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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K

         [ ] 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: 1-08916

                              CONSECO FINANCE CORP.

                    Delaware                            No. 41-1807858
            ----------------------              -------------------------------
            State of Incorporation               IRS Employer Identification No.

              1100 Landmark Towers
        Saint Paul, Minnesota 55102-1639                 (651) 293-3400
     ----------------------------------------            --------------
     Address of principal executive offices                 Telephone


           Securities registered pursuant to Section 12(b) of the Act:


                                                      Name of each exchange
             Title of each class                       on which registered
             -------------------                       -------------------
    10-1/4% Senior Subordinated Notes due 2002     New York Stock Exchange, Inc.

        Securities registered pursuant to Section 12(g) of the Act: None

     The Registrant meets the conditions set forth in the General Instructions
(I)(1)(a) and (b) on Form 10-K and is therefore filing this form with the
reduced disclosure.

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days: Yes [ X ] No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
     Aggregate market value of common stock held by nonaffiliates: Effective
July 1, 1998, the Company's common stock is no longer traded on an established
public trading market.

     Shares of common stock outstanding as of March 28, 2001: 103

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<PAGE>


                                     PART I

ITEM 1. BUSINESS OF CONSECO FINANCE

       The Registrant meets the conditions set forth in the General Instructions
(I) (1) (a) and (b) of Form 10-K and is therefore omitting the information
otherwise required by Item 1, except for a brief description of the business
done by the Registrant and its subsidiaries during the most recent fiscal year.

       Conseco Finance Corp. ("Conseco Finance", formerly Green Tree Financial
Corporation prior to its name change in November 1999) is a financial services
holding company which originates, securitizes and services manufactured housing,
home equity, retail credit and floorplan loans throughout the United States. As
used in this report, the terms "we," "Conseco Finance" or the "Company" refer to
Conseco Finance Corp. and its consolidated subsidiaries. Conseco Finance became
a wholly owned subsidiary of Conseco, Inc. ("Conseco"), a financial services
holding company, on June 30, 1998, as a result of Conseco's acquisition (the
"Merger") of Conseco Finance.

       During 2000, Conseco announced several courses of action with respect to
the Company, including: (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. 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 our operations;

     (ii)   We completed the sales of: (a) our bankcard business; and (b)
            certain asset-based and transportation loans (see the note entitled
            "Special Charges");

     (iii)  We have completed various financing transactions which allow better
            use of existing assets to generate cash;

     (iv)   We amended an agreement with Lehman Brothers Holdings Inc.
            (collectively with its direct and indirect subsidiaries "Lehman")
            which significantly reduced the restrictions on intercompany
            payments to Conseco as required by the previous agreement (see note
            4 entitled "Notes Payable"); and

     (v)    On January 31, 2001, we completed the sale of our vendor leasing
            business, generating cash proceeds of approximately $180 million.

       The Company was originally incorporated under the laws of the State of
Minnesota in 1975. In 1995, the Company reincorporated under the laws of the
State of Delaware. The Company's principal executive offices are located at 1100
Landmark Towers, 345 Saint Peter Street, Saint Paul, Minnesota 55102-1639, and
our telephone number is (651) 293-3400.

       MARKETING AND DISTRIBUTION

       Conseco Finance, 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 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.


                                        2

<PAGE>



       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.

       Our products include the following product lines:

       Manufactured Housing. We 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 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

                                        3

<PAGE>



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.

       ITEM 2. PROPERTIES.

       The Company's 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

                                        4

<PAGE>



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.

       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 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.

       The Registrant meets the conditions set forth in the General Instructions
(I)(1)(a) and (b) of Form 10-K and is therefore omitting the information
otherwise required by Item 4.



                                        5

<PAGE>



                                     PART II

       ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
               MATTERS.

       Effective July 1, 1998, the Company became a wholly owned subsidiary of
Conseco and its common stock is no longer traded on an established public
trading market.

       ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA.

       The Registrant meets the conditions set forth in the General Instructions
(I)(1)(a) and (b) of Form 10-K and is therefore omitting the information
otherwise required by Item 6.

       ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS.

       The Registrant meets the conditions set forth in the General Instructions
(I) (1) (a) and (b) of Form 10-K and is therefore omitting the information
otherwise required by Item 7, except for management's narrative analysis of the
results of operations explaining the reasons for material changes in the amount
of revenue and expense items between 2000, 1999 and 1998.

       In this section, we review the consolidated results of operations of
Conseco Finance for the three years ended December 31, 2000, and where
appropriate, provide explanations for material changes in the amount of revenue
and expense items during such periods. Please read this discussion in
conjunction with the accompanying consolidated financial statements and notes.

       All statements, trend analyses and other information contained in this
report and elsewhere (such as in filings by the Company with the Securities and
Exchange Commission, press releases, presentations by the Company or its
management or oral statements) relative to markets for the Company's products
and trends in the Company's operations or financial results, as well as other
statements including words such as "anticipate," "believe," "plan," "estimate,"
"expect," "intend," "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 and stock and credit
market performance, which may affect (among other things) the Company's ability
to sell its products, its ability to make loans and access capital resources and
the costs associated therewith, the market value of the Company's investments
and the level of defaults and prepayments of loans made by the Company; (ii) the
Company's ability to achieve anticipated synergies and levels of operational
efficiencies; (iii) customer response to new products, distribution channels and
marketing initiatives; (iv) performance of our investments; (v) changes in the
Federal income tax laws and regulations which may affect the relative tax
advantages of some of the Company's products; (vi) increasing competition in the
finance business; (vii) regulatory changes or actions, including those relating
to regulation of financial services; (viii) the outcome of the Company's efforts
to sell assets and reduce, refinance or modify indebtedness and the availability
and cost of capital in connection with this process; (ix) actions by rating
agencies and the effects of past or future actions by these agencies on the
Company's business; and (x) the risk factors or uncertainties listed from time
to time in the filings of the Company or its parent, Conseco, Inc., with the
Securities and Exchange Commission.



                                        6

<PAGE>



       Results of operations for the three years ended December 31, 2000:

       The following tables and narratives summarize the results of our
operations.
<TABLE>
<CAPTION>

                                                                                      2000         1999          1998
                                                                                      ----         ----          ----
                                                                                             (Dollars in millions)
<S>                                                                                  <C>          <C>          <C>
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.................................................. $ 1,945.0    $   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.....................................................     385.7        372.7        260.4
                                                                                     ----------   ---------    ---------

     Total revenues.................................................................    2,444.8     1,755.5      1,433.8
                                                                                     ----------   ---------    ---------

Expenses:
   Provision for losses.............................................................     354.2        128.7         44.2
   Interest expense.................................................................   1,152.4        341.3        213.7
   Other operating costs and expenses...............................................     770.8        697.2        601.9
                                                                                     ----------   ---------    ---------

     Total expenses.................................................................   2,277.4      1,167.2        859.8
                                                                                     ---------    ---------    ---------

     Operating income before impairment charges,  special charges, income taxes,
       extraordinary charge and cumulative effect of
       accounting change............................................................     167.4        588.3        574.0

Impairment charges..................................................................     515.7        554.3        549.4
Special charges.....................................................................     394.3           -         108.0
                                                                                     ----------   -----------  ----------

     Income (loss) before income taxes, extraordinary charge and
       cumulative effect of accounting change....................................... $  (742.6)   $    34.0    $   (83.4)
                                                                                     =========    =========    =========
</TABLE>




                                        7

<PAGE>



       General: We 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. The Company 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, Conseco announced several courses of action with respect to
the Company, 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 Company 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:
<TABLE>
<CAPTION>

                                                                              December 31,
                                                                         ---------------------
                                                                         2000             1999
                                                                         ----             ----
                                                                         (Dollars in millions)
<S>                                                                     <C>              <C>
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
                                                                        =========        =========


                                        8
<PAGE>


<FN>
-------------------
(1)  Represents closed-ended sales contracts originated through dealers. The
     Company continues to originate revolving credit agreements through many of
     the same dealers.
</FN>
</TABLE>

       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:
<TABLE>
<CAPTION>

                                                                              December 31,
                                                                         ---------------------
                                                                         2000             1999
                                                                         ----             ----
                                                                         (Dollars in millions)

<S>                                                                     <C>              <C>
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
                                                                        =========        =========
</TABLE>

       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 201 percent, to $1,945.0
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 financing 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

                                        9

<PAGE>



expected to be received from the security has changed adversely from the
previous valuation which determined the carrying value of the security.

       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 increased by 3.5 percent, to $385.7
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 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.

       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 11 percent, to $770.8 million, in
2000 and by 16 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 previously announced restructuring of the Company.
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

                                       10

<PAGE>



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 component
of shareholder's 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 service 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 6 to the accompanying
consolidated financial statements. Special charges of $108.0 million were
recognized in 1998 and include: $5.0 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.



                                       11

<PAGE>



   ITEM 8.  CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.


                   Index to Consolidated Financial Statements

<TABLE>
<CAPTION>


                                                                                                                     Page
                                                                                                                     ----
<S>                                                                                                                   <C>
Reports of Independent Accountants.....................................................................................13

Consolidated Balance Sheet at December 31, 2000 and 1999...............................................................14

Consolidated Statement of Operations for the years ended
    December 31, 2000, 1999 and 1998...................................................................................15

Consolidated Statement of Shareholder's Equity
    for the years ended December 31, 2000, 1999 and 1998...............................................................16

Consolidated Statement of Cash Flows for the years ended
    December 31, 2000, 1999 and 1998...................................................................................18

Notes to Consolidated Financial Statements.............................................................................19


</TABLE>































                                       12

<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS





To the Board of Directors
  and Shareholder of
  Conseco Finance Corp.

       In our opinion, the accompanying consolidated balance sheet and the
related consolidated statements of operations, shareholder's equity and cash
flows present fairly, in all material respects, the financial position of
Conseco Finance Corp. (formerly Green Tree Financial Corporation prior to its
name change in November 1999) 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


Minneapolis, Minnesota
March 26, 2001


                                       13

<PAGE>

<TABLE>
<CAPTION>

                     CONSECO FINANCE CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                           December 31, 2000 and 1999
                              (Dollars in millions)

                                     ASSETS

                                                                                            2000             1999
                                                                                            ----             ----
<S>                                                                                      <C>               <C>
Actively managed fixed maturities at fair value (amortized cost: 2000 - $716.8;
    1999 - $712.6)...................................................................... $   494.6         $   694.3
Interest-only securities at fair value (amortized cost: 2000 - $431.2; 1999 - $916.2)...     432.9             905.0
Cash and cash equivalents...............................................................     665.5             533.4
Cash held in segregated accounts for investors in securitizations.......................     551.3             849.7
Cash held in segregated accounts related to servicing agreements and
    securitization transactions.........................................................     866.7             270.6
Fixed maturities due from subsidiaries of Conseco, Inc..................................       -               104.6
Finance receivables.....................................................................   3,865.0           4,978.5
Finance receivables - securitized.......................................................  12,622.8           4,730.5
Receivables due from Conseco, Inc.......................................................     331.3             435.1
Servicing rights........................................................................      14.8             111.9
Income tax assets.......................................................................     208.6               -
Goodwill................................................................................      28.8              50.2
Other assets............................................................................     737.1             790.9
                                                                                         ----------        ---------

          Total assets.................................................................. $20,819.4         $14,454.7
                                                                                         =========          ========

                      LIABILITIES AND SHAREHOLDER'S EQUITY

Liabilities:
   Investor payables.................................................................... $   551.3         $   853.0
   Liabilities related to certificates of deposit.......................................   1,873.3             870.5
   Other liabilities....................................................................     583.7             743.5
   Income tax liabilities...............................................................       -               230.4
   Notes payable:
     Related to securitized finance receivables structured as collateralized borrowings.  12,100.6           4,641.8
     Master repurchase agreements.......................................................   1,802.4           1,620.9
     Credit facility collateralized by retained interests in securitizations............     590.0             499.0
     Due to Conseco, Inc................................................................     786.7           2,116.7
     Other borrowings...................................................................     442.2             443.9
                                                                                         ----------        ---------

          Total liabilities.............................................................  18,730.2          12,019.7
                                                                                         ---------         ---------

Shareholder's equity:
   Preferred stock......................................................................     750.0               -
   Common stock and additional paid-in capital..........................................   1,209.4           1,641.0
   Accumulated other comprehensive loss (net of applicable deferred income tax
     benefit: 2000 - $81.6; 1999 - $11.0)...............................................    (139.1)            (18.8)
   Retained earnings....................................................................     268.9             812.8
                                                                                         ----------        ---------

          Total shareholder's equity....................................................   2,089.2           2,435.0
                                                                                         ---------         ---------

          Total liabilities and shareholder's equity.................................... $20,819.4         $14,454.7
                                                                                         =========         =========

</TABLE>





                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       14

<PAGE>

<TABLE>
<CAPTION>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF OPERATIONS
              for the years ended December 31, 2000, 1999 and 1998
                              (Dollars in millions)


                                                                           2000              1999             1998
                                                                           ----              ----             ----
<S>                                                                      <C>              <C>               <C>
Revenues:
   Net investment income:
     Finance receivables and other.....................................  $1,945.0         $  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              -                 -
   Servicing income....................................................     108.2            165.3             140.0
   Fee revenue and other income........................................     277.5            207.4             120.4
                                                                         --------         --------          --------

       Total revenues..................................................   2,444.8          1,755.5           1,433.8
                                                                         --------         --------          --------

Expenses:
   Provision for losses................................................     354.2            128.7              44.2
   Interest expense....................................................   1,152.4            341.3             213.7
   Other operating costs and expenses..................................     770.8            697.2             601.9
   Impairment charges..................................................     515.7            554.3             549.4
   Special charges.....................................................     394.3              -               108.0
                                                                         --------         --------          --------

     Total expenses....................................................   3,187.4          1,721.5           1,517.2
                                                                         --------         --------          --------

     Income (loss) before income taxes, extraordinary charge
       and cumulative effect of accounting change......................    (742.6)            34.0             (83.4)

Income tax benefit.....................................................    (262.8)           (16.4)             (7.6)
                                                                         --------         --------          --------

     Income (loss) before extraordinary charge and cumulative
       effect of accounting change ....................................    (479.8)            50.4             (75.8)

Extraordinary charge on extinguishment of debt, net of taxes...........       -                2.5              11.5
Cumulative effect of accounting change, net of taxes...................      45.5              -                 -
                                                                         --------         --------          --------

     Net income (loss).................................................    (525.3)            47.9             (87.3)

Preferred stock dividends..............................................      18.6              -                 -
                                                                         --------         --------          --------

     Net income (loss) applicable to common stock......................  $ (543.9)        $   47.9          $  (87.3)
                                                                         ========         ========          ========

</TABLE>










                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       15

<PAGE>


<TABLE>
<CAPTION>

                     CONSECO FINANCE CORP. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF SHAREHOLDER'S EQUITY
              for the years ended December 31, 2000, 1999 and 1998
                              (Dollars in millions)

                                                                                   Common stock     Accumulated other
                                                                                  and additional      comprehensive   Retained
                                                                         Total    paid-in capital     income (loss)   earnings
                                                                         -----    ---------------     -------------   --------

<S>                                                                    <C>           <C>                 <C>          <C>
Balance, January 1, 1998...........................................    $1,332.1      $  237.8            $ 18.6       $1,075.7

Comprehensive loss, net of tax:
   Net loss........................................................       (87.3)          -                 -            (87.3)
   Change in minimum pension liability adjustment (net of
     applicable income tax benefit of $.8 million).................        (1.2)          -                (1.2)           -
   Change in unrealized appreciation (depreciation)
     of actively managed fixed maturity investments and
     interest-only securities (net of applicable income tax
     benefit of $16.7).............................................       (28.4)          -               (28.4)           -
                                                                       --------

         Total comprehensive loss..................................      (116.9)

   Capital contribution from parent................................     1,100.0       1,100.0               -              -
   Issuance of shares for stock options............................         1.7           1.7               -              -
   Tax benefit related to issuance of shares under
     stock option plans............................................        14.5          14.5               -              -
   Issuance of warrants in conjunction with
     financing transaction.........................................         7.7           7.7               -              -
   Shares returned by former executive due to recomputation
     of bonus......................................................       (23.4)        (23.4)              -              -
   Dividends on common stock.......................................       (23.5)          -                 -            (23.5)
                                                                       --------      --------            ------       --------

Balance, December 31, 1998.........................................     2,292.2       1,338.3             (11.0)         964.9



                          (continued on following page)






















                   The accompanying notes are an integral part
                 part of the consolidated financial statements.

                                       16

<PAGE>



                     CONSECO FINANCE CORP. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENT OF SHAREHOLDER'S 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
                                                          -----        -----    ---------------     -------------     --------

<S>                                                    <C>            <C>            <C>                <C>            <C>
Balance, December 31, 1998 (carried forward
   from prior page)..............................      $2,292.2          -           $1,338.3             (11.0)       $ 964.9

Comprehensive income (loss), net of tax:
   Net income....................................          47.9          -                -                 -             47.9
   Change in minimum pension liability
     adjustment (net of applicable income
     tax expense of $2.6 million)................           4.2          -                -                 4.2            -
   Change in unrealized appreciation
     (depreciation) of actively managed
     fixed maturity investments and interest-
     only securities (net of applicable
     income tax benefit of $7.6).................         (12.0)         -                -               (12.0)           -
                                                       --------

         Total comprehensive income..............          40.1          -

   Issuance of common stock......................         299.4          -              299.4               -              -
   Tax benefit related to issuance of shares
     under stock option plans....................           3.3          -                3.3                              -
   Dividends on common stock.....................        (200.0)         -                -                 -           (200.0)
                                                       --------       ------         --------           -------        -------

Balance, December 31, 1999.......................       2,435.0          -            1,641.0             (18.8)         812.8

   Comprehensive loss, net of tax:
     Net loss....................................        (525.3)         -                -                 -           (525.3)
     Change in unrealized appreciation
       (depreciation) of actively managed
       fixed maturity investments and interest-
       only securities (net of applicable income
       tax expense of $70.6 million).............        (120.3)         -                -              (120.3)           -
                                                       --------

         Total comprehensive loss................        (645.6)         -

   Issuance of preferred stock...................         750.0        750.0              -                 -              -
   Repurchase of shares of common stock..........        (126.0)         -             (126.0)              -              -
   Return of capital.............................        (306.3)         -             (306.3)              -              -
   Dividends on preferred stock..................         (18.6)         -                -                 -            (18.6)
   Other.........................................            .7          -                 .7               -              -
                                                       --------       ------         --------           -------        -------

Balance, December 31, 2000.......................      $2,089.2       $750.0         $1.209.4           $(139.1)       $ 268.9
                                                       ========       ======         ========           =======        =======
</TABLE>






                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       17

<PAGE>

<TABLE>
<CAPTION>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS
              for the years ended December 31, 2000, 1999 and 1998
                              (Dollars in millions)

                                                                                            2000         1999         1998
                                                                                            ----         ----         ----
<S>                                                                                     <C>          <C>           <C>
Cash flows from operating activities:
   Net investment income............................................................... $  2,035.4   $  1,009.0    $    640.3
   Points and origination fees.........................................................        -          390.0         298.3
   Fee revenue and other income........................................................      401.3        383.1         280.3
   Interest expense....................................................................   (1,038.7)      (293.5)       (194.2)
   Special charges.....................................................................      (44.8)       (20.9)        (48.5)
   Other operating costs...............................................................     (797.8)      (655.7)       (598.0)
   Taxes...............................................................................      (72.8)      (188.0)        (29.0)
                                                                                        ------------ ----------    -----------

     Net cash provided by operating activities.........................................       482.6       624.0         349.2
                                                                                        -----------  -----------   ----------

Cash flows from investing activities:
   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      7,487.2       6,065.9
   Finance receivables originated......................................................  (18,515.9)   (24,650.5)    (21,261.6)
   Other...............................................................................     (262.3)      (120.0)        (78.2)
                                                                                        -----------  -----------   -----------

     Net cash used by investing activities ............................................   (7,786.9)    (7,766.7)     (1,970.3)
                                                                                        ----------   ----------    ----------

Cash flows from financing activities:
   Cash contributed by parent resulting from asset transfer............................        -           18.2           -
   Capital contribution from parent....................................................        -            -         1,100.0
   Issuance of shares related to stock options.........................................        -            -             1.7
   Issuance of liabilities related to deposit products.................................    2,168.8      1,128.8           -
   Payments on liabilities related to deposit products.................................   (1,166.0)      (288.3)          -
   Issuance of notes payable and commercial paper......................................   20,452.1     22,220.3      12,563.9
   Payments on notes payable and commercial paper......................................  (13,202.8)   (15,321.3)    (11,990.0)
   Change in cash held in restricted accounts for settlement of collateralized
     borrowings........................................................................     (689.7)       (76.8)          -
   Repurchase of shares of common stock................................................     (126.0)         -             -
   Common stock dividends paid ........................................................        -         (200.0)        (23.5)
                                                                                        -----------  -----------   -----------

     Net cash provided by financing activities.........................................     7,436.4     7,480.9       1,652.1
                                                                                        -----------  -----------   ----------

     Net increase in cash and cash equivalents.........................................      132.1        338.2          31.0

Cash and cash equivalents, beginning of year...........................................       533.4       195.2         164.2
                                                                                        -----------  -----------   ----------

Cash and cash equivalents, end of year................................................. $     665.5  $    533.4    $    195.2
                                                                                        ===========  ===========   ===========

</TABLE>









                   The accompanying notes are an integral part
                    of the consolidated financial statements.

                                       18

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:

       Description of Business

       Conseco Finance Corp. ("we", "Conseco Finance", or the "Company",
formerly Green Tree Financial Corporation prior to its name change in November
1999) is a financial services holding company that originates, securitizes and
services manufactured housing, home equity, retail credit and floorplan loans.
Conseco Finance is a wholly owned subsidiary of Conseco, Inc. ("Conseco"), a
financial services holding company.

       During 2000, Conseco announced several courses of action with respect to
the Company, including: (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. 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 our operations;

       (ii)  We completed the sales of: (a) our bankcard business; and (b)
             certain asset-based and transportation loans (see note 6 entitled
             "Special Charges");

       (iii) We have completed various financing transactions which allow better
             use of existing assets to generate cash;

       (iv)  We amended an agreement with Lehman Brothers Holdings Inc.
             (collectively with its direct and indirect subsidiaries "Lehman")
             which significantly reduced the restrictions on intercompany
             payments to Conseco as required by the previous agreement (see note
             4 entitled "Notes Payable"); and

       (v)   On January 31, 2001, we completed the sale of our vendor leasing
             business, generating cash proceeds of approximately $180 million.

       On June 30, 1998, we completed a merger with Conseco (the "Merger")
accounted for by Conseco as a pooling of interests. Each share of Conseco
Finance common stock was exchanged for .9165 of a share of Conseco common stock.
A total of 128.7 million shares of Conseco common stock were issued (including
5.0 million common equivalent shares issued in exchange for Conseco Finance's
outstanding options). Conseco also contributed $1.1 billion of additional
capital to Conseco Finance during 1998.

       Basis of Presentation

       The following summary explains the significant accounting policies we use
to prepare financial statements. We prepare our financial statements in
accordance with generally accepted accounting principles ("GAAP"). We follow the
accounting standards established by the Financial Accounting Standards Board,
the American Institute of Certified Public Accountants and the Securities and
Exchange Commission.

       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 1998 and 1999
consolidated financial statements and notes to conform with the 2000
presentation. These reclassifications have no effect on net income or
shareholder's equity.

       Actively Managed Fixed Maturity Securities

       We classify our investments in fixed maturity securities as actively
managed which are carried at estimated fair value. Such securities represent the
interests we retain in loan securitizations, other than interest-only securities
and servicing rights. Adjustments to carry actively managed fixed maturity
securities at fair value have no effect on our earnings unless

                                       19

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


they are other than temporary. Changes in fair value determined to be temporary
are recorded, net of tax, in shareholder's equity.

       Interest-only securities

       Interest-only securities represent the right to receive certain future
cash flows from 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 shareholder's 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 2 for additional discussion of
gain on sale of receivables and interest-only securities.

       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 their 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.




                                       20

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       We reduce the carrying value of finance receivables to net realizable
value after six months of contractual delinquency.

       Goodwill

       Goodwill is the excess of the amount we paid to acquire a company over
the fair value of its net assets. We amortize goodwill on the straight-line
basis generally over a 20-year period. At December 31, 2000 and 1999, the total
accumulated amortization of goodwill was $12.0 million and $9.4 million,
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. 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.
See note 6 regarding the reduction in goodwill related to the sale of the vendor
services financing business.

       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.

       Income Taxes

       Our income tax expense includes deferred income taxes arising from
temporary differences between the tax and financial reporting bases of assets
and liabilities. In assessing the realization of deferred income tax assets, we
consider whether it is more likely than not that the deferred income tax assets
will be realized. The ultimate realization of deferred income tax assets depends
upon generating future taxable income during the periods in which temporary
differences become deductible. If future income is not generated as expected,
deferred income tax assets may need to be written off (no such write-offs have
occurred).

       Use of Estimates

       When we prepare financial statements in conformity with GAAP, we are
required to make estimates and assumptions that significantly affect various
reported amounts of assets and liabilities, and the disclosure of contingent
assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting periods. For example, we use significant estimates
and assumptions in calculating values for the interest-only securities,
servicing rights, goodwill, liabilities for deposit products, liabilities
related to litigation, liabilities related to guarantees of securitized debt
issued in conjunction with certain sales of finance receivables, 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.

       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

                                       21

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


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.

       Fair Values of Financial Instruments

       We use the following methods and assumptions to determine the estimated
fair values of financial instruments:

       Actively managed fixed maturities. For fixed maturity 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 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 and
       interest rate assumptions that we believe market participants would use
       to value such securities.

       Cash and cash equivalents. The carrying amount for these instruments
       approximates their estimated fair 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.

       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.

       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.











                                       22

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       Here are the estimated fair values of our financial instruments:
<TABLE>
<CAPTION>

                                                                              2000                          1999
                                                                   ------------------------      -------------------------
                                                                   Carrying           Fair       Carrying         Fair
                                                                    Amount            Value       Amount          Value
                                                                    ------            -----       ------          -----
                                                                                     (Dollars in millions)
<S>                                                              <C>              <C>            <C>            <C>
Financial assets:
   Actively managed fixed maturities............................ $   494.6        $   494.6      $  694.3       $   694.3
   Interest-only securities.....................................     432.9            432.9         905.0           905.0
   Fixed maturities due from subsidiaries of Conseco............       -                -           104.6           104.6
   Cash and cash equivalents....................................     665.5            665.5         533.4           533.4
   Finance receivables (including finance
     receivables - securitized).................................  16,487.8         17,108.7       9,709.0        10,057.2

Financial liabilities:
   Liabilities related to certificates of deposit...............   1,873.3          1,873.3         870.5           870.5
   Notes payable:
     Notes payable..............................................   2,834.6          2,755.6       2,563.8         2,563.0
     Notes payable due to Conseco...............................     786.7            786.7       2,116.7         2,116.7
     Related to securitized finance receivables structured
       as collateralized borrowings.............................  12,100.6         12,323.8       4,641.8         4,636.8
</TABLE>

       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.

       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 $45.5 million (net of an income tax benefit of $24.7 million)
related to interest-only securities.

       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)).


                                       23

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       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 adopted SFAS 133 on January 1, 2001, and it does not have a significant
effect on our consolidated results of operations or financial condition.

       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. 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".



                                       24

<PAGE>


                     CONSECO FINANCE CORP. 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"):
<TABLE>
<CAPTION>
                                                                                              December 31,
                                                                                         ---------------------
                                                                                         2000             1999
                                                                                         ----             ----
                                                                                         (Dollars in millions)
<S>                                                                                    <C>                <C>
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
                                                                                       =========          ========
</TABLE>

     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:
<TABLE>
<CAPTION>
                                                                                             December 31,
                                                                                         ---------------------
                                                                                         2000             1999
                                                                                         ----             ----
                                                                                           (Dollars in millions)

<S>                                                                                    <C>               <C>
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             417.9
                                                                                      ----------         ---------

                                                                                         1,251.2           1,509.9
   Less allowance for credit losses...................................................      36.9              35.9
                                                                                      ----------        ----------

     Net other finance receivables for discontinued lines.............................   1,214.3           1,474.0
                                                                                       ---------         ---------

     Total other finance receivables..................................................  $3,865.0          $4,978.5
                                                                                        ========          ========
</TABLE>

                                       25

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       The changes in the allowance for credit losses included in finance
receivables were as follows:
<TABLE>
<CAPTION>

                                                                                   2000          1999         1998
                                                                                   ----          ----         ----
                                                                                         (Dollars in millions)

<S>                                                                               <C>            <C>          <C>
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
                                                                                  =======        ======       ======
<FN>
--------------------
(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 6); (ii) $45.9 million related to
     discontinued lines and classified as a component of "special charges" (see
     note 6); 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.)
</FN>
</TABLE>

       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)).


                                       26

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       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 changes in those assumptions are as follows:
<TABLE>
<CAPTION>

                                                            Manufactured      Home equity/       Consumer/
                                                               housing      home improvement     equipment       Total
                                                               -------      ----------------     ---------       -----
                                                                                    (Dollars in millions)
<S>                                                        <C>               <C>               <C>           <C>
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






                                       27

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------

<FN>
--------------------
(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.
</FN>
</TABLE>

       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):

<TABLE>

<S>                                                          <C>
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
</TABLE>

       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 5 for additional information
about the guarantees.

       The following table summarizes quantitative information about
delinquencies, net credit losses, and components of managed finance receivables:
<TABLE>
<CAPTION>

                                                                            Principal balance            Net Credit
                                                                             60 days or more               Losses
                                                   Principal balance            past due                   ------
                                           --------------------------------  -----------------        for the year ended
                                                             at December 31,                             December 31,
                                           --------------------------------------------------------   -----------------
                                                2000           1999           2000        1999        2000         1999
                                                ----           ----           ----        ----        ----         ----
                                                                            (Dollars in millions)
<S>                                          <C>             <C>             <C>          <C>        <C>          <C>
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        35,812.4        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       $ 9,709.0       $264.8     $  98.8      $254.4       $ 83.3
                                             =========       =========       ======     =======      ======       ======
</TABLE>

                                       28

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       Activity in the interest-only securities account during 2000, 1999 and
1998 is as follows:
<TABLE>
<CAPTION>

                                                                                  2000         1999          1998
                                                                                  ----         ----          ----
                                                                                       (Dollars in millions)

<S>                                                                             <C>            <C>          <C>
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 shareholder's equity.........      12.9            (3.0)       (43.4)
                                                                                -------        --------     --------

Balance, end of year.........................................................   $ 432.9        $  905.0     $1,305.4
                                                                                =======        ========     ========
<FN>
--------------------
(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.

       3. INCOME TAXES:
</FN>
</TABLE>

       Income tax (assets) liabilities were comprised of the following:

<TABLE>
<CAPTION>
                                                                                                    2000           1999
                                                                                                    ----           ----
                                                                                                   (Dollars in millions)
<S>                                                                                                 <C>            <C>
Deferred income tax (assets) liabilities:
    Interest-only securities.....................................................................   $ (32.2)       $282.4
    Unrealized depreciation......................................................................     (81.6)        (11.0)
    Net operating loss carryforward..............................................................      (6.3)         (6.3)
    Allowance for loan losses....................................................................    (116.6)        (33.6)
    Other........................................................................................      33.1          14.7
                                                                                                    -------       -------

          Deferred income tax liabilities........................................................    (203.6)        246.2
Current income tax (assets) liabilities..........................................................      (5.0)        (15.8)
                                                                                                    -------        ------

          Income tax (asset) liability...........................................................   $(208.6)       $230.4
                                                                                                    =======        ======
</TABLE>

       Income tax expense (benefit) was as follows:
<TABLE>
<CAPTION>

                                                                                               2000       1999       1998
                                                                                               ----       ----       ----
                                                                                                  (Dollars in millions)

<S>                                                                                          <C>        <C>         <C>
Current tax provision.....................................................................   $  60.6    $ 169.2     $ 41.4
Deferred tax provision (benefit)..........................................................    (323.4)    (185.6)     (49.0)
                                                                                             -------    -------     ------

               Income tax benefit.........................................................   $(262.8)   $ (16.4)    $ (7.6)
                                                                                             =======    =======     ======
</TABLE>


                                       29

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       The income tax benefit differed from that computed at the applicable
federal statutory rate (35 percent) for the following reasons:
<TABLE>
<CAPTION>

                                                                                                2000       1999       1998
                                                                                                ----       ----       ----
                                                                                                   (Dollars in millions)

<S>                                                                                          <C>         <C>        <C>
Tax expense (benefit) income before income taxes at statutory rate...........................$(259.9)    $ 12.0     $(29.2)
Nondeductible merger-related expense.........................................................    -          -          7.0
Other  ......................................................................................    1.6        1.2       15.6
Settlement of tax issues related to revenue recognized as gain on sale of
   finance receivables.......................................................................    -        (30.2)       -
State taxes, net.............................................................................   (4.5)        .6       (1.0)
                                                                                             --------    ------     ------

       Income tax benefit....................................................................$(262.8)    $(16.4)    $ (7.6)
                                                                                             =======     ======     ======
</TABLE>

       At December  31, 2000, a federal  income tax loss  carryforward  of $18.0
million is available for use on future tax returns and expires in 2018.

       4. NOTES PAYABLE:

       Notes Payable  (excluding  notes payable  related to securitized  finance
       receivables structured as collateralized borrowings)

       Notes payable  (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):

<TABLE>
<CAPTION>
                                                                                      2000                1999
                                                                                      ----                ----
                                                                                         (Dollars in millions)

<S>                                                                                 <C>                <C>
Note payable to Conseco (8.05%)...................................................  $  786.7           $2,116.7
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
10.25% senior subordinated notes due 2002.........................................     217.3              217.3
Medium term notes due September 2002 and April 2003 (6.52%).......................     223.7              226.7
Other.............................................................................       3.2                3.1
                                                                                    --------           --------

     Total principal amount.......................................................   3,627.8            4,683.7

Unamortized net discount and deferred fees........................................       6.5                3.2
                                                                                    --------           --------

     Total notes payable..........................................................  $3,621.3           $4,680.5
                                                                                    ========           ========
</TABLE>

       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

                                       30

<PAGE>
                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------

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 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).

       In connection with the modification of certain master repurchase
agreements and other transactions with Lehman, the Company and Conseco agreed to
the dividend and prepayment on the Conseco note described in note 5 under the
caption "Related Party Transactions."

       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 note payable to Conseco is further described in note 5 under the
caption "Related Party Transactions."

       During 1999, we repurchased $50.0 million par value of our 10.25% senior
subordinated notes due 2002 for $53.5 million. We recognized an extraordinary
charge of $2.5 million (net of a $1.5 million tax benefit) as a result of such
repurchases. At both December 31, 2000 and 1999, $23.7 million of the 10.25%
senior subordinated notes were held by Conseco.

       We substantially restructured and repaid a portion of our bank debt
during 1998. We recognized an extraordinary charge of $11.5 million (net of a
$7.1 million tax benefit) as a result of the repayment, restructuring and
cancellation of a portion of our bank debt.

       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):

<TABLE>
<CAPTION>
Maturity date
-------------
<S>                                                               <C>
2001..........................................................    $2,595.5
2002..........................................................       437.4
2003..........................................................       594.9
                                                                 ---------

        Total par value at December 31, 2000..................    $3,627.8
                                                                  ========
</TABLE>
                                       31

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       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.

       5. OTHER DISCLOSURES:

       Leases

       The Company rents office space, equipment and computer software under
noncancellable operating leases. Rental expense was $28.2 million in 2000, $21.8
million in 1999 and $16.6 million in 1998. Future required minimum rental
payments as of December 31, 2000, were as follows (dollars in millions):
<TABLE>

<S>                                                                  <C>
2001............................................................     $24.0
2002............................................................      20.6
2003............................................................      17.0
2004............................................................      11.8
2005............................................................       8.7
                                                                     -----

    Total.......................................................     $82.1
                                                                     =====
</TABLE>

       Other operating costs and expenses were as follows:
<TABLE>
<CAPTION>

                                          2000          1999         1998
                                          ----          ----         ----
                                                (Dollars in millions)

<S>                                       <C>          <C>          <C>
Salaries and wages....................    $428.9       $393.6       $283.9
Cost of servicing.....................     216.3        173.3        118.0
Other.................................     125.6        130.3        200.0
                                          ------       ------       ------

         Total........................    $770.8       $697.2       $601.9
                                          ======       ======       ======
</TABLE>


                                       32

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       Pension Plans

       The Company has a qualified noncontributory defined benefit pension plan
covering substantially all of its employees over 21 years of age. The plan's
benefits are based on years of service and the employee's compensation. The plan
is funded annually based on the maximum amount that can be deducted for federal
income tax purposes. The assets of the plan are primarily invested in common
stock, corporate bonds and cash equivalents. In addition, the Company maintains
a nonqualified pension plan for certain key employees as designated by the Board
of Directors. The following table sets forth the plan's funded status and
amounts recognized in the Company's statement of financial position at December
31. Amounts related to such benefit plans were as follows:
<TABLE>
<CAPTION>

                                                                         2000         1999
                                                                         ----         ----
                                                                       (Dollars in millions)

<S>                                                                       <C>         <C>
Benefit obligation, beginning of year..................................   $20.6       $ 88.5
   Service cost........................................................     -            7.3
   Interest cost.......................................................     1.4          3.0
   Actuarial loss (gain)...............................................     1.8        (40.6)
   Settlement and curtailment gains....................................     -          (15.8)
   Benefits paid.......................................................    (5.9)       (21.8)
                                                                          -----       ------

Benefit obligation, end of year........................................   $17.9       $ 20.6
                                                                          =====       ======

Fair value of plan assets, beginning of year...........................   $18.8       $ 15.1
   Actual return on plan assets........................................     (.4)         2.5
   Employer contributions..............................................     6.9          3.7
   Benefits paid.......................................................    (5.4)        (2.5)
                                                                          -----       ------

Fair value of plan assets, end of year.................................   $19.9       $ 18.8
                                                                          =====       ======

Funded status..........................................................   $ 2.0       $ (1.8)
Unrecognized net actuarial gain........................................     4.6           .4
Unrecognized prior service cost........................................     -            -
                                                                          -----       ------

     Prepaid (accrued) benefit cost....................................   $ 6.6       $ (1.4)
                                                                          =====       ======
</TABLE>

       We used the following weighted average assumptions to calculate benefit
obligations for our 2000 and 1999 valuations: discount rate of approximately 6.5
percent; an expected return on plan assets of approximately 9.0 percent; and we
assumed an annual rate of compensation increase of 5.5 percent in 1999.
Beginning in 2000, as a result of plan amendments, no assumption for
compensation increases was required.


                                       33

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       Components of the cost we recognized related to pension plans are as
follows:
<TABLE>
<CAPTION>


                                                                         2000         1999         1998
                                                                         ----         ----         ----
                                                                              (Dollars in millions)

<S>                                                                       <C>          <C>         <C>
Service cost............................................................. $ -          $ 7.3       $ 7.3
Interest cost............................................................   1.4          3.0         5.0
Expected return on plan assets...........................................  (1.7)        (1.4)        (.9)
Amortization of prior service cost.......................................   -            -            .2
Settlement gain..........................................................   (.3)         -           -
Recognized net actuarial loss............................................    -           1.0         2.2
                                                                          ------       -----       -----

     Net periodic cost (benefit)......................................... $ (.6)       $ 9.9       $13.8
                                                                          ======       =====       =====
</TABLE>

       The Company has qualified defined contribution plans for which
substantially all employees are eligible. Company contributions, which match
certain voluntary employee contributions to the plan, totaled $4.3 million in
2000, $4.7 million in 1999 and $3.6 million in 1998. Matching contributions are
required to be made either in cash or in Conseco common stock.

       Related Party Transactions

       In 1998, we entered into a $2 billion promissory note with Conseco. The
note bore interest at LIBOR plus a margin of .35 percent and both the principal
and interest were due on demand. On January 1, 2000, the promissory note was
amended and restated to provide for borrowings up to $5 billion and quarterly
interest payments at a rate of LIBOR plus a margin of 1.5 percent. In connection
with the transaction with Lehman (as described in note 6 entitled "Special
Charges"), the promissory note from the Company to Conseco was replaced with a
one-year term note and the Company repaid $450.0 million of this note. In
conjunction with amendments to its warehouse credit facilities, the Company
converted $750.0 million principal balance of the promissory note due to Conseco
to $750.0 million stated value of 9 percent redeemable cumulative preferred
stock and repaid $544.6 million of this note. Pursuant to the amended agreement
with Lehman, the Company made additional repayments on the promissory note to
Conseco of $129.5 million. At December 31, 2000, the outstanding balance under
the note was $786.7 million. Interest expense incurred under the note totaled
$153.9 million, $79.5 million and $16.8 million in 2000, 1999 and 1998,
respectively.

       On December 31, 1999, Conseco transferred the following assets to the
Company at Conseco's carrying value: (i) fixed maturity investments due from
affiliates of Conseco with a carrying value of $104.6 million; (ii) other
invested assets with a carrying value of $100.5 million; and (iii) two insurance
marketing companies with net assets having a carrying value of $94.3 million.
The carrying value of these assets approximated fair value. Such amounts were
added to the common stock and paid-in capital of the Company. These assets were
returned to Conseco in 2000 concurrently with the Lehman transaction. Such
distribution is reflected as a return of capital in the consolidated statement
of shareholder's equity at the book value of the assets transferred.

       In the first quarter of 2000, the Company repurchased shares of its
common stock from Conseco for $126.0 million.

       The Company has entered into management and service agreements with
subsidiaries of Conseco. Fees for such services (including data processing,
executive management and investment management services) are based on Conseco's
direct and allocable costs. Total fees incurred by the Company under such
agreements were $39.7 million, $43.0 million and $25.0 million in 2000, 1999 and
1998, respectively.

       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

                                       34

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


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.

       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 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.

       Guarantees

       In conjunction with certain sales of finance receivables, we have
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.


                                       35

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       6. 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):
<TABLE>

<S>                                                                              <C>
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...........................................       53.0
Costs related to closing offices and streamlining businesses................       29.5
Abandonment of computer processing systems..................................       35.8
Transaction fees paid and warrant issued....................................       78.4
Reserve methodology change at bank subsidiary...............................       48.0
Net gain on sale of certain loans and other items...........................       (4.7)
                                                                                 ------

         Special charges before income tax benefit..........................     $394.3
                                                                                 ======
</TABLE>

       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 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.

       Loss on sale of transportation loans and vendor service 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 $152.2 million in whole loan sale transactions. We recognized
a loss of $53.0 million on these sales.

       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 $6.9 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.



                                       36

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       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. 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 $5.3 million in advisory fees related to the business
and debt restructuring.

       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.

       Gain on sale of certain loans and other items

       During 2000, we sold substantially all of the finance receivables related
to our bankcard (Visa and Mastercard) portfolio. We recognized a gain of $9.7
million on the sale.

       During 2000, we recognized $5.0 million of other costs related to the
restructuring of the Company.

       Special Charges Incurred in 1998

       During 1998, we recognized special charges of $108.0 million related to
the Merger including: $5.0 million transaction costs; $71.0 million severance
and other employment related costs; and $32.0 million other costs. Transaction
costs included expenses related to the Merger 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.


                                       37

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       7. CONSOLIDATED STATEMENT OF CASH FLOWS:

       The following disclosures supplement our consolidated statement of cash
flows:
<TABLE>
<CAPTION>

                                                                                            2000         1999         1998
                                                                                            ----         ----         ----

<S>                                                                                        <C>          <C>          <C>
Additional  non-cash items not reflected in the  consolidated  statement of cash
flows:
    Tax benefit related to the issuance of common stock under employee benefit plans...... $   -       $  3.3        $  14.5
    Shares returned by former executive due to recomputation of bonus.....................     -          -             23.4

       The  following  reconciles  net income to net cash  provided by operating
activities:

Cash flows from operating activities:
   Net income (loss)...................................................................    $(525.3)     $  47.9      $ (87.3)
   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............................................................      354.2        128.7         44.2
       Amortization and depreciation...................................................       24.9         52.3         44.4
       Income taxes....................................................................     (361.0)      (205.9)       (43.7)
       Accrual and amortization of investment income...................................      (97.2)       (80.7)       (13.2)
       Impairment charges..............................................................      515.7        554.3        549.4
       Special charges.................................................................      349.5        (20.5)        59.5
       Extraordinary charge on extinguishment of debt..................................        -            4.0         18.6
       Change in accounting principle..................................................       70.2          -            -
       Other...........................................................................       62.5         36.6        (21.0)
                                                                                           -------      -------      -------

         Net cash provided by operating activities....................................     $ 482.6      $ 624.0      $ 349.2
                                                                                           ========     =======      =======
</TABLE>


                                       38

<PAGE>


                     CONSECO FINANCE CORP. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                           --------------------------


       8. QUARTERLY FINANCIAL DATA (UNAUDITED):
<TABLE>
<CAPTION>

                                                        1st Qtr.(a)(b)  2nd Qtr.(a)(b)  3rd Qtr.(a)(b)  4th Qtr.(a)(b)
                                                        --------------  --------------  --------------  --------------
                                                                      (Dollars in millions)
<S>                                                         <C>                <C>         <C>              <C>
2000
----
   Revenues......................................           $530.6             $583.3      $ 645.8          $ 685.1
   Income before income taxes, extraordinary
     charge and cumulative effect of
     accounting change...........................             42.9              (43.9)      (391.7)          (349.9)
   Net income (loss).............................             26.8              (28.5)      (296.6)          (227.0)

1999
----
   Revenues......................................           $432.4             $437.7      $ 457.8          $ 427.6
   Income before income taxes, extraordinary
     charge and cumulative effect of
     accounting change...........................            183.6              112.5         73.0           (335.1)
   Net income (loss).............................            128.6               78.4         56.4           (215.5)

<FN>
--------------------
(a)  Included in the first, second, third and fourth quarters of 2000 are
     impairment charges of $2.5 million ($1.6 million after tax), $9.6 million
     ($6.0 million after tax), $205.0 million ($129.2 million after tax) and
     $298.6 million ($188.1 million after tax), respectively. Also included in
     the second, third and fourth quarters of 2000 are special charges of $63.4
     million ($41.2 million after tax), $226.6 million ($147.6 million after
     tax) and $104.3 million ($67.7 million after tax), respectively.

(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.
</FN>
</TABLE>


                                       39

<PAGE>




       ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

       None.

                                    PART III

       The Registrant meets the conditions set forth in the General
Instructions (I)(1)(a) and (b) of Form 10-K and is therefore omitting the
information otherwise required in Part III.

                                     PART IV

       ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.


       (a) 1.   Financial Statements. See Index to Consolidated Financial
                Statements on page 12 for a list of financial statements
                included in this Report.

           2.   Financial Statement Schedules. All schedules are omitted, either
                because they are not applicable, not required, or because the
                information they contain is included elsewhere in the
                consolidated financial statements or notes.

           3.   Exhibits.  See Exhibit Index immediately preceding the Exhibits
                filed with this report.

       (b) Reports on Form 8-K - None.


                                       40

<PAGE>






                                   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 FINANCE CORP.


                                         By:  /s/ JAMES S. ADAMS
                                              ------------------
                                              James S. Adams
                                                Senior Vice President
                                                and Chief Accounting 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:
<TABLE>
<CAPTION>

Signature                                             Title (Capacity)                                    Date
---------                                             ----------------                                    ----

<S>                                                   <C>                                                 <C>

/s/ BRUCE A. CRITTENDEN                               President, Chief Executive                          March 30, 2001
--------------------------                            Officer and Director
Bruce A. Crittenden                                   (Principal Executive Officer)


/s/ THOMAS M. HAGERTY                                 Director                                            March 30, 2001
---------------------------
Thomas M. Hagerty


/s/ THOMAS J. KILIAN                                  Director                                            March 30, 2001
--------------------------
Thomas J. Kilian


/s/ GARY C. WENDT                                     Director                                            March 30, 2001
--------------------------
Gary C. Wendt


/s/ WILLIAM WESP                                      Director                                            March 30, 2001
--------------------------
William Wesp


/s/ JAMES S. ADAMS                                    Senior Vice President and                           March 30, 2001
--------------------------                            Chief Accounting Officer
James S. Adams                                        (Principal Financial Officer)

</TABLE>






                                       41
<PAGE>

                              CONSECO FINANCE CORP.
                                  EXHIBIT INDEX

EXHIBIT
NO.
------

3(a)        Restated Certificate of Incorporation of Conseco Finance Corp. was
            filed with the Securities and Exchange Commission as Exhibit 3(a) to
            the Company's Report on Form 10-Q for the quarter ended September
            30, 2000 and is incorporated herein by reference.

3(b)        Merger of Green Tree Financial Corporation, as filed with the
            Delaware Secretary of State on June 30, 1995 (incorporated by
            reference to the Company's Registration Statement on Form S-1; File
            No. 33-60869).

3(c)        Restated Bylaws of Conseco Finance Corp. were filed with the
            Securities and Exchange Commission as Exhibit 3.4 to the Company's
            Registration Statement on Form S-3/A (No. 333-85037) and are
            incorporated herein by reference.

3(d)        Certificate of Designation of 9% Redeemable Cumulative Preferred
            Stock of Conseco Finance Corp. was filed with the Securities and
            Exchange Commission as Exhibit 3(d) to the Company's Report on Form
            10-Q for the quarter ended September 30, 2000 and is incorporated
            herein by reference.

4(a)        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(a)       Master Repurchase Agreement dated as of September 1, 1995 between
            Merrill Lynch Mortgage Capital, Inc. and Green Tree Financial
            Corporation (incorporated by reference to the Company's Annual
            Report on Form 10-K for the year ended December 31, 1995; File No.
            1-08916); as amended by Amendment to the Master Repurchase Agreement
            dated June 1, 1997 (incorporated by reference to the Company's
            Quarterly Report on Form 10-Q for the quarterly period ended June
            30, 1997; File No. 0-11652); as amended by Amendment to the Master
            Repurchase Agreement dated February 10, 1998 (incorporated by
            reference to the Company's Quarterly Report on Form 10-Q for the
            quarterly period ended March 31, 1998, File No. 1-08916).

10(b)       Amended and Restated Master Repurchase Agreement dated May 9, 2000
            between Lehman Commercial Paper Inc. and Green Tree Finance
            Corp.-Five (filed herewith); and Amendment to the Warehouse Debt
            Facility, dated as of September 22, 2000, by and among Lehman
            Commercial Paper Inc. and Green Tree Finance Corp. - Five (filed
            herewith).

10(c)       Asset Assignment Agreement dated as of February 13, 1998 between
            Green Tree Residual Finance Corp. I and Lehman Commercial Paper,


<PAGE>


            Inc. (incorporated by reference to the Company's Quarterly Report on
            Form 10-Q for the quarterly period ended March 31, 1998; File No.
            1-08916); Amendment to the First Residual Facility, dated as of
            September 22, 2000, by and among Lehman ALI Inc. and Green Tree
            Residual Finance Corp. I (filed herewith).

10(d)       Promissory Note dated September 22, 2000 issued by the Company to
            CIHC, Incorporated was filed with the Securities and Exchange
            Commission as Exhibit 4(c) to the Company's Report on Form 10-Q for
            the quarter ended September 30, 2000 and is incorporated herein by
            reference.

10(e)       Warrant to Purchase Common Stock of Conseco Finance Corp. dated May
            11, 2000, by and between Conseco Finance Corp. and Lehman Brothers
            Holdings Inc. is incorporated herein by reference to Exhibit 10.45
            to the Form 10-Q of Conseco, Inc. for the period ended June 30,
            2000.

10(f)       Amended and Restated Agreement dated September 22, 2000, by and
            among Conseco, Inc., CIHC, Incorporated and Lehman Brothers Holdings
            Inc. is incorporated herein by reference to the Exhibit 10.46 to the
            Form 10-Q of Conseco, Inc. for the period ended September 30, 2000.

12          Computation of Ratio of Earnings to Fixed Charges (filed herewith).

23          Consent of PricewaterhouseCoopers LLP (filed herewith).

27          Financial Data Schedule (filed herewith).