SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 1993
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
1932 Wynnton Road
Columbus, Georgia 31999
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
AFLAC INCORPORATED 401(k) PLAN
Date: June 29, 1994 By: /s/ Martin A. Durant, III
__________________________________
Martin A. Durant, III
Senior Vice President,
Corporate Services
<PAGE>
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Table of Contents
_________________
Page
____
Independent Auditors' Report 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for
Plan Benefits 3
Notes to Financial Statements 4-10
Schedule of Assets Held for Investment Purposes 11
Schedule of Reportable Transactions 12
ii
<PAGE>
KPMG Peat Marwick
Certified Public Accountants
One Peachtree Center
Suite 2000
303 Peachtree Street, N.E.
Atlanta, Georgia 30309 Telefax (404) 222-3050
(404) 222-3000
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
AFLAC Incorporated 401(k) Plan:
We have audited the accompanying statements of net assets of the AFLAC
Incorporated 401(k) Plan (the Plan) as of December 31, 1993 and 1992, and
the related statements of changes in net assets 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 upon 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 of the AFLAC Incorporated 401(k)
Plan at December 31, 1993 and 1992, and the changes in net assets for the
years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements of the AFLAC Incorporated 401(k) Plan taken as a
whole. The supplementary information included in Schedules 1 and 2 is
presented for the purpose of additional analysis and is not a required
part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
Such information has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
KPMG PEAT MARWICK
April 29, 1994
1
<PAGE>
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Statements of Net Assets Available for Plan Benefits
December 31, 1993 and 1992
1993 1992
__________ __________
Assets:
Investments (Note 5):
Money market funds $ 142,077 $ -
Mutual funds (cost $4,860,693) 5,256,093 -
AFLAC Incorporated common stock
(cost $3,125,746) 3,662,649 -
Common trust funds (cost $1,674,256) 1,808,922 -
AFLAC Incorporated commingled
401(k) investment fund (cost $3,028,101) - 3,382,852
__________ _________
Total investments 10,869,741 3,382,852
__________ _________
Receivables:
Employee contributions 1,748 -
AFLAC Incorporated 1,122,097 -
Accrued interest and dividends 44 -
Other 3,610 -
__________ __________
Total receivables 1,127,499 -
__________ __________
Cash 3,367 -
__________ __________
Total assets 12,000,607 3,382,852
__________ __________
Liabilities:
Excess employee contributions payable 98,957 -
Other 26,859 -
__________ __________
Total liabilities 125,816 -
__________ __________
Net assets $11,874,791 $ 3,382,852
========== ==========
See accompanying notes to financial statements.
2
<PAGE>
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1993 and 1992
1993 1992
__________ __________
Contributions:
Participant withholdings $ 2,582,471 $ -
Participant transfers from other plans 169,526 -
AFLAC Incorporated matching 1,122,097 -
__________
Total 3,874,094 -
Transfer from affiliated plan 4,226,426 -
Interest and dividend income 352,019 -
Net realized gains on sale of investments 62,393 -
Net unrealized appreciation on investments 289,734 -
Net investment income from the AFLAC
Incorporated commingled 401(k)
Investment Fund - 342,659
Distributions to participants (312,727) (220,078)
__________ __________
Increase in net assets 8,491,939 122,581
Net assets available for plan benefits:
Beginning of year 3,382,852 3,260,271
__________ __________
End of year $11,874,791 $ 3,382,852
========== ==========
See accompanying notes to financial statements.
3
<PAGE>
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Notes to Financial Statements
December 31, 1993 and 1992
(1) DESCRIPTION OF THE PLAN
The AFLAC Incorporated 401(k) Plan was approved by the Board of
Directors of AFLAC Incorporated (the Company) on November 10, 1992, and
became effective on January 1, 1993. The Plan was formed as a result of
the merger of the AFLAC Incorporated 1991 401(k) Retirement Plan into the
AFLAC Incorporated 1990 401(k) Retirement Plan. The Plan was established
for the benefit of the employees of AFLAC Incorporated and related
companies, American Family Life Assurance Company of Columbus (excluding
Japan Branch employees), American Family Life Assurance Company of New
York, AFLAC Broadcast Division, AFLAC International, Inc., and
Communicorp, Inc.
The following description provides only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan's provisions.
(a) GENERAL.
Eligible employees may voluntarily participate in the Plan upon
completing one year of service and attaining the age of 21. The
Plan is subject to certain provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
The Plan is administered by a plan administrator appointed by
the Company's Board of Directors. All Plan expenses are paid
by the Company.
(b) CONTRIBUTIONS.
Contributions to the Plan are made by both participants and the
Company. Participants may contribute through payroll deductions
from 1% to 18%, subject to certain limitations, of their
aggregate compensation. The first 1% to 6% of participants'
compensation contributed may be subject to a percentage matching
contribution by the Company. For the years ended December 31,
1993 and 1992, the Company's matching contribution was 50% and
25%, respectively, of the first 6% of participants'
contributions.
(c) PARTICIPANT ACCOUNTS.
An account is maintained for each participant and is credited
with participant contributions and investment earnings/losses
thereon. Contributions may be invested in one or more of the
investment funds available under the Plan at the direction of
the participant. A separate account is maintained with respect
to each participant's interest in the Company's matching
contributions. Amounts in this account are apportioned and
invested in the same manner as the participant's account.
4
<PAGE>
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Notes to Financial Statements
(d) VESTING.
Participants are 100% vested in their contributions plus actual
investment earnings/losses thereon. Participants become vested
in the Company's contribution upon completing five years of
service. Employees who became participants on or before
September 29, 1990 are 100% vested in all Company contributions.
A participant's interest in the Company's contributions is also
vested upon termination either because of death or disability or
after attaining his/her early retirement date or normal
retirement age. Participants forfeit the portion of their
interest which is not vested upon termination of employment.
(e) DISTRIBUTIONS.
Participants may receive a distribution equal to the value of
their account upon death, disability, retirement, or termination
of either the participant's employment or the Plan.
Distributions may only be made in the form of a lump-sum
payment and/or AFLAC Incorporated common stock.
(f) AGREEMENTS WITH TRUSTEE.
The assets of the Plan are held in a trust maintained by
Columbus Bank and Trust Company.
(2) SUMMARY OF ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION.
The accompanying statements of net assets and changes in net
assets have been prepared on the accrual basis of accounting.
(b) INVESTMENTS.
Investments, including those held in the master trust in 1992,
are stated at fair value based upon quotations obtained from
national security exchanges or the value as determined by the
trustees of money market or mutual funds. Securities
transactions are accounted for on the trade date (the date the
order to buy or sell is executed). Realized gains and losses
on sale of investments are calculated based on the difference
between selling price and cost on an average cost basis.
The Company established commingled investment funds under a
master trust arrangement with Columbus Bank and Trust Company
effective July 1, 1991 to hold the combined assets of the 1990
Plan and the 1991 Plan. The Plan's investment in the AFLAC
Incorporated commingled 401(k) fund at December 31, 1992,
represents the pro rata interest in the net assets of the
master trust. Effective January 1, 1993, the 1991 Plan and
1990 Plan were merged and such investments are now held directly
by the Plan.
5
<PAGE>
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Notes to Financial Statements
(3) FEDERAL INCOME TAXES
The Company has not filed an application for a tax determination
letter with the Internal Revenue Service.
When filed, if a favorable ruling is obtained, participants in the
Plan will not be subject to Federal income taxes on their contributions,
on amounts contributed by the employer, or on earnings or appreciation of
investments held by the Plan until withdrawn by the participant or
distributed to the participant's named beneficiary in the event of death.
The Company expects the plan will obtain a favorable tax determination
ruling.
(4) PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has
the right to terminate the Plan at any time subject to the provisions of
ERISA. In the event of Plan termination, participants will become 100%
vested in their accounts.
(5) INVESTMENT FUNDS
The following schedules show net assets of the trust as of December
31, 1993 and 1992 and changes in net assets for the years ended December
31, 1993 and 1992 by investment fund.
6
PAGE
<PAGE>
<TABLE>
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Notes to Financial Statements
Net Assets
December 31, 1993
<CAPTION>
Disburse- AFLAC
Master Money ment GIC Income American Washington Incorporated Fidelity
Market Fund Account Fund 4 Balanced Mutual Common Stock Magellan Totals
____________ ________ __________ ________ __________ ____________ ________ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
Money market funds $ 238 32,698 17,025 30,041 62,075 - 142,077
Mutual funds - - - 1,480,523 3,036,098 - 739,472 5,256,093
AFLAC Incorporated
common stock - - - - - 3,662,649 - 3,662,649
Common trust funds - - 1,808,922 - - - - 1,808,922
_________ ________ _________ _________ _________ _________ _______ __________
Total Investments 238 - 1,841,620 1,497,548 3,066,139 3,724,724 739,472 10,869,741
Receivables:
Employee contributions 1,748 - - - - - - 1,748
AFLAC Incorporated - - 150,994 145,300 267,516 407,153 151,134 1,122,097
Accrued interest and
dividends - 5 39 - - - - 44
Other assets 1,253 - - - - 2,357 - 3,610
Cash - 2,319 - - - 1,048 - 3,367
Accrued transfers (3,239) 23,620 (10,319) (4,607) (9,042) (3,896) 7,483 -
Excess employee
contributions payable - - (3,760) (17,795) (33,636) (30,723) (13,043) (98,957)
Other liabilities - (25,944) - - - (915) - (26,859)
_________ _______ _________ _________ _________ _________ _______ __________
Net assets $ - - 1,978,574 1,620,446 3,290,977 4,099,748 885,046 11,874,791
========= ======= ========= ========= ========= ========= ======= ==========
</TABLE>
7
<PAGE>
<TABLE>
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Notes to Financial Statements
AFLAC Incorporated Commingled 401(k) Investment Fund
Net Assets
December 31, 1992
<CAPTION>
Disburse- AFLAC
Master Money ment GIC Income American Washington Incorporated Fidelity
Market Fund Account Fund 4 Balanced Mutual Common Stock Magellan Totals
____________ _________ __________ ________ __________ ____________ ________ ______
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Investments:
Money market funds $ 3,069 - 46,560 12,842 25,491 35,912 - 123,874
Mutual funds - - - 1,041,540 2,280,910 - 201,939 3,524,389
AFLAC Incorporated
common stock - - - - - 2,146,762 - 2,146,762
Common trust funds - - 1,453,472 - - - - 1,453,472
_________ ________ _________ _________ _________ _________ _______ _________
Total Investments 3,069 - 1,500,032 1,054,382 2,306,401 2,182,674 201,939 7,248,497
Receivables:
Employee contributions 2,147 - - - - - - 2,147
AFLAC Incorporated - - 83,963 68,569 139,120 127,637 25,977 445,266
Accrued interest and
dividends - - 22 - - - - 22
Other assets 1,507 - - - - 778 - 2,285
Cash - 100 - 4 20 - - 124
Accrued transfers (6,723) 34,849 (14,467) (1,227) (4,498) (10,474) 2,540 -
Excess employee
contributions payable - - (1,462) (10,615) (22,604) (11,815) (2,396) (48,892)
Other liabilities - (34,949) - - - (5,222) - (40,171)
_________ _______ _________ _________ _________ _________ _______ _________
Net assets $ - - 1,568,088 1,111,113 2,418,439 2,283,578 228,060 7,609,278
========= ======= ========= ========= ========= ========= ======= =========
Total Net Assets by Plan:
1990 Plan 3,382,852
1991 Plan 4,226,426
</TABLE>
8
<PAGE>
<TABLE>
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Notes to Financial Statements
Changes in Net Assets
Year Ended December 31, 1993
<CAPTION>
AFLAC
GIC Incorporated
Income American Washington Common Fidelity
Fund 4 Balanced Mutual Stock Magellan Totals
______ ________ __________ ____________ ________ ______
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ 435,805 379,021 716,725 985,998 234,448 2,751,997
AFLAC Incorporated 150,994 145,300 267,516 407,153 151,134 1,122,097
Transfer from affiliated plan 810,963 650,602 1,370,589 1,247,563 146,709 4,226,426
Interest and dividend income 248 112,333 146,064 42,014 51,360 352,019
Net realized gains on sale
of investments 6,405 5,613 24,675 23,171 2,529 62,393
Net unrealized appreciation
(depreciation) on investments 96,260 19,362 150,456 (1,635) 25,291 289,734
Transfers (210,002) (93,128) (366,093) 471,035 198,188 -
Distributions to participants (69,224) (59,168) (66,805) (111,566) (5,964) (312,727)
_________ _________ _________ _________ _______ __________
Net change 1,221,449 1,159,935 2,243,127 3,063,733 803,695 8,491,939
Net assets at beginning of year 757,125 460,511 1,047,850 1,036,015 81,351 3,382,852
_________ _________ _________ _________ _______ __________
Net assets at end of year $1,978,574 1,620,446 3,290,977 4,099,748 885,046 11,874,791
========= ========= ========= ========= ======= ==========
</TABLE>
9
<PAGE>
<TABLE>
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Notes to Financial Statements
AFLAC Incorporated Commingled 401(k) Investment Fund
Changes in Net Assets
Year Ended December 31, 1992
<CAPTION>
AFLAC
GIC Incorporated
Income American Washington Common Fidelity
Fund 4 Balanced Mutual Stock Magellan Totals
______ ________ __________ ____________ ________ ______
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Employee $ 457,267 349,107 728,098 580,335 55,476 2,170,283
AFLAC Incorporated 190,116 133,063 283,759 202,927 25,977 835,842
Interest and dividend income 47,144 61,857 91,378 23,891 15,638 239,908
Net realized gains on sale
of investments 1,027 1,385 5,937 10,684 - 19,033
Net unrealized appreciation
(depreciation) on investments 38,343 20,393 83,888 283,963 (6,268) 420,319
Transfers (211,269) (30,098) (157,297) 261,427 137,237 -
Distributions to participants (133,156) (37,586) (103,714) (79,508) - (353,964)
_________ _________ _________ _________ _______ _________
Net change 389,472 498,121 932,049 1,283,719 228,060 3,331,421
Net assets at beginning of year 1,178,616 612,992 1,486,390 999,859 - 4,277,857
_________ _________ _________ _________ _______ _________
Net assets at end of year $1,568,088 1,111,113 2,418,439 2,283,578 228,060 7,609,278
========= ========= ========= ========= ======= =========
</TABLE>
10
PAGE
<PAGE>
Schedule 1
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1993
Shares/Units Description (1) Cost Current Value
____________ _______________ _________ _____________
Money Market Funds
------------------
Master Money Market
142,077 Fund $ 142,077 $ 142,077
_________ _________
Mutual Funds
------------
170,759 Washington Mutual Fund 2,735,697 3,036,098
American Balanced
117,782 Mutual Fund 1,404,546 1,480,523
Fidelity Magellan
10,437 Mutual Fund 720,450 739,472
_________ _________
Total Mutual Funds 4,860,693 5,256,093
_________ _________
Common Stocks
-------------
128,514 AFLAC Incorporated 3,125,746 3,662,649
_________ _________
Common Trust Fund
-----------------
1,808,922 GIC Income Fund 1,674,256 1,808,922
_________ _________
Total Investments $ 9,802,772 $10,869,741
========== ==========
[FN]
(1) All assets included are considered party-in-interest.
11
PAGE
<PAGE>
<TABLE>
Schedule 2
AFLAC INCORPORATED 401(k) PLAN
(formerly AFLAC Incorporated 1990 401(k) Retirement Plan)
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1993
<CAPTION>
Purchase Selling Net
Description (1) Number Price Price Cost Gain/(Loss)
_______________ ______ ________ _______ ____ ___________
<S> <C> <C> <C> <C> <C>
Purchases:
Washington Mutual Fund 30 842,000 - 842,000 -
American Balanced Mutual Fund 28 481,537 - 481,537 -
Fidelity Magellan Mutual Fund 37 524,032 - 524,032 -
AFLAC Incorporated Common Stock 78 1,610,463 - 1,610,463 -
GIC Income Fund 48 866,608 - 866,608 -
Sales:
Washington Mutual Fund 11 - 253,561 228,886 24,675
American Balanced Mutual Fund 9 - 67,529 61,916 5,613
Fidelity Magellan Mutual Fund 2 - 12,677 11,791 886
AFLAC Incorporated Common Stock 26 - 109,699 86,528 23,171
GIC Income Fund 34 - 629,303 621,255 8,048
<FN>
(1) All transactions are considered party-in-interest.
</TABLE>
12
<PAGE>
