As filed with the Securities and Exchange Commission on November 25, 2014
Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Aflac Incorporated
(Exact name of registrant as specified in its charter)
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Georgia
(State or other jurisdiction of incorporation or organization)
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58-1167100
(I.R.S. Employer Identification Number)
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1932 Wynnton Road
Columbus, Georgia 31999
(706) 323-3431
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(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
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Audrey Boone Tillman
Executive Vice President and General Counsel
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)
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Copies to:
Michael P. Rogan, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, DC 20005
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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):
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Large accelerated filer T
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Non-accelerated filer £
(Do not check if a smaller reporting company)
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Accelerated filer £
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Smaller reporting company £
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE CHART
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Title of Each Class of Securities
to be Registered
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Amount to be
registered(1)(2)
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Proposed Maximum
Offering
Price Per
Unit(2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
(3)
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Deferred Compensation Obligations (1)
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$20,000,000
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100%
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$20,000,000 (2)
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$2,324
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(1)
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Unsecured general obligations of Aflac Incorporated to pay deferred compensation in accordance with the terms of the Aflac Incorporated Market Director Deferred Compensation Plan.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act of 1933, as amended.
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(3)
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In accordance with Section 6(b) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, the amount of the registration fee was determined by multiplying the proposed maximum aggregate offering price by 0.0001162.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Aflac Incorporated (“Aflac” or the “Registrant”) to register $20,000,000 in Deferred Compensation Obligations (as defined below) issuable under the Aflac Incorporated Market Director Deferred Compensation Plan (the “Plan”). Aflac is registering the Deferred Compensation Obligations under this Registration Statement because of uncertainty whether such Deferred Compensation Obligations would or should be considered “securities,” or be subject to registration, under the Securities Act of 1933, as amended (the “Securities Act”). The registration of the Deferred Compensation Obligations under this Registration Statement is not an admission by Aflac that the Deferred Compensation Obligations are securities or are subject to the registration requirements of the Securities Act.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428(b)(1) under the Securities Act and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I have been or will be delivered to the participants in the Plan as required by Rule 428(b).
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Aflac with the Securities and Exchange Commission are incorporated into this prospectus by reference:
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1.
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Aflac’s Annual Report on Form 10-K for the year ended December 31, 2013;
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2.
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Aflac’s Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014;
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3.
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Aflac’s Current Reports on Form 8-K filed on February 11, 2014, February 14, 2014, May 8, 2014, August, 15, 2014, September 29, 2014, October 24, 2014 and November 7, 2014; and
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4.
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The description of Aflac’s 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 Aflac offers the Plan, Aflac also incorporates by reference additional reports, proxy statements and other documents that it may file with the Securities and Exchange Commission after the date of this Registration Statement 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).
Item 4. Description of Securities.
The obligations of Aflac under the Plan (the “Deferred Compensation Obligations”) that are registered hereunder are unsecured obligations of Aflac to pay deferred compensation in the future in accordance with the terms of the Plan. The Plan is included as Exhibit 99.1 to this Registration Statement. Such Exhibit sets forth a description of the Deferred Compensation Obligations and is incorporated in its entirety in this Item 4 pursuant to Rule 411(b)(3) under the Securities Act.
No participant under the Plan shall have any preferred claim to, or any beneficial ownership interest in, any assets that are subject to the Plan. All such assets are subject to the claims of the creditors of Aflac until they are paid to the participant in accordance with the terms of the Plan.
Item 5. Interests of Named Experts and Counsel.
The validity of the Deferred Compensation Obligations described herein has been passed upon for Aflac by Audrey Boone Tillman, Executive Vice President and General Counsel of Aflac. Ms. Tillman owns shares of, and certain rights to acquire shares of, the Registrant’s common stock.
Item 6. 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 in connection with a proceeding by or in the right of the corporation (other than for reasonable expenses) if it is determined that the director has not met the relevant standard of conduct or with respect to conduct for which he or she was adjudged liable on the basis that a personal benefit was improperly received by him or her, whether or not involving action in his or her official capacity. The Georgia Business Corporation Code additionally prohibits indemnification of an officer for liability arising in connection with appropriation of a business opportunity of the corporation, intentional or knowing violation of law, improper distributions or improper personal benefit.
Aflac’s articles of incorporation provide that, to the fullest extent permitted by Georgia law, as the same exists or may be hereafter amended, no director of Aflac shall be personally liable to Aflac for monetary damages for any breach of the duty of care or other duty as a director, provided that Aflac’s articles of incorporation do not limit or eliminate liability for (i) a breach of duty involving an appropriation of a business opportunity of Aflac; (ii) an act or omission not in good faith or involving intentional misconduct or a knowing violation of law; (iii) any action for which a director could be found liable pursuant to Section 14-2-154 of the Georgia Business Corporation Code, or any amendment or successor provision of such section; and (iv) any transaction from which the director derived an improper personal benefit. In addition, a director’s liability will not be limited as to any payment of a dividend or approval of a stock repurchase that is illegal under Section 14-2-640 of the Georgia Business Corporation Code.
Aflac maintains (i) director and officer liability insurance that provides for indemnification of the directors and officers of Aflac and of its majority-owned subsidiaries and (ii) company reimbursement insurance that provides for indemnification of Aflac and its majority-owned subsidiaries in those instances where Aflac and/or its majority-owned subsidiaries indemnified its directors and officers.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
Below is a list of the exhibits filed or incorporated by reference as part of this Registration Statement.
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Exhibit No.
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Description of Exhibit
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5.1
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Opinion of Audrey Boone Tillman, Esq.
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15.1
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Letter from KPMG LLP regarding unaudited interim financial information
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Audrey Boone Tillman, Esq. (included in opinion filed as Exhibit 5.1 hereto)
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24.1
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Power of Attorney (set forth on the signature page hereof)
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99.1
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Aflac Incorporated Market Director Deferred Compensation Plan
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Item 9. Undertakings.
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, represent 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 Securities and Exchange 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; and
(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 (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those clauses is contained in reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this 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 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.
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, 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and 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, 2014.
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Aflac Incorporated
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Dated: November 25, 2014
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By:
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/s/ Daniel P. Amos
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Daniel P. Amos
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Chief Executive Officer,
Chairman of the Board of Directors
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SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers, directors and authorized representatives of Aflac Incorporated, hereby severally constitute and appoint Audrey Boone Tillman 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, any and all pre-effective and post-effective amendments to the Registration Statement on Form S-8 filed herewith, and any subsequent Registration Statement for the same offering which may be filed under Rule 462(b), 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 our said attorneys, or his or her substitute or substitutes, to any and all amendments to said Registration Statement or to any subsequent Registration Statement for the same offering which may be filed under Rule 462(b).
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.
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Signature
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Title
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Date
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/s/ Daniel P. Amos
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Chief Executive Officer,
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November 25, 2014
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Daniel P. Amos
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Chairman of the Board of Directors
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/s/ Kriss Cloninger III
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President, Chief Financial Officer,
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November 25, 2014
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Kriss Cloninger III
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Treasurer and Director
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/s/ June Howard
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Senior Vice President, Financial
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November 25, 2014
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June Howard
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Services, Chief Accounting Officer
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/s/ Paul S. Amos II
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Director
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November 25, 2014
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Paul S. Amos II
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/s/ W. Paul Bowers
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Director
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November 25, 2014
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W. Paul Bowers
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/s/ Elizabeth J. Hudson
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Director
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November 25, 2014
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Elizabeth J. Hudson
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/s/ Douglas W. Johnson
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Director
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November 25, 2014
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Douglas W. Johnson
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/s/ Robert B. Johnson
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Director
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November 25, 2014
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Robert B. Johnson
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/s/ Charles B. Knapp
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Director
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November 25, 2014
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Charles B. Knapp
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/s/ Barbara K. Rimer
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Director
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November 25, 2014
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Barbara K. Rimer
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/s/ Melvin T. Stith
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Director
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November 25, 2014
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Melvin T. Stith
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/s/ David Gary Thompson
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Director
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November 25, 2014
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David Gary Thompson
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/s/ Takuro Yoshida
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Director
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November 25, 2014
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Takuro Yoshida
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EXHIBIT INDEX
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Exhibit No.
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Description of Exhibit
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5.1
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Opinion of Audrey Boone Tillman, Esq.
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15.1
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Letter from KPMG LLP regarding unaudited interim financial information
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23.1
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Consent of KPMG LLP
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23.2
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Consent of Audrey Boone Tillman, Esq. (included in opinion filed as Exhibit 5.1 hereto)
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24.1
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Power of Attorney (set forth on the signature page hereof)
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99.1
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Aflac Incorporated Market Director Deferred Compensation Plan
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Market Director Deferred Compensation Plan
Summary Highlights
2014
This document constitutes part of a prospectus relating to $20 million of deferred compensation obligations. The obligations are being offered to certain eligible employees who elect to participate in the Aflac Incorporated Market Director Deferred Compensation Plan.
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS
COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933.
December 1, 2014
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AFLAC INCORPORATED MARKET DIRECTOR DEFERRED COMPENSATION PLAN
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TABLE OF CONTENTS
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Page No.
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Introduction
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2
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General Information About the MDDCP and Administration
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Highlights of the MDDCP
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3
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Federal Income Tax Consequences
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13
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PROSPECTUS
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_____________
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Incorporation of Documents by Reference
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14
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Description of Investment Funds
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18
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You may contact Milliman to make investment election changes in any of the following ways:
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December 1, 2014
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By internet:
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www.millimanbenefits.com
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By toll-free telephone:
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1-866-767-1212
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By Webchat or email:
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www.millimanbenefits.com
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The Aflac Incorporated Market Director Deferred Compensation Plan (referred to in this booklet as the Plan or the MDDCP) is a nonqualified deferred compensation plan provided by Aflac Incorporated (referred to in this booklet as the Company or Aflac) to allow a select group of management or highly compensated employees an opportunity to save a portion of their pay, either on a short-term basis or for their retirement years, on a favorable tax basis. Companies participating in the MDDCP include Aflac and its designated affiliates (which are collectively referred to in this booklet as the Participating Companies).
This booklet is intended to inform you of the relative risks and benefits of contributing to the MDDCP, and is part of the prospectus for the Plan. This prospectus describes the way the MDDCP operates, as well as describing important limitations on withdrawals from the Plan. In connection with this Prospectus, a total of $20 million deferred compensation obligations are registered for offer and issuance under the MDDCP.
GENERAL INFORMATION ABOUT THE MDDCP AND ADMINISTRATION
If you have any questions about the MDDCP, you may contact:
Human Resources
Aflac Incorporated, Worldwide Headquarters
1932 Wynnton Rd.
Columbus, GA 31999
Telephone: 706-243-0618
Facsimile: 706-596-3788
Milliman serves as record keeper for the MDDCP. For details regarding your account activity and current elections, including investment elections, contact Milliman:
By internet:
www.millimanbenefits.com
By toll-free telephone:
1-866-767-1212
By Webchat or email:
www.millimanbenefits.com
These Highlights provide a brief summary of the MDDCP provisions. The official, complete plan documents govern all aspects of the MDDCP’s operation and administration. The MDDCP is on file with the Administrative Committee and in the Company’s filings with the Securities and Exchange Commission, and copies may be obtained upon request from Aflac’s Employee Benefits Department, P.O. Box 5248, Columbus, Georgia, 31906-0248.
What is the purpose of the MDDCP?
No asset is more important to Aflac than our employees. Aflac provides the MDDCP to allow highly valued members of our sales team an opportunity to save money – whether for short-term goals or for their retirement years – on a favorable tax basis, above the limits that apply to Aflac’s 401(k) plan. The MDDCP is an unsecured promise by the Company to provide specified benefits at a future date. This Plan allows you to:
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Get an immediate tax break;
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Accumulate more savings for retirement on a tax-advantaged basis than Aflac’s 401(k) plan permits;
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Save money on a shorter-term basis for personal goals with potential tax advantages over regular, after-tax personal savings;
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Defer taxation on deemed investment income and gains that are credited to deferred amounts; and
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Potentially enjoy higher equivalent rates of return than on personal after-tax savings.
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What type of plan is the MDDCP?
The MDDCP is a nonqualified deferred compensation plan designed to benefit a select group of management and highly compensated employees. As a nonqualified deferred compensation plan, the MDDCP is subject to the restrictions of Section 409A of the Internal Revenue Code, which restricts things like the timing of deferral elections, changes to deferral elections, the timing of payments, and changes to the timing of payments. The MDDCP is considered exempt from most provisions of the Employee Retirement Income Security Act, other than the enforcement provisions. Although Aflac may set aside money to pay benefits under the Plan, the money is always subject to the claims of Aflac’s general creditors in the event of bankruptcy.
How does the MDDCP differ from Aflac’s 401(k) plan?
In many respects, this Plan is similar to Aflac’s 401(k) plan; for example: you may elect to defer a portion of your pay; federal and state income taxes on deferrals and investment returns are deferred until distributed; and there are a variety of investment options. Aflac may make matching contributions or other company contributions for you. However, there are some important differences between this Plan and Aflac’s 401(k) plan that you should understand before deciding to participate. See page 15 for a chart comparing the plans. We recommend that you consult your personal financial and tax advisors to help you determine what level of participation best fits within your personal financial plan.
ELIGIBILITY
Am I eligible to participate in the MDDCP?
You are eligible to participate in the MDDCP if you:
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are a U.S.-based employee of a Participating Company;
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you hold the title of Market Director or Assistant Market Director;
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are employed in a sales function; and
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are not an officer of a Participating Company
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You may also become eligible to participate if Aflac’s Chief Executive Officer (CEO) selects you as a participant, even if you do not meet the above requirements.
When is my participation effective?
You will become eligible to participate in the MDDCP on the first day of the calendar month that occurs on or after the date you first meet the eligibility requirements described above.
The MDDCP became effective September 30, 2014, and Aflac may begin making discretionary company contributions for eligible participants as of that date. Beginning in 2015, eligible participants will be able to make employee contributions from their base pay and bonuses, and Aflac may begin making matching contributions.
Will I be eligible to make contributions to the MDDCP for future Plan Years?
Each year, if you meet the eligibility requirements on January 1, you will be eligible to participate for the entire calendar year, even if your status changes during the year so that you would no longer meet those requirements. However, if you do not meet the eligibility requirements at the beginning of any calendar year, you will not be able to participate for that year.
CONTRIBUTIONS
What is the limit on my contributions to the MDDCP?
You may contribute up to 75% of your base pay to the MDDCP. In addition, you may contribute up to 100% of your annual bonus payable under the Aflac Sales Incentive Plan, Market Segmentation Bonus Plan or any other annual sales-based bonus plan.
These contributions will be deducted automatically from your pay each pay period before any federal income taxes are withheld, although the amount of your contribution may be reduced if necessary to cover required Social Security and Medicare tax withholdings. Unless required by law, state and local income taxes will not be deducted. In most cases, only Social Security and Medicare taxes will be withheld from your base pay and bonus deferrals under the Plan.
How do I make an election to contribute?
New Participants. If you first become eligible during a year, you may make a base pay deferral election within 30 days of first becoming eligible to participate. This 30-day period does not apply if you
participated in the MDDCP, the Aflac Executive Deferred Compensation Plan (EDCP) or another nonqualified account balance plan maintained by Aflac within the previous 24 months. Also, you may not make a bonus deferral election mid-year, even if you are a new participant. If you make a timely base pay deferral election, your deductions will begin with the second payroll period that begins after the end of the 30-day election period.
Ongoing Participation. After the initial election, or if the 30-day period does not apply, you may only make base pay and bonus deferral elections for a given calendar year by making an election during the annual enrollment period before the beginning of the calendar year. The election you make will apply to your base pay for the upcoming year and to your bonus that is earned during the upcoming year, which may be paid in the following year. You must submit a new election for each year to continue participating in the MDDCP – your elections will not carry over into the next year.
IMPORTANT: On the deadline for making the contribution election for an upcoming calendar year, the election is irrevocable in most cases.
When will my contributions end?
If you do not submit a deferral election during any annual enrollment period, your base pay and bonus earned in the next calendar year will not be deferred. In addition, deferral elections may terminate at the Administrative Committee’s discretion if you have an unforeseeable emergency, or may automatically terminate because you have taken a hardship withdrawal from Aflac’s 401(k) plan. Also, if you “separate from service” with Aflac and its affiliates during the year, your deferrals will be discontinued. Otherwise, deferral elections are generally irrevocable after the election periods described above.
What will happen to my deferral election if I terminate employment?
If you “separate from service” with Aflac and its affiliates (as described below), your deferrals will stop. You may make a new election to defer under the MDDCP in the next open enrollment period if you are later rehired as an eligible employee.
What will happen to my deferral election if I change positions?
If you change jobs and are no longer eligible under the MDDCP, your deferrals will continue through the end of the year (including with respect to the bonus you earn that year that are paid in the following year). Beginning with the next calendar year, you will no longer participate in the MDDCP, until you return to an eligible position.
Will Aflac make any company contributions?
Aflac may make matching contributions and discretionary company contributions at its discretion.
ACCOUNTS AND VESTING
Will I have an account in the MDDCP?
When you begin participating in the MDDCP, a bookkeeping account will be established for you. Your account will be segregated into sub-accounts for each account type, as may be appropriate for the
record-keeping of the Plan. You will have a separate subaccount for each contribution type with a distinct distribution election.
Any activity, such as contributions withdrawals and earnings, will be applied to your bookkeeping account. As described below under the heading “INVESTMENTS,” your account balance will also be adjusted for investment gains and losses (whether realized or unrealized) each business day, based on the value of investment funds you select from among the funds offered under the MDDCP. However, there is no actual investment account for you under the MDDCP, and your account and investments consist solely of bookkeeping entries.
When will I be vested?
You are always fully vested in your salary and bonus deferrals. Other matching and discretionary contributions that Aflac makes from time to time will vest as determined by Aflac at the time the contribution is made. The vesting conditions will be communicated to you if you become eligible to receive one of those contributions. If there is a change in control of the Company, all contributions made prior to the change in control will become fully vested.
What if I leave employment before becoming fully vested?
If you leave employment with Aflac and its affiliates before becoming fully vested under the MDDCP, any unvested portion of your account will be forfeited.
Are there other circumstances when my account may be subject to offsets or deductions?
Your account may be reduced to satisfy tax withholding requirements. In addition, your account may be offset by amounts that you owe to Aflac and its affiliates in certain circumstances.
When will I get an account statement?
You may view or download your daily account activity at any time by logging on to millimanbenefits.com. Following each calendar quarter an account statement will be posted to millimanbenefits.com and will be available online at any time. You may also choose to receive a written statement of your account to be mailed to you each calendar quarter by opting out of eCommunications.
WITHDRAWALS AND DISTRIBUTIONS
When may I receive a hardship withdrawal?
You may be eligible for an in-service hardship withdrawal from your vested account balance if you have an “unforeseeable emergency” resulting in a “severe financial need.” To qualify for a hardship withdrawal, the following criteria must be met:
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(i)
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Aflac’s Administrative Committee must determine a hardship exists and meets the criteria;
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(ii)
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the hardship withdrawal must be limited to the amount necessary to cover the immediate need;
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(iii)
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the amount must not be reasonably available from other sources; and
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(iv)
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the unforeseeable emergency must be
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a.
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the sudden and unexpected illness or accident of you, your dependents or your beneficiary,
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b.
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the loss of your property due to casualty, or
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c.
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another similar extraordinary and unforeseeable circumstance arising as a result of events beyond your control.
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To the extent that your emergency could be relieved by insurance, liquidation of your assets (if the liquidation itself would not cause a severe financial hardship) or ceasing your deferrals under the MDDCP, you may not receive a hardship withdrawal. Unforeseeable emergencies do not include the need to send your child to college or the desire to purchase a home. You should note that an unforeseeable emergency is not the same as the reasons for a hardship withdrawal from Aflac’s 401(k) plan.
When can I get a distribution of my benefits?
When you enroll each year, you elect how and when you want your contributions for that year to be distributed, subject to the delay for certain officers described below. You may choose the following:
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You may apply your prior year’s election to new contributions for the upcoming year.
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You may make a new election applicable to all contributions for the upcoming year, or
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You may be allowed to make separate elections regarding payment of each contribution type (base pay deferrals, bonus deferrals, matching contributions and discretionary contributions) for each year.
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Your payment elections must be made at the same time that you elect the amount of base pay and bonus you would like to defer for the year (generally during open enrollment). For any deferrals for which you do not make a payment date election, your payment will be made upon “separation from service.”
You may choose to receive payment:
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upon “separation from service,” or
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on a specified calendar date that is after the next calendar year following the year of the deferrals.
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For example, for base pay contributions made during 2015, you could elect to receive payment on a specified date in 2017 or any later year. If you elect a specified date, your payment will be made on that date regardless of your employment status. The specified payment dates allow you to save money under the MDDCP for specific personal goals, such as college savings or for a down payment on a new home, and receive distribution at the specified time rather than receiving payment at termination of employment or retirement. With this feature, you may be able to take advantage of the tax savings under the Plan for amounts you would otherwise set aside in personal savings on an after-tax basis.
For each year, you may also make a separate payment election for your salary deferral and bonus deferral contributions made with respect to that year. Aflac may also permit you to make separate elections for each type of bonus you earn during the year.
Aflac may also allow you to make a separate payment election for any matching contributions made to your account. If you are not permitted or do not make a separate payment election for any matching contributions made for a year, those matching contributions and related earnings will be distributed at the same time as the base pay or bonus deferrals to which such matching contributions relate.
Any discretionary contributions and related investment earnings will be distributed as designated by the CEO when the discretionary contributions are granted to you. If the CEO does not designate a payment method for a discretionary contribution grant, you may be allowed to make a payment election before the beginning of the year, or before the services that relate to the discretionary contribution began. Otherwise, payment of your discretionary contributions will default to lump sum at separation.
For each type of contribution for which you make a separate payment election, you may select a “primary payment date” that will determine when the balance of your account with respect to such contributions will be distributed. If you do not elect another date, your primary payment date will be when you separate from service with Aflac and its affiliates. You may also elect one additional payment date for each type of contribution for a calendar year. You must designate a dollar amount (not a percentage of the relevant portion of your account) that will be paid on the additional payment date. (Your payment will never exceed the portion of your account subject to the election.) Your additional payment date will never be later than the date on which the remaining balance of your account is required to be distributed under your primary payment date election, and if the additional payment date would otherwise occur after the final payment under your primary payment date election, your additional payment date will be accelerated.
Payment Date Election Example: For 2016, assume you elect to contribute 20% of your annual base pay of $150,000 to the Plan. At the time you make your deferral election, you elect your separation from service as the primary payment date for your 2016 base pay contributions, and you also elect to receive a fixed-dollar payment of $10,000 in 2025. If you separate from service in 2022, because your separation from service is your primary payment date, your entire account, including the $10,000 that you would have otherwise received in 2025, will be paid upon your separation from service.
In choosing a payment election for your contributions under the Plan, you should consider the purpose of the savings and when you will need the money. Because there is limited ability to make changes in your payment elections (see Can I change my payment date or my form of payment? below) and you cannot access your money earlier than the payment date you originally elect except in the case of an unforeseeable emergency, you should consider your elections carefully.
What special distribution restrictions apply to officers of the Company?
If you are a “key employee” (generally, the 50 highest paid officers of the Company worldwide), if a distribution from your account is scheduled to be paid on separation from service, the distribution will be postponed until the 6-month anniversary of separation from service. If payment is made on a specified calendar date, the 6-month delay does not apply. The 6-month delay does not apply to distributions to your beneficiary upon your death.
What is “separation from service”?
Separation from service generally means that your services with Aflac permanently decrease to a rate less than 50% of the rate you were previously working. For example, if you were previously working 50 hours per week and you and Aflac agree to reduce your work schedule, on a permanent basis, to 25 hours per week, you will not be considered separated from service and distributions would not be triggered. However, if your work schedule was instead reduced to 24 hours per week, you would be considered separated from service and a distribution would be triggered even though you did not terminate employment. Your services both as an employee and as an independent contractor are taken into account in applying this rule, so if you terminate employment with Aflac but continue to work as an independent contractor, you may not be considered separated from service.
You will also be considered separated from service if you remain on a leave of absence (without a statutory or contractual right to return to employment) for more than 29 months if you are disabled or for more than 6 months if you are not disabled. If you have a statutory or contractual right to return to employment, you will be considered separated from service if you remain on a leave of absence both beyond the applicable 6-month or 29-month period, and past the period during which you have a right to return to employment.
What methods of payment are available for my benefits?
For each payment date selected with respect to a contribution type for a year, you have the option of taking your distribution in the following forms:
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A single lump sum cash payment; or
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Up to ten approximately equal annual installments.
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For any contributions for which you do not make a payment form election, your payment will be made in a single lump sum.
Form of Payment Election Example: For 2016, assume you wish to save an additional 10% of your base pay for retirement above what you may contribute to Aflac’s 401(k) plan, and you wish to save your entire annual bonus toward payment of college for your child who will graduate from high school in 2019. Also assume that you think you might retire at age 60. You could elect to defer 10% of your base pay, and receive payment on the date you reach age 60. You could elect to defer 100% of your bonus, and elect to receive your bonus deferrals in four annual installments beginning in 2019.
Can I change my payment date or my form of payment?
You may make as many changes as you wish to the form of payment and/or payment date for any year’s contributions, but the following significant restrictions apply to your ability to make changes:
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First -
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Your modified election will not take effect for 12 months after the request to change is made. Therefore, if your payment is triggered in the 12-month period following the change request, the request to change will not take effect.
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Second -
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Payment of each sub-account that is modified must be deferred for a period of at least 5 years from the date the previous payment would have commenced.
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Third -
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You may not elect a payment date that is, or could be, earlier than the payment date that applied previously.
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Payment Election Change Example: A Participant in the MDDCP who is not a “key employee” elects to receive distribution of her 2015 base pay deferrals in ten annual installments upon her separation from service. On March 15, 2017, the Participant determines that she would rather receive a lump sum cash payment of her 2015 base pay deferral accounts and that she does not want to get paid earlier than 2023. The participant submits an election form on March 15, 2017, to receive her 2015 base pay deferral in a lump sum on the later of January 1, 2023, or, because the original payment date must be delayed at least 5 years, 5 years after separation from service.
Because the modification will not be effective for 12 months (until March 15, 2018), if the Participant separates from service before March 15, 2018, she will receive her 2015 base pay deferral account upon separation from service in ten annual installments as if she had not elected to modify her distribution election.
If the Participant continues to be employed on or after March 15, 2018, her modification will take effect. Assume the Participant separates from service on June 30, 2018. Under the original election, her installment payments would have commenced at that time. However, her lump sum payment is deferred for 5 years from separation from service or until January 1, 2023, if later. Therefore, the Participant will receive a single lump sum payment of her 2015 base deferral account on January 1, 2023.
Are there any circumstances when my payment election will not apply?
Cashout of Small Accounts. If your vested account balance is less than $25,000 when you separate from service, you will automatically receive payment of your entire vested account within 90 days after separation from service regardless of your election. (if you are a “key employee,” payment will be delayed six months after separation from service). The Administrative Committee also may distribute portions of your account in its discretion if they are below the dollar limit on annual pre-tax contributions to the Aflac 401(k) plan.
Change in Control. If you separate from service within one year following a change in control of the Company, you will receive your vested account balance in a lump sum payment immediately upon separation from service, subject to the 6-month delay if you are a key employee, regardless of your previous election. If you have made any elections to change the timing or form of payment that delayed the payment of all or a portion of your account for 5 years as described above, your change in control payment will also be delayed 5 years.
6-month Delay. If you are a “key employee,” and you are to be paid upon separation from service, no payment of your account will be made for the first six months following separation from service, except payments to your beneficiary upon your death. Key employees are generally the 50 highest paid officers of the Company worldwide.
Other Provisions. Payments may also be made other than as elected if necessary to comply with a domestic relations order or if necessary to satisfy income tax obligations resulting from a failure to comply with Section 409A of the Internal Revenue Code.
What death benefits are paid under the MDDCP?
If you die, your beneficiary or beneficiaries will receive your entire remaining vested account balance in a single payment.
In what form will my distribution be paid?
All distributions will be made in cash.
What fees will I be charged for my distribution?
A processing fee of $35 will be deducted from the proceeds of your distribution.
INVESTMENTS
What are my investment choices under the MDDCP?
You may elect deemed investments that will be used to adjust the value of your account for earnings and losses. You may choose the percentage of your account to be deemed invested in each of the Plan’s investment funds. A list of the current funds available under the Plan, along with a description of each fund, historical performance data and the prospectus for each fund, is available on millimanbenefits.com. You may make investment elections as to existing account balances, as well as for future contributions, in accordance with the Plan’s procedures. To the extent a trust has been established (see below), the Plan’s Administrative Committee has sole discretion regarding the investment of funds in the trust, and may not follow your investment direction. However, your account in the MDDCP will be credited with earnings and losses as if your investment directions were followed.
You may change your investment elections on a daily basis by contacting Milliman:
By internet:
www.millimanbenefits.com
By toll-free telephone:
1-866-767-1212
By Webchat or email:
www.millimanbenefits.com
How will my account be invested if I do not make an election?
If you do not make an investment election for your account under the MDDCP, your account will be deemed invested in the T. Rowe Price Balanced Fund.
Is there a trust fund for the MDDCP?
Aflac has established a “rabbi” trust to set aside money to pay benefits under the MDDCP, and Charles Schwab Bank serves as trustee of the MDDCP’s related trust. Although the amounts contributed to the MDDCP are held in the trust, because of the funding prohibition under Federal tax law for this type of plan, these amounts remain subject to the claims of Aflac’s general creditors in the event of Aflac’s bankruptcy or insolvency. You do not have any special right to the money in the trust. However, the trust assets may not be used by Aflac other than in the event of its bankruptcy or insolvency. In the event of a change in control of the Company, the trust must become fully funded for all account balances current at the time of the change in control. Contributions may not be made to the trust during any period when the Aflac Incorporated Pension Plan is considered “at-risk.”
ADMINISTRATION
How is the MDDCP administered?
The Administrative Committee designated by the CEO has overall responsibility for the operation and administration of the MDDCP. Currently, all of the members of the Administrative Committee are employees of Aflac. The Administrative Committee has the sole discretion and authority to interpret the provisions of the MDDCP, including determinations as to eligibility, amounts of benefits payable, and the resolution of all factual questions arising in connection with the administration of the MDDCP. Milliman serves as record keeper for the MDDCP. To contact Milliman, see “General Information about the MDDCP and Administration” above.
Can I transfer or assign any MDDCP benefits to another person?
Your interest in the MDDCP cannot be sold, assigned or transferred before distribution, except pursuant to a qualified domestic relations order.
Can the MDDCP be amended or terminated?
Although Aflac intends to continue the MDDCP indefinitely, Aflac reserves the right to amend or terminate (in whole or in part) or to discontinue contributions to the MDDCP at any time. In addition, each Participating Company reserves the right to terminate its participation in the MDDCP, even if the MDDCP continues to operate for other Participating Companies. However, no amendment to or termination of the MDDCP may reduce the value of your account (subject to any investment losses that may occur in connection with the termination). If the Plan is terminated, all accounts will become fully vested.
How do I make a claim for MDDCP benefits?
Most questions about your eligibility for benefits or benefit amounts can be resolved quickly and informally. However, if you disagree with the response from Milliman or the Employee Benefits Department, you may refer your question, claim or grievance (referred to as a claim) in writing to the MDDCP’s Administrative Committee. Any claim must be submitted within 2 years, beginning on (i) the date of your lump sum payment in the case of an issue regarding the lump sum payment, (ii) the date of the first installment, in the case of any issue regarding your installment payments, or (iii) the date on
which the action complained of occurred in all other cases. If you do not submit your claim within this period, you will lose your right to pursue the claim.
The Administrative Committee will usually respond to your claim within 90 days of receiving it. If there are special circumstances that require an extended period to review your claim, the Administrative Committee will give you a written notice of extension explaining the reasons for the extension and the date by which it expects to give you a decision, which will not be more than 180 days after the Administrative Committee originally received your claim. If your claim is denied, the Administrative Committee will set forth in writing the specific reasons for the denial and describe the MDDCP’s review procedures, including your right to bring a civil action under the Employee Retirement Income Security Act of 1974 (ERISA) if your claim is denied on appeal. Reference to the MDDCP provisions upon which the denial was based will be included. If possible, the Administrative Committee will tell you how to perfect your claim.
If you are not satisfied with the reasons given for the denial of your claim, you then have 60 days from receipt of the denial during which you may submit to the Administrative Committee (1) written notice that you are appealing the denial of your claim, (2) a statement of your position and (3) any further information which you feel will establish your rights to the benefit or benefits claimed.
You will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to your claim, as determined under applicable regulations. The Administrative Committee will completely review your appeal, taking into account all comments, documents, records and other information you submitted without regard to whether the information was submitted or considered in the initial benefit determination.
The Administrative Committee will make a final decision, and present the decision to you in writing generally within 60 days of receipt of your appeal. If there are special circumstances that require an extended period to review your appeal, the Administrative Committee will give you a written notice of extension explaining the reasons for the extension and the date by which it expects to give you a decision, which will not be more than 120 days after the Administrative Committee received your appeal. If the decision is unfavorable, the notification you receive will explain the reasons for the denial and the MDDCP provisions used to arrive at the decision, and will include a statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits (as determined under applicable regulations).
If your claim is denied in whole or in part upon appeal, you will have 90 days to bring suit in Federal court to pursue the claim. Otherwise, your suit will be precluded.
The Administrative Committee has the sole authority to interpret the provisions of the MDDCP, to determine eligibility for benefits, to determine amounts of benefits payable and to resolve all factual questions arising in connection with the administration of the MDDCP. The decisions of the Administrative Committee are conclusive and binding on all participants.
FEDERAL INCOME TAX CONSEQUENCES
For federal income tax purposes, the Company intends that the MDDCP be an unfunded, nonqualified deferred compensation plan. Under present law, regulations and interpretations, participation in the
MDDCP will have the following federal income tax consequences, assuming continued qualification and administration in accordance with the requirements of the Code:
THIS DISCUSSION OF FEDERAL INCOME TAX CONSEQUENCES IS INTENDED ONLY AS A SUMMARY OF SOME OF THE MORE GENERALLY APPLICABLE FEDERAL INCOME TAX RULES. NO ATTEMPT HAS BEEN MADE TO DISCUSS SPECIAL PROVISIONS THAT MIGHT BE APPLICABLE IN A PARTICULAR SITUATION. THIS DISCUSSION DOES NOT ADDRESS STATE, CITY OR LOCAL TAX ISSUES. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR TO DETERMINE THE SPECIFIC TAX CONSEQUENCES OF YOUR CONTRIBUTIONS TO AND DISTRIBUTIONS FROM THE MDDCP.
Contributions. Your salary and bonus deferrals and any company contributions to the MDDCP will not be subject to federal income taxes for the year in which they are made to the MDDCP. However, contributions will be subject to Social Security and Medicare taxes for the year in which they are contributed to the MDDCP, or in the year in which they become vested, if later. All contributions will be taxable to you for the taxable year in which they are distributed. These contributions will not be deductible by Aflac until the year in which they are distributed.
Earnings. The earnings attributable to all contributions to the MDDCP will not be subject to federal income taxes until the taxable year in which they are distributed to you. Once contributions have been subject to Social Security and Medicare taxes (the year in which they are contributed, or the year to which they become vested, if later), any additional earnings on those amounts will not be subject to Social Security and Medicare taxes when distributed from the Plan.
Distributions. Distributions from your account generally will be taxable as ordinary income in the year of distribution.
Compliance with Internal Revenue Code Section 409A. As stated above, the MDDCP is subject to the restrictions of Internal Revenue Code Section 409A, and is designed to comply with those restrictions. However, in the event that an error is made in the form of the Plan or operation, and a violation of Section 409A results, you may be subject to an additional 20% penalty tax, accelerated inclusion of deferred amounts in your income, and an interest penalty on the taxes at a higher rate than would ordinarily apply under IRS rules. Any time you believe you may be due to receive a distribution from the MDDCP, you should notify Aflac as soon as possible to avoid any delays that may result in these penalties.
Nonqualified Status. The MDDCP is not considered qualified under Section 401(a) of the Internal Revenue Code.
INCORPORATION OF DOCUMENTS BY REFERENCE
The documents listed below, and any future filings made with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 until the Company files a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are hereby incorporated by reference into this prospectus:
(1) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013;
(2) All other reports filed by the Company under Section 13(a) or 15(d) of the Exchange Act since December 31, 2013.
The Company will provide without charge to each person to whom this document is delivered, at the written or oral request of such person, a copy of any and all of the documents incorporated herein by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference into the foregoing documents). The Company also will provide without charge upon request a copy of the Company’s latest Annual Report to Shareholders. If the Company otherwise has furnished a copy of the Company’s latest Annual Report to Shareholders, it need not be redelivered, but upon your written or oral request, another copy will be furnished promptly. Requests for additional information should be directed to:
Director of Investor Relations
Aflac Incorporated, Worldwide Headquarters
1932 Wynnton Rd.
Columbus, GA 31999
A Comparison to Aflac’s 401(k) Plan
Many features of the MDDCP are similar to Aflac’s 401(k) plan, but there are some differences, most notably with flexibility and risk. This chart highlights some of the similarities and differences.
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401(k) Plan
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MDDCP
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Pre-Tax
Deferral
Limits
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● $18,000 for 2015
● $24,000 for those age 50 and over in 2015
● May be less due to discrimination testing
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● Up to 75% of your regular base pay
● Up to 100% of your Annual Bonus
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Changing Deferrals
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● May change contribution percentage at any time during the year
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● May only be changed or revoked during open enrollment before the beginning of the year
● Annual bonus deferrals must be made 6 months before the year in which the bonus is earned
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Matching Contribution
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● Company matches 50% of first 6% of compensation deferred
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● Discretionary
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Employer Discretionary Contributions
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● Discretionary
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● Discretionary
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Tax-Deferred Status
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● Savings and investment earnings are tax-deferred until withdrawn or paid
● Once you have terminated employment, distributions must begin at age 70½
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● Deferrals and investment earnings are not subject to income taxes until distributed
● Deferrals and vested company contributions are subject to Social Security and Medicare taxes
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Access to Your Money
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● Loans are available, to be repaid with interest
● In-service withdrawals permitted upon financial hardship for specific needs
● In-service withdrawals permitted any time after age 59½
● Withdrawals before age 59½ may result in a 10% penalty tax
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● No loans permitted
● Penalty-free scheduled distributions available while employed, but time of withdrawal must be chosen in advance;
● Unscheduled withdrawals are not permitted (except for unforeseeable hardship);
● Changes to payment timing are limited, and earlier payment is generally not allowed
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Portability
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● You may roll your balance over to an IRA or other qualified plan
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● No rollover is available
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401(k) Plan
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MDDCP
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Distribution Options at Termination
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● Lump sum (partial withdrawals and installments are also available to retirement-eligible participants)
● If distributed before age 59½, a 10% penalty tax may apply
● You may delay distribution after termination and decide when you want to receive payment
● You may achieve flexibility in payment timing by rolling over to an IRA
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● Lump sum or annual installment payments over a designated number of years available
● No penalty on termination withdrawals at any age
● May delay distribution until after termination, but time of payment must be designated in advance
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Investing
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● You specify among different investment options
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● You specify among different deemed investment options
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Risk
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● Investment risk based on fund selection and market performance
● No risk of being an unsecured creditor
● Benefit held in trust and isolated from credit risk of Company
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● Investment risk based on fund selection and market performance
● Additional risk of being an unsecured creditor
● Benefit held in trust, but still subject to credit risk of Company
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DESCRIPTION OF INVESTMENT FUNDS
Detailed summary sheets for the investment options under the MDDCP can be viewed online at www.millimanbenefits.com:
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On the millimanbenefits.com home page, enter your User ID and Password. If you have already created a User ID for access to the Aflac Incorporated Pension Plan, you will use the same User ID and Password for the MDDCP.
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If you are logging on for the first time:
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User ID: Enter your Social Security number. For security reasons, we encourage you to create a Custom User ID that includes both numbers and letters.
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Password: The first time you log on to the website, your password will be your month and year of birth (MMYY). You must change your initial password to a 6-to 12-digit password made up of letters and numbers.
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Choose the “Aflac Incorporated Market Director Deferred Comp Plan.”
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Choose the “Investments” tab.
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Select “View Fund Information.”
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Select the appropriate tab to view Performance and Prospectus information.
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The value of your Plan account will vary depending on the performance of the investment crediting option(s) you select. There are risks associated with each of the investment crediting options. While no actual investment is made in the deemed investment funds, your account is subject to the same market investment risk as an actual investment in the funds. Depending on market conditions and other factors, it is possible that at distribution you could receive less money than you deferred. Neither Aflac, Charles Schwab Bank nor Milliman guarantees investment returns.
Each of the funds is subject to investment management fees that are automatically deducted from the fund and reduce the return you would otherwise receive on your investments. In addition, your investment in funds under the MDDCP will be subject to any restrictions on trading frequency that apply under the fund’s policies. Please see the prospectus for each fund for the fund’s individual expense ratio and further information regarding the terms and conditions of the fund.
Important note on Bonds: Return of principal in a bond fund is not guaranteed. Bond funds have the same interest rate, inflation, and credit risks that are associated with the underlying bonds owned by the fund. Generally, the value of bond funds rises when prevailing interest rates fall and falls when interest rates rise. Non-investment grade debt securities, commonly referred to as high-yield or “junk” bonds, may be subject to greater market fluctuations and risk of loss of income and principal than securities in higher rating categories.
Important note on Funds that Invest in Foreign Securities: Investment in foreign securities involves special risks, including foreign currency risk and the possibility of substantial volatility due to adverse
political, economic or other developments. These risks are magnified for investments made in emerging markets.
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