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Conseco Declines Proposal from Steel Partners II, L.P.; Proposal Would Reduce Conseco's Financial Flexibility and Potentially Disadvantage Other Shareholders
Date:5/29/2008

substantially limits a corporation's ability to utilize its tax loss carry-forwards if the corporation undergoes an "ownership change" as defined by Section 382. The determination of whether a corporation has undergone an ownership change is highly complex, but, in general, increases in ownership by those individuals or institutions owning 5% or more (by value) of the corporation's stock (whether through share repurchases or issuances by the corporation) that aggregate to over 50% during any three year period (the "Section 382 Limit") result in an ownership change and, therefore, potentially severely restricts the corporation's ability to utilize its tax loss carry-forwards.

A substantial increase in holdings by one shareholder already owning more than 5%, such as Steel Partners, may therefore limit future actions by the Company or by its other significant shareholders. Should the Section 382 Limit be approached the Company would be forced to restrict its share repurchases for up to three years, including any repurchases that might otherwise have resulted from the Company's previously announced authorized share repurchase program, its on-going strategic review or otherwise. The Company also would be unable to consider any action involving a new issuance of shares to any shareholder who owns 5% or more (by value). Further, should the Section 382 Limit be approached, the Company might be obliged to seek to limit the ownership positions of all current and prospective shareholders to a level below 5% (or equal to their existing positions, if already above 5%) in the interests of maintaining the value of the Company's valuable tax assets on behalf of all shareholders. The complexity of the Section 382 calculation, and uncertainty about events that would affect the calculation over three years into the future, suggests that the Company should be prudent in maintaining a substantial margin in its Section 382 calculation in order to maintain the value of its tax los
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SOURCE Conseco, Inc.
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