United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 11-K
( X ) Annual Report Pursuant To Section 15(d) Of
The Securities and Exchange Act of 1934
For the year ended December 31, 1994.
or
( ) Transition Report Pursuant to Section 15(d) Of
The Securities Exchange Act of 1934
Commission File Number 0-15405 or 33-50412
DATA TRANSMISSION NETWORK CORPORATION
401(k) PLAN
Full Title of the Plan
DATA TRANSMISSION NETWORK CORPORATION
9110 W. Dodge Road, Suite 200
Omaha, NE 68114
Name of Issuer of Securities and Address
of Principal Executive Office
SIGNATURES
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 annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June 15, 1995 Name of Plan: Data Transmission Network
Corporation 401(k) Plan
Signature: /s/ Greg T. Sloma
----------------------------
Greg T. Sloma
Plan Administrator
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DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
-------------------------------------------------------------
TABLE OF CONTENTS
----------------------
(a) Financial Statements:
Independent Auditors' Report 3
Statements of Net Assets Available for
Benefits as of December 31, 1994 and 1993 4 - 5
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 1994 and 1993 6 - 7
Notes to Financial Statements 8 - 11
(b) Supplemental Schedules:
Item 27a - Schedule of Assets Held for Investment
Purposes - December 31, 1994 12
Item 27d - Schedule of Reportable Transactions - For The
Year Ended December 31, 1994 13
(c) Exhibits:
Exhibit A - Independent Auditors' Consent 14
REQUIRED INFORMATION
--------------------------
The Plan financial statements and schedules are prepared in accordance with the
financial reporting requirements of ERISA and are included herein as listed in
the Table of Contents shown above.
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INDEPENDENT AUDITORS' REPORT
- ----------------------------
Data Transmission Network Corporation 401(k) Plan
Data Transmission Network Corporation
Omaha, Nebraska
We have audited the accompanying statements of net assets available for benefits
of the Data Transmission Network Corporation 401(k) Plan as of December 31, 1994
and 1993, and the related statement of changes in net assets available for
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 on our audits.
We conducted our audit in accordance with generally accepted auditing standards.
These 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 audit provides a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Data Transmission Network
Corporation 401(k) Plan as of December 31, 1994 and 1993, and the changes in net
assets available for benefits for the years then ended in conformity with
generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental annual report schedules
are presented for purposes of additional analysis and are not a required part of
the basic financial statements, but are 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. These schedules are
the responsibility of the Plan's management. Such schedules have been subjected
to our auditing procedures applied on the audit of the 1994 basic financial
statements and, in our opinion, are fairly stated in all material respects when
considered in relation to the basic financial statements taken as a whole.
Deloitte & Touche LLP
May 24, 1995
Omaha, Nebraska
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<TABLE>
<CAPTION>
DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994
DTN Short Term Intermediate Cash
Common Government Term Bond Fixed Income Equity Stock Transfer
Stock Fund Securities Mutual Fund Mutual Fund Mutual Fund Account Total
----------- --------- ------------ ----------- ------------ ------------ -----------
Investments, At
Fair Value (Note 5):
<S> <C> <C> <C> <C> <C> <C> <C>
DTN Common
Stock $ 1,045,500 $ - $ - $ - $ - $ - $ 1,045,500
U.S. Treasury
Bills/Notes - 168,192 - - - - 168,192
Intermediate Term
Bond Mutual Fund - - 129,389 - - - 129,389
Fixed Income
Mutual Fund - - - 186,459 - - 186,459
Equity Stock
Mutual Fund - - - - 453,345 - 453,345
Money Market Fund 82,073 119,679 4,368 - - - 206,120
----------- --------- ------------ ----------- ------------ ------------ -----------
Total Investments 1,127,573 287,871 133,757 186,459 453,345 - 2,189,005
Cash & Cash
Equivalents - 80,413 - - - 207,759 288,172
----------- --------- ------------ ----------- ------------ ------------ -----------
Net Assets Available
For Benefits $ 1,127,573 $ 368,284 $ 133,757 $ 186,459 $ 453,345 $ 207,759 $ 2,477,177
=========== ========= ============ =========== ============ ============ ===========
<FN>
See Notes To Financial Statements.
</FN>
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1993
DTN Short Term Intermediate
Common Government Term Bond Equity Stock
Stock Fund Securities Mutual Fund Mutual Fund Total
Investments, At
Fair Value (Note 5):
<S> <C> <C> <C> <C> <C>
DTN Common Stock $ 1,483,125 $ -- $ -- $ -- $ 1,483,125
U.S. Treasury Bills -- 19,849 -- -- 19,849
Intermediate Term Bond
Mutual Fund -- -- 157,404 -- 157,404
Fixed Income
Mutual Fund -- -- 7,439 -- 7,439
Equity Stock
Mutual Fund -- -- -- 226,898 226,898
Money Market Fund 61,200 46,750 -- -- 107,950
----------- ----------- ----------- ----------- -----------
Total Investments 1,544,325 66,599 164,843 226,898 2,002,665
Cash & Cash Equivalents 28,314 3,017 10,294 13,840 55,465
----------- ----------- ----------- ----------- -----------
Net Assets Available
For Benefits $ 1,572,639 $ 69,616 $ 175,137 $ 240,738 $ 2,058,130
=========== =========== =========== =========== ===========
<FN>
See Notes To Financial Statements.
</FN>
</TABLE>
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<TABLE>
<CAPTION>
DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1994
DTN Short Term Intermediate Cash
Common Government Term Bond Fixed Income Equity Stock Transfer
Stock Fund Securities Mutual Fund Mutual Fund Mutual Fund Account Total
------------ ------------ ------------ ------------ ------------ -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Assets Available
for Benefits,
Beginning of Period $ 1,572,639 $ 69,616 $175,137 $ -- $240,738 $ -- $ 2,058,130
Additions:
Investment Income:
Net Appreciation
(Depreciation) in
Fair Value of
Investments (589,988) 1,173 (9,188) (9,125) 7,087 -- (600,041)
Interest 1,652 3,080 3 24 10 271 5,040
Dividends -- -- 8,399 7,213 24,039 -- 39,651
------------ --------- ---------- --------- --------- ----- ------------
Total Investment
Income (loss) (588,336) 4,253 (786) (1,888) 31,136 271 (555,350)
Contributions:
Employer 170,174 50,011 24,714 19,340 80,641 1,592 346,472
Employee 368,716 71,232 33,413 79,298 125,133 4,274 682,066
------------ ---------- ---------- ---------- ---------- -------- ------------
Total Contributions 538,890 121,243 58,127 98,638 205,774 5,866 1,028,538
------------ ----------- ----------- ---------- ---------- --------- ------------
Total Additions
(Deductions) (49,446) 125,496 57,341 96,750 236,910 6,137 473,188
Distributions to Plan
Participants (24,960) (4,161) (5,931) (3,782) (13,122) (2,185) (54,141)
Transfer of Assets (To)
From Other Funds (370,660) 177,333 (92,790) 93,491 (11,181) 203,807 --
------------ --------- ----------- ---------- ----------- ----------- ------------
Net Increase
(Decrease) (445,066) 298,668 (41,380) 186,459 212,607 207,759 419,047
------------ --------- ----------- ---------- ----------- ----------- ------------
Net Assets Available
for Benefits, End of
Period $ 1,127,573 $ 368,284 $ 133,757 $ 186,459 $ 453,345 $ 207,759 $2,477,177
============ ========== =========== ========== =========== =========== ============
<FN>
See Notes To Financial Statements.
</FN>
</TABLE>
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<TABLE>
<CAPTION>
DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1993
DTN Short Term Intermediate
Common Government Term Bond Equity Stock
Stock Fund Securities Mutual Fund Mutual Fund Total
------------------ -------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Net Assets Available for Benefits,
Beginning of Period $ 697,291 $ 63,333 $ 56,078 $ 83,267 $ 899,969
Additions:
Investment Income:
Net Appreciation (Depreciation) in
Fair Value of Investments 664,626 (209) (895) 7,774 671,296
Interest 1,544 1,962 5 9 3,520
Dividends - - 7,144 8,352 15,496
------------------ -------------- ------------- ------------ ------------
Total Investment Income 666,170 1,753 6,254 16,135 690,312
Contributions:
Employer 122,691 13,300 41,704 58,785 236,480
Employee 172,884 15,722 53,396 82,301 324,303
------------- ---------- ----------- ------------ ------------
Total Contributions 295,575 29,022 95,100 141,086 560,783
------------- ---------- ----------- ------------ ------------
Total Additions 961,745 30,775 101,354 157,221 1,251,095
Distributions to Plan Participants (61,902) (4,504) (15,830) (10,698) (92,934)
Transfer of Assets (To)
From Other Funds (24,495) (19,988) 33,535 10,948 -
-------------- ---------- ----------- ------------ ------------
Net Increase 875,348 6,283 119,059 157,471 1,158,161
------------- ----------- ----------- ------------ -----------
Net Assets Available for Benefits,
End of Period $1,572,639 $ 69,616 $175,137 $240,738 $ 2,058,130
=========== ========= ========== ========== ============
<FN>
See Notes To Financial Statements.
</FN>
</TABLE>
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<PAGE>
DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
1. Description of the Plan
The following brief description of the Data Transmission Network
Corporation 401(k) Plan (the Plan) is provided for general information
only. Participants should refer to the Plan Agreement for more complete
information.
General - The Plan, which first became effective on July 1, 1988, was
established to provide certain employees of Data Transmission Network
Corporation (the Company or DTN) a formal plan to save for retirement. All
full-time employees who have completed one year of service are eligible to
participate in the Plan, although participation by eligible employees is
voluntary. The Plan is administered by the Company. The Trustee for the
Plan is First National Bank of Omaha. The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Contributions - Each participant may, subject to the maximum limitations
under ERISA, authorize the Company to reduce their compensation by a
percentage between 1% and 15%, and have such amount contributed to the Plan
on their behalf as a basic contribution. Currently, the Company will make a
matching contribution equal to 100% of the participant's basic
contribution, but such matching contribution shall not exceed 4% of the
participant's compensation. The Company may make discretionary
contributions in addition to the matching contributions mentioned above.
The Company has elected not to make any discretionary contributions since
the Plan's inception. The Company forwards all participant basic
contributions and matching contributions to the Trustee at the end of each
calendar month.
The Plan permits participants to rollover qualified contributions from
other qualified plans into the Plan.
Contributions are invested at the participant's discretion in one or more
of five funds: a DTN Common Stock Fund consisting of common stock of the
Company; a Short Term Government Securities Fund consisting of U.S.
Treasury Bills and other money market type investments; an Intermediate
Term Bond Mutual Fund investing primarily in government and corporate
bonds; a Fixed Income Mutual Fund investing in longer-term corporate bonds;
and an Equity Stock Mutual Fund investing in common stock and other equity
investments.
A participant's basic contributions are made on a pre-tax basis, i.e.,
excluded from gross income for the participant's personal tax purposes.
Such contributions are subject to social security taxes. Amounts
contributed by the Company are deductible currently by the Company. A
participant does not become subject to federal income taxes on basic
contributions or on the amount of Company contributions and Plan earnings
until such amounts are withdrawn or distributed. The tax consequences of
distributions to participants will vary depending on the circumstances at
the time of distribution. If a participant does not direct his distribution
at termination to another qualified plan, the distribution will be subject
to a 20% tax/penalty.
Vesting - All participants are 100% vested in their basic, matching and
rollover contributions at all times.
-8-
<PAGE>
Distributions - The normal form of benefit for a participant who is
terminating or retiring is a lump sum payment in Company common stock, cash
or both. Retiring participants may elect installment payments generally
over their assumed life expectancy.
Plan Participation - The number of employees participating in the various
investment funds at December 31, 1994 and 1993 were as follows:
1994 1993
---- ----
DTN Common Stock Fund 203 135
Short Term Government Securities Fund 69 43
Intermediate Term Bond Mutual Fund 87 93
Fixed Income Mutual Fund 74 -
Equity Stock Mutual Fund 170 87
Cash Transfer Account 17 -
The Fixed Income Mutual Fund first became available to employees on January
1, 1994.
Plan Termination - Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue it's matching
contributions at any time and to terminate the Plan subject to the
provisions of ERISA. In the event of plan termination, participants will
remain 100 percent vested in their accounts.
2. Summary of Significant Accounting Policies
Investments in common stock of DTN are recorded at fair value as determined
by the closing bid price quoted on the National Association of Securities
Dealers Automated Quotation System (NASDAQ-NMS) on the last business day of
the year.
Investments in U.S. Treasury Bills within the Short Term Government
Securities Fund are recorded at cost plus accrued interest, which
approximates fair value. Investments in the Intermediate Term Bond Mutual
Fund, Fixed Income Mutual Fund and Equity Stock Mutual Fund are recorded at
the net asset value of the mutual fund as quoted by each mutual fund on the
last business day of the year, which approximates fair value.
Net appreciation (depreciation) in the fair value of investments is based
upon the fair value of the investments at the beginning of the year or
cost, if purchased during the year.
Interest and dividend income are recorded on the accrual basis.
The Plan's policy is to record benefit payments upon distribution of
balances to participants. Benefits due and unpaid to terminated
participants were $207,759 and $17,677 at December 31, 1994 and 1993,
respectively.
3. Fees and Expenses
All administrative expenses of the Plan are paid by the Company.
4. Income Tax Status
The plan obtained its latest determination letter on October 20, 1992, in
which the Internal Revenue Service stated that the plan, as then designed,
was in compliance with the applicable requirements of the Internal Revenue
Code. The plan administrator believes that the plan is
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currently designed and being operated in compliance with the applicable
requirements of the Internal Revenue Code. Therefore, no provision for
income taxes has been included in the plan's financial statements.
5. Investments
The following table presents the fair value of investments at December 31,
1994 and 1993. Investments that represent five percent or more of the
Plan's net assets are separately identified:
<TABLE>
<CAPTION>
1994 1993
--------------------------- ----------------------------
Number of Number of
Shares/Units Shares/Units
or Principal or Principal
Amount Fair Value Amount Fair Value
------------- ----------- ------------- ------------
<S> <C> <C> <C> <C>
Data Transmission Network
Corporation Common Stock 61,500 $1,045,500 56,500 $1,483,125
Mutual Funds:
First Omaha Intermediate
Term Bond Mutual Fund 13,750.141 129,389 15,615.461 157,404
First Omaha Equity Fund 41,629.448 453,345 21,245.121 226,898
First Omaha Fixed Income Fund 20,135.951 186,459 714.565 7,439
U. S. Treasury Bills/Notes:
$100,000 face value dated 10-27-94,
due 1-26-95 99,728 --
$20,000 face value dated 3-10-94,
due 3-9-95 19,792 --
$50,000 face value dated 11-1-93,
due 10-31-95 48,672 --
$20,000 face value dated 9-30-93,
due 3-31-94 -- 19,849
Money Market Fund 206,120 107,950
---------- -----------
$2,189,005 $2,002 665
========== ===========
</TABLE>
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6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500.
<TABLE>
<CAPTION>
December 31,
1994 1993
------------ -----------
<S> <C> <C>
Net Assets Available For Benefits Per
The Financial Statements $2,477,177 $2,058,130
Amounts Allocated to Withdrawing Participants (207,759) (17,677)
------------ -----------
Net Assets Available for Benefits Per
the Form 5500 $2,269,418 $2,040,453
============ ===========
</TABLE>
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500.
Year Ended
December 31,
1994
------------
Benefits Paid to Participants Per The Financial Statements $54,141
Add: Amounts Allocated To Withdrawing Participants At
December 31, 1994 207,759
Less: Amounts Allocated to Withdrawing Participants At
December 31, 1993 (17,677)
-------------
Benefits Paid to Participants Per the Form 5500 $ 244,223
=============
Amounts allocated to withdrawing participants are recorded on the Form 5500
for benefit claims that have been approved for payment at December 31 but
not yet paid as of that date.
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<TABLE>
<CAPTION>
DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
SUPPLEMENTAL SCHEDULES
ITEM 27a - SCHEDULE OF ASSETS HELD INVESTMENT PURPOSES
DECEMBER 31, 1994
Column B Column C Column D Column E
Description of Investment Including
Identity of Issue, Borrower, Collaterial, Rate of Interest, Maturity Current
Lessor or Similar Party Date, par or Maturity Value Cost Value
- ------------------------------ ------------------------------------------------ ----------- -----------
<S> <C> <C> <C>
Data Transmission Network
Corporation Common Stock* 61,500 shares $970,200 $1,045,500
U.S. Treasury Bill $100,000 face value dated 10-27-94, due 1-26-95 98,756 99,728
U.S. Treasury Bill $ 20,000 face value dated 3-10-94, due 3-9-95 19,216 19,792
U.S. Treasury Note $ 50,000 face value dated 11-1-93, due 10-31-95 48,894 48,672
First Omaha Intermediate Term
Bond Mutual Fund* 13,750.141 units 136,256 129,389
First Omaha Equity Mutual Fund* 41,629.448 units 445,685 453,345
First Omaha Fixed Income Fund* 20,135.951 units 195,330 186,459
Money Market Fund Short-Term Investment Fund 206,120 206,120
----------- -----------
Total Investments $ 2,120,457 $ 2,189,005
=========== ===========
<FN>
*Represents a Party-In-Interest
</FN>
</TABLE>
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<TABLE>
<CAPTION>
DATA TRANSMISSION NETWORK CORPORATION 401(k) PLAN
SUPPLEMENTAL SCHEDULES
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1994
Series Transactions, When Aggregated, Involving an Amount
in Excess of Five Percent of the Current Value of Plan Assets
Column A Column C Column D Column E Column F Column G
Number of Number Total Dollar Total Dollar Net Gain
Identity of Party Involved Purchases of Sales Value of Purchase Value of Sales or (Loss)
- -------------------------------- ------------- ----------------- ------------------ ---------------- ----------
<S> <C> <C> <C> <C> <C>
Data Transmission Network
Corporation Common Stock* 13 9 $349,813 $197,500 $62,150
U.S. Treasury Bills/Notes:
$20,000 face value dated 3-10-95, due 3-9-95 1 - 19,216 - -
$20,000 face value dated 3-31-94, due 9-29-94 1 1 19,611 20,000 -
$100,000 face value dated 10-27-94, due 1-26-95 1 - 98,756 - -
$50,000 face value dated 11-1-93, due 10-31-95 1 - 48,894 - -
First Omaha Intermediate Term Bond Mutual Fund* 30 9 97,303 123,567 (3,506)
First Omaha Equity Mutual Fund* 37 13 319,449 100,089 5,854
First Omaha Fixed Income Mutual Fund* 35 2 198,631 3,046 (9)
<FN>
*Represents Party-In-Interest
</FN>
</TABLE>
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Exhibit A
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement 33-50412
on Form S-8 of our report dated May 24, 1995, appearing in this Annual Report on
Form 11-K of the Data Transmission Network Corporation 401(k) Plan for the year
ended December 31, 1994.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
May 24, 1995
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