forms-3.htm
As
filed with the Securities and Exchange Commission on November 25,
2008
Registration No. 333-_____
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Aflac
Incorporated
(Exact
name of registrant as specified in its charter)
|
Georgia
(State
or other jurisdiction of incorporation or organization)
|
58-1167100
(I.R.S.
Employer Identification Number)
|
|
1932
Wynnton Road
Columbus,
Georgia 31999
(706)
323-3431
|
|
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
|
|
Daniel
P. Amos
Chairman
and Chief Executive Officer
Aflac
Incorporated
1932
Wynnton Road
Columbus,
Georgia 31999
(706)
323-3431
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
|
Copies
to:
Michael
P. Rogan, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
1440
New York Avenue, N.W.
Washington,
DC 20005
|
Approximate date
of commencement of proposed sale to public:
From time to time after the effective date of this Registration
Statement, in connection with the Plan
as defined herein.
If the only
securities being registered on this form are being offered pursuant to dividend
or interest reinvestment plans, please check the following box.
o
If any of the
securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of
1933,
other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this form
is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this form
is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this form
is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing
with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. x
If this form
is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company.
See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
(Check
one):
|
Large
accelerated filer x
|
Accelerated
filer o
|
Non-accelerated
filer o
(Do
not check if a smaller
reporting company)
|
Smaller
reporting company o
|
CALCULATION
OF REGISTRATION FEE CHART
|
Title
of Each Class of Securities
to
be Registered
|
Amount
to be
registered(1)
|
Proposed
Maximum
Offering
Price
Per
Unit(2)
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee(2)
|
|
|
|
Common
Stock, $0.10 par value
per
share
|
6,000,000 Shares
|
$
32.22
|
$
193,320,000
|
$
7,597.48
|
(1) The
shares may be sold, from time to time, by the Registrant, pursuant to the AFL
Stock Plan: A Direct Stock Purchase and Dividend Reinvestment Plan (the
“Plan”). This Registration Statement shall also cover any additional
shares of Common Stock that become issuable under the Plan by reason of any
stock
dividend, stock split or similar transaction or as a result of other
anti-dilution provisions, pursuant to Rule 416 of the Securities Act of 1933
(the “Securities Act”).
(2) Calculated
pursuant to Rule 457(c) under the Securities Act on the basis of the average of
the high and low prices of Aflac Incorporated’s common stock as
reported on the consolidated reporting system of the New York Stock Exchange on
November 25, 2008.
AFL STOCK
PLAN
A
DIRECT
STOCK
PURCHASE
AND
DIVIDEND
REINVESTMENT
PLAN
AFLAC
INCORPORATED
Prospectus
dated November 25, 2008
6,000,000
shares Common Stock
TABLE OF
CONTENTS
Prospectus
| AFL STOCK PLAN: A DIRECT STOCK PURCHASE AND
DIVIDEND |
| |
REINVESTMENT PLAN. . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
1 |
| IMPORTANT INFORMATION. . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . .
. 2 |
| ADDITIONAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .
. 2 |
| INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . .
. . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . .
. . 2 |
| AFLAC INCORPORATED AND ITS SUBSIDIARIES . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . .
. 3 |
| AFL STOCK PLAN . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .. . . . . . . . . . . . . . . . . . . . .
.
4 |
| |
PURPOSE, ADVANTAGES,
AND DISADVANTAGES OF PARTICIPATION |
| |
IN THE PLAN . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. 4 |
|
|
ADMINISTRATION.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . .
. . 5
|
|
|
ELIGIBILITY
AND ENROLLMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
.. . 6
|
|
|
SHARE
PURCHASES AND PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . .
. . . . .
.. 7
|
|
|
OPTIONAL
CASH PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . .
. . 7
|
|
|
EXPENSES
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
. 8
|
|
|
STATEMENTS
TO PARTICIPANTS. . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . .
. 8
|
|
|
DIVIDENDS.
. . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
.
8
|
|
|
VOTING
OF SHARES. . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
.
8
|
|
|
TAX
CONSEQUENCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
.
9
|
|
|
SALE
OF PLAN SHARES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . .
. . 9
|
|
|
TERMINATION
OF PARTICIPATION. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
9
|
|
|
CERTIFICATES
OR DIRECT REGISTRATION FOR SHARES. . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
. 9
|
|
|
SAFEKEEPING
OF SHARE CERTIFICATES. . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .
. 9
|
|
|
GIFTS
AND TRANSFERS OF SHARES. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . .
10
|
|
|
AFLAC
ASSOCIATE STOCK BONUS PLAN. . . . . . . . . . . . . . . . .. . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . .
10
|
| INTERPRETATION AND REGULATION OF THE PLANS. . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . .
10 |
| USE OF
PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . .
.
11 |
| PLAN OF
DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
.
11 |
| INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . .
11 |
| LEGAL
OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . .
.
12 |
PROSPECTUS
AFLAC
INCORPORATED
Worldwide
Headquarters
1932
Wynnton Road
Columbus,
Georgia 31999
1-800-235-2667
(706) 596-3589
AFL
STOCK PLAN: A DIRECT STOCK PURCHASE AND DIVIDEND
REINVESTMENT PLAN
We are
offering you the opportunity to participate in our AFL Stock Plan (the “Plan”),
a direct stock purchase and dividend reinvestment plan. The Plan
gives you a
convenient method of investing cash dividends and making optional cash
investments to purchase shares of Aflac Incorporated common stock without
payment
of any brokerage commission or service charge. The Plan is also the
mechanism by which eligible Aflac and Aflac New York Associates as defined
below
under the heading “Aflac Incorporated and Its Subsidiaries”) will receive the
bonus contributions awarded to them under the 1999 Aflac Associate Stock
Bonus
Plan (the “Bonus Plan”).
We now
offer Plan participants access to their accounts through a secure Internet line.
We call it aflinc. It is a
high-speed, confidential way to view your account. Plus,
when you sign up for electronic notification, you will be alerted by e-mail of
the availability of important documents, including reinvestment statements,
company
proxy statements, tax forms, and annual reports.
This
prospectus explains how the Plan works and the steps you must take to
participate in it. Please review this prospectus carefully and retain
it for future reference.
At our
option, shares will be purchased under the Plan from newly issued shares, shares
held in the treasury of Aflac Incorporated, or shares purchased in the
open
market. All purchases will be done through an independent agent
selected by Aflac Incorporated. The price of newly issued or treasury
shares purchased for your
account will be the average of the high and low sale prices of Aflac
Incorporated common stock as it is reported by the NYSE MarkeTrac on the
applicable
investment date for the Plan. The price of shares purchased in the
open market for your account will be the average cost of all shares purchased by
our
independent agent on the open market with respect to the applicable investment
date. The closing price of the common stock on November 24, 2008, on
the New
York Stock Exchange was $39.15.
Our
common stock is listed on the New York Stock Exchange under the symbol “AFL.”
Our common stock is also listed on the Tokyo Stock Exchange.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATOR HAS
APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
This
prospectus relates to 6,000,000 shares of common stock to be distributed through
the Plan. The date of this prospectus is November 25,
2008.
IMPORTANT
INFORMATION
You
should rely only on the information contained in this prospectus or any
supplement. We have not authorized anyone else to provide you with any
information that is
different.
This
prospectus is not an offer or solicitation in any state or jurisdiction in which
such an offer or solicitation is illegal.
You
should not assume that the information in this prospectus or any supplement is
accurate as of any date other than the date on the front of those
documents.
ADDITIONAL
INFORMATION
We have
filed with the Securities and Exchange Commission (the “SEC”) a registration
statement regarding the common shares to be distributed pursuant to the
Plan. This prospectus is a summary and does not contain all the
information set forth in the registration statement and its exhibits. For
additional information with respect
to Aflac Incorporated and the Plan, please read the registration statement,
including its exhibits.
We also
file annual, quarterly and special reports, proxy statements, and other
information with the SEC. You may read and copy these reports,
including the registration
statement, at the SEC’s Public Reference Room at 100 F Street, NE, Washington,
D.C. 20549, and the SEC’s Regional Offices in New York and
Chicago. You may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. Our filings with
the SEC are also available on the SEC’s Internet site
(http://www.sec.gov).
You can
inspect our reports, proxy statements, and other information filed with the New
York Stock Exchange at the offices of the exchange.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
following documents filed by us with the SEC are incorporated into this
prospectus by reference:
(1) Our
Annual Report on Form 10-K for the year ended December 31, 2007;
(2) Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2008, June 30,
2008 and September 30, 2008;
(3) Our Current Reports on Form 8-K
filed on January 29, 2008, January 30, 2008, February 6, 2008, March 13, 2008,
April 23, 2008,
May 6, 2008, July 23,
2008, August 13, 2008, August 26, 2008, October 2, 2008, October 23, 2008 and
November 12, 2008
not including
any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which
information is not incorporated by reference
herein);
and
(4)
The description of our common stock contained in a registration statement filed
under the Securities Exchange Act of 1934, as
amended, and any
amendments or reports filed with the SEC for the purpose of updating such
description.
As long
as we offer the Plan, we also incorporate by reference additional reports, proxy
statements, and other documents that we may file with the SEC after the
date of
this prospectus under Section 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act (not including any information furnished under Items
2.02, 7.01 or 9.01
of Form 8-K and any other information that is identified as “furnished” rather
than filed, which information is not incorporated by reference
herein).
We will
provide to any person to whom this prospectus is delivered a free copy of any of
the documents incorporated by reference other than exhibits to such
documents
(unless such exhibits are specifically incorporated by
reference). Copies may be retrieved from our Internet site at
http://www.aflac.com. You can
also request copies by writing to our Investor Relations Department
at:
Aflac Incorporated
Worldwide Headquarters
ATTN: Investor Relations
1932 Wynnton Road
Columbus, Georgia 31999
or by
calling the Investor Relations Department at 1-800-235-2667, Option 1, or (706)
596-3264.
AFLAC
INCORPORATED AND ITS SUBSIDIARIES
We are an
international holding company incorporated under the laws of
Georgia. We are an underwriter of supplemental insurance through our
principal subsidiary,
American Family Life Assurance Company of Columbus (“Aflac”), whose primary
markets are the United States and Japan.
As used
throughout this prospectus, the term “Employees” means all full-time employees
of Aflac Incorporated and its subsidiaries and affiliates, and the term
“Associates” means all associates, soliciting brokers, sales coordinators, and
special associates who have entered into independent contracts with Aflac or
with
American
Family Life Assurance Company of New York (“Aflac NY”), both wholly-owned
subsidiaries of Aflac Incorporated, pertaining to services in the
United
States, its territories and possessions, and any other location or country
designated by Aflac or Aflac NY, who are paid on a commission basis and
who
are
actively performing sales and servicing functions for Aflac or Aflac
NY.
AFL
STOCK PLAN
The
following questions and answers constitute the Plan.
PURPOSE,
ADVANTAGES, AND DISADVANTAGES OF PARTICIPATION IN THE PLAN.
|
1.
|
What
is the purpose of the Plan?
|
The
purpose of the Plan is to provide our existing and potential investors,
Associates, and Employees with an expense-free and convenient way to
purchase
shares and to reinvest all or a portion of their cash dividends from the shares
registered in their names and credited to their accounts. The Plan also
provides the mechanism for Associates to receive bonus contributions awarded
under the Bonus Plan. When such shares are purchased directly
from us,
we will use the funds we receive for general corporate purposes.
2. What
are the advantages of the Plan?
You may purchase shares through the
Plan without having to pay any brokerage commissions or fees.
You may elect to have automatically
reinvested all, a portion, or none of the cash dividends payable on your
shares.
You may
deposit common stock certificates, at no cost, in the Plan for safekeeping and
to facilitate the transfer or sale of shares through the Plan in a convenient
and efficient manner.
Your funds are fully invested through
the purchase of shares and fractional shares.
You may
transfer, at no cost, all or a portion of shares credited to your Plan account
(including those shares deposited into the Plan for safekeeping).
You may
direct the Administrator to sell, through an Independent Agent, shares in your
account for which you would incur brokerage commission charges and
applicable taxes, if any.
You will
receive a statement or electronic notification after each Plan
transaction. You can view your account information 24 hours a day
through our Internet
site.
|
3.
|
What
are the disadvantages of the Plan?
|
You will
not be able to precisely time your purchases through the Plan and will bear the
market risk associated with the fluctuations in the price of the common
stock pending investment of funds under the Plan. See Question 8
regarding the timing of the purchase of shares.
Execution
of sales of shares held in the Plan may be subject to delay. You will
bear the market risk associated with the fluctuations in the price of the
common
stock pending the sale of your shares pursuant to the Plan. See
Question 20.
Funds
held by the Administrator pending investment under the Plan are deposited in a
non-interest-bearing account.
|
4.
|
Who
administers the Plan?
|
Our
Shareholder Services Department (the “Administrator”) administers the
Plan. The Administrator is responsible for receiving all cash
investments including
bonus contributions awarded to Associates under the Bonus Plan to be used to
purchase shares under the Plan), maintaining records of each account,
issuing statements, and performing other duties required by the
Plan. The Administrator forwards funds to be used to purchase shares
to an independent
agent selected by us (an “Independent Agent” is an agent independent of the
issuer, as that term is defined in the rules and regulations under the
Securities Exchange Act). Additionally, the Administrator promptly
forwards sales instructions to the Independent Agent. The Independent
Agent is responsible
for purchasing and selling shares of common stock for your account in accordance
with the provisions of the Plan.
You can contact the Administrator by
writing:
Aflac Incorporated
Worldwide Headquarters
ATTN: Shareholder
Services
1932 Wynnton Road
Columbus, Georgia 31999
by
sending an e-mail to shareholder@aflac.com, or by calling toll-free
1-800-235-2667, Option 2, then Option 3, or in Columbus by calling (706)
596-3589 Monday through Friday, between 8 a.m. and 5 p.m., Eastern
time. Written communications may also be sent by fax to (706)
596-3488. You
should include your shareholder account number or taxpayer identification number
(Social Security number) in all correspondence,
and a daytime telephone
number where we may contact you during normal working hours to help us provide a
prompt response.
It is
important to stay in contact with the Administrator. The unclaimed
property laws in many states specify that if an account owner does not initiate
“active
contact” with an administrator or agent during any three-year period, the
property in the account may be deemed “abandoned.” For accounts that
meet a
state’s definition of “abandoned,” the administrator may be legally
required to transfer the property in the account, including shares and
dividends,
to the
state of the account’s last known residence. To prevent this from
occurring to a Plan account, participants can vote their proxy each year or
periodically
contact the Administrator and request that their account be updated.
Participants should always notify the Administrator of any change
of
address
or e-mail address.
Neither
Aflac Incorporated nor any Independent Agent will be liable for any act done in
good faith or for the good faith omission to act in connection with
the Plan,
including, without limitation, liability caused by:
|
|
·
|
Our
failure to terminate your account upon your death before we have received
written notice of your death;
|
|
|
·
|
The
prices or times at which the Independent Agent purchases or sells shares
of common stock for your account;
or
|
|
|
·
|
Any
loss or fluctuation in the market value after the purchase or sale of
shares for your account.
|
ELIGIBILITY
AND ENROLLMENT
You can
join the Plan if you are a resident in the United States. If you
reside outside the United States, its territories and possessions, you should
determine
whether you are subject to any governmental regulation prohibiting you from
joining the Plan.
If you
currently own shares of common stock registered in your name, you may join the
Plan by returning a completed Enrollment Form to the Administrator,
making sure that each registered owner of the shares signs his or her name on
the Enrollment Form exactly as that name appears on the common
stock certificates. If your stock is held in a brokerage, bank, or
other intermediary account, you can instruct the broker, bank, or intermediary
to
register
some or all of your common stock directly in your name, and you can then get
started in the Plan with those shares by returning a completed Enrollment
Form to the Administrator.
In
addition, anyone may join the Plan by completing the Enrollment Form and making
an initial cash investment of at least $1,000 (or $50 in the case of
eligible
Associates and Employees, as described further below).
If you
are a participant in the Bonus Plan, you will be enrolled in the Plan for the
purpose of receiving bonus contributions awarded under the Bonus Plan.
Once each
month, on a scheduled investment date, we will deliver to the Independent Agent
the aggregate amount of the accrued bonus contribution (if it equals or
exceeds $50) then payable under the Bonus Plan to be used to purchase shares in
the same manner and at the same price that all other shares are
purchased by the Independent Agent on that investment date. Bonus
contributions totaling less than $50 will be distributed directly to you through
your
accounting statement.
As a
participant in the Plan, you will have the option to reinvest any cash dividends
on the shares you hold in the Plan or to purchase additional shares, but
you are
not obligated to do so. The receipt of the bonus contribution to be
awarded to participants in the Bonus Plan is not in any way conditioned upon
reinvestment of cash dividends on the shares purchased on your behalf or upon
your purchase of any additional shares through the Plan. For
Associates who are
automatically enrolled in the Plan for the purpose of receiving bonus
contributions under the Bonus Plan, we will automatically reinvest the
dividends
you earn
on the shares in your Plan account unless you have already elected to receive
cash dividends or we receive a specific written request from you
that your
dividends not be reinvested in additional shares. You may make a
written request to receive your dividends in a cash payment simply by
indicating this preference on the appropriate portion of the Enrollment Form and
returning it to us.
To the
extent required by applicable law in certain jurisdictions, including Arizona,
Florida, and North Dakota, shares offered under the Plan to persons who
are not
presently record holders of common stock are offered only through a registered
broker/dealer.
|
6.
|
Am
I required to join?
|
No. If
you hold Aflac Incorporated common stock but choose not to participate, you will
continue to receive cash dividends, as declared, in the usual
manner. However, participants in the Bonus Plan will not be entitled
to receive their bonus contributions greater than $50 by any mechanism other
than through
an account under the Plan.
SHARE
PURCHASES AND PRICE
|
7.
|
What
is the source of shares?
|
Shares
purchased for you under the Plan will be either newly issued shares, shares held
in the treasury of Aflac Incorporated, or shares purchased in the open
market by the Independent Agent. As of the date of this prospectus,
shares purchased under the Plan will be purchased from treasury.
|
8.
|
When
will shares be purchased through the
Plan?
|
Initial
and optional cash investment purchases will be made within seven business days
from the date we receive your funds. No interest will be paid
on funds
held by the Administrator pending investment. Dividend and voting
rights will start upon settlement, which is ordinarily three business days
after
purchase.
For
Associates, bonus contributions (equal to or greater than $50) awarded under the
Bonus Plan will be credited once each month to your Plan account in
accordance with the terms of the Bonus Plan.
|
9.
|
How
are payments with insufficient funds
handled?
|
If the
Administrator does not receive your payment because of insufficient funds in
your account, the shares purchased for you will be removed from your
account. If the net proceeds from the sale of these shares are
insufficient to satisfy the balance of the uncollected amounts, the
Administrator may sell
additional shares from your account to satisfy the uncollected
balance.
|
10.
|
How
is the price of shares purchased
determined?
|
Shares
purchased from Aflac Incorporated, whether newly issued or treasury shares, will
be the average of the high and low sale prices of Aflac Incorporated
common stock as it is reported by the NYSE MarkeTrac on the investment
date. Shares purchased in the open market will be the average
price per
share of the aggregate number of shares purchased for the Plan by the
Independent Agent with respect to the applicable investment date. The
Independent Agent will make open market purchases with respect to an investment
date within seven business days of the investment date.
11. How
will shares purchased under the Plan be credited to my account?
Your
funds will be commingled with those of other participants for the purpose of
making purchases. The number of shares (including any fraction of a
share
rounded to three decimal places) credited to your account will be determined by
dividing the total amount of cash dividends, optional cash investments,
and/or initial cash investments to be invested for you by the relevant purchase
price per share.
OPTIONAL
CASH PAYMENTS
|
12.
|
How
do optional cash payments work?
|
Once
enrolled, any participant in the Plan may make optional cash investments during
any month by delivering to the Administrator (a) a completed optional
cash investment stub, which is attached to each statement you receive from us,
or the optional cash form from our Internet site and (b) a personal check or
money order payable to the AFL Stock Plan. At minimum, your optional
cash payment must be accompanied by your account number. THIRD-PARTY
CHECKS ARE NOT ALLOWED. You can also pre-authorize the Administrator
to deduct a set amount from a U.S. checking,
savings, or credit union account that is a member of the Automated Clearing
House (“ACH”) network. To set up that automatic deduction,
you
must
complete and sign an Optional Bank Draft Form, which is attached to the
Enrollment Form, and return it to the Administrator with a voided blank
check or deposit slip for the account from which funds are to be
drafted. Forms will be processed and will become effective as
promptly as practicable. Once effective, funds will be drafted on the
25th day of each month (or, if the 25th day is not a business day, the first
business day thereafter), and the
funds will be invested in common stock within seven business days.
In
addition, Employees may opt to make monthly investments through payroll
deductions, and eligible Associates may opt to make monthly investments
through
their accounting statement deductions, as follows:
If you
are an Employee, you are eligible to participate in the Plan immediately upon
employment with a minimum investment of $50 per month automatically deducted
from your paycheck.
If you
are an Associate, and have been
contracted with Aflac or Aflac NY for one year or more and have an average
monthly accounting statement balance
for the previous six months of at least $150, you may participate in the Plan
with a minimum investment of at least $50 per month through automatic deductions
from your monthly accounting statement (or statements).
No
participant in the Plan may make an optional cash investment of less than $50 or
make initial or optional cash investments in excess of $250,000 in any
calendar year (except that, in the case of Associates, the $250,000 amount does
not include the value of bonus contributions awarded under the Bonus
Plan). There is no obligation to make any optional cash
investment. If you wish to change your participation, you must submit
a new Enrollment Form.
If we
believe, in our sole discretion, that you are using or considering using the
optional cash payment investment mechanism against the best interests
of Aflac
Incorporated or our shareholders, we may refuse to issue additional shares to
you. If you or someone acting on your behalf tenders an optional
cash
payment under these circumstances, we may:
|
|
·
|
Refuse
to issue any shares, returning the full payment tendered as promptly as
practicable and without interest;
|
|
|
·
|
Issue
a portion of the shares, returning the uninvested part of the payment
tendered as promptly as practicable and without interest;
or
|
|
|
·
|
Issue
all shares for which payment has been
tendered.
|
EXPENSES
|
13.
|
What
does it cost to buy and sell shares in the
Plan?
|
We will
pay all costs of administration of the Plan. You will incur no
brokerage commission or service charges for purchases made under the
Plan. The commission on any shares purchased will be reported as a
taxable item. You will incur brokerage commission charges and any
applicable taxes when the Administrator sells your shares through the
Independent Agent.
STATEMENTS
TO PARTICIPANTS
|
14.
|
When
will I receive a statement on my
account?
|
A
statement will be mailed or delivered electronically when you make an optional
cash investment, a deposit, a transfer, or when you withdraw shares,
have cash
dividend payments reinvested, or receive a bonus contribution awarded under the
Bonus Plan. You should retain information on your account
activity
in order to establish the cost basis, for tax purposes, for shares acquired in
the Plan.
You will
also receive copies of all communications sent to holders of common
stock. This may include annual reports, proxy material, consent
solicitation material, and IRS information, if appropriate, for reporting
dividend income. All notices, statements, and other communications
will be addressed to the latest
address or e-mail address of record; therefore, it is important that you
promptly notify the Administrator of any change of address or e-mail
address.
Associates
will receive all communications electronically.
DIVIDENDS
|
15.
|
Can
my dividends be reinvested?
|
You may
reinvest all or a portion of cash dividends paid on shares registered in your
name or in the Plan. If you elect partial reinvestment of cash
dividend
payments, you must designate the whole number of shares for which reinvestment
is desired. Once you elect reinvestment, cash dividend payments
made on the designated shares will be used to purchase shares within seven
business
days from the date of payment. The amount to be reinvested
will be reduced by any amount that is required to be withheld under any
applicable tax or other statutes. If you have specified partial
reinvestment,
that portion of cash dividend payments not designated for reinvestment will be
sent to you by check, or by electronic direct
deposit, if you elected the direct deposit option.
Although
we currently intend to continue the payment of quarterly dividends, the payment
of dividends will depend upon future earnings, our financial condition,
and other factors.
As noted
above, for Associates who are automatically enrolled in the Plan for purposes of
receiving bonus contributions under the Bonus Plan, the dividends
earned on the shares purchased on your behalf with the bonus contribution will
be automatically reinvested unless you submit an Enrollment Form on
which you elect to receive cash dividends instead.
|
16.
|
Can
I have dividends that are not reinvested direct
deposited?
|
If you
elect not to reinvest cash dividends, you can receive the nonreinvested cash
dividends by electronic deposit to your designated bank, savings, or
credit
union account that is a member of the ACH network. To receive a
direct deposit of funds, you must complete and sign a Direct Deposit
Authorization
Form and return it to the Administrator with a voided check or deposit slip for
the account in which funds are to be deposited. Direct deposit
will become effective as soon as practicable after our receipt of the Direct
Deposit Authorization Form. You can change designated direct
deposit
accounts by contacting the Administrator. Cash dividends not
designated for reinvestment and not directly deposited will be paid by check on
the
dividend payment date.
|
17.
|
Will
I be entitled to stock dividends and
splits?
|
Any stock
dividends or split shares distributed by Aflac Incorporated on Plan shares will
be credited to your account in the same manner it is for shareholders
who are not participants in the Plan.
VOTING
OF SHARES
|
18.
|
Will
I have voting rights for the shares held in my Plan
account?
|
Prior to
each shareholder meeting, you will be mailed or delivered electronically a proxy
representing the shares held in your Plan account combined with any
other shares registered in your name on the record date for such
meeting. Shares credited to your account will not be voted unless you
provide voting
instructions by proxy.
All
shares held in your account will be entitled to one vote per share, unless you
have held the shares for 48 continuous months, in which case they will
be
entitled to ten votes per share.
19. What
are the tax consequences of participating in the Plan?
Cash
dividends reinvested under the Plan are considered taxable income, even though
you do not actually receive them in cash. Expenses and fees
paid for
you by Aflac Incorporated will be included as income, for tax purposes, and
these expenses and fees will be added to the cost basis of the shares
purchased through the Plan. The information return sent to you and
the Internal Revenue Service (“IRS”) at year-end will show the amount of
dividends
reinvested through the Plan, as well as these fees and expenses.
You
generally will recognize gain or loss when you sell shares or fractional shares
credited to your account. The sale of any whole or fractional
shares
through the Plan will be reported to the IRS and to you on Form
1099-B.
You
should consult with your personal tax advisor for advice applicable to your
particular situation.
SALE
OF PLAN SHARES
|
20.
|
Can
I sell shares held in my Plan
account?
|
You can
request at any time that all or a portion of the shares credited to your account
be sold by furnishing the Administrator with written instructions, either by
mail, e-mail, or fax, which include
your shareholder account number or taxpayer identification number (Social
Security number), and a daytime telephone number where we
may contact you during normal working hours. You can also enter your sale
request directly through our secure Internet line, aflinc.
We cannot
sell any certificated shares owned by you unless the certificates are first
deposited in the Plan. We will forward the sale instructions
to the
Independent Agent within five business days of receipt. The
Independent Agent will sell shares as soon as practicable thereafter, and
a check
for the proceeds of the sale (less brokerage fees and any applicable withholding
taxes) will be mailed to you or proceeds can be deposited directly
into your bank account.
If
you dispose of all whole shares credited to your Plan account and registered in
your name, you will no longer be eligible to participate in the Plan unless
you
make a new initial investment or you are an Associate or Employee with monthly
deductions for investment or an Associate receiving bonus contributions under the Bonus
Plan. A check equal to the current market value of any
remaining fractional shares will be issued to you, less any brokerage
fees and
any applicable withholding taxes.
TERMINATION
OF PARTICIPATION
|
21.
|
When
can I make changes or withdraw from the
Plan?
|
You can
change investment options or withdraw some or all of the shares credited to your
account at any time by delivering written instructions to the
Administrator.
You can
at any time terminate participation in the Plan. At such time, you
will be required to request that the shares held in your account be either sold,
registered
in book-entry form (whole shares only), or sent to you in certificated form
(whole shares only). If you choose to have your whole shares
registered
in book-entry form or sent to you in certificated form, you will be sent a check
equal to the current market value of any fractional shares.
|
22.
|
Can
the Administrator terminate my
account?
|
The
Administrator reserves the right to terminate your participation in the Plan at
any time for any reason upon written notice to you at the address appearing
on our records (excluding participants in the Bonus Plan, whose participation in
the Plan may be terminated only in accordance with the provisions
of the Bonus Plan).
CERTIFICATES
OR DIRECT REGISTRATION FOR SHARES
|
23.
|
Will
I receive a certificate or Direct Registration for shares purchased
through the Plan?
|
All
shares purchased through the Plan will be held by the Plan. You can
obtain a certificate or request Direct Registration for all or part of the whole
shares
credited to your Plan account by making a request to the
Administrator. “Direct Registration” is a method of recording shares
in book-entry form. “Book-entry” means that your security is
registered in your name on the books of the company without the need for a
physical certificate. Direct Registration gives you the ability to
request your broker/dealer to initiate a share movement through the Profile
System from your account at the transfer agent to
your account at your broker/dealer. By delivering your shares through
the Profile System you eliminate the time, cost, and risk associated with
transporting physical certificates. Shares held in book-entry have
all the traditional rights and privileges as shares held in certificate
form. No certificates or Direct
Registration will be done for fractional shares.
SAFEKEEPING
OF SHARE CERTIFICATES
|
24.
|
Can
I deposit my share certificates for
safekeeping?
|
You may
deposit into the Plan for safekeeping shares that you hold in certificate form
by delivering your certificates unendorsed to the Administrator and
requesting those shares be credited to your Plan account or held in book-entry
form in Direct Registration. This feature is offered at no charge and
eliminates
the risk associated with the loss of stock certificates. If
certificates not held by the Plan are lost, stolen, or destroyed, the shares
represented by such
certificates could not be sold or transferred without first obtaining
replacement certificates, a process that could be costly and could take several
weeks to
complete. Shares represented by certificates deposited in the Plan
are treated in the same manner as shares purchased through the Plan, and
may be
conveniently and efficiently sold or transferred through the Plan.
GIFTS
AND TRANSFERS OF SHARES
25. Can
I transfer shares held in the Plan?
If you
wish to change the ownership of all or part of the shares through gift, private
sale, or otherwise, you can do so by delivering a written request to
the
Administrator. The transfer will be done as soon as practicable
following the Administrator’s receipt of the required
documentation. Requests
for account transfers are subject to the same requirements
as for the transfer of certificates, including the requirement of a Medallion
signature guarantee on the request. If the recipient is not already
a
participant in the Plan, the Administrator will open an account in the
recipient’s name. The recipient will receive a Plan prospectus and a
statement showing
the number of shares held in the recipient’s account. Gift
certificates are also available on request to the Administrator.
AFLAC
ASSOCIATE STOCK BONUS PLAN
|
26.
|
How
does the Bonus Plan work?
|
The Bonus
Plan provides an incentive to Associates who have entered into contracts with
Aflac or Aflac NY, both wholly-owned subsidiaries of Aflac Incorporated, for the
purpose of marketing their specialized insurance policies, and to enable the
companies to retain experienced sales and supervisory personnel. The
Bonus Plan rewards those individuals for sales of insurance policies, and
encourages them to acquire and retain a proprietary interest in the
success of Aflac Incorporated. Once each month, on an investment
date, the aggregate amount of the accrued bonus contribution then payable under
the Bonus
Plan will be delivered to the Independent Agent (if this aggregate amount equals
at least $50) to be used to purchase shares in the same manner and at
the same price that all other shares are purchased by the Independent Agent on
that investment date.
The Bonus
Plan applies only to Associates and does not affect the ability of any other
participant in the Plan to make purchases or sales under the Plan or
to
reinvest cash dividends for shares credited to their accounts.
INTERPRETATION
AND REGULATION OF THE PLANS
Our
officers are authorized to take such actions as may be consistent with the terms
and conditions of the Plan and the Bonus Plan. We reserve the
right
to
interpret and regulate the Plan and the Bonus Plan as we deem desirable or
necessary.
Aflac
Incorporated can suspend, modify, or terminate the Plan at any
time. You will be sent a written notice of any significant
changes.
If the
Plan is terminated to establish another stock purchase and/or dividend
reinvestment plan, we will automatically enroll you in the other plan.
Shares
credited
to your AFL Stock Plan account will be credited automatically to the other plan,
unless the Administrator receives notice from you to the
contrary.
USE
OF PROCEEDS
If
treasury shares or newly issued shares of common stock are purchased under the
Plan, we will use the proceeds from those sales for general corporate
purposes. We will not receive any proceeds when shares are purchased
under the Plan in the open market.
PLAN
OF DISTRIBUTION
The Plan
provides for the purchase of shares, which may be either newly issued shares,
shares held in our treasury, or shares purchased in the open market by
the Independent Agent. The Plan provides that we may not change our
determination regarding the source of purchases of shares under the Plan more
than once in any three-month period. The primary consideration in
determining the source of shares to be used for purchases under the Plan
is
expected to be our need to increase equity capital. If we do not need
to raise funds externally or if financing needs are satisfied using nonequity
sources of funds
to maintain our targeted capital structure, shares purchased for participants
under the Plan will be purchased in the open market, subject to the three-month
limitation on changing the source of shares.
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The consolidated financial statements and
schedules of Aflac Incorporated as of December 31,
2007 and 2006, and for each of the years in
the three-year period ended December
31, 2007, and management’s assessment of
the effectiveness of internal control over
financial reporting as of December 31, 2007 have been incorporated by
reference herein in reliance upon the
reports of KPMG LLP,
independent registered public accounting
firm, incorporated by reference herein,
and upon the authority of said firm
as experts in accounting and auditing.
KPMG’s
reports with respect to the financial statements and all related financial
statement schedules refer to the adoption by the Company of the
provisions of Staff Accounting Bulletin No.
108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current
Year Financial Statements, and Statement of
Financial Accounting Standards No. 158, Employers’ Accounting for Defined
Benefit Pension and
Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and
132(R), in 2006.
With respect to the unaudited interim financial
information for the periods ended March 31, June 30, and September 30, 2008, and
2007 incorporated by reference herein, the
independent registered public accounting firm has reported that they applied
limited procedures in accordance with professional standards for a review of
such information. However, their separate reports included in the
Company’s quarterly reports on Form 10-Q for the quarters ended
March 31, June 30 and September 30, 2008, incorporated by reference herein,
state that they did not audit and they do not express an opinion on such interim
financial information. Accordingly, the degree of reliance on
their reports covering such information should be restricted in light of the
limited nature of the review procedures applied. The accountants are not subject
to the liability provisions of Section 11 of the Securities Act of 1933 (the
“1933
Act”) for their reports on the unaudited
interim financial information because such reports are not a “report” or a
“part”
of the registration statement prepared or certified by the accountants within
the meaning of Sections 7 and 11 of the 1933 Act.
LEGAL
OPINIONS
Certain
legal matters in connection with the common stock offered by this prospectus
have been passed upon for Aflac Incorporated by Joey M.
Loudermilk,
Executive Vice President and General Counsel of Aflac Incorporated.
PART
II INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
estimated expenses in connection with distribution of the securities being
registered are as follows:
SEC
registration
fee $
7,597.48
Legal fees and
expenses $
22,548.00
Accounting
fees and
expenses $
4,000.00
Printing,
Postage and
Miscellaneous $
7,500.00
Plan
Administration fees and
expenses $ 21,100.00
Total
$ 62,645.48
Item
15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Georgia
Business Corporation Code permits a corporation to indemnify a director or
officer if the director or officer seeking indemnification acted in
good faith and reasonably believed (i) in the case of conduct in his or her
official capacity, that his or her action was in the best interest of the
corporation, (ii) in all other cases, that his or her action was at least not
opposed to the best interests of the corporation, and (iii) in the case of any
criminal proceedings, that he or she
had no reasonable cause to believe his or her conduct was unlawful, provided
that indemnification in connection with a proceeding by or in the right of the
corporation is limited to reasonable expenses incurred in connection with the
proceeding. The Georgia Business Corporation Code prohibits indemnification of a
director or officer with respect to conduct for which he or she was adjudged
liable on the basis that was improperly received by him or her, whether or not
involving action in his or her official capacity. The By-Laws of the
Company provide for indemnification of officers and directors to the fullest
extent permitted by Georgia law. The Company’s Articles of
Incorporation also limit the potential personal monetary liability of the
members of the Company’s Board of Directors to the Company or its stockholders
for certain breaches of their duty of care or other duties as a
director.
The Company
maintains (i) director and officer liability insurance that provides for
indemnification of the directors and officers of the Company and of its
majority-owned subsidiaries, and (ii) company reimbursement insurance that
provides for indemnification of the Company and its majority-owned subsidiaries
in those instances where the Company and/or its majority-owned subsidiaries
indemnified its directors and officers.
Item
16. EXHIBITS
The
following exhibits are filed with this registration statement:
Exhibit
No. (Per Item
601 of Regulation
S-K) Description of
Exhibit
4.1 Articles
of Incorporation of Aflac Incorporated, as amended. Filed
as Exhibit 3.0 to Aflac Incorporated’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2008 and incorporated herein
by reference.
5.1 Opinion
of Joey M. Loudermilk, Esq.
23.1 Consent
of KPMG LLP.
23.3 Consent
of Joey M. Loudermilk, Esq. (included in the Opinion
of Counsel filed as Exhibit 5.1).
24.1 Power
of Attorney (set forth on the signature page hereof).
99.1 1999
Aflac Associate Stock Bonus Plan.
Item
17. UNDERTAKINGS
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10 (a) (3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represents a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement; provided, however, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii)do not apply if the registration
statement is on Form S-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of the registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser: If the Registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating to an
offering, other than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and
included in the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document
immediately prior to such date of first use.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State of
Georgia, on November 25, 2008.
Aflac Incorporated
Dated:
November 25,
2008 By: __/s/ Daniel P.
Amos_______________
Daniel P. Amos
Chief Executive Officer and
Chairman of
the Board of
Directors
SIGNATURES
AND POWER OF ATTORNEY
We, the undersigned officers and
directors of Aflac Incorporated, hereby severally constitute and appoint Joey M.
Loudermilk and Kriss Cloninger III, and each of them the lawful attorneys and
agents, with full power of substitution and authority, to sign for us and in our
names in the capacities indicated below, the Registration Statement on Form S-3
filed herewith and any and all pre-effective and post-effective amendments to
said Registration Statement, and generally to do all such things in our names
and on our behalf in our capacities as officers and directors to enable Aflac
Incorporated to comply with the provisions of the Securities Act of 1933, as
amended, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by either of said
attorneys to said Registration Statement and any and all amendments
thereto. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the
undersigned has executed this Power of Attorney as of the date indicated
opposite his or her name.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Daniel
P. Amos
Daniel
P. Amos
|
|
Chief
Executive Officer and Chairman of
the Board
|
|
November
25, 2008
|
|
/s/ Kriss Cloninger
III
Kriss
Cloninger III
|
|
President,
Chief Financial Officer, Treasurer
and Director
|
|
November
25, 2008
|
|
/s/ Martin A. Durant
III
Martin
A. Durant III
|
|
Executive
Vice President, Deputy Chief
Financial Officer
|
|
November
25, 2008
|
|
/s/ J. Shelby Amos
II __
__
J.
Shelby Amos II
|
|
Director
|
|
November
25, 2008
|
|
Paul
S. Amos II
|
|
Director
|
|
November
25, 2008
|
|
/s/
Yoshiro
Aoki
Yoshiro
Aoki
|
|
Director
|
|
November
25, 2008
|
|
/s/ Michael H.
Armacost
Michael
H. Armacost
|
|
Director
|
|
November
25, 2008
|
|
/s/ Joe
Frank
Harris
Joe
Frank Harris
|
|
Director
|
|
November
25, 2008
|
|
/s/ Elizabeth J.
Hudson
Elizabeth
J. Hudson
|
|
Director
|
|
November
25, 2008
|
|
/s/ Kenneth S. Janke,
Sr.
Kenneth
S. Janke, Sr.
|
|
Director
|
|
November
25, 2008
|
|
/s/
Douglas W. Johnson
Douglas
W. Johnson
|
|
Director
|
|
November
25, 2008
|
|
/s/ Robert B.
Johnson
Robert
B. Johnson
|
|
Director
|
|
November
25, 2008
|
|
/s/ Charles B.
Knapp
Charles
B. Knapp
|
|
Director
|
|
November
25, 2008
|
|
/s/ E. Stephen
Purdom
E.
Stephen Purdom
|
|
Director
|
|
November
25, 2008
|
|
/s/ Barbara K.
Rimer
Barbara
K. Rimer
|
|
Director
|
|
November
25, 2008
|
|
/s/ Marvin R.
Schuster
Marvin
R. Schuster
|
|
Director
|
|
November
25, 2008
|
|
/s/ David G.
Thompson
David
G. Thompson
|
|
Director
|
|
November
25, 2008
|
|
/s/ Robert L.
Wright
Robert
L. Wright
|
|
Director
|
|
November
25, 2008
|
EXHIBIT
INDEX
Number Description
5.1
Opinion of Joey M. Loudermilk, Esq.
23.1
Consent of KPMG LLP
99.1 1999
Aflac Associate Stock Bonus Plan