UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): February 22, 2008
CONSECO, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-31792 75-3108137
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
organization)
11825 North Pennsylvania Street
Carmel, Indiana 46032
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(Address of principal executive offices) (Zip Code)
(317) 817-6100
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(Registrant's telephone number, including area code)
Not Applicable
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(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On February 25, 2008, Conseco, Inc. (the "Company") issued a press release
containing, among other things, certain financial information. A copy of the
Company's press release is filed as Exhibit 99.1 to this Current Report on Form
8-K.
Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On February 22, 2008, the Company concluded that it will restate its
financial statements for the years ended December 31, 2006 and 2005, along with
affected Selected Consolidated Financial Data for 2004 and 2003, and quarterly
financial information for 2006 and the first three quarters of 2007. Therefore,
the previously issued financial statements of the Company for those periods
should no longer be relied upon. Such conclusion was based on the significance
of errors identified in the fourth quarter of 2007 during the remediation of the
material weakness in internal controls disclosed in our 2006 Form 10-K and
subsequent quarterly filings with the Securities and Exchange Commission. The
Company will also correct previously identified immaterial errors, which had
been recognized through cumulative adjustments to previously issued financial
statements.
The most significant errors relate to adjustments to insurance policy
benefits and the liabilities for insurance products in the specified disease and
life blocks of business in the Conseco Insurance Group segment and in the
long-term care block of business in the Other Business in Run-off segment. The
adjustments were discovered through procedures we performed to remediate our
material control weakness. We reviewed certain actuarial valuation processes for
approximately 2,400 types of policy forms, encompassing insurance products that
accounted for more than 80 percent of the total liabilities for the business
subject to the remediation review procedures.
The Company's management and its Audit Committee have discussed the
decision to restate its financial statements with its independent registered
public accounting firm, PricewaterhouseCoopers LLP.
The Company's press release regarding the restatement and other matters
issued on February 25, 2008, is filed as Exhibit 99.1 to this Current Report on
Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release of Conseco, Inc. issued February 25, 2008.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
CONSECO, INC.
February 25, 2008
By: /s/ John R. Kline
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John R. Kline
Senior Vice President and
Chief Accounting Officer