on common stock for 1998, 1997 and 1996, were
$.175, $.325 and $.263 per common share, respectively.
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.
The Registrant meets the conditions set forth in the General Instructions
(I)(1)(a) and (b) of Form 10-K and is therefore omitting the information
otherwise required by Item 6.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
In this section, we review the consolidated results of operations of Green
Tree for the three years ended December 31, 1998, and where appropriate, provide
explanations for material changes in the amount of revenue and expense items
during such periods. Please read this discussion in conjunction with the
accompanying consolidated financial statements and notes.
All statements, trend analyses and other information contained in this
report and elsewhere (such as in filings by the Company with the Securities and
Exchange Commission, press releases, presentations by the Company or its
management or oral statements) relative to markets for the Company's products
and trends in the Company's operations or financial results, as well as other
statements including words such as "anticipate," "believe," "plan," "estimate,"
"expect," "intend," and other similar expressions, constitute forward-looking
statements under the Private Securities Litigation Reform Act of 1995. These
forward-looking statements are subject to known and unknown risks, uncertainties
and other factors which may cause actual results to be materially different from
those contemplated by the forward-looking statements. Such factors include,
among other things: (i) general economic conditions and other factors, including
prevailing interest rate levels and stock and credit market performance, which
may affect (among other things) the Company's ability to sell its products, its
ability to make loans and access capital resources and the costs associated
therewith, the market value of the Company's investments and the level of
defaults and prepayments of loans made by the Company; (ii) the Company's
ability to achieve anticipated synergies and levels of operational efficiencies;
(iii) customer response to new products, distribution channels and marketing
initiatives; (iv) changes in the Federal income tax laws and regulations which
may affect the relative tax advantages of some of the Company's products; (v)
increasing competition in the finance business; (vi) regulatory changes or
actions, including those relating to regulation of financial services; (vii) the
ability to achieve Year 2000 readiness for significant systems and operations on
a timely basis; (viii) the availability and terms of future acquisitions; and
(ix) the risk factors or uncertainties listed from time to time in the Company's
filings with the Securities and Exchange Commission.
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Results of operations for the three years ended December 31, 1998:
The following tables and narratives summarize the results of our
operations.
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1998 1997 1996
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(DOLLARS IN MILLIONS)
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Contract originations:
Manufactured housing...................................... $ 6,077.5 $ 5,479.3 $ 4,882.0
Mortgage services......................................... 5,215.8 3,476.3 1,490.7
Consumer/credit card...................................... 2,727.9 1,511.0 979.4
Commercial................................................ 7,400.8 5,181.2 3,202.2
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Total.................................................. $21,422.0 $15,647.8 $10,554.3
========= ========= =========
Sales of receivables:
Manufactured housing...................................... $ 5,419.4 $ 5,369.8 $ 5,033.4
Home equity/home improvement.............................. 4,810.9 3,031.5 1,324.2
Consumer/equipment........................................ 2,022.4 1,615.5 1,555.7
Leases.................................................... 379.9 508.0 --
Commercial and retail revolving credit.................... 741.0 224.4 500.3
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Total.................................................. $13,373.6 $10,749.2 $ 8,413.6
========= ========= =========
Managed receivables (average):
Manufactured housing...................................... $19,478.2 $16,279.3 $13,136.5
Mortgage services......................................... 6,425.3 3,444.3 1,540.0
Consumer/credit card...................................... 2,388.6 1,368.9 738.6
Commercial................................................ 4,082.2 2,642.1 1,115.1
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Total.................................................. $32,374.3 $23,734.6 $16,530.2
========= ========= =========
Net investment income:
Finance receivables and other............................. $ 251.3 $ 194.6 $ 125.7
Interest-only securities.................................. 132.9 125.8 77.2
Gain on sale of finance receivables......................... 745.0 782.5 402.2
Fee revenue and other income................................ 260.4 178.5 119.1
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Total revenues......................................... 1,389.6 1,281.4 724.2
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Interest expense............................................ 213.7 160.9 70.1
Other operating costs and expenses.......................... 601.9 444.4 330.2
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Total expenses......................................... 815.6 605.3 400.3
--------- --------- ---------
Operating income before income taxes and extraordinary
charge............................................... 574.0 676.1 323.9
Impairment charge........................................... 549.4 190.0 --
Nonrecurring charges........................................ 108.0 -- --
--------- --------- ---------
Income (loss) before income taxes and extraordinary
charge............................................... $ (83.4) $ 486.1 $ 323.9
========= ========= =========
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General: The Company provides financing for manufactured housing, home
equity, home improvements, consumer products and equipment, and provide consumer
and commercial revolving credit. Finance products include both fixed-term and
revolving loans and leases. The Company also markets physical damage and term
mortgage life insurance and other credit protection relating to the loans it
services.
Contract originations in 1998 were $21.4 billion, up 37 percent over 1997.
Contract originations in 1997 were $15.6 billion, up 48 percent over 1996.
Manufactured housing contract originations increased by $598.2 million, or
11 percent, during 1998 and by $597.3 million, or 12 percent, during 1997. The
increase in 1998 is primarily due to an increase in the average contract size.
The increase in 1997 is due to both an increase in average contract size and an
increase in the number of contracts originated.
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Mortgage services contract originations increased by $1.7 billion, or 50
percent, during 1998 and by $2.0 billion, or 133 percent, during 1997. We have
continued to expand our home equity retail origination network.
Consumer/credit card contract originations increased by $1.2 billion, or 81
percent, during 1998 and by $531.6 million, or 54 percent, during 1997. The
increase is primarily the result of our marketing efforts.
Commercial originations increased by $2.2 billion, or 43 percent, during
1998 and increased by $2.0 billion, or 62 percent, during 1997. The increase
reflects higher production in all areas of commercial financing.
Sales of receivables occur when we sell finance receivables that we
originate through securitizations. The total receivables sold in a particular
period depends on many factors, including: (i) the volume of recent
originations; (ii) market conditions; and (iii) the availability and cost of
alternative financing. Total finance receivables sold increased by 24 percent in
1998. Total finance receivables sold in 1997 were up 28 percent over 1996. Total
finance receivables held by the Company were $3.1 billion at December 31, 1998,
an increase of $1.1 billion over December 31, 1997, as a result of: (i) an
increase in the pace of originations; and (ii) our election to hold more of the
loans scheduled for sale late in each quarter until early in the next quarter,
when the market supply of securitizations is usually lower and the spreads are
usually better.
Managed receivables include finance receivables we sell through
securitizations as well as finance receivables and interests in finance
receivables we retain. The average managed receivables increased to $32.4
billion in 1998, up 36 percent over 1997, and to $23.7 billion in 1997, up 44
percent over 1996.
Net investment income on finance receivables and other consists of: (i)
interest earned on unsold finance receivables; and (ii) interest income on
short-term and other investments. Such income increased by 29 percent, to $251.3
million, in 1998 and by 55 percent, to $194.6 million, in 1997, consistent with
the increases in average finance receivables. The weighted average yield earned
on finance receivables was 9.4 percent, 11.3 percent and 13.4 percent during
1998, 1997 and 1996, respectively.
Net investment income on interest-only securities is the accretion
recognized on the interest-only securities we retain after we sell finance
receivables. Such income increased by 5.6 percent, to $132.9 million, in 1998,
and by 63 percent, to $125.8 million, in 1997. The increase was consistent with
the change in the average balance of interest-only securities and the increase
in the discount rate assumption we use to value our interest-only securities.
The weighted average yields earned on interest-only securities were 13.2
percent, 11.2 percent and 9.2 percent during 1998, 1997 and 1996, respectively.
Gain on sale of finance receivables is the difference between the proceeds
from the sale of receivables (net of related transaction costs) and the
allocated carrying amount of the receivables sold. We determine the allocated
carrying amount by allocating the original amount of the receivables between the
portion sold and any retained interests (securities classified as fixed
maturities, interest-only securities and servicing rights), based on their
relative fair values at the time of sale. Assumptions used in calculating the
estimated fair value of interest-only securities and servicing rights are
subject to volatility that could materially affect operating results. Prepayment
rates may vary from expected rates as a result of competition, obligor mobility,
general and regional economic conditions and changes in interest rates. In
addition, actual losses incurred as a result of loan defaults may vary from
projected performance.
Our gain on sale of finance receivables decreased by 4.8 percent, to $745.0
million, in 1998 and increased by 94 percent, to $782.5 million, in 1997. Our
gain recognized at the time of the sale fluctuates when changes occur in: (i)
the amount of loans sold; (ii) market conditions (such as the market interest
rates available on securities sold in our securitizations); (iii) the amount and
type of interest in the receivables sold that we retain; and (iv) assumptions
used to calculate the gain. The account also reflects a charge of $200 million
in 1996 as a result of adjustments necessary to fully consider the effects of
partial prepayments on projected future interest collections and the impact of
changes in projected future interest due to investors. Such adjustments were
calculated using the cash out method to measure the period of time for which
projected cash flows related to securitizations should be discounted.
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In response to higher prepayment rates and higher market yields on publicly
traded securities similar to our interest-only securities, we increased the
assumed prepayment and discount rates used to calculate the gain on sale of
finance receivables for sales completed after June 30, 1998. Accordingly, the
amount of gain as a percentage of closed-end loans sold decreased to 6.27
percent in 1998 from 7.44 percent in 1997 and 7.61 percent in 1996.
Current conditions in the credit markets and the resulting less attractive
pricing of certain lower rated securities have caused us to hold, rather than
sell, certain securities with corporate guarantee provisions formed in our
securitizations. We recognize no gain on the sale of the securities we hold, but
we recognize greater interest income, net of related interest expense, over the
term we hold them. At December 31, 1998, we held $340.8 million of such
securities that are included in actively managed fixed maturities.
Fee revenue and other income includes servicing income, commissions earned
on insurance policies written in conjunction with financing transactions, and
other income from late fees. Such income increased by 46 percent, to $260.4
million, in 1998 and by 50 percent, to $178.5 million, in 1997. Our servicing
portfolio (on which servicing income is earned) grew and our net written
insurance premiums grew along with managed receivables.
Finance interest expense increased by 33 percent, to $213.7 million, in
1998 and by 130 percent, to $160.9 million, in 1997. We increased borrowings to
fund the increase in our average inventory of finance receivables from increases
in our loan originations, commercial revolving credit and lease portfolio
financings and securities held from our securitizations. These increases were
offset somewhat by a decrease in our average borrowing rate, which was 7.2
percent, 8.1 percent and 8.7 percent during 1998, 1997 and 1996, respectively,
and a reduction in borrowings attributable to the proceeds of the $1.1 billion
capital contribution from Conseco in 1998.
Other operating costs and expenses include the costs associated with
servicing our managed receivables, and non-deferrable costs related to
originating new loans. Such expense increased by 35 percent, to $601.9 million,
in 1998 and by 35 percent, to $444.4 million, in 1997, reflecting: (i) the
growth in our servicing portfolio; and (ii) the increased volume of contracts
originated.
Impairment charges represent other than temporary reductions in the value
of interest-only securities and servicing rights. During the second quarter of
1998, prepayments on securitized loan contracts continued to exceed our
expectations and we concluded that such prepayments were likely to continue to
be higher than expected in future periods. As a result, we concluded that an
impairment had occurred in the value of the interest-only securities and
servicing rights, and we set a new value based on current assumptions. In
addition, during the second quarter of 1998, the market yields of publicly
traded securities similar to our interest-only securities increased. The new
assumptions were based on our internal evaluations and consultation with
external investment managers having significant experience in valuing these
securities. Compared to the assumptions previously used: (i) we increased
prepayment rates; (ii) we increased the discount rate used to determine the
present value of future cash flows to 15 percent from 11.5 percent; and (iii) we
increased the anticipated future rates of default. We recognized a $549.4
million impairment charge in 1998 to reduce the carrying value of the
interest-only securities and servicing rights. In February 1999 we announced
that, subject to audit, a portion of the impairment charge would be recognized
in earlier periods. After analysis and discussion with the relevant auditors, we
concluded that all of this charge should be recognized in 1998. The 1997 charge
was generally due to adverse prepayment experience.
Nonrecurring charges include various costs (including investment banking,
accounting, legal and regulatory fees and other costs associated with the
Merger) totaling $108.0 million.
YEAR 2000 READINESS DISCLOSURE
Many computer programs were originally designed to identify each year using
two digits. If not corrected, these computer programs could cause system
failures or miscalculations in the year 2000, with possible adverse effects on
our operations. In 1996, we initiated a comprehensive corporate-wide program
designed to ensure that our computer programs function properly in the year
2000. A number of our employees (including
10
<PAGE> 11
several officers), as well as external consultants and contract programmers, are
working on various year-2000 projects. Under the program, we are analyzing our
application systems, operating systems, hardware, networks, electronic data
interfaces and infrastructure devices (such as facsimile machines and telephone
systems). We also have been working with vendors and other external business
relations to help avoid year-2000 problems related to the software or services
they provide to us.
Our year-2000 projects are currently on schedule. We are conducting our
year-2000 projects in three phases: (i) an audit and assessment phase, designed
to identify year-2000 issues; (ii) a modification phase, designed to correct
year-2000 issues; and (iii) a testing phase, designed to test the modifications
after they have been installed. We have completed the audit and assessment phase
for all critical systems. We expect to substantially complete our modification
projects by the end of the second quarter of 1999. The testing phase of our
program is expected to be completed by the end of the third quarter of 1999. We
believe that we have provided for sufficient time in order to complete any
additional modifications, if necessary, before December 31, 1999.
For some of our year-2000 issues, we are working to complete the previously
planned conversions of older systems to the more modern, year-2000-ready systems
already used in other areas of the Company. In other cases, we are purchasing
new, more modern systems; these costs are being capitalized as assets and
amortized over their expected useful lives. In the remaining cases, we are
modifying existing systems; these costs are being charged to operating expense.
We currently estimate that the total expense of our year-2000 projects will
be approximately $15.9 million. This expense is not material to the Company's
financial position and we are funding it through operating cash flows.
Approximately 35 percent of this expense was incurred in 1996, 1997 and 1998.
This expense related primarily to modifying existing software systems.
The impact of year-2000 issues will depend, not only on the corrective
actions we take, but also on the way in which year-2000 issues are addressed by
governmental agencies, businesses and other third parties: (i) that provide
services, utilities or data to the Company; (ii) that receive services or data
from the Company; or (iii) whose financial condition or operating capability is
important to the Company. We are in the process of identifying risks and
updating assessments of potential year-2000 risks associated with our external
business relationships, such as third-party administrators, utilities and
financial institutions. These procedures are necessarily limited to matters over
which we are able to reasonably exercise control. We have been informed by our
key financial institutions and utilities that they will be year-2000 ready at
year-end 1999.
We are also assessing what contingency plans will be needed if any of our
critical systems or those of external business relationships are not year-2000
ready at year-end 1999. We do not currently anticipate such a situation, but our
consideration of contingency plans will continue to evolve as new information
becomes available.
Our year-2000 projects are the highest priority for our information
technology and many other employees. Other systems projects continue while our
year-2000 projects are being completed, however, in many cases, we have
accelerated system upgrades when the new systems address year-2000 issues.
The failure to correct a material year-2000 problem could result in an
interruption in, or failure of, a number of normal business activities or
operations. Such failures could materially and adversely affect the Company's
results of operations, liquidity and financial condition. Due to the general
uncertainty inherent in the year-2000 problem, including the uncertainty of the
preparedness of our external business relationships, we are not able to
currently determine whether the consequences of year-2000 failures will have a
material impact on the Company's results of operations, liquidity and financial
condition. However, we believe our year-2000 readiness efforts will minimize the
likelihood of a material adverse impact.
MARKET-SENSITIVE INSTRUMENTS AND RISK MANAGEMENT
Our finance receivables are funded primarily with floating-rate debt. We
substantially reduce interest rate risk by selling such receivables through
securitizations. The finance receivables sold and the asset-backed securities
purchased by investors generally both have fixed rates. Principal payments on
the assets are passed
11
<PAGE> 12
through to investors in the securities as received, thereby reducing interest
rate exposure in these transactions that might otherwise arise from maturity
mismatches between debt instruments and assets.
We retain interests in the finance receivables sold through investments in
interest-only securities that are subordinated to the rights of other investors.
Interest-only securities do not have a stated maturity or amortization period.
The expected amount of the cash flow as well as the timing depends on the
performance of the underlying collateral supporting each securitization. The
actual cash flow of these instruments could vary substantially if performance is
different from our assumptions. We develop assumptions to value these
investments by analyzing past portfolio performance, current loan
characteristics, current market conditions and the expected effect of our
actions to mitigate adverse performance. Assumptions used as of December 31,
1998, are summarized in the notes to the consolidated financial statements.
We use computer models to simulate the cash flows expected from our
interest-only securities under various interest rate scenarios. These
simulations enable us to measure the potential gain or loss in fair value of
these financial instruments, including the effects of changes in interest rates
on prepayments. We estimate that our interest-only securities would decline in
fair value by approximately $79 million if interest rates were to decrease by 10
percent from their December 31, 1998 levels. The calculations involved in our
computer simulations incorporate numerous assumptions, require significant
estimates and assume an immediate change in interest rates without any
management of the interest-only securities in reaction to such change.
Consequently, potential changes in value of our interest-only securities
indicated by the simulations will likely be different from the actual changes
experienced under given interest rate scenarios, and the differences may be
material.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The information included under the caption "Market-Sensitive Instruments
and Risk Management" in "Item 7. Management's Discussion and Analysis of
Consolidated Financial Condition and Results of Operations" is incorporated
herein by reference.
12
<PAGE> 13
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Management........................................ 14
Report of Independent Accountants -- PricewaterhouseCoopers
LLP....................................................... 15
Independent Auditors' Report -- KPMG Peat Marwick LLP....... 16
Consolidated Balance Sheet at December 31, 1998 and 1997.... 17
Consolidated Statement of Operations for the years ended
December 31, 1998, 1997 and 1996.......................... 18
Consolidated Statement of Shareholder's Equity for the years
ended December 31, 1998, 1997 and 1996.................... 19
Consolidated Statement of Cash Flows for the years ended
December 31, 1998, 1997 and 1996.......................... 20
Notes to Consolidated Financial Statements.................. 21
</TABLE>
13
<PAGE> 14
REPORT OF MANAGEMENT
To Our Shareholder
Management of Green Tree Financial Corporation is responsible for the
reliability of the financial information in this annual report. The financial
statements are prepared in accordance with generally accepted accounting
principles, and the other financial information in this annual report is
consistent with that of the financial statements (except for such information
described as being in accordance with regulatory or statutory accounting
requirements).
The integrity of the financial information relies in large part on
maintaining a system of internal control that is established by management to
provide reasonable assurance that assets are safeguarded and transactions are
properly authorized, recorded and reported. Reasonable assurance is based upon
the premise that the cost of controls should not exceed the benefits derived
from them. The Company's internal auditors continually evaluate the adequacy and
effectiveness of this system of internal control and actions are taken to
correct deficiencies as they are identified.
Certain financial information presented depends upon management's estimates
and judgments regarding the ultimate outcome of transactions which are not yet
complete. Management believes these estimates and judgments are fair and
reasonable in view of present conditions and available information.
The Company engages independent accountants to audit its financial
statements and express their opinion thereon. They have full access to each
member of management in conducting their audits. Such audits are conducted in
accordance with generally accepted auditing standards and include a review of
internal controls, tests of the accounting records, and such other auditing
procedures as they consider necessary to express an opinion on the Company's
financial statements.
The Audit Committee of the Board of Directors of Conseco, Inc., composed
solely of independent directors, meets periodically with management, internal
auditors and the independent accountants to review internal accounting control,
audit activities and financial reporting matters related to all Conseco, Inc.
activities including Green Tree Financial Corporation. The internal auditors,
independent accountants and Audit Committee have full and free access to each
other.
STEPHEN C. HILBERT
Chairman of the Board
and Chief Executive Officer
ROLLIN M. DICK
Executive Vice President and
Chief Financial Officer
14
<PAGE> 15
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Shareholder of
Green Tree Financial Corporation
We have audited the accompanying consolidated balance sheet of Green Tree
Financial Corporation and Subsidiaries as of December 31, 1998, and the related
consolidated statements of operations, shareholder's equity, and of cash flows
for the year ended December 31, 1998. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Green Tree
Financial Corporation and Subsidiaries as of December 31, 1998, and the
consolidated results of their operations and their cash flows for the year ended
December 31, 1998, in conformity with generally accepted accounting principles.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 30, 1999
15
<PAGE> 16
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Green Tree Financial Corporation
Saint Paul, Minnesota:
We have audited the accompanying consolidated balance sheet of Green Tree
Financial Corporation and subsidiaries as of December 31, 1997, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the two-year period ended December 31, 1997. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Green Tree
Financial Corporation and subsidiaries as of December 31, 1997, and the results
of their operations and their cash flows for each of the years in the two-year
period ended December 31, 1997 in conformity with generally accepted accounting
principles.
As discussed in note 1 to the consolidated financial statements, the
Company adopted the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities," in 1997.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
January 27, 1998
16
<PAGE> 17
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1998 AND 1997
(DOLLARS IN MILLIONS)
ASSETS
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Actively managed fixed maturity securities at fair value
(amortized cost: 1998 -- $342.5).......................... $ 340.8 $ --
Interest-only securities at fair value (amortized cost: 1998
-- $1,313.6;
1997 -- $1,363.5)......................................... 1,305.4 1,398.7
Short-term investments...................................... 195.2 164.2
Cash held in segregated accounts for investors.............. 843.7 577.2
Cash deposits, restricted under pooling and servicing
agreements................................................ 205.2 247.2
Other invested assets....................................... 16.8 25.3
Finance receivables......................................... 3,067.2 1,971.0
Other receivables........................................... 266.7 272.7
Receivables due from Conseco, Inc........................... 227.5 --
Servicing rights............................................ 116.4 77.0
Goodwill.................................................... 53.2 56.1
Other assets................................................ 190.2 127.2
-------- --------
Total assets...................................... $6,828.3 $4,916.6
======== ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Liabilities:
Investor payables......................................... $ 843.7 $ 577.2
Other liabilities......................................... 705.6 521.5
Income tax liabilities.................................... 547.9 622.8
Notes payable, repurchase agreements and commercial
paper.................................................. 1,584.9 1,863.0
Note payable due to Conseco, Inc. ........................ 854.0 --
-------- --------
Total liabilities................................. 4,536.1 3,584.5
-------- --------
Shareholder's equity:
Common stock and additional paid-in capital............... 1,338.3 237.8
Accumulated other comprehensive income (loss):
Unrealized appreciation (depreciation) of actively
managed fixed maturity securities and interest-only
securities (net of applicable deferred income taxes:
1998 -- $(3.3); 1997 -- $13.4)........................ (6.6) 21.8
Minimum pension liability adjustment (net of applicable
deferred income taxes: 1998 -- $(2.7);
1997 -- ($1.9))....................................... (4.4) (3.2)
Retained earnings......................................... 964.9 1,075.7
-------- --------
Total shareholder's equity........................ 2,292.2 1,332.1
-------- --------
Total liabilities and shareholder's equity........ $6,828.3 $4,916.6
======== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
17
<PAGE> 18
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenues:
Net investment income:
Finance receivables and other.......................... $ 251.3 $ 194.6 $125.7
Interest-only securities............................... 132.9 125.8 77.2
Gain on sale of finance receivables....................... 745.0 782.5 402.2
Servicing income.......................................... 140.0 113.7 73.3
Commission and other income............................... 120.4 64.8 45.8
-------- -------- ------
Total revenues......................................... 1,389.6 1,281.4 724.2
-------- -------- ------
Expenses:
Interest expense.......................................... 213.7 160.9 70.1
Cost of servicing......................................... 118.0 88.7 53.0
General and administrative expenses....................... 483.9 355.7 277.2
Impairment charge......................................... 549.4 190.0 --
Nonrecurring charges...................................... 108.0 -- --
-------- -------- ------
Total expenses......................................... 1,473.0 795.3 400.3
-------- -------- ------
Income (loss) before income taxes and extraordinary
charge............................................... (83.4) 486.1 323.9
Income tax expense (benefit)................................ (7.6) 184.7 123.1
-------- -------- ------
Income (loss) before extraordinary charge.............. (75.8) 301.4 200.8
Extraordinary charge on extinguishment of debt, net of
income taxes.............................................. 11.5 -- --
-------- -------- ------
Net income (loss)...................................... $ (87.3) $ 301.4 $200.8
======== ======== ======
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
18
<PAGE> 19
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
COMMON STOCK ACCUMULATED OTHER
AND ADDITIONAL COMPREHENSIVE RETAINED
TOTAL PAID-IN CAPITAL INCOME (LOSS) EARNINGS
----- --------------- ----------------- --------
<S> <C> <C> <C> <C>
Balance, January 1, 1996........................... $ 925.0 $ 271.1 $ -- $ 653.9
Comprehensive income, net of tax:
Net income..................................... 200.8 -- -- 200.8
Change in minimum pension liability adjustment
(net of applicable income tax benefit of
$1.4 million)............................... (2.3) -- (2.3) --
--------
Total comprehensive income................ 198.5
Issuance of shares for stock options and employee
benefit plans.................................. 37.3 37.3 -- --
Tax benefit related to issuance of shares under
stock option plans............................. 12.7 12.7 -- --
Dividends on common stock........................ (36.0) -- -- (36.0)
-------- -------- ------ --------
Balance, December 31, 1996......................... 1,137.5 321.1 (2.3) 818.7
Comprehensive income, net of tax:
Net income..................................... 301.4 -- -- 301.4
Change in unrealized appreciation
(depreciation) of interest-only securities
(net of applicable income tax expense of
$13.4 million).............................. 21.8 -- 21.8 --
Change in minimum pension liability adjustment
(net of applicable income tax benefit of $.5
million).................................... (.9) -- (.9) --
--------
Total comprehensive income................ 322.3
Issuance of shares for stock options and employee
benefit plans.................................. 55.8 55.8 -- --
Tax benefit related to issuance of shares under
stock option plans............................. 6.2 6.2 -- --
Cost of shares acquired.......................... (145.3) (145.3) -- --
Dividends on common stock........................ (44.4) -- -- (44.4)
-------- -------- ------ --------
Balance, December 31, 1997......................... 1,332.1 237.8 18.6 1,075.7
Comprehensive income (loss), net of tax:
Net (loss)....................................... (87.3) -- -- (87.3)
Change in minimum pension liability adjustment
(net of applicable income tax benefit of $.8
million)....................................... (1.2) -- (1.2) --
Change in unrealized appreciation (depreciation)
of actively managed fixed maturity investments
and interest-only securities (net of applicable
income tax benefit of $16.7)................... (28.4) -- (28.4) --
--------
Total comprehensive income (loss)......... (116.9)
Capital contribution from parent................. 1,100.0 1,100.0 -- --
Issuance of shares for stock options............. 1.7 1.7 -- --
Tax benefit related to issuance of shares under
stock option plans............................. 14.5 14.5 -- --
Issuance of warrants in conjunction with
financing transaction.......................... 7.7 7.7 -- --
Shares returned by former executive due to
recomputation of bonus......................... (23.4) (23.4) -- --
Dividends on common stock........................ (23.5) -- -- (23.5)
-------- -------- ------ --------
Balance, December 31, 1998......................... $2,292.2 $1,338.3 $(11.0) $ 964.9
======== ======== ====== ========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
19
<PAGE> 20
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)...................................... $ (87.3) $ 301.4 $ 200.8
Adjustments to reconcile net income (loss) to net cash
provided (used) by operating activities:
Gain on sale of finance receivables................. (745.0) (782.5) (402.2)
Points and origination fees received upon
origination of finance receivables................ 298.3 179.8 35.9
Interest-only securities investment income.......... (132.9) (125.8) (77.2)
Cash received from interest-only securities......... 358.0 266.1 71.6
Servicing income.................................... (140.0) (113.7) (73.3)
Cash received from servicing activities............. 159.9 129.1 73.3
Change in restricted cash deposits.................. 42.0 (75.7) (12.2)
Amortization and depreciation....................... 44.4 30.6 18.6
Income taxes........................................ (43.7) 141.5 80.2
Accrual and amortization of investment income....... (13.2) (4.5) 2.7
Nonrecurring and impairment charges................. 608.9 190.0 --
Extraordinary charge on extinguishment of debt...... 18.6 -- --
Other............................................... (18.8) (98.5) (34.3)
---------- ---------- ----------
Net cash provided (used) by operating
activities................................... 349.2 37.8 (116.1)
---------- ---------- ----------
Cash flows from investing activities:
Cash received from the sale of finance receivables, net
of expenses......................................... 13,303.6 10,683.2 8,362.8
Principal payments received on finance receivables..... 6,065.9 4,084.4 2,461.2
Finance receivables originated......................... (21,261.6) (15,550.2) (10,405.4)
Purchase of subsidiary................................. -- -- (620.6)
Other.................................................. (78.2) (74.8) (23.2)
---------- ---------- ----------
Net cash used by investing activities.......... (1,970.3) (857.4) (225.2)
---------- ---------- ----------
Cash flows from financing activities:
Capital contribution from Conseco, Inc. ............... 1,100.0 -- --
Issuance of shares related to stock options and
employee and agent benefit plans.................... 1.7 5.1 6.1
Issuance of notes payable and commercial paper......... 12,563.9 10,577.8 7,514.4
Payments on notes payable and commercial paper......... (11,990.0) (9,473.9) (7,128.4)
Payment to repurchase equity securities................ -- (145.3) --
Common stock dividends paid............................ (23.5) (44.4) (36.0)
---------- ---------- ----------
Net cash provided by financing activities...... 1,652.1 919.3 356.1
---------- ---------- ----------
Net increase in short-term investments......... 31.0 99.7 14.8
Short-term investments, beginning of year................ 164.2 64.5 49.7
---------- ---------- ----------
Short-term investments, end of year...................... $ 195.2 $ 164.2 $ 64.5
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
20
<PAGE> 21
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES:
BASIS OF PRESENTATION
The following summary explains the accounting policies we use to arrive at
the more significant numbers in our financial statements. We prepare our
financial statements in accordance with generally accepted accounting principles
("GAAP"). We follow the accounting standards established by the Financial
Accounting Standards Board, the American Institute of Certified Public
Accountants and the Securities and Exchange Commission.
Green Tree Financial Corporation ("we", "Green Tree", or the "Company") is
a diversified financial services holding company that originates, purchases,
sells and services consumer and commercial finance loans throughout the United
States. Green Tree is a wholly owned subsidiary of Conseco, Inc. ("Conseco"), a
financial services holding company.
On June 30, 1998, we completed a merger with Conseco (the "Merger"). Each
share of Green Tree common stock was exchanged for .9165 of a share of Conseco
common stock. A total of 128.7 million shares of Conseco common stock were
issued (including 5.0 million common equivalent shares issued in exchange for
Green Tree's outstanding options). Conseco contributed $1.1 billion of
additional capital to Green Tree during 1998. In addition, Conseco has advanced
the finance segment $854.0 million borrowed under its Credit Facility, as
described under "Notes Payable and Commercial Paper."
Our consolidated financial statements exclude the results of material
transactions between us and our consolidated affiliates, or among our
consolidated affiliates. We reclassified certain amounts in our 1997 and 1996
consolidated financial statements and notes to conform with the 1998
presentation.
ACTIVELY MANAGED FIXED MATURITY SECURITIES
We classify our investments in fixed maturity securities as actively
managed which are carried at estimated fair value. Such securities represent the
interests we retain in loan securitizations, other than interest-only securities
and servicing rights. Adjustments to carry actively managed fixed maturity
securities at fair value have no effect on our earnings unless they are other
than temporary. Changes in fair value determined to be temporary are recorded,
net of tax, in shareholder's equity.
INTEREST-ONLY SECURITIES
Interest-only securities represent the right to receive certain future cash
flows from our securitized receivable sales. Such cash flows generally are equal
to the value of the principal and interest to be collected on the underlying
financial contracts of each securitization in excess of the sum of the principal
and interest to be paid on the securities sold and contractual servicing fees.
We carry interest-only securities at estimated fair value. We determine fair
value by discounting the projected cash flows over the expected life of the
receivables sold using current prepayment, default, loss and interest rate
assumptions. In 1997, we adopted the cash out method to measure the period of
time for which projected cash flows related to securitizations should be
discounted and used that method to measure the adjustment recorded as a
restatement of the carrying value of the interest-only securities as of December
31, 1996, and the valuation of the interest-only securities as of December 31,
1997. We record any unrealized gain or loss determined to be temporary, net of
tax, as a component of shareholder's equity. Declines in value are considered to
be other than temporary when the present value of estimated future cash flows
discounted at a risk free rate using current assumptions is less than the
carrying value of the interest-only securities. When declines in value
considered to be other than temporary occur, we reduce the amortized cost to
estimated fair value and recognize a loss in the statement of operations. See
note 2 for additional discussion of gain on sale of receivables and
interest-only securities.
21
<PAGE> 22
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SHORT-TERM INVESTMENTS
Short-term investments include commercial paper, invested cash and other
investments purchased with maturities of less than three months. We carry them
at amortized cost, which approximates their estimated fair value. We consider
all short-term investments to be cash equivalents.
FINANCE RECEIVABLES
Finance receivables consist of: (i) lease, commercial finance and revolving
credit receivables; and (ii) loans held for securitization. Lease receivables
are generally direct financing leases; the carrying value of these receivables
represents the present value of both the future minimum lease payments and
related residual values. Commercial finance receivables generally represent
dealer floorplan; asset-based financial arrangements with dealers, manufacturers
and other commercial entities; and commercial real estate loans. Revolving
credit receivables consist of retail credit card arrangements with merchants,
dealers and their customers. Loans held for sale generally consist of recent
originations of manufactured housing, home equity, home improvement and consumer
and equipment contracts which we expect to sell in the near term. We carry loans
held for sale at the lower of amortized cost or market as determined in the
aggregate for both commercial and other products. There was no valuation
allowance as of December 31, 1998 or 1997. We state finance receivables net of
allowance for expected losses.
We defer fees received and costs incurred when we originate finance
receivables. We amortize fees, costs, discounts and premiums over the
contractual lives of the receivables, giving consideration to anticipated
prepayments. We include such deferred fees or costs in the cost of finance
receivables sold upon the sale.
GOODWILL
Goodwill is the excess of the amount we paid to acquire a company over the
fair value of its net assets. We amortize goodwill on the straight-line basis
generally over a 20-year period. At December 31, 1998, the total accumulated
amortization of goodwill was $6.4 million. We continually monitor the value of
our goodwill based on our estimates of future earnings. We determine whether
goodwill is fully recoverable from projected undiscounted net cash flows from
earnings of the acquired company over the remaining amortization period. If we
were to determine that changes in such projected cash flows no longer support
the recoverability of goodwill over the remaining amortization period, we would
reduce its carrying value with a corresponding charge to expense or shorten the
amortization period (no such changes have occurred). Cash flows considered in
such an analysis are those of the business acquired.
INCOME TAXES
Our income tax expense includes deferred income taxes arising from
temporary differences between the tax and financial reporting bases of assets
and liabilities. In assessing the realization of deferred income tax assets, we
consider whether it is more likely than not that the deferred income tax assets
will be realized. The ultimate realization of deferred income tax assets depends
upon generating future taxable income during the periods in which temporary
differences become deductible. If future income is not generated as expected,
deferred income tax assets may need to be written off (no such write-offs have
occurred).
USE OF ESTIMATES
When we prepare financial statements in conformity with GAAP, we are
required to make estimates and assumptions that significantly affect various
reported amounts of assets and liabilities, and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting periods. For example, we use significant estimates
and assumptions in calculating values for the interest-only securities,
servicing rights, goodwill, liabilities related to litigation, gain on sale of
finance
22
<PAGE> 23
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
receivables and deferred income taxes. If our future experience differs from
these estimates and assumptions, our financial statements could be materially
affected.
REVENUE RECOGNITION FOR SALES OF FINANCE RECEIVABLES AND AMORTIZATION OF
SERVICING RIGHTS
Effective January 1, 1997, we account for the sale of finance receivables
in accordance with Statement of Financial Accounting Standards No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishment
of Liabilities "("SFAS 125"). In applying SFAS 125 to our securitized sales, we
are required to recognize a gain, representing the difference between the
proceeds from the sale (net of related sale costs) and the carrying value of the
component of the finance receivable sold. We determine such carrying amount by
allocating the carrying value of the finance receivables between the portion we
sell and the interests we retain (generally interest-only securities, other
securities classified as fixed maturity securities and servicing rights), based
on each portion's relative fair values on the date of the sale.
We amortize the servicing rights we retain after the sale of finance
receivables, in proportion to, and over the estimated period of, net servicing
income.
We evaluate servicing rights for impairment on an ongoing basis, stratified
by product type and origination period. To the extent that the recorded amount
exceeds the fair value, we establish a valuation allowance through a charge to
earnings. If we determine, upon subsequent measurement of the fair value of
these servicing rights, that the fair value equals or exceeds the amortized
cost, all or a portion of the previously recorded valuation allowance would be
deemed unnecessary and restored to earnings.
FAIR VALUES OF FINANCIAL INSTRUMENTS
We use the following methods and assumptions to determine the estimated
fair values of financial instruments:
Investment securities. For fixed maturity securities, we use quotes from
independent pricing services, where available.
Interest-only securities. We discount future expected cash flows over the
expected life of the receivables sold using prepayment, default, loss and
interest rate assumptions that we believe market participants would use to value
such securities.
Other invested assets. We use quoted market prices, where available. When
quotes are not available, we assume a market value equal to carrying value.
Short-term investments. We use quoted market prices. The carrying amount
for these instruments approximates their estimated fair value.
Finance receivables. For loans held for securitization, we use market
values realized in recent sales of loans in securitization transactions. For
other loans, we use carrying value.
Notes payable. For publicly traded debt, we use current market values. For
other notes, we use discounted cash flow analyses based on our current
incremental borrowing rates for similar types of borrowing arrangements.
23
<PAGE> 24
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Here are the estimated fair values of our financial instruments:
<TABLE>
<CAPTION>
1998 1997
-------------------- --------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ----- -------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Financial assets:
Actively managed fixed maturities................... $ 340.8 $ 340.8 $ -- $ --
Interest-only securities............................ 1,305.4 1,305.4 1,398.7 1,398.7
Other invested assets............................... 16.8 16.8 25.3 25.3
Short-term investments.............................. 195.2 195.2 164.2 164.2
Finance receivables................................. 3,067.2 3,150.0 1,971.0 1,986.4
Financial liabilities:
Notes payable and commercial paper.................. 1,584.9 1,584.3 1,863.0 1,872.7
Note payable due to Conseco......................... 854.0 854.0 -- --
</TABLE>
IMPAIRMENT CHARGE
During the second quarter of 1998, prepayments on securitized loan
contracts continued to exceed expectations and management concluded that such
prepayments were likely to continue to be higher than expected in future periods
as well. As a result of these developments, we concluded that the value of the
interest-only securities and servicing rights had been impaired, and we
determined a new value using current assumptions. In addition, the market yields
of publicly traded securities similar to our interest-only securities also
increased during the second quarter. The new assumptions were based on our
internal evaluations and consultation with external investment managers with
significant experience in valuing these securities. The new assumptions reflect
the following changes from the assumptions previously used: (i) an increase in
prepayment rates; (ii) an increase (to 15 percent from 11.5 percent) in the
discount rate used to determine the present value of future cash flows; and
(iii) an increase in anticipated default rates. We recognized a $549.4 million
impairment charge in 1998 to reduce the carrying value of the interest-only
securities and servicing rights.
We recognized a $190.0 million impairment charge in 1997 generally due to
adverse prepayment experience.
NONRECURRING CHARGE
We recognized a $108.0 million nonrecurring charge in the second quarter of
1998 related to the Merger consisting of: $5.0 million transaction costs; $71.0
million severance and other employment related costs; and $32.0 million other
costs. Transaction costs included expenses related to the Merger. Severance and
other employment related costs included contractual severance and other benefits
due to certain executives. Other costs included the write-off of computer
equipment and related software that will no longer be used, losses for
facilities to be vacated, increases to legal expense accruals and various other
costs.
RECENTLY ISSUED ACCOUNTING STANDARDS
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133") was issued in June
1998. SFAS 133 requires all derivative instruments to be recorded on the balance
sheet at estimated fair value. Changes in the fair value of derivative
instruments are to be recorded each period either in current earnings or other
comprehensive income, depending on whether a derivative is designated as part of
a hedge transaction and, if it is, on the type of hedge transaction.
24
<PAGE> 25
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
SFAS 133 is effective for year 2000. We are currently evaluating the impact of
SFAS 133; at present, we do not believe it will have a material effect on our
consolidated financial position or results of operations.
2. FINANCE RECEIVABLES, INTEREST-ONLY SECURITIES AND SERVICING RIGHTS:
Finance receivables, summarized by type, were as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------
1998 1997
---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C>
Manufactured housing...................................... $ 798.8 $ 303.4
Mortgage services......................................... 603.5 568.6
Consumer/credit card...................................... 587.3 187.0
Commercial................................................ 1,120.6 931.8
-------- --------
3,110.2 1,990.8
Less allowance for doubtful accounts...................... (43.0) (19.8)
-------- --------
Net finance receivables................................. $3,067.2 $1,971.0
======== ========
</TABLE>
We pool and securitize substantially all of the finance receivables we
originate. In a typical securitization, we establish a special purpose entity
for the limited purpose of purchasing the finance receivables. This
special-purpose entity issues and sells interest-bearing securities that
represent interests in the receivables, collateralized by the underlying pool of
finance receivables. We, in turn, receive the proceeds from the sale of the
securities, which are typically sold at the same amount as the principal balance
of the receivables sold. We retain a residual interest, which represents the
right to receive, over the life of the pool of receivables: (i) the excess of
the principal and interest received on the receivables transferred to the
special purpose entity over the principal and interest paid to the holders of
other interests in the securitization; and (ii) servicing fees.
In some securitizations, we also retain certain lower-rated securities that
are senior in payment priority to the interest-only securities. Such securities
had a fair market value of $340.8 million at December 31, 1998, and were
classified as actively managed fixed maturity securities.
During 1998, 1997 and 1996, the Company sold $13.4 billion, $10.7 billion
and $8.4 billion, respectively, of finance receivables in various securitized
transactions and recognized gains of $745.0 million, $782.5 million and $402.2
million, respectively The 1996 gain reflects a charge of $200.0 million as a
result of adjustments necessary to fully consider the effects of partial
prepayments on projected future interest collections and the impact of changes
in projected future interest due to investors. Such adjustments were calculated
using the cash out method to measure the period of time for which projected cash
flows related to securitizations should be discounted.
As explained in note 1, the interest-only security is initially recorded at
a value representing an allocated portion of the cost basis of the finance
receivables being sold. The account value was adjusted to estimated fair
25
<PAGE> 26
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
value at December 31, 1998, using the following assumptions. The difference
between this estimated fair value and the security's book value is insignificant
and is included in unrealized depreciation of other investments.
<TABLE>
<CAPTION>
MANUFACTURED HOME EQUITY/ CONSUMER/
HOUSING HOME IMPROVEMENT EQUIPMENT TOTAL
------------ ---------------- --------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Interest-only securities at fair value....... $ 691.5 $ 422.0 $ 191.9 $ 1,305.4
Principal balance of sold finance
receivables(a)............................. 20,241.3 7,313.7 3,988.0 31,543.0
Weighted average customer interest rate on
sold finance receivables(a)................ 10.2% 11.5% 10.9%
Expected weighted average annual constant
prepayment rate as a percentage of
principal balance of sold finance
receivables(a)(b).......................... 11.7% 26.0% 22.0%
Expected nondiscounted credit losses as a
percentage of principal balance of sold
finance receivables(a)(b).................. 5.9% 3.4% 2.4%
Weighted average discount rate(a)............ 14.0% 14.0% 14.0%
</TABLE>
The account value was adjusted to estimated fair value at December 31,
1997, using the following assumptions:
<TABLE>
<CAPTION>
MANUFACTURED HOME EQUITY/ CONSUMER/
HOUSING HOME IMPROVEMENT EQUIPMENT TOTAL
------------ ---------------- --------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
Interest-only securities at fair value....... $ 892.8 $ 335.1 $ 170.8 $ 1,398.7
Principal balance of sold finance
receivables(a)............................. 17,558.2 4,251.6 2,467.5 24,277.3
Weighted average customer interest rate on
sold finance receivables(a)................ 10.5% 11.8% 11.3%
Expected weighted average annual constant
prepayment rate as a percentage of
principal balance of sold finance
receivables(a)(b).......................... 9.5% 24.0% 22.0%
Expected nondiscounted credit losses as a
percentage of principal balance of sold
finance receivables(a)(b).................. 6.2% 4.3% 2.1%
Weighted average discount rate(a)............ 11.5% 11.5% 11.5%
</TABLE>
- -------------------------
(a) Excludes finance receivables sold in revolving trust securitizations.
(b) The valuation of interest-only securities is affected not only by the
projected level of prepayments of principal and net credit losses, but also
by the projected timing of such prepayments and net credit losses. Should
the timing of projected prepayments of principal or net credit losses
differ materially from the timing projected by the Company, such timing
could have a material effect on the valuation of the interest-only
securities.
26
<PAGE> 27
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following summarizes information with respect to the 60-days-and-over
contractual dollar delinquencies, loss experience and repossessed collateral
experience of our managed finance receivables:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
60-days-and-over delinquencies as a percentage of managed
finance receivables at period end......................... 1.19% 1.08%
Net credit losses incurred during each year as a percentage
of average managed finance receivables during the
period.................................................... 1.03% 1.05%
Repossessed collateral inventory as a percentage of managed
finance receivables at period end......................... 1.14% .95%
</TABLE>
Activity in the interest-only securities account during 1998 and 1997 is as
follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C>
Balance, beginning of year................................ $1,398.7 $1,014.8
Additions resulting from securitizations during the
period............................................... 719.6 679.0
Investment income....................................... 132.9 125.8
Cash received........................................... (358.0) (266.1)
Impairment charge to reduce carrying value.............. (544.4) (190.0)
Change in unrealized appreciation credited (charged) to
shareholder's equity................................. (43.4) 35.2
-------- --------
Balance, end of year...................................... $1,305.4 $1,398.7
======== ========
</TABLE>
The activity in the servicing rights account during 1998 and 1997, is as
follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C>
Balance, beginning of year................................. $ 77.0 $ 30.8
Additions resulting from securitizations during the
period................................................ 64.3 61.6
Amortization............................................. (19.9) (15.4)
Impairment charge to establish a valuation allowance..... (5.0) --
------ ------
Balance, end of year....................................... $116.4 $ 77.0
====== ======
</TABLE>
3. INCOME TAXES:
Income tax liabilities were comprised of the following:
<TABLE>
<CAPTION>
1998 1997
---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C>
Deferred income tax (assets) liabilities:
Interest-only securities................................. $ 573.3 $ 737.2
Unrealized appreciation.................................. (3.3) 13.4
Net operating loss carryforward.......................... -- (135.2)
Other.................................................... (101.8) 7.4
------- -------
Deferred income tax liabilities....................... 468.2 622.8
Current income tax liabilities............................. 79.7 --
------- -------
Income tax liability.................................. $ 547.9 $ 622.8
======= =======
</TABLE>
27
<PAGE> 28
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Income tax expense (benefit) was as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Current tax provision................................. $ 41.4 $ 35.1 $ 55.6
Deferred tax provision (benefit)...................... (49.0) 149.6 67.5
------ ------ ------
Income tax expense (benefit)..................... $ (7.6) $184.7 $123.1
====== ====== ======
</TABLE>
Income tax expense (benefit) differed from that computed at the applicable
federal statutory rate (35 percent) for the following reasons:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Tax expense (benefit) on income before income taxes at
statutory rate...................................... $(29.2) $170.1 $113.4
Nondeductible merger expense.......................... 7.0 -- --
Other................................................. 15.6 -- --
State taxes........................................... (1.0) 14.6 9.7
------ ------ ------
Income tax expense (benefit)..................... $ (7.6) $184.7 $123.1
====== ====== ======
</TABLE>
4. NOTES PAYABLE AND COMMERCIAL PAPER:
Notes payable and commercial paper were as follows (interest rates as of
December 31, 1998):
<TABLE>
<CAPTION>
1998 1997
---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C>
Note payable to Conseco (5.86%)............................. $ 854.0 $ --
Bank credit facility........................................ -- 35.0
Master repurchase agreements due 1999 (6.27%)............... 780.6 --
Credit facility collateralized by interest-only securities
due 2000 (7.60%).......................................... 300.0 --
10.25% senior subordinated notes due 2002................... 267.3 267.3
Medium term notes due 1999 to 2003 (6.58%).................. 238.7 246.6
Commercial paper............................................ -- 1,319.1
Other....................................................... 3.2 1.9
-------- --------
Total principal amount................................. 2,443.8 1,869.9
Less unamortized net discount............................... (4.9) (6.9)
-------- --------
Total.................................................. $2,438.9 $1,863.0
======== ========
</TABLE>
We substantially restructured and repaid a portion of our debt during 1998.
We recognized an extraordinary charge of $11.5 million (net of a $7.1 million
tax benefit) as a result of the repayment, restructuring and cancellation of a
portion of our debt.
In the third quarter of 1998, we entered into a promissory note with
Conseco. The note bears interest at LIBOR plus a margin of .35 percent and both
the principal and interest are due on demand. Interest expense incurred under
the note totaled $16.8 million.
At December 31, 1998, $73.3 million par value of the 10.25% senior
subordinated notes are held by Conseco.
As of December 31, 1998, the Company had $4.0 billion of master repurchase
agreements with various investment banking firms, subject to availability of
eligible collateral which is primarily comprised of finance
28
<PAGE> 29
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
receivables. The agreements generally provided for terms of one year, which can
be extended each quarter by mutual agreement of the parties for an additional
year, based upon the review of updated quarterly financial information.
The maturities of notes payable at December 31, 1998, were as follows
(dollars in millions):
<TABLE>
<CAPTION>
MATURITY DATE
-------------
<S> <C>
1999........................................................ $ 792.8
2000........................................................ 300.2
2001........................................................ 1.7
2002........................................................ 487.3
2003........................................................ 861.8
Thereafter.................................................. --
--------
Total par value at December 31, 1998................... $2,443.8
========
</TABLE>
5. OTHER DISCLOSURES:
LEASES
The Company rents office space, equipment and computer software under
noncancellable operating leases. Rental expense was $16.6 million in 1998, $13.1
million in 1997 and $8.7 million in 1996. Future required minimum rental
payments as of December 31, 1998, were as follows (dollars in millions):
<TABLE>
<S> <C>
1999........................................................ $16.1
2000........................................................ 14.2
2001........................................................ 9.6
2002........................................................ 6.5
2003........................................................ 3.9
Thereafter.................................................. 1.6
-----
Total............................................. $51.9
=====
</TABLE>
PENSION PLANS
The Company has a qualified noncontributory defined benefit pension plan
covering substantially all of its employees over 21 years of age. The plan's
benefits are based on years of service and the employee's compensation. The plan
is funded annually based on the maximum amount that can be deducted for federal
income tax purposes. The assets of the plan are primarily invested in common
stock, corporate bonds and cash equivalents. In addition, the Company maintains
a nonqualified pension plan for certain key employees as designated by the Board
of Directors. The following table sets forth the plan's funded status and
amounts
29
<PAGE> 30
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
recognized in the Company's statement of financial position at December 31.
Amounts related to such benefit plans were as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C>
Benefit obligation, beginning of year...................... $ 72.9 $ 39.8
Service cost............................................. 7.3 4.8
Interest cost............................................ 5.0 3.9
Actuarial loss........................................... 4.3 25.6
Benefits paid............................................ (1.0) (1.2)
------ ------
Benefit obligation, end of year............................ $ 88.5 $ 72.9
====== ======
Fair value of plan assets, beginning of year............... $ 9.1 $ 7.1
Actual return on plan assets............................. 2.6 1.3
Employer contributions................................... 4.4 1.9
Benefits paid............................................ (1.0) (1.2)
------ ------
Fair value of plan assets, end of year..................... $ 15.1 $ 9.1
====== ======
Funded status.............................................. $(73.4) $(63.8)
Unrecognized net actuarial loss............................ 43.4 43.1
Unrecognized prior service cost............................ (.2) (.1)
------ ------
Accrued benefit liability............................. $(30.2) $(20.8)
====== ======
</TABLE>
We used the following weighted average assumptions to calculate benefit
obligations for our 1998 and 1997 valuations: discount rate of approximately 6.5
percent; an expected return on plan assets of approximately 9.0 percent; and we
assumed an annual rate of compensation increase of 5.5 percent.
Components of the cost we recognized related to pension plans are as
follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C>
Service cost................................................ $ 7.3 $ 4.8
Interest cost............................................... 5.0 3.9
Expected return of plan assets.............................. (.9) (.7)
Amortization of prior service cost.......................... .2 .2
Recognized net actuarial loss............................... 2.2 1.8
----- -----
Net periodic benefit cost.............................. $13.8 $10.0
===== =====
</TABLE>
The Company has qualified defined contribution plans for which
substantially all employees are eligible. Company contributions, which match
certain voluntary employee contributions to the plan, totaled $3.6 million in
1998, $2.5 million in 1997, and $1.3 million in 1996.
LITIGATION
Green Tree has been served with various related lawsuits which were filed
in the United States District Court for the District of Minnesota. These
lawsuits were filed as purported class actions on behalf of persons or entities
who purchased common stock or options of Green Tree during the alleged class
periods that generally run from February 1995 to January 1998. One such action
did not include class action claims. In addition to Green Tree, certain current
and former officers and directors of Green Tree are named as defendants in one
or more of the lawsuits. Green Tree and other defendants have obtained an order
from the United States District Court for the District of Minnesota
consolidating the lawsuits seeking class action
30
<PAGE> 31
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
status into two actions: one which pertains to a purported class of common
stockholders and the other which pertains to a purported class of stock option
traders. Plaintiffs in the lawsuits assert claims under Sections 10(b) and 20(a)
of the Securities Exchange Act of 1934. In each case, plaintiffs allege that
Green Tree and the other defendants violated federal securities laws by, among
other things, making false and misleading statements about the current state and
future prospects of Green Tree (particularly with respect to prepayment
assumptions and performance of certain loan portfolios of Green Tree) which
allegedly rendered Green Tree's financial statements false and misleading. The
Company believes that the lawsuits are without merit and intends to defend such
lawsuits vigorously. The ultimate outcome of these lawsuits cannot be predicted
with certainty. Green Tree has filed motions, which are pending, to dismiss
these lawsuits.
In addition, the Company and its subsidiaries are involved on an ongoing
basis in lawsuits related to its operations. Although the ultimate outcome of
certain of such matters cannot be predicted, none of such lawsuits currently
pending against the Company or its subsidiaries is expected, individually or in
the aggregate, to have a material adverse effect on the Company's consolidated
financial condition, cash flows or results of operations.
GUARANTEES
We have provided guarantees of approximately $1.9 billion at December 31,
1998, in conjunction with the sales of finance receivables. We believe a
significant loss from any such guarantee is remote.
6. CONSOLIDATED STATEMENT OF CASH FLOWS:
The following disclosures are provided to support and/or supplement our
consolidated statement of cash flows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C>
Non-cash items not reflected in the consolidated
statement of cash flows:
Issuance of common stock under stock option and
employee benefit plans.......................... $ -- $ 50.7 $31.2
Tax benefit related to the issuance of common
stock under employee benefit plans.............. 14.5 6.2 12.7
Shares returned by former executive due to
recomputation of bonus.......................... 23.4 -- --
Cash paid for:
Interest expense on debt and commercial paper........ 194.2 156.5 66.4
Income taxes......................................... 29.0 31.8 44.2
</TABLE>
31
<PAGE> 32
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
7. QUARTERLY FINANCIAL DATA (UNAUDITED):
<TABLE>
<CAPTION>
1ST QUARTER 2ND QUARTER 3RD QUARTER 4TH QUARTER
----------- ----------- ----------- -----------
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C>
1998
Revenues......................... $285.8 $285.1 $417.8 $400.9
Income (loss) before income taxes
and extraordinary charge...... 102.4 (578.2) 192.8 199.6
Net income (loss)................ 63.5 (422.3) 110.7 160.8
1997
Revenues......................... $267.1 $317.1 $348.3 $348.9
Income (loss) before income taxes
and extraordinary charge...... 148.1 174.3 191.7 (28.0)
Net income (loss)................ 91.8 108.1 118.8 (17.3)
</TABLE>
Our quarterly results of operations are based on numerous estimates,
principally related to the valuation of interest-only securities and income
taxes. We revise all such estimates each quarter and we ultimately adjust them
to year-end amounts. When we determine revisions are necessary, we report them
as part of operations of the current quarter.
We have restated amounts previously reported for the second quarter of 1998
to reflect a correction to the impairment charge we previously reported. This
change increased the previously reported net loss by $19.5 million.
32
<PAGE> 33
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
The Registrant meets the conditions set forth in the General Instructions
(I)(1)(a) and (b) of Form 10-K and is therefore omitting the information
otherwise required in Part III.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) 1.Financial Statements. See Index to Consolidated Financial Statements
on page 13 for a list of financial statements included in this
Report.
2.Financial Statement Schedules. All schedules are omitted, either
because they are not applicable, not required, or because the
information they contain is included elsewhere in the consolidated
financial statements or notes.
3. Exhibits. See Exhibit Index immediately preceding the Exhibits
filed with this report.
(b)Reports on Form 8-K
A report on Form 8-K dated November 12, 1998, was filed with the
Commission to report under Item 4, the change in the registrant's
certifying accountants from KPMG Peat Marwick LLP to
PricewaterhouseCoopers LLP.
33
<PAGE> 34
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, this 30th day of March, 1999.
GREEN TREE FINANCIAL CORPORATION
By: /s/ STEPHEN C. HILBERT
------------------------------------
Stephen C. Hilbert, Chief Executive
Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE (CAPACITY) DATE
--------- ---------------- ----
<C> <S> <C>
/s/ STEPHEN C. HILBERT Chairman of the Board, Chief March 30, 1999
- --------------------------------------------- Executive Officer and Director
Stephen C. Hilbert (Principal Executive Officer)
/s/ ROLLIN M. DICK Executive Vice President, Chief March 30, 1999
- --------------------------------------------- Financial Officer and Director
Rollin M. Dick (Principal Financial Officer)
/s/ JAMES S. ADAMS Senior Vice President and Chief March 30, 1999
- --------------------------------------------- Accounting Officer
James S. Adams (Principal Accounting Officer)
/s/ THOMAS J. KILIAN Director March 30, 1999
- ---------------------------------------------
Thomas J. Kilian
</TABLE>
34
<PAGE> 35
GREEN TREE FINANCIAL CORPORATION
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K
(FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998)
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C>
3(a) Certificate of Incorporation of Green Tree Financial
Corporation (incorporated by reference to the Company's
Registration Statement on Form S-1; File No. 33-60869).
3(b) Certificate of Merger of Incorporation of Green Tree
Financial Corporation, as filed with the Delaware Secretary
of State on June 30, 1995 (incorporated by reference to the
Company's Registration Statement on Form S-1; File No.
33-60869).
3(c) Restated Bylaws of Green Tree Financial Corporation
(incorporated by reference to the Company's Registration
Statement on Form S-3; File No. 333-52233).
4(a) Indenture dated as of March 15, 1992 relating to
$287,500,000 of 10 1/4% Senior Subordinated Notes due June
1, 2002 (incorporated by reference to the Company's
Registration Statement on Form S-4; File No. 33-42249).
4(b) Indenture dated as of September 1, 1992 relating to
$250,000,000 of Medium-Term Notes, Series A, Due Nine Months
or More From Date of Issue (incorporated by reference to the
Company's Registration Statement on Form S-3; File No.
33-51804).
4(c) Promissory Note dated July 17, 1998 issued by the Company to
Conseco, Inc. (incorporated by reference to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1998; File No. 1-08916).
10(a) Company's Key Executive Bonus Program (incorporated by
reference to the Company's Registration Statement on Form
S-1; File No. 2-82880).
10(b) Employment Agreement, dated February 9, 1996 between the
Company and Lawrence Coss and related Noncompetition
Agreement, dated February 9, 1996 (incorporated by reference
to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1996; File No. 1-08916); as
amended by Amendment Agreement dated April 6, 1998 to
Employment Agreement of Lawrence Coss (incorporated by
reference to the Company's Registration Statement on Form
S-3; Registration No. 333-52233).
10(c) Green Tree Financial Corporation 1987 Stock Option Plan
(incorporated by reference to the Company's Registration
Statement on Form S-4; File No. 33-42249).
10(d) Green Tree Financial Corporation Key Executive Stock Bonus
Plan (incorporated by reference to the Company's
Registration Statement on Form S-4; File No. 33-42249).
10(e) Master Repurchase Agreement dated as of September 1, 1995
between Merrill Lynch Mortgage Capital, Inc. and Green Tree
Financial Corporation (incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1995; File No. 1-08916); as amended by
Amendment to the Master Repurchase Agreement dated June 1,
1997 (incorporated by reference to the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1997; File No. 0-11652); as amended by Amendment to the
Master Repurchase Agreement dated February 10, 1998
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1998,
File No. 1-08916).
</TABLE>
<PAGE> 36
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C>
10(f) Insurance and Indemnity Agreement dated as of February 13,
1992 among Green Tree Financial Corporation, MaHCS Guaranty
Corporation and Financial Security Assurance Inc.
(incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1991; File No.
0-11652); as amended by Amended and Restated Insurance and
Indemnity Agreement dated March 11, 1994 (incorporated by
reference to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1994; File No.
0-11652).
10(g) Master Repurchase Agreement dated as of October 15, 1992
between Green Tree Finance Corp.-Five and Lehman Commercial
Paper, Inc. (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31,
1992; File No. 0-11652); as amended by Amendment to the
Master Repurchase Agreement dated June 30, 1995
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1995;
File No. 0-11652); as amended by Amended and Restated Master
Repurchase Agreement dated February 4, 1998 between Lehman
Commercial Paper Inc. and Green Tree Finance Corp.-Five
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 1998;
File No. 1-0896).
10(h) 401(k) Plan Trust Agreement effective as of October 1, 1992
(incorporated by reference to the Company's Annual Report on
Form 10-K for the year ended December 31, 1992; File No.
0-11652); as amended by Amendment to the Plan Agreement
dated November 23, 1994 (incorporated by reference to the
Company's Annual Report on Form 10-K for the year ended
December 31, 1994; File No. 0-11652); as amended by
Amendment to the Plan Agreement dated August 22, 1996
(incorporated by reference to the Company's Quarterly Report
on Form 10-Q for the quarterly period ended September 30,
1996; File No. 1-08916); as amended by Amendment to the Plan
Agreement dated December 30, 1996 (incorporated by reference
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996; File No. 1-08916).
10(i) Green Tree Financial Corporation Restated 1992 Supplemental
Stock Option Plan (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998; File No. 0-11652).
10(j) Green Tree Financial Corporation 1995 Employee Stock
Incentive Plan (incorporated by reference to the Company's
Annual Report on Form 10-K for the year ended December 31,
1995; File No. 1-08916).
10(k) Green Tree Financial Corporation Chief Executive Cash Bonus
and Stock Option Plan and related Stock Option Agreement,
dated February 9, 1996 (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1996; File No. 1-08916).
10(l) Green Tree Financial Corporation 1996 restated Supplemental
Pension Plan Dated May 15, 1996 (incorporated by reference
to the Company's Annual Report on Form 10-K for the year
ended December 31, 1997; File No. 1-08916).
10(m) Asset Assignment Agreement dated as of February 13, 1998
between Green Tree Residual Finance Corp. I and Lehman
Commercial Paper, Inc. (incorporated by reference to the
Company's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1998; File No. 1-08916).
10(n) Common Stock Warrants Agreement by and between Green Tree
Financial Corporation and Lehman Commercial Paper Inc.,
including form of Warrant, dated as of February 13, 1998
(incorporated by reference to the Company's Current Report
on Form 8-K dated December 19, 1997; File No. 0-18916).
</TABLE>
<PAGE> 37
<TABLE>
<CAPTION>
EXHIBIT NO.
- -----------
<S> <C>
10(o) Amendment No. 1 to Common Stock Warrant Agreement by and
between Green Tree Financial Corporation and Lehman
Commercial Paper Inc. (incorporated by reference to the
Company's Current Report on Form 8-K dated December 19,
1997; File No. 0-18916).
10(p) Conseco, Inc. Performance-Based Compensation Plan for
Executive Officers (incorporated by reference to Exhibit
10.8.15 to Conseco's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998; File No. 1-09250).
10(q) Conseco 1994 Stock and Incentive Plan (incorporated by
reference to Conseco's definitive Proxy Statement dated
April 29, 1994; File No. 1-09250).
10(r) Conseco Amended and Restated Director, Officer and Key
Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.8.11 to Conseco's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998; File No. 1-09250).
10(s) Guaranty regarding Conseco Director, Officer and Key
Employee Stock Purchase Plan (incorporated by reference to
Exhibit 10.8.12 to Conseco's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1996; File No. 1-09250).
10(t) Form of Promissory Note payable to Conseco relating to
Conseco's Director, Officer and Key Employee Stock Purchase
Plan (incorporated by reference to Exhibit 10.8.13 to
Conseco's Annual Report on Form 10-K for the year ended
December 31, 1998; File No. 1-09250).
10(u) Retention Agreement dated as of July 1, 1998 between Green
Tree Financial Corporation and Bruce A. Crittenden
(incorporated by reference to Exhibit 10.8.20 to Conseco's
Annual Report on Form 10-K for the year ended December 31,
1998; File No. 1-09250).
10(v) Conseco, Inc. Amended and Restated 1997 Non-qualified Stock
Option Plan (incorporated by reference to Exhibit 10.8.14 to
Conseco's Annual Report on Form 10-K for the year ended
December 31, 1997).
12 Computation of Ratio of Earnings to Fixed Charges (filed
herewith).
23.1 Consent of KPMG Peat Marwick LLP (filed herewith).
23.2 Consent of PricewaterhouseCoopers LLP (filed herewith).
27 Financial Data Schedule (filed herewith).
</TABLE>
PURSUANT TO ITEM 601(b)(4) OF REGULATION S-K, THERE HAS BEEN EXCLUDED FROM
THE EXHIBITS FILED PURSUANT TO THIS REPORT, INSTRUMENTS DEFINING THE RIGHTS OF
HOLDERS OF LONG-TERM DEBT OF THE COMPANY WHERE THE TOTAL AMOUNT OF THE
SECURITIES AUTHORIZED UNDER SUCH INSTRUMENTS DOES NOT EXCEED TEN PERCENT OF THE
TOTAL ASSETS OF THE COMPANY. THE COMPANY HEREBY AGREES TO FURNISH A COPY OF ANY
SUCH INSTRUMENTS TO THE COMMISSION UPON REQUEST.
<PAGE> 1
EXHIBIT 12
GREEN TREE FINANCIAL CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(DOLLARS IN MILLIONS)
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Pretax income from operations:
Net income (loss)......................................... $(87.3) $301.4 $200.8
Add income tax expense (benefit).......................... (7.6) 184.7 123.1
Add extraordinary charge on extinguishment of debt........ 11.5 -- --
------ ------ ------
Pretax income (loss) from operations................... (83.4) 486.1 323.9
------ ------ ------
Add fixed charges:
Interest expense.......................................... 213.7 160.9 70.1
Portion of rental(a)...................................... 5.5 4.4 2.9
------ ------ ------
Fixed charges.......................................... 219.2 165.3 73.0
------ ------ ------
Adjusted earnings...................................... $135.8 $651.4 $396.9
====== ====== ======
Ratio of earnings to fixed charges................... (b) 3.94X 5.44X
====== ====== ======
</TABLE>
- -------------------------
(a) Interest portion of rental is assumed to be 33 percent.
(b) For 1998, adjusted earnings were $83.4 million less than fixed charges.
Adjusted earnings for 1998 included an impairment charge of $549.4 million
and nonrecurring charges of $108.0 million related to the merger of the
Company with Conseco, Inc.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Green Tree Financial Corporation:
We consent to incorporation by reference of our report dated January 27, 1998,
relating to the consolidated balance sheet of Green Tree Financial Corporation
and subsidiaries as of December 31, 1997 and the related consolidated
statements of operations, shareholders' equity and cash flows for each of the
years in the two-year period ended December 31, 1997, which report appears in
the December 31, 1998 Form 10-K of Green Tree Financial Corporation, in the
following Registration Statements of Green Tree Financial Corporation: No.
333-63265 on Form S-3, No. 333-63305 on Form S-3, No. 333-52233 on Form S-3 and
No. 333-48179 on Form S-3. Our report refers to the Company's adoption of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities," in 1997.
KPMG Peat Marwick LLP
Minneapolis, Minnesota
March 30, 1999
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statements of Green Tree Financial Corporation (File Nos. 333-63265, 333-63305,
333-52233 and 333-48179) of our report dated March 30, 1999, on our audit of the
consolidated financial statements of Green Tree Financial Corporation as of
December 31, 1998 and for the year ended December 31, 1998, which report is
included in this Annual Report on Form 10-K.
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 30, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Company's financial statements and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,049,000<F1>
<SECURITIES> 1,646,200
<RECEIVABLES> 3,110,200
<ALLOWANCES> 43,000
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 260,900
<DEPRECIATION> 102,100
<TOTAL-ASSETS> 6,828,300
<CURRENT-LIABILITIES> 0
<BONDS> 506,000
0
0
<COMMON> 1,338,300
<OTHER-SE> 955,100<F2>
<TOTAL-LIABILITY-AND-EQUITY> 6,828,300
<SALES> 745,000
<TOTAL-REVENUES> 1,389,600
<CGS> 0
<TOTAL-COSTS> 601,900
<OTHER-EXPENSES> 657,400<F3>
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 213,700
<INCOME-PRETAX> (83,400)
<INCOME-TAX> (7,600)
<INCOME-CONTINUING> (75,800)
<DISCONTINUED> 0
<EXTRAORDINARY> (11,500)
<CHANGES> 0
<NET-INCOME> (87,300)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<FN>
<F1>Includes $843,800 of cash held in segregated accounts for investors and
$205,200 of cash deposits, restricted under pooling and servicing agreements.
<F2>Includes retained earnings of $964,900 and accumulated other comprehensive
losses of $9,800.
<F3>Represents nonrecurring charges including: (i) merger related costs
(including investment banking, accounting, legal and regulatory fees, severance
costs and other costs associated with the acquisition of Green Tree by Conseco,
Inc. of $108,000; and (ii) a charge to reduce the value of interest-only
securities, cash reserve collateral balances and servicing rights of $549,400.
</FN>
</TABLE>
