Documents by Reference
The following documents filed by us with the SEC are incorporated into this prospectus by reference:
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1.
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Our Annual Report on Form 10-K for the year ended December 31, 2016;
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Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017;
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Our Current Reports on Form 8-K filed on January 6, 2017, January 13, 2017, January 19, 2017, January 27, 2017, May 4, 2017 and June 8, 2017; and
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The description of our 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.
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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 obtained from our Internet site at www.aflac.com, by calling the Investor Relations Department at 1.800.235.2667 or 706.596.3264, or by writing to our Investor Relations, 1932 Wynnton Road, Columbus, Georgia 31999.
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. Aflac markets and administers certain products in the United States through American Family Life Assurance Company of New York (“Aflac NY”) and Continental American Insurance Company.
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 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. References to the subsidiaries and affiliates of Aflac Incorporated, including Aflac and Aflac NY, include their respective successors and assigns.
AFL Stock Plan
The following questions and answers constitute the Plan.
Advantages and Disadvantages of Participating in the Plan.
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1.
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What are the advantages of the Plan?
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You may purchase shares through the Plan without having to pay any brokerage commissions or fees.
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You may elect to automatically reinvest all, a portion, or none of the cash dividends payable on your shares.
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You may deposit 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.
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Your funds are fully invested through the purchase of whole shares and fractional shares.
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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).
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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.
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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.
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2.
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What are the disadvantages of the Plan?
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You will not be able to precisely time your purchases through the Plan and will bear the market risk associated with fluctuations in the price of the stock pending investment of funds under the Plan. See Question 6 regarding the timing of the purchase of shares.
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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 stock pending the sale of your shares pursuant to the Plan. See Question 18.
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Funds held by the Administrator pending investment under the Plan are deposited in a non-interest-bearing account.
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Administration
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Who administers the Plan?
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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). Such purchases may be made by a broker chosen by the Independent Agent (which broker may be an affiliate of the Independent Agent or Aflac) and may be made on any securities exchange where shares of stock are traded, in the over-the-counter market, or in negotiated transactions. Additionally, the Administrator promptly forwards sales instructions to the Independent Agent. The Independent Agent is responsible for purchasing and selling shares of stock for your account in accordance with the provisions of the Plan.
The Administrator may be contacted by phone at 800.227.4756, by email at shareholder@aflac.com, or by mail at the following address: Shareholder Services, 1932 Wynnton Road, Columbus, Georgia 31999. Always include your shareholder account number or the last four digits of your taxpayer identification number (Social Security number) in all correspondence and a daytime telephone number where you can be reached during normal working hours.
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 at least once 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 address.
To avoid your account being deemed abandoned or lost:
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Vote your proxy each year (proxy materials are mailed each spring).
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Contact the Administrator to request your account be updated.
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Access your account online.
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Cash your dividend checks in a timely manner.
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Keep your mailing address current.
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:
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Our failure to terminate your account upon your death before we have received written notice of your death;
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The prices or times at which the Independent Agent purchases or sells shares of stock for your account; or
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Any loss or fluctuation in the market value after the purchase or sale of shares for your account.
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Eligibility and Enrollment
You can join the Plan if you are a resident in the United States. If you reside outside the United States, or its territories and possessions, you should determine whether you are subject to any governmental regulation prohibiting you from joining the Plan. Residents of Japan are not eligible to participate in the Plan.
If you currently own shares of 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 stock account. 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 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.
If you do not own shares of stock and are not an employee or associate, you may join the Plan by completing the Enrollment Form and making an initial cash investment of at least $1,000.
Employees are eligible to participate in the Plan immediately upon employment with a minimum investment of $50 per month automatically deducted from your paycheck.
Associates are eligible to participate in the Plan immediately upon being contracted with Aflac or Aflac NY with a minimum investment of $50 per month automatically deducted from your monthly accounting statement (or statements). Participants in the Bonus Plan will be enrolled in the Plan for the purpose of receiving bonus contributions awarded under the Bonus Plan. Once each month 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.
Pursuant to applicable laws in certain jurisdictions, shares offered under the Plan to persons who are not presently record holders of stock are offered only through a registered broker/dealer.
Share Purchases and Price
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5.
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What is the source of shares?
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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.
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When will shares be purchased through the Plan?
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Shares will be purchased within seven business days from the date we receive funds. No interest will be paid on funds held by the Administrator pending investment.
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How are payments with insufficient funds handled?
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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 redeem additional shares from your account to satisfy the uncollected balance.
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How is the price of shares purchased determined?
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Shares purchased from Aflac Incorporated will be the average of the high and low sale prices of Aflac Incorporated stock as reported by the NYSE 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.
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How will shares purchased under the Plan be credited to my account?
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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) 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
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10.
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How do optional cash payments work?
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By Check
You may deliver to the Administrator, a completed optional cash investment stub, which is attached to each statement you receive, or the optional cash form from our Internet site, along with your personal check or certified check made payable to “ AFL Stock Plan”. At minimum, your optional cash payment must be accompanied by your account number or the last four digits of your taxpayer identification number (Social Security Number).
CASH, THIRD PARTY CHECKS, OR MONEY ORDERS ARE NOT ACCEPTED.
Monthly Electronic Deductions
You may 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. You may set up an automatic debit by completing and signing an Optional Bank Draft Form and returning it to the Administrator. Or, you may submit a request online through our secure Internet line,
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linc®
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Once effective, funds will be drafted on the 25th day of each month (or, if the 25
th
day is not a business day, the first business day thereafter).
One-Time Online Bank Debit
You may authorize the Administrator to deduct a one-time debit from a U.S. checking, savings, or credit union account that is a member of the Automated Clearing House (“ACH”) network. You may submit a one-time debit request online through our secure internet line,
af
linc®
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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). All funds for investment must be in U.S. dollars. There is no obligation to make any optional cash investment.
Expenses
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What does it cost to buy and sell shares in the Plan?
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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 on the open market 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
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When will I receive a statement on my account?
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A statement will be mailed or delivered electronically when you have any balance activity. 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 shareholders. This may include annual reports, proxy material, consent solicitation material, and Internal Revenue Service ("IRS") information, if appropriate, for reporting income. All notices, statements, and other communications will be addressed to the latest address or email address of record; therefore, it is important that you promptly notify the Administrator of any change of address or email address.
Dividends
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13.
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Can my dividends be reinvested?
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You may reinvest all or a portion of cash dividends paid on shares registered in your name or in the Plan. 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.
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14.
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Can I have dividends that are not reinvested direct deposited?
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If you elect not to reinvest cash dividends, you can receive the non-reinvested cash dividends by electronic deposit to your designated bank, savings, or credit union account if it 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.
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Will I be entitled to stock dividends and splits?
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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 credited for shareholders who are not participants in the Plan.
Voting of Shares
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Will I have voting rights for the shares held in my Plan account?
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Yes. 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.