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M E M O R A N D U M
To Olen Honeyman
From Ned McDonnell
Date 28-Feb-02
Re Conseco, Inc. (“Conseco”)
Conclusion. Reassignment of Conseco to the work-out group is now warranted given the
findings presented below. The premise underlying any argument in favor of Conseco is that it has
held embedded value in its insurance reserves to enable the life companies sufficient to bail out
the finance company’s operation. The life operation does not have the wherewithal, as a
continuing operation, to allow for payment of all debt back as scheduled. Conseco is likely to fail.
Purpose. To….
 summarize an analysis of the core profitability of underlying operations;
 forecast operating performance over the next 10 years if current performance remains
constant or if the life insurance operations are placed into run-off;
 assess the ability of the life insurers to assume most or all of the debt issued by Conseco
Finance Corporation (“CFC”); and,
 identify the prospect of full and timely repayment of the $11.4bn of debt outstanding.
Please note that, of the $11.4bn of debt, 18% has been provided by Conseco’s relationship banks
while roughly 10% represents repo agreements with investment banks, referenced written against
loans by CFC for mobile homes. For this paper, the credit officer assumes that Conseco has to re-
pay all of the debt and that the collateral underlying the repo lines has little recovery value.
Conseco’s dilemma. If Conseco gradually liquidates itself through a run-off of the insurance
lines, there is a possibility that it can pay down the debt over the next eight to ten years. Barring
financial interventions by outside investors, the outstanding bank lines have less than a 50%
chance of eventual repayment; the loans will almost certainly be extended beyond Dec-05, the
current maturity dates.
 The assumptions underlying the projections rely on current performance, which may not be
accurate going-forward. For example, the 7% investment yield forecast over the next few
years may be unrealistically high given low interest rates and a sluggish economy.
 There is evidence to suggest that recovery values on defaulted finance receivables,
particularly in the mobile home financing unit, may be overstated.
 CFC’s ability to sell assets is limited since its book of business has contracted by one-third
over the past two years.
 The forecasts do not assess the impact of adverse selection as the health care books run off;
that is, the people who are most likely to claim under their nursing home policies will likely
hold onto those policies while their healthier compatriots will more likely lapse their policies.
 Regulators may not allow Conseco to upstream as $2-4bn of discretionary health insurance
reserves – as policyholders lapse – from the regulated health insurance subsidiaries.
 The embedded value of the life reserves has been diminished with weaker asset quality and
the industry-wide erosion of whole life policy sales (where such value typically lies).
 Since the Conseco G.A.A.P. statements are unclear about the impact of asset sales on debt
repayment, granting Conseco the benefit of the doubt by adding all proceeds in after-the-fact
may exaggerate the debt reduction attained. These projections grant Conseco the $1.8bn
benefit of the doubt.
 The company is under pressure not to re-price “guaranteed renewable” policies at exorbitant
levels to pocket the premiums already paid in by policyholders forced out.
 Though the health insurance contracts relieve Conseco of any future obligation upon their
lapsation, recent court settlements and regulatory actions have found Conseco guilty of
predatory sales practices; Conseco will have to reinstate previously lapsed long-term care
policies at affordable prices.
 Further, for those long-term care customers whom Conseco deliberately priced out of the
market on renewal dates, the company will be required to reimburse them for premiums
previously paid.
Review of forecasts. As detailed in the spreadsheets themselves, the assumptions applied to the
model project the current performance forward through 2010. CFC’s performance, despite efforts
to cut away the ‘old Conseco’, does not appear to be profitable. CFC’s loan book shrinks by 40%
while pre-tax losses exceed $550m through 2007, as indicated by the following data:
$m 2001pro-forma 2002E 2003E 2004E 2005E 2006E 2007E
Pre-tax Inc. 36 -123 -13 -81 -88 -120 -147
Net Worth 1,182 1,040 1,016 965 911 836 745
Non-perform%1
2.5% 2.5% 2.5% 2.5% 2.4% 2.4% 2.4%
In this context of chronic losses at CFC, the projections indicate increasing doubt about
Conseco’s ability to re-pay all of the group’s debt. It is likely that, outside of a bail-out
contractual maturity date of Dec-05. The results presented below include the CFC operations.
(Exclusion of CFC from the projections does not change results materially since these forecasts
allow for no cash to be upstreamed from CFC).
GOING CONCERN 2001pro-forma 2002E 2003E 2004E 2005E 2006E 2007E
Premiums ($m) 5,718 5,741 5,567 5,590 5,526 5,517 5,554
Revenues 8,544 8,595 8.543 8,274 8,123 8,020 7,991
Net Income -417 247 374 427 430 445 463
Assets (excl. Sep Accts) 49,538 44,609 44,547 44,452 44,382 44,559 44,793
Debt 7,211 6,554 6,252 5,871 5,661 5,329 4,949
G.A.A.P. Net Worth 4,946 2,994 2,485 1,886 1,584 2,085 2,556
run-off 2001pro-forma 2002E 2003E 2004E 2005E 2006E 2007E
Premiums ($m) 5,718 4,409 3,713 3,161 2,704 2,343 2,046
Revenues 8,518 7,263 6,582 5,804 5,204 4,688 4,259
Net Income 434 1,126 1,008 950 910 840 773
Assets (excl. Sep Accts) 49,538 43,691 43,153 41,871 40,568 39,384 38,355
Debt 7,880 6,708 5,838 4,783 3,787 2,788 1,803
G.A.A.P. Net Worth 3,456 4,127 4,393 4,582 4,607 4,525 4,393
Reflections. Despite the unappreciated integrity that the current chairman, Gary Wendt, has
exercised, apologists (e.g., the author of this paper) have run out of excuses for Conseco. There is
substantial cause for pause and questioning:
1. Wendt has consistently brushed off bad new as manifestations of the “old Conseco”. Yet he
has headed the company for 19 months – this refrain is threadbare.
2. Apologists have been arguing that Conseco is at its “lowest of low” points…for five years.
Poor performance for so long indicates a failing business model, not a current issue.
3. While writing down the “I/O” securities is justified, the fact that the larger group has not
written off any goodwill is inconsistent with the actions taken on the “I/O” security.
4. The “A-“ Best rating is pivotal to the viability of Conseco’s life-and-health operations in the
market-place. This rating is increasingly out of harmony with the financial strength
downgrades recently issued by Moody’s, S.&P. and Fitch into the single-B level.
cc M.Cohen; S.Wade; R.Wood; C.Simon; S.Isquith; K.Gidwani; C.Kohler.
1
Historically, this rate has been 1.5%
Conseco; Attachment I: 28-Feb-02
GOING CONCERN: with Conseco Finance Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast
Only 60-65% of debt re-paid over 10 yrs 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
$50 $50m Minimum Beginning Cash Balance $75 $20 $634 $50 $50 $50 $50 $50 $50 $50 $50 $50
Eligible Dividends from Operating Life Insurers $250 $924 $556 $561 $588 $640 $445 $456 $457 $680 $730 $803
Eligible Tax-sharing Payments 49 73 109 137 225 254 283 311 341 373 406 476
15% of Gen'l Exp. as Management Fee paid in cash $236 $262 $233 $181 $174 $169 $165 $163 $162 $162 $163 $166
Surplus Note Interest $93 $111 $67 $67 $67 $67 $67 $67 $67 $67 $67 $67
asset sales N.A. N.A. $2,117 $575 $0 $0 $0 $0 $0 $0 $0 $0
Total Cash Inflows $628 $1,394 $3,716 $1,570 $1,105 $1,179 $1,011 $1,046 $1,077 $1,331 $1,416 $1,562
Head Office Expenses 56 200 78 60 58 56 55 54 54 54 54 55
7.85% Senior Debt Interest (7.85%) $109 $165 $383 $540 $503 $476 $452 $431 $403 $362 $308 $246
38.00% 38% Tax Rate ($6) $19 $354 $150 $79 $102 $130 $65 $76 $87 $187 $227
Dividends on Trust Preferreds (8.50%) $88 $155 $188 $163 $163 $163 $163 $163 $163 $163 $163 $163
Common Share Dividends $108 $316 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Cash Outflows $355 $855 $1,003 $913 $803 $797 $800 $713 $696 $666 $712 $691
Cash available for Principal Repayment $273 $539 $2,713 $657 $302 $382 $211 $333 $381 $665 $704 $871
Trust Pfd Redemptions $32 ($75) $483 $0 $0 $0 $0 $0 $0 $0 $0 $0
Borrowings $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Actual Debt Repayments $0 $0 2,814 658 $303 $382 $211 $333 $382 $666 $704 $871
Note: Scheduled Debt Repayments $0 $618 $643 $827 $1,521 $1,439 $2,296 $550 $0 $400 $0 $0
Variance of Actual from Scheduled Debt Repayments $0 N.A. +$2,171 -$169 -$1,219 -$1,056 -$2,086 -$216 +$382 +$266 -- --
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Coverage of Interest (x) 6.45 8.57 8.04 2.81 2.10 2.37 2.12 2.31 2.55 3.54 4.43 6.14
Coverage of Interest and Preferred Dividends (x) 3.57 4.42 6.51 2.23 1.66 1.85 1.64 1.76 1.90 2.54 3.01 3.82
Scheduled Debt Service Coverage;
before pre-payments (x)
5.91 1.81 3.62 1.15 0.55 0.62 0.37 1.07 2.67 1.75 4.60 6.34
Debt $9,739 $7,211 $6,553 $6,251 $5,868 $5,658 $5,324 $4,943 $4,277 $3,573 $2,704
Preferred Stock $2,404 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912
Debt-to-Net Worth 222.7% 145.8% 218.9% 251.5% 311.2% 357.2% 255.4% 193.4% 133.4% 93.9% 58.0%
Comprehensive Debt-to-EBIDTA (x) 17.3 8.6 9.2 7.6 8.1 5.2 3.9 3.5 3.1 2.7 2.3
Conseco; Attachment I: 28-Feb-02
Consolidating Projections: Conseco Operations Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast
Consolidated Statutory Projections (USDm) FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Life & Health Premiums and Annuities $6,467 $6,326 $5,718 $5,741 $5,667 $5,590 $5,526 $5,517 $5,554 $5,636 $5,764 $5,937
Insurance Investment Income $2,042 $1,624 $1,570 $1,739 $1,733 $1,726 $1,728 $1,729 $1,739 $1,758 $1,780 $1,796
Conseco Finance: Net Interest Income $306 $762 $831 $692 $792 $658 $612 $552 $506 $461 $427 $398
Finance Servicing Fees and Other Revenues $473 $469 $426 $422 $351 $301 $257 $221 $192 $163 $144 $129
Total Revenues $9,288 $9,181 $8,544 $8,595 $8,543 $8,274 $8,123 $8,020 $7,991 $8,019 $8,116 $8,262
Life & Health Insurance Benefits $2,791 $2,921 $2,992 $2,951 $2,877 $2,835 $2,805 $2,823 $2,866 $2,931 $3,018 $3,125
Annuities Surrenders and Scheduled Benefits $2,493 $2,974 $2,034 $1,763 $1,638 $1,504 $1,380 $1,275 $1,192 $1,132 $1,094 $1,075
Reserve Adjustments $1,107 $186 $303 $511 $600 $663 $720 $729 $728 $719 $702 $579
Allowance for Defaulted Finance Receivables $129 $354 $501 $628 $621 $561 $528 $506 $493 $471 $444 $421
S.G.&A. and 0ther $2,417 $2,582 $2,428 $2,338 $2,197 $2,061 $2,010 $1,978 $1,964 $1,964 $1,984 $2,020
Profit Before Taxes $351 $163 $286 $403 $610 $650 $680 $710 $748 $802 $874 $1,042
Tax Expense (Benefit) $33 $37 $109 $156 $236 $223 $250 $265 $285 $310 $343 $412
Net Operating Income $380 $132 $177 $354 $399 $427 $430 $445 $463 $491 $531 $630
Net Securitization and Capital Gains (Losses) $122 ($739) ($594) ($107) ($25) $0 $0 $0 $0 $0 $0 $0
Net Income (Losses) $440 ($612) ($417) $247 $374 $427 $430 $445 $463 $491 $531 $630
FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Consolidated Balance Sheet before G.A.A.P. Adj. Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast
Insurance Invested Assets $27,085 $26,063 $26,540 $26,394 $26,610 $26,835 $27,079 $27,566 $28,092 $28,660 $29,048 $29,424
Conseco Finance receivables $11,026 $17,955 $18,784 $14,564 $13,910 $13,300 $12,730 $12,197 $11,697 $11,227 $10,784 $10,367
Other Assets $1,375 $1,192 $2,369 $3,651 $4,027 $4,316 $4,573 $4,797 $5,005 $5,199 $5,376 $5,515
Total Assets $42,213 $47,434 $49,538 $44,609 $44,547 $44,452 $44,382 $44,559 $44,793 $45,086 $45,208 $45,306
Life, Health and Annuity & Deposit Reserves $23,385 $23,104 $23,392 $23,902 $24,435 $25,031 $25,684 $26,346 $27,007 $27,659 $28,294 $28,806
Conseco Finance asset-backed Debt $10,194 $18,364 $19,149 $14,103 $13,469 $12,879 $12,327 $11,810 $11,326 $10,871 $10,443 $10,039
Insurance Repo Agreements and Other Liabilities $3,783 $2,446 $3,507 $2,736 $2,807 $2,771 $2,766 $2,749 $2,746 $2,751 $2,755 $2,761
Stand-alone Operating Company Net Worth $4,834 $3,629 $3,472 $3,270 $3,164 $3,047 $2,942 $2,989 $3,050 $3,087 $2,999 $2,965
Stand-alone Net Worth Ratio 11.6% 7.8% 7.2% 7.5% 7.4% 7.2% 7.0% 7.1% 7.2% 7.3% 7.1% 7.0%
Net Worth Ratio, adj. for secured finance receivables 10.3% 10.1% 9.7% 9.3% 9.3% 9.4% 9.3% 8.9% 8.7%
Revenue Growth -1.1% -6.9% 0.6% -0.6% -3.1% -1.8% -1.3% -0.4% 0.3% 1.2% 1.8%
Pre-tax Profit Margin 3.8% 1.8% 3.3% 4.7% 7.1% 7.9% 8.4% 8.8% 9.4% 10.0% 10.8% 12.6%
Return on Net Worth 9.1% -16.9% -12.0% 7.6% 11.8% 14.0% 14.6% 14.9% 15.2% 15.9% 17.7% 21.2%
INSURANCE SEGMENT AT A Glance FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Consolidated Statutory Balance Sheet ($m) Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast
Renewed Premiums $5,256 $4,805 $4,804 $4,409 $4,322 $4,212 $4,104 $4,040 $4,009 $4,013 $4,052 $4,123
New Life Insurance Sales, in premiums $368 $534 $394 $381 $394 $415 $440 $466 $496 $528 $562 $599
New Annuity Sales, in deposits received $843 $987 $520 $951 $950 $962 $983 $1,011 $1,049 $1,095 $1,150 $1,215
Total revenues $8,609 $8,033 $7,360 $7,487 $7,407 $7,328 $7,268 $7,262 $7,310 $7,413 $7,565 $7,757
S.G.&A. $1,720 $1,811 $1,781 $1,736 $1,669 $1,595 $1,595 $1,606 $1,629 $1,664 $1,710 $1,768
Pre-tax Profit $498 $140 $250 $526 $623 $731 $768 $830 $895 $967 $1,041 $1,210
Net Income $392 -$69 $2 $389 $398 $477 $485 $519 $555 $594 $635 $734
Assets $27,669 $26,309 $27,659 $27,369 $28,082 $28,708 $29,314 $30,122 $30,948 $31,797 $32,443 $33,034
Statutory Surplus (excl. CFC cap’l) $2,010 $1,886 $1,860 $1,800 $1,718 $1,651 $1,601 $1,723 $1,875 $2,014 $2,030 $2,100
Attachment II; 28-Feb-02
RUN-OFF Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast
DEBT pays out in 2008; average life of 5yrs / 7mths 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
$50 $50m Minimum Beginning Cash Balance $75 $20 $634 $50 $50 $50 $50 $50 $50 $50 $50 $50
Eligible Dividends from Operating Life Insurers $250 $924 $566 $734 $760 $943 $923 $907 $867 $839 $804 $766
Eligible Tax-sharing Payments 49 73 99 521 684 654 638 606 578 549 519 492
15% of Gen'l Exp. as Management Fee paid in cash $236 $262 $233 $155 $137 $123 $111 $102 $96 $91 $88 $86
Surplus Note Interest $93 $111 $67 $67 $67 $67 $67 $67 $67 $67 $67 $67
asset sales N.A. N.A. $2,117 $575 $0 $0 $0 $0 $0 $0 $0 $0
Total Cash Inflows $628 $1,394 $3,716 $2,103 $1,698 $1,837 $1,789 $1,732 $1,658 $1,596 $1,529 $1,461
Head Office Expenses 56 200 78 52 46 41 37 34 32 30 29 29
7.85% Senior Debt Interest (7.85%) $109 $165 $409 $573 $492 $417 $336 $258 $180 $102 $32 $0
38.00% 38% Tax Rate ($6) $19 $354 $144 $126 $162 $257 $277 $298 $311 $328 $341
Dividends on Trust Preferreds (8.50%) $88 $155 $188 $163 $163 $163 $163 $163 $163 $163 $155 $106
Common Share Dividends $108 $316 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Cash Outflows $355 $855 $1,029 $932 $827 $783 $793 $732 $673 $606 $544 $476
Cash available for Principal Repayment $273 $539 $2,687 $1,171 $871 $1,054 $996 $1,000 $985 $990 $985 $985
Trust Pfd Redemptions (pre-payments after 2008) $32 ($75) $483 $0 $0 $0 $0 $0 $0 $0 $168 $984
Borrowings $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Actual Debt Repayments $0 $0 $2,145 $1,173 $871 $1,055 $1,299 $1,000 $986 $990 $816 $0
Note: Scheduled Debt Repayments $0 $618 $643 $827 $1,521 $1,439 $2,296 $550 $0 $400 $0 $0
Variance from repayment schedule $0 N.A. +$1,502 +$346 -$650 -$384 -$997 +$450 +$986 +590 +$816 $0
1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Coverage of Interest (x) 6.45 8.57 7.53 3.59 3.35 4.29 5.17 6.52 8.95 15.11 46.61 #DIV/0!
Coverage of Interest and Preferred Dividends (x) 3.57 4.42 6.22 2.86 2.59 3.17 3.59 4.12 4.85 6.03 8.17 13.72
Scheduled Debt Service Coverage;
before pre-payments (x)
5.91 1.51 3.00 1.35 0.78 0.91 0.64 1.78 4.85 2.40
8.17 13.72
Debt $9,739 $7,880 $6,707 $5,836 $4,781 $3,784 $2,784 $1,798 $808 $0 $0
Preferred Stock $2,404 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,744 $760
Debt-to-Net Worth 222.7% 159.3% 181.4% 151.9% 120.5% 86.2% 53.1% 30.2% 12.3% 0.0% 0.0%
Comprehensive Debt-to-EBIDTA (x) 17.3 9.5 11.4 13.5 16.8 6.2 3.3 2.5 1.9 1.3 0.6
Attachment II; 28-Feb-02
Consolidating Projections: Conseco Operations Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast
Consolidated Statutory Projections (USDm) FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Life & Health Premiums and Annuities $6,467 $6,326 $5,718 $4,409 $3,713 $3,161 $2,704 $2,343 $2,046 $1,799 $1,592 $1,415
Insurance Investment Income $2,042 $1,624 $1,543 $1,739 $1,726 $1,687 $1,635 $1,578 $1,522 $1,471 $1,425 $1,382
Conseco Finance: Net Interest Income $306 $762 $831 $692 $792 $658 $612 $552 $506 $461 $427 $398
Finance Servicing Fees and Other Revenues $473 $469 $426 $422 $351 $299 $253 $215 $185 $155 $136 $120
Total Revenues $9,288 $9,181 $8,518 $7,263 $6,582 $5,804 $5,204 $4,688 $4,259 $3,887 $3,580 $3,316
Life & Health Insurance Benefits $2,791 $2,921 $2,992 $2,893 $2,556 $2,264 $1,999 $1,779 $1,587 $1,417 $1,268 $1,136
Annuities Surrenders and Scheduled Benefits $2,493 $2,974 $2,034 $1,157 $811 $553 $363 $226 $131 $68 $29 $6
Reserve Adjustments $1,107 $186 $303 ($914) ($710) ($564) ($465) ($367) ($301) ($249) ($209) ($177)
Allowance for Defaulted Finance Receivables $129 $354 $501 $628 $621 $561 $528 $506 $493 $471 $444 $421
S.G.&A. and 0ther $2,417 $2,582 $2,428 $1,832 $1,600 $1,417 $1,264 $1,144 $1,055 $977 $921 $875
Profit Before Taxes $351 $163 $260 $1,667 $1,703 $1,573 $1,515 $1,401 $1,295 $1,204 $1,126 $1,055
Tax Expense (Benefit) $33 $37 $99 $541 $695 $623 $605 $560 $522 $486 $456 $428
Net Operating Income $380 $132 $160 $1,233 $1,033 $950 $910 $840 $773 $718 $671 $627
Net Securitization and Capital Gains (Losses) $122 ($739) ($594) ($107) ($25) $0 $0 $0 $0 $0 $0 $0
Net Income (Losses) $440 ($612) ($434) $1,126 $1,008 $950 $910 $840 $773 $718 $671 $627
FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Consolidated Balance Sheet before G.A.A,P, Adjustments Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast
Insurance Invested Assets $27,085 $26,063 $26,540 $26,143 $25,312 $24,264 $23,173 $22,177 $21,262 $20,424 $19,640 $18,909
Conseco Finance receivables $11,026 $17,955 $18,784 $14,564 $13,910 $13,300 $12,730 $12,197 $11,697 $11,227 $10,784 $10,367
Other Assets $1,375 $1,192 $2,369 $2,985 $3,931 $4,307 $4,665 $5,010 $5,376 $5,721 $6,151 $6,496
Total Assets $42,213 $47,434 $49,538 $43,691 $43,153 $41,871 $40,568 $39,384 $38,335 $37,372 $36,575 $35,772
Life, Health and Annuity & Deposit Reserves $23,385 $23,104 $23,392 $22,478 $21,701 $21,070 $20,539 $20,105 $19,736 $19,420 $19,144 $18,901
Conseco Finance asset-backed Debt $10,194 $18,364 $19,149 $14,103 $13,469 $12,879 $12,327 $11,810 $11,326 $10,871 $10,443 $10,039
Insurance Repo Agreements and Other Liabilities $3,783 $2,446 $3,523 $2,984 $2,917 $2,616 $2,431 $2,280 $2,197 $2,151 $2,148 $2,160
Stand-alone Operating Company Net Worth $4,834 $3,629 $3,456 $4,127 $4,393 $4,582 $4,607 $4,525 $4,393 $4,194 $4,032 $3,865
Stand-alone Net Worth Ratio 11.6% 7.8% 7.1% 9.7% 10.6% 11.3% 11.7% 11.8% 11.8% 11.5% 11.3% 11.1%
Net Worth Ratio, adjusted for secured finance receivables 13.4% 14.5% 15.5% 15.9% 16.0% 15.8% 15.4% 15.1% 14.7%
Revenue Growth -1.1% -7.2% -14.7% -9.4% -11.8% -10.3% -9.9% -9.2% -8.7% -7.9% -7.4%
Pre-tax Profit Margin 3.8% 1.8% 3.0% 22.9% 25.9% 27.1% 29.1% 29.9% 30.4% 31.0% 31.5% 31.8%
Return on Net Worth 9.1% -16.9% -12.5% 27.3% 22.9% 20.7% 19.8% 18.6% 17.6% 17.1% 16.6% 16.2%
INSURANCE SEGMENT AT A Glance FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
Consolidated Statutory Balance Sheet (USDm) Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast
Renewed Premiums $5,256 $4,805 $4,804 $4,409 $3,713 $3,161 $2,704 $2,343 $2,046 $1,799 $1,592 $1,415
New Life Insurance Sales, in premiums $368 $534 $394 $0 $0 $0 $0 $0 $0 $0 $0 $0
New Annuity Sales, in deposits received $843 $987 $520 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total revenues $8,609 $8,033 $7,334 $6,155 $5,447 $4,858 $4,349 $3,931 $3,578 $3,281 $3,029 $2,811
S.G.&A. $1,720 $1,811 $1,781 $1,230 $1,073 $950 $849 $772 $720 $677 $647 $623
Pre-tax Profit $498 $140 $224 $1,789 $1,717 $1,654 $1,603 $1,521 $1,442 $1,369 $1,294 $1,223
Net Income $392 -$69 -$14 $1,268 $1,033 $1,000 $965 $915 $864 $820 $774 $732
Assets $27,669 $26,309 $27,659 $26,452 $26,688 $26,128 $25,499 $24,947 $24,489 $24,083 $23,810 $23,501
Statutory Surplus (excludes CFC capital) $2,010 $1,886 $1,480 $2,356 $2,698 $2,978 $3,093 $3,114 $3,098 $3,020 $2,979 $2,928
Attachment III; 28-Feb-02
NOTE on Methodology. I have reviewed the statutory statements of the Conseco life insurers (i.e.,
fifteen companies) and modelled the performance of Conseco Finance Corp. (“CFC”). I conducted a
series of four projections: two extending current / actual performance ratioes indefinitely and two
others placing the business into run-off immediately; these scenarioes are further differentiated by
including CNC Finance in two of the projections and excluding finance results in the other two.
There are some implicit assumptions underlying the four scenarioes.
 Conseco’s performance during every period in the future will deviate from current results.
 If management decides to liquidate any part of Conseco’s life operations, it will liquidate them all
through a run-off of the current books of business and that attrition starts immediately.
 That creditors will let Conseco term out debt whenever it wants to do so.
 That Conseco’s Best’s rating remains at “A1” at least when it remains a going concern.
 There will be no adverse selection of the life / health book.
 Conseco will be unable to release discretionary health reserves when it wants to.
 None of the sales proceeds have been realized by the company.
 The yield curve will remain perfectly flat at all times.
 There will be no acceleration of annuity surrenders or lapses no matter what the publicity.
 There will be no inflation of expenses, commission rates, premiums or claims-payments
 There will be no regulatory interference when Conseco seeks to upstream dividends from the life
companies or from Conseco Finance.
 That Conseco will not seek to spin-off Conseco Finance.
 That there is no mis-estimation of recovery values on mobile homes and other assets financed by
Conseco Finance.
 That Conseco Finance will have indefinite access to the A.B.S. market.
Obviously, some or even many of these assumption will not manifest themselves over the next
decade. Nevertheless, the uncertainty imposed by not knowing the future does not preclude the
forecasts from accurately assessing the company’s prospects in the years ahead. These several
assumptions yield the following parameters in the scenarioes.
Ongoing Ongoing Run-off Run-off
with CFC without CFC with CFC without CFC
Holding Co. Debt Rate2
7.8% 7.8% 7.8% 7.9%
% of debt o/s in 20103
37% 41% Paid in 2008 Paid in 2008
% debt + Trust Pfd o/s in 2010 50% 53% 8.2% 10.0%
Revenue Growth -5.58% -0.57% -9.66% -9.93%
Lapse Rate 10.9% 10.9% 10.9% 10.9%
Invt Yield 6.9% 6.9% 7.1% 7.1%
Insurance Equity Ratio 6.1% 6.1% 11.8% 11.8%
GAAP Net Worth Ratio 7.2% 8.2% 10.8% 14.1%
On the following pages of this attachment are the templates used to extrapolate the future performance
of the life companies as well as that of Conseco Finance.
2
includes rate on trust preferred stock; S&P declared that it would view deferred payments on trust preferred as
equivalent to defaults on corporate debt.
3
includes trust preferred
Attachment III; 28-Feb-02
Conseco computational worksheet; blue cells are inputs without reference to statutories; and, red
cells are manually input based on calculations from Blue-book
Actual Pro-forma Projected
Conseco life & Health Subsidiary FYE 12/2000 2001 2002
Life & Health Premiums : Previous Year $0 $0 $0
Annuity Deposits: Previous Year $0 $0 $0
Life & Health Lapse Rate 0.0% 0.0% 0.0%
Annuity Lapse Rate 0.0% 0.0% 0.0%
Macro-modifier of Lapse Rate 0.0% 0.0% 0.0%
Renewal Premiums $0 $0 $0
New Life & Health Premium Growth Rate 0.0% 0.0% 0.0%
New Deposit Growth Rate 0.0% 0.0% 0.0%
Macro-modifier of New Business Growth Rates 0.0% 0.0% 0.0%
New Life & Health Premiums $0 $0 $0
New Annuity Deposits $0 $0 $0
Investment Income #DIV/0! #DIV/0! #DIV/0!
Other Revenues $0 $0 $0
Total Revenues #DIV/0! #DIV/0! #DIV/0!
Loss Ratio #DIV/0! #DIV/0! #DIV/0!
Mortality Ratio & Morbidity Ratio #DIV/0! #DIV/0! #DIV/0!
Mortality/Morbidity Adverse Selection Modifier 0.0% 0.0% 0.0%
Surrender Rates on Annuities & Deposits 0.0% 0.0% 0.0%
Benefit Payments $0 $0 $0
Surrenders $0 $0 $0
Reserve Changes, including Separate Accounts $0 $0 $0
Commission Rate for New Business 0.0% 0.0% 0.0%
Intermediation Fees for New Annuities 0.0% 0.0% 0.0%
Renewal Commission Rates for Renewing Business 0.0% 0.0% 0.0%
Inflation modifier 0.0% 0.0% 0.0%
Commissions: Life & Health #DIV/0! #DIV/0! #DIV/0!
Commissions: Annuities $0 $0 $0
General Expenses #DIV/0! #DIV/0! #DIV/0!
Other expenses $0 $0 $0
Pre-tax Income #DIV/0! #DIV/0! #DIV/0!
Taxes #DIV/0! #DIV/0! #DIV/0!
Realized Net Capital Gains or (Losses) $0 $0 $0
Net Income #DIV/0! #DIV/0! #DIV/0!
Eligible Dividend Regulation: if the higher of income or 10% of surplus,
enter "0" to the left; if the lower, enter "1"; and, if uncertain, enter "0"
FYE 12/99 FYE 12/2000 2001 2002
Invested Assets $0 #DIV/0! #DIV/0! #DIV/0!
Affiliated Earning Investments $0 $0 $0 $0
Other Assets $0 #DIV/0! #DIV/0! #DIV/0!
Total Assets $0 #DIV/0! #DIV/0! #DIV/0!
Reserves $0 $0 $0 $0
Other Liabilities $0 #DIV/0! #DIV/0! #DIV/0!
Surplus $0 #DIV/0! #DIV/0! #DIV/0!
(includes asset valuation / interest maintenance reserves)
Reference: Affiliated stocks, already deducted
Eligible Dividends; raw calculation $0 #DIV/0! #DIV/0! #DIV/0!
Eligible Dividends: availability $0 #DIV/0! #DIV/0! #DIV/0!
Contributions to surplus $0 $0 $0 $0
Attachment III; 28-Feb-02
Actual Pro-forma Forecast
Conseco Finance Company FYE 12/2000 2001 2002
Interest Rate Earned on Assets 0% 0% 0%
Interest Expense on Assets 0% 0% 0%
Macro-adjustment: change in spreads (in b.p.s) 0.00 0.00
Core Commercial Managed receivables in run-off $0 $0 $0
Owned receivables $0 $0 $0
Growth Rate 0% 0% 0%
Loss Rate 0% 0% 0%
Non-performing Rate 0% 0% 0%
Macro-adjustment; degree of deterioration 0.00% 0.00%
Performing Earning Assets $0 $0 $0
Run-off of Commercial Managed Receivables $0 $0 $0
Owned receivables $0 $0 $0
Growth Rate 0% 0% 0%
Loss Rate 0% 0% 0%
Non-performing Rate 0% 0% 0%
Macro-adjustment; degree of deterioration 0.00% 0.00%
Performing Earning Assets $0 $0 $0
Origination & Other Transaction Fees 0% 0% 0%
Asset Management Fees 0% 0% 0%
Macro-adjustment for Structured Finance Competition
(in basis points)
0.00% 0.00%
Funds for Financing Assets $0 $0 $0
Funds Managed for Third Parties $0 $0 $0
REVENUES
Gross Interest Income $0 $0 $0
Cost of Funds $0 $0 $0
Origination and other fees $0 $0 $0
TOTAL Net FINANCIAL REVENUES $0 $0 $0
SG&A $0 $0 $0
Macro-adjustment for Inflation; degree of acceleration 0.00% 0.00%
Provision for Loan Losses $0 $0 $0
Profit Before Taxes $0 $0 $0
Income Taxes $0 $0 $0
0.0% 0.0% 0.0%
After-tax Securtization Gains; net of one-time charges $0 $0 $0
Net Income $0 $0 $0
Dividend Pay-out % (% of previous year income) 0.00% 0.00%
Operating cash flow $0 $0 $0
BALANCE SHEET FYE 12/2000 2001 2002
Finance Receivables $0 $0 $0
I/0 Securities from Securitization; svcg rights $0 $0 $0
Intangibles (Recbles from CNC; goodwill; svc rites) $0 $0 $0
Cash held as excess collateral for securitizations $0 $0 $0
Other Assets $0 $0 $0
Total Assets $0 $0 $0
NOTE:
Receivables Pledged as collateral $0 $0 $0
Receivables Sold in to off-balance sheet secured debt $0 $0 $0
LIABILITIES & EQUITY
Financing Debt $0 $0 $0
Other Liabilities $0 $0 $0
Equity $0 $0 $0

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Conseco tranfer to work-out

  • 1. M E M O R A N D U M To Olen Honeyman From Ned McDonnell Date 28-Feb-02 Re Conseco, Inc. (“Conseco”) Conclusion. Reassignment of Conseco to the work-out group is now warranted given the findings presented below. The premise underlying any argument in favor of Conseco is that it has held embedded value in its insurance reserves to enable the life companies sufficient to bail out the finance company’s operation. The life operation does not have the wherewithal, as a continuing operation, to allow for payment of all debt back as scheduled. Conseco is likely to fail. Purpose. To….  summarize an analysis of the core profitability of underlying operations;  forecast operating performance over the next 10 years if current performance remains constant or if the life insurance operations are placed into run-off;  assess the ability of the life insurers to assume most or all of the debt issued by Conseco Finance Corporation (“CFC”); and,  identify the prospect of full and timely repayment of the $11.4bn of debt outstanding. Please note that, of the $11.4bn of debt, 18% has been provided by Conseco’s relationship banks while roughly 10% represents repo agreements with investment banks, referenced written against loans by CFC for mobile homes. For this paper, the credit officer assumes that Conseco has to re- pay all of the debt and that the collateral underlying the repo lines has little recovery value. Conseco’s dilemma. If Conseco gradually liquidates itself through a run-off of the insurance lines, there is a possibility that it can pay down the debt over the next eight to ten years. Barring financial interventions by outside investors, the outstanding bank lines have less than a 50% chance of eventual repayment; the loans will almost certainly be extended beyond Dec-05, the current maturity dates.  The assumptions underlying the projections rely on current performance, which may not be accurate going-forward. For example, the 7% investment yield forecast over the next few years may be unrealistically high given low interest rates and a sluggish economy.  There is evidence to suggest that recovery values on defaulted finance receivables, particularly in the mobile home financing unit, may be overstated.  CFC’s ability to sell assets is limited since its book of business has contracted by one-third over the past two years.  The forecasts do not assess the impact of adverse selection as the health care books run off; that is, the people who are most likely to claim under their nursing home policies will likely hold onto those policies while their healthier compatriots will more likely lapse their policies.  Regulators may not allow Conseco to upstream as $2-4bn of discretionary health insurance reserves – as policyholders lapse – from the regulated health insurance subsidiaries.  The embedded value of the life reserves has been diminished with weaker asset quality and the industry-wide erosion of whole life policy sales (where such value typically lies).  Since the Conseco G.A.A.P. statements are unclear about the impact of asset sales on debt repayment, granting Conseco the benefit of the doubt by adding all proceeds in after-the-fact may exaggerate the debt reduction attained. These projections grant Conseco the $1.8bn benefit of the doubt.  The company is under pressure not to re-price “guaranteed renewable” policies at exorbitant levels to pocket the premiums already paid in by policyholders forced out.  Though the health insurance contracts relieve Conseco of any future obligation upon their lapsation, recent court settlements and regulatory actions have found Conseco guilty of
  • 2. predatory sales practices; Conseco will have to reinstate previously lapsed long-term care policies at affordable prices.  Further, for those long-term care customers whom Conseco deliberately priced out of the market on renewal dates, the company will be required to reimburse them for premiums previously paid. Review of forecasts. As detailed in the spreadsheets themselves, the assumptions applied to the model project the current performance forward through 2010. CFC’s performance, despite efforts to cut away the ‘old Conseco’, does not appear to be profitable. CFC’s loan book shrinks by 40% while pre-tax losses exceed $550m through 2007, as indicated by the following data: $m 2001pro-forma 2002E 2003E 2004E 2005E 2006E 2007E Pre-tax Inc. 36 -123 -13 -81 -88 -120 -147 Net Worth 1,182 1,040 1,016 965 911 836 745 Non-perform%1 2.5% 2.5% 2.5% 2.5% 2.4% 2.4% 2.4% In this context of chronic losses at CFC, the projections indicate increasing doubt about Conseco’s ability to re-pay all of the group’s debt. It is likely that, outside of a bail-out contractual maturity date of Dec-05. The results presented below include the CFC operations. (Exclusion of CFC from the projections does not change results materially since these forecasts allow for no cash to be upstreamed from CFC). GOING CONCERN 2001pro-forma 2002E 2003E 2004E 2005E 2006E 2007E Premiums ($m) 5,718 5,741 5,567 5,590 5,526 5,517 5,554 Revenues 8,544 8,595 8.543 8,274 8,123 8,020 7,991 Net Income -417 247 374 427 430 445 463 Assets (excl. Sep Accts) 49,538 44,609 44,547 44,452 44,382 44,559 44,793 Debt 7,211 6,554 6,252 5,871 5,661 5,329 4,949 G.A.A.P. Net Worth 4,946 2,994 2,485 1,886 1,584 2,085 2,556 run-off 2001pro-forma 2002E 2003E 2004E 2005E 2006E 2007E Premiums ($m) 5,718 4,409 3,713 3,161 2,704 2,343 2,046 Revenues 8,518 7,263 6,582 5,804 5,204 4,688 4,259 Net Income 434 1,126 1,008 950 910 840 773 Assets (excl. Sep Accts) 49,538 43,691 43,153 41,871 40,568 39,384 38,355 Debt 7,880 6,708 5,838 4,783 3,787 2,788 1,803 G.A.A.P. Net Worth 3,456 4,127 4,393 4,582 4,607 4,525 4,393 Reflections. Despite the unappreciated integrity that the current chairman, Gary Wendt, has exercised, apologists (e.g., the author of this paper) have run out of excuses for Conseco. There is substantial cause for pause and questioning: 1. Wendt has consistently brushed off bad new as manifestations of the “old Conseco”. Yet he has headed the company for 19 months – this refrain is threadbare. 2. Apologists have been arguing that Conseco is at its “lowest of low” points…for five years. Poor performance for so long indicates a failing business model, not a current issue. 3. While writing down the “I/O” securities is justified, the fact that the larger group has not written off any goodwill is inconsistent with the actions taken on the “I/O” security. 4. The “A-“ Best rating is pivotal to the viability of Conseco’s life-and-health operations in the market-place. This rating is increasingly out of harmony with the financial strength downgrades recently issued by Moody’s, S.&P. and Fitch into the single-B level. cc M.Cohen; S.Wade; R.Wood; C.Simon; S.Isquith; K.Gidwani; C.Kohler. 1 Historically, this rate has been 1.5%
  • 3. Conseco; Attachment I: 28-Feb-02 GOING CONCERN: with Conseco Finance Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Only 60-65% of debt re-paid over 10 yrs 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 $50 $50m Minimum Beginning Cash Balance $75 $20 $634 $50 $50 $50 $50 $50 $50 $50 $50 $50 Eligible Dividends from Operating Life Insurers $250 $924 $556 $561 $588 $640 $445 $456 $457 $680 $730 $803 Eligible Tax-sharing Payments 49 73 109 137 225 254 283 311 341 373 406 476 15% of Gen'l Exp. as Management Fee paid in cash $236 $262 $233 $181 $174 $169 $165 $163 $162 $162 $163 $166 Surplus Note Interest $93 $111 $67 $67 $67 $67 $67 $67 $67 $67 $67 $67 asset sales N.A. N.A. $2,117 $575 $0 $0 $0 $0 $0 $0 $0 $0 Total Cash Inflows $628 $1,394 $3,716 $1,570 $1,105 $1,179 $1,011 $1,046 $1,077 $1,331 $1,416 $1,562 Head Office Expenses 56 200 78 60 58 56 55 54 54 54 54 55 7.85% Senior Debt Interest (7.85%) $109 $165 $383 $540 $503 $476 $452 $431 $403 $362 $308 $246 38.00% 38% Tax Rate ($6) $19 $354 $150 $79 $102 $130 $65 $76 $87 $187 $227 Dividends on Trust Preferreds (8.50%) $88 $155 $188 $163 $163 $163 $163 $163 $163 $163 $163 $163 Common Share Dividends $108 $316 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cash Outflows $355 $855 $1,003 $913 $803 $797 $800 $713 $696 $666 $712 $691 Cash available for Principal Repayment $273 $539 $2,713 $657 $302 $382 $211 $333 $381 $665 $704 $871 Trust Pfd Redemptions $32 ($75) $483 $0 $0 $0 $0 $0 $0 $0 $0 $0 Borrowings $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Actual Debt Repayments $0 $0 2,814 658 $303 $382 $211 $333 $382 $666 $704 $871 Note: Scheduled Debt Repayments $0 $618 $643 $827 $1,521 $1,439 $2,296 $550 $0 $400 $0 $0 Variance of Actual from Scheduled Debt Repayments $0 N.A. +$2,171 -$169 -$1,219 -$1,056 -$2,086 -$216 +$382 +$266 -- -- 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Coverage of Interest (x) 6.45 8.57 8.04 2.81 2.10 2.37 2.12 2.31 2.55 3.54 4.43 6.14 Coverage of Interest and Preferred Dividends (x) 3.57 4.42 6.51 2.23 1.66 1.85 1.64 1.76 1.90 2.54 3.01 3.82 Scheduled Debt Service Coverage; before pre-payments (x) 5.91 1.81 3.62 1.15 0.55 0.62 0.37 1.07 2.67 1.75 4.60 6.34 Debt $9,739 $7,211 $6,553 $6,251 $5,868 $5,658 $5,324 $4,943 $4,277 $3,573 $2,704 Preferred Stock $2,404 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 Debt-to-Net Worth 222.7% 145.8% 218.9% 251.5% 311.2% 357.2% 255.4% 193.4% 133.4% 93.9% 58.0% Comprehensive Debt-to-EBIDTA (x) 17.3 8.6 9.2 7.6 8.1 5.2 3.9 3.5 3.1 2.7 2.3
  • 4. Conseco; Attachment I: 28-Feb-02 Consolidating Projections: Conseco Operations Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Consolidated Statutory Projections (USDm) FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Life & Health Premiums and Annuities $6,467 $6,326 $5,718 $5,741 $5,667 $5,590 $5,526 $5,517 $5,554 $5,636 $5,764 $5,937 Insurance Investment Income $2,042 $1,624 $1,570 $1,739 $1,733 $1,726 $1,728 $1,729 $1,739 $1,758 $1,780 $1,796 Conseco Finance: Net Interest Income $306 $762 $831 $692 $792 $658 $612 $552 $506 $461 $427 $398 Finance Servicing Fees and Other Revenues $473 $469 $426 $422 $351 $301 $257 $221 $192 $163 $144 $129 Total Revenues $9,288 $9,181 $8,544 $8,595 $8,543 $8,274 $8,123 $8,020 $7,991 $8,019 $8,116 $8,262 Life & Health Insurance Benefits $2,791 $2,921 $2,992 $2,951 $2,877 $2,835 $2,805 $2,823 $2,866 $2,931 $3,018 $3,125 Annuities Surrenders and Scheduled Benefits $2,493 $2,974 $2,034 $1,763 $1,638 $1,504 $1,380 $1,275 $1,192 $1,132 $1,094 $1,075 Reserve Adjustments $1,107 $186 $303 $511 $600 $663 $720 $729 $728 $719 $702 $579 Allowance for Defaulted Finance Receivables $129 $354 $501 $628 $621 $561 $528 $506 $493 $471 $444 $421 S.G.&A. and 0ther $2,417 $2,582 $2,428 $2,338 $2,197 $2,061 $2,010 $1,978 $1,964 $1,964 $1,984 $2,020 Profit Before Taxes $351 $163 $286 $403 $610 $650 $680 $710 $748 $802 $874 $1,042 Tax Expense (Benefit) $33 $37 $109 $156 $236 $223 $250 $265 $285 $310 $343 $412 Net Operating Income $380 $132 $177 $354 $399 $427 $430 $445 $463 $491 $531 $630 Net Securitization and Capital Gains (Losses) $122 ($739) ($594) ($107) ($25) $0 $0 $0 $0 $0 $0 $0 Net Income (Losses) $440 ($612) ($417) $247 $374 $427 $430 $445 $463 $491 $531 $630 FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Consolidated Balance Sheet before G.A.A.P. Adj. Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Insurance Invested Assets $27,085 $26,063 $26,540 $26,394 $26,610 $26,835 $27,079 $27,566 $28,092 $28,660 $29,048 $29,424 Conseco Finance receivables $11,026 $17,955 $18,784 $14,564 $13,910 $13,300 $12,730 $12,197 $11,697 $11,227 $10,784 $10,367 Other Assets $1,375 $1,192 $2,369 $3,651 $4,027 $4,316 $4,573 $4,797 $5,005 $5,199 $5,376 $5,515 Total Assets $42,213 $47,434 $49,538 $44,609 $44,547 $44,452 $44,382 $44,559 $44,793 $45,086 $45,208 $45,306 Life, Health and Annuity & Deposit Reserves $23,385 $23,104 $23,392 $23,902 $24,435 $25,031 $25,684 $26,346 $27,007 $27,659 $28,294 $28,806 Conseco Finance asset-backed Debt $10,194 $18,364 $19,149 $14,103 $13,469 $12,879 $12,327 $11,810 $11,326 $10,871 $10,443 $10,039 Insurance Repo Agreements and Other Liabilities $3,783 $2,446 $3,507 $2,736 $2,807 $2,771 $2,766 $2,749 $2,746 $2,751 $2,755 $2,761 Stand-alone Operating Company Net Worth $4,834 $3,629 $3,472 $3,270 $3,164 $3,047 $2,942 $2,989 $3,050 $3,087 $2,999 $2,965 Stand-alone Net Worth Ratio 11.6% 7.8% 7.2% 7.5% 7.4% 7.2% 7.0% 7.1% 7.2% 7.3% 7.1% 7.0% Net Worth Ratio, adj. for secured finance receivables 10.3% 10.1% 9.7% 9.3% 9.3% 9.4% 9.3% 8.9% 8.7% Revenue Growth -1.1% -6.9% 0.6% -0.6% -3.1% -1.8% -1.3% -0.4% 0.3% 1.2% 1.8% Pre-tax Profit Margin 3.8% 1.8% 3.3% 4.7% 7.1% 7.9% 8.4% 8.8% 9.4% 10.0% 10.8% 12.6% Return on Net Worth 9.1% -16.9% -12.0% 7.6% 11.8% 14.0% 14.6% 14.9% 15.2% 15.9% 17.7% 21.2% INSURANCE SEGMENT AT A Glance FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Consolidated Statutory Balance Sheet ($m) Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Renewed Premiums $5,256 $4,805 $4,804 $4,409 $4,322 $4,212 $4,104 $4,040 $4,009 $4,013 $4,052 $4,123 New Life Insurance Sales, in premiums $368 $534 $394 $381 $394 $415 $440 $466 $496 $528 $562 $599 New Annuity Sales, in deposits received $843 $987 $520 $951 $950 $962 $983 $1,011 $1,049 $1,095 $1,150 $1,215 Total revenues $8,609 $8,033 $7,360 $7,487 $7,407 $7,328 $7,268 $7,262 $7,310 $7,413 $7,565 $7,757 S.G.&A. $1,720 $1,811 $1,781 $1,736 $1,669 $1,595 $1,595 $1,606 $1,629 $1,664 $1,710 $1,768 Pre-tax Profit $498 $140 $250 $526 $623 $731 $768 $830 $895 $967 $1,041 $1,210 Net Income $392 -$69 $2 $389 $398 $477 $485 $519 $555 $594 $635 $734 Assets $27,669 $26,309 $27,659 $27,369 $28,082 $28,708 $29,314 $30,122 $30,948 $31,797 $32,443 $33,034 Statutory Surplus (excl. CFC cap’l) $2,010 $1,886 $1,860 $1,800 $1,718 $1,651 $1,601 $1,723 $1,875 $2,014 $2,030 $2,100
  • 5. Attachment II; 28-Feb-02 RUN-OFF Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast DEBT pays out in 2008; average life of 5yrs / 7mths 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 $50 $50m Minimum Beginning Cash Balance $75 $20 $634 $50 $50 $50 $50 $50 $50 $50 $50 $50 Eligible Dividends from Operating Life Insurers $250 $924 $566 $734 $760 $943 $923 $907 $867 $839 $804 $766 Eligible Tax-sharing Payments 49 73 99 521 684 654 638 606 578 549 519 492 15% of Gen'l Exp. as Management Fee paid in cash $236 $262 $233 $155 $137 $123 $111 $102 $96 $91 $88 $86 Surplus Note Interest $93 $111 $67 $67 $67 $67 $67 $67 $67 $67 $67 $67 asset sales N.A. N.A. $2,117 $575 $0 $0 $0 $0 $0 $0 $0 $0 Total Cash Inflows $628 $1,394 $3,716 $2,103 $1,698 $1,837 $1,789 $1,732 $1,658 $1,596 $1,529 $1,461 Head Office Expenses 56 200 78 52 46 41 37 34 32 30 29 29 7.85% Senior Debt Interest (7.85%) $109 $165 $409 $573 $492 $417 $336 $258 $180 $102 $32 $0 38.00% 38% Tax Rate ($6) $19 $354 $144 $126 $162 $257 $277 $298 $311 $328 $341 Dividends on Trust Preferreds (8.50%) $88 $155 $188 $163 $163 $163 $163 $163 $163 $163 $155 $106 Common Share Dividends $108 $316 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Cash Outflows $355 $855 $1,029 $932 $827 $783 $793 $732 $673 $606 $544 $476 Cash available for Principal Repayment $273 $539 $2,687 $1,171 $871 $1,054 $996 $1,000 $985 $990 $985 $985 Trust Pfd Redemptions (pre-payments after 2008) $32 ($75) $483 $0 $0 $0 $0 $0 $0 $0 $168 $984 Borrowings $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 $0 Actual Debt Repayments $0 $0 $2,145 $1,173 $871 $1,055 $1,299 $1,000 $986 $990 $816 $0 Note: Scheduled Debt Repayments $0 $618 $643 $827 $1,521 $1,439 $2,296 $550 $0 $400 $0 $0 Variance from repayment schedule $0 N.A. +$1,502 +$346 -$650 -$384 -$997 +$450 +$986 +590 +$816 $0 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Coverage of Interest (x) 6.45 8.57 7.53 3.59 3.35 4.29 5.17 6.52 8.95 15.11 46.61 #DIV/0! Coverage of Interest and Preferred Dividends (x) 3.57 4.42 6.22 2.86 2.59 3.17 3.59 4.12 4.85 6.03 8.17 13.72 Scheduled Debt Service Coverage; before pre-payments (x) 5.91 1.51 3.00 1.35 0.78 0.91 0.64 1.78 4.85 2.40 8.17 13.72 Debt $9,739 $7,880 $6,707 $5,836 $4,781 $3,784 $2,784 $1,798 $808 $0 $0 Preferred Stock $2,404 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,912 $1,744 $760 Debt-to-Net Worth 222.7% 159.3% 181.4% 151.9% 120.5% 86.2% 53.1% 30.2% 12.3% 0.0% 0.0% Comprehensive Debt-to-EBIDTA (x) 17.3 9.5 11.4 13.5 16.8 6.2 3.3 2.5 1.9 1.3 0.6
  • 6. Attachment II; 28-Feb-02 Consolidating Projections: Conseco Operations Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Consolidated Statutory Projections (USDm) FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Life & Health Premiums and Annuities $6,467 $6,326 $5,718 $4,409 $3,713 $3,161 $2,704 $2,343 $2,046 $1,799 $1,592 $1,415 Insurance Investment Income $2,042 $1,624 $1,543 $1,739 $1,726 $1,687 $1,635 $1,578 $1,522 $1,471 $1,425 $1,382 Conseco Finance: Net Interest Income $306 $762 $831 $692 $792 $658 $612 $552 $506 $461 $427 $398 Finance Servicing Fees and Other Revenues $473 $469 $426 $422 $351 $299 $253 $215 $185 $155 $136 $120 Total Revenues $9,288 $9,181 $8,518 $7,263 $6,582 $5,804 $5,204 $4,688 $4,259 $3,887 $3,580 $3,316 Life & Health Insurance Benefits $2,791 $2,921 $2,992 $2,893 $2,556 $2,264 $1,999 $1,779 $1,587 $1,417 $1,268 $1,136 Annuities Surrenders and Scheduled Benefits $2,493 $2,974 $2,034 $1,157 $811 $553 $363 $226 $131 $68 $29 $6 Reserve Adjustments $1,107 $186 $303 ($914) ($710) ($564) ($465) ($367) ($301) ($249) ($209) ($177) Allowance for Defaulted Finance Receivables $129 $354 $501 $628 $621 $561 $528 $506 $493 $471 $444 $421 S.G.&A. and 0ther $2,417 $2,582 $2,428 $1,832 $1,600 $1,417 $1,264 $1,144 $1,055 $977 $921 $875 Profit Before Taxes $351 $163 $260 $1,667 $1,703 $1,573 $1,515 $1,401 $1,295 $1,204 $1,126 $1,055 Tax Expense (Benefit) $33 $37 $99 $541 $695 $623 $605 $560 $522 $486 $456 $428 Net Operating Income $380 $132 $160 $1,233 $1,033 $950 $910 $840 $773 $718 $671 $627 Net Securitization and Capital Gains (Losses) $122 ($739) ($594) ($107) ($25) $0 $0 $0 $0 $0 $0 $0 Net Income (Losses) $440 ($612) ($434) $1,126 $1,008 $950 $910 $840 $773 $718 $671 $627 FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Consolidated Balance Sheet before G.A.A,P, Adjustments Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Insurance Invested Assets $27,085 $26,063 $26,540 $26,143 $25,312 $24,264 $23,173 $22,177 $21,262 $20,424 $19,640 $18,909 Conseco Finance receivables $11,026 $17,955 $18,784 $14,564 $13,910 $13,300 $12,730 $12,197 $11,697 $11,227 $10,784 $10,367 Other Assets $1,375 $1,192 $2,369 $2,985 $3,931 $4,307 $4,665 $5,010 $5,376 $5,721 $6,151 $6,496 Total Assets $42,213 $47,434 $49,538 $43,691 $43,153 $41,871 $40,568 $39,384 $38,335 $37,372 $36,575 $35,772 Life, Health and Annuity & Deposit Reserves $23,385 $23,104 $23,392 $22,478 $21,701 $21,070 $20,539 $20,105 $19,736 $19,420 $19,144 $18,901 Conseco Finance asset-backed Debt $10,194 $18,364 $19,149 $14,103 $13,469 $12,879 $12,327 $11,810 $11,326 $10,871 $10,443 $10,039 Insurance Repo Agreements and Other Liabilities $3,783 $2,446 $3,523 $2,984 $2,917 $2,616 $2,431 $2,280 $2,197 $2,151 $2,148 $2,160 Stand-alone Operating Company Net Worth $4,834 $3,629 $3,456 $4,127 $4,393 $4,582 $4,607 $4,525 $4,393 $4,194 $4,032 $3,865 Stand-alone Net Worth Ratio 11.6% 7.8% 7.1% 9.7% 10.6% 11.3% 11.7% 11.8% 11.8% 11.5% 11.3% 11.1% Net Worth Ratio, adjusted for secured finance receivables 13.4% 14.5% 15.5% 15.9% 16.0% 15.8% 15.4% 15.1% 14.7% Revenue Growth -1.1% -7.2% -14.7% -9.4% -11.8% -10.3% -9.9% -9.2% -8.7% -7.9% -7.4% Pre-tax Profit Margin 3.8% 1.8% 3.0% 22.9% 25.9% 27.1% 29.1% 29.9% 30.4% 31.0% 31.5% 31.8% Return on Net Worth 9.1% -16.9% -12.5% 27.3% 22.9% 20.7% 19.8% 18.6% 17.6% 17.1% 16.6% 16.2% INSURANCE SEGMENT AT A Glance FYE 12/99 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Consolidated Statutory Balance Sheet (USDm) Actual Actual Pro-forma Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Forecast Renewed Premiums $5,256 $4,805 $4,804 $4,409 $3,713 $3,161 $2,704 $2,343 $2,046 $1,799 $1,592 $1,415 New Life Insurance Sales, in premiums $368 $534 $394 $0 $0 $0 $0 $0 $0 $0 $0 $0 New Annuity Sales, in deposits received $843 $987 $520 $0 $0 $0 $0 $0 $0 $0 $0 $0 Total revenues $8,609 $8,033 $7,334 $6,155 $5,447 $4,858 $4,349 $3,931 $3,578 $3,281 $3,029 $2,811 S.G.&A. $1,720 $1,811 $1,781 $1,230 $1,073 $950 $849 $772 $720 $677 $647 $623 Pre-tax Profit $498 $140 $224 $1,789 $1,717 $1,654 $1,603 $1,521 $1,442 $1,369 $1,294 $1,223 Net Income $392 -$69 -$14 $1,268 $1,033 $1,000 $965 $915 $864 $820 $774 $732 Assets $27,669 $26,309 $27,659 $26,452 $26,688 $26,128 $25,499 $24,947 $24,489 $24,083 $23,810 $23,501 Statutory Surplus (excludes CFC capital) $2,010 $1,886 $1,480 $2,356 $2,698 $2,978 $3,093 $3,114 $3,098 $3,020 $2,979 $2,928
  • 7. Attachment III; 28-Feb-02 NOTE on Methodology. I have reviewed the statutory statements of the Conseco life insurers (i.e., fifteen companies) and modelled the performance of Conseco Finance Corp. (“CFC”). I conducted a series of four projections: two extending current / actual performance ratioes indefinitely and two others placing the business into run-off immediately; these scenarioes are further differentiated by including CNC Finance in two of the projections and excluding finance results in the other two. There are some implicit assumptions underlying the four scenarioes.  Conseco’s performance during every period in the future will deviate from current results.  If management decides to liquidate any part of Conseco’s life operations, it will liquidate them all through a run-off of the current books of business and that attrition starts immediately.  That creditors will let Conseco term out debt whenever it wants to do so.  That Conseco’s Best’s rating remains at “A1” at least when it remains a going concern.  There will be no adverse selection of the life / health book.  Conseco will be unable to release discretionary health reserves when it wants to.  None of the sales proceeds have been realized by the company.  The yield curve will remain perfectly flat at all times.  There will be no acceleration of annuity surrenders or lapses no matter what the publicity.  There will be no inflation of expenses, commission rates, premiums or claims-payments  There will be no regulatory interference when Conseco seeks to upstream dividends from the life companies or from Conseco Finance.  That Conseco will not seek to spin-off Conseco Finance.  That there is no mis-estimation of recovery values on mobile homes and other assets financed by Conseco Finance.  That Conseco Finance will have indefinite access to the A.B.S. market. Obviously, some or even many of these assumption will not manifest themselves over the next decade. Nevertheless, the uncertainty imposed by not knowing the future does not preclude the forecasts from accurately assessing the company’s prospects in the years ahead. These several assumptions yield the following parameters in the scenarioes. Ongoing Ongoing Run-off Run-off with CFC without CFC with CFC without CFC Holding Co. Debt Rate2 7.8% 7.8% 7.8% 7.9% % of debt o/s in 20103 37% 41% Paid in 2008 Paid in 2008 % debt + Trust Pfd o/s in 2010 50% 53% 8.2% 10.0% Revenue Growth -5.58% -0.57% -9.66% -9.93% Lapse Rate 10.9% 10.9% 10.9% 10.9% Invt Yield 6.9% 6.9% 7.1% 7.1% Insurance Equity Ratio 6.1% 6.1% 11.8% 11.8% GAAP Net Worth Ratio 7.2% 8.2% 10.8% 14.1% On the following pages of this attachment are the templates used to extrapolate the future performance of the life companies as well as that of Conseco Finance. 2 includes rate on trust preferred stock; S&P declared that it would view deferred payments on trust preferred as equivalent to defaults on corporate debt. 3 includes trust preferred
  • 8. Attachment III; 28-Feb-02 Conseco computational worksheet; blue cells are inputs without reference to statutories; and, red cells are manually input based on calculations from Blue-book Actual Pro-forma Projected Conseco life & Health Subsidiary FYE 12/2000 2001 2002 Life & Health Premiums : Previous Year $0 $0 $0 Annuity Deposits: Previous Year $0 $0 $0 Life & Health Lapse Rate 0.0% 0.0% 0.0% Annuity Lapse Rate 0.0% 0.0% 0.0% Macro-modifier of Lapse Rate 0.0% 0.0% 0.0% Renewal Premiums $0 $0 $0 New Life & Health Premium Growth Rate 0.0% 0.0% 0.0% New Deposit Growth Rate 0.0% 0.0% 0.0% Macro-modifier of New Business Growth Rates 0.0% 0.0% 0.0% New Life & Health Premiums $0 $0 $0 New Annuity Deposits $0 $0 $0 Investment Income #DIV/0! #DIV/0! #DIV/0! Other Revenues $0 $0 $0 Total Revenues #DIV/0! #DIV/0! #DIV/0! Loss Ratio #DIV/0! #DIV/0! #DIV/0! Mortality Ratio & Morbidity Ratio #DIV/0! #DIV/0! #DIV/0! Mortality/Morbidity Adverse Selection Modifier 0.0% 0.0% 0.0% Surrender Rates on Annuities & Deposits 0.0% 0.0% 0.0% Benefit Payments $0 $0 $0 Surrenders $0 $0 $0 Reserve Changes, including Separate Accounts $0 $0 $0 Commission Rate for New Business 0.0% 0.0% 0.0% Intermediation Fees for New Annuities 0.0% 0.0% 0.0% Renewal Commission Rates for Renewing Business 0.0% 0.0% 0.0% Inflation modifier 0.0% 0.0% 0.0% Commissions: Life & Health #DIV/0! #DIV/0! #DIV/0! Commissions: Annuities $0 $0 $0 General Expenses #DIV/0! #DIV/0! #DIV/0! Other expenses $0 $0 $0 Pre-tax Income #DIV/0! #DIV/0! #DIV/0! Taxes #DIV/0! #DIV/0! #DIV/0! Realized Net Capital Gains or (Losses) $0 $0 $0 Net Income #DIV/0! #DIV/0! #DIV/0! Eligible Dividend Regulation: if the higher of income or 10% of surplus, enter "0" to the left; if the lower, enter "1"; and, if uncertain, enter "0" FYE 12/99 FYE 12/2000 2001 2002 Invested Assets $0 #DIV/0! #DIV/0! #DIV/0! Affiliated Earning Investments $0 $0 $0 $0 Other Assets $0 #DIV/0! #DIV/0! #DIV/0! Total Assets $0 #DIV/0! #DIV/0! #DIV/0! Reserves $0 $0 $0 $0 Other Liabilities $0 #DIV/0! #DIV/0! #DIV/0! Surplus $0 #DIV/0! #DIV/0! #DIV/0! (includes asset valuation / interest maintenance reserves) Reference: Affiliated stocks, already deducted Eligible Dividends; raw calculation $0 #DIV/0! #DIV/0! #DIV/0! Eligible Dividends: availability $0 #DIV/0! #DIV/0! #DIV/0! Contributions to surplus $0 $0 $0 $0
  • 9. Attachment III; 28-Feb-02 Actual Pro-forma Forecast Conseco Finance Company FYE 12/2000 2001 2002 Interest Rate Earned on Assets 0% 0% 0% Interest Expense on Assets 0% 0% 0% Macro-adjustment: change in spreads (in b.p.s) 0.00 0.00 Core Commercial Managed receivables in run-off $0 $0 $0 Owned receivables $0 $0 $0 Growth Rate 0% 0% 0% Loss Rate 0% 0% 0% Non-performing Rate 0% 0% 0% Macro-adjustment; degree of deterioration 0.00% 0.00% Performing Earning Assets $0 $0 $0 Run-off of Commercial Managed Receivables $0 $0 $0 Owned receivables $0 $0 $0 Growth Rate 0% 0% 0% Loss Rate 0% 0% 0% Non-performing Rate 0% 0% 0% Macro-adjustment; degree of deterioration 0.00% 0.00% Performing Earning Assets $0 $0 $0 Origination & Other Transaction Fees 0% 0% 0% Asset Management Fees 0% 0% 0% Macro-adjustment for Structured Finance Competition (in basis points) 0.00% 0.00% Funds for Financing Assets $0 $0 $0 Funds Managed for Third Parties $0 $0 $0 REVENUES Gross Interest Income $0 $0 $0 Cost of Funds $0 $0 $0 Origination and other fees $0 $0 $0 TOTAL Net FINANCIAL REVENUES $0 $0 $0 SG&A $0 $0 $0 Macro-adjustment for Inflation; degree of acceleration 0.00% 0.00% Provision for Loan Losses $0 $0 $0 Profit Before Taxes $0 $0 $0 Income Taxes $0 $0 $0 0.0% 0.0% 0.0% After-tax Securtization Gains; net of one-time charges $0 $0 $0 Net Income $0 $0 $0 Dividend Pay-out % (% of previous year income) 0.00% 0.00% Operating cash flow $0 $0 $0 BALANCE SHEET FYE 12/2000 2001 2002 Finance Receivables $0 $0 $0 I/0 Securities from Securitization; svcg rights $0 $0 $0 Intangibles (Recbles from CNC; goodwill; svc rites) $0 $0 $0 Cash held as excess collateral for securitizations $0 $0 $0 Other Assets $0 $0 $0 Total Assets $0 $0 $0 NOTE: Receivables Pledged as collateral $0 $0 $0 Receivables Sold in to off-balance sheet secured debt $0 $0 $0 LIABILITIES & EQUITY Financing Debt $0 $0 $0 Other Liabilities $0 $0 $0 Equity $0 $0 $0