UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 26, 2008
Aflac Incorporated
(Exact name of registrant as specified in its charter)
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Georgia |
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001-07434 |
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58-1167100 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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1932 Wynnton Road, Columbus, Georgia
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31999 |
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(Address of principal executive offices)
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(Zip Code) |
706.323.3431
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 1.01 |
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Entry into a Material Definitive Agreement. |
On August 26, 2008, Aflac Incorporated entered into an agreement for a share repurchase
program with Goldman, Sachs & Co. (GS&Co.). Under the agreement, which terminates February 18,
2009, Aflac paid $825 million to GS&Co. for the repurchase of a variable number of its shares over
the stated contract period. In connection with the agreement, GS&Co. will deliver 6.0
million shares on December 23, 2008, and 5.0 million shares on January 5, 2009. Final settlement
of the agreement will occur on the agreement termination date, at which time Aflac may receive additional shares of its common stock, or
may be required to remit, at its option cash or additional shares of its common stock, based upon the volume weighted
average price of its common shares for a specified period during the term of the
agreement. The repurchase was funded with internal capital. Aflac is acquiring these
shares as a part of previously announced share repurchase authorizations by its board of directors
that had 43.1 million shares available for purchase as of August 26, 2008. The shares will be held
in treasury.
The foregoing description of the share repurchase program is qualified in its entirety by
reference to the Master Confirmation, the Form of Supplemental Confirmation, the Form of Trade
Notification and the Form of Counterparty Settlement Provisions (collectively, the Confirmation)
for the transaction, copies of which are attached hereto as Exhibit 10.1 and incorporated herein by
reference. The Confirmation contains the terms governing the transaction, including, but not
limited to, the mechanism used to determine the final settlement of the program, the settlement
terms, the circumstances under which the program may be terminated early, and various
acknowledgements, representations and warranties made by Aflac and GS&Co.
GS&Co. and certain of its affiliates have engaged, and may in the future engage, in financial
advisory, investment banking and other services for Aflac.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
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Master Confirmation, the Form of Supplemental
Confirmation, the Form of Trade Notification and the Form
of Counterparty Settlement Provisions, dated August 26,
2008 |
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