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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, 2000 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: 1-9250
Conseco, Inc.
Indiana No. 35-1468632
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State of Incorporation IRS Employer Identification No.
11825 N. Pennsylvania Street
Carmel, Indiana 46032 (317) 817-6100
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Address of principal executive offices Telephone
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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Common Stock, No Par Value New York Stock Exchange, Inc.
8-1/8% Senior Notes due 2003 New York Stock Exchange, Inc.
10-1/2% Senior Notes due 2004 New York Stock Exchange, Inc.
9.16% Trust Originated Preferred Securities New York Stock Exchange, Inc.
8.70% Trust Originated Preferred Securities New York Stock Exchange, Inc.
9% Trust Originated Preferred Securities New York Stock Exchange, Inc.
9.44% Trust Originated Preferred Securities New York Stock Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
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 (computed as
of March 27, 2001): $4,266,010,577
Shares of common stock outstanding as of March 27, 2001: 337, 584,736
DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Registrant's
definitive proxy statement for the 2001 annual meeting of shareholders are
incorporated by reference into Part III of this Report.
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PART I
ITEM 1. BUSINESS OF CONSECO.
Conseco, Inc. ("we", "Conseco", or the "Company") is a financial services
holding company with subsidiaries operating throughout the United States. Our
insurance subsidiaries develop, market and administer supplemental health
insurance, annuity, individual life insurance and other insurance products. Our
finance subsidiaries originate, securitize and service manufactured housing,
home equity, retail credit and floorplan loans. Conseco's operating strategy is
to grow its business by focusing its resources on the development and expansion
of profitable products and strong distribution channels, to seek to achieve
superior investment returns through active asset management and to control
expenses.
During 2000, we announced several courses of action with respect to
Conseco Finance Corp. ("Conseco Finance"), a wholly owned subsidiary of Conseco,
as well as our intent to sell our individual and group major medical insurance
lines and certain non-strategic assets held at the parent company level. These
actions are designed to reduce parent company debt over time and are an integral
part of the restructuring of the bank debt which occurred during the third
quarter of 2000. The actions with respect to Conseco Finance include: (i) the
sale, closing or runoff of five units (i.e., asset-based lending, vendor
leasing, bankcards, transportation and park construction); (ii) efforts to
better utilize existing assets so as to increase cash; and (iii) cost savings
and restructuring of ongoing businesses such as the streamlining of loan
origination operations in the manufactured housing and home equity lending
divisions. The actions with respect to the sale of certain non-strategic assets
include the sales of our investment in the wireless communication company,
TeleCorp PCS Inc. ("TeleCorp"), our interest in the riverboat casino in
Lawrenceberg, Indiana, and our subprime auto loan portfolio.
Several elements of the plans we previously announced have already been
completed:
(i) We completed the restructuring of the operations of Conseco
Finance;
(ii) We completed the restructuring of our bank debt;
(iii) We have made significant progress in achieving our asset
liquidation and monetization transaction goals. Through March 1,
2001, we have completed transactions which generated cash proceeds
in excess of $1.5 billion; and
(iv) On November 7, 2000, A.M. Best upgraded the financial strength
ratings of our principal life insurance subsidiaries to A-
(Excellent) from B++ (Very Good). The return of these ratings to A-
(Excellent) satisfies a covenant in the amended bank credit
facilities, well before the required date of March 31, 2001.
The Company believes that additional courses of action to be completed in
2001 will generate additional cash proceeds of $.7 billion during 2001 (in
addition to the $.5 billion already completed in 2001). The course of actions
described above had a significant effect on the Company's operating results
during 2000.
In recent years, Conseco has been active in efforts to increase the
familiarity and overall preference for our brand. We believe that in a
competitive marketplace like financial services, companies that can
differentiate themselves through a familiar brand can obtain full value for
their products; sell more efficiently and command greater customer loyalty;
recruit and retain talent more easily; better withstand and weather inevitable
business crises; and have better access to the financial markets and the capital
they need in order to grow. Our advertising campaign is designed to introduce
consumers to the Conseco brand, to our product line and to the benefits of doing
business with Conseco.
Conseco was organized in 1979 as an Indiana corporation and commenced
operations in 1982. Our executive offices are located at 11825 N. Pennsylvania
Street, Carmel, Indiana 46032, and our telephone number is (317) 817-6100.
Data in Item 1 are provided as of December 31, 2000, or for the year then
ended (as the context implies), unless otherwise described.
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MARKETING AND DISTRIBUTION
Insurance
Our insurance products are sold through three primary distribution
channels - career agents, professional independent producers and direct
marketing.
Conseco seeks to retain the loyalty of its agency force by providing
marketing and sales support; electronic and automated access to account and
commission information; and marketing and training tools. We also have
introduced new products like equity-indexed annuities (1996) and multibucket
flexible premium annuities (which provide for various earnings strategies under
one product) (1999). We are also seeking to reduce our agents' administrative
burden, increase their productive sales time and get them the information they
need faster and more reliably. The Conseco Online Information System ("COINS")
enables agents to track policy and commission information and order materials at
their convenience. Many of our marketing companies and agents use COINS.
Our insurance subsidiaries collectively hold licenses to market our
insurance products in all fifty states, the District of Columbia, and certain
protectorates of the United States. Sales to residents of the following states
accounted for at least 6 percent of our 2000 collected premiums: California (9.6
percent), Illinois (8.0 percent), Florida (8.0 percent), and Texas (6.8
percent).
We believe that people purchase most types of life insurance, accident
and health insurance and annuity products only after being contacted and
solicited by an insurance agent. Accordingly, the success of our distribution
system is largely dependent on our ability to attract and retain agents who are
experienced and highly motivated.
A description of the primary distribution channels follows:
Career Agents. This agency force of approximately 5,300 agents working
from 172 branch offices, permits one-on- one contacts with potential
policyholders and promotes strong personal relationships with existing
policyholders. The career agents sell primarily Medicare supplement and
long-term care insurance policies, senior life insurance and annuities. In 2000,
this distribution channel accounted for $1,528.1 million, or 24 percent, of our
total collected premiums. These agents sell only Conseco policies and typically
visit the prospective policyholder's home to conduct personalized "kitchen-
table" sales presentations. After the sale of an insurance policy, the agent
serves as a contact person for policyholder questions, claims assistance and
additional insurance needs.
Professional Independent Producers. This distribution channel consists of
a general agency and insurance brokerage distribution system comprised of
approximately 130,000 independent licensed agents doing business in all fifty
states. In 2000, this channel accounted for $4,648.3 million, or 73 percent, of
our total collected premiums.
Professional independent producers are a diverse network of independent
agents, insurance brokers and marketing organizations. Marketing companies
typically recruit agents for Conseco by advertising our products and commission
structure through direct mail advertising or through seminars for insurance
agents and brokers. These organizations bear most of the costs incurred in
marketing our products. We compensate the marketing organizations by paying them
a percentage of the commissions earned on new sales generated by the agents
recruited by such organizations. Certain of these marketing organizations are
specialty organizations that have a marketing expertise or a distribution system
relating to a particular product, such as flexible-premium annuities for
educators. During 1999 and 2000, Conseco purchased four organizations that
specialize in marketing and distributing supplemental health products. In 2000,
these four organizations accounted for $228.5 million, or 3.6 percent, of our
total collected premiums.
Direct Marketing. This distribution channel is engaged primarily in the
sale of "graded benefit life" insurance policies. In 2000, this channel
accounted for $188.0 million, or 3 percent, of our total collected premiums.
During 2000, we reacquired the name "Colonial Penn" (the former brand name these
products were sold under prior to our acquisition of this business), which will
be used to market these products in the future.
Finance
Our finance group, with nationwide operations and managed finance
receivables of $46.6 billion at December 31, 2000, is one of America's largest
consumer finance companies, with leading market positions in retail home equity
mortgages, home improvement loans, private label credit cards and manufactured
housing lending. Originations to
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customers in the following states accounted for at least 5.0 percent of our 2000
originations: Texas (9.0 percent), California (7.4 percent), Florida (5.2
percent), Illinois (5.1 percent) and Michigan (5.0 percent).
During 2000, 61 percent of our finance products were marketed indirectly
to customers through intermediary channels such as dealers, contractors,
retailers and correspondents. 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, Contractors, Retailers and Correspondents. Manufactured housing,
home improvement and home equity receivables are purchased from and originated
by selected dealers and contractors after being underwritten and analyzed via
one of the Company's automated credit scoring systems at one of our regional
service centers. During 2000, these marketing channels accounted for the
following percentages of total loan originations: 86 percent of manufactured
housing, 57 percent of home improvement, 24 percent of home equity, 97 percent
of consumer finance and 100 percent of equipment finance.
Regional Service Centers, Retail Satellite Offices and Telemarketing
Center. We market and originate manufactured housing loans through 33 regional
offices and 3 origination and processing centers. We originate home equity loans
through a system of 128 retail satellite offices and 6 regional 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, Inc.
("Retail Bank"), a South Dakota limited purpose credit card bank, both of which
are wholly owned subsidiaries of the Company. We also utilize direct mail to
originate home improvement loans and home equity loans. During 2000, these
marketing channels accounted for the following percentages of total loan
originations: 14 percent of manufactured housing, 43 percent of home
improvement, 76 percent of home equity, 3 percent of consumer finance and 100
percent of retail credit contracts.
Insurance Products
Supplemental Health
Supplemental health products include Medicare supplement, long-term care
and specified-disease insurance products distributed through our career agency
force and professional independent producers. During 2000, we collected Medicare
supplement premiums of $931.0 million, long-term care premiums of $836.0
million, specified-disease premiums of $371.1 million and other supplemental
health premiums of $125.8 million. Medicare supplement, long-term care,
specified disease and other supplemental health premiums represented 15 percent,
13 percent, 6 percent and 2 percent, respectively, of our total premiums
collected in 2000.
The following describes the major supplemental health products:
Medicare supplement. Medicare is a two-part federal health insurance
program for disabled persons and senior citizens (age 65 and older). Part A of
the program provides protection against the costs of hospitalization and related
hospital and skilled nursing home care, subject to an initial deductible,
related coinsurance amounts and specified maximum benefit levels. The deductible
and coinsurance amounts are subject to change each year by the federal
government. Part B of Medicare covers doctors bills and a number of other
medical costs not covered by Part A, subject to deductible and coinsurance
amounts for "approved" charges.
Medicare supplement policies provide coverage for many of the medical
expenses which the Medicare program does not cover, such as deductibles,
coinsurance costs (in which the insured and Medicare share the costs of medical
expenses) and specified losses which exceed the federal program's maximum
benefits. Our Medicare supplement plans automatically adjust coverage to reflect
changes in Medicare benefits. In marketing these products, we concentrate on
individuals who have recently become eligible for Medicare by reaching the age
of 65. We offer a higher first-year commission for sales to these policyholders
and competitive premium pricing. Approximately 35 percent of new sales of
Medicare supplement policies are to individuals who are reaching the age of 65.
Long-term care. Long-term care products provide coverage, within
prescribed limits, for nursing home, home healthcare, or a combination of both
nursing home and home healthcare expenses. The long-term care plans are sold
primarily to retirees and, to a lesser degree, to older self-employed
individuals and others in middle-income levels.
Current nursing home care policies cover incurred and daily fixed-dollar
benefits available with an elimination period (which, similar to a deductible,
requires the insured to pay for a certain number of days of nursing home care
before the insurance coverage begins), subject to a maximum benefit. Home
healthcare policies cover the usual and customary
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charges after a deductible and are subject to a daily or weekly maximum dollar
amount, and an overall benefit maximum. We monitor the loss experience on our
long-term care products and, when necessary, apply for rate increases in the
states in which we sell such products.
Specified-disease products. These policies generally provide fixed or
limited benefits. Cancer insurance and heart/stroke products are guaranteed
renewable individual accident and health insurance policies. Payments under
cancer insurance policies are generally made directly to, or at the direction
of, the policyholder following diagnosis of, or treatment for, a covered type of
cancer. Heart/stroke policies provide for payments directly to the policyholder
for treatment of a covered heart disease, heart attack or stroke. The benefits
provided under the specified-disease policies do not necessarily reflect the
actual cost incurred by the insured as a result of the illness; benefits are not
reduced by any other medical insurance payments made to or on behalf of the
insured.
Approximately 76 percent of our specified-disease policies in force
(based on a count of policies) are sold with return of premium or cash value
riders. The return of premium rider generally provides that after a policy has
been in force for a specified number of years or upon the policyholder reaching
a specified age, the Company will pay to the policyholder, or a beneficiary
under the policy, the aggregate amount of all premiums paid under the policy,
without interest, less the aggregate amount of all claims incurred under the
policy.
Annuities
Annuity products include equity-indexed annuity, variable annuity,
traditional fixed rate annuity and market value- adjusted annuity products sold
through both career agents and professional independent producers. During 2000,
we collected annuity premiums of $2,255.7 million, or 35 percent of our total
premiums collected.
The following describes the major annuity products:
Equity-indexed annuity products. These products accounted for $643.5
million, or 10 percent, of our total premiums collected in 2000. The
accumulation value of these annuities is credited with interest at an annual
minimum guaranteed average rate over the term of the contract of 3 percent (or,
including the effect of applicable sales loads, a 1.7 percent compound average
interest rate over the term of the contracts), but the annuities provide for
potentially higher returns based on a percentage (the "participation rate") of
the change in the Standard & Poor's Corporation ("S&P") 500 Index during each
year of their term. The Company has the discretionary ability to annually change
the participation rate which currently ranges from 55 percent to 70 percent and
may include a first-year "bonus", similar to the bonus interest described below
for traditional fixed rate annuity products, which generally ranges from 20
percent to 55 percent. The minimum guaranteed values are equal to: (i) 90
percent of premiums collected for annuities for which premiums are received in a
single payment (single premium deferred annuities "SPDAs"), or 75 percent of
first year and 87.5 percent of renewal premiums collected for annuities which
allow for more than one payment (flexible premium deferred annuities "FPDAs");
plus (ii) interest credited on such percentage of the premiums collected at an
annual rate of 3 percent. The annuity provides for penalty-free withdrawals of
up to 10 percent of premium in each year after the first year of the annuity's
term. Other withdrawals from SPDA products are generally subject to a surrender
charge of 9 percent over the eight year contract term at which time the contract
must be renewed or withdrawn. Other withdrawals from FPDA products are subject
to a surrender charge of 12 percent to 20 percent in the first year, declining
1.2 percent to 1.3 percent each year, to zero over a 10 to 15 year period,
depending on issue age. We purchase S&P 500 Index Call Options ("S&P 500 Call
Options") in an effort to hedge potential increases to policyholder benefits
resulting from increases in the S&P 500 Index to which the product's return is
linked.
Other fixed rate annuity products. These products include SPDAs, FPDAs
(excluding the equity-indexed products) and single-premium immediate annuities
("SPIAs"). These products accounted for $740.7 million, or 11 percent, of our
total collected premiums in 2000. Our SPDAs and FPDAs typically have an interest
rate (the "crediting rate") that is guaranteed by the Company for the first
policy year, after which, we have the discretionary ability to change the
crediting rate to any rate not below a guaranteed minimum rate. The guaranteed
rate on annuities written recently ranges from 3.0 percent to 4.5 percent, and
the rate on all policies in force ranges from 2.5 percent to 6.0 percent. The
initial crediting rate is largely a function of: (i) the interest rate we can
earn on invested assets acquired with the new annuity fund deposits; (ii) the
costs related to marketing and maintaining the annuity products; and (iii) the
rates offered on similar products by our competitors. For subsequent adjustments
to crediting rates, we take into account the yield on our investment portfolio,
annuity surrender assumptions, competitive industry pricing and the crediting
rate history for particular groups of annuity policies with similar
characteristics.
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Approximately 52 percent of our new annuity sales have been "bonus"
products. The initial crediting rate on these products specifies a bonus
crediting rate ranging from 1 percent to 5 percent of the annuity deposit for
the first policy year only. After the first year, the bonus interest portion of
the initial crediting rate is automatically discontinued, and the renewal
crediting rate is established. As of December 31, 2000, crediting rates on our
outstanding traditional annuities were at an average rate, excluding bonuses, of
4.4 percent.
The policyholder is typically permitted to withdraw all or part of the
premium paid plus the accumulated interest credited to his or her account (the
"accumulation value"), subject in virtually all cases to the assessment of a
surrender charge for withdrawals in excess of specified limits. Most of our
traditional annuities provide for penalty-free withdrawals of up to 10 percent
of the accumulation value each year, subject to limitations. Withdrawals in
excess of allowable penalty- free amounts are assessed a surrender charge during
a penalty period which generally ranges from five to 12 years after the date a
policy is issued. The initial surrender charge is generally 6 percent to 12
percent of the accumulation value and generally decreases by approximately 1 to
2 percentage points per year during the penalty period. Surrender charges are
set at levels to protect the Company from loss on early terminations and to
reduce the likelihood of policyholders terminating their policies during periods
of increasing interest rates. This practice lengthens the effective duration of
policy liabilities and enables the Company to maintain profitability on such
policies.
SPIAs accounted for $60.8 million, or 1.0 percent, of our total collected
premiums in 2000. SPIAs are designed to provide a series of periodic payments
for a fixed period of time or for life, according to the policyholder's choice
at the time of issue. Once the payments begin, the amount, frequency and length
of time for which they are payable are fixed. SPIAs often are purchased by
persons at or near retirement age who desire a steady stream of payments over a
future period of years. The single premium is often the payout from a terminated
annuity contract. The implicit interest rate on SPIAs is based on market
conditions when the policy is issued. The implicit interest rate on the
Company's outstanding SPIAs averaged 6.9 percent at December 31, 2000.
Recently, the Company introduced its multibucket annuity product which
provides for different rates of cash value growth based on the experience of a
particular market strategy. Earnings are credited to this product based on the
market activity of a given strategy, less management fees, and funds may be
moved between cash value strategies. Portfolios available include high-yield
bond, investment-grade bond, convertible bond and guaranteed-rate portfolios.
During 2000, this product accounted for $139.8 million, or 2.2 percent, of our
total collected premiums.
Variable annuity products. Variable annuities accounted for $871.5
million, or 14 percent, of our total premiums collected in 2000. Variable
annuities, sold on a single-premium or flexible-premium basis, differ from fixed
annuities in that the principal value may fluctuate, depending on the
performance of assets allocated pursuant to various investment options chosen by
the contract owner. Variable annuities offer contract owners a fixed or variable
rate of return based upon the specific investment portfolios into which premiums
may be directed.
Life
Life products include traditional, universal life and other life
insurance products. These products are currently sold through career agents,
professional independent producers and direct response marketing. During 2000,
we collected $934.2 million, or 15 percent, of our total collected premiums from
life products.
Interest-sensitive life products. These products include universal life
products that provide whole life insurance with adjustable rates of return
related to current interest rates. They accounted for $483.5 million, or 7.6
percent, of our total collected premiums in 2000 and are marketed through
professional independent producers and, to a lesser extent, career agents. The
principal differences between universal life products and other
interest-sensitive life insurance products are policy provisions affecting the
amount and timing of premium payments. Universal life policyholders may vary the
frequency and size of their premium payments, and policy benefits may also
fluctuate according to such payments. Premium payments under other
interest-sensitive policies may not be varied by the policyholders, and as a
result, are designed to reduce the administrative costs typically associated
with monitoring universal life premium payments and policy benefits.
Traditional life. These products accounted for $450.7 million, or 7.1
percent, of our total collected premiums in 2000. Traditional life policies,
including whole life, graded benefit life and term life products, are marketed
through professional independent producers, career agents and direct response
marketing. Under whole life policies, the policyholder generally pays a level
premium over an agreed period or the policyholder's lifetime. The annual premium
in a whole life policy is generally higher than the premium for comparable term
insurance coverage in the early years of the policy's life, but is generally
lower than the premium for comparable term insurance coverage in the later years
of the
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policy's life. These policies, which continue to be marketed by the Company on a
limited basis, combine insurance protection with a savings component that
increases in amount gradually over the life of the policy. The policyholder may
borrow against the savings generally at a rate of interest lower than that
available from other lending sources. The policyholder may also choose to
surrender the policy and receive the accumulated cash value rather than
continuing the insurance protection. Term life products offer pure insurance
protection for a specified period of time - typically 5, 10 or 20 years.
Traditional life products also include graded benefit life insurance
products. Graded benefit life products accounted for $66.2 million, or 1.0
percent, of our total collected premiums in 2000. Graded benefit life insurance
products are offered on an individual basis primarily to persons age 50 to 80,
principally in face amounts of $350 to $10,000, without medical examination or
evidence of insurability. Premiums are paid as frequently as monthly. Benefits
paid are less than the face amount of the policy during the first two years,
except in cases of accidental death. Graded benefit life policies are marketed
using direct response marketing techniques. New policyholder leads are generated
primarily from television and print advertisements.
Individual and Group Major Medical
Sales of our individual and group major medical health insurance products
are targeted to self-employed individuals, small business owners, large
employers and early retirees. Various deductible and coinsurance options are
available, and most policies require certain utilization review procedures. The
profitability of this business depends largely on the overall persistency of the
business in force, claim experience and expense management. We have previously
announced our intent to sell these lines of business. During 2000, we collected
$910.6 million, or 14 percent, of our total collected premiums from these
products.
Finance Products
Manufactured Housing. Our finance subsidiaries provide financing for
consumer purchases of manufactured housing. During 2000, we originated $4.4
billion of contracts for manufactured housing purchases, or 26 percent of our
total originations. At December 31, 2000, our managed receivables included $26.3
billion of contracts for manufactured housing purchases, or 56 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'
Administration contracts represent less than 1 percent of our manufactured
housing originations and 1 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, 2000,
86 percent of our manufactured housing loan 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. Products within this category include home equity and
home improvement loans. During 2000, we originated $4.4 billion of contracts for
these products, or 26 percent of our total originations. At December 31, 2000,
our managed receivables included $13.3 billion of contracts for home equity and
home improvement loans, or 29 percent of total managed receivables.
We originate home equity loans through 128 retail satellite offices and 6
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 on a test basis by a third party to
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ensure compliance with our credit policy. 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, quality control and collection functions.
During 2000, approximately 76 percent of our home equity finance loans
were originated directly with the borrower. The remaining finance volume was
originated through approximately 220 correspondent lenders. The Company ceased
using the correspondent channel in September 2000. However, from time to time,
the Company may make whole-loan portfolio purchases.
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 2000, approximately 76 percent of the loans originated were
secured by first liens. The average loan to value for loans originated in 2000
was approximately 91 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 19 percent of our
home equity finance volume during 2000.
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 2 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 our
underwriting guidelines, we typically purchase 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 43 percent of the home improvement finance
originations during 2000.
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.
Private Label Credit Card. During 2000, we originated $2.6 billion of
private label credit card receivables through our bank subsidiaries, or 15
percent of our total originations. At December 31, 2000, our managed receivables
included $1.8 billion of contracts for credit card loans, or 4 percent of total
managed receivables.
Private label credit card programs are offered to select retailers. We
review the credit of individual customers seeking credit cards utilizing an
automated credit scoring system administered in one of our processing centers.
ACQUISITIONS
Since 1982, Conseco has acquired 19 insurance groups and related
businesses and two finance companies. We continue to regularly investigate
acquisition opportunities in the industries in which we operate. These
acquisitions have been responsible for the Company's growth in recent years. The
Company's current plans are to grow and improve the profitability of its
businesses, rather than growing through acquisitions.
INVESTMENTS
Conseco Capital Management, Inc. ("CCM"), a registered investment adviser
wholly owned by Conseco, manages the investment portfolios of Conseco's
subsidiaries. CCM had approximately $31.2 billion of assets (at fair value)
under management at December 31, 2000, of which $23.7 billion were assets of
Conseco's subsidiaries and $7.5 billion were
8
assets owned by other parties. Our investment philosophy is to maintain a
largely investment-grade fixed-income portfolio, provide adequate liquidity for
expected liability durations and other requirements and maximize total return
through active investment management.
Investment activities are an integral part of our business; investment
income is a significant component of our total revenues. Profitability of many
of our insurance products is significantly affected by spreads between interest
yields on investments and rates credited on insurance liabilities. Although
substantially all credited rates on SPDAs and FPDAs may be changed annually,
changes in crediting rates may not be sufficient to maintain targeted investment
spreads in all economic and market environments. In addition, competition and
other factors, including the impact of the level of surrenders and withdrawals,
may limit our ability to adjust or to maintain crediting rates at levels
necessary to avoid narrowing of spreads under certain market conditions. As of
December 31, 2000 the average yield, computed on the cost basis of our
investment portfolio, was 7.2 percent, and the average interest rate credited or
accruing to our total insurance liabilities (excluding interest rate bonuses for
the first policy year only and excluding the effect of credited rates
attributable to variable or equity-indexed products) was 4.9 percent.
We manage the equity-based risk component of our equity-indexed annuity
products by: (i) purchasing S&P 500 Call Options in an effort to hedge such
risk; and (ii) adjusting the participation rate to reflect the change in the
cost of such options (such cost varies based on market conditions). Accordingly,
we are able to focus on managing the interest rate spread component of these
products.
We seek to balance the duration of our invested assets with the expected
duration of benefit payments arising from our insurance liabilities. At December
31, 2000, the adjusted modified duration of fixed maturities and short-term
investments was approximately 6.4 years and the duration of our insurance
liabilities was approximately 6.5 years.
For information regarding the composition and diversification of the
investment portfolio of our subsidiaries, see "Management's Discussion and
Analysis of Consolidated Financial Condition and Results of Operations -
Investments" and the notes to our consolidated financial statements.
COMPETITION
Our businesses operate in a highly competitive environment. The financial
services industry consists of a large number of companies, some of which are
larger and have greater financial resources, broader and more diversified
product lines and larger staffs than those of Conseco. An expanding number of
banks, securities brokerage firms and other financial intermediaries also market
insurance products or offer competing products, such as mutual fund products,
traditional bank investments and other investment and retirement funding
alternatives. We also compete with many of these companies and others in
providing services for fees. In most areas, competition is based on a number of
factors, including pricing, service provided to distributors and policyholders
and ratings. Conseco's subsidiaries must also compete with their competitors to
attract and retain the allegiance of dealers, vendors, contractors,
manufacturers, retailers and agents.
In the finance industry, operations are affected by consumer demand which
is influenced by regional trends, economic conditions and personal preferences.
Competition in the finance industry is primarily among banks, finance companies
(or finance divisions of manufacturers), savings and loan associations and
credit unions. Competition is based on a number of factors, including service,
the credit review process, the integration of financing programs and the ability
to manage the servicing portfolio in changing economic environments.
In the individual health insurance business, insurance companies compete
primarily on the basis of marketing, service and price. The provisions of the
Omnibus Budget Reconciliation Act of 1984 and the work of the National
Association of Insurance Commissioners ("NAIC") (an association of state
regulators and their staffs) have resulted in standardized policy features for
Medicare supplement products. This increases the comparability of such policies
and may intensify competition based on factors other than product features. See
"Underwriting" and "Governmental Regulation." In addition to the products of
other insurance companies, our health insurance products compete with health
maintenance organizations, preferred provider organizations and other health
care-related institutions which provide medical benefits based on contractual
agreements.
Marketing companies, agents who market insurance products, school
districts, financial institutions and policyholders use the financial strength
ratings assigned to an insurer by independent rating agencies as one factor in
determining which insurer's products to market or purchase. As of December 31,
2000, all of our primary life insurance companies had an "A- (Excellent)" rating
by A.M. Best Company ("A.M. Best"). A.M. Best ratings for the industry currently
range from "A++ (Superior)" to "F (In Liquidation)." Publications of A.M. Best
indicate that the "A" and "A-" ratings are assigned to those
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companies that, in A.M. Best's opinion, have, on balance, excellent financial
strength, operating performance and market profile when compared to the
standards established by A.M. Best and have demonstrated a strong ability to
meet their ongoing obligations to policyholders. A.M. Best ratings consider the
financial strength of the rated company and are not a rating of the investment
worthiness of the rated company.
We believe that we are able to compete effectively because: (i) we
emphasize a number of specialized distribution channels, where the ability to
respond rapidly to changing customer needs yields a competitive edge; (ii) we
are experienced in establishing and cultivating relationships with the unique
distribution networks and the independent marketing companies operating in these
specialized markets; (iii) we can offer competitive rates as a result of our
operating efficiencies and higher-than-average investment yields achieved by
applying active investment portfolio management techniques; and (iv) we have
reliable policyholder administrative services, supported by customized
information technology systems.
INSURANCE UNDERWRITING
Under regulations promulgated by the NAIC and adopted as a result of the
Omnibus Budget Reconciliation Act of 1990, we are prohibited from underwriting
our Medicare supplement policies for certain first-time purchasers. If a person
applies for insurance within six months after becoming eligible by reason of
age, or disability in certain limited circumstances, the application may not be
rejected due to medical conditions. Some states prohibit underwriting of all
Medicare supplement policies. For other prospective Medicare supplement
policyholders, such as senior citizens who are transferring to Conseco's
products, the underwriting procedures are relatively limited, except for
policies providing prescription drug coverage.
Before issuing long-term care or comprehensive major medical products to
individuals and groups, we generally apply detailed underwriting procedures
designed to assess and quantify the insurance risks. We require medical
examinations of applicants (including blood and urine tests, where permitted)
for certain health insurance products and for life insurance products which
exceed prescribed policy amounts. These requirements are graduated according to
the applicant's age and may vary by type of policy or product. We also rely on
medical records and the potential policyholder's written application. In recent
years, there have been significant regulatory changes with respect to
underwriting individual and group major medical plans. An increasing number of
states prohibit underwriting and/or charging higher premiums for substandard
risks. We monitor changes in state regulation that affect our products, and
consider these regulatory developments in determining where we market our
products.
Most of our life insurance policies are underwritten individually,
although standardized underwriting procedures have been adopted for certain low
face-amount life insurance coverages. After initial processing, insurance
underwriters review each file and obtain the information needed to make an
underwriting decision (such as medical examinations, doctors' statements and
special medical tests). After collecting and reviewing the information, the
underwriter either: (i) approves the policy as applied for, or with an extra
premium charge because of unfavorable factors; or (ii) rejects the application.
We underwrite group insurance policies based on the characteristics of the group
and its past claim experience. Graded benefit life insurance policies are issued
without medical examination or evidence of insurability. There is minimal
underwriting on annuities.
REINSURANCE
Consistent with the general practice of the life insurance industry, our
subsidiaries enter into both facultative and treaty agreements of indemnity
reinsurance with other insurance companies in order to reinsure portions of the
coverage provided by our insurance products. Indemnity reinsurance agreements
are intended to limit a life insurer's maximum loss on a large or unusually
hazardous risk or to diversify its risk. Indemnity reinsurance does not
discharge the original insurer's primary liability to the insured. The Company's
reinsured business is ceded to numerous reinsurers. We believe the assuming
companies are able to honor all contractual commitments, based on our periodic
review of their financial statements, insurance industry reports and reports
filed with state insurance departments.
As of December 31, 2000, the policy risk retention limit was generally
$.8 million or less on the policies of our subsidiaries. Reinsurance ceded by
Conseco represented 21 percent of gross combined life insurance in force and
reinsurance assumed represented 5.0 percent of net combined life insurance in
force. At December 31, 2000, the total ceded business in force of $27.5 billion
was primarily ceded to insurance companies rated "A- (Excellent)" or better by
A.M. Best. Our principal reinsurers at December 31, 2000 were General & Cologne
Life Insurance Company, Connecticut General Life Insurance Company, Employers
Reassurance Corporation, Life Reassurance Corporation of America, Lincoln
National Life Insurance Company, Reliance Standard Life Insurance Company, RGA
Reinsurance Company, Security Life
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of Denver and Swiss Re Life and Health America. No other single reinsurer
assumes greater than 3 percent of the total ceded business in force.
EMPLOYEES
At December 31, 2000, Conseco, Inc. and its subsidiaries had
approximately 14,300 employees, including: (i) 7,000 employees supporting our
insurance operations; and (ii) 7,300 employees supporting our finance
operations. None of our employees is covered by a collective bargaining
agreement. We believe that we have excellent relations with our employees.
GOVERNMENTAL REGULATION
On November 12, 1999, President Clinton signed into law the
Gramm-Leach-Bliley Act (the "Financial Modernization Act"), which significantly
modifies the regulation of financial services companies. The Financial
Modernization Act allows full affiliations among banks, insurance companies,
securities firms and other financial services companies, that could result in
increased consolidation of, and competition among, these firms. In addition, the
Financial Modernization Act contains privacy provisions relating to the
protection, transfer and use of the nonpublic personal information of consumers.
Consumer privacy laws containing expanded provisions also have been adopted, or
are under consideration, in a number of states.
Insurance
Our insurance subsidiaries are subject to regulation and supervision by
the insurance regulatory agencies of the states in which they transact business.
State laws generally establish supervisory agencies with broad regulatory
authority, including the power to: (i) grant and revoke business licenses; (ii)
regulate and supervise trade practices and market conduct; (iii) establish
guaranty associations; (iv) license agents; (v) approve policy forms; (vi)
approve premium rates for some lines of business; (vii) establish reserve
requirements; (viii) prescribe the form and content of required financial
statements and reports; (ix) determine the reasonableness and adequacy of
statutory capital and surplus; (x) perform financial, market conduct and other
examinations; (xi) define acceptable accounting principles; (xii) regulate the
type and amount of permitted investments; and (xiii) limit the amount of
dividends and surplus debenture payments that can be paid without obtaining
regulatory approval. Our insurance subsidiaries are subject to periodic
examinations by state regulatory authorities. We do not expect the results of
any ongoing examinations to have a material effect on the Company's financial
condition.
Most states have also enacted regulations on the activities of insurance
holding company systems, including acquisitions, extraordinary dividends, the
terms of surplus debentures, the terms of affiliate transactions and other
related matters. Currently, the Company and its insurance subsidiaries have
registered as holding company systems pursuant to such legislation in the
domiciliary states of the insurance subsidiaries (Arizona, Illinois, Indiana,
New York, Pennsylvania and Texas), and they routinely report to other
jurisdictions.
Most states have either enacted legislation or adopted administrative
regulations which affect the acquisition of control of insurance companies as
well as transactions between insurance companies and persons controlling them.
The nature and extent of such legislation and regulations vary from state to
state. Most states, however, require administrative approval of: (i) the
acquisition of 10 percent or more of the outstanding shares of an insurance
company domiciled in the state; or (ii) the acquisition of 10 percent or more of
the outstanding stock of an insurance holding company whose insurance subsidiary
is domiciled in the state. The acquisition of 10 percent of such shares is
generally deemed to be the acquisition of control for the purpose of the holding
company statutes. These regulations require the acquirer to file detailed
information concerning the acquiring parties and the plan of acquisition, and to
obtain administrative approval prior to the acquisition. In many states,
however, an insurance authority may determine that control does not exist, even
in circumstances in which a person owns or controls 10 percent or a greater
amount of securities.
The NAIC revised the Accounting Practices and Procedures Manual in a
process referred to as Codification. The revised manual is effective January 1,
2001. The domiciliary states of our insurance subsidiaries have adopted the
provisions of the revised manual or, with respect to some states, adopted the
manual with certain modifications. The revised manual has changed, to some
extent, prescribed statutory accounting practices and will result in changes to
the accounting practices that our insurance subsidiaries use to prepare their
statutory-basis financial statements. However, we believe the impact of these
changes to our insurance subsidiaries' statutory-based capital and surplus as of
January 1, 2001, will not be significant.
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The federal government does not directly regulate the insurance business.
However, federal legislation and administrative policies in several areas,
including pension regulation, age and sex discrimination, financial services
regulation, securities regulation, privacy laws and federal taxation, do affect
the insurance business. Legislation has been introduced from time to time in
Congress that could result in the federal government assuming some role in
regulating the companies or allowing combinations between insurance companies,
banks and other entities.
On the basis of statutory statements filed with state regulators
annually, the NAIC calculates certain financial ratios to assist state
regulators in monitoring the financial condition of insurance companies. A
"usual range" of results for each ratio is used as a benchmark. In the past,
variances in certain ratios of our insurance subsidiaries have resulted in
inquiries from insurance departments to which we have responded. Such inquiries
did not lead to any restrictions affecting our operations.
In recent years, the NAIC has developed several model laws and
regulations including: (i) investment reserve requirements; (ii) risk-based
capital ("RBC") standards; (iii) codification of insurance accounting
principles; (iv) additional investment restrictions; (v) restrictions on an
insurance company's ability to pay dividends; and (vi) product illustrations.
The NAIC is currently developing new model laws or regulations, including
product design standards and reserve requirements.
The RBC standards establish capital requirements for insurance companies
based on the ratio of the company's total adjusted capital (defined as the total
of its statutory capital, surplus, asset valuation reserve and certain other
adjustments) to its RBC (such ratio is referred to herein as the "RBC ratio").
The standards are designed to help identify companies which are under
capitalized and require specific regulatory actions in the event an insurer's
RBC ratio falls below specified levels. Each of our life insurance subsidiaries
has more than enough statutory capital to meet the standards as of December 31,
2000. The aggregate RBC ratio for our insurance subsidiaries was greater than
240 percent at December 31, 2000.
The NAIC has adopted model long-term care policy language providing
nonforfeiture benefits and has proposed a rate stabilization standard for
long-term care policies. Various bills are proposed from time to time in the
U.S. Congress which would provide for the implementation of certain minimum
consumer protection standards for inclusion in all long- term care policies,
including guaranteed renewability, protection against inflation and limitations
on waiting periods for pre- existing conditions. Federal legislation permits
premiums paid for qualified long-term care insurance to be treated as tax-
deductible medical expenses and for benefits received on such policies to be
excluded from taxable income.
In addition, our insurance subsidiaries are required under guaranty fund
laws of most states in which we transact business, to pay assessments up to
prescribed limits to fund policyholder losses or liabilities of insolvent
insurance companies. Assessments can be partially recovered through a reduction
in future premium taxes in some states.
Most states mandate minimum benefit standards and loss ratios for
accident and health insurance policies. We are generally required to maintain,
with respect to our individual long-term care policies, minimum anticipated loss
ratios over the entire period of coverage of not less than 60 percent. With
respect to our Medicare supplement policies, we are generally required to attain
and maintain an actual loss ratio, after three years, of not less than 65
percent. We provide, to the insurance departments of all states in which we
conduct business, annual calculations that demonstrate compliance with required
minimum loss ratios for both long-term care and Medicare supplement insurance.
These calculations are prepared utilizing statutory lapse and interest rate
assumptions. In the event that we fail to maintain minimum mandated loss ratios,
our insurance subsidiaries could be required to provide retrospective refunds
and/or prospective rate reductions. We believe that our insurance subsidiaries
currently comply with all applicable mandated minimum loss ratios.
NAIC model regulations, adopted in substantially all states, created 10
standard Medicare supplement plans (Plans A through J). Plan A provides the
least extensive coverage, while Plan J provides the most extensive coverage.
Under NAIC regulations, Medicare insurers must offer Plan A, but may offer any
of the other plans at their option. Our insurance subsidiaries currently offer
nine of the model plans. We have declined to offer Plan J, due in part to its
high benefit levels and, consequently, high costs to the consumer.
Numerous proposals to reform the current health care system (including
Medicare) have been introduced in Congress and in various state legislatures.
Proposals have included, among other things, modifications to the existing
employer-based insurance system, a quasi-regulated system of "managed
competition" among health plans, and a single-payer, public program. Changes in
health care policy could significantly affect our business. For example, Federal
comprehensive major medical or long-term care programs, if proposed and
implemented, could partially or fully replace some of Conseco's current
products.
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A number of states have passed or are considering legislation that would
limit the differentials in rates that insurers could charge for health care
coverages between new business and renewal business for similar demographic
groups. State legislation has also been adopted or is being considered that
would make health insurance available to all small groups by requiring coverage
of all employees and their dependents, by limiting the applicability of
pre-existing conditions exclusions, by requiring insurers to offer a basic plan
exempt from certain benefits as well as a standard plan, or by establishing a
mechanism to spread the risk of high risk employees to all small group insurers.
Congress and various state legislators have from time to time proposed changes
to the health care system that could affect the relationship between health
insurers and their customers, including external review.
We cannot predict with certainty the effect that any proposals, if
adopted, or legislative developments could have on our insurance businesses and
operations.
Finance
The Company's finance operations are subject to regulation by certain
federal and state regulatory authorities. A substantial portion of the Company's
consumer loans and assigned sales contracts are originated or purchased by
finance subsidiaries licensed under applicable state law. The licensed entities
are subject to examination by and reporting requirements of the state
administrative agencies issuing such licenses. The finance subsidiaries are
subject to state laws and regulations which in certain states: limit the amount,
duration and charges for such loans and contracts; require disclosure of certain
loan terms and regulate the content of documentation; place limitations on
collection practices; and govern creditor remedies. The licenses granted are
renewable and may be subject to revocation by the respective issuing authority
for violation of such state's laws and regulations. Some states have adopted or
are considering the adoption of consumer protection laws or regulations that
impose requirements or restrictions on lenders who make certain types of loans
secured by real estate.
In addition to the finance companies licensed under state law, both
Conseco Bank and Retail Bank, both of which are wholly owned subsidiaries of
Conseco, are under the supervision of, and subject to examination by, the
Federal Deposit Insurance Corporation. Conseco Bank is also supervised and
examined by the Utah Department of Financial Institutions. Retail Bank is
supervised and examined by the South Dakota Department of Banking. The ownership
of these entities does not subject the Company to regulation by the Federal
Reserve Board as a bank holding company. Conseco Bank has the authority to
engage generally in the banking business and may accept all types of deposits,
other than demand deposits. Retail Bank is limited by its charter to engage in
the credit card business and may issue only certificates of deposit in
denominations of $100,000 or greater. Conseco Bank and Retail Bank are subject
to regulations relating to capital adequacy, leverage, loans, loss reserves,
deposits, consumer protection, community reinvestment, payment of dividends and
transactions with affiliates.
A number of states have usury and other consumer protection laws which
may place limitations on the amount of interest charged on loans originated in
such state. Generally, state law has been preempted by federal law under the
Depositary Institutions Deregulation and Monetary Control Act of 1980 ("DIDA")
which deregulates the rate of interest, discount points and finance charges with
respect to first lien residential loans, including manufactured home loans and
real estate secured mortgage loans. As permitted under DIDA, a number of states
enacted legislation timely opting out of coverage of either or both of the
interest rate and/or finance charge provisions of the Act. States may no longer
opt out of the interest rate provisions of the Act, but could in the future opt
out of the finance charge provisions. To be eligible for federal preemption for
manufactured home loans, the Company's licensed finance companies must comply
with certain restrictions providing protection to consumers. In addition,
another provision of DIDA applicable to state-chartered insured depository
institutions permits both Conseco Bank and Retail Bank to export interest rates,
finance charges and certain fees from the states where they are located to all
other states, with the exception of Iowa which opted out of the Act during the
permitted time period. Interest rates, finance charges and fees in Utah and
South Dakota are, for the most part, deregulated.
The Company's operations are subject to Federal regulation under other
applicable federal laws and regulations, the more significant of which include:
the Truth in Lending Act ("TILA"); the Equal Credit Opportunity Act ("ECOA");
the Fair Credit Reporting Act ("FCRA"); the Real Estate Settlement and
Procedures Act ("RESPA"); the Home Mortgage Disclosure Act ("HMDA"); the Home
Owner Equity Protection Act ("HOEPA"); DIDA; and certain rules and regulations
of the Federal Trade Commission ("FTC Rules").
TILA and Regulation Z promulgated thereunder contain certain disclosure
requirements designed to provide consumers with uniform, understandable
information with respect to the terms and conditions of extensions of credit and
the ability to compare credit terms. TILA also provides consumers with a three
day right to cancel certain credit transactions, including certain of the loans
originated by the Company.
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ECOA requires certain disclosures to applicants for credit concerning
information that is used as a basis for denial of credit and prohibits
discrimination against applicants with respect to any aspect of a credit
transaction on the basis of sex, race, color, religion, national origin, age,
marital status, derivation of income from a public assistance program or the
good faith exercise of a right under TILA. ECOA also requires that adverse
action notices be given to applicants who are denied credit.
FCRA regulates the process of obtaining, using and reporting of credit
information on consumers. This Act also regulates the use of credit information
among affiliates.
RESPA regulates the disclosure of information to consumers on loans
involving a mortgage on real estate. The Act and related regulations also govern
payment for and disclosure of payments for settlement services in connection
with mortgage loans and prohibits the payment of referral fees for the referral
of a loan or related services.
HMDA requires reporting of certain information to the Department of
Housing and Urban Development, including the race and sex of applicants in
connection with mortgage loan applications. A lender is required to obtain and
report such information if the application is made in person, but is not
required to obtain such information if the application is taken over the
telephone.
HOEPA provides for additional disclosure and regulation of certain
consumer mortgage loans which are defined by the Act as "Covered Loans." A
Covered Loan is a mortgage loan (other than a mortgage loan to finance the
initial purchase of a dwelling) which (1) has total origination fees in excess
of the greater of eight percent of the loan amount, or $451, or (2) has an
annual percentage rate of more than ten percent higher than comparably maturing
United States treasury obligations. A number of the Company's home equity and
home improvement loans are Covered Loans under the Act.
The FTC Rules provide, among other things, that in connection with the
purchase of consumer sales finance contracts from dealers, the holder of the
contract is subject to all claims and defenses which the consumer could assert
against the dealer, but the consumer's recovery under such provisions cannot
exceed the amount paid under the sales contract.
In the judgment of the Company, existing federal and state law and
regulations have not had a material adverse effect on the finance operations of
the Company. There can, however, be no assurance that future law and regulatory
changes will not occur and will not place additional burdens on the Company's
finance operations.
The Company's commercial lending operations are not subject to material
regulation in most states, although certain states do require licensing. In
addition, certain provisions of ECOA apply to commercial loans to small
businesses.
FEDERAL INCOME TAXATION
The annuity and life insurance products marketed and issued by our
insurance subsidiaries generally provide the policyholder with an income tax
advantage, as compared to other savings investments such as certificates of
deposit and bonds, in that income taxation on the increase in value of the
product is deferred until it is received by the policyholder. With other savings
investments, the increase in value is taxed as earned. Annuity benefits and life
insurance benefits, which accrue prior to the death of the policyholder, are
generally not taxable until paid. Life insurance death benefits are generally
exempt from income tax. Also, benefits received on immediate annuities (other
than structured settlements) are recognized as taxable income ratably, as
opposed to the methods used for some other investments which tend to accelerate
taxable income into earlier years. The tax advantage for annuities and life
insurance is provided in the Internal Revenue Code (the "Code"), and is
generally followed in all states and other United States taxing jurisdictions.
In addition, the interest paid on home equity and home improvement loans by
customers of Conseco Finance are generally tax deductible for individuals who
itemize their tax deductions.
From time to time, various tax law changes have been proposed that could
have an adverse effect on our business, including elimination of all or a
portion of the income tax advantage of certain insurance products and changes in
how life insurance companies are taxed; such changes could affect the
marketability of our products and increase the Company's current tax liability.
In addition, from time to time, various tax law changes have been proposed that
could increase the attractiveness of our products to certain consumers.
Our insurance company subsidiaries are taxed under the life insurance
company provisions of the Code. Provisions in the Code require a portion of the
expenses incurred in selling insurance products to be deducted over a period of
years, as opposed to immediate deduction in the year incurred. This provision
increases the tax for statutory accounting purposes,
14
which reduces statutory earnings and surplus and, accordingly, decreases the
amount of cash dividends that may be paid by the life insurance subsidiaries.
In certain securitization transactions, Conseco Finance utilizes a
special tax structure referred to as a Real Estate Mortgage Investment Conduit
("REMIC"). When this tax structure is used, the Company is required to account
for the transfer of the finance receivables into the securitization trust as a
sale (although for GAAP reporting purposes such transfers are accounted for as
collateralized borrowings). Additionally, since the Company retains the residual
interests of the REMIC, the REMIC tax rules require the Company to pay a minimum
amount of tax each year based on the taxable income of the retained residual
interest.
The Company has tax loss carryforwards ("NOLs") at December 31, 2000, of
approximately $1.1 billion. Such NOLs expire as follows: $41.4 million in the
next five years; $74.3 million in 2006 through 2011; $129.7 million in 2012;
$280.9 million in 2018; $165.3 million in 2019; and $431.9 million in 2020.
These NOLs are not eligible to offset the majority of the income of the
Company's life insurance subsidiaries, and certain of these NOLs may only offset
income from specific subsidiaries. Additionally, certain of these NOLs are
limited to an aggregate deductible amount in any one year. We, however, believe
that the Company will be able to fully utilize substantially all NOLs before
they expire.
ITEM 2. PROPERTIES.
Headquarters. Our headquarters is located on a 180-acre corporate campus
in Carmel, Indiana, immediately north of Indianapolis. The 12 buildings on the
campus (all but one of which are owned) contain approximately 956,000 square
feet of space and house Conseco's executive offices and certain administrative
operations of its subsidiaries.
Insurance operations. Our career agent operations are primarily
administered from a single facility of 300,000 square feet in downtown Chicago,
Illinois, leased under an agreement having a remaining life of eight years. We
also lease approximately 130,000 square feet of warehouse space in a second
Chicago facility; this lease has a remaining life of three years. Conseco owns
an office building in Kokomo, Indiana (93,000 square feet), and two office
buildings in Rockford, Illinois (total of 169,000 square feet), which serve as
administrative centers for portions of our insurance operations. Conseco owns
one office building in Philadelphia, Pennsylvania (127,000 square feet), which
serves as the administrative center for our direct response life insurance
operations; approximately 60 percent of this space is occupied by the Company,
with the remainder leased to tenants. Conseco also leases 244 sales offices in
various states totaling approximately 508,100 square feet; these leases are
short-term in length, with remaining lease terms ranging from one to five years.
Finance operations. Conseco Finance Corp. headquarters are based in St.
Paul, Minnesota occupying approximately 120,000 square feet in a building owned
by the Company. In addition, the Mortgage Services division, including part of
its private label credit card, is housed in 185,000 square feet in a leased
facility in downtown St. Paul. The Company also owns a 131,000 square foot
building in Rapid City, South Dakota, where it houses part of their Manufactured
Housing Services units and leases an additional 75,000 square feet to
accommodate part of the servicing units of the private label credit cards and
retail bank operations. The Company also leases buildings in Tempe, Arizona and
Duluth, Georgia. Tempe has approximately 200,000 square feet where the
Manufactured Housing, Mortgage Services and Retail Credit Card divisions operate
their collections and service centers. Duluth, Georgia, has two buildings of
approximately 48,000 square feet each where the Manufactured Housing division
operates its eastern service center. The Manufactured Housing Division has 33
regional offices that are leased from three to five years. The Mortgage Services
Division leases 127 branch offices around the country, also on short term (3 - 5
year) leases. The Company leases offices in Alpharetta, Georgia and Clayton,
Missouri, for its Commercial Lending Division and a small office in Salt Lake
City for its Conseco Bank operations.
ITEM 3. LEGAL PROCEEDINGS.
Conseco Finance was served with various related lawsuits filed in the
United States District Court for the District of Minnesota. These lawsuits were
generally filed as purported class actions on behalf of persons or entities who
purchased common stock or options to purchase common stock of Conseco Finance
during alleged class periods that generally run from February 1995 to January
1998. One action (Florida State Board of Admin. v. Green Tree Financial Corp.,
Case No. 98-1162) did not include class action claims. In addition to Conseco
Finance, certain current and former officers and directors of Conseco Finance
are named as defendants in one or more of the lawsuits. Conseco Finance and
other defendants obtained an order consolidating the lawsuits seeking class
action status into two actions, one of which pertains to a purported class of
common stockholders (In re Green Tree Financial Corp. Stock Litig., Case No.
97-2666) and the other which pertains to a purported class action of stock
option traders (In re Green Tree Financial Corp. Options Litig., Case No.
97-2679). 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 Conseco Finance and the other defendants violated federal securities laws
by,
15
among other things, making false and misleading statements about the current
state and future prospects of Conseco Finance (particularly with respect to
prepayment assumptions and performance of certain loan portfolios of Conseco
Finance) which allegedly rendered Conseco Finance's financial statements false
and misleading. On August 24, 1999, the United States District Court for the
District of Minnesota issued an order to dismiss with prejudice all claims
alleged in the lawsuits. The plaintiffs subsequently appealed the decision to
the U.S. Court of Appeals for the 8th Circuit, and the appeal is currently
pending. The Company believes that the lawsuits are without merit and intends to
continue to defend them vigorously. The ultimate outcome of these lawsuits
cannot be predicted with certainty.
A total of forty-five suits were filed against the Company in the United
States District Court for the Southern District of Indiana. Nineteen of these
cases were putative class actions on behalf of persons or entities that
purchased the Company's common stock during alleged class periods that generally
run from April 1999 through April 2000. Two cases were putative class actions on
behalf of persons or entities that purchased the Company's bonds during the same
alleged class periods. Three cases were putative class actions on behalf of
persons or entities that purchased or sold option contracts, not issued by the
Company, on the Company's common stock during the same alleged class periods.
One case was a putative class action on behalf of persons or entities that
purchased the Company's "FELINE PRIDE" convertible preferred stock instruments
during the same alleged class periods. With four exceptions, in each of these
twenty-five cases two former officers/directors of the Company are named as
defendants. In each case, the plaintiffs assert claims under Sections 10(b) and
20(a) of the Securities Exchange Act of 1934. In each case, plaintiffs allege
that the Company and the individual defendants violated the federal securities
laws by, among other things, making false and misleading statements about the
current state and future prospects of Conseco Finance (particularly with respect
to performance of certain loan portfolios of Conseco Finance) which allegedly
rendered the Company's financial statements false and misleading. The Company
believes that these lawsuits are without merit and intends to defend them
vigorously. The ultimate outcome of these lawsuits cannot be predicted with
certainty.
Eleven of the cases in the United States District Court were filed as
purported class actions on behalf of persons or entities that purchased
preferred securities issued by various Conseco Financing Trusts, including
Conseco Financing Trust V, Conseco Financing Trust VI, and Conseco Financing
Trust VII. Each of these complaints named as defendants the Company, the
relevant trust (with two exceptions), two former officers/directors of the
Company, and underwriters for the particular issuance (with one exception). One
complaint also named an officer and all of the Company's directors at the time
of issuance of the preferred stock by Conseco Financing Trust VII. In each case,
plaintiffs assert claims under Section 11 and Section 15 of the Securities Act
of 1933, and the eight complaints also asserted claims under Section 12(a)(2) of
that Act. Two complaints also asserted claims under Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, and one complaint also asserted a claim
under Section 10(b) of that Act. In each case, plaintiffs alleged that the
defendants violated the federal securities laws by, among other things, making
false and misleading statements, in Prospectuses and/or Registration Statements
related to the issuance of preferred securities by the Trust involved, regarding
the current state and future prospects of Conseco Finance (particularly with
respect to performance of certain loan portfolios of Conseco Finance) which
allegedly rendered the disclosure documents false and misleading.
All of the securities cases have now been consolidated into one case in
the United States District Court for the Southern District of Indiana,
captioned: "In Re Conseco, Inc. Securities Litigation", cause number
IP00-585-C-Y/S. An amended complaint was filed on January 12, 2001. The Company
intends to defend this lawsuit vigorously. The ultimate outcome cannot be
predicted with certainty.
Nine shareholder derivative suits were filed in United States District
Court. The complaints named as defendants the current directors, certain former
directors, certain non-director officers of the Company (in one case), and,
alleging aiding and abetting liability, certain banks which allegedly made loans
in relation to the Company's "Stock Purchase Plan" (in these cases). The Company
is also named as a nominal defendant in each complaint. Plaintiffs allege that
the defendants breached their fiduciary duties by, among other things,
intentionally disseminating false and misleading statements concerning the
acquisition, performance and proposed sale of Conseco Finance, and engaged in
corporate waste by causing the Company to guarantee loans that certain officers,
directors and key employees of the Company used to purchase stock under the
Stock Purchase Plan. These cases have now been consolidated into one case in the
United States District Court for the Southern District of Indiana, captioned:
"In Re Conseco, Inc. Derivative Litigation", cause number IP00655-C-Y/S. An
amended complaint is expected to be filed in April 2001. Three similar cases
have been filed in the Hamilton County Superior Court in Indiana. Schweitzer v.
Hilbert, et al., Cause No. 29001-0004CP251; Evans v. Hilbert, et al., Cause No.
29001-0005CP308 (both Schweitzer and Evans name as defendants certain
non-director officers); Gintel v. Hilbert, et al., Cause No. 29003-0006CP393
(naming as defendants, and alleging aiding and abetting liability as to, banks
which allegedly made loans in relation to the Stock Purchase Plan). The Company
believes that these lawsuits are without merit and intends to defend them
vigorously. The ultimate outcome of these lawsuits cannot be predicted with
certainty.
16
Conseco, Inc. and its subsidiaries, Conseco Services, LLC, Washington
National Insurance Company and United Presidential Life Insurance Company are
currently named defendants in a lawsuit filed in the Circuit Court of Claiborne
County, Mississippi, Cause No. CV-99-0106, and captioned "Carla Beaugez, Lois
Dearing, Lee Eaton and all other persons identified in the lawsuit v. Conseco,
Inc., Conseco Services, Inc., Washington National Company, United Presidential
Life Insurance Company and Larry Ratcliff." The claims of the eighty-seven
plaintiffs arise out of allegedly wrongful increases of the cost of insurance
and decrease in the credited interest rates on universal life policies issued to
the plaintiffs by United Presidential Life. The plaintiffs asserted claims
including negligent and intentional misrepresentation, fraudulent concealment,
fraudulent inducement, common law fraud, and deceptive sales practices. The
Company believes this lawsuit is without merit and is defending it vigorously.
The ultimate outcome of this lawsuit cannot be predicted with certainty.
Conseco Finance is a defendant in two arbitration proceedings in South
Carolina (Lackey v. Green Tree Financial Corporation, n/k/a Conseco Finance
Corp. and Bazzle v. Green Tree Financial Corporation, n/k/a Conseco Finance
Corp.) where the arbitrator, over Conseco Finance's objection, allowed the
plaintiffs to pursue purported class action claims in arbitration. The two
purported arbitration classes consist of South Carolina residents who obtained
real estate secured credit from Conseco Finance's Manufactured Housing Division
(Lackey) and Home Improvement Division (Bazzle) in the early and mid 1990s, and
did not receive a South Carolina specific disclosure form relating to selection
of attorneys in connection with the credit transactions. The arbitrator, in
separate awards issued on July 24, 2000, awarded a total of $26.8 million in
penalties and attorneys' fees. The awards were confirmed as judgements in both
Lackey and Bazzle. These matters are currently on appeal at the South Carolina
Supreme Court. Conseco Finance intends to vigorously challenge the awards and
believes that the arbitrator erred by, among other things, conducting class
action arbitrations without the authority to do so and misapplying South
Carolina law when awarding the penalties. The ultimate outcome of these
proceedings cannot be predicted with certainty.
In addition, the Company and its subsidiaries are involved on an ongoing
basis in other lawsuits related to their operations. Although the ultimate
outcome of certain of such matters cannot be predicted, such lawsuits currently
pending against the Company or its subsidiaries are not 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.
None.
17
Optional Item. Executive Officers of the Registrant.
Officer Positions with Conseco, Principal
Name and Age (a) Since Occupation and Business Experience (b)
------------ ----- ----------------------------------
Gary C. Wendt, 59............... 2000 Since June 2000, Chairman and Chief Executive Officer of Conseco
from 1999 to 2000, associated with Global Opportunity Advisors
(a private equity investment fund); from 1986 to 1998, Chairman
and Chief Executive Officer of GE Capital Services; from 1984 to
1986, President and Chief Operations Officer of GE Credit Corp.
Charles B. Chokel, 47........... 2001 Since March 2001, Executive Vice President and Chief Financial
Officer of Conseco; from 1999 to 2000, Co-Chief Executive Officer
OF Progressive Corporation; from 1991 to 1998, Chief Financial
Officer of Progressive Corporation.
David K. Herzog, 45............. 2000 Since September 2000, Executive Vice President, General Counsel
and Secretary of Conseco; from 1980 to 2000 attorney with Baker
& Daniels (law firm).
Thomas J. Kilian, 50............ 1998 Since February 2000, President of Conseco; from 1998 to February
2000, Executive Vice President and Chief Operations Officer of
Conseco; since 1996, President of Conseco Services, LLC (responsible
for insurance operations, data processing, human resources and
administrative services for various Conseco subsidiaries); from 1989 to
1996, Senior Vice President of data processing for various Conseco
subsidiaries.
James S. Adams, 41.............. 1997 Since 1997, Senior Vice President, Chief Accounting Officer and
Treasurer of Conseco; from 1989 to present, Senior Vice President and
Treasurer of various Conseco subsidiaries.
Edward M. Berube, 53............ 1999 Since 2000, President and Chief Executive Officer of Bankers Life and
Casualty Company, a subsidiary of Conseco; from 1999 to 2000, Senior
Vice President and President-Insurance Group of Conseco; from 1997 to
1999, President and Chief Operating Officer of American Life Insurance
Company; from 1992 to 1997, President of CIGNA Financial Advisors
and Life Brokerage.
Maxwell E. Bublitz, 45.......... 1998 Since 1998, Senior Vice President, Investments of Conseco; from 1994
to present, President and Chief Executive Officer of Conseco Capital
Management, Inc., a subsidiary of Conseco.
Bruce A. Crittenden, 49......... 1999 Since 1999, Senior Vice President and President-Finance Group of
Conseco; from 2000 to present, President; from 1996 to 2000, Executive
Vice President, from 1997 to 2000, President, Retail/Mortgage Services
and Home Improvement Divisions, from 1995 to 1996, Senior Vice
President of Conseco Finance Corp., a subsidiary of Conseco.
David Gubbay, 48................ 2001 Since March 2001, Executive Vice President-Strategic Business
Development of Conseco; from 1999 to 2000, Executive Vice President-
Operations for Norwegian Cruise Line Ltd.; from 1997 to 1998, Senior
Vice President-Corporate Development/Mergers and Acquisitions for
Fortis, Inc.; from 1989 to 1996, Chairman and Chief Executive Officer of
Whitehall Group.
18
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(a) The executive officers serve as such at the discretion of the Board
of Directors and are elected annually.
(b) Business experience is given for at least the last five years.
19
PART II
-------
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.
MARKET INFORMATION
The common stock of Conseco (trading symbol "CNC") has been listed for
trading on the New York Stock Exchange (the "NYSE") since 1986. The following
table sets forth the quarterly dividends paid per share and the ranges of high
and low sales prices per share on the NYSE for the last two fiscal years, based
upon information supplied by the NYSE.
Period Market price
- ------ ------------------------ Dividend
High Low paid
---- --- ----
1999:
First Quarter......................................... $37.81 $26.81 $.1400
Second Quarter........................................ 35.31 28.00 .1400
Third Quarter......................................... 31.94 19.00 .1400
Fourth Quarter........................................ 24.75 16.56 .1500
2000:
First Quarter......................................... $18.50 $10.31 $.1500
Second Quarter........................................ 10.81 4.50 .0500
Third Quarter......................................... 11.69 7.00 .0500
Fourth Quarter........................................ 13.38 4.94 .0000
As of March 13, 2001, there were approximately 170,200 holders of the
outstanding shares of common stock, including individual participants in
securities position listings.
DIVIDENDS
As part of our plan to strengthen our capital structure, the Board of
Directors suspended the cash dividend on our common stock subsequent to the
dividend paid in July of 2000. The amended bank credit facilities prohibit the
payment of cash dividends on our common stock until the Company has received
investment grade ratings on its outstanding public debt and the bank credit
facilities maturing in December 2001 are paid in full.
Our general policy is to retain most of our earnings. Retained earnings
have been used: (i) to finance the growth and development of the Company's
business through acquisitions or otherwise; (ii) to pay preferred stock
dividends; (iii) to pay distributions on the Company-obligated mandatorily
redeemable preferred securities of subsidiary trusts; (iv) to reduce corporate
debt outstanding; (v) to repurchase common stock on those occasions when we have
determined that our shares were undervalued in the market and that the use of
funds for stock repurchases would not interfere with other cash needs; and (vi)
to pay dividends on common stock prior to their suspension in 2000.
We have paid all cumulative dividends on our preferred stock and
distributions on our Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts when due. We are prohibited from paying common
stock dividends if such payments are not current. Certain Conseco financing
agreements require the Company to maintain financial ratios which could also
limit our ability to pay dividends. Such financing agreements also restrict our
ability to repurchase common stock.
Our ability to pay dividends depends primarily on the receipt of cash
dividends and other cash payments from our finance and life insurance company
subsidiaries. Our life insurance companies are organized under state laws and
are subject to regulation by state insurance departments. These laws and
regulations limit the ability of insurance subsidiaries to make cash dividends,
loans or advances to a holding company such as Conseco. However, these laws
generally permit the payment out of the subsidiary's earned surplus, without
prior approval, of dividends for any 12-month period which in the aggregate do
not exceed the greater of (or in a few states, the lesser of): (i) the
subsidiary's prior year net gain from operations; or (ii) 10 percent of surplus
attributable to policyholders at the prior year-end, both computed on the
statutory basis of accounting prescribed for insurance companies.
20
ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA (a).
Years ended December 31,
---------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(Amounts in millions, except per share data)
STATEMENT OF OPERATIONS DATA
Insurance policy income..................................... $ 4,220.3 $4,040.5 $3,948.8 $3,410.8 $1,654.2
Gain on sale of finance receivables (b)..................... 7.5 550.6 745.0 779.0 400.6
Net investment income....................................... 3,920.4 3,411.4 2,506.5 2,171.5 1,505.3
Net investment gains (losses) from the sale of investments.. (358.3) (156.2) 208.2 266.5 60.8
Total revenues.............................................. 8,296.4 8,335.7 7,760.2 6,872.2 3,789.8
Interest expense:
Corporate................................................. 438.4 249.1 182.2 109.4 108.1
Finance and investment borrowings......................... 1,014.7 312.6 258.3 202.9 92.1
Total benefits and expenses................................. 9,658.2 7,184.8 6,714.5 5,386.5 2,974.0
Income (loss) before income taxes, minority interest,
extraordinary charge and cumulative effect of
accounting change......................................... (1,361.8) 1,150.9 1,045.7 1,485.7 815.8
Extraordinary charge on extinguishment of debt, net of tax.. 5.0 - 42.6 6.9 26.5
Cumulative effect of accounting change, net of tax.......... 55.3 - - - -
Net income (loss) (c)....................................... (1,191.2) 595.0 467.1 866.4 452.2
Preferred stock dividends .................................. 11.0 1.5 7.8 21.9 27.4
Net income (loss) applicable to common stock................ (1,202.2) 593.5 459.3 844.5 424.8
PER SHARE DATA (d)
Net income (loss), basic.................................... $(3.69) $1.83 $1.47 $2.72 $1.85
Net income (loss), diluted.................................. (3.69) 1.79 1.40 2.52 1.69
Dividends declared per common share......................... .100 .580 .530 .313 .083
Book value per common share outstanding..................... 11.95 15.50 16.37 16.45 13.47
Shares outstanding at year-end.............................. 325.3 327.7 315.8 310.0 293.4
Weighted average shares outstanding for diluted earnings.... 326.0 332.9 332.7 338.7 267.7
BALANCE SHEET DATA - PERIOD END
Total assets................................................ $58,589.2 $52,185.9 $43,599.9 $40,679.8 $28,724.0
Notes payable and commercial paper:
Corporate................................................. 5,055.0 4,624.2 3,809.9 2,354.9 1,094.9
Finance................................................... 2,810.9 2,540.1 1,511.6 1,863.0 762.5
Related to securitized finance receivables structured
as collateralized borrowings........................... 12,100.6 4,641.8 - - -
Total liabilities........................................... 51,810.9 43,990.6 36,229.4 34,082.0 23,810.2
Minority interests in consolidated subsidiaries:
Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts.............. 2,403.9 2,639.1 2,096.9 1,383.9 600.0
Other equity interests in subsidiaries.................... - - - - 97.0
Shareholders' equity ....................................... 4,374.4 5,556.2 5,273.6 5,213.9 4,216.8
OTHER FINANCIAL DATA (d) (e)
Premium and asset accumulation product collections (f)...... $ 7,158.6 $6,986.0 $6,051.3 $5,075.6 $3,280.2
Operating earnings (g)...................................... 135.2 749.2 841.1 991.8 467.5
Managed finance receivables................................. 46,585.9 45,791.4 37,199.8 27,957.1 20,072.7
Total managed assets (at fair value) (h).................... 95,720.6 98,561.8 87,247.4 70,259.8 59,084.8
Shareholders' equity, excluding accumulated other
comprehensive income (loss)............................... 5,025.4 6,327.8 5,302.0 5,013.3 4,180.2
Book value per common share outstanding, excluding
accumulated other comprehensive income (loss)............. 13.95 17.85 16.46 15.80 13.34
Delinquencies greater than 60 days as a percentage of
managed finance receivables............................... 1.76% 1.42% 1.19% 1.08% 1.08%
Net credit losses as a percentage of average managed
finance receivables....................................... 1.79% 1.31% 1.03% 1.05% .74%
21
- --------------------
(a) Comparison of selected supplemental consolidated financial data in the
table above is significantly affected by the following business
combinations accounted for as purchases: Washington National Corporation
(effective December 1, 1997); Colonial Penn Life Insurance Company and
Providential Life Insurance Company (September 30, 1997); Pioneer
Financial Services, Inc. (April 1, 1997); Capitol American Financial
Corporation (January 1, 1997); Transport Holdings Inc. (December 31,
1996); American Travellers Corporation (December 31, 1996); FINOVA
Acquisition I, Inc. (December 1, 1996); and Life Partners Group, Inc.
(July 1, 1996). All financial data have been restated to give retroactive
effect to the merger with Conseco Finance accounted for as a pooling of
interests.
(b) Subsequent to September 8, 1999, we no longer structure the
securitizations of the loans we originate in a manner that results in
gain-on-sale revenues. The gain recognized in 2000 was realized on the
sale of whole loans (with no interest retained by the Company). For more
information on this change, see "Management's Discussion and Analysis of
Consolidated Financial Condition and Results of Operations - Finance
Segment - General."
(c) Net income (loss) includes the following:
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(Dollars in millions)
Net investment gains (losses), net of tax and
other items....................................... $(198.1) $(111.9) $ (32.8) $ 44.1 $ 11.2
Impairment charge, net of tax........................ (324.9) (349.2) (355.8) (117.8) -
Special charges, net of tax.......................... (518.3) - (148.0) - -
Provision for losses related to loan guarantees,
net of tax........................................ (150.0) (11.9) - - -
Venture capital income (loss), net of amortization,
expenses and taxes................................ (99.4) 170.0 - - -
Amounts related to major medical lines of business
we intend to sell and other non-recurring items,
net of tax........................................ 13.6 147.3 205.2 (44.8) 17.4
Cumulative effect of accounting change, net of tax... (55.3) - - - -
Extraordinary charge on extinguishment of debt,
net of tax........................................ (5.0) - (42.6) (6.9) (26.5)
Refer to "Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations" and the notes to the consolidated
financial statements for additional discussion of the above items.
(d) All share and per-share amounts have been restated to reflect the
two-for-one stock splits paid on February 11, 1997 and April 1, 1996.
(e) Amounts under this heading are included to assist the reader in analyzing
the Company's financial position and results of operations. Such amounts
are not intended to, and do not, represent insurance policy income, net
income, shareholders' equity or book value per share prepared in
accordance with generally accepted accounting principles ("GAAP").
(f) Includes premiums received from universal life products and products
without mortality or morbidity risk. Such premiums are not reported as
revenues under GAAP and were $2,731.1 million in 2000; $3,023.3 million
in 1999; $2,585.7 million in 1998; $2,099.4 million in 1997; and $1,881.3
million in 1996. Also includes deposits in mutual funds totaling $794.2
million in 2000; $479.3 million in 1999; $87.1 million in 1998; and $19.9
million in 1997.
(g) Represents net income excluding the items described in note (c) above.
(h) Includes: (i) all of the Company's assets; (ii) the total finance
receivables managed by Conseco Finance applicable to the holders of
asset-backed securities sold by Conseco Finance in securitizations
structured in a manner that resulted in gain-on-sale revenue (adjusted
for the interests retained by the Company); and (iii) the total market
value of the investment portfolios managed by the Company for others of
$7.5 billion, $11.4 billion, $11.2 billion, $5.1 billion and $12.6
billion at December 31, 2000, 1999, 1998, 1997 and 1996, respectively.
22
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.
In this section, we review the consolidated financial condition of
Conseco at December 31, 2000 and 1999, the consolidated results of operations
for the three years ended December 31, 2000, and where appropriate, factors that
may affect future financial performance. Please read this discussion in
conjunction with the accompanying consolidated financial statements, notes and
selected consolidated financial data.
All statements, trend analyses and other information contained in this
report and elsewhere (such as in filings by Conseco with the Securities and
Exchange Commission, press releases, presentations by Conseco or its management
or oral statements) relative to markets for Conseco's products and trends in
Conseco's operations or financial results, as well as other statements including
words such as "anticipate," "believe," "plan," "estimate," "expect," "intend,"
"should," "could," "goal," "target," "on track," "comfortable with,"
"optimistic" 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, stock and credit market performance and health
care inflation, which may affect (among other things) Conseco's ability to sell
its products, its ability to make loans and access capital resources and the
costs associated therewith, the market value of Conseco's investments, the lapse
rate and profitability of policies, and the level of defaults and prepayments of
loans made by Conseco; (ii) Conseco's ability to achieve anticipated synergies
and levels of operational efficiencies; (iii) customer response to new products,
distribution channels and marketing initiatives; (iv) mortality, morbidity,
usage of health care services and other factors which may affect the
profitability of Conseco's insurance products; (v) performance of our
investments; (vi) changes in the Federal income tax laws and regulations which
may affect the relative tax advantages of some of Conseco's products; (vii)
increasing competition in the sale of insurance and annuities and in the finance
business; (viii) regulatory changes or actions, including those relating to
regulation of financial services affecting (among other things) bank sales and
underwriting of insurance products, regulation of the sale, underwriting and
pricing of products, and health care regulation affecting health insurance
products; (ix) the outcome of Conseco's efforts to sell assets and reduce,
refinance or modify indebtedness and the availability and cost of capital in
connection with this process; (x) actions by rating agencies and the effects of
past or future actions by these agencies on Conseco's business; and (xi) the
risk factors or uncertainties listed from time to time in Conseco's filings with
the Securities and Exchange Commission.
Consolidated results and analysis
The net loss applicable to common stock of $1,202.2 million in 2000, or
$3.69 per diluted share, included: (i) net investment losses (net of related
costs, amortization and taxes) of $198.1 million, or 61 cents per share; (ii) an
impairment charge of $324.9 million (net of an income tax benefit of $190.8
million), or $1.00 per share, related to the Company's interest-only securities
and servicing rights; (iii) special charges of $518.3 million (net of an income
tax benefit of $181.0 million), or $1.59 per share, as summarized in note 9 to
the consolidated financial statements entitled "Special Charges"; (iv) the
provision for loss of $150.0 million (net of an income tax benefit of $80.5
million), or 46 cents per share, related to the Company's guarantee of bank
loans made to directors, officers and key employees to purchase shares of
Conseco common stock; (v) a loss of $99.4 million, or 31 cents per share,
related to our venture capital investment in TeleCorp; (vi) net income of $13.6
million, or 4 cents per share, related to the major medical lines of business
which we intend to sell and other non- recurring items; (vii) the cumulative
effect of an accounting change of $55.3 million (net of an income tax benefit of
$29.8 million), or 17 cents per share, related to new requirements for the
valuation of interest-only securities; and (viii) an extraordinary charge of
$5.0 million (net of an income tax benefit of $2.7 million), or 1 cent per
share, related to the early retirement of debt.
Net income applicable to common stock of $593.5 million in 1999, or $1.79
per diluted share, included: (i) net investment losses (net of related costs,
amortization and taxes) of $111.9 million, or 34 cents per share; (ii) an
impairment charge of $349.2 million (net of an income tax benefit of $205.1
million), or $1.05 per share, to reduce the value of interest- only securities
and servicing rights; (iii) the provision for loss of $11.9 million (net of an
income tax benefit of $7.0 million), or 3 cents per share, related to the
aforementioned guarantee of bank loans; (iv) a gain of $170.0 million, or 51
cents per share, related to our venture capital investment in TeleCorp; and (v)
the net income of $147.3 million, or 44 cents per share, related to the major
medical lines of business we intend to sell and other non-recurring items. The
aforementioned special and impairment charges are explained in more detail in
the notes to the accompanying consolidated financial statements.
23
Net income applicable to common stock of $459.3 million in 1998, or $1.40
per diluted share, included: (i) net investment losses (net of related costs,
amortization and taxes) of $32.8 million, or 10 cents per share; (ii) an
impairment charge (net of an income tax benefit of $193.6 million) of $355.8
million, or $1.08 per share, to reduce the value of interest- only securities
and servicing rights; (iii) special charges (net of taxes) of $148.0 million, or
44 cents per share, related primarily to costs incurred in conjunction with the
merger with Conseco Finance (the "Merger") accounted for as a pooling of
interests; (iv) income of $205.2 million, or 62 cents per share, related to the
major medical lines of business we intend to sell and other non-recurring items;
and (v) an extraordinary charge (net of taxes) of $42.6 million, or 13 cents per
share, related to the early retirement of debt.
Total revenues included net investment losses of $358.3 million and
$156.2 million in 2000 and 1999, respectively, and net investment gains of
$208.2 million in 1998. Total revenues, excluding net investment gains (losses),
were up 1.9 percent in 2000 over 1999, and up 12 percent in 1999 over 1998.
We evaluate the performance and determine future earnings goals based on
operating earnings which are defined as income before: (i) net investment gains
(losses)(less that portion of amortization of cost of policies purchased and
cost of policies produced and income taxes relating to such gains (losses));
(ii) the venture capital income (loss) related to our investment in TeleCorp;
(iii) special items not related to the continuing operations of our businesses
(including impairment charges to reduce the value of interest-only securities
and servicing rights, special charges and the provision for losses related to
loan guarantees); and (iv) the net income (loss) related to the major medical
lines of business we intend to sell. The criteria used by management to
identify the items excluded from operating earnings include whether the item:
(i) relates to other than the continuing operations of our businesses; (ii) is
infrequent; (iii) is material to net income (loss); (iv) results from
restructuring activities; (v) results from a change in the regulatory
environment; and/or (vi) relates to the sale of an investment or the change in
estimated market value of our venture capital investments. The non-operating
items may vary from period to period and since these items are determined based
on management's discretion, inconsistencies in the application of the criteria
may exist. Operating earnings are determined by adjusting GAAP net income for
the above mentioned items. While these items may be significant components in
understanding and assessing our consolidated financial performance, we believe
that the presentation of operating earnings enhances the understanding of our
results of operations by highlighting net income attributable to the normal,
recurring operations of the business and by excluding events that materially
distort trends in net income. However, operating earnings are not a substitute
for net income determined in accordance with GAAP.
Results of operations by segment for the three years ended December 31,
2000:
The following tables and narratives summarize our operating results by
business segment.
2000 1999 1998
---- ---- ----
(Dollars in millions)
Operating earnings from continuing operations before goodwill
amortization and taxes:
Insurance and fee-based segment operating earnings.............. $ 818.1 $1,187.6 $1,310.2
Finance segment operating earnings.............................. 156.8 588.3 584.0
--------- -------- --------
Subtotal........................................................ 974.9 1,775.9 1,894.2
--------- -------- --------
Holding company activities:
Corporate expenses................................................ (67.5) (64.4) (123.8)
Interest and dividends, net of corporate investment income........ (651.8) (451.6) (329.1)
Allocation of interest and dividends to finance segment........... 126.9 63.1 16.8
--------- -------- --------
Operating earnings from continuing operations before taxes and
goodwill amortization......................................... 382.5 1,323.0 1,458.1
Taxes .............................................................. (141.6) (476.9) (527.7)
--------- -------- --------
Operating earnings from continuing operations before
goodwill amortization....................................... 240.9 846.1 930.4
Goodwill amortization................................................ (105.7) (96.9) (97.1)
--------- -------- --------
Operating earnings from continuing operations
applicable to common stock.................................. 135.2 749.2 833.3
Non-operating items, net of tax:
Net realized losses............................................. (198.1) (111.9) (32.8)
Venture capital income (loss)................................... (99.4) 170.0 -
Impairment charge............................................... (324.9) (349.2) (355.8)
Provision for losses related to loan guarantees................. (150.0) (11.9) -
Special charges................................................. (518.3) - (148.0)
Cumulative effect of accounting change.......................... (55.3) - -
Extraordinary charge on extinguishment of debt ................. (5.0) - (42.6)
Discontinued lines and other non-recurring items................ 13.6 147.3 205.2
--------- -------- --------
Net income (loss) applicable to common stock......................... $(1,202.2) $ 593.5 $ 459.3
========= ======== ========
24
Insurance and fee-based operations:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Premiums and asset accumulation product collections:
Annuities...................................................................... $ 2,255.7 $ 2,473.7 $ 1,999.1
Supplemental health............................................................ 2,263.9 2,206.6 2,158.1
Life........................................................................... 934.2 970.7 928.8
--------- --------- ---------
Collections on insurance products from continuing operations............... 5,453.8 5,651.0 5,086.0
Major medical.................................................................. 910.6 855.7 878.2
--------- --------- ---------
Total collections on insurance products.................................... 6,364.4 6,506.7 5,964.2
Mutual funds................................................................... 794.2 479.3 87.1
--------- --------- ---------
Total premiums and asset accumulation product collections.................. $ 7,158.6 $ 6,986.0 $ 6,051.3
========= ========= =========
Average liabilities for insurance and asset accumulation products
(excluding major medical lines):
Annuities:
Mortality based............................................................ $ 454.6 $ 600.3 $ 689.5
Equity-linked.............................................................. 2,550.6 1,710.1 902.5
Deposit based.............................................................. 9,618.1 10,864.7 11,649.6
Separate accounts and investment trust liabilities........................... 2,684.1 1,717.4 913.7
Health....................................................................... 4,753.9 4,326.1 4,043.6
Life:
Interest sensitive......................................................... 4,264.0 4,121.6 4,131.4
Non-interest sensitive..................................................... 2,682.8 2,799.9 2,762.9
--------- --------- ---------
Total average liabilities for insurance and asset accumulation products,
net of reinsurance ceded................................................. $27,008.1 $26,140.1 $25,093.2
========= ========= =========
Revenues:
Insurance policy income........................................................ $ 3,315.0 $ 3,174.3 $ 3,059.6
Net investment income:
General account invested assets.............................................. 1,882.7 1,959.6 1,920.2
Equity-indexed products based on S&P 500 Index............................... 12.9 142.3 103.9
Amortization of cost of S&P 500 Call Options................................. (123.9) (96.3) (52.0)
Separate account assets...................................................... 246.0 172.7 51.0
Fee revenue and other income................................................... 129.0 111.7 86.1
--------- --------- ---------
Total revenues (a)......................................................... 5,461.7 5,464.3 5,168.8
--------- --------- ---------
Expenses:
Insurance policy benefits...................................................... 2,440.9 2,176.0 2,071.7
Amounts added to policyholder account balances:
Annuity products and interest-sensitive life products other than those
listed below............................................................... 615.2 666.5 728.6
Equity-indexed products based on S&P 500 Index............................... 11.4 141.3 96.1
Separate account liabilities................................................. 246.0 172.7 51.0
Amortization related to operations............................................. 621.6 495.1 358.2
Interest expense on investment borrowings...................................... 18.6 57.9 65.3
Other operating costs and expenses............................................. 689.9 567.2 487.7
--------- --------- ---------
Total benefits and expenses (a)............................................ 4,643.6 4,276.7 3,858.6
--------- --------- ---------
Operating income before goodwill amortization, income taxes and
minority interest........................................................ 818.1 1,187.6 1,310.2
Goodwill amortization............................................................. (105.7) (96.9) (97.1)
Net investment losses, including related costs and amortization................... (304.9) (172.1) (28.3)
--------- --------- ---------
Income before income taxes and minority interest........................... $ 407.5 $ 918.6 $ 1,184.8
========= ========= =========
(continued)
25
2000 1999 1998
---- ---- ----
(Dollars in millions)
(continued from previous page)
Ratios:
Investment income, net of interest credited on annuities and universal life
products and interest expense on investment borrowings, as a percentage of
average liabilities for insurance and asset accumulation
products (b)................................................................... 4.59% 4.52% 4.35%
Operating costs and expenses (excluding amortization of cost of policies
produced and cost of policies purchased) as a percentage of average
liabilities for insurance and asset accumulation products...................... 2.66% 2.36% 2.20%
Health loss ratios:
All health lines:
Insurance policy benefits...................................................... $1,741.1 $1,502.5 $1,387.5
Loss ratio..................................................................... 76.21% 68.61% 65.55%
Medicare supplement:
Insurance policy benefits...................................................... $675.5 $638.1 $604.2
Loss ratio..................................................................... 71.60% 68.95% 68.30%
Long-term care:
Insurance policy benefits...................................................... $691.5 $545.0 $477.1
Loss ratio..................................................................... 84.17% 71.98% 66.88%
Specified disease:
Insurance policy benefits...................................................... $256.4 $232.9 $212.7
Loss ratio..................................................................... 69.00% 62.03% 55.57%
Other:
Insurance policy benefits...................................................... $117.7 $86.5 $93.5
Loss ratio..................................................................... 79.53% 65.58% 68.78%
- --------------------
(a) Revenues exclude net investment gains (losses); benefits and expenses
exclude amortization related to realized gains and goodwill amortization
(b) Investment income includes income from general account assets only. Average
insurance liabilities exclude liabilities related to separate accounts,
investment trust and reinsurance ceded.
General: Conseco's life insurance subsidiaries develop, market and
administer annuity, supplemental health, individual life insurance and other
insurance products. We distribute these products through a career agency force,
professional independent producers and direct response marketing. This segment
excludes our major medical lines, which the Company intends to sell.
Collections on insurance products from continuing operations in 2000 were
$5.5 billion, down 3.5 percent from 1999. Rating actions during a portion of
2000 adversely affected the marketing of our insurance products. On November 7,
2000, A.M. Best upgraded the financial strength ratings of our principal life
insurance subsidiaries to A- (Excellent) from B++ (Very Good). Such collections
in 1999 were $5.7 billion, up 11 percent over 1998. These increases were
primarily due to increased production and premium rate increases in 1999.
See "Premium and Asset Accumulation Product Collections" for further
analysis.
Average insurance liabilities for insurance and asset accumulation
products, net of reinsurance receivables, were $27.0 billion in 2000, up 3.3
percent over 1999, and $26.1 billion in 1999, up 4.2 percent over 1998.
Insurance policy income is comprised of: (i) premiums earned on policies
which provide mortality or morbidity coverage; and (ii) fees and other charges
made against other policies. See "Premium and Asset Accumulation Product
Collections" for further analysis.
26
Net investment income on general account invested assets (which excludes
income on separate account assets related to variable annuities; the income,
cost and change in the fair value of S&P 500 Call Options related to
equity-indexed products; and the income related to our venture capital
investment in TeleCorp) decreased by 3.9 percent, to $1,882.7 million, in 2000,
and increased by 2.1 percent, to $1,959.6 million, in 1999. The average balance
of general account invested assets decreased by 1.3 percent in 2000 to $25.5
billion and increased by 2.0 percent in 1999 to $25.8 billion. The yield on
these assets was 7.4 percent in 2000, and 7.6 percent in both 1999 and 1998. The
2000 decrease reflects general decreases in investment interest rates during the
period.
Net investment income related to equity-indexed products based on the S&P
500 Index is substantially offset by a corresponding charge to amounts added to
policyholder account balances for equity-indexed products. Such income and
related charge fluctuated based on the policyholder account balances subject to
this provision and the performance of the S&P 500 Index to which the returns on
such products are linked. During 2000, we recorded income from the S&P 500
Options of $12.9 million and added amounts to policyholders' account balances of
the equity-indexed products of $11.4 million.
Amortization of cost of S&P 500 Call Options represents the amortization
of the premiums paid to purchase S&P 500 Call Options related to our
equity-linked products. We amortize these amounts over the terms of the options.
Such amortization has increased because of the increase in our equity-linked
product business, changes in the participation rate of such business in the S&P
500 Index and the cost of the options. Our equity-indexed products are designed
in an effort to have the investment income spread earned on the related
insurance liabilities be more than adequate to cover the cost of the S&P 500
Call Options and other costs related to these policies.
Net investment income from separate account assets is offset by a
corresponding charge to amounts added to policyholder account balances for
separate account liabilities. Such income and related charge fluctuated in
relationship to total separate account assets and the return earned on such
assets.
Fee revenue and other income includes: (i) revenues we receive for
managing investments for other companies; and (ii) fees received for marketing
insurance products of other companies. This amount increased in 2000 primarily
due to the revenues of an insurance marketing company purchased in 2000. This
amount increased in 1999 as a result of growth in both of the aforementioned
businesses.
Insurance policy benefits increased in both 2000 and 1999 as a result of
the factors summarized in the explanations for loss ratio fluctuations related
to specific products which follows.
The loss ratio for Medicare supplement products increased in 2000, for
the following reasons: (i) our year end reserves developed adversely; (ii) the
mix of our Medicare supplement business in 2000 includes a higher percent of
less profitable standard Medicare supplement policies than the prior year (and a
lower percent of more profitable nonstandard policies that we are no longer able
to offer to new policyholders); and (iii) Medicare supplement business has
recently experienced higher persistency among older blocks of business. While
the Company benefits from the additional profits earned on the larger blocks of
business, the loss ratio will generally increase since the older policies have
higher claim costs. Governmental regulations generally require us to attain and
maintain a loss ratio, after three years, of not less than 65 percent.
The loss ratios for long-term care products increased in 2000,
reflecting: (i) unfavorable claims experience; (ii) refinements made to the
reserve estimation process; and (iii) the effects of the asset accumulation
phase of these products. The net cash flows from our long-term care products
generally result in the accumulation of amounts in the early policy years of a
policy (accounted for as reserve increases) which will be paid out as benefits
in later policy years (accounted for as reserve decreases). Accordingly, during
the asset accumulation phase of these policies, the loss ratio will increase,
but the increase in the change in reserve will be partially offset by investment
income earned on the assets which have accumulated. In order to improve the
profitability of the long-term care product line, we are currently selling
products with higher margins and we have continued to apply for appropriate rate
increases on older blocks of business. As a result of recent unfavorable claim
experience in our long-term care insurance lines, we reviewed our reserving
methodologies for several blocks of business. Certain changes in estimates were
made that adversely affected the loss ratio in 2000. The increase in the loss
ratio in 1999 also reflects unfavorable claims experience, partially offset by
the effects of the asset accumulation phase of these products.
The 2000 loss ratio for specified disease products reflects refinements
we made to the reserve estimation process during the first quarter of 2000 and
changes in estimates of period end claim liabilities. Our general expectation is
for this
27
loss ratio to be approximately 65 percent. The 1999 ratio was within our
expectations. The 1998 ratio benefited from favorable claim developments which
were not expected to continue.
The loss ratios on our other products will fluctuate more than other
lines due to the smaller size of these blocks of business. While the increase in
2000 reflects worse than expected experience, the loss ratios on this business
have generally been within our expectations.
Amounts added to policyholder account balances for annuity products
decreased by 7.7 percent, to $615.2 million, in 2000, and 8.5 percent, to $666.5
million, in 1999. These decreases reflect a smaller block of this type of
annuity business in force, on the average, compared to 1998. The weighted
average crediting rates for these annuity liabilities were 4.4 percent, 4.5
percent and 4.6 percent during 2000, 1999 and 1998, respectively.
Amounts added to equity indexed products and separate account liabilities
correspond to the related investment income accounts described above.
Amortization related to operations includes amortization of: (i) the cost
of policies produced; and (ii) the cost of policies purchased. Amortization has
increased in relationship to the total account balances subject to amortization.
In addition, amortization increased in 2000 as a result of adjustments to the
surrender and lapse assumptions to reflect our current estimate of future
experience related to certain blocks of business.
Interest expense on investment borrowings decreased along with our
investment borrowing activities. Average investment borrowings were $324.4
million during 2000, compared to $1,081.1 million during 1999. The weighted
average interest rate on such borrowings was 5.7 percent and 5.4 percent during
2000 and 1999, respectively.
Other operating costs and expenses increased in 2000 primarily as a
result of our increased business and marketing initiatives. Such increased
expenses are consistent with the increase in the ratio of operating expenses
(excluding amortization of cost of policies produced and cost of policies
purchased) as a percentage of average liabilities for insurance and asset
accumulation products (2.66 percent for 2000, compared to 2.36 percent and 2.20
percent for 1999 and 1998, respectively).
Net investment gains (losses), including related costs and amortization
fluctuate from period to period. We recorded writedowns of fixed maturity
securities and other invested assets of $189.3 million, $27.8 million and $32.4
million during 2000, 1999 and 1998, respectively, as a result of conditions
which caused us to conclude a decline in fair value of the investment was other
than temporary. In addition, we realized a $59.2 million loss related to the
termination of certain swap agreements during 2000.
When we sell securities at a gain (loss) and reinvest the proceeds at a
different yield, we increase (reduce) the amortization of cost of policies
purchased and cost of policies produced in order to reflect the change in future
yields. Sales of fixed maturity investments resulted in a reduction in the
amortization of the cost of policies purchased and the cost of policies produced
of $53.4 million in 2000 and an increase in such amortization in 1999 of $15.9
million and in 1998 of $236.5 million.
28
Finance operations:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Contract originations:
Manufactured housing............................................................. $ 4,395.8 $ 6,607.3 $ 6,077.5
Mortgage services................................................................ 4,448.3 6,745.8 5,215.8
Consumer/credit card............................................................. 3,345.6 3,241.3 2,727.9
Commercial....................................................................... 4,700.6 8,514.6 7,400.8
--------- --------- ---------
Total.......................................................................... $16,890.3 $25,109.0 $21,422.0
========= ========= =========
Sales of finance receivables:
Manufactured housing.............................................................$ 600.7 $ 5,598.2 $ 5,556.4
Home equity/home improvement..................................................... 913.1 3,748.4 5,038.5
Consumer/equipment............................................................... 599.9 600.0 2,022.4
Leases........................................................................... - - 379.9
Commercial and retail revolving credit........................................... 575.0 117.7 741.0
Retained bonds................................................................... - (405.2) (364.6)
--------- -------- ----------
Total.......................................................................... $ 2,688.7 $ 9,659.1 $13,373.6
========= ========= =========
Managed receivables (average):
Manufactured housing............................................................. $25,700.4 $22,899.2 $19,478.2
Mortgage services................................................................ 13,254.6 10,237.5 6,425.3
Consumer/credit card............................................................. 3,910.9 3,324.1 2,388.6
Commercial....................................................................... 4,555.9 5,303.0 4,082.2
--------- --------- ---------
Total.......................................................................... $47,421.8 $41,763.8 $32,374.3
========= ========= =========
Revenues:
Net investment income:
Finance receivables and other.................................................. $ 1,933.8 $ 647.1 $ 295.5
Interest-only securities....................................................... 106.6 185.1 132.9
Gain on sale:
Securitization transactions.................................................... - 550.6 745.0
Whole-loan sales............................................................... 7.5 - -
Fee revenue and other income..................................................... 369.0 372.7 260.4
---------- --------- ---------
Total revenues................................................................. 2,416.9 1,755.5 1,433.8
---------- --------- ---------
Expenses:
Provision for losses............................................................. 354.2 128.7 44.2
Finance interest expense......................................................... 1,152.4 341.3 213.7
Other operating costs and expenses............................................... 753.5 697.2 591.9
---------- --------- ---------
Total expenses................................................................. 2,260.1 1,167.2 849.8
--------- --------- ---------
Operating income before impairment charges, special charges, income
taxes and extraordinary charge............................................... 156.8 588.3 584.0
Impairment charges.................................................................. 515.7 554.3 549.4
Special charges..................................................................... 394.3 - 148.0
--------- --------- ----------
Income (loss) before income taxes and extraordinary charge..................... $ (753.2) $ 34.0 $ (113.4)
========= ========= =========
29
General: Conseco's finance subsidiaries provide 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. Conseco also
markets physical damage and term mortgage life insurance and other credit
protection relating to the loans it services.
After September 8, 1999, we no longer structure our securitizations in a
manner that results in recording a sale of the loans. Instead, new
securitization transactions are being structured to include provisions that
entitle the Company to repurchase assets transferred to the special purpose
entity when the aggregate unpaid principal balance reaches a specified level.
Until these assets are repurchased, however, the assets are the property of the
special purpose entity and are not available to satisfy the claims of creditors
of the Company. Pursuant to Financial Accounting Standards Board Statement No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities", such securitization transactions are accounted
for as secured borrowings whereby the loans and securitization debt remain on
the balance sheet, rather than as sales.
The change to the structure of our new securitizations has no effect on
the total profit we recognize over the life of each new loan, but it changes the
timing of profit recognition. Under the portfolio method (the accounting method
required for our securitizations which are structured as secured borrowings), we
recognize: (i) earnings over the life of new loans as interest revenues are
generated; (ii) interest expense on the securities which are sold to investors
in the loan securitization trusts; and (iii) provisions for losses. As a result,
our reported earnings from new loans securitized in transactions accounted for
under the portfolio method are lower in the period in which the loans are
securitized (compared to our historical method) and higher in later periods, as
interest spread is earned on the loans.
During 2000, we announced several courses of action with respect to
Conseco Finance, including: (i) the sale, closing or runoff of five units (i.e.,
asset-based lending, vendor finance, bankcards, transportation and park
construction); (ii) efforts to better utilize existing assets so as to increase
cash; and (iii) cost savings and restructuring of ongoing businesses such as
streamlining of the field force in the manufactured housing and home equity
divisions.
These courses of action and the change to the portfolio method of
accounting have caused significant fluctuations in account balances as further
described below.
Loan originations in 2000 were $16.9 billion, down 33 percent from 1999.
Loan originations in 1999 were $25.1 billion, up 17 percent over 1998. The
primary reason for the decrease was our decision to no longer originate certain
lines and to manage our growth consistent with our revised business plan. The
significant decrease in new loan originations allowed the finance segment to
enhance net interest margins, to reduce the amount of cash required for new loan
originations, and to transfer cash to the parent company. The following table
summarizes our loan originations in 2000 and 1999 summarized by product and
whether part of our continuing or discontinued lines:
December 31,
2000 1999
---- ----
(Dollars in millions)
Continuing lines:
Manufacturing housing............................................. $ 4,395.8 $ 6,607.3
Mortgage services................................................. 4,448.3 6,745.8
Retail credit..................................................... 2,582.1 2,056.2
Floorplan......................................................... 3,950.4 5,559.1
--------- ---------
Total continuing lines........................................ 15,376.6 20,968.4
--------- ---------
Discontinued lines:
Consumer finance (1).............................................. 544.6 770.5
Bankcard.......................................................... 218.9 414.5
Vendor finance.................................................... 396.5 533.0
Transportation.................................................... 138.7 1,054.0
Park construction and asset-based loans........................... 215.0 1,368.6
--------- ---------
Total discontinued lines...................................... 1,513.7 4,140.6
--------- ---------
Total......................................................... $16,890.3 $25,109.0
========= =========
30
- -------------------
(1) Represents closed-ended sales contracts originated through dealers. The
Company continues to originate revolving credit agreements through many of
the same dealers.
Sales of finance receivables decreased as a result of the change in the
structure of our securitizations. We no longer structure our securitizations in
a manner that results in recording a sale of the loans. Sales of finance
receivables in 2000 represent the sale of whole loans (with no interest retained
by the Company).
Managed receivables include finance receivables recorded on our
consolidated balance sheet and those managed by us but applicable to holders of
asset-backed securities sold in securitizations structured in a manner that
resulted in gain-on- sale revenue. Average managed receivables increased to
$47.4 billion in 2000, up 14 percent over 1999, and to $41.8 billion in 1999, up
29 percent over 1998.
The following table summarizes our average managed receivables at
December 31, 2000 and 1999 summarized by product and whether part of our
continuing or discontinued lines:
December 31,
------------
2000 1999
---- ----
(Dollars in millions)
Continuing lines:
Manufactured housing.............................................. $25,700.4 $22,899.2
Mortgage services................................................. 13,254.6 10,237.5
Retail credit..................................................... 1,523.0 937.9
Floorplan......................................................... 2,070.4 2,098.4
--------- ---------
Total continuing lines.......................................... 42,548.4 36,173.0
--------- ---------
Discontinued lines:
Consumer finance.................................................. 2,173.1 2,121.6
Bankcard.......................................................... 214.8 264.6
Vendor finance.................................................... 972.9 942.5
Transportation.................................................... 1,112.0 1,570.3
Park construction and asset-based loans........................... 400.6 691.8
--------- ---------
Total discontinued lines........................................ 4,873.4 5,590.8
--------- ---------
Total....................................................... $47,421.8 $41,763.8
========= =========
Net investment income on finance receivables and other consists of: (i)
interest earned on finance receivables; and (ii) interest income on short-term
and other investments. Such income increased by 199 percent, to $1,933.8
million, in 2000 and by 119 percent, to $647.1 million, in 1999, consistent with
the increases in average on-balance sheet finance receivables. The weighted
average yields earned on finance receivables and other investments were 13.0
percent, 11.1 percent and 10.8 percent during 2000, 1999 and 1998, respectively.
As a result of the change in the structure of our securitizations, future
interest earned on finance receivables should increase as our average on-balance
sheet finance receivables increase.
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 decreased by 42 percent, to $106.6 million, in 2000 and
increased by 39 percent, to $185.1 million, in 1999. These fluctuations are
consistent with the change in the average balance of interest- only securities.
The weighted average yields earned on interest-only securities were 13.4
percent, 14.6 percent and 13.2 percent during 2000, 1999 and 1998, respectively.
As a result of the change in the structure of our securitizations, our new
securitizations are accounted for as secured borrowings and we do not recognize
gain-on-sale revenue or additions to interest-only securities from such
transactions. Accordingly, future investment income accreted on the
interest-only security will decrease, as cash remittances from the prior
gain-on-sale securitizations reduce the interest-only security balances. In
addition, the balance of the interest-only securities was reduced by $544.4
million in 1998, $533.8 million in 1999 and $504.3 million during 2000
(including $70.2 million due to the accounting change described in note 1 to the
accompanying consolidated financial statements) due to impairment charges which
have caused a reduction in interest income accreted to this security. We
regularly analyze future expected cash flows from this security to determine
whether an impairment has occurred. Under current accounting principles, we are
required to recognize declines in value of our interest-only securities in
earnings when: (i) the fair value of the security is less than its carrying
value; and (ii) the timing and/or amount of cash expected to be received from
the security has changed adversely from the previous valuation which determined
the carrying value of the security.
31
Gain on sale related to securitization transactions was nil in 2000,
reflecting our decision to no longer structure our securitizations as sales. Our
new securitizations are being structured as secured borrowings and no gain on
sale is recognized. The gain recognized for our previous securitizations
fluctuated when changes occurred in: (i) the amount of loans sold; (ii) market
conditions (such as the market interest rates available on securities sold in
these securitizations); (iii) the amount and type of interest we retained in the
receivables sold; and (iv) assumptions used to calculate the gain.
Conditions in the credit markets during the past several years have
resulted in less-attractive pricing of certain lower- rated securities in our
securitization structures. As a result, we have chosen to hold rather than sell
some of the securities in the securitization trusts, particularly securities
having corporate guarantee provisions. Prior to our September 8, 1999,
announcement, the securities that we held were treated as retained interests in
the securitization trusts. We recognized no gain on the portion of the assets
related to such securities, but we expect to recognize greater interest income,
net of related interest expense, over the term we hold them. At December 31,
2000 and 1999 we held $494.6 million and $694.3 million, respectively, of such
securities which are classified as actively managed fixed maturities.
Gain on whole-loan sales totaled $7.5 million in 2000. During 2000, we
sold approximately $147.1 million of finance receivables in whole-loan sales.
Gain on whole-loan sales excludes the gain realized on the sale of our bankcard
portfolio which is included in special charges.
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 decreased by 1.0 percent, to $369.0
million, in 2000 and increased by 43 percent, to $372.7 million, in 1999. As a
result of the change in the structure of our future securitizations announced on
September 8, 1999, we no longer record an asset for servicing rights at the time
of our securitizations, nor do we record servicing fee revenue; instead, the
entire amount of interest income is recorded as investment income. Accordingly,
the amount of servicing income has decreased to $108.2 million in 2000 from
$165.3 million in 1999 and $140.0 million in 1998, and will decline further in
future periods. In 2000, the decrease in servicing income was partially offset
by higher commissions and late fee income. In 1999, such income increased as our
servicing portfolio and our net written insurance premiums both grew along with
managed receivables.
Provision for losses related to finance operations increased by 175
percent, to $354.2 million, in 2000 and by 191 percent, to $128.7 million, in
1999. The increase is principally due to the increase in loans held on our
balance sheet. Under the portfolio method (which is used for securitizations
structured as collateralized borrowings), we recognize the credit losses on the
loans on our balance sheet as the losses are incurred. For loans previously
recorded as sales, the anticipated discounted credit losses are reflected
through a reduction in the gain-on-sale revenue recorded at the time of
securitization.
Finance interest expense increased by 238 percent, to $1,152.4 million,
in 2000 and by 60 percent, to $341.3 million, in 1999. Our borrowings grew in
order to fund the increase in finance receivables. Our average borrowing rate
was 7.7 percent, 5.8 percent and 7.2 percent during 2000, 1999 and 1998,
respectively.
Under the portfolio method, we recognize interest expense on the
securities issued to investors in the securitization trusts. Since these
securities typically have higher interest rates than our other debt, our average
borrowing rate increased as compared to prior periods.
The average borrowing rate during 1999 was favorably impacted by the use
of relatively lower rate borrowings from the parent company to fund finance
receivables of Conseco Finance.
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 8.1 percent, to $753.5 million,
in 2000 and by 18 percent, to $697.2 million, in 1999. Such costs increased
consistent with the prior business plans for the segment, partially offset in
2000 by cost savings from the restructuring of Conseco Finance. Other operating
costs and expenses decreased $62.5 million to $345.5 million in the second half
of 2000, as compared to the first half of 2000.
Impairment charges represent reductions in the value of interest-only
securities and servicing rights recognized as a loss in the statement of
operations. We carry interest-only securities at estimated fair value, which is
determined by discounting the projected cash flows over the expected life of the
receivables sold using current prepayment, default, loss and interest rate
assumptions. 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. The assumptions used to determine new values are based
on our internal evaluations and consultation with external advisors having
significant experience in valuing these securities. We record any unrealized
gain or loss determined to be temporary, net of tax, as a
32
component of shareholders' equity. We adopted EITF Issue No. 99-20, "Recognition
of Interest Income and Impairment on Purchased and Retained Beneficial Interests
in Securitized Financial Assets "("EITF 99-20") during the third quarter of
2000, which affects when impairments are considered to be other than temporary
and, therefore, are recognized in earnings (see note 1 to the accompanying
consolidated financial statements).
During 2000, actual default and loss trends were worse than our previous
estimates. In light of these trends, management analyzed the assumptions used to
determine the estimated fair value of the interest-only securities and made
changes to the credit loss assumptions and the discount rate used to determine
the value of our securities. These changes also reflected other economic factors
and further methodology enhancements made by the Company. As a result, the
expected future cash flows from interest-only securities changed adversely from
previous estimates. Pursuant to the requirements of EITF 99-20, the effect of
these changes was reflected immediately in earnings as an impairment charge. The
effect of the impairment charge and adjustments to the value of our
interest-only securities and servicing rights totaled $515.7 million ($324.9
million after the income tax benefit) for 2000 (in addition to the cumulative
effect of adopting EITF 99-20 of $70.2 million ($45.5 million after the income
tax benefit)).
In addition, during 1999 and early 2000, the Company reevaluated its
interest-only securities and servicing rights, including the underlying
assumptions, in light of loss experience exceeding previous expectations. The
principal change in the revised assumptions resulting from this process was an
increase in expected future credit losses, relating primarily to reduced
assumptions as to future housing price inflation, recent loss experience and
refinements to the methodology of the valuation process. The effect of this
change was offset somewhat by a revision to the estimation methodology to
incorporate the value associated with the cleanup call rights held by the
Company in securitizations. We recognized a $554.3 million impairment charge
($349.2 million after tax) in 1999 to reduce the book value of the interest-only
securities and servicing rights.
During the second quarter of 1998, prepayments on securitized loan
contracts exceeded our 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 then current assumptions. In addition, the market
yields of publicly traded securities similar to our interest-only securities
also increased during the second quarter of 1998. The assumptions used to
determine the new value at that time were based on our internal evaluations and
consultation with external investment managers having significant experience in
valuing these securities. Such assumptions reflected the following changes from
the assumptions previously used: (i) an increase in prepayment rates; (ii) an
increase 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 ($355.8 million after tax) impairment charge in 1998 to reduce
the carrying value of the interest-only securities and servicing rights.
Special charges in 2000 include: (i) the $103.3 million adjustment to the
value of finance receivables identified for sale; (ii) the $53.0 million loss on
the sale of asset-based loans; (iii) $29.5 million of costs related to closing
offices and streamlining businesses; (iv) $35.8 million related to the
abandonment of computer processing systems; (v) $30.3 million of fees paid to
Lehman including a $25.0 million fee paid in conjunction with the sale of $1.3
billion of finance receivables to Lehman; (vi) the issuance of a warrant valued
at $48.1 million related to the modification of the Lehman master repurchase
financing facilities; (vii) the $51.0 million loss on sale of transportation
loans and vendor services financing business; (viii) a $48.0 million increase in
the allowance for loan losses at our bank subsidiary; and (ix) $4.7 million of
net gains related to the sale of certain lines of business, net of other items.
These charges are described in greater detail in note 9 to the accompanying
consolidated financial statements. Special charges of $148.0 million were
recognized in 1998 and include: $45.0 million of transaction costs; $71.0
million of severance and other employment related costs; and $32.0 million of
other costs. Transaction costs included expenses related to the Merger such as
fees paid for investment bankers, attorneys, accountants and printers. 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.
33
Corporate operations
December 31
------------------------------
2000 1999 1998
---- ---- ----
(Dollars in millions)
Corporate operations:
Venture capital income (loss) related to investment in
TeleCorp, net of related expenses................................. $ (152.8) $ 261.5 $ -
Interest expense on corporate debt.................................. (310.7) (182.8) (165.4)
Investment income................................................... 51.8 32.3 26.9
Other items......................................................... (16.6) 67.9 4.5
--------- ------- -------
Operating income (loss) before provision for loss on loan
guarantees, special charges, income taxes and
minority interest............................................. (428.3) 178.9 (134.0)
Provision for loss on loan guarantees............................... (231.5) (18.9) -
Major medical lines, which the Company intends to sell.............. (51.3) 38.3 108.3
Special charges..................................................... (305.0) - -
--------- -------- -------
Income (loss) before income taxes and minority interest......... $(1,016.1) $ 198.3 $ (25.7)
========= ======= =======
Venture capital income (loss) relates to our investment in TeleCorp, a
company in the wireless communication business. Our investment in TeleCorp is
carried at estimated fair value, with changes in fair value recognized as
investment income. The market values of many companies in this sector have been
subject to volatility in recent periods.
Interest expense on corporate debt fluctuated due to the increase in the
average balance and interest rate on outstanding debt. The average debt
outstanding (net of the intercompany note with the finance segment) was $3.8
billion, $3.0 billion and $2.8 billion in 2000, 1999 and 1998, respectively. The
average interest rate on such debt was 8.2 percent, 6.0 percent and 6.0 percent
in 2000, 1999 and 1998, respectively. General levels of interest rates have
increased over the last twelve months. In addition, as a result of recent rating
agency actions, the interest rates on our bank credit facilities have increased
(see note 1 to the consolidated financial statements). Such interest expense
includes affiliated interest expense (which is eliminated in consolidation) of
$26.2 million, $13.2 million for 2000 and 1999, respectively. There was no such
affiliated interest expense in 1998.
Investment income includes the income from our investment in a riverboat
casino and miscellaneous other income.
Other items include general corporate expenses, net of amounts charged to
subsidiaries for services provided by the corporate operations.
Provision for loss on loan guarantees represents the noncash provision we
established in connection with our guarantees of bank loans to approximately 160
directors, officers and key employees and our related loans for interest. The
funds from the bank loans were used by the participants to purchase
approximately 18.4 million shares of Conseco common stock. In 2000 and 1999, we
established a provision of $231.5 million and $18.9 million, respectively, in
connection with these guarantees and loans. At December 31, 2000, the total
reserve for losses on the loan guarantees was $250.4 million.
Major medical lines represent the results of our individual and group
major medical health insurance products, which we intend to sell. These lines
have experienced adverse loss ratios during 2000.
Special charges in corporate operations for 2000 include: (i) advisory
and professional fees related to debt restructuring of $9.9 million; (ii) a
portion of the loss on the sale of asset-backed loans (excluding loss related to
loans held by the finance segment) of $15.2 million; (iii) advisory fees paid to
investment banks of $44.0 million; (iv) the loss related to our exit from the
subprime automobile business of $71.6 million; (v) the amount paid to terminated
executive pursuant to his employment agreement of $72.5 million; (vi) the amount
paid to newly hired Chief Executive Officer of $45.0 million; (vii) the value of
warrants issued to release newly hired Chief Executive Officer from a noncompete
provision of a prior agreement of $21.0 million; and (viii) other charges of
$25.8 million. These charges are described in greater detail in the note to the
accompanying consolidated financial statements entitled "Special Charges".
34
PREMIUM AND ASSET ACCUMULATION PRODUCT COLLECTIONS
In accordance with GAAP, insurance policy income as shown in our
consolidated statement of operations consists of premiums earned for policies
that have life contingencies or morbidity features. For annuity and universal
life contracts without such features, premiums collected are not reported as
revenues, but as deposits to insurance liabilities. We recognize revenues for
these products over time in the form of investment income and surrender or other
charges.
Marketing companies, agents who market insurance products, school
districts, financial institutions and policyholders use the financial strength
ratings assigned to an insurer by independent rating agencies as one factor in
determining which insurer's products to market or purchase. Following several
recent events described in note 9 to the consolidated financial statements
entitled "Special Charges" and elsewhere herein, rating agencies lowered their
financial strength ratings, and many were placed on review as the agencies
analyze the impact of the developing events. Such rating actions adversely
affected the marketing and persistency of our insurance products and other asset
accumulation products. On November 7, 2000, A.M. Best upgraded the financial
strength ratings of our principal life insurance subsidiaries to A- (Excellent)
from B++ (Very Good).
35
Total premiums and accumulation product collections were as follows:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Premiums collected by our insurance subsidiaries:
Annuities:
Equity-indexed (first-year).................................................... $ 602.9 $ 871.9 $ 783.2
Equity-indexed (renewal)....................................................... 40.6 39.9 15.0
-------- -------- ---------
Subtotal - equity-indexed annuities.......................................... 643.5 911.8 798.2
-------- -------- ---------
Other fixed (first-year)....................................................... 679.4 896.4 804.3
Other fixed (renewal).......................................................... 61.3 62.1 64.0
-------- -------- ---------
Subtotal - other fixed annuities............................................. 740.7 958.5 868.3
-------- -------- ---------
Variable (first-year).......................................................... 747.8 519.1 267.2
Variable (renewal)............................................................. 123.7 84.3 65.4
-------- -------- ---------
Subtotal - variable annuities................................................ 871.5 603.4 332.6
-------- -------- ---------
Total annuities............................................................ 2,255.7 2,473.7 1,999.1
-------- -------- ---------
Supplemental health:
Medicare supplement (first-year)............................................... 101.9 106.8 106.6
Medicare supplement (renewal).................................................. 829.1 808.8 810.1
-------- -------- ---------
Subtotal - Medicare supplement............................................... 931.0 915.6 916.7
-------- -------- ---------
Long-term care (first-year).................................................... 119.2 127.1 122.6
Long-term care (renewal)....................................................... 716.8 666.4 605.8
-------- -------- ---------
Subtotal - long-term care.................................................... 836.0 793.5 728.4
-------- -------- ---------
Specified disease (first-year)................................................. 39.1 39.0 41.5
Specified disease (renewal).................................................... 332.0 337.3 350.8
-------- -------- ---------
Subtotal - specified disease................................................. 371.1 376.3 392.3
-------- -------- ---------
Other health (first-year)...................................................... 29.9 23.8 12.6
Other health (renewal)......................................................... 95.9 97.4 108.1
-------- -------- ---------
Total - other health....................................................... 125.8 121.2 120.7
-------- -------- ---------
Total supplemental health.................................................. 2,263.9 2,206.6 2,158.1
-------- -------- ---------
Life insurance:
First-year..................................................................... 186.6 211.5 154.0
Renewal........................................................................ 747.6 759.2 774.8
-------- -------- ---------
Total life insurance......................................................... 934.2 970.7 928.8
-------- -------- ---------
Collections on insurance products from continuing operations................. 5,453.8 5,651.0 5,086.0
-------- -------- ---------
Individual and group major medical:
Individual (first-year)........................................................ 161.1 96.4 95.5
Individual (renewal)........................................................... 246.2 233.3 228.3
-------- -------- ---------
Subtotal - individual........................................................ 407.3 329.7 323.8
-------- -------- ---------
Group (first-year)............................................................. 80.1 53.0 48.0
Group (renewal)................................................................ 423.2 473.0 506.4
-------- -------- ---------
Subtotal - group............................................................. 503.3 526.0 554.4
-------- -------- ---------
Total major medical........................................................ 910.6 855.7 878.2
-------- -------- ---------
Total first-year premium collections on insurance products....................... 2,748.0 2,945.0 2,435.5
Total renewal premium collections on insurance products.......................... 3,616.4 3,561.7 3,528.7
-------- -------- ---------
Total collections on insurance products.................................... $6,364.4 $6,506.7 $ 5,964.2
======== ======== =========
Mutual funds (excludes variable annuities).......................................... $ 794.2 $ 479.3 $ 87.1
========= ========= =========
36
Annuities include equity-indexed annuities, other fixed annuities and
variable annuities sold through both career agents and professional independent
producers.
We introduced our first equity-indexed annuity product in 1996. The
accumulation value of these annuities is credited with interest at an annual
guaranteed minimum rate of 3 percent (or, including the effect of applicable
sales loads, a 1.7 percent compound average interest rate over the term of the
contracts). These annuities provide for potentially higher returns based on a
percentage of the change in the S&P 500 Index during each year of their term. We
purchase S&P 500 Call Options in an effort to hedge increases to policyholder
benefits resulting from increases in the S&P 500 Index. Total collected premiums
for this product decreased by 29 percent, to $643.5 million, in 2000 and
increased by 14 percent, to $911.8 million, in 1999.
Other fixed rate annuity products include single-premium deferred
annuities ("SPDAs"), flexible-premium deferred annuities ("FPDAs") and
single-premium immediate annuities ("SPIAs"), which are credited with a declared
rate. The demand for traditional fixed-rate annuity contracts has decreased in
recent years, as relatively low interest rates have made other investment
products more attractive. SPDA and FPDA policies typically have an interest rate
that is guaranteed for the first policy year, after which we have the
discretionary ability to change the crediting rate to any rate not below a
guaranteed rate. The interest rate credited on SPIAs is based on market
conditions existing when a policy is issued and remains unchanged over the life
of the SPIA. Annuity premiums on these products decreased by 23 percent, to
$740.7 million, in 2000 and increased by 10 percent, to $958.5 million, in 1999.
Fixed annuity collections in 1999 included $208.8 million of premiums on
reinsurance contracts entered into during the year.
Variable annuities offer contract holders the ability to direct premiums
into specific investment portfolios; rates of return are based on the
performance of the portfolio. Such annuities have become increasingly popular
recently as a result of the desire of investors to invest in common stocks. In
1996, we began to offer more investment options for variable annuity deposits,
and we expanded our marketing efforts, resulting in increased collected
premiums. Our profits on variable annuities come from the fees charged to
contract holders. Variable annuity collected premiums increased by 44 percent,
to $871.5 million, in 2000 and by 81 percent, to $603.4 million, in 1999.
Supplemental health products include Medicare supplement, long-term care,
specified disease and other insurance products distributed through a career
agency force and professional independent producers. Our profits on supplemental
health policies depend on the overall level of sales, persistency of in-force
business, investment yields, claim experience and expense management.
Collected premiums on Medicare supplement policies increased by 1.7
percent, to $931.0 million, in 2000 and decreased by .1 percent, to $915.6
million, in 1999. Sales of Medicare supplement policies have been affected by
steps taken to improve profitability by increasing premium rates and changing
our commission structure and underwriting criteria.
Premiums collected on long-term care policies increased by 5.4 percent,
to $836.0 million, in 2000 and by 8.9 percent, to $793.5 million, in 1999 due to
increases in premium rates and increased sales volume.
Premiums collected on specified disease products were $371.1 million,
$376.3 million and $392.3 million in 2000, 1999 and 1998, respectively. Such
decreases were the result of steps taken to improve the profitability of these
products. In addition, during 1999, we curtailed sales of these products in one
state due to adverse regulatory decisions, which accounts for most of the
decrease.
Other health products include: (i) various health insurance products that
are not currently being actively marketed; and (ii) in 1999 and 1998, certain
specialty health insurance products sold to educators. Premiums collected in
2000 were $125.8 million, up 3.8 percent over 1999. Premiums collected in 1999
were $121.2 million, up .4 percent over 1998. Since we no longer actively market
these products, we expect collected premiums to decrease in future years. The
in-force business continues to be profitable.
Life products are sold through career agents, professional independent
producers and direct response distribution channels. Life premiums collected in
2000 were $934.2 million, down 3.8 percent from 1999. Life premiums collected in
1999 were $970.7 million, up 4.5 percent over 1998. Collections in 1999 included
$49.2 million of premiums on reinsurance contracts entered into during the year.
Individual and group major medical products include major medical health
insurance products sold to individuals and groups. We have previously announced
our intent to sell these lines of business. In recent periods, we have
emphasized the sale of more profitable individual major medical products and are
de-emphasizing the sale of group
37
products. With respect to group major medical products, we are: (i) seeking rate
increases; (ii) converting the members of groups to individual policies; or
(iii) opting not to renew the group policies. Group premiums decreased by 4.3
percent, to $503.3 million, in 2000 and decreased by 5.1 percent, to $526.0
million, in 1999. Individual health premiums increased by 24 percent, to $407.3
million, in 2000 and increased by 1.8 percent, to $329.7 million, in 1999.
Mutual fund sales increased 66 percent, to $794.2 million in 2000, and
increased 450 percent, to $479.3 million, in 1999, reflecting our expanded
distribution and new marketing programs. We also believe that these sales were
positively impacted by the recent strong investment performance of our funds.
Recently, mutual fund sales have been adversely affected by the resignation of
certain equity portfolio managers. The Company engaged Frank Russell Company to
transition its equity portfolio management.
INVESTMENTS
Our investment strategy is to: (i) maintain a predominately
investment-grade fixed income portfolio; (ii) provide adequate liquidity to meet
our cash obligations to policyholders and others; and (iii) maximize current
income and total investment return through active investment management.
Consistent with this strategy, investments in fixed maturity securities,
mortgage loans and policy loans made up 94 percent of our $25.0 billion
investment portfolio at December 31, 2000. The remainder of the invested assets
were interest-only securities, equity securities, venture capital investments
and other invested assets.
Insurance statutes regulate the type of investments that our insurance
subsidiaries are permitted to make and limit the amount of funds that may be
used for any one type of investment. In light of these statutes and regulations
and our business and investment strategy, we generally seek to invest in United
States government and government-agency securities and corporate securities
rated investment grade by established nationally recognized rating organizations
or in securities of comparable investment quality, if not rated.
The following table summarizes investment yields earned over the past
three years on the general account invested assets of our insurance subsidiaries
(excluding revenues from major medical lines, which the Company intends to
sell). General account investments exclude our venture capital investment in
TeleCorp, separate account assets, the value of S&P 500 call options and the
investments held by our finance segment.
2000 1999 1998
---- ---- ----
(Dollars in millions)
Weighted average general account invested assets as defined:
As reported ................................................................. $24,009.7 $24,986.2 $25,598.4
Excluding unrealized appreciation (depreciation) (a)......................... 25,461.3 25,785.6 25,273.2
Net investment income on general account invested assets............................ 1,882.7 1,959.6 1,920.2
Yields earned:
As reported.................................................................. 7.8% 7.8% 7.5%
Excluding unrealized appreciation (depreciation) (a) ........................ 7.4% 7.6% 7.6%
- --------------------
(a) Excludes the effect of reporting fixed maturities at fair value as
described in note 1 to the consolidated financial statements.
Although investment income is a significant component of total revenues,
the profitability of certain of our insurance products is determined primarily
by the spreads between the interest rates we earn and the rates we credit or
accrue to our insurance liabilities. At December 31, 2000, the average yield,
computed on the cost basis of our actively managed fixed maturity portfolio, was
7.2 percent, and the average interest rate credited or accruing to our total
insurance liabilities (excluding interest rate bonuses for the first policy year
only and excluding the effect of credited rates attributable to variable or
equity-indexed products) was 4.9 percent.
Actively managed fixed maturities
Our actively managed fixed maturity portfolio at December 31, 2000,
included primarily debt securities of the United States government, public
utilities and other corporations, and mortgage-backed securities.
Mortgage-backed securities included collateralized mortgage obligations ("CMOs")
and mortgage-backed pass-through securities.
38
At December 31, 2000, our fixed maturity portfolio had $147.1 million of
unrealized gains and $1,322.2 million of unrealized losses, for a net unrealized
loss of $1,175.1 million. Estimated fair values for fixed maturity investments
were determined based on: (i) estimates from nationally recognized pricing
services (85 percent of the portfolio); (ii) broker- dealer market makers (1
percent of the portfolio); and (iii) internally developed methods (14 percent of
the portfolio).
At December 31, 2000, approximately 7.6 percent of our invested assets
(8.7 percent of fixed maturity investments) were fixed maturities rated
below-investment grade by nationally recognized statistical rating organizations
(or, if not rated by such firms, with ratings below Class 2 assigned by the
NAIC). We plan to maintain approximately the present level of
below-investment-grade fixed maturities. These securities generally have greater
risks than other corporate debt investments, including risk of loss upon default
by the borrower, and are often unsecured and subordinated to other creditors.
Below-investment-grade issuers usually have higher levels of indebtedness and
are more sensitive to adverse economic conditions, such as recession or
increasing interest rates, than are investment-grade issuers. We are aware of
these risks and monitor our below-investment-grade securities closely. At
December 31, 2000, our below-investment-grade fixed maturity investments had an
amortized cost of $2,407.7 million and an estimated fair value of $1,887.9
million.
We periodically evaluate the creditworthiness of each issuer whose
securities we hold. We pay special attention to those securities whose market
values have declined materially for reasons other than changes in interest rates
or other general market conditions. We evaluate the realizable value of the
investment, the specific condition of the issuer and the issuer's ability to
comply with the material terms of the security. Information reviewed may include
the recent operational results and financial position of the issuer, information
about its industry, recent press releases and other information. Conseco employs
a staff of experienced securities analysts in a variety of specialty areas.
Among their responsibilities, this staff is charged with compiling and reviewing
such information. If evidence does not exist to support a realizable value equal
to or greater than the carrying value of the investment, and such decline in
market value is determined to be other than temporary, we reduce the carrying
amount to its net realizable value, which becomes the new cost basis; we report
the amount of the reduction as a realized loss. We recognize any recovery of
such reductions in the cost basis of an investment only upon the sale, repayment
or other disposition of the investment. In 2000, we recorded writedowns of fixed
maturity investments, equity securities and other invested assets totaling
$189.3 million. Our investment portfolio is subject to the risks of further
declines in realizable value. However, we attempt to mitigate this risk through
the diversification and active management of our portfolio.
As of December 31, 2000, our fixed maturity investments in substantive
default (i.e., in default due to nonpayment of interest or principal) or
technical default (i.e., in default, but not as to the payment of interest or
principal) had an amortized cost of $162.7 million and a carrying value of
$102.8 million. There were no other fixed maturity investments about which we
had serious doubts as to the ability of the issuer to comply on a timely basis
with the material terms of the instrument.
When a security defaults, our policy is to discontinue the accrual of
interest and eliminate all previous interest accruals, if we determine that such
amounts will not be ultimately realized in full. Investment income forgone due
to defaulted securities was $15.3 million and $8.7 million for the years ended
December 31, 2000 and 1999, respectively.
At December 31, 2000, fixed maturity investments included $7.3 billion of
mortgage-backed securities (or 34 percent of all fixed maturity securities).
CMOs are backed by pools of mortgages that are segregated into sections or
"tranches" that provide for reprioritizing of retirement of principal.
Pass-through securities receive principal and interest payments through their
regular pro rata share of the payments on the underlying mortgages backing the
securities. The yield characteristics of mortgage-backed securities differ from
those of traditional fixed-income securities. Interest and principal payments
for mortgage-backed securities occur more frequently, often monthly.
Mortgage-backed securities are subject to risks associated with variable
prepayments. Prepayment rates are influenced by a number of factors that cannot
be predicted with certainty, including: the relative sensitivity of the
underlying mortgages backing the assets to changes in interest rates; a variety
of economic, geographic and other factors; and the repayment priority of the
securities in the overall securitization structures.
In general, prepayments on the underlying mortgage loans and the
securities backed by these loans increase when prevailing interest rates decline
significantly relative to the interest rates on such loans. The yields on
mortgage-backed securities purchased at a discount to par will increase when the
underlying mortgages prepay faster than expected. The yields on mortgage-backed
securities purchased at a premium will decrease when they prepay faster than
expected. When interest rates decline, the proceeds from the prepayment of
mortgage-backed securities are likely to be reinvested at lower rates than we
were earning on the prepaid securities. When interest rates increase,
prepayments on mortgage-backed securities decrease, as fewer underlying
mortgages are refinanced. When this occurs, the average maturity and duration of
the mortgage-backed securities increase, which decreases the yield on
mortgage-backed securities purchased at a discount,
39
because the discount is realized as income at a slower rate, and increases the
yield on those purchased at a premium as a result of a decrease in the annual
amortization of the premium.
The following table sets forth the par value, amortized cost and
estimated fair value of mortgage-backed securities, summarized by interest rates
on the underlying collateral at December 31, 2000:
Par Amortized Estimated
value cost fair value
----- ---- ----------
(Dollars in millions)
Below 7 percent.............................................................. $4,366.5 $4,331.2 $4,290.0
7 percent - 8 percent........................................................ 1,936.6 1,926.0 1,944.4
8 percent - 9 percent........................................................ 445.1 445.9 451.3
9 percent and above.......................................................... 884.5 835.1 612.3
-------- -------- --------
Total mortgage-backed securities (a)............................... $7,632.7 $7,538.2 $7,298.0
======== ======== ========
- --------------------
(a) Includes below-investment grade mortgage-backed securities with an
amortized cost and estimated fair value of $744.0 million and $521.3
million, respectively.
The amortized cost and estimated fair value of mortgage-backed securities
at December 31, 2000, summarized by type of security, were as follows:
Estimated Fair Value
--------------------
% of
Amortized Fixed
Type Cost Amount Maturities
- ---- ---- ------ ----------
(Dollars in millions)
Pass-throughs and sequential and targeted amortization classes.............. $3,855.1 $3,848.2 18%
Planned amortization classes and accretion-directed bonds.................... 2,081.4 2,066.1 10
Commercial mortgage-backed securities........................................ 712.5 714.0 3
Subordinated classes and mezzanine tranches.................................. 851.0 631.0 3
Other........................................................................ 38.2 38.7 -
---------- ---------- ---
Total mortgage-backed securities (a).................................. $7,538.2 $7,298.0 34%
======== ======== ==
- --------------------
(a) Includes below-investment grade mortgage-backed securities with an
amortized cost and estimated fair value of $744.0 million and $521.3
million, respectively.
Pass-throughs and sequential and targeted amortization classes have
similar prepayment variability. Pass-throughs historically provide the best
liquidity in the mortgage-backed securities market. Pass-throughs are also used
frequently in the dollar roll market and can be used as the collateral when
creating collateralized mortgage obligations. Sequential classes are a series of
tranches that return principal to the holders in sequence. Targeted amortization
classes offer slightly better structure in return of principal than sequentials
when prepayment speeds are close to the speed at the time of creation.
Planned amortization classes and accretion-directed bonds are some of the
most stable and liquid instruments in the mortgage-backed securities market.
Planned amortization class bonds adhere to a fixed schedule of principal
payments as long as the underlying mortgage collateral experiences prepayments
within a certain range. Changes in prepayment rates are first absorbed by
support or companion classes. This insulates the planned amortization class from
the consequences of both faster prepayments (average life shortening) and slower
prepayments (average life extension).
Commercial mortgage-backed securities ("CMBS") are bonds secured by
commercial real estate mortgages. Commercial real estate encompasses income
producing properties that are managed for economic profit. Property types
include multi-family dwellings including apartments, retail centers, hotels,
restaurants, hospitals, nursing homes, warehouses, and office buildings. The
CMBS market currently offers high yields, strong credits, and call protection
compared to similar rated corporate bonds. Most CMBS have strong call protection
features where borrowers are locked out from prepaying their mortgages for a
stated period of time. If the borrower does prepay any or all of the loan, they
will be required to pay prepayment penalties.
40
Subordinated and mezzanine tranches are classes that provide credit
enhancement to the senior tranches. The rating agencies require that this credit
enhancement not deteriorate due to prepayments for a period of time, usually
five years of complete lockout followed by another period of time where
prepayments are shared pro rata with senior tranches. The credit risk of
subordinated and mezzanine tranches is derived from owning a small percentage of
the mortgage collateral, while bearing a majority of the risk of loss due to
property owner defaults. Subordinated bonds can be rated "AA" or lower. We
typically do not buy subordinated or mezzanine bonds that are rated lower than
"BB". This class also includes our investments in other asset-backed securities
that are mortgage related (manufactured housing and home equity loans). The
amortized cost and estimated fair value of these other asset-backed securities
was $716.8 million and $494.6 million, respectively, at December 31, 2000.
During 2000, we sold $7.0 billion of investments (primarily fixed
maturities), resulting in $140.5 million of investment gains and $205.8 million
of investment losses (both before related expenses, amortization and taxes).
Such securities were sold in response to changes in the investment environment,
which created opportunities to enhance the total return of the investment
portfolio without adversely affecting the quality of the portfolio or the
matching of expected maturities of assets and liabilities. As discussed in the
notes to the consolidated financial statements, the realization of gains and
losses affects the timing of the amortization of the cost of policies produced
and the cost of policies purchased related to universal life and investment
products.
Venture capital investment in TeleCorp
Our venture capital investment in TeleCorp was made by our subsidiary
which engages in venture capital investment activity. TeleCorp is a company in
the wireless communication business. At the time we purchased this investment,
we believed it had high growth or appreciation potential. Our investment in
TeleCorp is carried at estimated fair value, with changes in fair value
recognized as investment income. Since there are restrictions on our ability to
sell this investment , we adjust the quoted market price to produce an estimate
of the attainable fair value. At December 31, 2000, we held 17.2 million common
shares of TeleCorp. The market values of many companies in TeleCorp's business
sector have been subject to market valuation volatility in recent periods. We
recognized venture capital investment income (loss) of $(199.5) million in 2000
and $354.8 million in 1999, primarily related to this investment.
Other investments
At December 31, 2000, we held mortgage loan investments with a carrying
value of $1,238.6 million (or 5.0 percent of total invested assets) and a fair
value of $1,197.7 million. Mortgage loans were substantially comprised of
commercial loans. Noncurrent mortgage loans were insignificant at December 31,
2000. Realized losses on mortgage loans were not significant in any of the past
three years. At December 31, 2000, we had a mortgage loan loss reserve of $3.8
million. Approximately 8 percent of the mortgage loans were on properties
located in Ohio, 8 percent in New York, 7 percent in Florida, 7 percent in
Pennsylvania, 7 percent in Texas and 6 percent in California. No other state
accounted for more than 5 percent of the mortgage loan balance.
At December 31, 2000, we held $15.0 million of trading securities; they
are included in other invested assets. Trading securities are investments we
intend to sell in the near term. We carry trading securities at estimated fair
value; changes in fair value are reflected in the statement of operations.
Other invested assets also include: (i) S&P 500 Call Options; and (ii)
certain nontraditional investments, including investments in limited
partnerships, mineral rights and promissory notes.
As part of our investment strategy, we enter into reverse repurchase
agreements and dollar-roll transactions to increase our return on investments
and improve our liquidity. Reverse repurchase agreements involve a sale of
securities and an agreement to repurchase the same securities at a later date at
an agreed-upon price. Dollar rolls are similar to reverse repurchase agreements
except that the repurchase involves securities that are only substantially the
same as the securities sold. We enhance our investment yield by investing the
proceeds from the sales in short-term securities pending the contractual
repurchase of the securities at discounted prices in the forward market. We are
able to engage in such transactions due to the market demand for mortgage-backed
securities to form CMOs. Such investment borrowings averaged $324.4 million
during 2000 and were collateralized by investment securities with fair values
approximately equal to the loan value. The weighted average interest rate on
such borrowings was 5.7 percent in 2000. The primary risk associated with
short-term collateralized borrowings is that the counterparty might be unable to
perform under the terms of the contract. Our exposure is limited to the excess
of the net replacement cost of the securities over the value of the short- term
investments (which was not material at December 31, 2000). We believe that the
counterparties to our reverse repurchase and dollar-roll agreements are
financially responsible and that counterparty risk is minimal.
41
FINANCE RECEIVABLES, INTEREST-ONLY SECURITIES AND SERVICING RIGHTS OF
FINANCE SUBSIDIARIES
Finance receivables
Finance receivables, including receivables which serve as collateral for
the notes issued to investors in securitization trusts of $12,622.8 million and
$4,730.5 million at December 31, 2000 and 1999, respectively, summarized by
type, were as follows:
December 31,
---------------------
2000 1999
---- ----
(Dollars in millions)
Continuing lines:
Manufactured housing............................................................... $ 5,865.1 $1,748.8
Mortgage services.................................................................. 6,499.1 3,354.3
Retail credit...................................................................... 1,763.9 867.8
Floorplan.......................................................................... 637.0 1,239.7
--------- --------
14,765.1 7,210.6
Less allowance for credit losses................................................... 261.9 43.2
--------- --------
Net finance receivables - for continuing lines................................... 14,503.2 7,167.4
--------- --------
Discontinued lines:
Consumer finance................................................................... 822.4 421.1
Transportation..................................................................... 137.8 919.7
Vendor finance..................................................................... 862.3 639.4
Park construction.................................................................. 131.2 188.7
Other.............................................................................. 75.8 543.5
--------- --------
2,029.5 2,712.4
Less allowance for credit losses................................................... 44.9 45.2
--------- --------
Net finance receivables - for discontinued lines................................. 1,984.6 2,667.2
--------- --------
Total finance receivables........................................................ $16,487.8 $9,834.6
========= ========
Subsequent to September 8, 1999, we no longer structure our
securitizations in a manner that results in recording a sale of the loans.
Instead, we are using the portfolio method (the accounting method required for
securitizations which are structured as secured borrowings) to account for
securitization transactions structured after that date. Our securitizations are
now structured in a manner that requires them to be accounted for under the
portfolio method, whereby the loans and securitization debt are held on our
balance sheet, pursuant to Financial Accounting Standards Board Statement No.
125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities" ("SFAS 125").
For loans we finance through securitizations, this change, and the
resulting use of the portfolio method of accounting, has no effect on the total
profit we recognize over the life of each new loan, but does change the timing
of profit recognition. Under the portfolio method, we recognize earnings over
the life of a new loan as it generates interest. As a result, our reported
earnings from each new loan under the portfolio method are lower in the period
it is securitized (compared to our historical method) and higher in later
periods, as interest is earned on the loan.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 140, "Accounting for the Transfer and
Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS 140")
which is a replacement of SFAS 125, and a related implementation guide. SFAS 140
and the implementation guide have changed the criteria that must be met for
securitization transactions to be recorded under the portfolio method. We do not
believe we will need to make any significant changes to our securitization
structures to meet the new criteria which are effective for securitization
transactions completed after March 31, 2001.
The securitizations structured prior to our September 8, 1999,
announcement met the applicable criteria to be accounted for as sales. At the
time the loans were securitized and sold, we recognized a gain and recorded our
retained
42
interest represented by the interest-only security. The interest-only security
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) contractual servicing
fees. In some of those securitizations, we also retained certain lower-rated
securities that are senior in payment priority to the interest-only securities.
Such retained securities had a par value, fair market value and amortized cost
of $769.8 million, $494.6 million and $716.8 million, respectively, at December
31, 2000, and were classified as actively managed fixed maturity securities.
During 1999 and 1998, the Company sold $9.7 billion and $13.4 billion,
respectively, of finance receivables in various securitized transactions and
recognized gains of $550.6 million and $745.0 million, respectively. During
2000, we recognized no gain on sale related to securitized transactions. The
gains recognized were dependent in part on the previous carrying amount of the
finance receivables included in the securitization transactions, allocated
between the assets sold and our retained interests based on their relative fair
value at the date of transfer. To obtain fair values, quoted market prices are
used if available. However, quotes are generally not available for retained
interests, so we estimated the fair values based on the present value of future
expected cash flows using our best estimates of the key assumptions - credit
losses, prepayment speeds, forward yield curves, and discount rates commensurate
with the risks involved.
We service for a fee all of the finance receivables we previously sold in
securitization transactions accounted for as sales. We collect, in the special
purpose securitization entity, loan payments, and where applicable, other
payments from borrowers and remit principal and interest payments to holders of
the securities backed by the finance receivables we have sold. The cash
applicable to the servicing fee and residual interest is remitted from the
special purpose entity to the Company, after payment of all required principal
and interest.
Managed finance receivables by loan type were as follows:
December 31,
------------------
2000 1999
---- ----
(Dollars in millions)
Continuing lines:
Fixed term............................................................ $39,837.4 $37,012.9
Revolving credit...................................................... 3,030.7 3,892.8
Discontinued lines....................................................... 3,717.8 4,885.7
---------- ---------
Total............................................................... $46,585.9 $45,791.4
========= =========
Number of contracts serviced:
Fixed term contracts - continuing lines............................... 1,108,000 1,095,000
Revolving credit accounts - continuing lines.......................... 972,000 1,626,000
Discontinued lines.................................................... 463,000 687,000
--------- ---------
Total............................................................... 2,543,000 3,408,000
========= =========
At December 31, 2000, no single state accounted for more than 8 percent
of the contracts we serviced. In addition, no single contractor, dealer or
vendor accounted for more than one percent of the total contracts we originated.
Credit quality of managed finance receivables was as follows:
December 31,
---------------------
2000 1999
---- ----
60-days-and-over delinquencies as a percentage of managed finance
receivables at period end:
Manufactured housing.................................................... 2.20% 1.57%
Mortgage services....................................................... .93 1.00
Retail credit........................................................... 3.04 3.02
Floorplan............................................................... .31 .07
Total continuing lines................................................ 1.78 1.36
Total discontinued lines................................................ 1.47 1.72
Total................................................................. 1.76% 1.42%
43
Net credit losses incurred during the last twelve months as a percentage
of average managed finance receivables during the period:
Manufactured housing.................................................... 1.61% 1.25%
Mortgage services....................................................... 1.17 .99
Retail credit........................................................... 5.30 4.33
Floorplan............................................................... .31 .17
Total continuing lines................................................ 1.55 1.20
Total discontinued lines................................................ 3.89 1.97
Total................................................................. 1.79% 1.31%
Repossessed collateral inventory as a percentage of managed finance
receivables at period end:
Manufactured housing.................................................... 1.73% 1.09%
Mortgage services....................................................... 2.97 2.29
Floorplan............................................................... .44 .07
Total continuing lines................................................ 2.00 1.36
Total discontinued lines................................................ 2.96 1.18
Total................................................................. 2.08% 1.34%
These ratios increased during 2000 primarily as a result of: (i) the
increases in delinquencies and credit losses as the portfolios age; (ii) changes
in the mix of managed receivables; and (iii) underlying loss experience. Such
underlying delinquency and loss experience deteriorated after the proposed sale
of our finance segment was announced. We believe that our employees' concerns
about their future significantly affected the collection function. Our
delinquency rates have leveled off in January 2001 and decreased in February
2001.
Interest-only securities
Interest-only securities represent interests we retained in
securitization transactions structured prior to September 8, 1999, and are
carried at estimated fair value. On a quarterly basis, we estimate the fair
value of these securities by discounting the projected future cash flows using
current assumptions. If we determine that the differences between the estimated
fair value and the book value of these securities is a temporary difference we
adjust shareholders' equity. At December 31, 2000, this adjustment increased the
carrying value of the interest-only securities by $1.7 million to $432.9
million. Declines in value are considered to be other than temporary when: (i)
the fair value of the security is less than its carrying value; and (ii) the
timing and/or amount of cash expected to be received from the security has
changed adversely from the previous valuation which determined the carrying
value of the security. When both occur, the security is written down to fair
value.
We recognized impairment charges of $515.7 million ($324.9 million after
tax) in 2000, $554.3 million ($349.2 million after tax) in 1999 and $549.4
million ($355.8 million after tax) in 1998 to reduce the book value of
interest-only securities and servicing rights as described above under "Finance
Operations."
Based on our current assumptions and expectations as to future events
related to the loans underlying our interest- only securities, we estimate
receiving cash from these securities of $15 million in 2001, $115 million in
2002, $140 million in 2003, $85 million in 2004, $65 million in 2005, and $630
million in all years thereafter. We have projected lower cash flows from our
interest-only securities in 2001, reflecting our assumption that the adverse
loss experience in 2000 will continue into 2001 and then improve over time. As a
result of these assumptions, we project that payments related to guarantees
issued in conjunction with the sales of certain finance receivables will exceed
the amounts paid in previous periods. These projected payments are considered in
the projected cash flows we use to value our interest-only securities. See note
8 to the consolidated financial statements for additional information about the
guarantees.
CONSOLIDATED FINANCIAL CONDITION
Changes in the consolidated balance sheet of 2000 compared with 1999
Changes in the consolidated balance sheet at December 31, 2000, compared
to 1999, reflect: (i) our operating results; (ii) our origination of finance
receivables; (iii) the transfer of finance receivables to securitization trusts
and sale of notes to investors in transactions accounted for as secured
borrowings; (iv) the sale of finance receivables to Lehman; (v) the sale of
assets of our subprime automobile, bankcard and transportation businesses; (vi)
changes in the fair value of actively managed fixed maturity securities and
interest-only securities; and (vii) various financing and restructuring
transactions described in the notes to the consolidated financial statements.
In accordance with GAAP, we record our actively managed fixed maturity
investments, interest-only securities, equity securities and certain other
invested assets at estimated fair value with any unrealized gain or loss, net of
tax and related adjustments, recorded as a component of shareholders' equity. At
December 31, 2000, we decreased the carrying
44
value of such investments by $1,241.9 million as a result of this fair value
adjustment. The fair value adjustment resulted in a $1,504.3 million decrease in
carrying value at year-end 1999.
Total capital shown below excludes debt of the finance segment used to
fund finance receivables. Total capital, before the fair value adjustment
recorded in accumulated other comprehensive loss, decreased $1,106.8 million, or
8.1 percent, to $12.5 billion. The decrease is primarily due to our operating
results for 2000.
2000 1999
---- ----
(Dollars in millions)
Total capital, excluding accumulated other comprehensive loss:
Corporate notes payable and commercial paper....................... $ 5,055.0 $ 4,624.2
Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts................................. 2,403.9 2,639.1
Shareholders' equity:
Preferred stock................................................. 486.8 478.4
Common stock and additional paid-in capital..................... 2,911.8 2,987.1
Retained earnings............................................... 1,626.8 2,862.3
--------- ---------
Total shareholders' equity, excluding accumulated
other comprehensive loss.................................. 5,025.4 6,327.8
--------- ---------
Total capital, excluding accumulated other
comprehensive loss........................................ 12,484.3 13,591.1
Accumulated other comprehensive loss............................ (651.0) (771.6)
--------- ---------
Total capital................................................ $11,833.3 $12,819.5
========= =========
Corporate notes payable and commercial paper increased $430.8 million
during 2000. Increases were primarily due to: (i) the settlement of a forward
contract described in note 10 to the accompanying consolidated financial
statements; (ii) the redemption of $250 million par value of Company-obligated
mandatorily redeemable preferred securities of subsidiary trusts; (iii) the
acquisition of a long-term care insurance marketing organization for $32.9
million; (iv) cash required for special charges of $216.3 million; and (v) an
increase in cash and cash equivalents held at the parent company of
approximately $374 million. These increases were reduced by the actions
completed during 2000 to generate cash in order to reduce corporate debt.
Through December 31, 2000, we have completed transactions which generated cash
proceeds in excess of $1.0 billion (see note 1 to the consolidated financial
statements).
Shareholders' equity, excluding accumulated other comprehensive loss,
decreased by $1.3 billion in 2000, to $5.0 billion. Significant components of
the decrease included: (i) our net loss of $1,191.2 million; (ii) the settlement
of the forward contract and repurchases of common stock of $102.9 million; and
(iii) $44.3 million of common and preferred stock dividends. These decreases
were partially offset by the issuance of warrants of $21.0 million. The
accumulated other comprehensive loss decreased by $120.6 million principally
related to the increase in the fair value of our insurance companies' investment
portfolio.
Book value per common share outstanding decreased to $11.95 at December
31, 2000, from $15.50 a year earlier. Such change was primarily attributable to
the factors discussed in the previous paragraph. Excluding accumulated other
comprehensive loss, book value per common share outstanding decreased to $13.95
at December 31, 2000, from $17.85 a year earlier.
Goodwill (representing the excess of the amounts we paid to acquire
companies over the fair value of net assets acquired in transactions accounted
for as purchases) was $3,800.8 million and $3,927.8 million at December 31, 2000
and 1999, respectively. Goodwill as a percentage of shareholders' equity was 87
percent and 71 percent at December 31, 2000 and 1999, respectively. Goodwill as
a percentage of total capital, excluding other comprehensive loss, was 30
percent and 29 percent at December 31, 2000 and 1999, respectively. We believe
that the life of our goodwill is indeterminable and, therefore, have generally
amortized its balance over 40 years as permitted by generally accepted
accounting principles. Amortization of goodwill totaled $112.5 million, $110.1
million, and $106.2 million during 2000, 1999 and 1998,
45
respectively. If we had determined the estimated useful life of our goodwill was
less than 40 years, amortization expense would have been higher.
We continually monitor the value of our goodwill based on our best
estimates of future earnings considering all available evidence. We determine
whether goodwill is fully recoverable from projected undiscounted net cash flows
from earnings of the business acquired over the remaining amortization period.
At December 31, 2000, goodwill is also recoverable from projected net cash flows
from estimated earnings (including earnings on projected amounts of new business
consistent with the Company's business plan), discounted at rates we believe are
appropriate for the business. If we were to determine that changes in
undiscounted 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.
Cash flows considered in such an analysis are those of the business acquired, if
separately identifiable, or the product line of the business acquired, if such
earnings are not separately identifiable. During 2000, we recognized a special
charge and reduced goodwill by $20.3 million, representing the difference
between: (i) the carrying value of the net assets of the vendor services
financing business; and (ii) the anticipated proceeds from the sale of such
business, which was completed in the first quarter of 2001.
46
Financial ratios
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
Book value per common share:
As reported.........................................................$11.95 $15.50 $16.37 $16.45 $13.47
Excluding accumulated other comprehensive income (loss) (a)......... 13.95 17.85 16.46 15.80 13.34
Ratio of earnings to fixed charges:
As reported......................................................... (f) 2.98x 3.30x 5.55x 4.85x
Excluding interest expense on direct third party debt of
Conseco Finance and investment borrowings (b)..................... (f) 5.27x 6.30x 13.00x 7.80x
Ratio of operating earnings to fixed charges (c):
As reported....................................................... 1.26x 4.26x 4.89x 6.09x 4.73x
Excluding interest expense on direct third party
debt of Conseco Finance and investment borrowings (b)........... 1.84x 8.04x 9.98x 14.43x 7.60x
Ratio of earnings to fixed charges, preferred dividends
and distributions on Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts:
As reported..................................................... (g) 2.20x 2.47x 4.10x 3.74x
Excluding interest expense on direct third party
debt of Conseco Finance and investment borrowings (b)......... (g) 2.98x 3.55x 6.72x 5.11x
Ratio of operating earnings to fixed charges, preferred
preferred securities of subsidiary distributions on
Company-obligated mandatorily redeemable preferred securities
of subsidiary trusts (c):
As reported.............................................. 1.09x 3.14x 3.66x 4.49x 3.65x
Excluding interest expense on debt direct third party
debt of Conseco Finance and investment borrowings (b)......... 1.21x 4.55x 5.62x 7.45x 4.98x
Rating agency ratios (a) (d) (e):
Corporate debt to total capital..................................... 40% 34% 34% 27% 18%
Corporate debt and Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts to total capital........ 60% 54% 53% 43% 28%
- ---------------
(a) Excludes accumulated other comprehensive income (loss).
(b) We include these ratios to assist you in analyzing the impact of interest
expense on debt related to finance receivables and other investments (which
is generally offset by interest earned on finance receivables and other
investments financed by such debt). Such ratios are not intended to, and do
not, represent the following ratios prepared in accordance with GAAP: the
ratio of earnings and operating earnings to fixed charges; and the ratio of
earnings and operating earnings to fixed charges, preferred dividends and
distributions on Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts.
(c) Such ratios exclude the following items from earnings: (i) net investment
gains (losses)(less that portion of amortization of cost of policies
purchased and cost of policies produced and income taxes relating to such
gains (losses)); (ii) the venture capital income (loss) related to our
investment in TeleCorp; (iii) special items not related to the continuing
operations of our businesses (including impairment charges to reduce the
value of interest-only securities and servicing rights, special charges and
the provision for losses related to loan guarantees); and (iv) the net
income (loss) related to the major medical lines of business we intend to
sell. Operating earnings are determined by adjusting GAAP net income for
the above mentioned items. While these items may be significant components
in understanding and assessing our consolidated financial performance, we
believe that the presentation of operating earnings enhances the
understanding of our results of operations by highlighting net income
attributable to the normal, recurring operations of the business and by
excluding events that materially distort trends in net income.
These ratios are not intended to, and do not, represent the following
ratios prepared in accordance with GAAP: the ratio of earnings to fixed
charges; and the ratio of earnings to fixed charges, preferred dividends
and distributions on Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts.
47
(d) Excludes direct debt of the finance segment used to fund finance
receivables and investment borrowings of the insurance segment.
(e) These ratios are calculated in a manner discussed with rating agencies.
(f) For such ratios, adjusted earnings were $1,361.8 million less than fixed
charges. Adjusted earnings for the year ended December 31, 2000, included:
(i) special and impairment charges of $1,215.0 million; and (ii) provision
for losses related to loan guarantees of $231.5 million, as described in
greater detail in the notes to the accompanying consolidated financial
statements.
(g) For such ratios, adjusted earnings were $1,602.4 million less than fixed
charges. Adjusted earnings for the year ended December 31, 2000, included:
(i) special and impairment charges of $1,215.0 million; and (ii) provision
for losses related to loan guarantees of $231.5 million, as described in
greater detail in the notes to the accompanying consolidated financial
statements.
Liquidity for insurance and fee-based operations
Our insurance operating companies generally receive adequate cash flow
from premium collections and investment income to meet their obligations. Life
insurance and annuity liabilities are generally long-term in nature.
Policyholders may, however, withdraw funds or surrender their policies, subject
to any applicable surrender and withdrawal penalty provisions. We seek to
balance the duration of our invested assets with the estimated duration of
benefit payments arising from contract liabilities.
Only a small portion of our insurance liabilities have a time for
contractual payment; the majority of such liabilities are payable upon
occurrence of the insured event or upon surrender. Of our total insurance
liabilities at December 31, 2000, approximately 19 percent could be surrendered
by the policyholder without a penalty. Approximately 60 percent could be
surrendered by the policyholder subject to penalty or the release of an
insurance liability in excess of surrender benefits paid. The remaining 21
percent do not provide a surrender benefit.
Approximately 45 percent of insurance liabilities were subject to
interest rates that may be reset annually; 30 percent have a fixed explicit
interest rate for the duration of the contract; 20 percent have credited rates
which approximate the income earned by the Company; and the remainder have no
explicit interest rate.
Insurance liabilities for interest-sensitive products by credited rate
(excluding interest rate bonuses for the first policy year only) at December 31,
2000 were as follows (dollars in millions):
Below 4.00 percent............................................................. $ 5,292.6 (a)
4.00 percent - 4.50 percent.................................................... 2,430.1
4.50 percent - 5.00 percent.................................................... 4,828.8
5.00 percent - 5.50 percent.................................................... 2,098.8
5.50 percent and above......................................................... 1,472.9
---------
Total insurance liabilities on interest-sensitive products............... $16,123.2
=========
- --------------------
(a) Includes liabilities related to our equity-indexed annuity product of
$2,642.5 million. The accumulation value of these annuities is credited
with interest at an annual guaranteed minimum rate of 3 percent (or,
including the effect of applicable sales loads, a 1.7 percent compound
average interest rate over the term of the contract). These annuities
provide for potentially higher returns based on a percentage of the change
in the S&P 500 Index during each year of their term. We purchase S&P 500
Call Options in an effort to hedge increases to insurance liabilities
resulting from increases in the S&P 500 Index.
We believe that the diversity of our investment portfolio and the
concentration of investments in high-quality, liquid securities provide
sufficient liquidity to meet foreseeable cash requirements. At December 31,
2000, we held $.6 billion of cash and cash equivalents and $16.8 billion of
publicly traded investment grade bonds. Although there is no present need or
intent to dispose of such investments, our life insurance subsidiaries could
readily liquidate portions of their investments, if such a need arose. In
addition, investments could be used to facilitate borrowings under
reverse-repurchase agreements or dollar-roll transactions. Such borrowings have
been used by the life companies from time to time to increase their return on
investments and to improve liquidity.
48
Liquidity for finance operations
Our finance operations require cash to originate finance receivables. Our
primary sources of cash are: (i) the collection of receivable balances; (ii)
proceeds from the issuance of debt, certificate of deposits and securitization
of loans; and (iii) cash provided by operations. During the last six months of
2000, the finance segment significantly slowed the origination of finance
receivables to enhance net interest margins, to reduce the amount of cash
required for new loan originations, and to transfer cash to the parent company.
The most significant source of liquidity for our finance operations has
been our ability to finance the receivables we originate in the secondary
markets through loan securitizations. Under certain securitization structures,
we have provided a variety of credit enhancements, which have taken the form of
corporate guarantees (although we have not provided such guarantees during the
last six months of 2000), but have also included bank letters of credit, surety
bonds, cash deposits and over-collateralization or other equivalent collateral.
When choosing the appropriate structure for a securitization of loans, we
analyze the cash flows unique to each transaction, as well as its marketability
and projected economic value. The structure of each securitized transaction
depends, to a great extent, on conditions in the fixed-income markets at the
time the transaction is completed, as well as on cost considerations and the
availability and effectiveness of the various enhancement methods.
During 2000, we completed fourteen transactions, securitizing over $8.9
billion of finance receivables. We continue to be able to finance loans through:
(i) our warehouse and bank credit facilities; (ii) the sale of securities
through securitization transactions; and (iii) whole-loan sales.
The market for securities backed by receivables is a cost-effective
source of funds. Conditions in the credit markets during the last several years
resulted in less-attractive pricing of certain lower rated securities typically
included in loan securitization transactions. As a result, we chose to hold
rather than sell some of the securities in the securitization trusts,
particularly securities having corporate guarantee provisions.
Market conditions in the credit markets for loan securitizations and loan
sales change from time to time. For example, during certain periods of 1999, the
general levels of interest rates had increased on securities issued in
securitizations, causing us to incur higher interest costs on securitizations
completed during those periods. Changes in market conditions could affect the
interest rate spreads we earn on the loans we originate and the cash provided by
our finance operations. We adjust interest rates on our lending products to
strive to maintain our targeted spread in the current interest rate environment.
At December 31, 2000, we had $3.5 billion in master repurchase
agreements, commercial paper conduit facilities and other facilities with
various banking and investment banking firms for the purpose of financing our
consumer and commercial finance loan production. These facilities typically
provide financing of a certain percentage of the underlying collateral and are
subject to the availability of eligible collateral and, in many cases, the
willingness of the banking firms to continue to provide financing. Some of these
agreements provide for annual terms which are extended either quarterly or
semi-annually by mutual agreement of the parties for an additional annual term
based upon receipt of updated quarterly financial information. At December 31,
2000, we had borrowed $1.8 billion of the $3.5 billion available under such
agreements. The average interest rate incurred under such agreements during 2000
was 7.4 percent.
We continually investigate and pursue alternative and supplementary
methods to finance our lending operations. In late 1998, we began issuing
certificates of deposit through our bank subsidiary. At December 31, 2000, we
had $1,873.3 million of such deposits outstanding which are recorded as
liabilities related to certificates of deposit. The average annual rate paid on
these deposits was 6.7 percent during 2000.
Our finance segment generated cash flows from operating activities of
$472.9 million during 2000, compared to $624.0 million in 1999. Such cash flows
include cash received from the securitization trusts of $311.4 million in 2000
and $618.3 million in 1999, representing distribution of excess interest and
servicing fees.
Although we plan to continue to finance the receivables we originate
through loan securitizations subsequent to September 8, 1999, we will no longer
structure future securitizations in a manner that results in gain-on-sale
revenues. This change has not had any material effect on the amount or timing of
cash flows we receive, but the change required us to classify certain activities
differently on our cash flow statement (e.g., certain cash flows recorded as
"operating cash flows" under the gain-on-sale method must be recorded as
"investing activities" under the portfolio method and vice versa).
49
Independent rating agencies, financial institutions, analysts and other
interested parties monitor the leverage ratio of our finance segment. Such ratio
(calculated, as discussed with independent rating agencies, as the ratio of debt
to equity of our finance subsidiary calculated on a pro forma basis as if we had
accounted for the securitizations of our finance receivables as financing
transactions throughout the Company's history) was 21-to-1 at December 31, 2000
and 22-1 at December 31, 1999.
Liquidity of Conseco (parent company)
The parent company is a legal entity, separate and distinct from its
subsidiaries, and has no business operations. The parent company uses cash for:
(i) principal and interest payments on debt; (ii) dividends on mandatorily
redeemable preferred stock of subsidiary trusts; (iii) payments to subsidiary
trusts to be used for distributions on the Company-obligated mandatorily
redeemable preferred securities of subsidiary trusts; (iv) holding company
administrative expenses; (v) income taxes; and (vi) investments in subsidiaries
and other investments. The primary sources of cash to meet these obligations are
payments from our subsidiaries, including the statutorily permitted payments
from our life insurance subsidiaries in the form of: (i) fees for services
provided; (ii) tax sharing payments; (iii) dividend payments; and (iv) surplus
debenture interest and principal payments.
During 2000, the Company restructured its bank credit facilities. The
amended facilities include: (i) a $1.5 billion five year facility (the "$1.5
billion facility"); and (ii) other bank credit facilities due December 31, 2001
(the "near-term facilities"). The $1.5 billion facility is due December 31,
2003; however, subject to the absence of any default, the Company may further
extend its maturity to March 31, 2005, provided that: (i) Conseco pays an
extension fee of 3.5 percent of the amount extended; and (ii) cumulative
principal payments of at least $150 million have been paid by September 30, 2002
and at least $300 million by September 30, 2003.
The maturities of the direct debt of the parent company at December 31,
2000 (assuming the Company elects to extend the maturity date of $1.2 billion of
bank debt) were as follows (dollars in millions):
2001......................................................... $1,221.2
2002......................................................... 601.9
2003......................................................... 463.5
2004......................................................... 812.5
2005......................................................... 1,450.0
Thereafter................................................... 551.1
--------
Total par value at December 31, 2000................... $5,100.2
========
In amending our bank credit facilities, we agreed to the manner in which
the proceeds from asset sales and refinancing transactions would be used.
Through December 31, 2000, the $1,005.6 million of proceeds from such
transactions were used as follows: (i) $257.1 million was used to repay the
notes payable due 2003; (ii) $131.5 million was used to repay the 7.875% notes
due December 2000; (iii) $419.8 million was used to reduce the total borrowings
under our near-term facilities; (iv) $81.9 million was transferred to a
segregated cash account for the payment of debt; and (v) $115.3 million was
added to the general cash balance of the Company. Additional amounts have been
added to the segregated cash account for the payment of debt through March 1,
2001; its balance is now $402.3 million.
Pursuant to the amendment of our bank credit facilities, we have agreed
that any amounts received from asset sales or refinancing transactions occurring
after December 31, 2000 (with certain exceptions), would be used as follows: (i)
the first $13 million received may be retained by Conseco until we have cash on
hand of $330 million; (ii) of the next $512 million received, $73 million would
be used to reduce our near-term facilities and $439 million would be added to
the segregated cash account for the payment of public debt maturing in 2001;
(iii) the next $200 million received would be added to the segregated cash
account for the payment of debt maturing in 2001; (iv) the next available
proceeds would be applied 80 percent to reduce our near-term facilities, with
the remaining 20 percent retained by Conseco until we have cash on hand of $330
million, and then 100 percent to our near-term facilities until such facilities
have been paid in full; and (v) any subsequent proceeds would be applied: (a) 50
percent to repay the $1.5 billion facility and to fund a segregated cash account
to provide collateral for Conseco's guarantee related to the directors, officers
and key employee stock purchase program (based on the relative balance due under
each facility); and (b) the remaining 50 percent would be retained by Conseco.
No assurance can be provided as to the timing, proceeds, or other terms related
to any potential asset sale or financing transaction.
50
During 2000, the Company amended an agreement with Lehman related to
certain master repurchase agreements and a collateralized credit facility. Such
amendment significantly reduced the restrictions on intercompany payments from
Conseco Finance to Conseco as required by the previous agreement. In conjunction
with the amendment, Conseco agreed to convert $750 million principal balance of
its intercompany note due from Conseco Finance to $750 million stated value of
Conseco Finance 9 percent redeemable cumulative preferred stock (the
"intercompany preferred stock"). After such conversion and prepayments made
during 2000, the intercompany note had a balance of $786.7 million.
Pursuant to the amended agreement, Conseco Finance may make the following
payments to Conseco: (i) interest on the intercompany note; (ii) payments for
products and services provided by Conseco; and (iii) intercompany tax sharing
payments. Conseco Finance may also make the following payments to Conseco
provided the minimum liquidity requirements defined in the amended agreement are
met and the cash payments are applied in the order summarized: (i) unpaid
interest on the intercompany note; (ii) prepayments of principal on the
intercompany note or repayments of any increase to the intercompany receivable
balance; (iii) dividends on the intercompany preferred stock; (iv) redemption of
the intercompany preferred stock; and (v) common stock dividends. The liquidity
test of the amended agreement requires Conseco Finance to have minimum levels of
liquidity immediately both before and after giving effect to such payments to
Conseco. Liquidity, as defined, includes unrestricted cash and may include up to
$150 million of liquidity available at Conseco Finance's bank subsidiaries and
the aggregate amount available to be drawn under Conseco Finance's credit
facilities (where applicable, based on eligible excess collateral pledged to the
lender multiplied by the appropriate advance rate). The minimum liquidity must
equal or exceed $250 million, plus: (i) 50 percent of cash up to $100 million
generated by Conseco Finance subsequent to September 21, 2000; and (ii) 25
percent of cash generated by Conseco Finance in excess of $100 million, provided
the total minimum cash liquidity shall not exceed $350 million and the cash
generated by Conseco Finance (used in the calculation to increase the minimum)
will exclude operating cash flows and the net proceeds received from certain
asset sales and other events listed in the amended agreement (which are
consistent with the courses of actions we have previously announced).
The ability of our insurance subsidiaries to pay dividends is subject to
state insurance department regulations. These regulations generally permit
dividends to be paid from earned surplus of the insurance company for any
12-month period in amounts equal to the greater of (or in a few states, the
lesser of): (i) net gain from operations for the prior year; or (ii) 10 percent
of surplus as of the end of the preceding year. Any dividends in excess of these
levels require the approval of the director or commissioner of the applicable
state insurance department. After a deduction of $264.4 million of fees and
interest paid to Conseco in 2000, the remaining statutory earnings of our
insurance subsidiaries permit distributions to Conseco in 2001 of approximately
$162.3 million without the permission of regulatory authorities. During 2000,
our insurance subsidiaries paid dividends to Conseco totaling $178.0 million.
The ratings assigned to Conseco's senior debt, trust preferred securities
and commercial paper are important factors in determining the Company's ability
to access the public capital markets for additional liquidity. Following our
March 31, 2000, announcement that we planned to explore the sale of Conseco
Finance and other events described in note 9 the accompanying consolidated
financial statements entitled "Special Charges" and elsewhere herein, rating
agencies lowered their ratings on Conseco's senior debt, trust preferred
securities and commercial paper. As of November 7, 2000, the rating agencies had
assigned the following ratings: (i) Standard & Poor's has assigned a "BB-"
rating to Conseco's senior debt and a "B-" rating to trust preferred securities;
(ii) Fitch Rating Company has assigned a "BB-" rating to Conseco's senior debt
and a "B" rating to trust preferred securities; and (iii) Moody's Investor
Services has assigned a "B1" rating to Conseco's senior debt and a "caa" rating
to trust preferred securities. These ratings make it difficult for the Company
to issue additional securities in the public markets, although the Company does
not believe additional issuances will be necessary in the near future.
INFLATION
Inflation does not have a significant effect on our balance sheet; we
have minimal investments in property, equipment or inventories. To the extent
that interest rates may change to reflect inflation or inflation expectations,
there would be an effect on our balance sheet and operations. Lower interest
rates experienced in periods prior to 1999 have increased the value of our
investment in fixed maturities and may have increased the amount of new finance
receivables originated. These lower rates may also have made it more difficult
to issue new fixed rate annuities and may have accelerated prepayments of
finance receivables. Rising interest rates experienced in 2000 decreased the
value of our investments in fixed maturities and may have slowed the issuance of
new finance receivables and the prepayment of existing finance receivables.
Changes in interest rates can also affect the value of the finance receivables
we hold.
Medical cost inflation has had a significant impact on our supplemental
health operations. Generally, these costs have increased more rapidly than the
Consumer Price Index. Medical costs will likely continue to rise. The impact of
51
medical cost inflation on our operations depends on our ability to increase
premium rates. Such increases are subject to approval by state insurance
departments. We seek to price our new standardized supplement plans to reflect
the impact of these filings and the lengthening of the period required to
implement rate increases.
MARKET-SENSITIVE INSTRUMENTS AND RISK MANAGEMENT
Insurance and fee-based
We seek to invest our available funds in a manner that will maximize
shareholder value and fund future obligations to policyholders and debtors,
subject to appropriate risk considerations. We seek to meet this objective
through investments that: (i) have similar characteristics to the liabilities
they support; (ii) are diversified among industries, issuers and geographic
locations; and (iii) make up a predominantly investment-grade fixed maturity
securities portfolio. Many of our products incorporate surrender charges, market
interest rate adjustments or other features to encourage persistency.
We seek to maximize the total return on our investments through active
investment management. Accordingly, we have determined that our entire portfolio
of fixed maturity securities is available to be sold in response to: (i) changes
in market interest rates; (ii) changes in relative values of individual
securities and asset sectors; (iii) changes in prepayment risks; (iv) changes in
credit quality outlook for certain securities; (v) liquidity needs; and (vi)
other factors. From time to time, we invest in securities for trading purposes,
although such investments account for a relatively small portion of our total
portfolio.
The profitability of many of our products depends on the spreads between
the interest yield we earn on investments and the rates we credit on our
insurance liabilities. In addition, changes in competition and other factors,
including the impact of the level of surrenders and withdrawals, may limit our
ability to adjust or to maintain crediting rates at levels necessary to avoid
narrowing of spreads under certain market conditions. Approximately 45 percent
of our insurance liabilities were subject to interest rates that may be reset
annually; 30 percent have a fixed explicit interest rate for the duration of the
contract; 20 percent have credited rates which approximate the income earned by
the Company; and the remainder have no explicit interest rates. As of December
31, 2000, the average yield, computed on the cost basis of our investment
portfolio, was 7.2 percent, and the average interest rate credited or accruing
to our total insurance liabilities (excluding interest rate bonuses for the
first policy year only and excluding the effect of credited rates attributable
to variable or equity-indexed products) was 4.9 percent.
We use computer models to simulate the cash flows expected from our
existing insurance business under various interest rate scenarios. These
simulations help us to measure the potential gain or loss in fair value of our
interest rate- sensitive financial instruments. With such estimates, we seek to
closely match the duration of our assets to the duration of our liabilities.
When the estimated durations of assets and liabilities are similar, exposure to
interest rate risk is minimized because a change in the value of assets should
be largely offset by a change in the value of liabilities. At December 31, 2000,
the adjusted modified duration of our fixed maturity securities and short-term
investments was approximately 6.4 years and the duration of our insurance
liabilities was approximately 6.5 years. We estimate that our fixed maturity
securities and short-term investments (net of corresponding changes in the value
of cost of policies purchased, cost of policies produced and insurance
liabilities) would decline in fair value by approximately $590 million if
interest rates were to increase by 10 percent from their December 31, 2000
levels. This compares to a decline in fair value of $605 million based on
amounts and rates at December 31, 1999. 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 investment portfolio in reaction to such change. Consequently,
potential changes in value of our financial instruments indicated by the
simulations will likely be different from the actual changes experienced under
given interest rate scenarios, and the differences may be material. Because we
actively manage our investments and liabilities, our net exposure to interest
rates can vary over time.
The operations of the Company are subject to risk resulting from
fluctuations in market prices of our equity securities and venture-capital
investments. In general, these investments have more year-to-year price
variability than our fixed maturity investments. However, returns over longer
time frames have been consistently higher. We manage this risk by limiting our
equity securities and venture-capital investments to a relatively small portion
of our total investments.
Our investment in S&P 500 Call Options is closely matched with our
obligation to equity-indexed annuity holders. Market value changes associated
with that investment are substantially offset by an increase or decrease in the
amounts added to policyholder account balances for equity-indexed products.
52
Finance
We substantially reduce interest rate risk of our finance operations by
funding most of the loans we make through securitization transactions. The
finance receivables transferred in these transactions and the asset-backed
securities purchased by investors generally both have fixed rates. Principal
payments on the assets are passed 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.
Subsequent to September 8, 1999, we no longer structure the
securitizations of the loans we originate in a manner that results in
gain-on-sale revenues. Our new securitizations are being structured as secured
borrowings. Prior to September 8, 1999, we retained 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 and expected market
conditions and the expected effect of our actions to mitigate adverse
performance. Assumptions used as of December 31, 2000, 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 help 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 $30 million if interest rates were to decrease by 10
percent from their December 31, 2000 levels. This compares to a decline in fair
value of $72.4 million based on amounts and rates at December 31, 1999. 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. See the note to the consolidated financial
statement entitled "Finance Receivables and Interest-Only Securities" for a
summary of the Key economic assumptions used to determine the estimated fair
value of all of our retained interests in securitizations and the sensitivity of
the current fair value of cash flows to immediate 10 percent and 20 percent
changes in those assumptions.
We estimate that our finance receivables (including both "finance
receivables" and "finance receivables-securitized") would decline in fair value
by approximately $308.8 million if interest rates were to increase by 10 percent
from their December 31, 2000 levels. This compares to a decline in fair value of
$128.8 million based on amounts and rates at December 31, 1999. The increase in
the estimated decline corresponds with the increase to our finance receivable
balances.
Our finance receivables are primarily funded with the fixed rate
asset-backed securities purchased by investors in our securitizations and
floating-rate debt. Such borrowings included bank credit facilities, master
repurchase agreements and the notes payable related to securitized finance
receivables structured as collateralized borrowings ($9.8 billion of which was
at fixed rates and $5.1 billion of which was at floating rates). Based on the
interest rate exposure and prevalent rates at December 31, 2000, a relative 10
percent decrease in interest rates would increase the fair value of the finance
segment's fixed-rate borrowed capital by approximately $244.9 million. The
interest expense on this segment's floating-rate debt will fluctuate as
prevailing interest rates change.
Corporate
We manage the ratio of borrowed capital to total capital and the portion
of our outstanding capital subject to fixed and variable rates, taking into
consideration the current interest rate environment and other market conditions.
Our borrowed capital at December 31, 2000, included notes payable and
Company-obligated mandatorily redeemable preferred securities of subsidiary
trusts totaling $7.5 billion ($5.5 billion of which is at fixed rates and $2.0
billion of which is at floating rates). Based on the interest rate exposure and
prevalent rates at December 31, 2000, a relative 10 percent decrease in interest
rates would increase the fair value of our fixed-rate borrowed capital by
approximately $38 million. This compares to a $47 million increase based on our
borrowed capital and prevalent rates at December 31, 1999. Our interest expense
on floating-rate debt will fluctuate as prevailing interest rates change.
The fair value of our borrowed capital also varies with credit ratings
and other conditions in the capital markets. Following the events that occurred
during 2000 concerning plans to explore the sale of Conseco Finance and other
events
53
described elsewhere herein, the capital markets reacted by lowering the value of
our publicly traded securities. In addition, the capital markets have also
lowered the value of the securities issued in previous securitization
transactions of Conseco Finance.
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.
54
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
Index to Consolidated Financial Statements
Page
Report of Independent Accountants.......................................................................................56
Consolidated Balance Sheet at December 31, 2000 and 1999................................................................57
Consolidated Statement of Operations for the years ended
December 31, 2000, 1999 and 1998....................................................................................59
Consolidated Statement of Shareholders' Equity
for the years ended December 31, 2000, 1999 and 1998................................................................60
Consolidated Statement of Cash Flows for the years ended
December 31, 2000, 1999 and 1998....................................................................................63
Notes to Consolidated Financial Statements..............................................................................64
55
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
and Shareholders of
Conseco, Inc.
In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of operations, shareholders' equity and cash
flows present fairly, in all material respects, the financial position of
Conseco, Inc. and subsidiaries at December 31, 2000 and 1999, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America. 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 audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
As discussed in note 1 to the consolidated financial statements, the
Company adopted EITF Issue No. 99-20, "Recognition of Interest Income and
Impairment on Purchased and Retained Beneficial Interests in Securitized
Financial Assets" in 2000.
/s/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP
Indianapolis, Indiana
March 26, 2001
56
CONSECO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
December 31, 2000 and 1999
(Dollars in millions)
ASSETS
2000 1999
---- ----
Investments:
Actively managed fixed maturities at fair value (amortized cost:
2000 - $22,930.2; 1999 - $23,690.4)............................................. $21,755.1 $22,203.8
Interest-only securities at fair value (amortized cost: 2000 - $431.2;
1999 - $916.2).................................................................. 432.9 905.0
Equity securities at fair value (cost: 2000 - $286.8; 1999 - $323.7)............... 248.3 312.7
Mortgage loans..................................................................... 1,238.6 1,274.5
Policy loans....................................................................... 647.2 664.1
Venture capital investment in TeleCorp PCS, Inc.
(cost: 2000 and 1999 - $53.2)................................................... 258.6 430.1
Other invested assets ............................................................. 436.9 641.4
--------- ---------
Total investments............................................................ 25,017.6 26,431.6
Cash and cash equivalents:
Held by the parent company......................................................... 294.0 1.9
Held by the parent company for the payment of debt................................. 81.9 -
Held by subsidiaries............................................................... 1,287.7 1,685.0
Accrued investment income.............................................................. 467.1 436.0
Finance receivables.................................................................... 3,865.0 5,104.1
Finance receivables - securitized...................................................... 12,622.8 4,730.5
Cost of policies purchased............................................................. 1,954.8 2,258.5
Cost of policies produced.............................................................. 2,480.5 2,087.4
Reinsurance receivables................................................................ 669.4 728.6
Goodwill............................................................................... 3,800.8 3,927.8
Income tax assets...................................................................... 647.2 209.8
Assets held in separate accounts and investment trust.................................. 2,610.1 2,231.4
Cash held in segregated accounts for investors......................................... 551.3 853.0
Cash held in segregated accounts related to servicing agreements and
securitization transactions........................................................ 866.7 270.6
Other assets........................................................................... 1,372.3 1,229.7
--------- ---------
Total assets................................................................. $58,589.2 $52,185.9
========= =========
(continued on next page)
The accompanying notes are an integral part
of the consolidated financial statements.
57
CONSECO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET (Continued)
December 31, 2000 and 1999
(Dollars in millions)
LIABILITIES AND SHAREHOLDERS' EQUITY
2000 1999
---- ----
Liabilities:
Liabilities for insurance and asset accumulation products:
Interest-sensitive products..................................................... $16,123.2 $17,322.4
Traditional products............................................................ 7,875.1 7,537.3
Claims payable and other policyholder funds..................................... 1,026.1 1,042.3
Liabilities related to separate accounts and investment trust................... 2,610.1 2,231.4
Liabilities related to certificates of deposit.................................. 1,873.3 870.5
Investor payables.................................................................. 551.3 853.0
Other liabilities.................................................................. 1,565.5 1,498.7
Investment borrowings.............................................................. 219.8 828.9
Notes payable and commercial paper:
Direct corporate obligations.................................................... 5,055.0 4,624.2
Direct finance obligations:
Master repurchase agreements................................................. 1,802.4 1,620.9
Credit facility collateralized by retained interests in securitizations...... 590.0 499.0
Other borrowings............................................................. 418.5 420.2
Related to securitized finance receivables structured as collateralized
borrowings................................................................... 12,100.6 4,641.8
--------- ---------
Total liabilities.......................................................... 51,810.9 43,990.6
--------- ---------
Minority interest:
Company-obligated mandatorily redeemable preferred securities
of subsidiary trusts............................................................ 2,403.9 2,639.1
Shareholders' equity:
Preferred stock.................................................................... 486.8 478.4
Common stock and additional paid-in capital (no par value, 1,000,000,000 shares
authorized, shares issued and outstanding: 2000 - 325,318,457;
1999 - 327,678,638)............................................................. 2,911.8 2,987.1
Accumulated other comprehensive loss............................................... (651.0) (771.6)
Retained earnings.................................................................. 1,626.8 2,862.3
--------- ---------
Total shareholders' equity................................................. 4,374.4 5,556.2
--------- ---------
Total liabilities and shareholders' equity................................. $58,589.2 $52,185.9
========= =========
The accompanying notes are an integral part
of the consolidated financial statements.
58
CONSECO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
for the years ended December 31, 2000, 1999 and 1998
(Dollars in millions, except per share data)
2000 1999 1998
---- ---- ----
Revenues:
Insurance policy income............................................ $ 4,220.3 $4,040.5 $3,948.8
Net investment income.............................................. 3,920.4 3,411.4 2,506.5
Gain on sale of finance receivables................................ 7.5 550.6 745.0
Net investment gains (losses)...................................... (358.3) (156.2) 208.2
Fee revenue and other income....................................... 506.5 489.4 351.7
--------- -------- --------
Total revenues............................................. 8,296.4 8,335.7 7,760.2
--------- -------- --------
Benefits and expenses:
Insurance policy benefits.......................................... 4,071.0 3,815.9 3,580.5
Provision for losses............................................... 585.7 147.6 44.2
Interest expense................................................... 1,453.1 561.7 440.5
Amortization....................................................... 687.2 752.1 733.0
Other operating costs and expenses................................. 1,646.2 1,353.2 1,218.9
Special charges.................................................... 699.3 - 148.0
Impairment charges................................................. 515.7 554.3 549.4
--------- -------- --------
Total benefits and expenses................................. 9,658.2 7,184.8 6,714.5
--------- -------- --------
Income (loss) before income taxes, minority interest,
extraordinary charge and cumulative effect of
accounting change........................................ (1,361.8) 1,150.9 1,045.7
Income tax expense (benefit)........................................... (376.2) 423.1 445.6
--------- -------- --------
Income (loss) before minority interest, extraordinary
charge and cumulative effect of accounting change........ (985.6) 727.8 600.1
Minority interest:
Distributions on Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts, net of taxes......... 145.3 132.8 90.4
--------- -------- --------
Income (loss) before extraordinary charge and
cumulative effect of accounting change .................. (1,130.9) 595.0 509.7
Extraordinary charge on extinguishment of
debt, net of taxes................................................. 5.0 - 42.6
Cumulative effect of accounting change, net of taxes................... 55.3 - -
--------- -------- --------
Net income (loss)........................................... (1,191.2) 595.0 467.1
Preferred stock dividends.............................................. 11.0 1.5 7.8
--------- -------- --------
Net income (loss) applicable to common stock................ $(1,202.2) $ 593.5 $ 459.3
========= ======== ========
Earnings per common share:
Basic:
Weighted average shares outstanding........................... 325,953,000 324,635,000 311,785,000
Income (loss) before extraordinary charge and cumulative
effect of accounting change ................................ $(3.51) $1.83 $1.61
Extraordinary charge on extinguishment of debt................ (.01) - (.14)
Cumulative effect of accounting change........................ (.17) - -
------- ----- -----
Net income (loss)........................................... $(3.69) $1.83 $1.47
====== ===== =====
Diluted:
Weighted average shares outstanding........................... 325,953,000 332,893,000 332,701,000
Income (loss) before extraordinary charge and cumulative
effect of accounting change................................. $(3.51) $1.79 $1.53
Extraordinary charge on extinguishment of debt ............... (.01) - (.13)
Cumulative effect of accounting change........................ (.17) - -
------ ----- -----
Net income (loss)........................................... $(3.69) $1.79 $1.40
====== ===== =====
The accompanying notes are an integral part
of the consolidated financial statements.
59
CONSECO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
for the years ended December 31, 2000, 1999 and 1998
(Dollars in millions)
Common stock Accumulated other
Preferred and additional comprehensive Retained
Total stock paid-in capital income (loss) earnings
----- ----- --------------- ------------- --------
Balance, January 1, 1998 ................................. $5,213.9 $115.8 $2,619.8 $ 200.6 $2,277.7
Comprehensive income, net of tax:
Net income............................................. 467.1 - - - 467.1
Change in unrealized depreciation of investments
(net of applicable income tax benefit of $124.7)..... (229.0) - - (229.0) -
--------
Total comprehensive income....................... 238.1
Conversion of preferred stock into common shares....... - (10.3) 10.3 - -
Issuance of common shares for stock options and for
employee benefit plans............................... 158.1 - 158.1 - -
Tax benefit related to issuance of shares under
stock option plans................................... 63.1 - 63.1 - -
Conversion of convertible debentures into
common shares........................................ 67.4 - 67.4 - -
Issuance of warrants in conjunction with
financing transaction................................ 7.7 - 7.7 - -
Cost of shares acquired................................ (308.4) - (189.9) - (118.5)
Dividends on preferred stock........................... (7.8) - - - (7.8)
Dividends on common stock.............................. (158.5) - - - (158.5)
-------- ------ -------- ------- ---------
Balance, December 31, 1998................................ $5,273.6 $105.5 $2,736.5 $ (28.4) $2,460.0
(continued on following page)
The accompanying notes are an integral part
part of the consolidated financial statements.
60
CONSECO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY, continued
for the years ended December 31, 2000, 1999 and 1998
(Dollars in millions)
Common stock Accumulated other
Preferred and additional comprehensive Retained
Total stock paid-in capital income (loss) earnings
----- ----- --------------- ------------- --------
Balance, December 31, 1998 (carried forward
from prior page)....................................... $5,273.6 $105.5 $2,736.5 $ (28.4) $2,460.0
Comprehensive loss, net of tax:
Net income........................................... 595.0 595.0
Change in unrealized depreciation
of investments (net of applicable income tax
benefit of $427.4)................................. (743.2) - - (743.2) -
--------
Total comprehensive loss......................... (148.2)
Issuance of common shares.............................. 209.6 - 209.6 - -
Issuance of convertible preferred shares............... 478.4 478.4 - -
Tax benefit related to issuance of shares under
stock option plans................................... 25.0 - 25.0 - -
Conversion of preferred stock into common
shares............................................... - (105.5) 105.5 - -
Cost of shares acquired................................ (89.5) - (89.5) - -
Dividends on preferred stock........................... (1.5) - - - (1.5)
Dividends on common stock.............................. (191.2) - - - (191.2)
-------- ------- -------- ------- --------
Balance, December 31, 1999................................ $5,556.2 $ 478.4 $2,987.1 $(771.6) $2,862.3
(continued on following page)
The accompanying notes are an integral part
of the consolidated financial statements.
61
CONSECO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY, continued
for the years ended December 31, 2000, 1999 and 1998
(Dollars in millions)
Common stock Accumulated other
Preferred and additional comprehensive Retained
Total stock paid-in capital income (loss) earnings
----- ----- --------------- ------------- --------
Balance, December 31, 1999 (carried forward
from prior page).......................................$ 5,556.2 $478.4 $2,987.1 $(771.6) $ 2,862.3
Comprehensive loss, net of tax:
Net loss............................................. (1,191.2) - - - (1,191.2)
Change in unrealized depreciation
of investments (net of applicable income tax
expense of $72.0).................................. 120.6 - - 120.6 -
---------
Total comprehensive loss......................... (1,070.6)
Issuance of common shares for stock options and for
employee benefit plans............................... 6.6 - 6.6 - -
Issuance of convertible preferred shares............... 8.4 8.4 - - -
Issuance of warrants................................... 21.0 - 21.0 - -
Settlement of forward contract......................... (90.5) - (90.5) - -
Cost of shares acquired................................ (12.4) - (12.4) - -
Dividends on preferred stock........................... (11.0) - - - (11.0)
Dividends on common stock.............................. (33.3) - - - (33.3)
--------- ------ ------- ------- ---------
Balance, December 31, 2000................................$ 4,374.4 $486.8 $2,911.8 $(651.0) $ 1,626.8
========= ====== ======== ======= =========
The accompanying notes are an integral part
of the consolidated financial statements.
62
CONSECO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
for the years ended December 31, 2000, 1999 and 1998
(Dollars in millions)
2000 1999 1998
---- ---- ----
Cash flows from operating activities:
Insurance policy income............................................................. $ 3,886.6 $ 3,635.4 $ 3,378.5
Net investment income............................................................... 4,169.9 3,090.7 2,658.3
Points and origination fees......................................................... - 390.0 298.3
Fee revenue and other income........................................................ 522.1 499.9 371.6
Insurance policy benefits........................................................... (3,197.6) (2,894.5) (2,932.4)
Interest expense.................................................................... (1,331.6) (533.6) (453.6)
Policy acquisition costs............................................................ (794.2) (819.4) (790.3)
Special charges..................................................................... (216.3) (20.9) (93.7)
Other operating costs............................................................... (1,792.0) (1,306.3) (1,161.4)
Taxes............................................................................... (41.6) (252.7) (295.7)
----------- ---------- ----------
Net cash provided by operating activities....................................... 1,205.3 1,788.6 979.6
---------- ---------- ----------
Cash flows from investing activities:
Sales of investments................................................................ 6,987.5 15,811.6 30,708.4
Maturities and redemptions of investments........................................... 825.5 1,056.8 1,541.2
Purchases of investments............................................................ (7,952.6) (18,957.4) (32,040.0)
Cash received from the sale of finance receivables, net of expenses................. 2,501.2 9,516.6 13,303.6
Principal payments received on finance receivables.................................. 8,490.1 7,402.4 6,065.9
Finance receivables originated...................................................... (18,515.9) (24,650.5) (21,261.6)
Other............................................................................... (165.2) 36.8 (78.2)
---------- ---------- ----------
Net cash used by investing activities .......................................... (7,829.4) (9,783.7) (1,760.7)
---------- ---------- ----------
Cash flows from financing activities:
Amounts received for deposit products............................................... 4,966.7 3,935.0 3,127.4
Withdrawals from deposit products................................................... (4,545.9) (3,029.6) (2,763.2)
Issuance of notes payable and commercial paper...................................... 22,548.9 21,219.7 16,630.9
Payments on notes payable and commercial paper...................................... (14,416.2) (14,657.5) (15,522.5)
Change in cash held in restricted accounts for settlement of borrowings............. (689.7) (76.8) -
Investment borrowings............................................................... (609.1) (127.3) (433.3)
Issuance of Company-obligated mandatorily redeemable preferred securities of
subsidiary trusts................................................................. - 534.3 710.8
Repurchase of Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts................................................... (250.0) - -
Issuance of common and convertible preferred shares................................. .8 588.4 121.3
Payments for settlement of forward contract and to repurchase equity securities..... (102.6) (29.5) (257.4)
Dividends and distributions on Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts......................................... (302.1) (379.4) (282.9)
---------- ---------- ----------
Net cash provided by financing activities....................................... 6,600.8 7,977.3 1,331.1
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents............................ (23.3) (17.8) 550.0
Cash and cash equivalents, beginning of year........................................... 1,686.9 1,704.7 1,154.7
---------- ---------- ----------
Cash and cash equivalents, end of year................................................. $ 1,663.6 $ 1,686.9 $ 1,704.7
========== ========== ==========
The accompanying notes are an integral part
of the consolidated financial statements.
63
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
Description of Business
Conseco, Inc. ("we", "Conseco" or the "Company") is a financial services
holding company with subsidiaries operating throughout the United States. Our
insurance subsidiaries develop, market and administer supplemental health
insurance, annuity, individual life insurance and other insurance products. Our
finance subsidiaries originate, securitize and service manufactured housing,
home equity, retail credit and floorplan loans. Conseco's operating strategy is
to grow its business by focusing its resources on the development and expansion
of profitable products and strong distribution channels, to seek to achieve
superior investment returns through active asset management and to control
expenses.
During 2000, we announced several courses of action with respect to
Conseco Finance Corp. ("Conseco Finance", formerly Green Tree Financial
Corporation prior to its name change in November 1999), a wholly owned
subsidiary of Conseco, as well as our intent to sell our individual and group
major medical insurance lines and certain non-strategic assets held at the
parent company level. These actions are designed to reduce parent company debt
over time and are an integral part of the restructuring of the bank debt which
occurred during the third quarter of 2000. The actions with respect to Conseco
Finance include: (i) the sale, closing or runoff of five units (i.e.,
asset-based lending, vendor leasing, bankcards, transportation and park
construction); (ii) efforts to better utilize existing assets so as to increase
cash; and (iii) cost savings and restructuring of ongoing businesses such as the
streamlining of loan origination operations in the manufactured housing and home
equity lending divisions. The actions with respect to the sale of certain
non-strategic assets include the sales of our investment in the wireless
communication company, TeleCorp PCS Inc. ("TeleCorp"), our interest in the
riverboat casino in Lawrenceberg, Indiana, and our subprime auto loan portfolio.
These actions had a significant effect on the Company's operating results during
2000.
Several elements of the plans we previously announced have already been
completed:
(i) We completed the restructuring of the operations of Conseco
Finance;
(ii) We completed the restructuring of our bank debt;
(iii) We have made significant progress in achieving our asset
liquidation and monetization transaction goals. Through December
31, 2000, we have completed transactions which generated cash
proceeds in excess of $1.0 billion including the sale of our
subprime auto, asset-based, bankcard and transportation lending
businesses;
(iv) On November 7, 2000, A.M. Best upgraded the financial
liquidation ratings of our principal life insurance subsidiaries to
A- (Excellent) from B++ (Very Good). The return of these ratings to
A- (Excellent) satisfies a covenant in the amended bank credit
facilities, well before the required date of March 31, 2001;
(v) On January 31, 2001, we completed the sale of the vendor leasing
business of Conseco Finance, generating cash proceeds of
approximately $180 million; and
(vi) On February 22, 2001, we completed the sale of our interest in
the Argosy Riverboat Casino in Lawrenceberg, Indiana, generating
cash proceeds of $260 million.
Basis of Presentation
The following summary explains the significant accounting policies we use
to prepare 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
("FASB"), the American Institute of Certified Public Accountants and the
Securities and Exchange Commission.
Consolidation issues. The consolidated financial statements give
retroactive effect to the merger (the "Merger") with Conseco Finance on June 30,
1998, in a transaction accounted for as a pooling of interests (see note 2,
"Acquisitions"). The pooling of interests method of accounting requires the
restatement of all periods presented as if Conseco and Conseco Finance had
always been combined. The consolidated statement of shareholders' equity
therefore reflects the accounts of
64
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
the Company as if additional shares of Conseco common stock issued in the Merger
had been outstanding during all periods presented. We have eliminated
intercompany transactions prior to the Merger and we have made certain
reclassifications to Conseco Finance's financial statements to conform to
Conseco's presentations. See note 2 for additional discussion of the Merger.
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 1999 and 1998
consolidated financial statements and notes to conform with the 2000
presentation. These reclassifications have no effect on net income or
shareholders' equity.
Investments
Fixed maturities are securities that mature more than one year after
issuance and include bonds, certain notes receivable and redeemable preferred
stock. Fixed maturities that we may sell prior to maturity are classified as
actively managed and are carried at estimated fair value, with any unrealized
gain or loss, net of tax and related adjustments, recorded as a component of
shareholders' equity. Fixed maturity securities that we intend to sell in the
near term are classified as trading and included in other invested assets. We
include any unrealized gain or loss on trading securities in net investment
gains.
Interest-only securities represent the right to receive certain future
cash flows from securitization transactions structured prior to our September 8,
1999 announcement (see "Revenue Recognition for Sales of Finance Receivables and
Amortization of Servicing Rights" below). 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. Estimates for prepayments, defaults, and losses for manufactured
housing loans are determined based on a macroeconomic model developed by the
Company with the assistance of outside experts and refined to reflect
Company-specific experience and trends. We record any unrealized gain or loss
determined to be temporary, net of tax, as a component of shareholders' equity.
With the adoption of EITF Issue No. 99-20, "Recognition of Interest Income and
Impairment on Purchased and Retained Beneficial Interests in Securitized
Financial Assets" ("EITF 99-20") on July 1, 2000, declines in value are
considered to be other than temporary when: (i) the fair value of the security
is less than its carrying value; and (ii) the timing and/or amount of cash
expected to be received from the security has changed adversely from the
previous valuation which determined the carrying value of the security. 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. The assumptions used to determine new values are based on our
internal evaluations and consultation with external advisors having significant
experience in valuing these securities. See note 4 for additional discussion of
gain on sale of receivables and interest-only securities.
Equity securities include investments in common stocks and non-redeemable
preferred stock. We carry these investments at estimated fair value. We record
any unrealized gain or loss, net of tax and related adjustments, as a component
of shareholders' equity.
Mortgage loans held in our investment portfolio are carried at amortized
unpaid balances, net of provisions for estimated losses.
Policy loans are stated at their current unpaid principal balances.
Venture capital investment in TeleCorp was made by our subsidiary which
engages in venture capital investment activity. TeleCorp is a company in the
wireless communication business. Our investment in TeleCorp is carried at
estimated fair value, with changes in fair value recognized as investment
income. Since there are restrictions in our ability to sell this investment, we
adjust the quoted market price to produce an estimate of the attainable fair
value.
At December 31, 2000, we held 17.2 million common shares of TeleCorp. The
market values of many companies in TeleCorp's business sector have been subject
to volatility in recent periods. We recognized venture capital investment
65
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
income (loss) of $(199.5) million in 2000 and $354.8 million in 1999, primarily
related to this investment.
Other invested assets include: (i) trading securities; (ii) Standard &
Poor's 500 Call Options ("S&P 500 Call Options"); and (iii) certain
non-traditional investments. We carry the S&P 500 Call Options at estimated fair
value as further described below under "Standard & Poor's 500 Index Call Options
and Interest Rate Swap Agreements". Non- traditional investments include
investments in certain limited partnerships, mineral rights and promissory
notes; we account for them using either the cost method, or for investments in
partnerships over whose operations the Company exercises significant influence,
the equity method.
We defer any fees received or costs incurred when we originate
investments. We amortize fees, costs, discounts and premiums as yield
adjustments over the contractual lives of the investments. We consider
anticipated prepayments on mortgage-backed securities in determining estimated
future yields on such securities.
When we sell a security (other than trading securities, venture capital
investments or S&P 500 Call Options), we report the difference between the sale
proceeds and amortized cost (determined based on specific identification) as an
investment gain or loss.
We regularly evaluate all of our investments based on current economic
conditions, credit loss experience and other investee-specific developments. If
there is a decline in a security's net realizable value that is other than
temporary, we treat it as a realized loss and reduce the cost basis of the
security to its estimated fair value.
Cash and Cash Equivalents
Cash and cash equivalents include commercial paper, invested cash and
other investments purchased with original maturities of less than three months.
We carry them at amortized cost, which approximates estimated fair value.
Finance Receivables
Finance receivables include manufactured housing, home equity, home
improvement, retail credit and floorplan loans. We carry finance receivables at
amortized cost, net of an allowance for credit losses.
We defer fees received and costs incurred when we originate finance
receivables. We amortize deferred fees, costs, discounts and premiums over the
estimated lives of the receivables. We include such deferred fees or costs in
the amortized cost of finance receivables.
We generally stop accruing investment income on finance receivables after
three consecutive months of contractual delinquency.
Finance receivables transferred to securitization trusts in transactions
structured as securitized borrowings are classified as finance receivables -
securitized. These receivables are held as collateral for the notes issued to
investors in the securitization trusts. Finance receivables held by us that have
not been securitized are classified as finance receivables.
Provision for Losses
The provision for credit losses charged to expense is based upon an
assessment of current and historical loss experience, loan portfolio trends,
prevailing economic and business conditions, and other relevant factors. In
management's opinion, the provision is sufficient to maintain the allowance for
credit losses at a level that adequately provides for losses inherent in the
portfolio.
We reduce the carrying value of finance receivables to net realizable
value after six months of contractual delinquency.
In addition, during 1999 and 2000, we established a provision for losses
related to our guarantees of bank loans and the related interest loans to
approximately 160 current and former directors, officers and key employees for
the purchase of
66
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Conseco common stock (see note 8 for additional information on this provision).
Cost of Policies Produced
The costs that vary with, and are primarily related to, producing new
insurance business are referred to as cost of policies produced. We amortize
these costs using the interest rate credited to the underlying policy: (i) in
relation to the estimated gross profits for universal life-type and
investment-type products; or (ii) in relation to future anticipated premium
revenue for other products.
When we realize a gain or loss on investments backing our universal life
or investment-type products, we adjust the amortization to reflect the change in
estimated gross profits from the products due to the gain or loss realized and
the effect of the event on future investment yields. We also adjust the cost of
policies produced for the change in amortization that would have been recorded
if actively managed fixed maturity securities had been sold at their stated
aggregate fair value and the proceeds reinvested at current yields. We include
the impact of this adjustment in accumulated other comprehensive income (loss)
within shareholders' equity.
When we replace an existing insurance contract with another insurance
contract with substantially different terms, all unamortized cost of policies
produced related to the replaced contract is immediately written off. When we
replace an existing insurance contract with another insurance contract with
substantially similar terms, we continue to defer the cost of policies produced
associated with the replaced contract. Such costs related to the replaced
contracts which continue to be deferred were $5.6 million, $8.6 million and $9.1
million in 2000, 1999 and 1998, respectively.
Each year, we evaluate the recoverability of the unamortized balance of
the cost of policies produced. We consider estimated future gross profits or
future premiums, expected mortality or morbidity, interest earned and credited
rates, persistency and expenses in determining whether the balance is
recoverable. If we determine a portion of the unamortized balance is not
recoverable, it is charged to amortization expense.
Cost of Policies Purchased
The cost assigned to the right to receive future cash flows from
contracts existing at the date of an acquisition is referred to as the cost of
policies purchased. We also defer renewal commissions paid in excess of ultimate
commission levels related to the purchased policies in this account. The balance
of this account is amortized, evaluated for recovery, and adjusted for the
impact of unrealized gains (losses) in the same manner as the cost of policies
produced described above.
The discount rate we use to determine the value of the cost of policies
purchased is the rate of return we need to earn in order to invest in the
business being acquired. In determining this required rate of return, we
consider many factors including: (i) the magnitude of the risks associated with
each of the actuarial assumptions used in determining expected future cash
flows; (ii) the cost of our capital required to fund the acquisition; (iii) the
likelihood of changes in projected future cash flows that might occur if there
are changes in insurance regulations and tax laws; (iv) the acquired company's
compatibility with other Conseco activities that may favorably affect future
cash flows; (v) the complexity of the acquired company; and (vi) recent prices
(i.e., discount rates used in determining valuations) paid by others to acquire
similar blocks of business.
Goodwill
Goodwill is the excess of the amount we paid to acquire a company over
the fair value of its net assets. Our analysis of acquired businesses indicates
that the anticipated ongoing cash flows from the earnings of the purchased
businesses extend beyond the maximum 40-year period allowed for goodwill
amortization. Accordingly, we amortize goodwill on the straight-line basis
generally over a 40-year period. The total accumulated amortization of goodwill
was $503.7 million and $391.2 million at December 31, 2000 and 1999,
respectively. 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 subsidiaries
over the remaining amortization period. At December 31, 2000, goodwill is also
recoverable from projected net cash flows from estimated earnings (including
earnings on projected amounts of new
67
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
business consistent with the Company's business plan), discounted at rates we
believe are appropriate for the business. If we were to determine that changes
in undiscounted 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.
Cash flows considered in such an analysis are those of the business acquired, if
separately identifiable, or the product line that acquired the business, if such
earnings are not separately identifiable. See note 9 regarding the reduction in
goodwill related to the sale of the vendor services financing business.
Assets Held in Separate Accounts and Investment Trust
Separate accounts are funds on which investment income and gains or
losses accrue directly to certain policyholders. The assets of these accounts
are legally segregated. They are not subject to the claims that may arise out of
any other business of Conseco. We report separate account assets at market
value; the underlying investment risks are assumed by the contract holders. We
record the related liabilities at amounts equal to the market value of the
underlying assets. We record the fees earned for administrative and
contractholder services performed for the separate accounts in insurance policy
income.
In addition, we hold investments in a trust for the benefit of the
purchasers of certain products of our asset management subsidiary; this amount
is offset by a corresponding liability account, the value of which fluctuates in
relation to changes in the values of these investments. Because we hold the
residual interests in the cash flows from the trust and actively manage its
investments, we are required to include the accounts of the trust in our
consolidated financial statements. We record the fees earned for investment
management and other services provided to the trust as fee revenue.
Recognition of Insurance Policy Income and Related Benefits and Expenses
on Insurance Contracts
Generally, we recognize insurance premiums for traditional life and
accident and health contracts as earned over the premium-paying periods. We
establish reserves for future benefits on a net-level premium method based upon
assumptions as to investment yields, mortality, morbidity, withdrawals and
dividends. We record premiums for universal life-type and investment-type
contracts that do not involve significant mortality or morbidity risk as
deposits to insurance liabilities. Revenues for these contracts consist of
mortality, morbidity, expense and surrender charges. We establish reserves for
the estimated present value of the remaining net costs of all reported and
unreported claims.
Liabilities Related to Certificates of Deposit
These liabilities relate to the certificates of deposits issued by our
bank subsidiary. The liability and interest expense account are also increased
for the interest which accrues on the deposits. The weighted average interest
crediting rate on these deposits was 6.7 percent and 5.8 percent during 2000 and
1999, respectively.
Reinsurance
In the normal course of business, we seek to limit our exposure to loss
on any single insured or to certain groups of policies by ceding reinsurance to
other insurance enterprises. We currently retain no more than $.8 million of
mortality risk on any one policy. We diversify the risk of reinsurance loss by
using a number of reinsurers that have strong claims-paying ratings. If any
reinsurer could not meet its obligations, the Company would assume the
liability. The likelihood of a material loss being incurred as a result of the
failure of one of our reinsurers is considered remote. The cost of reinsurance
is recognized over the life of the reinsured policies using assumptions
consistent with those used to account for the underlying policy. The cost of
reinsurance ceded totaled $248.3 million, $418.6 million and $541.3 million in
2000, 1999 and 1998, respectively. A receivable is recorded for the reinsured
portion of insurance policy benefits paid and liabilities for insurance
products. Reinsurance recoveries netted against insurance policy benefits
totaled $283.2 million, $392.0 million and $484.3 million in 2000, 1999 and
1998, respectively.
From time-to-time, we assume insurance from other companies. Any costs
associated with the assumption of insurance are amortized consistent with the
method used to amortize the cost of policies produced described above.
Reinsurance premiums assumed totaled $305.4 million, $547.8 million and $316.0
million in 2000, 1999 and 1998 respectively.
68
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
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).
Investment Borrowings
As part of our investment strategy, we may enter into reverse repurchase
agreements and dollar-roll transactions to increase our investment return or to
improve our liquidity. We account for these transactions as collateral
borrowings, where the amount borrowed is equal to the sales price of the
underlying securities. Reverse repurchase agreements involve a sale of
securities and an agreement to repurchase the same securities at a later date at
an agreed-upon price. Dollar rolls are similar to reverse repurchase agreements
except that, with dollar rolls, the repurchase involves securities that are only
substantially the same as the securities sold. Such borrowings averaged $324.4
million during 2000 and $1,081.1 million during 1999. These borrowings were
collateralized by investment securities with fair values approximately equal to
the loan value. The weighted average interest rate on short-term collateralized
borrowings was 5.7 percent and 5.4 percent in 2000 and 1999, respectively. The
primary risk associated with short-term collateralized borrowings is that a
counterparty will be unable to perform under the terms of the contract. Our
exposure is limited to the excess of the net replacement cost of the securities
over the value of the short-term investments (such excess was not material at
December 31, 2000). We believe the counterparties to our reverse repurchase and
dollar-roll agreements are financially responsible and that the counterparty
risk is minimal.
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 cost of policies produced, the
cost of policies purchased, interest-only securities, certain investments,
servicing rights, goodwill, liabilities for insurance and asset accumulation
products, liabilities related to litigation, guaranty fund assessment accruals,
liabilities related to guarantees of securitized debt issued in conjunction with
certain sales of finance receivables and liabilities related to guarantees of
bank loans and the related interest loans to certain current and former
directors, officers and key employees, gain on sale of finance receivables,
allowance for credit losses on finance receivables and deferred income taxes. If
our future experience differs materially from these estimates and assumptions,
our financial statements could be affected.
Standard & Poor's 500 Index Call Options and Interest Rate Swap
Agreements
Our equity-indexed annuity products provide a guaranteed base rate of
return and a higher potential return linked to the performance of the Standard &
Poor's 500 Index ("S&P 500 Index"). We buy S&P 500 Call Options in an effort to
hedge potential increases to policyholder benefits resulting from increases in
the S&P 500 Index to which the product's return is linked. We include the cost
of the S&P 500 Call Options in the pricing of these products. Policyholder
account balances for these annuities fluctuate in relation to changes in the
values of these options. We reflect changes in the value of these options in net
investment income. During 2000, 1999 and 1998, net investment income included
$12.9 million, $142.3 million and $103.9 million, respectively, related to these
changes. Such investment income was substantially offset by increases to
policyholder account balances. The value of the S&P 500 Call Options was $30.4
million and $129.2 million at December 31, 2000 and 1999, respectively. We
classify such instruments as other invested assets. We defer the premiums paid
to purchase the S&P 500 Call Options and amortize them to investment income over
their terms. Such amortization was $123.9 million, $96.3 million and $52.0
million during 2000, 1999 and 1998, respectively. The unamortized premium of the
S&P 500 Call Options was $63.0 million and $59.5 million at December 31, 2000
and 1999, respectively.
69
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
If the counterparties for the S&P 500 Call Options of these financial
instruments fail to meet their obligations, Conseco may have to recognize a
loss. Conseco limits its exposure to such a loss by diversifying among several
counterparties believed to be strong and creditworthy. At December 31, 2000, all
of the counterparties were rated "A" or higher by Standard & Poor's Corporation.
In the past, we have used interest-rate swaps to hedge the interest rate
risk associated with our borrowed capital. These agreements were terminated
during 2000. We realized a net investment loss of $38.6 million (net of an
income tax benefit of $20.6 million) related to such terminations during 2000.
Revenue Recognition for Sales of Finance Receivables and Amortization of
Servicing Rights
Subsequent to September 8, 1999, we are using the portfolio method (the
accounting method required for securitizations which are now structured as
secured borrowings) to account for securitization transactions. Our
securitizations are now structured in a manner that requires them to be
accounted for under the portfolio method, whereby the loans and securitization
debt remain on our balance sheet, pursuant to Financial Accounting Standards
Board Statement No. 125, "Accounting for Transfers and Servicing of Financial
Assets and Extinguishment of Liabilities" ("SFAS 125").
For securitizations structured prior to September 8, 1999, we accounted
for the transfer of finance receivables as sales in accordance with SFAS 125. In
applying SFAS 125 to our securitized sales, we recognized 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
determined such carrying amount by allocating the carrying value of the finance
receivables between the portion we sold and the interests we retained (generally
interest-only securities, servicing rights and, in some instances, other
securities), based on each portion's relative fair values on the date of the
sale.
During 1999 and 1998, the Company sold $9.7 billion and $13.4 billion,
respectively, of finance receivables in securitizations structured as sales and
recognized gains of $550.6 million and $745.0 million, respectively. The gains
recognized were dependent in part on the previous carrying amount of the finance
receivables included in the securitization transactions, allocated between the
assets sold and our retained interests based on their relative fair value at the
date of transfer. To obtain fair values, quoted market prices were used if
available. However, quotes were generally not available for retained interests,
so we estimated the fair values based on the present value of future expected
cash flows using our best estimates of the key assumptions - credit losses,
prepayment speeds, forward yield curves, and discount rates commensurate with
the risks involved.
We amortize the servicing rights (classified as other assets) 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, any previously recorded valuation allowance would be deemed
unnecessary and restored to earnings.
70
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
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 (including
redeemable preferred stocks) and for equity and trading securities, we
use quotes from independent pricing services, where available. For
investment securities for which such quotes are not available, we use
values obtained from broker-dealer market makers or by discounting
expected future cash flows using a current market rate appropriate for
the yield, credit quality, and (for fixed maturity securities) the
maturity of the investment being priced.
Interest-only securities. We discount future expected cash flows over the
expected life of the receivables sold using prepayment, default, loss
severity and interest rate assumptions that we believe market
participants would use to value such securities.
Venture capital investment in TeleCorp. We carry this investment at
estimated fair value based on quoted market prices adjusted to produce an
estimate of attainable fair value due to the restrictions on our ability
to sell this investment.
Cash and cash equivalents. The carrying amount for these instruments
approximates their estimated fair value.
Mortgage loans and policy loans. We discount future expected cash flows
for loans included in our investment portfolio based on interest rates
currently being offered for similar loans to borrowers with similar
credit ratings. We aggregate loans with similar characteristics in our
calculations. The market value of policy loans approximates their
carrying value.
Other invested assets. We use quoted market prices, where available. When
quotes are not available, we estimate the fair value based on: (i)
discounted future expected cash flows; or (ii) independent transactions
which establish a value for our investment. When we are unable to
estimate a fair value, we assume a market value equal to carrying value.
Finance receivables. The estimated fair value of finance receivables,
including those that have been securitized, is determined based on
general market transactions which establish values for similar loans.
Insurance liabilities for interest-sensitive products. We discount future
expected cash flows based on interest rates currently being offered for
similar contracts with similar maturities.
Liabilities related to certificates of deposit. We estimate the fair
value of these liabilities using discounted cash flow analyses based on
current crediting rates. Since crediting rates are generally not
guaranteed beyond one year, market value approximates carrying value.
Investment borrowings and 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.
Company-obligated mandatorily redeemable preferred securities of
subsidiary trusts. We use quoted market prices.
71
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Here are the estimated fair values of our financial instruments:
2000 1999
------------------------- ------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------ ----- ------ -----
(Dollars in millions)
Financial assets:
Actively managed fixed maturities.......................... $21,755.1 $21,755.1 $22,203.8 $22,203.8
Interest-only securities................................... 432.9 432.9 905.0 905.0
Equity securities ......................................... 248.3 248.3 312.7 312.7
Mortgage loans............................................. 1,238.6 1,197.7 1,274.5 1,188.0
Policy loans............................................... 647.2 647.2 664.1 664.1
Venture capital investment in TeleCorp..................... 258.6 258.6 430.1 430.1
Other invested assets...................................... 436.9 626.9 641.4 917.4
Cash and cash equivalents.................................. 1,663.6 1,663.6 1,686.9 1,686.9
Finance receivables (including finance
receivables-securitized)................................. 16,487.8 17,108.7 9,834.6 10,183.0
Financial liabilities:
Insurance liabilities for interest-sensitive products (1).. 16,123.2 16,123.2 17,322.4 17,322.4
Liabilities related to certificates of deposit............. 1,873.3 1,873.3 870.5 870.5
Investment borrowings...................................... 219.8 219.8 828.9 828.9
Notes payable and commercial paper:
Corporate................................................ 5,055.0 4,394.9 4,624.2 4,573.5
Finance.................................................. 2,810.9 2,734.0 2,540.1 2,539.3
Related to securitized finance receivables structured
as collateralized borrowings........................... 12,100.6 12,323.8 4,641.8 4,636.8
Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts................ 2,403.9 1,290.3 2,639.1 2,135.3
- --------------------
(1) The estimated fair value of the liabilities for interest-sensitive products
was approximately equal to its carrying value at December 31, 2000 and
1999. This was because interest rates credited on the vast majority of
account balances approximate current rates paid on similar products and
because these rates are not generally guaranteed beyond one year. We are
not required to disclose fair values for insurance liabilities, other than
those for interest-sensitive products. However, we take into consideration
the estimated fair values of all insurance liabilities in our overall
management of interest rate risk. We attempt to minimize exposure to
changing interest rates by matching investment maturities with amounts due
under insurance contracts.
Cumulative Effect of Accounting Change
During the third quarter of 2000, the Emerging Issues Task Force of the
Financial Accounting Standards Board issued EITF 99-20, a new accounting
requirement for the recognition of impairment on interest-only securities and
other retained beneficial interests in securitized finance assets.
Under the prior accounting rule, declines in the value of our
interest-only securities and other retained beneficial interests in securitized
financial assets were recognized in the statement of operations when the present
value of estimated cash flows discounted at a risk-free rate using current
assumptions was less than the carrying value of the interest-only security.
Under the new accounting rule, declines in value are recognized when: (i)
the fair value of the security is less than its carrying value; and (ii) the
timing and/or amount of cash expected to be received from the security has
changed adversely from the previous valuation which determined the carrying
value of the security. When both occur, the security is written down to fair
value.
72
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
We adopted the new accounting rule on July 1, 2000. The cumulative effect
of the accounting change for periods prior to July 1, 2000 was a decrease to net
income of $55.3 million (net of an income tax benefit of $29.9 million), or $.17
per diluted share. The cumulative effect of the accounting change includes: (i)
$45.5 million (net of an income tax benefit of $24.7 million) related to
interest-only securities; and (ii) $9.8 million (net of an income tax benefit of
$5.2 million) related to other retained beneficial interests in securitized
financial assets held by our insurance segment.
Impairment Charge
During 2000, actual default and loss trends were worse than our previous
estimates. In light of these trends, management analyzed the assumptions used to
determine the estimated fair value of the interest-only securities and made
changes to the credit loss assumptions and the discount rate used to determine
the value of our securities. These changes also reflected other economic factors
and further methodology enhancements made by the Company. As a result, the
expected future cash flows from interest-only securities changed adversely from
previous estimates. Pursuant to the requirements of EITF 99-20, the effect of
these changes was reflected immediately in earnings as an impairment charge. The
effect of the impairment charge and adjustments to the value of our
interest-only securities and servicing rights totaled $515.7 million ($324.9
million after the income tax benefit) for 2000 (in addition to the cumulative
effect of adopting EITF 99-20 of $70.2 million ($45.5 million after the income
tax benefit)).
In addition, during 1999 and early 2000, the Company reevaluated its
interest-only securities and servicing rights, including the underlying
assumptions, in light of loss experience exceeding previous expectations. The
principal change in the revised assumptions resulting from this process was an
increase in expected future credit losses, relating primarily to reduced
assumptions as to future housing price inflation, recent loss experience and
refinements to the methodology of the valuation process. The effect of this
change was offset somewhat by a revision to the estimation methodology to
incorporate the value associated with the cleanup call rights held by the
Company in securitizations. We recognized a $554.3 million impairment charge
($349.2 million after tax) in 1999 to reduce the book value of the interest-only
securities and servicing rights.
During the second quarter of 1998, prepayments on securitized loan
contracts exceeded our 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 then current assumptions. In addition, the market
yields of publicly traded securities similar to our interest-only securities
also increased during the second quarter of 1998. The assumptions used to
determine the new value at that time were based on our internal evaluations and
consultation with external investment managers having significant experience in
valuing these securities. Such assumptions reflected the following changes from
the assumptions previously used: (i) an increase in prepayment rates; (ii) an
increase 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 ($355.8 million after tax) impairment charge in 1998 to reduce
the carrying value of the interest-only securities and servicing rights.
Accounting Changes
Statement of Financial Accounting Standards No. 133, "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"), as amended by
Statement of Financial Accounting Standards No. 137, "Deferral of the Effective
Date of FASB Statement No. 133" and Statement of Financial Accounting Standards
No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging
Activities" ("SFAS 138") 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.
We will adopt SFAS 133 as of January 1, 2001. Because of our minimal use of
derivatives, other than the S&P 500 Call Options and embedded derivatives
associated with our equity-indexed annuities, we do not anticipate that the
adoption of the new standard and implementation guidance approved by FASB prior
to December 31, 2000, will have a material impact on the Company's financial
position or results of operations. On March 14, 2001, FASB approved additional
SFAS 133 implementation guidance regarding derivatives associated with
equity-indexed annuity products. We are still finalizing the actual impact of
complying with the provisions of the recently approved implementation guidance,
which was initially issued as draft guidance by FASB's Derivative
73
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Implementation Group in December 2000.
The Financial Accounting Standards Board recently issued Statement of
Financial Accounting Standards No. 140, "Accounting for the Transfer and
Servicing of Financial Assets and Extinguishments of Liabilities" ("SFAS 140")
which is a replacement for SFAS 125; and a related implementation guide. SFAS
140 and the implementation guide have changed the criteria that must be met for
securitization transactions to be recorded under the portfolio method. We do not
believe we will need to make any significant changes to our securitization
structures to meet the new criteria which are effective for securitization
transactions completed after March 31, 2001.
SFAS 140 also requires additional disclosures regarding securitization
transactions, which are reflected in these notes to the consolidated financial
statements.
2. ACQUISITIONS
Merger accounted for as a pooling of interests
On June 30, 1998, we completed the Merger. We issued a total of 128.7
million shares of Conseco common stock (including 5.0 million common equivalent
shares issued in exchange for Conseco Finance's outstanding options), exchanging
.9165 of a share of Conseco common stock for each share of Conseco Finance
common stock. The Merger constituted a tax-free exchange and was accounted for
under the pooling of interests method. We restated all prior period consolidated
financial statements to include Conseco Finance as though it had always been a
subsidiary of Conseco.
The revenues and net income (loss) for Conseco and Conseco Finance,
separately and combined, for periods prior to the Merger were as follows:
Six months ended
June 30, 1998
-------------
Revenues:
Conseco.............................................................................. $3,232.1
Conseco Finance...................................................................... 581.9
Less elimination of intercompany revenues............................................ (.8)
--------
Combined........................................................................... $3,813.2
========
Net income (loss):
Conseco.............................................................................. $ 274.7
Conseco Finance...................................................................... (358.9)
Less elimination of intercompany net income.......................................... (2.8)
--------
Combined........................................................................... $ (87.0)
========
74
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
3. INVESTMENTS:
At December 31, 2000, the amortized cost and estimated fair value of
actively managed fixed maturities and equity securities were as follows:
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains losses value
---- ----- ------ -----
(Dollars in millions)
Investment grade:
Corporate securities................................................ $13,098.9 $ 72.6 $ 715.5 $12,456.0
United States Treasury securities and obligations of
United States government corporations and agencies................ 303.4 11.4 .5 314.3
States and political subdivisions................................... 142.9 2.1 2.6 142.4
Debt securities issued by foreign governments....................... 183.1 1.3 6.6 177.8
Mortgage-backed securities ......................................... 6,794.2 53.5 71.0 6,776.7
Below-investment grade (primarily corporate securities)................ 2,407.7 6.2 526.0 1,887.9
--------- ------ -------- ---------
Total actively managed fixed maturities........................... $22,930.2 $147.1 $1,322.2 $21,755.1
========= ====== ======== =========
Equity securities...................................................... $286.8 $6.2 $44.7 $248.3
====== ==== ===== ======
At December 31, 1999, the amortized cost and estimated fair value of
actively managed fixed maturities and equity securities were as follows:
Gross Gross Estimated
Amortized unrealized unrealized fair
cost gains losses value
---- ----- ------ -----
(Dollars in millions)
Investment grade:
Corporate securities................................................ $13,570.6 $37.7 $ 965.9 $12,642.4
United States Treasury securities and obligations of
United States government corporations and agencies................ 317.4 1.7 8.0 311.1
States and political subdivisions................................... 151.5 .1 10.1 141.5
Debt securities issued by foreign governments....................... 124.1 .8 11.0 113.9
Mortgage-backed securities ......................................... 7,587.1 6.4 362.4 7,231.1
Below-investment grade (primarily corporate securities)................ 1,939.7 30.3 206.2 1,763.8
--------- ----- -------- ---------
Total actively managed fixed maturities........................... $23,690.4 $77.0 $1,563.6 $22,203.8
========= ===== ======== =========
Equity securities...................................................... $ 323.7 $22.8 $ 33.8 $ 312.7
========= ===== ======== =========
Accumulated other comprehensive loss is primarily comprised of unrealized
losses on actively managed fixed maturity investments. Such amounts, included in
shareholders' equity as of December 31, 2000 and 1999, were as follows:
2000 1999
---- ----
(Dollars in millions)
Unrealized losses on investments................................................................. $(1,241.9) $(1,504.3)
Adjustments to cost of policies purchased and cost of policies produced.......................... 219.7 291.2
Deferred income tax benefit...................................................................... 371.4 443.4
Other............................................................................................ (.2) (1.9)
--------- ---------
Accumulated other comprehensive loss...................................................... $ (651.0) $ (771.6)
========= =========
75
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
The following table sets forth the amortized cost and estimated fair
value of actively managed fixed maturities at December 31, 2000, by contractual
maturity. Actual maturities will differ from contractual maturities because
borrowers may have the right to call or prepay obligations with or without call
or prepayment penalties. Most of the mortgage-backed securities shown below
provide for periodic payments throughout their lives.
Estimated
Amortized fair
cost value
---- -----
(Dollars in millions)
Due in one year or less........................................................................ $ 305.0 $ 304.6
Due after one year through five years.......................................................... 2,491.7 2,434.8
Due after five years through ten years......................................................... 4,039.6 3,798.8
Due after ten years............................................................................ 8,555.7 7,918.9
--------- ---------
Subtotal................................................................................... 15,392.0 14,457.1
Mortgage-backed securities (a)................................................................. 7,538.2 7,298.0
--------- ---------
Total actively managed fixed maturities ............................................... $22,930.2 $21,755.1
========= =========
- --------------------
(a) Includes below-investment grade mortgage-backed securities with an
amortized cost and estimated fair value of $744.0 million and $521.3
million, respectively.
Net investment income consisted of the following:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Insurance and fee-based operations:
Fixed maturities................................................................. $1,647.6 $1,641.0 $1,628.5
Venture capital investment income (loss)......................................... (199.5) 354.8 -
Equity securities................................................................ 37.3 85.1 27.4
Mortgage loans................................................................... 105.1 106.4 96.4
Policy loans..................................................................... 38.4 44.5 44.1
Equity-indexed products.......................................................... 12.9 142.3 103.9
Other invested assets............................................................ 93.7 91.5 139.5
Cash and cash equivalents........................................................ 63.4 60.2 57.0
Separate accounts................................................................ 246.0 172.8 51.0
-------- -------- --------
Gross investment income....................................................... 2,044.9 2,698.6 2,147.8
Amortization of the cost of S&P 500 Call Options and other investment expenses....... 138.0 104.9 69.7
-------- -------- --------
Net investment income earned by insurance and fee-based operations............ 1,906.9 2,593.7 2,078.1
Finance operations:
Finance receivables and other.................................................... 1,906.9 632.6 295.5
Interest-only securities......................................................... 106.6 185.1 132.9
-------- -------- --------
Net investment income...................................................... $3,920.4 $3,411.4 $2,506.5
======== ======== ========
The carrying value of fixed maturity investments and mortgage loans not
accruing investment income totaled $98.4 million, $48.3 million and $50.1
million at December 31, 2000, 1999 and 1998, respectively.
76
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Investment gains (losses), net of investment gain expenses, were included
in revenue as follows:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Fixed maturities:
Gross gains........................................................................ $ 89.2 $ 121.1 $ 458.0
Gross losses....................................................................... (166.9) (168.4) (138.6)
Other than temporary decline in fair value......................................... (143.6) (24.1) (11.7)
------- ------- -------
Net investment gains (losses) from fixed maturities before expenses........... (221.3) (71.4) 307.7
Equity securities...................................................................... 17.6 10.2 (9.1)
Mortgages.............................................................................. (3.2) (.8) (2.1)
Other than temporary decline in fair value of equity securities and
other invested assets.............................................................. (45.7) (3.7) (20.7)
Loss related to termination of interest rate swap agreements........................... (59.2) - -
Other.................................................................................. (2.1) (20.7) 1.9
------- ------- -------
Net investment gains (losses) before expenses................................. (313.9) (86.4) 277.7
Investment expenses.................................................................... 44.4 69.8 69.5
------- ------- -------
Net investment gains (losses)................................................. $(358.3) $(156.2) $ 208.2
======= ======= =======
At December 31, 2000, the mortgage loan balance was primarily comprised
of commercial loans. Approximately 8 percent, 8 percent, 7 percent, 7 percent, 7
percent and 6 percent of the mortgage loan balance were on properties located in
Ohio, New York, Florida, Pennsylvania, Texas and California, respectively. No
other state comprised greater than 5 percent of the mortgage loan balance. Less
than 1 percent of the mortgage loan balance was noncurrent at December 31, 2000.
Our allowance for loss on mortgage loans was $3.8 million at both December 31,
2000 and 1999.
Life insurance companies are required to maintain certain investments on
deposit with state regulatory authorities. Such assets had an aggregate carrying
value of $225.0 million at December 31, 2000.
Conseco had no investments in any single entity in excess of 10 percent
of shareholders' equity at December 31, 2000, other than investments issued or
guaranteed by the United States government or a United States government agency.
4. FINANCE RECEIVABLES AND INTEREST-ONLY SECURITIES:
Subsequent to September 8, 1999, we are using the portfolio method to
account for new securitization transactions. Our new securitizations are
structured in a manner that requires them to be accounted for under the
portfolio method, whereby the loans and securitization debt remain on our
balance sheet, rather than as sales, pursuant to SFAS 125.
We classify the finance receivables transferred to the securitization
trusts and held as collateral for the notes issued to investors as "finance
receivables-securitized". The average interest rate earned on these receivables
was 12.2 percent and 11.7 percent at December 31, 2000 and 1999, respectively.
We classify the notes issued to investors in the securitization trusts as "notes
payable related to securitized finance receivables structured as collateralized
borrowings".
77
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
The following table summarizes our finance receivables - securitized by
business line and categorized as either: (i) a part of our continuing lines; or
(ii) a part of the business units we have decided to sell, close or runoff (the
"discontinued lines"):
December 31,
---------------------
2000 1999
---- ----
(Dollars in millions)
Continuing lines:
Manufactured housing............................................................... $ 5,602.1 $ 953.0
Mortgage services.................................................................. 5,126.0 2,077.3
Retail credit...................................................................... 653.8 -
Floorplan.......................................................................... 637.0 637.0
--------- --------
12,018.9 3,667.3
Less allowance for credit losses................................................... 166.4 4.4
--------- --------
Net finance receivables - securitized for continuing lines....................... 11,852.5 3,662.9
--------- --------
Discontinued lines:
Consumer finance................................................................... 247.3 278.9
Transportation..................................................................... - 581.9
Vendor finance..................................................................... 531.0 216.1
--------- --------
778.3 1,076.9
Less allowance for credit losses................................................... 8.0 9.3
--------- --------
Net finance receivables - securitized for discontinued lines..................... 770.3 1,067.6
--------- --------
Total finance receivables - securitized.......................................... $12,622.8 $4,730.5
========= ========
The following table summarizes our other finance receivables by business
line and categorized as either: (i) a part of our continuing lines; or (ii) a
part of our discontinued lines:
December 31,
---------------------
2000 1999
---- ----
(Dollars in millions)
Continuing lines:
Manufactured housing............................................................... $ 263.0 $ 795.8
Mortgage services.................................................................. 1,373.1 1,277.0
Retail credit...................................................................... 1,110.1 867.8
Floorplan.......................................................................... - 602.7
---------- ---------
2,746.2 3,543.3
Less allowance for credit losses................................................... 95.5 38.8
-------- ---------
Net other finance receivables for continuing lines............................... 2,650.7 3,504.5
-------- ---------
Discontinued lines:
Consumer finance................................................................... 575.1 142.2
Transportation..................................................................... 137.8 337.8
Vendor finance..................................................................... 331.3 423.3
Park construction.................................................................. 131.2 188.7
Other ............................................................................ 75.8 543.5
-------- ---------
1,251.2 1,635.5
Less allowance for credit losses................................................... 36.9 35.9
-------- ---------
Net other finance receivables for discontinued lines............................. 1,214.3 1,599.6
-------- ---------
Total other finance receivables.................................................. $3,865.0 $5,104.1
======== ========
78
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
The changes in the allowance for credit losses included in finance
receivables were as follows:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Allowance for credit losses, beginning of year.................................. $ 88.4 $ 43.0 $ 19.8
Additions to the allowance (a).................................................. 472.8 128.7 44.2
Credit losses, net.............................................................. (254.4) (83.3) (21.0)
------- ------- ------
Allowance for credit losses, end of year........................................ $ 306.8 $ 88.4 $ 43.0
======= ======= ======
- --------------------
(a) Additions to the allowance for 2000 include: (i) $48.0 million related to
regulatory changes related to our bank subsidiary and classified as a
component of "special charges" (see note 9); (ii) $45.9 million related to
discontinued lines and classified as a component of "special charges" (see
note 9); and (iii) $24.7 million related to a block of finance receivables
repurchased during 2000. (Such block was previously sold to unaffiliated
parties in securitization transactions.)
The securitizations structured prior to September 8, 1999, met the
applicable criteria to be accounted for as sales. At the time the loans were
securitized and sold, we recognized a gain and recorded our retained interest
represented by the interest-only security. The interest-only security 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) contractual servicing fees. In
some of those securitizations, we also retained certain lower-rated securities
that are senior in payment priority to the interest- only securities. Such
retained securities (classified as actively managed fixed maturity securities)
had a par value, fair market value and amortized cost of $769.8 million, $494.6
million and $716.8 million, respectively, at December 31, 2000, and had a par
value, fair market value and amortized cost of $769.8 million, $694.3 million
and $712.6 million, respectively, at December 31, 1999.
During 1999 and 1998, the Company sold $9.7 billion and $13.4 billion,
respectively, of finance receivables in various securitized transactions and
recognized gains of $550.6 million and $745.0 million, respectively. During
2000, we recognized no gain on sale related to securitized transactions.
The interest-only securities on our balance sheet represent an allocated
portion of the cost basis of the finance receivables in the securitization
transactions accounted for as sales related to transactions structured prior to
September 8, 1999. Our interest-only securities and other retained interests in
those securitization transactions are subordinate to the interests of other
investors. Their values are subject to credit, prepayment, and interest rate
risk on the securitized finance receivables. We include the difference between
estimated fair value and the amortized cost of the interest-only securities
(after adjustments for impairments required to be recognized in earnings) in
"accumulated other comprehensive loss, net of taxes".
As described in note 1 under the caption entitled "Cumulative Effect of
Accounting Change", the Company adopted the requirements of EITF 99-20 effective
July 1, 2000. During 2000, management analyzed the assumptions used to determine
the estimated fair value of the interest-only securities and made changes to the
credit loss assumptions and the discount rate used to determine the value of
several securities. These changes were made considering recent adverse default
and loss trends and other economic factors. As a result of these changes, the
cash flows from interest-only securities changed adversely from previous
estimates. Pursuant to the requirements of EITF 99-20, the effect of these
changes were reflected immediately in earnings as an impairment charge. The
effect of the impairment charge and adjustments to the value of our
interest-only securities and servicing rights totaled $515.7 million ($324.9
million after the income tax benefit) for 2000 (in addition to the cumulative
effect of adopting EITF 99-20 of $70.2 million ($45.5 million after the income
tax benefit)).
At December 31, 2000, key economic assumptions used to determine the
estimated fair value of our retained interests in securitizations and the
sensitivity of the current fair value of residual cash flows to immediate 10
percent and 20 percent
79
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
changes in those assumptions are as follows:
Manufactured Home equity/ Consumer/
housing home improvement equipment Total
------- ---------------- --------- -----
(Dollars in millions)
Carrying amount/fair value of retained interests:
Interest-only securities............................... $245.4 $177.5 $10.0 $432.9
Servicing assets (liabilities)......................... 14.7 2.0 (1.9) 14.8
Bonds.................................................. 249.5 227.1 18.0 494.6
------ ------ ----- ------
Total retained interests........................... $509.6 $406.6 $26.1 $942.3
====== ====== ===== ======
Cumulative principal balance of sold finance
receivables............................................$20,256.4 $6,489.7 $1,936.3 $28,682.4
Weighted average life in years.............................. 6.8 3.8 2.5 5.9
Weighted average stated customer interest rate
on sold finance receivables............................ 9.9% 11.6% 10.8%
Assumptions to determine estimated fair value
and impact of favorable and adverse changes:
Expected prepayment speed as a percentage
of principal balance of sold finance receivables (a)... 7.9% 18.5% 19.7% 11.1%
Impact on fair value of 10 percent favorable change.... $21.8 $29.4 $2.0 $53.2
Impact on fair value of 20 percent favorable change.... 46.2 60.2 3.9 110.3
Impact on fair value of 10 percent adverse change...... 23.9 24.8 1.5 50.2
Impact on fair value of 20 percent adverse change...... 45.2 46.7 2.9 94.8
Expected future nondiscounted credit losses as a
percentage of principal of related finance
receivables (a)...................................... 10.2% 6.5% 6.5% 9.1%
Impact on fair value of 10 percent favorable change.... $138.9 $34.4 $9.6 $182.9
Impact on fair value of 20 percent favorable change.... 275.7 69.9 18.9 364.5
Impact on fair value of 10 percent adverse change...... 145.9 24.8 6.4 181.1
Impact on fair value of 20 percent adverse change...... 290.4 47.9 12.7 351.0
Residual cash flow discount rate (annual)................... 15.0% 15.0% 15.0% 15.0%
Impact on fair value of 10 percent favorable change.... $37.2 $26.5 $2.4 $66.1
Impact on fair value of 20 percent favorable change.... 74.2 54.3 4.4 132.9
Impact on fair value of 10 percent adverse change...... 38.9 25.0 2.0 65.9
Impact on fair value of 20 percent adverse change...... 70.3 48.4 3.8 122.5
80
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
- --------------------
(a) 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
such timing differ materially from our projections, it could have a
material effect on the valuation of our interest-only securities.
Additionally, such valuation is determined by discounting cash flows over
the entire expected life of the receivables sold.
These sensitivities are hypothetical and should be used with caution. As
the figures indicate, changes in fair value based on a 10 percent variation in
assumptions generally cannot be extrapolated because the relationship of the
change in assumption to the change in fair value may not be linear. Also, in
this table, the effect of a variation in a particular assumption on the fair
value of the retained interest is calculated without changing any other
assumption; in reality, changes in one factor may result in changes in another
(for example, increases in market interest rates may result in lower prepayments
and increased credit losses), which might magnify or counteract the
sensitivities.
The following table summarizes certain cash flows received from and paid
to the securitization trusts during 2000 (dollars in millions):
Servicing fees received............................. $123.8
Cash flows from interest-only securities............ 187.6
Cash flows from retained bonds...................... 69.9
Purchases of delinquent or foreclosed assets........ (23.9)
Servicing advances.................................. (1,056.1)
Repayment of servicing advances..................... 1,063.5
We have projected lower cash flows from our interest-only securities in
2001, reflecting our assumption that the adverse loss experience in 2000 will
continue into 2001 and then improve over time. As a result of these assumptions,
we project that payments related to guarantees issued in conjunction with the
sales of certain finance receivables will exceed the amounts paid in previous
periods. These projected payments are considered in the projected cash flows we
use to value our interest-only securities. See note 8 to the consolidated
financial statements for additional information about the guarantees.
81
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
The following table summarizes quantitative information about
delinquencies, net credit losses, and components of managed finance receivables:
Principal balance
60 days or more Net Credit
Principal balance past due Losses
------------------------ ---------------- for the year ended
at December 31, December 31,
-------------------------------------------------------- -----------------
2000 1999 2000 1999 2000 1999
---- ---- ---- ---- ---- ----
(Dollars in millions)
Type of finance receivables
Manufactured housing...................... $26,314.4 $24,650.1 $569.3 $381.9 $413.9 $285.8
Home equity/home improvement.............. 13,307.0 12,174.1 120.5 118.8 154.6 101.3
Consumer.................................. 3,887.4 3,836.0 76.4 85.1 181.0 99.9
Commercial................................ 3,077.1 5,131.2 35.2 54.9 95.5 52.4
--------- --------- ------ ------ ------ -------
Total managed receivables................. 46,585.9 45,791.4 801.4 640.7 845.0 539.4
Less finance receivables securitized...... 29,636.0 35,686.8 536.6 541.9 590.6 456.1
Less allowance for credit losses.......... 306.8 88.4 - - - -
Less deferred points and other, net....... 155.3 181.6 - - - -
--------- --------- ------ ------- ------ ------
Finance receivables held on
balance sheet.......................... $16,487.8 $ 9,834.6 $264.8 $ 98.8 $254.4 $ 83.3
========= ========= ====== ======= ====== ======
Activity in the interest-only securities account during 2000, 1999 and
1998 is as follows:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Balance, beginning of year................................................... $ 905.0 $1,305.4 $1,398.7
Additions resulting from securitizations during the period................ - 393.9 719.6
Additions resulting from clean-up calls (a)............................... 100.3 - -
Investment income......................................................... 106.6 185.1 132.9
Cash received, net........................................................ (187.6) (442.6) (358.0)
Impairment charge to reduce carrying value................................ (434.1) (533.8) (544.4)
Cumulative effect of change in accounting principle....................... (70.2) - -
Change in unrealized depreciation charged to shareholders' equity......... 12.9 (3.0) (43.4)
--------- ---------- ----------
Balance, end of year......................................................... $ 432.9 $ 905.0 $1,305.4
======= ========= ========
- --------------------
(a) During 2000, clean-up calls were exercised for ten securitizations that
were previously recognized as sales. The interest-only securities related
to these securitizations had previously been separately securitized with
other interest- only securities in transactions recognized as sales. The
repurchase of the collateral underlying the ten securitizations triggered a
requirement for the Company to repurchase a portion of the interest-only
securities.
82
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
5. LIABILITIES FOR INSURANCE AND ASSET ACCUMULATION PRODUCTS:
These liabilities consisted of the following:
Interest
Withdrawal Mortality rate
assumption assumption assumption 2000 1999
---------- ---------- ---------- ---- ----
(Dollars in millions)
Future policy benefits:
Interest-sensitive products:
Investment contracts............................ N/A N/A (c) $11,502.9 $12,641.0
Universal life-type contracts................... N/A N/A N/A 4,620.3 4,681.4
--------- ---------
Total interest-sensitive products............. 16,123.2 17,322.4
--------- ---------
Traditional products:
Traditional life insurance contracts............ Company (a) 6% 2,082.4 1,972.3
experience
Limited-payment contracts....................... Company (b) 7% 877.2 985.3
experience,
if applicable
Individual and group accident and health ....... Company Company 6% 4,915.5 4,579.7
experience experience --------- ---------
Total traditional products.................... 7,875.1 7,537.3
--------- ---------
Claims payable and other policyholder funds ........ N/A N/A N/A 1,026.1 1,042.3
Liabilities related to separate accounts and
investment trust.................................. N/A N/A N/A 2,610.1 2,231.4
Liabilities related to certificates of deposit...... N/A N/A N/A 1,873.3 870.5
--------- ---------
Total........................................... $29,507.8 $29,003.9
========= =========
- --------------------
(a) Principally, modifications of the 1965 - 70 and 1975 - 80 Basic, Select
and Ultimate Tables.
(b) Principally, the 1984 United States Population Table and the NAIC 1983
Individual Annuitant Mortality Table.
(c) In both 2000 and 1999: (i) approximately 96 percent of this liability
represented account balances where future benefits are not guaranteed; and
(ii) approximately 4 percent represented the present value of guaranteed
future benefits determined using an average interest rate of approximately
6 percent.
6. INCOME TAXES:
Income tax assets (liabilities) were comprised of the following:
2000 1999
---- ----
(Dollars in millions)
Deferred income tax assets (liabilities):
Actively managed fixed maturities.......................................................... $ 70.3 $ 1.9
Interest-only securities................................................................... 32.2 (282.4)
Venture capital investment in TeleCorp..................................................... (67.9) (127.9)
Cost of policies purchased and cost of policies produced................................... (1,128.0) (1,086.0)
Insurance liabilities...................................................................... 1,031.8 1,137.6
Allowance for loan losses.................................................................. 116.6 33.6
Reserve for losses on loan guarantees...................................................... 87.6 7.0
Unrealized depreciation.................................................................... 371.4 443.4
Net operating loss carryforward............................................................ 393.2 269.9
Other...................................................................................... (293.6) (242.1)
-------- ---------
Deferred income tax assets (liabilities).............................................. 613.6 155.0
Current income tax assets (liabilities)........................................................ 33.6 54.8
--------- ---------
Income tax assets (liabilities)....................................................... $ 647.2 $ 209.8
========= =========
83
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Income tax expense was as follows:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Current tax provision..................................................................... $ 70.9 $270.3 $235.7
Deferred tax provision (benefit).......................................................... (447.1) 152.8 209.9
------- ------ ------
Income tax expense (benefit)..................................................... $(376.2) $423.1 $445.6
======= ====== ======
A reconciliation of the U.S. statutory corporate tax rate to the
effective rate reflected in the consolidated statement of operations is as
follows:
2000 1999 1998
---- ---- ----
U.S. statutory corporate rate............................................................. (35.0)% 35.0% 35.0%
Nondeductible goodwill amortization....................................................... 2.9 3.3 3.6
Other nondeductible expenses.............................................................. 2.2 - -
State taxes............................................................................... .4 .9 1.4
Settlement of tax issues.................................................................. - (2.6) -
Provision for tax issues and other........................................................ 1.9 .2 2.6
----- ---- ----
Income tax expense (benefit)..................................................... (27.6)% 36.8% 42.6%
===== ==== ====
At December 31, 2000, Conseco had federal income tax loss carryforwards
of $1,123.5 million available (subject to various statutory restrictions) for
use on future tax returns. Portions of these carryforwards begin expiring in
2002. The following restrictions exist with respect to the utilization of
portions of the loss carryforwards: (i) $52.0 million may be used only to offset
income from our non-life insurance companies; (ii) $107.0 million (attributable
to acquired companies) may be used only to offset the income from those
companies; and (iii) $964.5 million is available to offset income from certain
life insurance subsidiaries, our finance subsidiaries and other non-life
insurance subsidiaries. None of the carryforwards are available to reduce the
future tax provision for financial reporting purposes.
84
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
7. NOTES PAYABLE AND COMMERCIAL PAPER:
Direct Corporate Obligations
Notes payable and commercial paper, representing direct corporate
obligations at December 31, 2000 and 1999, were as follows (interest rates as of
December 31, 2000):
2000 1999
---- ----
(Dollars in millions)
$1.5 billion bank credit facility (9.2%)..................................... $1,500.0 $1,032.0
Other bank credit facilities (9.2%).......................................... 551.2 -
Commercial paper............................................................. - 898.4
7.875% notes due December 2000............................................... - 150.0
7.6% senior notes due 2001................................................... 118.9 118.9
6.4% notes due 2001 to 2003.................................................. 800.0 800.0
8.5% notes due 2002.......................................................... 450.0 450.0
Notes payable due 2003....................................................... - 250.0
8.75% notes due 2004......................................................... 788.0 -
6.8% senior notes due 2005................................................... 250.0 250.0
9.0% notes due 2006.......................................................... 550.0 550.0
Other........................................................................ 92.1 143.5
-------- --------
Total principal amount.................................................. 5,100.2 4,642.8
Unamortized net discount..................................................... 45.2 18.6
-------- --------
Direct corporate obligations............................................ $5,055.0 $4,624.2
======== ========
During 2000, the Company restructured its bank credit facilities. The
amended facilities include: (i) a $1.5 billion five year facility (the "$1.5
billion facility"); and (ii) other bank credit facilities due December 31, 2001
(the "near-term facilities"). The $1.5 billion facility is due December 31,
2003; however, subject to the absence of any default, the Company may further
extend its maturity to March 31, 2005, provided that: (i) Conseco pays an
extension fee of 3.5 percent of the amount extended; and (ii) cumulative
principal payments of at least $150 million have been paid by September 30, 2002
and at least $300 million by September 30, 2003.
In amending our bank credit facilities, we agreed to the manner in which
the proceeds from asset sales and refinancing transactions would be used.
Through December 31, 2000, the $1,005.6 million of proceeds from such
transactions were used as follows: (i) $257.1 million was used to repay the
notes payable due 2003; (ii) $131.5 million was used to repay the 7.875% notes
due December 2000; (iii) $419.8 million was used to reduce the total borrowings
under our near-term facilities; (iv) $81.9 million was transferred to a
segregated cash account for the payment of debt; and (v) $115.3 million was
added to the general cash balance of the Company. Additional amounts have been
added to the segregated cash account for the payment of debt through March 1,
2001; its balance is now $402.3 million.
Pursuant to the amendment of our bank credit facilities, we have agreed
that any amounts received from asset sales or refinancing transactions occurring
after December 31, 2000 (with certain exceptions), would be used as follows: (i)
the first $13 million received may be retained by Conseco until we have cash on
hand held by the parent company of $330 million; (ii) of the next $512 million
received, $73 million would be used to reduce our near-term facilities and $439
million would be added to the segregated cash account for the payment of public
debt maturing in 2001; (iii) the next $200 million received would be added to
the segregated cash account for the payment of debt maturing in 2001; (iv) the
next available proceeds would be applied 80 percent to reduce our near-term
facilities, with the remaining 20 percent retained by Conseco until we have cash
on hand of $330 million held by the parent company, and then 100 percent to our
near-term facilities until such facilities have been paid in full; and (v) any
subsequent proceeds would be applied: (a) 50 percent to repay the $1.5 billion
facility and to fund a segregated cash account to provide collateral for
Conseco's guarantee related to the directors, officers and key employee stock
purchase program (based on the relative balance due under each facility); and
85
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
(b) the remaining 50 percent would be retained by Conseco. No assurance can be
provided as to the timing, proceeds, or other terms related to any potential
asset sale or financing transaction.
The amended bank credit facilities require the Company to maintain
various financial ratios and balances, as defined in the agreement including:
(i) a debt-to-total capitalization ratio to be less than .450:1.0 at December
31, 2000 and decreasing over time, as defined in the agreement, to 0.30:1.0 at
March 31, 2004 and thereafter (such ratio was .41:1.0 at December 31, 2000);
(ii) an interest coverage ratio greater than 1.00:1.0 for the quarter ending
December 31, 2000 and increasing over time, as defined in the agreement, to
2.00:1.0 for the four quarters ending December 31, 2003 and thereafter (such
ratio was 1.11:1.0 at December 31, 2000); (iii) adjusted earnings, as defined in
the agreement, of at least $650 million for the six months ending March 31, 2001
and increasing over time, as defined in the agreement, to $2,175.0 million for
the year ending December 31, 2004 (the adjusted earnings for the fourth quarter
of 2000 exceed one-half of the requirement for the six months ended March 31,
2001); (iv) Conseco Finance tangible net worth, as defined in the agreement, of
at least $950.0 million at December 31, 2000; $1.2 billion at December 31, 2001;
$1.4 billion at December 31, 2002; $1.65 billion at December 31, 2003; and $2.0
billion at December 31, 2004 (such tangible net worth was in excess of $1.2
billion at December 31, 2000); and (v) an aggregate risk-based capital ratio
with respect to our insurance subsidiaries of at least 200 percent (such ratio
was greater than 240 percent at December 31, 2000).
The amended bank credit facilities require the Company's principal
insurance subsidiaries to achieve a financial strength rating of A- (Excellent)
from A.M. Best by March 31, 2001. On November 7, 2000, A.M. Best upgraded the
financial strength rating of our principal life insurance subsidiaries to A-
(Excellent) from B++ (Very Good), satisfying the covenant requirement. The
amended bank credit facilities also prohibit the payment of cash dividends on
our common stock until the Company has received investment grade ratings on its
outstanding public debt and all amounts due under the near-term facilities have
been paid. The amended bank credit agreements also limit the issuance of
additional debt, contingent obligations, liens, asset dispositions, other
restrictive agreements, affiliate transactions, change in business and
modification of terms of debt or preferred stock, all as defined in the
agreements. The obligations under the amended bank credit facilities are
guaranteed by CIHC, Incorporated, a wholly owned subsidiary of Conseco, and the
ultimate holding company for Conseco's principal operating subsidiaries. In
addition, $151.5 million of our near-term facilities are collateralized by most
of Conseco's assets.
The interest rate on our amended bank credit facilities is based on an
IBOR rate plus a margin of 2.5 percent. Borrowings under the former and amended
bank credit facilities averaged $1,787.3 million during 2000, at a weighted
average interest rate of 7.6 percent.
Borrowings under our commercial paper program averaged $337.3 million, at
a weighted average interest rate of 6.1 percent during 2000. Such borrowings
averaged $1,058.3 million, at a weighted average interest rate of 5.3 percent
during 1999. The actions by rating agencies which occurred after March 31, 2000
affected our ability to issue commercial paper.
On February 7, 2000, the Company completed the public offering of $800.0
million of 8.75 percent notes due February 9, 2004. The notes are unsecured and
rank equally with all other unsecured senior indebtedness of Conseco. Proceeds
from the offering of approximately $794.3 million (after underwriting discounts
and estimated offering expenses) were used to repay outstanding indebtedness.
During 2000, we repurchased: (i) $18.5 million par value of the 7.875
percent notes due 2000 for $16.7 million; and (ii) $12 million par value of the
8.75 percent notes due 2004 for $8.7 million. We recognized an extraordinary
gain of $3.2 million (net of income taxes of $1.7 million) related to these
repurchases. In addition, during 2000, the Company repurchased $250 million of
notes payable due 2003. We recognized an extraordinary loss of $4.9 million (net
of income taxes of $2.6 million) related to this repurchase.
During 1998, we repurchased various senior and senior subordinated debt
with: (i) par value of $343.5 million; (ii) interest rates of 8.125 percent to
11.25 percent; and (iii) maturity dates of 2002 to 2004. We recognized an
extraordinary charge of $42.6 million (net of income taxes of $24.1 million).
86
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Notes payable, representing direct finance obligations (excluding notes
payable related to securitized finance receivables structured as
collateralized borrowings)
Notes payable, representing direct finance obligations (excluding notes
payable related to securitized finance receivables structured as collateralized
borrowings) at December 31, 2000 and 1999, were as follows (interest rates as of
December 31, 2000):
2000 1999
---- ----
(Dollars in millions)
Master repurchase agreements due on various dates in
2001 and 2002 (7.83%)..................................................... $1,806.9 $1,620.9
Credit facility collateralized by retained interests in securitizations
due 2003 (8.71%).......................................................... 590.0 499.0
Medium term notes due September 2002 and April 2003 (6.52%).................. 223.7 226.7
10.25% senior subordinated notes due 2002.................................... 193.6 193.6
Other........................................................................ 3.2 3.1
-------- --------
Total principal amount.................................................. 2,817.4 2,543.3
Unamortized net discount and deferred fees................................... 6.5 3.2
-------- --------
Direct finance obligations.............................................. $2,810.9 $2,540.1
======== ========
Amounts borrowed under master repurchase agreements have increased as the
balance of finance receivables eligible as collateral for these agreements has
increased. At December 31, 2000, we had $3.5 billion in master repurchase
agreements, commercial paper conduit facilities and other facilities with
various banking and investment banking firms for the purpose of financing our
consumer and commercial finance loan production. These facilities typically
provide financing of a certain percentage of the underlying collateral and are
subject to the availability of eligible collateral and, in some cases, the
willingness of the banking firms to continue to provide financing. Some of these
agreements provide for annual terms which are extended either quarterly or
semi-annually by mutual agreement of the parties for an additional annual term
based upon receipt of updated quarterly financial information. At December 31,
2000, we had borrowed $1.8 billion of the $3.5 billion available under such
agreements.
During 2000, the Company amended an agreement with Lehman related to
certain master repurchase agreements and the collateralized credit facility.
Such amendment significantly reduced the restrictions on intercompany payments
from Conseco Finance to Conseco as required by the previous agreement. In
conjunction with the amendment, Conseco agreed to convert $750 million principal
balance of its intercompany note due from Conseco Finance to $750 million stated
value of Conseco Finance 9 percent redeemable cumulative preferred stock (the
"intercompany preferred stock"). After such conversion and prepayments made
during 2000, the intercompany note had a balance of $786.7 million.
Pursuant to the amended agreement, Conseco Finance may make the following
payments to Conseco: (i) interest on the intercompany note; (ii) payments for
products and services provided by Conseco; and (iii) intercompany tax sharing
payments. Conseco Finance may also make the following payments to Conseco
provided the minimum liquidity requirements defined in the amended agreement are
met and the cash payments are applied in the order summarized: (i) unpaid
interest on the intercompany note; (ii) prepayments of principal on the
intercompany note or repayments of any increase to the intercompany receivable
balance; (iii) dividends on the intercompany preferred stock; (iv) redemption of
the intercompany preferred stock; and (v) common stock dividends. The liquidity
test of the amended agreement requires Conseco Finance to have minimum levels of
liquidity both before and after giving effect to such payments to Conseco.
Liquidity, as defined, includes unrestricted cash and may include up to $150
million of liquidity available at Conseco Finance's bank subsidiaries and the
aggregate amount available to be drawn under Conseco Finance's credit facilities
(where applicable, based on eligible excess collateral pledged to the lender
multiplied by the appropriate advance rate). The minimum liquidity must equal or
exceed $250 million, plus: (i) 50 percent of cash up to $100 million generated
by Conseco Finance subsequent to September 21, 2000; and (ii) 25 percent of cash
generated by Conseco Finance in excess of $100 million, provided the total
minimum cash liquidity shall not exceed $350 million and the cash generated by
Conseco
87
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Finance (used in the calculation to increase the minimum) will exclude operating
cash flows and the net proceeds received from certain asset sales and other
events listed in the amended agreement (which are consistent with the courses of
actions we have previously announced).
The amended agreement requires Conseco Finance to maintain various
financial ratios, commencing December 31, 2000, as defined in the agreement.
These ratios include: (i) an adjusted tangible net worth of at least $1.95
billion (such amount was $2.1 billion at December 31, 2000); (ii) a fixed charge
coverage ratio of not less than 1.0:1.0 for the three- month period ending
December 31, 2000, and defined periods thereafter (such ratio was 1.15:1.0 for
the quarter ended December 31, 2000); (iii) a ratio of net worth to total
managed receivables of not less than 4:100 (such ratio was 4.41:100 at December
31, 2000); and (iv) a ratio of total non-warehouse debt (excluding master
repurchase agreements and the collateralized credit facility) to net worth of
less than 1.0:2.0 (such ratio was .08:2.0 at December 31, 2000).
The maturities of notes payable (excluding notes payable related to
securitized finance receivables structured as collateralized borrowings) at
December 31, 2000, were as follows (dollars in millions):
Direct Direct
corporate finance
obligations obligations Total
----------- ----------- -----
Bank credit facilities, master repurchase agreements and
similar credit facilities that are used for short-term funding:
2001................................................................ $ 551.2 $1,806.9 $2,358.1
2002................................................................ 150.0 - 150.0
2003................................................................ 150.0 590.0 740.0
2005................................................................ 1,200.0 - 1,200.0
Term debt:
2001................................................................ 670.0 1.9 671.9
2002................................................................ 451.9 413.7 865.6
2003................................................................ 313.5 4.9 318.4
2004................................................................ 812.5 - 812.5
2005................................................................ 250.0 - 250.0
Thereafter.......................................................... 551.1 - 551.1
-------- -------- --------
Total par value at December 31, 2000.......................... $5,100.2 $2,817.4 $7,917.6
======== ======== ========
Notes Payable Related to Securitized Finance Receivables Structured as
Collateralized Borrowings
Notes payable related to securitized finance receivables structured as
collateralized borrowings were $12,100.6 million and $4,641.8 million at
December 31, 2000 and 1999, respectively. The principal and interest on these
notes are paid using the cash flows from the underlying finance receivables
which serve as collateral for the notes. Accordingly, the timing of the
principal payments on these notes is dependent on the payments received on the
underlying finance receivables which back the notes. The average interest rate
on these notes was 7.7 percent and 7.6 percent at December 31, 2000 and 1999,
respectively.
88
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
8. OTHER DISCLOSURES:
Leases
The Company rents office space, equipment and computer software under
noncancellable operating leases. Rental expense was $70.6 million in 2000, $61.5
million in 1999 and $50.6 million in 1998. Future required minimum rental
payments as of December 31, 2000, were as follows (dollars in millions):
2001 .................................................................... $ 55.4
2002 .................................................................... 45.4
2003 .................................................................... 35.6
2004 .................................................................... 24.7
2005 .................................................................... 19.7
Thereafter................................................................. 28.0
------
Total.............................................................. $208.8
======
Pension and Postretirement Plans
The Company provides certain pension, health care and life insurance
benefits for certain eligible retired employees under partially funded and
unfunded plans in existence at the date on which certain subsidiaries were
acquired. Certain postretirement benefit plans are contributory, with
participants' contributions adjusted annually. Amounts related to the pension
and postretirement benefit plans were as follows:
Postretirement
Pension benefits benefits
----------------- ----------------
2000 1999 2000 1999
---- ---- ---- ----
(Dollars in millions)
Benefit obligation, beginning of year.............. $20.6 $ 88.5 $ 21.9 $ 25.9
Service cost................................... - 7.3 - -
Interest cost.................................. 1.4 3.0 1.5 1.6
Plan participants' contributions............... - - 1.3 1.9
Amendments to plan............................. - - .4 -
Actuarial loss (gain).......................... 1.8 (40.6) (1.2) (2.6)
Settlement and curtailment gains............... - (15.8) - -
Benefits paid.................................. (5.9) (21.8) (2.8) (4.9)
----- ------ ------ ------
Benefit obligation, end of year.................... $17.9 $ 20.6 $ 21.1 $ 21.9
===== ====== ====== ======
Fair value of plan assets, beginning of year....... $18.8 $ 15.1 $ 4.3 $ 5.1
Actual return on plan assets................... (.4) 2.5 .4 .3
Employer contributions......................... 6.9 3.7 - -
Plan participants' contributions............... - - - .4
Benefits paid.................................. (5.4) (2.5) (1.7) (1.5)
----- ------ ------ ------
Fair value of plan assets, end of year............. $19.9 $ 18.8 $ 3.0 $ 4.3
===== ====== ====== ======
Funded status...................................... $ 2.0 $ (1.8) $(18.1) $(17.6)
Unrecognized net actuarial loss (gain)............. 4.6 .4 (12.1) (12.5)
Unrecognized prior service cost.................... - - (1.8) -
----- ------ ------ ------
Prepaid (accrued) benefit cost.............. $ 6.6 $ (1.4) $(32.0) $(30.1)
===== ====== ====== ======
We used the following weighted average assumptions to calculate benefit
obligations for our 2000 and 1999 valuations: discount rate of approximately 7.1
percent and 6.9 percent, respectively; an expected return on plan assets of
approximately 8.4 percent and 8.2 percent, respectively; and an assumed rate of
compensation increase of 5.5 percent in
89
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
1999. Beginning in 2000, as a result of plan amendments, no assumption for
compensation increases was required. For measurement purposes, we assumed an 8.6
percent annual rate of increase in the per capita cost of covered health care
benefits for 2001, decreasing gradually to 5.0 percent in 2010 and remaining
level thereafter. During 2000 and 1999, we amended the pension plans of recently
acquired companies to reduce future benefits accruing under such plans. These
changes resulted in the actuarial, settlement and curtailment gains summarized
above.
Components of the cost we recognized related to pension and
postretirement plans were as follows:
Postretirement
Pension benefits benefits
-------------------------- --------------------------
2000 1999 1998 2000 1999 1998
---- ---- ---- ---- ---- ----
(Dollars in millions)
Service cost....................................... $ - $ 7.3 $ 7.3 $ - $ - $ -
Interest cost...................................... 1.4 3.0 5.0 1.5 1.6 1.8
Expected return of plan assets..................... (1.7) (1.4) (.9) (.2) (.2) (.2)
Amortization of prior service cost................. - - .2 (.9) (.8) (1.6)
Settlement gain.................................... (.3) - - - - -
Recognized net actuarial loss...................... - 1.0 2.2 - - (.2)
----- ----- ----- ---- ------ ----
Net periodic cost (benefit)................. $ (.6) $ 9.9 $13.8 $ .4 $ .6 $(.2)
===== ===== ===== ==== ==== ====
A one-percentage-point change in the assumed health care cost trend rates
would have an insignificant effect on the net periodic benefit cost of our
postretirement benefit obligation.
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 $9.1 million in
2000, $10.3 million in 1999, and $6.2 million in 1998. Matching contributions
are required to be made either in cash or in Conseco common stock.
Litigation
Conseco Finance was served with various related lawsuits filed in the
United States District Court for the District of Minnesota. These lawsuits were
generally filed as purported class actions on behalf of persons or entities who
purchased common stock or options to purchase common stock of Conseco Finance
during alleged class periods that generally run from February 1995 to January
1998. One action (Florida State Board of Admin. v. Green Tree Financial Corp.,
Case No. 98-1162) did not include class action claims. In addition to Conseco
Finance, certain current and former officers and directors of Conseco Finance
are named as defendants in one or more of the lawsuits. Conseco Finance and
other defendants obtained an order consolidating the lawsuits seeking class
action status into two actions, one of which pertains to a purported class of
common stockholders (In re Green Tree Financial Corp. Stock Litig., Case No.
97-2666) and the other which pertains to a purported class action of stock
option traders (In re Green Tree Financial Corp. Options Litig., Case No.
97-2679). 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 Conseco Finance 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 Conseco Finance (particularly with respect to
prepayment assumptions and performance of certain loan portfolios of Conseco
Finance) which allegedly rendered Conseco Finance's financial statements false
and misleading. On August 24, 1999, the United States District Court for the
District of Minnesota issued an order to dismiss with prejudice all claims
alleged in the lawsuits. The plaintiffs subsequently appealed the decision to
the U.S. Court of Appeals for the 8th Circuit, and the appeal is currently
pending. The Company believes that the lawsuits are without merit and intends to
continue to defend them vigorously. The ultimate outcome of these lawsuits
cannot be predicted with certainty.
A total of forty-five suits were filed against the Company in the United
States District Court for the Southern District of Indiana. Nineteen of these
cases were putative class actions on behalf of persons or entities that
purchased the Company's common stock during alleged class periods that generally
run from April 1999 through April 2000. Two cases were
90
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
putative class actions on behalf of persons or entities that purchased the
Company's bonds during the same alleged class periods. Three cases were putative
class actions on behalf of persons or entities that purchased or sold option
contracts, not issued by the Company, on the Company's common stock during the
same alleged class periods. One case was a putative class action on behalf of
persons or entities that purchased the Company's "FELINE PRIDES" convertible
preferred stock instruments during the same alleged class periods. With four
exceptions, in each of these twenty-five cases two former officers/directors of
the Company are named as defendants. In each case, the plaintiffs assert claims
under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. In each
case, plaintiffs allege that the Company and the individual defendants violated
the federal securities laws by, among other things, making false and misleading
statements about the current state and future prospects of Conseco Finance
(particularly with respect to performance of certain loan portfolios of Conseco
Finance) which allegedly rendered the Company's financial statements false and
misleading. The Company believes that these lawsuits are without merit and
intends to defend them vigorously. The ultimate outcome of these lawsuits cannot
be predicted with certainty.
Eleven of the cases in the United States District Court were filed as
purported class actions on behalf of persons or entities that purchased
preferred securities issued by various Conseco Financing Trusts, including
Conseco Financing Trust V, Conseco Financing Trust VI, and Conseco Financing
Trust VII. Each of these complaints named as defendants the Company, the
relevant trust (with two exceptions), two former officers/directors of the
Company, and underwriters for the particular issuance (with one exception). One
complaint also named an officer and all of the Company's directors at the time
of issuance of the preferred stock by Conseco Financing Trust VII. In each case,
plaintiffs assert claims under Section 11 and Section 15 of the Securities Act
of 1933, and the eight complaints also asserted claims under Section 12(a)(2) of
that Act. Two complaints also asserted claims under Sections 10(b) and 20(a) of
the Securities Exchange Act of 1934, and one complaint also asserted a claim
under Section 10(b) of that Act. In each case, plaintiffs alleged that the
defendants violated the federal securities laws by, among other things, making
false and misleading statements, in Prospectuses and/or Registration Statements
related to the issuance of preferred securities by the Trust involved, regarding
the current state and future prospects of Conseco Finance (particularly with
respect to performance of certain loan portfolios of Conseco Finance) which
allegedly rendered the disclosure documents false and misleading.
All of the securities cases have now been consolidated into one case in
the United States District Court for the Southern District of Indiana,
captioned: "In Re Conseco, Inc. Securities Litigation", cause number
IP00-585-C-Y/S. An amended complaint was filed on January 12, 2001. The Company
intends to defend this lawsuit vigorously. The ultimate outcome cannot be
predicted with certainty.
Nine shareholder derivative suits were filed in United States District
Court. The complaints named as defendants the current directors, certain former
directors, certain non-director officers of the Company (in one case), and,
alleging aiding and abetting liability, certain banks which allegedly made loans
in relation to the Company's "Stock Purchase Plan" (in these cases). The Company
is also named as a nominal defendant in each complaint. Plaintiffs allege that
the defendants breached their fiduciary duties by, among other things,
intentionally disseminating false and misleading statements concerning the
acquisition, performance and proposed sale of Conseco Finance, and engaged in
corporate waste by causing the Company to guarantee loans that certain officers,
directors and key employees of the Company used to purchase stock under the
Stock Purchase Plan. These cases have now been consolidated into one case in the
United States District Court for the Southern District of Indiana, captioned:
"In Re Conseco, Inc. Derivative Litigation", cause number IP00655-C-Y/S. An
amended complaint is expected to be filed in April 2001. Three similar cases
have been filed in the Hamilton County Superior Court in Indiana. Schweitzer v.
Hilbert, et al., Cause No. 29001-0004CP251; Evans v. Hilbert, et al., Cause No.
29001-0005CP308 (both Schweitzer and Evans name as defendants certain
non-director officers); Gintel v. Hilbert, et al., Cause No. 29003-0006CP393
(naming as defendants, and alleging aiding and abetting liability as to, banks
which allegedly made loans in relation to the Stock Purchase Plan). The Company
believes that these lawsuits are without merit and intends to defend them
vigorously. The ultimate outcome of these lawsuits cannot be predicted with
certainty.
Conseco, Inc. and its subsidiaries, Conseco Services, LLC, Washington
National Insurance Company and United Presidential Life Insurance Company are
currently named defendants in a lawsuit filed in the Circuit Court of Claiborne
County, Mississippi, Cause No. CV-99-0106, and captioned "Carla Beaugez, Lois
Dearing, Lee Eaton and all other persons identified in the lawsuit v. Conseco,
Inc., Conseco Services, Inc., Washington National Company, United Presidential
Life Insurance Company and Larry Ratcliff." The claims of the eighty-seven
plaintiffs arise out of allegedly wrongful increases of the cost of insurance
and decrease in the credited interest rates on universal life policies issued to
the plaintiffs by United
91
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Presidential Life. The plaintiffs asserted claims including negligent and
intentional misrepresentation, fraudulent concealment, fraudulent inducement,
common law fraud, and deceptive sales practices. The Company believes this
lawsuit is without merit and is defending it vigorously. The ultimate outcome of
this lawsuit cannot be predicted with certainty.
Conseco Finance is a defendant in two arbitration proceedings in South
Carolina (Lackey v. Green Tree Financial Corporation, n/k/a Conseco Finance
Corp. and Bazzle v. Green Tree Financial Corporation, n/k/a Conseco Finance
Corp.) where the arbitrator, over Conseco Finance's objection, allowed the
plaintiffs to pursue purported class action claims in arbitration. The two
purported arbitration classes consist of South Carolina residents who obtained
real estate secured credit from Conseco Finance's Manufactured Housing Division
(Lackey) and Home Improvement Division (Bazzle) in the early and mid 1990s, and
did not receive a South Carolina specific disclosure form relating to selection
of attorneys in connection with the credit transactions. The arbitrator, in
separate awards issued on July 24, 2000, awarded a total of $26.8 million in
penalties and attorneys' fees. The awards were confirmed as judgements in both
Lackey and Bazzle. These matters are currently on appeal at the South Carolina
Supreme Court. Conseco Finance intends to vigorously challenge the awards and
believes that the arbitrator erred by, among other things, conducting class
action arbitrations without the authority to do so and misapplying South
Carolina law when awarding the penalties. The ultimate outcome of these
proceedings cannot be predicted with certainty.
In addition, the Company and its subsidiaries are involved on an ongoing
basis in other lawsuits related to their operations. Although the ultimate
outcome of certain of such matters cannot be predicted, such lawsuits currently
pending against the Company or its subsidiaries are not 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.
Guaranty Fund Assessments
The balance sheet at December 31, 2000, includes: (i) accruals of $20.4
million, representing our estimate of all known assessments that will be levied
against the Company's insurance subsidiaries by various state guaranty
associations based on premiums written through December 31, 2000; and (ii)
receivables of $11.9 million that we estimate will be recovered through a
reduction in future premium taxes as a result of such assessments. At December
31, 1999, such guaranty fund assessment related accruals were $29.2 million and
such receivables were $13.1 million. These estimates are subject to change when
the associations determine more precisely the losses that have occurred and how
such losses will be allocated among the insurance companies. We recognized
expense for such assessments of $8.4 million in 2000, $5.0 million in 1999 and
$16.2 million in 1998.
Guarantees
In conjunction with certain sales of finance receivables, we provided
guarantees aggregating approximately $1.5 billion at December 31, 2000. We
consider any potential payments related to these guarantees in the projected net
cash flows used to determine the value of our interest-only securities. During
2000, advances of interest and principal payments related to such guarantees
totaled $23.2 million.
We have guaranteed bank loans totaling $552.9 million to approximately
160 current and former directors, officers and key employees. The funds were
used by the participants to purchase approximately 18.4 million shares of
Conseco common stock in open market or negotiated transactions with independent
parties. Such shares are held by the bank as collateral for the loans. In
addition, Conseco has provided loans to participants for interest on the bank
loans totaling $96.8 million. During the third quarter of 2000, the Company
negotiated a new guarantee with the banks which expires on December 31, 2003,
and is available to participants who qualify and choose to participate in a new
lending program. A key goal of the program is to reduce the balance of each
participant's bank and interest loans to $25 per share of stock purchased
through the program. Such reductions are to occur through cash payments and pay
for performance programs. In order to receive the pay for performance program
benefits, participants in the new program are required to put to the Company, 75
percent of the value in excess of $25 per share of the shares purchased through
this program, as determined on December 31, 2003. A subsidiary of Conseco has
pledged $50 million of cash collateral in conjunction with the guarantee of a
portion of the bank loans. Conseco also granted a security interest in most of
its assets in conjunction with the guarantee of a portion of the bank loans. At
December 31, 2000, the guaranteed bank loans and interest loans exceeded the
value of the common stock collateralizing the loans by approximately $450
million. All participants have agreed to
92
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
indemnify Conseco for any loss incurred on their loans. We regularly evaluate
these guarantees and loans in light of the collateral and the creditworthiness
of the participants. We established an additional noncash provision in
connection with these guarantees and loans of $231.5 million ($150.0 million
after the income tax benefit) during 2000. Such provision is included as a
component of the provision for losses. At December 31, 2000, the total reserve
for losses on the loan guarantees was $250.4 million.
Company-Obligated Mandatorily Redeemable Preferred Securities of
Subsidiary Trusts
Certain wholly owned subsidiary trusts have issued preferred securities
in public offerings. The trusts used the proceeds from these offerings to
purchase subordinated debentures from Conseco. The terms of the preferred
securities parallel the terms of the debentures, which account for substantially
all trust assets. The preferred securities are to be redeemed on a pro rata
basis, to the same extent as the debentures are repaid. Under certain
circumstances involving a change in law or legal interpretation, the debentures
may be distributed to the holders of the preferred securities. Our obligations
under the debentures and related agreements, taken together, provide a full and
unconditional guarantee of payments due on the preferred securities. The
debentures issued to the subsidiary trusts and the common securities purchased
by Conseco from the subsidiary trusts are eliminated in the consolidated
financial statements.
In April 2000, the Company and the holder of the Redeemable Hybrid Income
Overnight Shares ("RHINOS") issued in 1999 agreed to the repurchase by the
Company of the RHINOS at their $250 million par value. The Company recognized an
extraordinary loss of $3.3 million (net of income taxes of $1.8 million) in the
second quarter of 2000 related to the redemption.
Company-obligated mandatorily redeemable preferred securities of
subsidiary trusts at December 31, 2000, were as follows:
Year Carrying Distribution Earliest/mandatory
issued Par value value rate redemption dates
------ --------- ----- ---- ----------------
(Dollars in millions)
Trust Originated Preferred Securities................ 1999 $ 300.0 $ 292.6 9.44% 2004/2029 (c)
Trust Originated Preferred Securities ............... 1998 500.0 490.0 8.70 2003/2028 (c)
Trust Originated Preferred Securities................ 1998 230.0 225.1 9.00 2003/2028 (c)
Capital Securities (a)............................... 1997 300.0 300.0 8.80 2027
FELINE PRIDES (b).................................... 1997 503.6 496.2 6.75 2003
Trust Originated Preferred Securities................ 1996 275.0 275.0 9.16 2001/2026 (c)
Capital Trust Pass-through Securities (a)............ 1996 325.0 325.0 8.70 2026
-------- --------
$2,433.6 $2,403.9
======== ========
- ---------------
(a) These securities may be redeemed anytime at: (i) the principal balance;
plus (ii) a premium equal to the excess, if any, of the sum of the
discounted present value of the remaining scheduled payments of principal
and interest using a current market interest rate over the principal amount
of securities to be redeemed.
(b) Each FELINE PRIDES includes: (a) a stock purchase contract under which the
holder: (i) will purchase a number of shares of Conseco common stock on
February 16, 2001 (ranging from .9363 to 1.1268 shares per FELINE PRIDES
equivalent to $44.38 to $53.40 per common share) under the terms specified
in the stock purchase contract; and (ii) will receive a contract adjustment
payment equal to .25 percent of the value of the security; and (b) a
beneficial ownership of a 6.75 percent trust originated preferred security.
Each holder received aggregate cumulative cash distributions at the annual
rate of 7 percent of the $50 stated amount per security, payable quarterly.
On February 16, 2001, the trust preferred securities component of the
FELINE PRIDES were retained by the Company (and subsequently retired) as
payment under the stock purchase contract in accordance with their terms
and, as a result, we issued 11.4 million shares of Conseco common stock to
the holders of the FELINE PRIDES.
(c) The mandatory redemption dates of these securities may be extended for up
to 19 years.
93
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Reclassification Adjustments Included in Comprehensive Income
The changes in unrealized appreciation (depreciation) included in
comprehensive income are net of reclassification adjustments for after-tax net
gains (losses) from the sale of investments included in net income of
approximately $220 million, $(25) million and $475 million for the years ended
December 31, 2000, 1999 and 1998, respectively.
9. SPECIAL CHARGES
Special Charges Incurred in 2000
The Company incurred significant special charges during 2000, primarily
related to the restructuring of our debt, restructuring of our finance business
and payments made pursuant to employment contracts. The following table
summarizes the special charges, which are further described in the paragraphs
which follow (dollars in millions):
Advisory and professional fees related to debt restructuring................ $ 9.9
Restructuring of finance business:
Lower of cost or market adjustment for finance receivables
identified for sale.................................................. 103.3
Loss on sale of transportation loans and vendor services
financing business................................................... 51.0
Loss on sale of asset-based loans...................................... 68.2
Loss on sale of subprime automobile and bankcard business, net......... 61.9
Costs related to closing offices and streamlining businesses........... 31.2
Abandonment of computer processing systems............................. 35.8
Advisory fees and warrant paid and/or issued to Lehman
and other investment banks........................................... 122.4
Executive contracts:
Executive termination payment ......................................... 72.5
Chief Executive Officer signing payment................................ 45.0
Warrants issued to General Electric Company............................ 21.0
Reserve methodology change at bank subsidiary............................... 48.0
Other items................................................................. 29.1
------
Special charges before income tax benefit.......................... 699.3
Income tax benefit related to special charges............................... 181.0
------
Special charges, net of income tax benefit......................... $518.3
======
Advisory and professional fees related to debt restructuring
During 2000, we incurred $9.9 million of non-deferrable advisory and
professional fees primarily related to the restructuring of our bank credit
facilities.
Lower of cost or market adjustment for finance receivables identified for
sale
On July 27, 2000, we announced several courses of action to restructure
our finance business, including the sale or runoff of the finance receivables of
several business lines. The carrying value of the loans held for sale has been
reduced to the lower of cost or market, consistent with our accounting policy
for such loans. The reduction in value of these loans of $103.3 million
(including a $45.9 million increase to the allowance for credit losses)
primarily relates to transportation finance receivables (primarily loans for the
purchase of trucks and buses). These loans have experienced a significant
decrease in value as a result of the adverse economic effect that the recent
increases in oil prices and competition have had on borrowers in the
transportation business.
94
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Loss on sale of transportation loans and vendor services financing
business
During the fourth quarter of 2000, we sold transportation loans with a
carrying value of $566.0 million (after the market adjustment described above)
in whole loan sale transactions. We recognized an additional loss of $30.7
million on the sale. During 2000, we recognized a special charge and reduced
goodwill by $20.3 million, representing the difference between: (i) the carrying
value of the net assets of the vendor services financing business; and (ii) the
anticipated proceeds from the sale of such business, which was completed in the
first quarter of 2001.
Loss on sale of asset-based loans
During the third quarter of 2000, we sold asset-based loans with a
carrying value of $216.1 million in whole loan sale transactions. We recognized
a loss of $68.2 million on these sales.
Loss on sale of subprime automobile and bankcard business
During the second quarter of 2000, we sold all of the finance receivables
of our subprime automobile financing and servicing companies and terminated
their operations. In addition, we sold substantially all of our bankcard (Visa
and Mastercard) portfolio. We recognized a net loss on these sales of $61.9
million.
Costs related to closing offices and streamlining businesses
Our restructuring activities included the closing of several branch
offices and streamlining our businesses. These activities included a reduction
in the work force of approximately 1,700 employees. The Company incurred a
charge of $8.6 million related to severance costs paid to terminated employees
in 2000. The Company also incurred lease termination and direct closing costs of
$12.3 million associated with the branch offices closed in conjunction with the
restructuring activities. In addition, fixed assets and leasehold improvements
of $10.3 million were abandoned when the branch offices were closed.
Abandonment of computer processing systems
We recorded a $35.8 million charge in 2000 to write off the carrying
value of capitalized computer software costs for projects that have been
abandoned in conjunction with our restructuring. These costs are primarily
associated with: (i) computer processing systems under development that would
require significant additional expenditures to complete and that are
inconsistent with our current business plan; and (ii) computer systems related
to the lines of business discontinued by the Company and therefore are no longer
required.
Advisory fees and warrant paid and/or issued to Lehman and other
investment banks
In May 2000, we sold approximately $1.3 billion of finance receivables to
Lehman and its affiliates for cash and a right to share in future profits from a
subsequent sale or securitization of the assets sold. We paid a $25.0 million
transaction fee to Lehman in conjunction with the sale, which was included in
special charges. Such loans were sold to Lehman at a value which approximated
net book value, less the fee paid to Lehman.
During the second and third quarters of 2000, we repurchased a
significant portion of the finance receivables sold to Lehman. These finance
receivables were subsequently included in securitization transactions structured
as financings. The cost of the finance receivables purchased from Lehman did not
differ materially from the book value of the loans prior to their sale to
Lehman.
Lehman has also amended its master repurchase financing facilities with
our finance operations to expand the types of assets financed. As partial
consideration for the financing transaction, Lehman received a warrant, with a
nominal exercise price, for five percent of the common stock of Conseco Finance.
The warrant has a five-year term. After three years, the holder of the warrant
or Conseco Finance may cause the warrant and any stock issued upon its exercise
to be purchased for cash at an appraised value. Since the warrant permits cash
settlement at fair value at the option of the holder of the warrant, it has been
classified as a liability measured at fair value, with changes in its value
reported in earnings.
95
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
The warrant would be cancelled in certain circumstances in the event the holder
thereof or an affiliate participates in a group that purchases Conseco Finance.
The initial $48.1 million estimated value of the warrant was recognized as an
expense during the second quarter of 2000. The estimated fair value of the
warrant did not change materially during 2000.
We also paid Lehman $20.0 million in fees for its efforts to form an
investor group to purchase Conseco Finance. In addition, the Company paid other
investment banks and financial institutions $24.0 million in advisory fees
related to the potential sale of Conseco Finance and consultation regarding
various other transactions.
We also paid Lehman $5.3 million in advisory fees related to the finance
business and debt restructuring.
Executive Terminations
On April 28, 2000, Conseco and Stephen C. Hilbert, the Company's former
Chairman and Chief Executive Officer, entered into an agreement pursuant to
which Mr. Hilbert's employment was terminated. As contemplated by the terms of
his employment agreement, Mr. Hilbert received: (i) $72.5 million (prior to
required withholdings for taxes), an amount equal to five times his salary and
the non-discretionary bonus amount (as defined in his employment agreement) for
this year; less (ii) the amount due under a secured loan of $23 million, plus
accrued interest, made to Mr. Hilbert on April 6, 2000. Mr. Hilbert also
received the bonus of $3,375,000 payable under his employment agreement for the
first quarter of 2000. Conseco agreed to continue to treat Mr. Hilbert as though
he was an employee/participant for purposes of the guaranteed bank loans and the
loans for interest on such loans pursuant to the stock purchase program. Conseco
also entered into a consulting agreement with Mr. Hilbert pursuant to which Mr.
Hilbert has agreed to provide consulting services up to an average of 25 hours
per month for a period of three years. Mr. Hilbert also agreed not to compete
with Conseco during the term of the consulting agreement. On April 27, 2000, Mr.
Hilbert was granted options to purchase an aggregate of 2,000,000 shares of
Conseco common stock at a price of $5.75 per share (the average of the high and
low sales prices on the New York Stock Exchange on such date). The options
expire on April 26, 2003.
On April 28, 2000, Conseco and Rollin M. Dick, the Company's former Chief
Financial Officer, entered into an agreement pursuant to which Mr. Dick's
employment was terminated. As contemplated by the terms of his employment
agreement, Conseco agreed to pay Mr. Dick his salary of $250,000 per year
through December 31, 2001, and he also received the bonus of $187,500 payable
under his employment agreement for the first quarter of 2000. Conseco also
agreed to continue to treat Mr. Dick as though he was an employee/participant
for purposes of the guaranteed bank loans and the loans for interest on such
loans pursuant to the stock purchase program. Conseco also entered into a
consulting agreement with Mr. Dick pursuant to which Mr. Dick has agreed to
provide consulting services up to an average of 25 hours per month for a period
of three years. Mr. Dick also agreed not to compete with Conseco during the term
of the consulting agreement. On April 27, 2000, Mr. Dick was granted options to
purchase an aggregate of 600,000 shares of Conseco common stock at a price of
$5.75 per share. The options expire on April 26, 2003.
Executive Hiring
On June 28, 2000, the Company hired Gary C. Wendt as its Chief Executive
Officer. Pursuant to the terms of his employment agreement, Mr. Wendt received a
payment of $45 million (prior to required withholdings for taxes) and was
granted options to purchase an aggregate of 10,000,000 shares of Conseco common
stock at a price of $5.875 per share (the average of the high and low sales
price on the New York Stock Exchange on the date on which the substantial terms
of Mr. Wendt's employment were agreed to). The options vest over the next five
years and expire on June 28, 2010. The Company also issued 3,200,000 shares of
restricted stock to Mr. Wendt. The restrictions on the stock lapse if Mr. Wendt
remains employed by Conseco through June 30, 2002, or upon a "change in control"
of the Company. The value of the restricted shares ($18.8 million) will be
recognized as an expense to the Company over the two year period ending June 30,
2002. Mr. Wendt is also being provided certain supplemental retirement,
insurance and other benefits under the terms of his employment agreement.
Warrants issued to General Electric Company
In conjunction with Mr. Wendt's hiring and his release from noncompete
provisions of a prior agreement, the Company issued a warrant to a subsidiary of
General Electric Company to purchase 10,500,000 shares of Conseco common
96
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
stock at a purchase price of $5.75 per share. The estimated value of the warrant
at the date of issuance ($21.0 million) was recognized as a special charge.
Reserve Methodology Change at Bank Subsidiary
During the fourth quarter of 2000, we increased the allowance for credit
losses related to credit card receivables held by our bank subsidiary. We
implemented a more conservative approach pursuant to a recent regulatory
examination, which resulted in this special charge.
Special Charges Incurred in 1998
During 1998, we recognized special charges of $148.0 million related to
the Merger including: $45.0 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 such as fees paid for investment
bankers, attorneys, accountants and printers. 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.
10. SHAREHOLDERS' EQUITY:
We are authorized to issue up to 20 million shares of preferred stock. On
December 15, 1999, we issued $500.0 million (2.6 million shares) of Series F
Common-Linked Convertible Preferred Stock (the "Series F Preferred Stock") to
Thomas H. Lee Company and affiliated investors. The Series F Preferred Stock is
convertible into Conseco common stock at a common equivalent rate of $19.25 per
share. The Series F Preferred Stock pays a 4 percent dividend, of which an
amount at least equal to the common dividend will be payable in cash, and the
remainder may be paid in additional Series F shares valued at $19.25 per share.
In September 2000, we suspended the payment of common stock dividends, so the
entire third and fourth quarter dividends on the Series F shares were paid in
additional Series F shares. The Series F Preferred Stock ranks senior to the
common stock outstanding and has a liquidation preference of $192.50 per share
plus all declared and unpaid dividends.
In February 1999, we redeemed all $105.5 million (carrying value) of
outstanding shares of Preferred Redeemable Increased Dividend Equity Securities,
7% PRIDES Convertible Preferred Stock ("PRIDES") in exchange for 5.9 million
shares of Conseco common stock.
97
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Changes in the number of shares of common stock outstanding during the
years ended December 31, 2000, 1999 and 1998 were as follows:
2000 1999 1998
---- ---- ----
(Shares in thousands)
Balance, beginning of year.......................................................... 327,679 315,844 310,012
Stock options exercised......................................................... 94 5,130 9,125
Stock warrants exercised........................................................ - - 862
Issuance of shares.............................................................. - 3,582 -
Common shares converted from convertible subordinated debentures................ - - 2,246
Common shares converted from PRIDES............................................. - 5,904 578
Shares issued under employee benefit compensation plans:
Deferred compensation plan of former Chairman and Chief
Executive Officer......................................................... 1,491 - -
Other........................................................................ 301 126 46
Settlement of forward contract and common stock acquired........................ (4,247) (2,907) (7,025)
-------- -------- --------
Balance, end of year................................................................ 325,318 327,679 315,844
======= ======= =======
Dividends declared on common stock for 2000, 1999 and 1998, were $.10,
$.580 and $.530 per common share, respectively. As part of our plan to
strengthen our capital structure, the Board of Directors reduced the cash
dividend on our common stock to a quarterly rate of 5 cents per share, which was
paid in April and July of 2000. In September 2000, cash dividend payments on our
common stock were suspended. The amended bank credit facilities prohibit the
payment of cash dividends on our common stock until the Company has received
investment grade ratings on its outstanding public debt and the bank credit
facilities maturing in December 2001 are paid in full.
During 1999, we sold 3.6 million shares of our common stock to an
unaffiliated party (the "Buyer"). Simultaneous with the issuance of the common
stock, we entered into a forward transaction with the Buyer to be settled at
$29.0625 per share in a method of our choosing (i.e., cash settlement, transfer
of net shares to or from the Buyer, or transfer of net cash to or from the
Buyer). We settled the contract in March 2000 by repurchasing 3.6 million shares
held by the Buyer.
Conseco's 1994 Stock and Incentive Plan authorizes the granting of
options to employees and directors of the Company to purchase up to 24 million
shares of Conseco common stock at a price not less than its market value on the
date the option is granted. In 1997, the Company adopted the 1997 Non-qualified
Stock Option Plan, which authorizes the granting of non-qualified options to
employees of the Company to purchase shares of Conseco common stock. The
aggregate number of shares of common stock for which options may be granted
under the 1997 plan, when added to all outstanding, unexpired options under the
Company's employee benefit plans, shall not exceed 20 percent of the total of
shares of common stock outstanding plus the number of shares issuable upon
conversion of any outstanding convertible security on the date of grant
(calculated in the manner set forth in the 1997 plan). The options may become
exercisable immediately or over a period of time. The plans also permit granting
of stock appreciation rights and certain other awards.
98
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
The stock option activity and related information includes the combined
activity and information of both Conseco and Conseco Finance for all periods. A
summary of the Company's stock option activity and related information for the
years ended December 31, 2000, 1999 and 1998, is presented below (shares in
thousands):
2000 1999 1998
--------------------- ---------------------- ----------------------
Weighted Weighted Weighted
average average average
exercise exercise exercise
Shares price Shares price Shares price
------ ----- ------ ----- ------ -----
Outstanding at the beginning of year.... 33,750 $32.15 32,085 $30.91 33,511 $24.78
Options granted (a)..................... 18,404 7.10 7,725 26.37 12,685 38.35
Exercised............................... (95) 8.15 (5,130) 15.83 (9,125) 19.36
Forfeited or terminated................. (15,952) 34.56 (930) 30.37 (4,986) 29.78
------- ------- -------
Outstanding at the end of the year...... 36,107 18.38 33,750 32.15 32,085 30.91
====== ====== ======
Options exercisable at year-end......... 13,905 19,937 16,213
====== ====== ======
Available for future grant............ 34,853 37,290 32,873
====== ====== ======
- --------------------
(a) Options granted during 2000 included: (i) options to purchase 2,000,000
shares of Conseco common stock at a price of $5.75 per share issued to the
former Chairman and Chief Executive Officer, expiring in April 2003; (ii)
options to purchase 600,000 shares of Conseco common stock at a price of
$5.75 per share issued to the former Chief Financial Officer, expiring in
April 2003; and (iii) options to purchase 10,000,000 shares of Conseco
common stock at a price of $5.875 per share issued to the new Chief
Executive officer, expiring June 2010.
The following table summarizes information about stock options
outstanding at December 31, 2000 (shares in thousands):
Options outstanding Options exercisable
---------------------------------------- ------------------------
Weighted Weighted Weighted
average average average
Range of Number remaining exercise Number exercise
exercise prices outstanding life (in years) price exercisable price
- --------------- ----------- --------------- ----- ----------- -----
$5.00- 16.57...................... 19,466 7.6 $ 7.53 4,702 $ 8.95
17.63- 26.19...................... 6,664 7.0 23.57 3,765 24.30
27.19- 30.41...................... 2,103 12.0 30.11 806 29.72
30.73 - 45.84..................... 6,640 6.0 35.33 4,452 35.64
46.71 - 51.28..................... 1,234 7.3 50.41 180 48.76
------ ------
36,107 13,905
====== ======
99
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
We apply Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and related interpretations in accounting for our
stock option plans. Since the amount an employee must pay to acquire the stock
is equal to the market price of the stock on the grant date, no compensation
cost has been recognized for our stock option plans. Had compensation cost been
determined based on the fair value at the grant dates for awards granted after
January 1, 1995, consistent with the method of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation", the Company's pro
forma net income and pro forma earnings per share for the years ended December
31, 2000, 1999 and 1998 would have been as follows:
2000 1999 1998
------------------------- ------------------------- ------------------------
As reported Pro forma As reported Pro forma As reported Pro forma
----------- --------- ----------- --------- ----------- ---------
(Dollars in millions, except per share amounts)
Net income (loss)..................... $(1,191.2) $(1,218.3) $595.0 $559.9 $467.1 $389.9
Basic earnings (loss) per share....... (3.69) (3.77) 1.83 1.73 1.47 1.23
Diluted earnings (loss) per share..... (3.69) (3.77) 1.79 1.69 1.40 1.17
We estimated the fair value of each option grant used to determine the
pro forma amounts summarized above using the Black-Scholes option valuation
model with the following weighted average assumptions for 2000, 1999 and 1998:
2000 Grants 1999 Grants 1998 Grants
----------- ----------- -----------
Weighted average risk-free interest rates...... 6.3% 5.6% 5.4%
Weighted average dividend yields............... 2.4% 2.2% 1.2%
Volatility factors............................. 40% 35% 35%
Weighted average expected life................. 6.1 years 4 years 4 years
Weighted average fair value per share.......... $2.84 $7.34 $12.16
At December 31, 2000, a total of 125 million shares of common stock were
reserved for issuance under stock options, stock bonus and deferred compensation
plans, Series F Preferred Stock, warrants to buy 700,000 shares of Conseco
common stock for $19.71 per share at anytime through September 29, 2006 and
warrants to buy 10,500,000 shares of Conseco common stock for $5.75 at any time
through June 2005.
100
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
A reconciliation of income and shares used to calculate basic and diluted
earnings per share is as follows:
2000 1999 1998
---- ---- ----
(Dollars in millions and shares in thousands)
Income (loss):
Net income (loss)................................................... $(1,191.2) $595.0 $467.1
Preferred stock dividends........................................... 11.0 1.5 7.8
--------- ------ ------
Income (loss) applicable to common ownership for basic
earnings per share.............................................. (1,202.2) 593.5 459.3
Effect of dilutive securities:
Preferred stock dividends......................................... - 1.5 7.8
--------- ------ ------
Income (loss) applicable to common ownership and assumed
conversions for diluted earnings per share...................... $(1,202.2) $595.0 $467.1
========= ====== ======
Shares:
Weighted average shares outstanding for basic earnings per share.... 325,953 324,635 311,785
Effect of dilutive securities on weighted average shares:
Stock options..................................................... - 2,231 8,317
Employee benefit plans............................................ - 2,064 1,942
PRIDES............................................................ - 1,643 6,141
Convertible securities............................................ - 1,959 4,516
Forward purchase agreement........................................ - 361 -
--------- ------ ------
Dilutive potential common shares................................ - 8,258 20,916
--------- ------ ------
Weighted average shares outstanding for diluted earnings
per share................................................... 325,953 332,893 332,701
======= ======= =======
There were no dilutive common stock equivalents during 2000 because of the net
loss realized by the Company.
101
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
11. OTHER OPERATING STATEMENT DATA:
Insurance policy income consisted of the following:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Traditional products:
Direct premiums collected......................................................... $6,307.3 $ 6,377.5 $ 6,189.5
Reinsurance assumed............................................................... 305.4 547.8 316.0
Reinsurance ceded................................................................. (248.3) (418.6) (541.3)
-------- --------- ---------
Premiums collected, net of reinsurance...................................... 6,364.4 6,506.7 5,964.2
Change in unearned premiums....................................................... 1.1 (3.9) 29.5
Less premiums on universal life and products
without mortality and morbidity risk which are
recorded as additions to insurance liabilities ................................ (2,731.1) (3,023.3) (2,585.7)
-------- --------- ---------
Premiums on traditional products with mortality or morbidity risk,
recorded as insurance policy income...................................... 3,634.4 3,479.5 3,408.0
Fees and surrender charges on interest-sensitive products............................. 585.9 561.0 540.8
-------- --------- ---------
Insurance policy income..................................................... $4,220.3 $ 4,040.5 $ 3,948.8
======== ========= =========
The four states with the largest shares of 2000 collected premiums were
California (9.6 percent), Illinois (8.0 percent), Florida (8.0 percent) and
Texas (6.8 percent). No other state accounted for more than 6 percent of total
collected premiums.
Other operating costs and expenses were as follows:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Commission expense.................................................................. $ 273.6 $ 249.2 $ 229.5
Salaries and wages.................................................................. 715.8 542.0 423.4
Other............................................................................... 656.8 562.0 566.0
-------- -------- --------
Total other operating costs and expenses....................................... $1,646.2 $1,353.2 $1,218.9
======== ======== ========
102
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Changes in the cost of policies purchased were as follows:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Balance, beginning of year............................................................ $2,258.5 $2,425.2 $2,466.4
Additional acquisition expense on acquired policies............................... 14.6 17.9 75.0
Amortization...................................................................... (275.4) (437.2) (369.2)
Amounts related to fair value adjustment of actively managed fixed maturities (78.9) 203.3 167.7
Balance sheet reclassification adjustments........................................ 49.3 - -
Other............................................................................. (13.3) 49.3 85.3
-------- -------- --------
Balance, end of year.................................................................. $1,954.8 $2,258.5 $2,425.2
======== ======== ========
Based on current conditions and assumptions as to future events on all
policies in force, the Company expects to amortize approximately 13 percent of
the December 31, 2000, balance of cost of policies purchased in 2001, 11 percent
in 2002, 9 percent in 2003, 8 percent in 2004 and 7 percent in 2005. The
discount rates used to determine the amortization of the cost of policies
purchased averaged 7 percent in each of the three years ended December 31, 2000.
Changes in the cost of policies produced were as follows:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Balance, beginning of year............................................................ $2,087.4 $1,453.9 $ 915.2
Additions.......................................................................... 779.7 799.0 707.0
Amortization....................................................................... (286.8) (242.1) (219.5)
Amounts related to fair value adjustment of actively managed fixed maturities 7.4 77.4 50.0
Balance sheet reclassification adjustments......................................... (87.9) - -
Reinsurance and other.............................................................. (19.3) (.8) 1.2
-------- -------- --------
Balance, end of year.................................................................. $2,480.5 $2,087.4 $1,453.9
======== ======== ========
12. CONSOLIDATED STATEMENT OF CASH FLOWS:
The following disclosures supplement our consolidated statement of cash
flows:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Non-cash items not reflected in the investing and financing activities section
of the consolidated statement of cash flows:
Issuance of common stock under stock option and employee benefit plans............. $ 5.8 $ 28.2 $ 9.2
Issuance of convertible preferred shares........................................... 8.4 - -
Issuance of warrants to Lehman..................................................... 48.1 - -
Issuance of warrants to General Electric Corporation............................... 21.0 - -
Tax benefit related to the issuance of common stock under employee benefit plans - 25.0 63.1
Conversion of preferred stock and convertible debentures into common stock - 105.5 77.7
Shares returned by former executive due to recomputation of bonus.................. - - 23.4
103
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
The following reconciles net income to net cash provided by operating
activities:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Cash flows from operating activities:
Net income (loss)................................................................... $(1,191.2) $ 595.0 $ 467.1
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Gain on sale of finance receivables............................................. (7.5) (550.6) (745.0)
Points and origination fees received............................................ - 390.0 298.3
Interest-only securities investment income...................................... (106.6) (185.1) (132.9)
Cash received from interest-only securities, net................................ 187.6 442.6 358.0
Servicing income................................................................ (108.2) (165.3) (140.0)
Cash received from servicing activities......................................... 123.8 175.7 159.9
Provision for losses............................................................ 585.7 147.6 44.2
Amortization and depreciation................................................... 745.9 844.3 775.9
Income taxes.................................................................... (528.4) 191.3 86.7
Insurance liabilities........................................................... 539.7 516.3 77.8
Accrual and amortization of investment income................................... 168.5 (578.2) (73.3)
Deferral of cost of policies produced and purchased............................. (794.3) (816.9) (782.0)
Impairment charges.............................................................. 515.7 554.3 549.4
Special charges................................................................. 483.1 (7.6) 54.3
Cumulative effect of change in accounting....................................... 85.2 - -
Minority interest............................................................... 223.5 204.2 137.5
Extraordinary charge on extinguishment of debt.................................. - - 66.4
Net investment (gains) losses................................................... 358.3 156.2 (208.2)
Other........................................................................... (75.5) (40.1) (14.5)
Payment of taxes in settlement of prior years................................... - (85.1) -
---------- -------- -------
Net cash provided by operating activities..................................... $ 1,205.3 $1,788.6 $ 979.6
========= ======== =======
13. STATUTORY INFORMATION:
Statutory accounting practices prescribed or permitted by regulatory
authorities for the Company's insurance subsidiaries differ from GAAP. Our
insurance subsidiaries reported the following amounts to regulatory agencies,
after appropriate elimination of intercompany accounts:
2000 1999
---- ----
(Dollars in millions)
Statutory capital and surplus.................................................................... $1,881.8 $2,170.5
Asset valuation reserve.......................................................................... 266.8 362.8
Interest maintenance reserve..................................................................... 381.0 504.3
Portion of surplus debenture carried as a liability ............................................. - 33.4
--------- --------
Total...................................................................................... $2,529.6 $3,071.0
======== ========
104
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
The statutory capital and surplus shown above included investments in
up-stream affiliates, all of which were eliminated in the consolidated financial
statements prepared in accordance with GAAP, as follows:
2000 1999
---- ----
(Dollars in millions)
Securitization debt issued by special purpose entities and guaranteed by our
finance subsidiary, all of which was purchased by our insurance subsidiaries
prior to the acquisition of Conseco Finance (a)................................................. $ 72.1 $ 72.6
Preferred and common stock of intermediate holding company......................................... 192.7 201.8
Common stock of Conseco (39.8 million shares)...................................................... 44.1 59.6
Other.............................................................................................. 2.5 2.5
------ ------
Total........................................................................................ $311.4 $336.5
====== ======
- --------------------
(a) Total par value, amortized cost and fair value of securities issued by
special purpose entities which hold loans originated by our finance
subsidiary (including the securities that are not guaranteed by Conseco
Finance, and therefore are not considered affiliated investments) were
$283.7 million, $278.9 million and $261.1 million, respectively.
The statutory net income (loss) of our life insurance subsidiaries was
$(70.8) million, $181.1 million and $276.0 million in 2000, 1999 and 1998,
respectively. Included in such net income (loss) are net realized capital gains
(losses), net of income taxes, of $(200.8) million, $1.2 million and $(6.5)
million in 2000, 1999 and 1998, respectively. In addition, the insurance
subsidiaries pay fees and interest to Conseco or its non-life subsidiaries; such
amounts totaled $264.4 million, $274.3 million and $205.1 million in 2000, 1999
and 1998, respectively.
State insurance laws generally restrict the ability of insurance
companies to pay dividends or make other distributions. In 2001, our insurance
subsidiaries may pay dividends to Conseco of $162.3 million without permission
from state regulatory authorities. During 2000, our insurance subsidiaries paid
dividends to Conseco totaling $178.0 million.
In 1998, the National Association of Insurance Commissioners adopted
codified statutory accounting principles in a process referred to as
codification. Such principles are summarized in the Accounting Practices and
Procedures Manual. The revised manual is effective January 1, 2001. The
domiciliary states of our insurance subsidiaries have adopted the provisions of
the revised manual or, with respect to some states, adopted the manual with
certain modifications. The revised manual has changed, to some extent,
prescribed statutory accounting practices and will result in changes to the
accounting practices that our insurance subsidiaries use to prepare their
statutory-basis financial statements. However, we believe the impact of these
changes to our insurance subsidiaries' statutory-based capital and surplus as of
January 1, 2001, will not be significant.
14. BUSINESS SEGMENTS:
We manage our business operations through two segments, based on the
products offered in addition to the corporate segment.
Finance segment. Our finance segment provides a variety of finance
products including: loans for the purchase of manufactured housing, home
improvements and various consumer products, home equity loans, private label
credit card programs, and floorplan financing. These products are primarily
marketed through intermediary channels such as dealers, vendors, contractors and
retailers.
Insurance and fee-based segment. Our insurance and fee-based segment
provides supplemental health, annuity and life insurance products to a broad
spectrum of customers through multiple distribution channels, each focused on a
specific market segment. These products are primarily marketed through career
agents, professional independent producers and direct
105
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
marketing. Fee-based activities include services performed for other companies,
including: (i) investment management; and (ii) insurance product marketing.
Corporate and other segment. Our corporate segment includes certain
investment activities, such as our venture capital investment in the wireless
communication company, TeleCorp, and our ownership interest in the riverboat
casino in Lawrenceberg, Indiana. In addition, the corporate segment includes
interest expense related to the Company's corporate debt, special corporate
charges, income from the major medical lines of business which we intend to sell
and other income and expenses. Corporate expenses are net of charges to our
subsidiaries for services provided by the corporate operations.
106
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
Segment operating information was as follows:
2000 1999 1998
---- ---- ----
(Dollars in millions)
Revenues:
Insurance and fee-based segment:
Insurance policy income:
Annuities............................................................. $ 137.5 $ 102.5 $ 98.7
Supplemental health................................................... 2,136.6 2,058.1 1,980.9
Life ................................................................ 892.8 881.7 844.1
Other................................................................. 148.1 132.0 135.9
Net investment income (a)............................................... 2,017.7 2,178.3 2,023.1
Fee and other revenue (a)............................................... 129.0 111.7 86.1
Net gains (losses) from the sale of investments (a)..................... (358.3) (156.2) 208.2
-------- -------- --------
Total insurance and fee-based segment revenues........................ 5,103.4 5,308.1 5,377.0
-------- -------- --------
Finance segment:
Net investment income:
Interest-only securities (a).......................................... 106.6 185.1 132.9
Manufactured housing.................................................. 538.6 101.1 21.1
Mortgage services..................................................... 672.1 158.7 62.6
Consumer/credit card.................................................. 365.2 199.6 98.2
Commercial............................................................ 261.4 112.3 62.0
Other (a)............................................................. 96.5 75.4 51.6
Gain on sale:
Securitization transactions:
Manufactured housing................................................ - 307.8 294.8
Mortgage services................................................... - 196.2 332.5
Consumer/credit card................................................ - 13.6 47.7
Commercial.......................................................... - 27.2 44.7
Other............................................................... - 5.8 25.3
Whole-loan sales...................................................... 7.5 - -
Fee revenue and other income............................................ 369.0 372.7 260.4
-------- -------- --------
Total finance segment revenues........................................ 2,416.9 1,755.5 1,433.8
-------- -------- --------
Corporate and other:
Net investment income................................................... 51.8 32.3 26.9
Venture capital income (loss) related to investment in TeleCorp......... (199.5) 354.8 -
Revenue from major medical lines, which the Company intends to sell 946.3 900.4 920.6
Other income............................................................ 6.7 6.1 5.7
-------- -------- --------
Total corporate segment revenues...................................... 805.3 1,293.6 953.2
-------- -------- --------
Eliminations.............................................................. (29.2) (21.5) (3.8)
-------- -------- --------
Total revenues........................................................ 8,296.4 8,335.7 7,760.2
-------- -------- --------
Expenses:
Insurance and fee-based segment:
Insurance policy benefits............................................... 3,313.5 3,156.5 2,947.4
Amortization............................................................ 673.9 607.9 691.8
Interest expense........................................................ 18.6 57.9 65.3
Other operating costs and expenses...................................... 689.9 567.2 487.7
-------- -------- --------
Total insurance and fee-based segment expenses........................ 4,695.9 4,389.5 4,192.2
-------- -------- --------
(continued on following page)
107
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
2000 1999 1998
---- ---- ----
(Dollars in millions)
(continued from previous page)
Finance segment:
Provision for losses.................................................... 354.2 128.7 44.2
Interest expense........................................................ 1,152.4 341.3 213.7
Special charges......................................................... 394.3 - 148.0
Impairment charges...................................................... 515.7 554.3 549.4
Other operating costs and expenses...................................... 753.5 697.2 591.9
--------- -------- --------
Total finance segment expenses........................................ 3,170.1 1,721.5 1,547.2
--------- -------- --------
Corporate and other:
Interest expense on corporate debt........................................ 310.7 182.8 165.4
Provision for losses...................................................... 231.5 18.9 -
Expenses from major medical lines, which the Company intends to sell 997.6 862.1 812.3
Special charges and other corporate expenses, less charges to
subsidiaries for services provided...................................... 281.6 31.5 1.2
---------- -------- --------
Total corporate segment expenses...................................... 1,821.4 1,095.3 978.9
--------- -------- --------
Eliminations.............................................................. (29.2) (21.5) (3.8)
--------- -------- --------
Total expenses........................................................ 9,658.2 7,184.8 6,714.5
--------- -------- --------
Income (loss) before income taxes, minority interest and extraordinary charge:
Insurance and fee-based operations...................................... 407.5 918.6 1,184.8
Finance operations...................................................... (753.2) 34.0 (113.4)
Corporate interest and other expenses................................... (1,016.1) 198.3 (25.7)
--------- -------- --------
Income (loss) before income taxes, minority interest,
extraordinary charge and cumulative
effect of accounting change......................................... $(1,361.8) $1,150.9 $1,045.7
========= ======== ========
Segment balance sheet information was as follows:
2000 1999
---- ----
(Dollars in millions)
Assets:
Insurance and fee-based................................................. $36,943.4 $37,382.5
Finance................................................................. 20,819.4 14,454.7
Corporate............................................................... 12,641.5 13,334.9
Eliminate intercompany amounts.......................................... (11,815.1) (12,986.2)
--------- ---------
Total assets....................................................... $ 58,589.2 $52,185.9
========== =========
Liabilities:
Insurance and fee-based................................................. $ 27,629.2 $27,160.4
Finance................................................................. 18,730.2 12,019.7
Corporate............................................................... 5,863.2 5,139.6
Eliminate intercompany amounts.......................................... (411.7) (329.1)
---------- ---------
Total liabilities.................................................. $ 51,810.9 $43,990.6
========== =========
108
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
- --------------------
(a) It is not practicable to provide additional components of revenue by
product or services.
This segment information is prepared in conformity with Financial
Accounting Standards Board Statement No. 131 "Disclosures about Segments of an
Enterprise and Related Information" which we adopted in 1998. We restated
certain previously reported segment information to comply with the new standard.
15. QUARTERLY FINANCIAL DATA (UNAUDITED):
We compute earnings per common share for each quarter independently of
earnings per share for the year. The sum of the quarterly earnings per share may
not equal the earnings per share for the year because of: (i) transactions
affecting the weighted average number of shares outstanding in each quarter; and
(ii) the uneven distribution of earnings during the year.
1stQtr.(a) 2nd Qtr.(a) 3rd Qtr.(a) 4th Qtr.(a)
---------- ----------- ----------- -----------
(Dollars in millions, except per share data)
2000
- ----
Revenues.................................................................$2,205.9 $1,965.2 $1,955.3 $2,170.0
Income (loss) before income taxes, minority interest, extraordinary
charge and cumulative effect of accounting change ..................... 191.8 (477.2) (571.6) (504.8)
Net income (loss)........................................................ 77.4 (404.7) (487.3) (376.6)
Net income (loss) per common share:
Basic:
Income (loss) before extraordinary charge and cumulative effect
of accounting change ............................................. $.22 $(1.25) $(1.32) $(1.16)
Extraordinary charge................................................. - - (.01) -
Cumulative effect of accounting change............................... - - (.17) -
---- ------ ------ ------
Net income (loss)................................................. $.22 $(1.25) $(1.50) $(1.16)
==== ====== ====== ======
Diluted:
Income (loss) before extraordinary charge and cumulative effect
of accounting change.............................................. $.22 $(1.25) $(1.32) $(1.16)
Extraordinary charge................................................. - - (.01) -
Cumulative effect of accounting change............................... - - (.17) -
---- ------ ------ ------
Net income (loss)................................................. $.22 $(1.25) $(1.50) $(1.16)
==== ====== ====== ======
1st Qtr.(b) 2nd Qtr.(b) 3rd Qtr.(b) 4th Qtr.(b)
----------- ----------- ----------- -----------
(Dollars in millions, except per share data)
1999
- ----
Revenues...................................................... $1,986.6 $2,023.7 $1,889.7 $2,435.7
Income (loss) before income taxes and minority interest ...... 492.8 373.5 311.1 (26.5)
Net income (loss)............................................. 287.8 213.3 155.6 (61.7)
Net income per common share:
Basic:
Net income (loss)...................................... $.90 $.66 $.48 $(.19)
==== ==== ==== =====
Diluted:
Net income (loss)...................................... $.87 $.64 $.47 $(.19)
==== ==== ==== ======
109
CONSECO, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
--------------------------
- --------------------
(a) Included in the first, second, third and fourth quarters of 2000 are the following items:
2000
------------------------------------------------
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
-------- -------- -------- --------
(Dollars in millions)
Impairment charges:
Before tax......................................... $ 2.5 $ 9.6 $205.0 $298.6
After tax.......................................... 1.6 6.0 129.2 188.1
Special charges:
Before tax......................................... - 327.2 253.3 118.8
After tax.......................................... - 254.0 178.7 85.6
Provision for losses related to loan guarantees:
Before tax......................................... 23.4 68.6 19.5 120.0
After tax.......................................... 14.7 44.6 12.7 78.0
Venture capital (income) loss, net of amortization
and expenses:
Before tax....................................... (76.1) 75.5 165.5 (12.0)
After tax........................................ (47.9) 47.5 107.6 (7.8)
(b) Included in the first, second, third and fourth quarters of 1999 are
impairment charges of $12.2 million ($7.7 million after tax), $71.6 million
($45.1 million after tax), $100.1 million ($63.1 million after tax) and
$370.4 million ($233.3 million after tax), respectively. Also included in
the fourth quarter of 1999 is: (i) a provision for losses related to loan
guarantees of $18.9 million ($11.9 million after tax); and (ii) venture
capital income, net of amortization and expenses, of $261.5 million ($170.0
million after tax).
110
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
PART III
The information required by Part III is hereby incorporated by reference
from the Registrant's definitive proxy statement to be filed with the Commission
pursuant to Regulation 14A within 120 days after December 31, 2000 except that
the information required by Item 10 regarding Executive Officers is included
herein under a separate caption at the end of Part I.
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 55 for a list of financial statements included
in this Report.
2. Financial Statement Schedules. The following financial statement
schedules are included as part of this Report immediately following
the signature page:
Schedule II -- Condensed Financial Information of Registrant
(Parent Company)
Schedule IV -- Reinsurance
All other 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 December 8, 2000, was filed with the
Commission to report under Item 5, that the Registrant had executed a
definitive agreement to sell substantially all of the "Vendor
Services" business of its subsidiary, Conseco Finance Corp. to Wells
Fargo Financial Leasing, Inc.
111
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, 2001.
CONSECO, INC.
By: /s/ CHARLES B. CHOKEL
---------------------------------
Charles B. Chokel, Executive Vice
President and Chief Financial
Officer (authorized officer and
principal financial 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:
Signature Title (Capacity) Date
- --------- ---------------- ----
/s/ GARY C. WENDT Chairman of the Board, March 30, 2001
- ---------------------------- Chief Executive Officer and
Gary C. Wendt Director (Principal Executive
Officer)
/s/ JAMES S. ADAMS Senior Vice President, Chief March 30, 2001
- ---------------------------- Accounting Officer and Treasurer
James S. Adams (Principal Accounting Officer)
/s/ LAWRENCE M. COSS Director March 30, 2001
- -----------------------------
Lawrence M. Coss
/s/ THOMAS M. HAGERTY Director March 30, 2001
- -----------------------------
Thomas M. Hagerty
/s/ M. PHIL HATHAWAY Director March 30, 2001
- -----------------------------
M. Phil Hathaway
/s/ JOHN M. MUTZ Director March 30, 2001
- ----------------------------
John M. Mutz
/s/ ROBERT S. NICKOLOFF Director March 30, 2001
- ----------------------------
Robert S. Nickoloff
/s/ DAVID V. HARKINS Director March 30, 2001
- ----------------------------
David V. Harkins
/s/ CHARLES B. CHOKEL Executive Vice President March 30, 2001
- ----------------------------- and Chief Financial Officer
Charles B. Chokel (Principal Financial Officer)
112
REPORT OF INDEPENDENT ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
To the Shareholders and
Board of Directors
Conseco, Inc.
Our report on the consolidated financial statements of Conseco, Inc. and
Subsidiaries is included on page 56 of this Form 10-K. In connection with our
audits of such financial statements, we have also audited the related financial
statement schedules listed in the index on page 111 of this Form 10-K. In our
opinion, the financial statement schedules referred to above, when considered in
relation to the basic financial statements taken as a whole, present fairly, in
all material respects, the information required to be included therein.
As discussed in note 1 to the consolidated financial statements, the
Company adopted EITF Issue No. 99-20, "Recognition of Interest Income and
Impairment on Purchased and Retained Beneficial Interests in Securitized
Financial Assets" in 2000.
/s/ PricewaterhouseCoopers LLP
-------------------------------
PricewaterhouseCoopers LLP
Indianapolis, Indiana
March 26, 2001
113
CONSECO, INC. AND SUBSIDIARIES
SCHEDULE II
Condensed Financial Information of Registrant (Parent Company)
Balance Sheet
as of December 31, 2000 and 1999
(Dollars in millions)
ASSETS
2000 1999
---- ----
Cash and cash equivalents................................................................. $ 294.0 $ 1.9
Cash held in segregated accounts for the payment of debt.................................. 81.9 -
Other invested assets..................................................................... 102.5 111.2
Investment in wholly owned subsidiaries (eliminated in consolidation)..................... 9,825.7 9,838.4
Notes receivable related to finance (eliminated in consolidation)......................... 786.7 2,142.4
Receivable from subsidiaries (eliminated in consolidation)................................ 1,202.7 1,005.4
Income taxes.............................................................................. 301.4 210.7
Other assets.............................................................................. 46.6 24.9
--------- ---------
Total assets.................................................................... $12,641.5 $13,334.9
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Notes payable and commercial paper.................................................... $ 5,055.0 $ 4,624.2
Notes and other payables due to subsidiaries (eliminated in consolidation)............ 411.7 329.1
Other liabilities..................................................................... 396.5 186.3
--------- ---------
Total liabilities............................................................... 5,863.2 5,139.6
--------- ---------
Company-obligated mandatorily redeemable preferred securities of subsidiary trusts 2,403.9 2,639.1
Shareholders' equity:
Preferred stock....................................................................... 486.8 478.4
Common stock and additional paid-in capital (no par value, 1,000,000,000
shares authorized, shares issued and outstanding: 2000 - 325,318,457; 1999 -
327,678,638) ................................................................... 2,911.8 2,987.1
Accumulated other comprehensive loss.................................................. (651.0) (771.6)
Retained earnings..................................................................... 1,626.8 2,862.3
--------- ---------
Total shareholders' equity...................................................... 4,374.4 5,556.2
--------- ---------
Total liabilities and shareholders' equity...................................... $12,641.5 $13,334.9
========= =========
The accompanying note is an integral part
of the condensed financial information.
114
CONSECO, INC. AND SUBSIDIARIES
SCHEDULE II
Condensed Financial Information of Registrant (Parent Company)
Statement of Operations
for the years ended December 31, 2000, 1999 and 1998
(Dollars in millions)
2000 1999 1998
---- ---- ----
Revenues:
Net investment income.......................................................... $ 77.3 $ 65.6 $ 74.3
Dividends from subsidiaries (eliminated in consolidation)...................... 178.0 294.7 173.4
Fee and interest income from subsidiaries (eliminated in consolidation)........ 347.3 242.3 111.0
Net investment losses.......................................................... (66.8) (5.4) (15.3)
Other income................................................................... 7.6 7.5 14.5
---------- ------ ------
Total revenues............................................................. 543.4 604.7 357.9
--------- ------ ------
Expenses:
Interest expense on notes payable.............................................. 286.1 169.6 165.4
Provision for loss............................................................. 231.5 18.9 -
Intercompany expenses (eliminated in consolidation)............................ 182.7 118.9 47.0
Operating costs and expenses................................................... 34.6 13.2 22.1
Special charges................................................................ 281.6 - -
--------- ------ ------
Total expenses............................................................. 1,016.5 320.6 234.5
--------- ------ ------
Income (loss) before income taxes, equity in undistributed earnings of
subsidiaries, distributions on Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts and extraordinary charge....... (473.1) 284.1 123.4
Income tax expense (benefit)...................................................... (131.8) (2.6) 18.9
--------- ------ ------
Income (loss) before equity in undistributed earnings of subsidiaries,
distributions on Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts and extraordinary charge................. (341.3) 286.7 104.5
Equity in undistributed earnings of subsidiaries (eliminated in consolidation).... (699.6) 441.1 495.6
---------- ------- ------
Income (loss) before distributions on Company-obligated mandatorily
preferred securities of subsidiary trusts and extraordinary charge....... (1,040.9) 727.8 600.1
Distributions on Company-obligated mandatorily redeemable preferred securities
of subsidiary trusts........................................................... 145.3 132.8 90.4
--------- ------ ------
Income (loss) before extraordinary charge.................................. (1,186.2) 595.0 509.7
Extraordinary charge on extinguishment of debt, net of tax........................ 5.0 - 42.6
--------- ------ ------
Net income (loss).......................................................... (1,191.2) 595.0 467.1
Preferred stock dividends......................................................... 11.0 1.5 7.8
--------- ------ ------
Earnings (loss) applicable to common stock................................. $(1,202.2) $593.5 $459.3
========= ====== ======
The accompanying note is an integral part
of the condensed financial information.
115
CONSECO, INC. AND SUBSIDIARIES
SCHEDULE II
Condensed Financial Information of Registrant (Parent Company)
Statement of Cash Flows
for the years ended December 31, 2000, 1999 and 1998
(Dollars in millions)
2000 1999 1998
---- ---- ----
Cash flows from operating activities:
Net income (loss).............................................................. $(1,191.2) $ 595.0 $ 467.1
Adjustments to reconcile net income to net cash
provided by operating activities:
Equity in undistributed earnings of consolidated subsidiaries *............ 699.6 (441.1) (495.6)
Provision for loss on loan guarantees...................................... 231.5 18.9 -
Net investment losses...................................................... 66.8 5.4 15.3
Income taxes .............................................................. (265.2) (78.9) (79.7)
Extraordinary charge on extinguishment of debt............................. - - 65.3
Distributions on Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts.......................................... 223.5 204.2 137.5
Special charges............................................................ 112.1 - -
Other...................................................................... (14.9) (20.7) 53.1
--------- --------- ---------
Net cash provided (used) by operating activities........................... (137.8) 282.8 163.0
--------- --------- ---------
Cash flows from investing activities:
Sales and maturities of investments.............................................. 228.2 187.9 68.8
Investments and advances to consolidated subsidiaries *.......................... (1,427.2) (1,806.3) (1,176.8)
Purchases of investments......................................................... (220.0) (203.3) (72.4)
Payments from subsidiaries *..................................................... 2,218.0 62.1 63.7
--------- ---------- ---------
Net cash provided (used) by investing activities........................... 799.0 (1,759.6) (1,116.7)
-------- --------- ----------
Cash flows from financing activities:
Issuance of common and convertible preferred shares.............................. .8 588.4 121.3
Issuance of Company-obligated mandatorily redeemable preferred securities
of subsidiary trusts........................................................... - 534.3 710.8
Repurchase of Company-obligated mandatorily redeemable preferred
securities of subsidiary trusts................................................ (250.0) - -
Issuance of notes payable and commercial paper................................... 3,537.2 4,090.2 4,122.0
Payments on notes payable........................................................ (3,114.6) (3,279.0) (3,401.1)
Payments on notes payable to affiliates *........................................ (3.1) - -
Payments to repurchase equity securities of Conseco, Inc......................... (102.6) (29.5) (257.4)
Dividends to subsidiaries *...................................................... (52.8) (66.0) (56.7)
Dividends and distributions on Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts...................................... (302.1) (379.4) (282.9)
--------- ---------- ---------
Net cash provided (used) by financing activities........................... (287.2) 1,459.0 956.0
--------- --------- ---------
Net increase (decrease) in cash and cash equivalents....................... 374.0 (17.8) 2.3
Cash and cash equivalents, beginning of year..................................... 1.9 19.7 17.4
--------- --------- ---------
Cash and cash equivalents, end of year........................................... $ 375.9 $ 1.9 $ 19.7
========= ========= =========
* Eliminated in consolidation
The accompanying note is an integral part
of the condensed financial information.
116
CONSECO, INC. AND SUBSIDIARIES
SCHEDULE II
Note to Condensed Financial Information
Basis of Presentation
The condensed financial information should be read in conjunction with the
consolidated financial statements of Conseco, Inc. The condensed financial
information includes the accounts and activity of the parent company and its
wholly owned non- insurance subsidiaries which act as the holding companies for
the Company's life insurance subsidiaries.
117
CONSECO, INC. AND SUBSIDIARIES
SCHEDULE IV
Reinsurance
for the years ended December 31, 2000, 1999 and 1998
(Dollars in millions)
2000 1999 1998
---- ---- ----
Life insurance in force:
Direct............................................................ $123,713.6 $126,826.7 $132,546.5
Assumed........................................................... 5,097.2 5,414.2 1,992.7
Ceded............................................................. (27,530.2) (27,687.5) (30,768.1)
---------- ---------- ----------
Net insurance in force...................................... $101,280.6 $104,553.4 $103,771.1
========== ========== ==========
Percentage of assumed to net................................ 5.0% 5.2% 1.9%
=== === ===
Premiums recorded as revenue for generally accepted accounting
principles:
Direct.......................................................... $3,577.3 $3,350.3 $3,633.3
Assumed......................................................... 305.4 547.8 316.0
Ceded........................................................... (248.3) (418.6) (541.3)
-------- -------- --------
Net premiums................................................ $3,634.4 $3,479.5 $3,408.0
======== ======== ========
Percentage of assumed to net................................ 8.4% 15.7% 9.3%
=== ==== ===
118
Exhibit
No. Document
- ------- --------
3.1 Amended and Restated Articles of Incorporation and Articles of
Amendment thereto of the Registrant were filed with the
Commission as Exhibit 3.1 to the Registrant's Registration
Statement on Form S-3 (No. 333-94683), and are incorporated
herein by this reference.
3.2 Amended and Restated By-Laws of the Registrant.
4.30.1 Warrant No. 2000-2, dated September 5, 2000, issued to GE Capital
Equity Investments, Limited.
4.30.2 Warrant No. 2000-3, dated September 5, 2000, issued to Westport
Insurance Corporation.
4.31.1 First Amendment to the Five-Year Credit Agreement dated as of
September 22, 2000 was filed with the Commission as Exhibit 4.1
to the Registrant's Report on Form 8-K/A, dated September 28,
2000, and is incorporated herein by this reference.
4.31.2 Second Amendment to the 364-Day Credit Agreement and Amendment
and Restatement of the $50,000,000 Extendible Commercial Notes
dated as of September 22, 2000 was filed with the Commission as
Exhibit 4.2 to the Registrant's Report on Form 8-K/A, dated
September 28, 2000, and is incorporated herein by this reference.
4.31.3 Second Amendment to the $155 Million Credit Agreement dated as of
September 22, 2000 was filed with the Commission as Exhibit 4.3
to the Registrant's Report on Form 8-K/A, dated September 28,
2000, and is incorporated herein by this reference.
4.31.4 Agreement dated as of September 22, 2000 relating to the 1997
Director and Officer Loan Credit Agreement was filed with the
Commission as Exhibit 4.4 to the Registrant's Report on Form
8-K/A, dated September 28, 2000, and is incorporated herein by
this reference.
4.31.5 Agreement dated as of September 22, 2000 relating to the 1998
Director and Officer Loan Credit Agreement was filed with the
Commission as Exhibit 4.5 to the Registrant's Report on Form
8-K/A, dated September 28, 2000, and is incorporated herein by
this reference.
4.31.6 Agreement dated as of September 22, 2000 relating to the 1999
Director and Officer Loan Credit Agreement was filed with the
Commission as Exhibit 4.6 to the Registrant's Report on Form
8-K/A, dated September 28, 2000, and is incorporated herein by
this reference.
4.31.7 Guaranty and Subordination Agreement dated as of September 22,
2000 under the Senior Secured Revolving Credit Agreement dated as
of May 30, 2000 was filed with the Commission as Exhibit 4.7 to
the Registrant's Report on Form 8-K/A, dated September 28, 2000,
and is incorporated herein by this reference.
4.31.8 Guaranty and Subordination Agreement dated as of September 22,
2000 under the Credit Agreement dated as of May 30, 2000 was
filed with the Commission as Exhibit 4.8 to the Registrant's
Report on Form 8-K/A, dated September 28, 2000, and is
incorporated herein by this reference.
4.31.9 Guaranty and Subordination Agreement dated as of September 22,
2000 under the Amended and Restated Credit Agreement dated as of
August 26, 1997 was filed with the Commission as Exhibit 4.9 to
the Registrant's Report on Form 8-K/A, dated September 28, 2000,
and is incorporated herein by this reference.
4.31.10 Guaranty and Subordination Agreement dated as of September 22,
2000 under the 364-Day Credit Agreement dated as of September 25,
1998 was filed with the Commission as Exhibit 4.10 to the
Registrant's Report on Form 8-K/A, dated September 28, 2000, and
is incorporated herein by this reference.
4.31.11 Guaranty and Subordination Agreement dated as of September 22,
2000 under the Five-Year Credit Agreement dated as of September
25, 1998 was filed with the Commission as Exhibit 4.11 to the
Registrant's Report on Form 8-K/A, dated September 28, 2000, and
is incorporated herein by this reference.
4.31.12 Guaranty and Subordination Agreement dated as of September 22,
2000 under the Credit Agreement dated as of August 28, 1998 was
filed with the Commission as Exhibit 4.12 to the Registrant's
Report on Form 8-K/A, dated September 28, 2000, and is
incorporated herein by this reference.
There have not been filed as exhibits to this Form 10-K certain long-term debt
instruments, none of which relates to authorized indebtedness that exceeds 10%
of the consolidated assets of the Registrant. The Registrant agrees to furnish
the Commission upon its request a copy of any instrument defining the rights of
holders of long-term debt of the Company and its consolidated subsidiaries.
10.1.2 Employment Agreement, amended and restated as of April 6, 2000,
between the Registrant and Stephen C. Hilbert was filed with the
Commission as Exhibit 10.1.2 to the Registrant's Annual Report on
Form 10-K/A for the year ended December 31, 2000 and is
incorporated herein by this reference.
10.1.9 Unsecured Promissory Note of Stephen C. Hilbert dated May 13,
1996 was filed with the Commission as Exhibit 10.1.9 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, and is incorporated herein by this reference.
10.1.11 Employment Agreement, amended and restated as of December 15,
1999, between the Registrant and John J. Sabl was filed with the
Commission as Exhibit 10.1.11 to the Registrant's Report on Form
10-K for the year ended December 31, 1999 and is incorporated
herein by this reference; and Amendment to Employment Agreement,
dated as of July 25, 2000, between Registrant and John J. Sabl is
filed herewith.
10.1.12 Employment Agreement, amended and restated as of December 15,
1999, between the Registrant and Thomas J. Kilian was filed with
the Commission as Exhibit 10.1.12 to the Registrant's Report on
Form 10-K for the year ended December 31, 1999 and is
incorporated herein by this reference.
10.1.13 Employment Agreement, dated February 9, 1996 between Green Tree
and Lawrence Coss and related Noncompetition agreement dated
February 9, 1996, as amended by the Amendment Agreement dated
April 6, 1998 were filed with the Commission as an exhibit to
Green Tree's Registration Statement on Form S-3, and are
incorporated herein by this reference.
10.1.14 Employment Agreement, amended and restated as of December 15,
1999, between the Registrant and Maxwell E. Bublitz was filed
with the Commission as Exhibit 10.1.14 to the Registrant's Report
on Form 10-K for the year ended December 31, 1999 and is
incorporated herein by this reference.
10.1.15 Employment Agreement, amended and restated as of December 15,
1999, between the Registrant and James S. Adams was filed with
the Commission as Exhibit 10.1.15 to the Registrant's Report on
Form 10-K for the year ended December 31, 1999 and is
incorporated herein by this reference.
10.1.16 Description of incentive compensation and severance arrangement
with Edward M. Berube.
10.1.17 Promissory Note of Stephen C. Hilbert dated April 6, 2000 was
filed with the Commission as Exhibit 10.1.17 to the Registrant's
Report on Form 10-K/A for the year ended December 31, 1999, and
is incorporated herein by this reference.
10.1.18 Pledge Agreement between the Registrant and Stephen C. Hilbert
dated April 6, 2000 was filed with the commission as Exhibit
10.1.18 to the Registrant's Report on Form 10-K/A for the year
ended December 31, 1999, and is incorporated herein by this
reference.
10.1.19 Collateral Assignment between the Registrant and Stephen C.
Hilbert dated April 6, 2000 was filed with the commission as
Exhibit 10.1.19 to the Registrant's Report on Form 10-K/A for the
year ended December 31, 1999, and is incorporated herein by this
reference.
10.1.20 Agreement, dated as of April 28, 2000, between the Registrant and
Stephen C. Hilbert was filed with the Commission as Exhibit
10.1.20 to the Registrant's Report on Form 10-K/A for the year
ended December 31, 1999, and is incorporated herein by this
reference.
10.1.21 Consulting Agreement, dated as of April 28, 2000, between the
Registrant and Stephen C. Hilbert was filed with the commission
as Exhibit 10.1.21 to the Registrant's Report on Form 10-K/A for
the year ended December 31, 1999, and is incorporated herein by
this reference.
10.1.24 Second Amendment Agreement, dated as of November 1, 1999, between
Conseco Finance Corp. and Lawrence M. Coss was filed with the
commission as Exhibit 10.1.24 to the Registrant's Report on Form
10-K/A for the year ended December 31, 1999, and is incorporated
herein by this reference.
10.1.25 Promissory Note of Bruce A. Crittenden, dated as of November 29,
2000.
10.1.26 Promissory Note of Bruce A. Crittenden, dated as of November 20,
1997 was filed with the commission as Exhibit 10.1.26 to the
Registrant's Report on Form 10-K/A for the year ended December
31, 1999, and is incorporated herein by this reference.
10.1.27 Employment Agreement by and between Gary C. Wendt and Conseco,
Inc., dated as of June 28, 2000 was filed as Exhibit 10.1.27 to
the Registrant's Report on Form 8-K, dated July 10, 2000, and is
incorporated herein by this reference.
10.1.28 Nonqualified Stock Option Agreement by and between Gary C. Wendt
and Conseco, Inc., dated as of June 28, 2000 was filed as Exhibit
10.1.28 to the Registrant's Report on Form 8-K, dated July 10,
2000, and is incorporated herein by this reference.
10.1.29 Restricted Stock Agreement by and between Gary C. Wendt and
Conseco, Inc., dated as of June 28, 2000 was filed as Exhibit
10.1.29 to the Registrant's Report on Form 8-K, dated July 10,
2000, and is incorporated herein by this reference.
10.1.30 Employment Agreement by and between David K. Herzog and Conseco,
Inc., dated as of August 11, 2000, was filed as Exhibit 10.1.11
to the Registrant's Report on Form 10-Q for the quarter ended
September 30, 2000 and is incorporated herein by this reference.
10.1.31 Supplemental Retirement Agreement dated as of August 16, 2000,
between Conseco, Inc. and Gary C. Wendt was filed as Exhibit
10.1.31 to the Registrant's Report on Form 10-Q for the quarter
ended September 30, 2000 and is incorporated herein by this
reference.
10.1.32 Guaranty dated as of August 16, 2000, between Bankers Life and
Casualty Company as Guarantor, and Gary C. Wendt was filed as
Exhibit 10.1.32 to the Registrant's Report on Form 10-Q for the
quarter ended September 30, 2000 and is incorporated herein by
this reference.
10.1.33 Employment Agreement dated as of November 29, 2000 between
Conseco Finance Corp. and Bruce A. Crittenden.
10.8 The Registrant's Stock Option Plan was filed with the Commission
as Exhibit B to its definitive Proxy Statement dated December 10,
1983; Amendment No. 1 thereto was filed with the Commission as
Exhibit 10.8.1 to its Report on Form 10-Q for the quarter ended
June 30, 1985; Amendment No. 2 thereto was filed with the
Commission as Exhibit 10.8.2 to its Registration Statement on
Form S-1, No. 33-4367; Amendment No. 3 thereto was filed with the
Commission as Exhibit 10.8.3 to the Registrant's Annual Report on
Form 10-K for 1986; Amendment No. 4 thereto was filed with the
Commission as Exhibit 10.8 to the Registrant's Annual Report on
Form 10-K for 1987; Amendment No. 5 thereto was filed with the
Commission as Exhibit 10.8 to the Registrant's Report on Form
10-Q for the quarter ended September 30, 1991; and are
incorporated herein by this reference.
10.8.3 The Registrant's Cash Bonus Plan was filed with the Commission as
Exhibit 10.8.3 to the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1989, and is incorporated herein by this
reference.
10.8.4 Amended and Restated Conseco Stock Bonus and Deferred
Compensation Program was filed with the Commission as Exhibit
10.8.4 to the Registrant's Annual Report on Form 10-K for 1992,
and is incorporated herein by this reference.
10.8.6 Conseco Performance-Based Compensation Plan for Executive
Officers was filed with the Commission as Exhibit 10.8.15 to the
Registrant's Report on Form 10-Q for the quarter ended March 31,
1998, and is incorporated herein by this reference.
10.8.7 Conseco, Inc. Amended and Restated Deferred Compensation Plan was
filed with the Commission as Exhibit A to the Registrant's
definitive Proxy Statement dated April 26, 1995, and is
incorporated herein by this reference.
10.8.8 Amendment to the Amended and Restated Conseco Stock Bonus and
Deferred Compensation Program was filed with the Commission as
Exhibit 10.8.8 to the Registrant's Annual Report on Form 10-K for
1994, and is incorporated herein by this reference.
10.8.9 Conseco 1994 Stock and Incentive Plan was filed as Exhibit A to
the Registrant's definitive Proxy Statement dated April 29, 1994
and is incorporated herein by this reference.
10.8.10 Amendment Number 2 to the Amended and Restated Conseco Stock
Bonus and Deferred Compensation Program was filed with the
Commission as Exhibit 10.8.10 to the Registrant's Annual Report
on Form 10-K for 1995 and is incorporated herein by reference.
10.8.11 Amended and Restated Director, Officer and Key Employee Stock
Purchase Plan of Conseco was filed with the Commission as Exhibit
10.8.11 to the Registrant's Report on Form 10-Q for the quarter
ended September 30, 1999, and is incorporated herein by this
reference.
10.8.12 Guaranty dated as of August 21, 1998 regarding Director, Officer
and Key Employee Stock Purchase Plan was filed with the
Commission as Exhibit 10.8.12 to the Registrant's Report on Form
10-Q for the quarter ended March 31, 1999, and is incorporated
herein by this reference.
10.8.13 Form of Promissory Note payable to the Registrant relating to the
Registrant's Director, Officer and Key Employee Stock Purchase
Plan was filed with the Commission as Exhibit 10.8.13 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, and is incorporated herein by reference.
10.8.14 Conseco, Inc. Amended and Restated 1997 Non-qualified Stock
Option Plan was filed with the Commission as Exhibit 10.8.14 to
the Registrant's Annual Report on Form 10-K for 1997, and is
incorporated herein by this reference.
10.8.15 Green Tree Financial Corporation 1987 Stock Option Plan was filed
with the Commission as an exhibit to Green Tree's Registration
Statement on Form S-4 (File No. 33- 42249) and is incorporated
herein by this reference.
10.8.16 Green Tree Financial Corporation Key Executive Stock Bonus Plan
was filed with the Commission as an exhibit to Green Tree's
Registration Statement on Form S-4 (File No. 33-42249) and is
incorporated herein by this reference.
10.8.17 Green Tree Financial Corporation Restated 1992 Supplemental Stock
Option Plan was filed with the Commission as Exhibit 10.8.17 to
the Registrant's Report on Form 10-Q for the quarter ended June
30, 1992, and is incorporated herein by this reference.
10.8.18 Green Tree Financial Corporation Chief Executive Cash Bonus and
Stock Option Plan and related Stock Option Agreement dated
February 9, 1996 were filed with the Commission as an exhibit to
Green Tree's Report on Form 10-Q for the quarter ended June 30,
1996, and are incorporated herein by this reference.
10.8.19 Green Tree Financial Corporation 1996 restated
Supplemental Pension Plan dated May 15, 1996 was filed with the
Commission as an exhibit to Green Tree's Annual Report on Form
10-K for 1997, and is incorporated herein by this reference.
10.8.21 Amended and Restated 1999 Director and Executive Officer Stock
Purchase Plan of Conseco was filed with the Commission as Exhibit
10.8.21 to the Registrant's Report on Form 10-Q for the quarter
ended September 30, 1999 and is incorporated herein by this
reference.
10.8.22 Guaranty regarding 1999 Director and Executive Officer Stock
Purchase Plan was filed with the Commission as Exhibit 10.8.22 to
the Registrant's Report on Form 10-Q for the quarter ended
September 30, 1999 and is incorporated herein by this reference.
10.8.23 Form of Borrower Pledge Agreement dated as of September 15, 1999
with The Chase Manhattan Bank relating to the 1999 Director and
Executive Officer Stock Purchase Plan was filed with the
Commission as Exhibit 10.8.23 to the Registrant's Report on Form
10-Q for the quarter ended September 30, 1999 and is incorporated
herein by this reference.
10.8.24 Form of note payable to the Registrant relating to the 1999
Director and Executive Officer Stock Purchase Plan was filed with
the Commission as Exhibit 10.8.24 to the Registrant's Report on
Form 10-Q for the quarter ended September 30, 1999 and is
incorporated herein by this reference.
10.8.25 Conseco, Inc. 2000 Employee Stock Purchase Program Work-Down
Plan.
10.8.26 Conseco, Inc. 2000 Non-Employee Stock Purchase Program Work-Down
Plan.
10.8.27 Guaranty, dated as of November 22, 2000 between Conseco, Inc., as
Guarantor, and Bank of America, National Association, as
Administrative Agent; Guaranty and Subordination Agreement, dated
as of November 22, 2000, made by CIHC, Incorporated, as Guarantor
and Subordinated Borrower, and Conseco, Inc., as Obligor and
Subordinated Lender, in favor of Bank of America, National
Association, as Administrative Agent under the Credit Agreement
dated as of November 22, 2000; Amended and Restated Cash
Collateral Pledge Agreement among CDOC, Inc., Bank of America,
National Association, as Collateral Agent and as Depositary Bank,
dated as of November 22, 2000; and Form of Credit Agreement,
dated as of November 22, 2000 among the Borrowers, the other
financial institutions party thereto and Bank of America,
National Association, as Administrative Agent (Relating to
Refinancing of certain Loans under that certain Credit Agreement,
dated as of August 21, 1998).
10.8.28 Guaranty, dated as of November 22, 2000, between
Conseco, Inc.,as Guarantor,and Bank of America, National
Association,as Administrative Agent; Guaranty and Subordination
Agreement, dated as of November 22, 2000 made by CIHC,
Incorporated,as Guarantor and Subordinated Borrower, and Conseco,
Inc., as Obligor and Subordinated Lender, in favor of Bank of
America, National Association, as Administrative Agent under the
Credit Agreement dated as of November 22, 2000; Amended and
Restated Cash Collateral Pledge Agreement among CDOC, Inc., Bank
of America, National Association, as Collateral Agent and as
Depositary Bank, dated as of November 22, 2000; and the Form of
Credit Agreement, dated as of November 22, 2000, among the
Borrowers, the other financial institutions party thereto and
Bank of America, National Association, as Administrative Agent
(Relating to the Refinancing of Certain Loans under that certain
Amended and Restated Credit Agreement, dated as of August 26,
1997).
10.8.29 Guaranty, dated as of November 22, 2000, between Conseco, Inc.,as
Guarantor, and The Chase Manhattan Bank,as Administrative Agent;
Guaranty and Subordination Agreement, dated as of November 22,
2000 made by CIHC, Incorporated, as Guarantor and Subordinated
Borrower, and Conseco, Inc., as Obligor and Subordinated Lender,
in favor of The Chase Manhattan Bank, as Administrative Agent
under the Credit Agreement dated as of November 22, 2000;
Collateral Agreement, dated May 30, 2000, First Amendment to
Collateral Agreement, dated September 22, 2000, and Second
Amendment to Collateral Agreement, dated November 22, 2000, all
among Conseco, Inc. and CIHC, Incorporated in favor of The Chase
Manhattan Bank, as Collateral Agent; and the Form of Credit
Agreement, dated as of November 22, 2000, among the Borrowers,
the other financial institutions party thereto and The Chase
Manhattan Bank, as Administrative Agent (Relating to the
Refinancing of Certain Loans under that certain Credit Agreement,
dated as of September 15, 1999, as terminated and replaced by
that certain Termination and Replacement Agreement, dated as of
May 30, 2000).
10.8.30 Forms of note payable to Conseco Services, LLC regarding the 2000
Work-Down Plans, Form of Unconditional Guarantee and Form of
Indemnification Agreement.
10.39 Split-Dollar Agreement dated December 18, 1998 among the
Registrant, Stephen C. Hilbert and Rollin M. Dick, Trustee was
filed with the Commission as Exhibit 10.39 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998
and is incorporated herein by this reference.
10.40 Split-Dollar Agreement dated December 18, 1998 among the
Registrant, Stephen C. Hilbert and Rollin M. Dick, Trustee was
filed with the Commission as Exhibit 10.40 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998
and is incorporated herein by this reference.
10.41 Split-Dollar Agreement among the Registrant, Stephen C. Hilbert
and Rollin M. Dick, Trustee was filed with the Commission as
Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 and is incorporated herein by
this reference.
10.42 Split-Dollar Agreement among the Registrant, Stephen C. Hilbert
and Rollin M. Dick, Trustee was filed with the Commission as
Exhibit 10.42 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 and is incorporated herein by
this reference.
10.43 Amended and Restated Securities Purchase Agreement dated as of
December 15, 1999 between the Registrant and the purchasers named
therein was filed with the Commission as Exhibit 10.43 to the
Registrant's Report on Form 8-K dated December 15, 1999, and is
incorporated herein by this reference.
10.45 Warrant to Purchase Common Stock of Conseco Finance Corp., dated
May 11, 2000, by and between Conseco Finance Corp. and Lehman
Brothers Holdings Inc. was filed with the Commission as Exhibit
10.45 to the Registrant's Report on Form 10-Q for the quarter
ended June 30, 2000 and is incorporated herein by this reference.
10.46 Amended and Restated Agreement dated September 22, 2000, by and
among Conseco Finance Corp., CIHC, Incorporated, Green Tree
Residual Finance Corp. I, Green Tree Finance Corp. - Five and
Lehman Brothers Holdings, Inc. was filed with the Commission as
Exhibit 10.46 to the Registrant's Report on Form 10-Q for the
quarter ended September 30, 2000 and is incorporated herein by
this reference.
10.47 Insurance Agreement by and between Registrant and Gary C. Wendt
2000 Irrevocable Insurance Trust dated 11/22/00 ("Wendt Trust"),
dated December 1, 2000 and Collateral Assignment by Wendt Trust
in favor of Registrant dated December 1, 2000.
10.48 Insurance Agreement by and between Registrant and Wendt Trust,
dated January 16, 2001 and Collateral Assignment by Wendt Trust
in favor of Registrant dated January 16, 2001.
10.49 Insurance Agreement by and between Registrant and Wendt Trust,
dated January 16, 2001 and Collateral Assignment by Wendt Trust
in favor of Registrant dated January 16, 2001.
12.1 Computation of Ratio of Earnings to Fixed Charges, Preferred
Dividends and Distributions on Company- Obligated Mandatorily
Redeemable Preferred Securities of Subsidiary Trusts.
21 List of Subsidiaries.
23.1 Consent of PricewaterhouseCoopers LLP with respect to the
financial statements of Conseco, Inc.
27 Financial data schedule for Conseco, Inc. dated December 31,
2000.
COMPENSATION PLANS AND ARRANGEMENTS.
10.1.2 Employment Agreement, amended and restated as of April 6, 2000,
between the Registrant and Stephen C. Hilbert was filed with the
Commission as Exhibit 10.1.2 to the Registrant's Annual Report on
Form 10-K/A for the year ended December 31, 2000 and is
incorporated herein by this reference.
10.1.9 Unsecured Promissory Note of Stephen C. Hilbert dated May 13,
1996 was filed with the Commission as Exhibit 10.1.9 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996, and is incorporated herein by this reference.
10.1.11 Employment Agreement, amended and restated as of December 15,
1999, between the Registrant and John J. Sabl was filed with the
Commission as Exhibit 10.1.11 to the Registrant's Report on Form
10-K for the year ended December 31, 1999 and is incorporated
herein by this reference; and Amendment to Employment Agreement,
dated as of July 25, 2000, between Registrant and John J. Sabl is
filed herewith.
10.1.12 Employment Agreement, amended and restated as of December 15,
1999, between the Registrant and Thomas J. Kilian was filed with
the Commission as Exhibit 10.1.12 to the Registrant's Report on
Form 10-K for the year ended December 31, 1999 and is
incorporated herein by this reference.
10.1.13 Employment Agreement, dated February 9, 1996 between Green Tree
and Lawrence Coss and related Noncompetition agreement dated
February 9, 1996, as amended by the Amendment Agreement dated
April 6, 1998 were filed with the Commission as an exhibit to
Green Tree's Registration Statement on Form S-3, and are
incorporated herein by this reference.
10.1.14 Employment Agreement, amended and restated as of
December 15, 1999, between the Registrant and Maxwell E. Bublitz
was filed with the Commission as Exhibit 10.1.14 to the
Registrant's Report on Form 10-K for the year ended December 31,
1999 and is incorporated herein by this reference.
10.1.15 Employment Agreement, amended and restated as of December 15,
1999, between the Registrant and James S. Adams was filed with
the Commission as Exhibit 10.1.15 to the Registrant's Report on
Form 10-K for the year ended December 31, 1999 and is
incorporated herein by this reference.
10.1.16 Description of incentive compensation and severance arrangement
with Edward M. Berube.
10.1.17 Promissory Note of Stephen C. Hilbert dated April 6, 2000 was
filed with the Commission as Exhibit 10.1.17 to the Registrant's
Report on Form 10-K/A for the year ended December 31, 1999, and
is incorporated herein by this reference.
10.1.18 Pledge Agreement between the Registrant and Stephen C. Hilbert
dated April 6, 2000 was filed with the commission as Exhibit
10.1.18 to the Registrant's Report on Form 10-K/A for the year
ended December 31, 1999, and is incorporated herein by this
reference.
10.1.19 Collateral Assignment between the Registrant and Stephen C.
Hilbert dated April 6, 2000 was filed with the commission as
Exhibit 10.1.19 to the Registrant's Report on Form 10-K/A for the
year ended December 31, 1999, and is incorporated herein by this
reference.
10.1.20 Agreement, dated as of April 28, 2000, between the Registrant and
Stephen C. Hilbert was filed with the Commission as Exhibit
10.1.20 to the Registrant's Report on Form 10-K/A for the year
ended December 31, 1999, and is incorporated herein by this
reference.
10.1.21 Consulting Agreement, dated as of April 28, 2000, between the
Registrant and Stephen C. Hilbert was filed with the commission
as Exhibit 10.1.21 to the Registrant's Report on Form 10-K/A for
the year ended December 31, 1999, and is incorporated herein by
this reference.
10.1.24 Second Amendment Agreement, dated as of November 1, 1999, between
Conseco Finance Corp. and Lawrence M. Coss was filed with the
commission as Exhibit 10.1.24 to the Registrant's Report on Form
10-K/A for the year ended December 31, 1999, and is incorporated
herein by this reference.
10.1.25 Promissory Note of Bruce A. Crittenden, dated as of November 29,
2000.
10.1.26 Promissory Note of Bruce A. Crittenden, dated as of November 20,
1997 was filed with the commission as Exhibit 10.1.26 to the
Registrant's Report on Form 10-K/A for the year ended December
31, 1999, and is incorporated herein by this reference.
10.1.27 Employment Agreement by and between Gary C. Wendt and Conseco,
Inc., dated as of June 28, 2000 was filed as Exhibit 10.1.27 to
the Registrant's Report on Form 8-K, dated July 10, 2000, and is
incorporated herein by this reference.
10.1.28 Nonqualified Stock Option Agreement by and between Gary C. Wendt
and Conseco, Inc., dated as of June 28, 2000 was filed as Exhibit
10.1.28 to the Registrant's Report on Form 8-K, dated July 10,
2000, and is incorporated herein by this reference.
10.1.29 Restricted Stock Agreement by and between Gary C. Wendt and
Conseco, Inc., dated as of June 28, 2000 was filed as Exhibit
10.1.29 to the Registrant's Report on Form 8-K, dated July 10,
2000, and is incorporated herein by this reference.
10.1.30 Employment Agreement by and between David K. Herzog and Conseco,
Inc., dated as of August 11, 2000, was filed as Exhibit 10.1.11
to the Registrant's Report on Form 10-Q for the quarter ended
September 30, 2000 and is incorporated herein by this reference.
10.1.31 Supplemental Retirement Agreement dated as of August 16, 2000,
between Conseco, Inc. and Gary C. Wendt was filed as Exhibit
10.1.31 to the Registrant's Report on Form 10-Q for the quarter
ended September 30, 2000 and is incorporated herein by this
reference.
10.1.32 Guaranty dated as of August 16, 2000, between Bankers Life and
Casualty Company as Guarantor, and Gary C. Wendt was filed as
Exhibit 10.1.32 to the Registrant's Report on Form 10-Q for the
quarter ended September 30, 2000 and is incorporated herein by
this reference.
10.1.33 Employment Agreement dated as of November 29, 2000 between
Conseco Finance Corp. and Bruce A. Crittenden.
10.8 The Registrant's Stock Option Plan was filed with the Commission
as Exhibit B to its definitive Proxy Statement dated December 10,
1983; Amendment No. 1 thereto was filed with the Commission as
Exhibit 10.8.1 to its Report on Form 10-Q for the quarter ended
June 30, 1985; Amendment No. 2 thereto was filed with the
Commission as Exhibit 10.8.2 to its Registration Statement on
Form S-1, No. 33-4367; Amendment No. 3 thereto was filed with the
Commission as Exhibit 10.8.3 to the Registrant's Annual Report on
Form 10-K for 1986; Amendment No. 4 thereto was filed with the
Commission as Exhibit 10.8 to the Registrant's Annual Report on
Form 10-K for 1987; Amendment No. 5 thereto was filed with the
Commission as Exhibit 10.8 to the Registrant's Report on Form
10-Q for the quarter ended September 30, 1991; and are
incorporated herein by this reference.
10.8.3 The Registrant's Cash Bonus Plan was filed with the Commission as
Exhibit 10.8.3 to the Registrant's Report on Form 10-Q for the
quarter ended March 31, 1989, and is incorporated herein by this
reference.
10.8.4 Amended and Restated Conseco Stock Bonus and Deferred
Compensation Program was filed with the Commission as Exhibit
10.8.4 to the Registrant's Annual Report on Form 10-K for 1992,
and is incorporated herein by this reference.
10.8.6 Conseco Performance-Based Compensation Plan for Executive
Officers was filed with the Commission as Exhibit 10.8.15 to the
Registrant's Report on Form 10-Q for the quarter ended March 31,
1998, and is incorporated herein by this reference.
10.8.7 Conseco, Inc. Amended and Restated Deferred Compensation Plan was
filed with the Commission as Exhibit A to the Registrant's
definitive Proxy Statement dated April 26, 1995, and is
incorporated herein by this reference.
10.8.8 Amendment to the Amended and Restated Conseco Stock Bonus and
Deferred Compensation Program was filed with the Commission as
Exhibit 10.8.8 to the Registrant's Annual Report on Form 10-K for
1994, and is incorporated herein by this reference.
10.8.9 Conseco 1994 Stock and Incentive Plan was filed as Exhibit A to
the Registrant's definitive Proxy Statement dated April 29, 1994
and is incorporated herein by this reference.
10.8.10 Amendment Number 2 to the Amended and Restated Conseco Stock
Bonus and Deferred Compensation Program was filed with the
Commission as Exhibit 10.8.10 to the Registrant's Annual Report
on Form 10-K for 1995 and is incorporated herein by reference.
10.8.11 Amended and Restated Director, Officer and Key Employee Stock
Purchase Plan of Conseco was filed with the Commission as Exhibit
10.8.11 to the Registrant's Report on Form 10-Q for the quarter
ended September 30, 1999, and is incorporated herein by this
reference.
10.8.12 Guaranty dated as of August 21, 1998 regarding Director, Officer
and Key Employee Stock Purchase Plan was filed with the
Commission as Exhibit 10.8.12 to the Registrant's Report on Form
10-Q for the quarter ended March 31, 1999, and is incorporated
herein by this reference.
10.8.13 Form of Promissory Note payable to the Registrant relating to the
Registrant's Director, Officer and Key Employee Stock Purchase
Plan was filed with the Commission as Exhibit 10.8.13 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, and is incorporated herein by reference.
10.8.14 Conseco, Inc. Amended and Restated 1997 Non-qualified Stock
Option Plan was filed with the Commission as Exhibit 10.8.14 to
the Registrant's Annual Report on Form 10-K for 1997, and is
incorporated herein by this reference.
10.8.15 Green Tree Financial Corporation 1987 Stock Option Plan was filed
with the Commission as an exhibit to Green Tree's Registration
Statement on Form S-4 (File No. 33- 42249) and is incorporated
herein by this reference.
10.8.16 Green Tree Financial Corporation Key Executive Stock Bonus Plan
was filed with the Commission as an exhibit to Green Tree's
Registration Statement on Form S-4 (File No. 33-42249) and is
incorporated herein by this reference.
10.8.17 Green Tree Financial Corporation Restated 1992 Supplemental Stock
Option Plan was filed with the Commission as Exhibit 10.8.17 to
the Registrant's Report on Form 10-Q for the quarter ended June
30, 1992, and is incorporated herein by this reference.
10.8.18 Green Tree Financial Corporation Chief Executive Cash Bonus and
Stock Option Plan and related Stock Option Agreement dated
February 9, 1996 were filed with the Commission as an exhibit to
Green Tree's Report on Form 10-Q for the quarter ended June 30,
1996, and are incorporated herein by this reference.
10.8.19 Green Tree Financial Corporation 1996 restated Supplemental
Pension Plan dated May 15, 1996 was filed with the Commission as
an exhibit to Green Tree's Annual Report on Form 10-K for 1997,
and is incorporated herein by this reference.
10.8.21 Amended and Restated 1999 Director and Executive Officer Stock
Purchase Plan of Conseco was filed with the Commission as Exhibit
10.8.21 to the Registrant's Report on Form 10-Q for the quarter
ended September 30, 1999 and is incorporated herein by this
reference.
10.8.22 Guaranty regarding 1999 Director and Executive Officer Stock
Purchase Plan was filed with the Commission as Exhibit 10.8.22 to
the Registrant's Report on Form 10-Q for the quarter ended
September 30, 1999 and is incorporated herein by this reference.
10.8.23 Form of Borrower Pledge Agreement dated as of September 15, 1999
with The Chase Manhattan Bank relating to the 1999 Director and
Executive Officer Stock Purchase Plan was filed with the
Commission as Exhibit 10.8.23 to the Registrant's Report on Form
10-Q for the quarter ended September 30, 1999 and is incorporated
herein by this reference.
10.8.24 Form of note payable to the Registrant relating to the 1999
Director and Executive Officer Stock Purchase Plan
was filed with the Commission as Exhibit 10.8.24 to the
Registrant's Report on Form 10-Q for the quarter ended September
30, 1999 and is incorporated herein by this reference.
10.8.25 Conseco, Inc. 2000 Employee Stock Purchase Program Work-Down
Plan.
10.8.26 Conseco, Inc. 2000 Non-Employee Stock Purchase Program Work-Down
Plan.
10.8.27 Guaranty, dated as of November 22, 2000 between Conseco, Inc., as
Guarantor, and Bank of America, National Association, as
Administrative Agent; Guaranty and Subordination Agreement, dated
as of November 22, 2000, made by CIHC, Incorporated, as Guarantor
and Subordinated Borrower, and Conseco, Inc., as Obligor and
Subordinated Lender, in favor of Bank of America, National
Association, as Administrative Agent under the Credit Agreement
dated as of November 22, 2000; Amended and Restated Cash
Collateral Pledge Agreement among CDOC, Inc., Bank of America,
National Association, as Collateral Agent and as Depositary Bank,
dated as of November 22, 2000; and Form of Credit Agreement,
dated as of November 22, 2000 among the Borrowers, the other
financial institutions party thereto and Bank of America,
National Association, as Administrative Agent (Relating to
Refinancing of certain Loans under that certain Credit Agreement,
dated as of August 21, 1998).
10.8.28 Guaranty, dated as of November 22, 2000, between Conseco, Inc.,as
Guarantor,and Bank of America, National Association,as
Administrative Agent; Guaranty and Subordination Agreement, dated
as of November 22, 2000 made by CIHC, Incorporated,as Guarantor
and Subordinated Borrower, and Conseco, Inc., as Obligor and
Subordinated Lender, in favor of Bank of America, National
Association, as Administrative Agent under the Credit Agreement
dated as of November 22, 2000; Amended and Restated Cash
Collateral Pledge Agreement among CDOC, Inc., Bank of America,
National Association, as Collateral Agent and as Depositary Bank,
dated as of November 22, 2000; and the Form of Credit Agreement,
dated as of November 22, 2000, among the Borrowers, the other
financial institutions party thereto and Bank of America,
National Association, as Administrative Agent (Relating to the
Refinancing of Certain Loans under that certain Amended and
Restated Credit Agreement, dated as of August 26, 1997).
10.8.29 Guaranty, dated as of November 22, 2000, between Conseco, Inc.,as
Guarantor, and The Chase Manhattan Bank,as Administrative Agent;
Guaranty and Subordination Agreement, dated as of November 22,
2000 made by CIHC, Incorporated, as Guarantor and
Subordinated Borrower, and Conseco, Inc., as Obligor and
Subordinated Lender, in favor of The Chase Manhattan Bank, as
Administrative Agent under the Credit Agreement dated as of
November 22, 2000; Collateral Agreement, dated May 30, 2000,
First Amendment to Collateral Agreement, dated September 22,
2000, and Second Amendment to Collateral Agreement, dated
November 22, 2000, all among Conseco, Inc. and CIHC, Incorporated
in favor of The Chase Manhattan Bank, as Collateral Agent; and
the Form of Credit Agreement, dated as of November 22, 2000,
among the Borrowers, the other financial institutions party
thereto and The Chase Manhattan Bank, as Administrative Agent
(Relating to the Refinancing of Certain Loans under that certain
Credit Agreement, dated as of September 15, 1999, as terminated
and replaced by that certain Termination and Replacement
Agreement, dated as of May 30, 2000).
10.8.30 Forms of note payable to Conseco Services, LLC regarding the 2000
Work-Down Plans, Form of Unconditional Guarantee and Form of
Indemnification Agreement.
10.39 Split-Dollar Agreement dated December 18, 1998 among the
Registrant, Stephen C. Hilbert and Rollin M. Dick, Trustee was
filed with the Commission as Exhibit 10.39 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998
and is incorporated herein by this reference.
10.40 Split-Dollar Agreement dated December 18, 1998 among the
Registrant, Stephen C. Hilbert and Rollin M. Dick, Trustee was
filed with the Commission as Exhibit 10.40 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998
and is incorporated herein by this reference.
10.41 Split-Dollar Agreement among the Registrant, Stephen C. Hilbert
and Rollin M. Dick, Trustee was filed with the Commission as
Exhibit 10.41 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 and is incorporated herein by
this reference.
10.42 Split-Dollar Agreement among the Registrant, Stephen C. Hilbert
and Rollin M. Dick, Trustee was filed with the Commission as
Exhibit 10.42 to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 and is incorporated herein by
this reference.
10.47 Insurance Agreement by and between Registrant and Gary C. Wendt
2000 Irrevocable Insurance Trust dated 11/22/00 ("Wendt Trust"),
dated December 1, 2000 and Collateral Assignment by Wendt Trust
in favor of Registrant dated December 1, 2000.
10.48 Insurance Agreement by and between Registrant and Wendt Trust,
dated January 16, 2001 and Collateral Assignment by Wendt Trust
in favor of Registrant dated January 16, 2001.
10.49 Insurance Agreement by and between Registrant and Wendt Trust,
dated January 16, 2001 and Collateral Assignment by Wendt Trust
in favor of Registrant dated January 16, 2001.