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, 1994
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 16, 1995 By: /s/ Martin A. Durant, III
----------------------------------
Martin A. Durant, III
Senior Vice President,
Corporate Services
<PAGE>
AFLAC INCORPORATED 401(k) 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
Item 27a - Schedule of Assets Held for Investment Purposes 11
Item 27d - Schedule of Reportable Transactions 12
ii
<PAGE>
KPMG Peat Marwick LLP
Certified Public Accountants
One Peachtree Center
Suite 2000
303 Peachtree Street, N.E.
Atlanta, Georgia 30308 Telefax (404) 222-3451
(404) 222-3000
INDEPENDENT AUDITORS' REPORT
The Administrative Committee
AFLAC Incorporated 401(k) Plan:
We have audited the accompanying statements of net assets available for plan
benefits of the AFLAC Incorporated 401(k) Plan (the Plan) as of December 31,
1994 and 1993, and the related statements of changes in net assets available
for plan benefits 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 available for plan benefits of the
AFLAC Incorporated 401(k) Plan at December 31, 1994 and 1993, and the
changes in net assets available for plan benefits 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 LLP
April 28, 1995
1
<PAGE>
AFLAC INCORPORATED 401(k) PLAN
Statements of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
1994 1993
---------- ----------
Assets:
Investments (Note 5):
Money market funds $ 7,120 $ 142,077
Mutual funds (cost $7,206,332 in 1994,
$4,860,693 in 1993) 7,242,906 5,256,093
AFLAC Incorporated common stock
(cost $4,772,598 in 1994, $3,125,746
in 1993) 5,736,546 3,662,649
Common trust funds (cost $1,830,418 in
1994, $1,674,256 in 1993) 2,054,995 1,808,922
---------- ----------
Total investments 15,041,567 10,869,741
---------- ----------
Receivables:
Employee contributions 2,966 1,748
AFLAC Incorporated 1,282,236 1,122,097
Accrued interest and dividends - 44
Other - 3,610
---------- ----------
Total receivables 1,285,202 1,127,499
---------- ----------
Cash 503 3,367
---------- ----------
Total assets 16,327,272 12,000,607
---------- ----------
Liabilities:
Excess employee contributions payable 97,516 98,957
Other 79,500 26,859
---------- ----------
Total liabilities 177,016 125,816
---------- ----------
Net assets available for
plan benefits $16,150,256 $11,874,791
========== ==========
See accompanying Notes to Financial Statements.
2
<PAGE>
AFLAC INCORPORATED 401(k) PLAN
Statements of Changes in Net Assets Available for Plan Benefits
Years ended December 31, 1994 and 1993
1994 1993
---------- ----------
Contributions:
Participant withholdings $ 3,003,665 $ 2,582,471
Participant transfers
from other plans 41,171 169,526
AFLAC Incorporated matching 1,282,236 1,122,097
---------- ----------
Total 4,327,072 3,874,094
Transfer from affiliated plan - 4,226,426
Interest and dividend income 423,698 352,019
Net realized gains on sale
of investments 75,151 62,393
Net unrealized appreciation
on investments 173,627 289,734
Distributions to participants (710,583) (312,727)
Forfeitures (13,500) -
---------- ----------
Increase in net assets 4,275,465 8,491,939
Net assets available
for plan benefits:
Beginning of year 11,874,791 3,382,852
---------- ----------
End of year $16,150,256 $11,874,791
========== ==========
See accompanying Notes to Financial Statements.
3
<PAGE>
AFLAC INCORPORATED 401(k) PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(1) DESCRIPTION OF THE PLAN
The AFLAC Incorporated 401(k) Plan (formerly AFLAC Incorporated 1990 401(k)
Retirement 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,
1994 and 1993, the Company's matching contribution was 50%
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
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.
These forfeitures reduce the Company's matching contribution.
(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 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 common trust 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.
5
<PAGE>
AFLAC INCORPORATED 401(k) PLAN
Notes to Financial Statements
(3) FEDERAL INCOME TAXES
The Company has filed an application for a tax determination letter
with the Internal Revenue Service.
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,
1994 and 1993 and changes in net assets for the years ended December 31,
1994 and 1993 by investment fund.
6
<TABLE>
AFLAC INCORPORATED 401(k) PLAN
Notes to Financial Statements
Net Assets Available for Plan Benefits
December 31, 1994
<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 $ 5,242 $ - $ 3 $ 25 $ 107 $ 1,742 $ 1 $ 7,120
Mutual funds - - - 1,896,891 3,817,364 - 1,528,651 7,242,906
AFLAC Incorporated
common stock - - - - - 5,736,546 5,736,546
Common trust funds - - 2,054,995 - - - - 2,054,995
----------- -------- --------- --------- --------- --------- --------- ----------
Total Investments 5,242 - 2,054,998 1,896,916 3,817,471 5,738,288 1,528,652 15,041,567
Receivables:
Employee contributions 2,966 - - - - - - 2,966
AFLAC Incorporated - - 123,673 135,560 243,044 559,726 220,233 1,282,236
Cash - 503 - - - - - 503
Accrued transfers (720) 72,003 (12,757) (1,577) (3,871) (45,991) (7,087) -
Excess employee
contributions payable - - (5,251) (15,022) (28,207) (38,184) (10,852) (97,516)
Other liabilities (7,488) (72,506) - - - 494 - (79,500)
-------- -------- --------- --------- --------- --------- --------- ----------
Net assets
available for
plan benefits $ - $ - $2,160,663 $2,015,877 $4,028,437 $6,214,333 $1,730,946 $16,150,256
=========== ======== ========= ========= ========= ========= ========= ==========
</TABLE>
7
<TABLE>
AFLAC INCORPORATED 401(k) PLAN
Notes to Financial Statements
Net Assets Available for Plan Benefits
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
available for
plan benefits $ - $ - $1,978,574 $1,620,446 $3,290,977 $4,099,748 $885,046 $11,874,791
========= ======= ========= ========= ========= ========= ======= ==========
</TABLE>
8
<TABLE>
AFLAC INCORPORATED 401(k) PLAN
Notes to Financial Statements
Changes in Net Assets Available for Plan Benefits
Year Ended December 31, 1994
<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 $ 352,685 $ 370,160 $ 681,780 $1,138,787 $ 501,424 $ 3,044,836
AFLAC Incorporated 123,673 135,560 243,044 559,726 220,233 1,282,236
Interest and dividend income 706 86,754 215,359 71,498 49,381 423,698
Net realized gains (losses) on
sale of investments 30,738 1,353 12,213 33,133 (2,286) 75,151
Net unrealized appreciation
(depreciation) on investments 89,786 (78,316) (201,671) 442,888 (79,060) 173,627
Transfers (222,417) (49,615) (135,783) 193,090 214,725 -
Forfeitures (832) (918) (906) (6,744) (4,100) (13,500)
Distributions to participants (192,250) (69,547) (76,576) (317,793) (54,417) (710,583)
---------- --------- --------- --------- --------- ----------
Net change 182,089 395,431 737,460 2,114,585 845,900 4,275,465
Net assets available for plan
benefits at beginning of year 1,978,574 1,620,446 3,290,977 4,099,748 885,046 11,874,791
---------- --------- --------- --------- --------- ----------
Net assets available for plan
benefits at end of year $ 2,160,663 $2,015,877 $4,028,437 $6,214,333 $1,730,946 $16,150,256
========== ========= ========= ========= ========= ==========
</TABLE>
9
<TABLE>
AFLAC INCORPORATED 401(k) PLAN
Notes to Financial Statements
Changes in Net Assets Available for Plan Benefits
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 available for plan
benefits at beginning of year 757,125 460,511 1,047,850 1,036,015 81,351 3,382,852
--------- --------- --------- --------- ------- ---------
Net assets available for plan
benefits at end of year $1,978,574 $1,620,446 $3,290,977 $4,099,748 $ 885,046 $11,874,791
========= ========= ========= ========= ========= ==========
</TABLE>
10
<PAGE>
Schedule 1
AFLAC INCORPORATED 401(k) PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1994
Description Shares/Units Cost Current Value
- --------------- ------------ -------- -------------
Money Market Funds
- ------------------
Master Money Market
Fund 7,120 $ 7,120 $ 7,120
---------- ----------
Mutual Funds
- ------------
Washington Mutual Fund 226,684 3,718,634 3,817,364
American Balanced
Mutual Fund 158,074 1,899,295 1,896,891
Fidelity Magellan
Mutual Fund 22,884 1,588,403 1,528,651
---------- ----------
Total Mutual Funds 7,206,332 7,242,906
---------- ----------
Common Stocks
- -------------
AFLAC Incorporated* 179,267 4,772,598 5,736,546
---------- ----------
Common Trust Fund
- -----------------
GIC Income Fund 2,054,995 1,830,418 2,054,995
---------- ----------
Total Investments $ 13,816,468 $ 15,041,567
=========== ===========
* Indicates party-in-interest per Erisa Section 406.
11
<TABLE>
Schedule 2
AFLAC INCORPORATED 401(k) PLAN
Item 27d - Schedule of Reportable Transactions
Year Ended December 31, 1994
<CAPTION>
Purchase Selling Current Value of Asset Net
Description Price Price Cost on Transaction Date Gain/(Loss)
--------------- -------- ------- ---- ---------------------- -----------
<S> <C> <C> <C> <C> <C>
Purchases:
Washington Mutual Fund $1,135,896 $ - $1,135,896 $1,135,896 $ -
American Balanced Mutual Fund 566,464 - 566,464 566,464 -
Fidelity Magellan Mutual Fund 911,284 - 911,284 911,284 -
AFLAC Incorporated Common Stock* 1,903,898 - 1,903,898 1,903,898 -
GIC Income Fund 799,509 - 799,509 799,509 -
Sales:
Washington Mutual Fund - 165,172 152,959 165,172 12,213
American Balanced Mutual Fund - 73,067 71,714 73,067 1,353
Fidelity Magellan Mutual Fund - 41,045 43,331 41,045 (2,286)
AFLAC Incorporated Common Stock* - 290,179 257,046 290,179 33,133
GIC Income Fund - 706,694 675,956 706,694 30,738
* Indicates party-in-interest per Erisa Section 406.
</TABLE>
12
