-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QzqDYIM4xnNcQfwzgtOg1Pg0etWYdGIhjzvs9KIbf57QvRHwqQbwNioaC5wF+GIg QP8zzUdEFbs2O/pif/+8cQ== 0000004977-97-000015.txt : 19970627 0000004977-97-000015.hdr.sgml : 19970627 ACCESSION NUMBER: 0000004977-97-000015 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970626 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AFLAC INC CENTRAL INDEX KEY: 0000004977 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 581167100 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07434 FILM NUMBER: 97630329 BUSINESS ADDRESS: STREET 1: 1932 WYNNTON RD CITY: COLUMBUS STATE: GA ZIP: 31999 BUSINESS PHONE: 4043233431 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN FAMILY CORP DATE OF NAME CHANGE: 19920306 11-K 1 FORM 11-K FOR 401K 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, 1996 AFLAC INCORPORATED 401(k) 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 26, 1997 By: /s/ Martin A. Durant, III ---------------------------------- Martin A. Durant, III Senior Vice President, Corporate Services 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 4-11 Item 27a - Schedule of Assets Held for Investment Purposes 12 Item 27d - Schedule of Reportable Transactions 13 ii KPMG Peat Marwick LLP 303 Peachtree Street, N.E. Suite 2000 Telephone: (404) 222-3000 Atlanta, Georgia 30308 Facsimile: (404) 222-3050 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, 1996 and 1995, 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 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 plan benefits of the AFLAC Incorporated 401(k) Plan at December 31, 1996 and 1995, 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 performed 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 June 24, 1997 1 AFLAC INCORPORATED 401(k) PLAN Statements of Net Assets Available for Plan Benefits December 31, 1996 and 1995 1996 1995 ---------- ---------- Assets: Investments (Note 5): Money market funds $ 4,441 $ 130,362 Mutual funds (cost $12,650,230 in 1996, $9,785,046 in 1995) 15,673,288 12,184,368 AFLAC Incorporated common stock (cost $7,316,892 in 1996, $6,058,644 in 1995) 15,214,169 9,527,720 Common trust funds (cost $2,128,139 in 1995) - 2,469,634 ---------- ---------- Total investments 30,891,898 24,312,084 ---------- ---------- Receivables: Employee contributions 19,297 80,947 AFLAC Incorporated contributions 1,433,571 1,334,237 Accrued interest and dividends 549 - ---------- ---------- Total receivables 1,453,417 1,415,184 ---------- ---------- Cash 3,702,390 - ---------- ---------- Total assets 36,047,705 25,727,268 ---------- ---------- Liabilities: Excess employee contributions payable 95,831 87,210 Other 117,699 401,422 ---------- ---------- Total liabilities 213,530 488,632 ---------- ---------- Net assets available for plan benefits $35,834,175 $25,238,636 ========== ========== See accompanying Notes to Financial Statements. 2 AFLAC INCORPORATED 401(k) PLAN Statements of Changes in Net Assets Available for Plan Benefits Years ended December 31, 1996 and 1995 1996 1995 ---------- ---------- Contributions: Participant withholdings $ 3,563,785 $ 3,141,229 Participant transfers from other plans 50,500 17,406 AFLAC Incorporated matching 1,433,571 1,340,987 ---------- ---------- Total 5,047,856 4,499,622 Interest and dividend income 1,581,505 930,003 Net realized gains on sale of investments 1,002,292 39,846 Net unrealized appreciation on investments 4,710,519 4,486,474 Distributions to participants (1,702,157) (838,040) Forfeitures (44,476) (29,525) ---------- ---------- Increase in net assets 10,595,539 9,088,380 Net assets available for plan benefits: Beginning of year 25,238,636 16,150,256 ---------- ---------- End of year $35,834,175 $25,238,636 ========== ========== See accompanying Notes to Financial Statements. 3 AFLAC INCORPORATED 401(k) PLAN Notes to Financial Statements December 31, 1996 and 1995 (1) DESCRIPTION OF THE PLAN The AFLAC Incorporated 401(k) 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, 1996 and 1995, the Company's matching contribution was 50% of the portion of the participants' contributions, which were not in excess of 6% of the participants' compensation. (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. (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. 4 AFLAC INCORPORATED 401(k) PLAN Notes to Financial Statements 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 Charles Schwab Trust Company (the former trustee was Synovus Trust Company). (g) AMENDMENTS. The Plan was amended and restated in its entirety effective February 1, 1997. The major amendments are as follows: 1. Eligible employees may voluntarily participate in the Plan on the first day of the month which coincides with or next follows the completion of thirty days of employment. 2. Participants become vested in the Company's contribution according to the following schedule. Years of Service Vested Percentage ---------------- ----------------- Less than 1 0% 1 20% 2 40% 3 60% 4 80% 5 or more 100% 3. The Plan permits in-service withdrawals for a participant who is 100% vested in the Company's contribution and has attained age 60. 5 AFLAC INCORPORATED 401(k) PLAN Notes to Financial Statements 4. Participants are allowed to borrow from their accounts. The minimum amount of any loan is $1,000. The maximum amount of any loan is such that when the amount of the loan is added to the outstanding balance of all other loans made to the participant from the Plan (and any other plans maintained by the employer or any related companies) the total does not exceed the lesser of: a. 50% of the participant's vested accrued benefit (as defined in the Plan); or b. $50,000, reduced by the amount, if any, of the highest balance of all outstanding loans to the participant during the one-year period ending on the day prior to the day on which the loan is made. (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 the sale of investments are calculated based on the difference between selling price and cost on an average cost basis. (3) FEDERAL INCOME TAXES The Internal Revenue Service has determined and informed the Company by a letter dated July 18, 1995, that the Plan and related trust are in accordance with applicable sections of the Internal Revenue Code. The Plan's amendments since July 1995 are not expected to change the Plan's tax status. Participants in the Plan are not 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. 6 AFLAC INCORPORATED 401(k) PLAN Notes to Financial Statements (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 available for Plan benefits as of December 31, 1996 and 1995, and changes in net assets available for plan benefits for the years ended December 31, 1996 and 1995 by investment fund. The investments in the American Balanced Fund, Washington Mutual Investors Fund, Fidelity Magellan Fund and AFLAC Incorporated Common Stock all exceeded five percent of the Plan's net assets available for Plan benefits at December 31, 1996. 7 AFLAC INCORPORATED 401(k) PLAN Notes to Financial Statements Net Assets Available for Plan Benefits, Investment Fund Information December 31, 1996
Disburse- AFLAC Schwab Master Money ment GIC Income American Washington Incorporated Fidelity Cash Market Fund Account Fund 4 Balanced Mutual Common Stock Magellan Totals --------- ------------ -------- ---------- -------- ---------- ------------ -------- ------ Investments: Money market funds $ - $ - $ - $ 4,441 $ - $ - $ - $ - $ 4,441 Mutual funds - - - - 3,823,406 8,076,699 - 3,773,183 15,673,288 AFLAC Incorporated common stock - - - - - - 15,214,169 - 15,214,169 -------- ----------- -------- --------- --------- --------- ---------- --------- ---------- Total Investments - - - 4,441 3,823,406 8,076,699 15,214,169 3,773,183 30,891,898 Receivables: Employee contributions 19,297 - - - - - - - 19,297 AFLAC Incorporated contributions - - - 147,092 161,862 327,459 585,425 211,733 1,433,571 Accrued interest and dividends - - 549 - - - - - 549 Cash 288,562 - - 2,926,148 151 449,716 37,813 - 3,702,390 Excess employee contributions payable - - - (8,600) (10,766) (21,574) (35,445) (19,446) (95,831) Other liabilities: Accrued transfers (66,295) 66,931 (342) 190 13,325 3,380 (5,920) (11,269) - Other (241,564) (66,931) (207) 115,996 3,663 14,294 49,060 7,990 (117,699) -------- -------- -------- --------- --------- --------- ---------- --------- ---------- Net assets available for plan benefits $ - $ - $ - $3,185,267 $3,991,641 $8,849,974 $15,845,102 $3,962,191 $35,834,175 ======== =========== ======== ========= ========= ========= ========== ========= ========== 8
AFLAC INCORPORATED 401(k) PLAN Notes to Financial Statements Net Assets Available for Plan Benefits, Investment Fund Information December 31, 1995
Disburse- AFLAC Master Money ment GIC Income American Washington Incorporated Fidelity Market Fund Account Fund 4 Balanced Mutual Common Stock Magellan Totals ------------ --------- ---------- -------- ---------- ------------ -------- ------ Investments: Money market funds $ 17,944 $ 111,740 $ - $ - $ - $ 678 $ - $ 130,362 Mutual funds - - - 2,944,353 6,365,161 - 2,874,854 12,184,368 AFLAC Incorporated common stock - - - - - 9,527,720 - 9,527,720 Common trust funds - - 2,469,634 - - - - 2,469,634 --------- -------- --------- --------- --------- --------- --------- --------- Total Investments 17,944 111,740 2,469,634 2,944,353 6,365,161 9,528,398 2,874,854 24,312,084 Receivables: Employee contributions 80,947 - - - - - - 80,947 AFLAC Incorporated contributions - - 132,293 150,223 263,242 531,387 257,092 1,334,237 Excess employee contributions payable - - (1,676) (13,881) (24,690) (32,714) (14,249) (87,210) Other liabilities: Accrued transfers (69,696) 235,785 (9,738) (9,773) (26,311) (117,396) (2,911) (40) Other (29,195) (347,525) - - - (24,662) - (401,382) --------- ------- --------- --------- --------- --------- ------- --------- Net assets available for plan benefits $ - $ - $2,590,513 $3,070,922 $6,577,402 $9,885,013 $3,114,786 $25,238,636 ========= ======= ========= ========= ========= ========= ========= ========== 9
AFLAC INCORPORATED 401(k) PLAN Notes to Financial Statements Changes in Net Assets Available for Plan Benefits, Investment Fund Information Year Ended December 31, 1996
GIC AFLAC Schwab Income American Washington Incorporated Fidelity Cash Fund 4 Balanced Mutual Common Stock Magellan Totals ------ ------ -------- ---------- ------------ --------- ---------- Contributions: Participant withholdings $ 80 $ 337,933 $ 420,142 $ 815,385 $ 1,405,796 $ 584,449 $ 3,563,785 Participant transfers from other plans - 33,401 1,798 2,895 5,992 6,414 50,500 AFLAC Incorporated matching - 147,092 161,862 327,459 585,425 211,733 1,433,571 Interest and dividend income - (983) 336,152 594,786 105,303 546,247 1,581,505 Net realized gains on sale of investments - 503,949 20,433 45,077 400,452 32,381 1,002,292 Net unrealized appreciation (depreciation) on investments - (341,495) 69,585 749,673 4,428,200 (195,444) 4,710,519 Transfers (113) 84,858 88,084 46,997 (86,955) (132,871) - Distributions to participants 33 (168,457) (174,479) (301,830) (867,300) (190,124) (1,702,157) Forfeitures - (1,544) (2,858) (7,870) (16,824) (15,380) (44,476) ----- ---------- --------- --------- ---------- --------- --------- Net change - 594,754 920,719 2,272,572 5,960,089 847,405 10,595,539 Net assets available for plan benefits at beginning of year - 2,590,513 3,070,922 6,577,402 9,885,013 3,114,786 25,238,636 ----- ---------- --------- --------- ---------- --------- ---------- Net assets available for plan benefits at end of year $ - $ 3,185,267 $3,991,641 $8,849,974 $15,845,102 $3,962,191 $35,834,175 ===== ========== ========= ========= ========== ========= ========== 10
AFLAC INCORPORATED 401(k) PLAN Notes to Financial Statements Changes in Net Assets Available for Plan Benefits, Investment Fund Information Year Ended December 31, 1995
GIC AFLAC Income American Washington Incorporated Fidelity Fund 4 Balanced Mutual Common Stock Magellan Totals ------ -------- ---------- ------------- -------- ------ Contributions: Participant withholdings $ 345,085 $ 363,049 $ 667,418 $ 1,239,207 $ 526,470 $ 3,141,229 Participant transfers from other plans 484 2,808 4,698 8,987 429 17,406 AFLAC Incorporated matching 135,918 151,173 264,267 532,537 257,092 1,340,987 Interest and dividend income 385 196,842 460,838 104,852 167,086 930,003 Net realized gains on sale of investments 27,508 2,311 4,090 313 5,624 39,846 Net unrealized appreciation on investments 116,918 385,543 1,295,798 2,173,563 514,652 4,486,474 Transfers (53,070) 11,322 (17,607) 52,919 6,436 - Distributions to participants (142,089) (57,038) (126,127) (424,446) (88,340) (838,040) Forfeitures (1,289) (965) (4,410) (17,252) (5,609) (29,525) ---------- --------- --------- ---------- --------- ---------- Net change 429,850 1,055,045 2,548,965 3,670,680 1,383,840 9,088,380 Net assets available for plan benefits at beginning of year 2,160,663 2,015,877 4,028,437 6,214,333 1,730,946 16,150,256 ---------- --------- --------- ---------- --------- ---------- Net assets available for plan benefits at end of year $ 2,590,513 $3,070,922 $6,577,402 $ 9,885,013 $3,114,786 $25,238,636 ========== ========= ========= ========== ========= ========== 11
Schedule 1 AFLAC INCORPORATED 401(k) PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1996 Description Shares/Units Cost Current Value - --------------- ------------ -------- ------------- Money Market Funds - ------------------ Master Money Market Fund 4,441 $ 4,441 $ 4,441 ---------- ---------- Mutual Funds - ------------ Washington Mutual Investors Fund 329,124 5,932,499 8,076,699 American Balanced Fund 262,777 3,370,681 3,823,406 Fidelity Magellan Fund 46,785 3,347,050 3,773,183 ---------- ---------- Total Mutual Funds 12,650,230 15,673,288 ---------- ---------- Common Stocks - ------------- AFLAC Incorporated* 355,887 7,316,892 15,214,169 ---------- ---------- Total Investments $ 19,971,563 $ 30,891,898 =========== =========== * Indicates party-in-interest per Erisa Section 406. 12 Schedule 2 AFLAC INCORPORATED 401(k) PLAN Item 27d - Schedule of Reportable Transactions Year Ended December 31, 1996
Purchase Selling Current Value of Asset Net Description Price Price Cost on Transaction Date Gain/(Loss) --------------- -------- --------- --------- ---------------------- ----------- Purchases: GIC Income Fund $ 467,049 $ - $ 467,049 $ 467,049 $ - American Balanced Fund 926,154 - 926,154 926,154 - Washington Mutual Investors Fund 1,085,873 - 1,085,873 1,085,873 - AFLAC Incorporated Common Stock* 1,814,754 - 1,814,754 1,814,754 - Fidelity Magellan Fund 1,319,715 - 1,319,715 1,319,715 - Sales: GIC Income Fund - 3,134,496 2,630,547 3,134,496 503,949 American Balanced Fund - 137,120 116,687 137,120 20,433 Washington Mutual Investors Fund - 169,084 124,007 169,084 45,077 AFLAC Incorporated Common Stock* - 956,958 556,506 956,958 400,452 Fidelity Magellan Fund - 258,244 225,863 258,244 32,381 * Indicates party-in-interest per Erisa Section 406. 13
-----END PRIVACY-ENHANCED MESSAGE-----