UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities and Exchange Act of 1934 Date of Report: June 29, 1996 ACORDIA, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 33-48691 (Commission File Number) 31-1278880 (IRS Employer Identification Number) 120 Monument Circle Indianapolis, Indiana 46204 (Address of principal executive offices and zip code) (317)488-6666 (Registrant's telephone number, including area code) Page 1 of 16 AMENDMENT NO. 1 --------------- The undersigned registrant hereby amends the following items, financial statements or other portions of its Annual Report on Form 10-K for the fiscal year ended December 31, 1995, as set forth below: Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K ------------------------------------------------------------------------ (c) Information required by Form 11-K for registrant's Retirement Savings Plan. Financial Statement and Exhibits -------------------------------- (a) Financial Statements: See Index to Financial Statements (b) Exhibits: 1. Consent of Independent Auditors (See Index to Financial Statements). Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereundo duly authorized. Acordia, Inc. ------------- (Registrant) By: /S/ Robert S. Schneider ------------------------ Senior Vice President and Controller ACORDIA 401(k) LONG TERM SAVINGS INVESTMENT PLAN INDEX TO -------- FINANCIAL STATEMENTS AND EXHIBITS --------------------------------- Page Reference --------- REPORT OF INDEPENDENT AUDITORS 6 STATEMENTS OF NET ASSETS AVAILABLE FOR 7 BENEFITS DECEMBER 31, 1995 and 1994 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE 8 FOR BENEFITS DECEMBER 31, 1995 NOTES TO FINANCIAL STATEMENTS 10 CONSENT OF INDEPENDENT AUDITORS 16 [LETTERHEAD OF ERNST & YOUNG LLP] Report of Independent Auditors Board of Directors Acordia, Inc. We have audited the accompanying statements of net assets available for benefits, with fund information, of the Acordia 401(k) Long Term Savings Investment as of December 31, 1995 and 1994, and the related statements of changes in net assets available for benefits, with fund information, for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits, with fund information, of the Plan at December 31, 1995 and 1994 and the changes in its net assets available for benefits, with fund information, for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The Fund information has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation of the financial statements taken as a whole. June 14, 1996 /s/ Ernst & Young LLP Financial Statements Acordia 401(k) Long Term Savings Investment Plan Years Ended December 31, 1995 and 1994 With Report of Independent Auditors Acordia 401(k) Long Term Savings Investment Plan Financial Statements Years Ended December 31, 1995 and 1994 Contents Report of Independent Auditors............................................... 1 Audited Financial Statements Statements of Net Assets Available for Benefits, With Fund Information....... 2 Statement of Changes in Net Assets Available for Benefits, With Fund Information................................................................. 3 Notes to Financial Statements................................................ 5 Acordia 401(k) Long Term Savings Investment Plan Statements of Net Assets Available for Benefits, With Fund Information Fund Information ------------------------------------------------------------------ Vanguard Investment Vanguard Vanguard Vanguard Contract Wellington Extended Institutional Trust Fund Fund Market Fund Index Fund ------------------------------------------------------------------ December 31, 1995 Assets Investment in Master Trust $ 17,369,937 $ 18,170,964 $ 891,762 $ 17,430,312 Cash -- -- -- -- Contributions receivable (advance contributions) 11,705 109,682 14,143 4,534 ----------------------------------------------------------------- Total assets and net assets available for benefits $ 17,381,642 $ 18,280,646 $ 905,905 $ 17,434,846 ================================================================= December 31, 1994 Assets Investment in Master Trust $ 13,035,271 $ 7,633,343 $ -- $ 7,591,726 Contributions receivable (advance contributions) (14,863) 51,155 -- (14,139) ----------------------------------------------------------------- Total assets and net assets available for benefits $ 13,020,408 $ 7,684,498 $ -- $ 7,577,587 ================================================================= Fund Information ------------------------------------------------------------------ Templeton Vanguard Fidelity Institutional Bond Magellan Foreign Acordia, Inc. Index Fund Fund Equity Fund Stock Fund ----------------------------------------------------------------- December 31, 1995 Assets Investment in Master Trust $ 218,720 $ 2,065,348 $ 250,762 $ 5,118,365 Cash -- -- -- -- Contributions receivable (advance contributions) 17,326 64,263 (5,940) 36,108 ----------------------------------------------------------------- Total assets and net assets available for benefits $ 236,046 $ 2,129,611 $ 244,822 $ 5,154,473 ================================================================= December 31, 1994 Assets Investment in Master Trust $ -- $ -- $ -- $ 3,891,892 Contributions receivable (advance contributions) -- -- -- 76,512 ----------------------------------------------------------------- Total assets and net assets available for benefits $ -- $ -- $ -- $ 3,968,404 ================================================================= Fund Information ---------------- Loan Fund Cash Total ------------------------------------------------- December 31, 1995 Assets Investment in Master Trust $ 2,567,175 $ -- $ 64,083,345 Cash -- 309,876 309,876 Contributions receivable (advance contributions) -- -- 251,821 ------------------------------------------------- Total assets and net assets available for benefits $ 2,567,175 $ 309,876 $ 64,645,042 ================================================= December 31, 1994 Assets Investment in Master Trust $ 1,653,653 $ -- $ 33,805,885 Contributions receivable (advance contributions) -- -- 98,665 ------------------------------------------------- Total assets and net assets available for benefits $ 1,653,653 $ -- $ 33,904,550 ================================================= See accompanying notes. Acordia 401(k) Long Term Savings Investment Plan Statement of Changes in Net Assets Available for Benefits, With Fund Information Year ended December 31, 1995 ---------------------------------------------------------------------------------------------- Fund Information ---------------------------------------------------------------------------------------------- Vanguard Templeton Investment Vanguard Vanguard Vanguard Vanguard Fidelity Instutional Contract Wellington Extended Institutional Bond Magellan Foreign Trust Fund Fund Market Fund Index Fund Index Fund Fund Equity Fund ---------------------------------------------------------------------------------------------- Additions: Employee contributions $ 3,224,744 $ 4,013,058 $ 46,606 $ 3,575,266 $ 9,996 $ 135,873 $ 11,278 Employer contributions 834,345 802,990 9,701 790,582 3,744 41,065 3,586 Employee transfers from other plans 3,150,247 3,709,037 7,269 2,730,946 28,316 115,632 1,660 Equity in earnings of Master Trust 991,294 3,791,245 23,029 4,027,335 5,788 (19,970) (871) ---------------------------------------------------------------------------------------------- 8,200,630 12,316,330 86,605 11,124,129 47,844 272,600 15,653 Deductions: Benefit payments 1,829,225 1,160,414 -- 949,225 163 29,093 6,739 ---------------------------------------------------------------------------------------------- 6,371,405 11,155,916 86,605 10,174,904 47,681 243,507 8,914 Transfers between funds (2,010,171) (559,768) 819,300 (317,645) 188,365 1,886,104 235,908 ---------------------------------------------------------------------------------------------- Net increases 4,361,234 10,596,148 905,905 9,857,259 236,046 2,129,611 244,822 Net assets available for benefits at beginning of year 13,020,408 7,684,498 -- 7,577,587 -- -- -- ---------------------------------------------------------------------------------------------- Net assets available for benefits at end of year $ 17,381,642 $18,280,646 $ 905,905 $17,434,846 $ 236,046 $ 2,129,611 $ 244,822 ============================================================================================== ------------------------------ ------------------------------ Acordia, Inc. Stock Fund Loan Fund Cash Total -------------------------------------------------------- Additions: Employee contributions $1,285,097 $ -- $ 9,428 $12,311,146 Employer contributions 302,463 -- -- 2,788,476 Employee transfers from other plans 827,586 454,777 -- 11,025,470 Equity in earnings of Master Trust (409,532) 145,876 -- 8,554,194 -------------------------------------------------------- 2,005,614 600,653 9,428 34,679,486 Deductions: Benefit payments 264,583 -- (300,448) 3,938,994 -------------------------------------------------------- 1,741,031 600,653 (309,876) 30,740,492 Transfers between funds (554,962) 312,869 -- -- -------------------------------------------------------- Net increases 1,186,069 913,522 309,876 30,740,492 Net assets available for benefits at 3,968,404 1,653,653 -- 33,904,550 beginning of year -------------------------------------------------------- Net assets available for benefits at end of year $5,154,473 $2,567,175 $ 309,876 $64,645,042 ======================================================== See accompanying notes. Acordia 401(k) Long Term Savings Investment Plan Statement of Changes in Net Assets Available for Benefits, With Fund Information (continued) Year Ended December 31, 1994 ---------------------------------------------------------------------------------- Fund Information ---------------------------------------------------------------------------------- Vanguard Investment Vanguard Vanguard Vanguard Contract Wellington Index Institutional Trust Fund Fund Trust Fund Index Fund ---------------------------------------------------------- Additions: Employee contributions $ 1,801,695 $ 1,363,904 $ 1,291,747 $ 47,941 Employer contributions 636,484 413,310 417,349 13,209 Equity in earnings of Master Trust 724,396 (26,638) 10,434 82,293 ---------------------------------------------------------- 3,162,575 1,750,576 1,719,530 143,443 Deductions: Benefit payments 1,374,686 397,705 436,851 10,756 ---------------------------------------------------------- 1,787,889 1,352,871 1,282,679 132,687 Transfers between funds (215,166) 38,351 (7,565,757) 7,444,900 ---------------------------------------------------------- Net increases (decreases) 1,572,723 1,391,222 (6,283,078) 7,577,587 Net assets available for benefits at beginning of year 11,447,685 6,293,276 6,283,078 -- ---------------------------------------------------------- Net assets available for benefits at end of year $ 13,020,408 $ 7,684,498 $ -- $ 7,577,587 ========================================================== Acordia, Inc. Stock Fund Loan Fund Total -------------------------------------------- Additions: Employee contributions $ 522,859 $ -- $ 5,028,146 Employer contributions 162,930 -- 1,643,282 Equity in earnings of Master Trust 921,046 70,586 1,782,117 -------------------------------------------- 1,606,835 70,586 8,453,545 Deductions: Benefit payments 170,287 -- 2,390,285 -------------------------------------------- 1,436,548 70,586 6,063,260 Transfers between funds 106,230 191,442 -- -------------------------------------------- Net increases (decreases) 1,542,778 262,028 6,063,260 Net assets available for benefits at beginning of year 2,425,626 1,391,625 27,841,290 -------------------------------------------- Net assets available for benefits at end of year $ 3,968,404 $ 1,653,653 $ 33,904,550 ============================================ See accompanying notes. Acordia 401(k) Long Term Savings Investment Plan Notes to Financial Statements December 31, 1995 1. Accounting Policies Investments The assets of the Acordia 401(k) Long Term Savings Investment Plan (the "Plan") are held in common with plans of affiliates using a master trust arrangement which is administered by the Bank of New York (the "Trustee"). Contributions are invested in common stock of Acordia, Inc., five separate Vanguard Group Mutual Funds, a Fidelity Magellan Fund and a Templeton Institutional Foreign Equity Fund. The Acordia, Inc. common stock and the remaining funds are traded on a national securities exchange and are valued at the last reported sales price on the last business day of the plan year. Realized gains and losses on investments sold or redeemed were determined on the basis of average cost. The Plan also invests in group annuity contracts which are held in the Vanguard Investment Contract Trust Fund. The group annuity contracts are carried at cost, which approximates market, adjusted for interest credited and benefit payments. Interest credited to these contracts have been at rates ranging from 8.48% to 9.25% for 1995 and 7.61% to 9.25% for 1994. At December 31, 1995, the group annuity contract held has a maturity date of February 29, 1996 and has a minimum interest guarantee of 8.48% compounded annually. Contributions Contributions are recorded as additions to net assets available for plan benefits on a bi-weekly basis as the Plan sponsor authorizes and accrues such contributions. Income Tax Status The Plan has received a determination letter from the Internal Revenue Service dated March 21, 1996 stating that the Plan is qualified as defined by Section 401(a) of the Internal Revenue Code of 1986 (the "Code") and, therefore, is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code and ERISA to maintain its tax-exempt status. The administrator is not aware of any course of action or series of events that have occurred that might adversely affect the Plans qualified status. 5 Acordia 401(k) Long Term Savings Investment Plan Notes to Financial Statements (continued) 1. Accounting Policies (continued) Cash Cash is held by the trustee and represents investments which have been liquidated for benefit distributions that have been processed and approved for payment prior to December 31 but not paid, as well as cash contributions received but not invested in funds as of December 31. Use of Estimates Preparation of the financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Administration of the Plan Trustees are appointed by the Plan sponsor to administer the Plan. The Plan sponsor bears all costs associated with administering the Plan. 2. Description of the Plan During 1995, due to certain changes in the corporate structure, employees of Blue Cross Blue Shield of Kentucky, Inc. and AdminiStar Solutions, Inc., chose to transfer participation from The Associated Group 401(k) Long Term Savings Investment Plan to the Plan. Assets transferred were approximately $11 million and are included in employee transfers from other plans. The Plan is a defined contribution plan which was established to provide savings opportunities for participants and their beneficiaries. Substantially all employees of Acordia, Inc. meeting certain employment requirements are eligible to participate. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employees may make voluntary pre-tax contributions of 1% to 16% of compensation, as defined, through periodic payroll deductions. Maximum contributions are limited by applicable IRS regulations. The Company will match up to 50% of the first 6% of the participant's pre-tax contribution. 6 Acordia 401(k) Long Term Savings Investment Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) A participant may direct the investment of amounts held in his accounts in percentages of ten percent, except for the Acordia, Inc. stock fund which is limited to a maximum of 50%, in one or more of the following investment funds: The Vanguard Investment Contract Trust and the Vanguard Bond Index Fund (fixed income funds); The Vanguard Wellington Balanced Fund (a combination of common stock and fixed income securities); The Vanguard Extended Market Fund, The Vanguard Institutional Index Portfolio, The Fidelity Magellan Fund, and The Templeton Foreign Equity Fund (equity securities funds); and The Acordia, Inc. Stock Fund (common stock of Acordia, Inc.), Participants may elect to make changes to their investment designation. However, participants can only make changes to their investment designation once every month. A participant in the Plan may make a complete or partial withdrawal of the amounts held in the participant's account attributable to the participant's pre- tax contributions, income allocated to the pre-tax contribution account prior to January 1, 1989, and up to 100% of employer match and rollover account at any time and will be paid as of the last valuation date. The withdrawal must be necessary in light of immediate and heavy financial needs of the participant and the participant shall have obtained all other withdrawals and nontaxable loans provided by the Plan. Only two withdrawals are permitted during any plan year; during the twelve months following a withdrawal, employee contributions are suspended for withdrawals on the participants pre-tax account. A participant may make a withdrawal of voluntary after-tax contributions at any time. Additionally, at age 59 1/2, a participant may withdraw participant and employer contributions for any reason subject to the two withdrawal per year limit. A participant in the Plan may request a loan not in excess of the lesser of: (1) 50% of the vested account balance or (2) $50,000. A participant may have a maximum of one loan outstanding at any time. Repayment of loans shall not exceed five years except for loans used to acquire the participant's principal residence which shall not exceed ten years. Each loan bears interest equal to the prime lending rate of The Bank of New York and repayments are made by payroll deduction. Upon termination of employment, the participant is entitled to receive the full vested current value of his account. If the current value of the vested account is less than $3,500, the account is paid in a lump sum payment. If the vested account value is more than $3,500, the participant may elect to keep savings in the Plan. The account must be distributed by the year following attainment of age 70 1/2. 7 Acordia 401(k) Long Term Savings Investment Plan Notes to Financial Statements (continued) 2. Description of the Plan (continued) Upon death, payments are made to the participant's beneficiary in the form of a lump sum payment or in installments. The Plan is sponsored by the participating employers. The Plan sponsor has the right to terminate the Plan. In the event the Plan is terminated, each participant's account shall be nonforfeitable with respect to both the participant's and the Plan sponsor's contributions and the net assets are to be set aside for the payment of withdrawals to the participants. The Plan sponsor has the right to suspend contributions to the Plan at any time, either permanently or temporarily for any length of time. More detailed information concerning the Plan may be found by consulting the Summary Plan Description, which is available from the Plan Administrator. 3. Reconciliation of Financial Statements to Form 5500 The following is a reconciliation of benefit payments per the 1995 financial statements to the 1995 Form 5500: Benefit payments per the financial statements $ 3,938,994 Amounts allocated to withdrawing participants at end of year 300,448 --------------- Benefit payments per the Form 5500 $ 4,239,442 =============== Amounts allocated to withdrawing participants are recorded in the Form 5500 for benefit distributions that have been processed and approved for payment prior to December 31 but not paid. At December 31, 1994 there were no unpaid distributions. 4. Investments The Plan's investments are held in common with the investments of plans of affiliates using a master trust (the "Trust") arrangement with the Trustee. Summarized information relating to the Trust's investments and results of operations is listed below. 8 Acordia 401(k) Long Term Savings Investment Plan Notes to Financial Statements (continued) 4. Investments (continued) The fair value of individual investments that represent 5% or more of the Trust's assets are as follows: December 31 1995 1994 ---------------------------- Vanguard Investment Contract Trust Fund: Vanguard Variable Rate Trust $ 61,072,432 $ 66,436,330 Vanguard Wellington Fund 51,462,550 35,611,769 Vanguard Institutional Index Fund 41,817,198 26,507,750 CIGNA Guaranteed Long-Term Fund 12,086,009 -- ---------------------------- $166,438,189 $128,555,849 ============================ The Trust's investments (including investments bought, sold, as well as held during the year) appreciated in fair value by $21,881,939 during 1995 and depreciated in fair value by $942,101 during 1994, as follows: Net Appreciation (Depreciation) Fair Value in Fair Value at End During the Year of Year ---------------------------- Year ended December 31, 1995: Vanguard Investment Contract Trust Fund: Vanguard Variable Rate Trust $ -- $ 61,072,432 Great-West Life Group Investment Contracts -- 164,535 ---------------------------- -- 61,236,967 Vanguard Wellington Fund 8,654,007 51,462,550 Vanguard Extended Market Fund 1,754,408 10,740,628 Vanguard Institutional Index Trust 8,571,781 41,817,198 Vanguard Bond Index Fund 14,043 715,787 Fidelity Magellan Fund (345,250) 5,899,506 Templeton Institutional Foreign Equity Fund (6,498) 783,256 Acordia, Inc. Stock Fund (511,775) 5,384,842 Loan Fund -- 6,792,154 ---------------------------- 18,130,716 123,595,921 CIGNA Mutual Funds: CIGNA Guaranteed Long-Term Fund 21,424 12,086,009 CIGNA Fidelity Growth Opportunities Fund 1,987,403 9,187,359 CIGNA Fidelity Income and Growth Fund 910,056 5,544,690 CIGNA Stock Market Index Fund 782,338 3,513,893 CIGNA International Equity Fund 50,002 1,576,755 ---------------------------- 3,751,223 31,908,706 ---------------------------- $ 21,881,939 $216,741,594 ============================ 9 Acordia 401(k) Long Term Savings Investment Plan Notes to Financial Statements (continued) 4. Investments (continued) Net Appreciation (Depreciation) Fair Value in Fair Value at End During the Year of Year ---------------------------- Year ended December 31, 1994: Vanguard Investment Contract Trust Fund: Vanguard Variable Rate Trust $ -- $ 66,436,330 Metropolitan Life Insurance Company Group Annuity Contract -- 362,374 Great-West Life Group Investment Contracts -- 338,004 Lincoln National Life Group Investment Contract -- 190,237 Travelers Insurance Group Investment Contract -- 96,979 ---------------------------- -- 67,423,924 Vanguard Wellington Fund (1,334,690) 35,611,769 Vanguard Index Trust Fund (201,923) -- Vanguard Institutional Index Trust (41,526) 26,507,570 Vanguard Extended Market Fund (225,667) 6,688,956 Acordia, Inc. Stock Fund 861,705 3,891,892 Loan Fund -- 7,994,503 ---------------------------- $ (942,101) $148,118,614 ============================ 10 Acordia 401(k) Long Term Savings Investment Plan Notes to Financial Statements (continued) 4. Investments (continued) The Trust's net assets available for plan benefits and changes in net assets available for benefits of each available investment account is presented below: Vanguard Vanguard Investment Vanguard Vanguard Institutional Vanguard Contract Wellington Extended Index Bond Trust Fund Fund Market Fund Fund Index Fund ------------------------------------------------------------------------ December 31, 1995: Investments $ 61,236,967 $ 51,462,550 $ 10,740,628 $ 41,817,198 $ 715,787 Equity interest of plans of affiliates in Master Trust (deduction) (43,867,030) (33,291,586) (9,848,866) (24,386,886) (497,067) ------------------------------------------------------------------------ $ 17,369,937 $ 18,170,964 $ 891,762 $ 17,430,312 $ 218,720 ======================================================================== Results of the Trust's operations for the year ended December 31, 1995 Interest and dividend income $4,131,883 $1,963,825 $132,445 $896,311 $2,406 Net realized and unrealized appreciation (depreciation) in fair value of investments 10,504,116 2,398,997 10,226,602 14,132 Equity interest of plans of affiliates in Master Trust (deduction) (3,140,589) (8,676,696) (2,508,413) (7,095,578) (10,750) ------------------------------------------------------------------------ $991,294 $3,791,245 $23,029 $4,027,335 $5,788 ======================================================================== Templeton Fidelity Institutional CIGNA Magellan Foreign Acordia, Inc. Mutual Fund Equity Fund Stock Fund Funds Loan Fund Total ----------------------------------------------------------------------------- December 31, 1995: Investments $ 5,899,505 $ 783,256 $ 5,384,842 $ 31,908,708 $6,792,154 $216,741,595 Equity interest of plans of affiliates in Master Trust (deduction) (3,834,157) (532,494) (266,477) (31,908,708) (4,224,979) (152,658,250) ----------------------------------------------------------------------------- $ 2,065,348 $ 250,762 $ 5,118,365 $ -- $2,567,175 $ 64,083,345 ============================================================================= Results of the Trust's operations for the year ended December 31, 1995 Interest and dividend income $ 315,146 $ 18,103 $128,296 $ 650,176 $ 480,011 $ 8,718,602 Net realized and unrealized appreciation (depreciation) in fair value of investments (357,542) 1,007 (501,708) 4,063,501 -- 26,349,105 Equity interest of plans of affiliates in Master Trust (deduction) 22,426 (19,981) (36,120) (4,713,677) (334,135) (26,513,513) ----------------------------------------------------------------------------- $ (19,970) $ (871) ($409,532) $ -- $ 145,876 $ 8,554,194 ============================================================================= Acordia 401(k) Long Term Savings Investment Plan Notes to Financial Statements (continued) 4. Investments (continued) Vanguard Vanguard Investment Vanguard Vanguard Vanguard Extended Contract Wellington Index Institutional Market Trust Fund Fund Trust Fund Index Fund Fund ------------------------------------------------------------------------------- December 31, 1994: Investments $ 67,423,924 $ 35,611,769 $ 6,688,956 $ 26,507,570 $ - Equity interest of plans of affiliates in Master Trust (deduction) (54,388,653) (27,978,426) (6,688,956) (18,915,844) - ------------------------------------------------------------------------------- $ 13,035,271 $ 7,633,343 $ - $ 7,591,726 $ - =============================================================================== Results of the Trust's operations for the year ended December 31, 1994: Interest and dividend income $ 3,263,514 $ 1,370,373 $ 331,463 $ 432,591 $ - Net realized and unrealized appreciation (depreciation) in fair value of invest - (1,334,690) (201,923) (41,526) (253,667) Equity interest of plans of affiliates in Master Trust (deduction) (2,539,118) (62,321) (119,106) (308,772) 255,667 ------------------------------------------------------------------------------- $ 724,396 $ (26,638) $ 10,434 $ 82,293 - =============================================================================== Acordia, Inc. Stock Fund Loan Fund Total ------------------------------------------------------ December 31, 1994: Investments $ 3,891,892 $ 7,994,503 $ 148,118,614 Equity interest of plans of affiliates in Master Trust (deduction) - (6,340,850) (114,312,729) ------------------------------------------------------ $ 3,891,892 $ 1,653,653 $ 33,805,885 ====================================================== Results of the Trust's operations for the year ended December 31, 1994: Interest and dividend income $ 59,341 $ 299,072 $ 5,756,354 Net realized and unrealized appreciation (depreciation) in fair value of invest 861,705 - (972,101) Equity interest of plans of affiliates in Master Trust (deduction) - (228,486) (3,002,136) ------------------------------------------------------ 921,046 $ 70,586 $ 1,782,117 ====================================================== 12 Consent of Independent Auditors We consent to the incorporation by reference in the Registration Statement (Form S-8, No. 33-54242) pertaining to the Acordia 401(k) Long-term Savings Investment Plan of Acordia, Inc. of our report dated June 14, 1996, with respect to the financial statements of the Acordia 401(k) Long-Term Savings Investment Plan included in this Report on Form 10K/A of Acordia, Inc. for the year ended December 31, 1995. /s/ Ernst & Young LLP Indianapolis, Indiana June 27, 1996