AFL » Topics » PART III

These excerpts taken from the AFL 10-K filed Feb 26, 2010.

PART I

 

ITEM 1. BUSINESS

We prepare our financial statements in accordance with U.S. generally accepted accounting principles (GAAP). This report includes certain forward-looking information that is based on current expectations and is subject to a number of risks and uncertainties. For details on forward-looking information, see Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A), Part II, Item 7, of this report.

Aflac Incorporated qualifies as a large accelerated filer within the meaning of Exchange Act Rule 12b-2. Our Internet address is aflac.com. The information on the Company’s Web site is not incorporated by reference in this annual report on Form 10-K. We make available, free of charge on our Web site, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments thereto as soon as reasonably practicable after those forms have been electronically filed with or furnished to the Securities and Exchange Commission (SEC).

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

PART III

Pursuant to General Instruction G to Form 10-K, Items 10 through 14 are incorporated by reference from the Company’s definitive Notice and Proxy Statement relating to the Company’s 2010 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or about March 19, 2010, pursuant to Regulation 14A under the Exchange Act. The Audit Committee Report and Compensation Committee Report to be included in such proxy statement shall be deemed to be furnished in this report and shall not be incorporated by reference into any filing under the Securities Act of 1933 as a result of such furnishing in Items 11 and 12, respectively.

 

            Refer to the Information Contained in the
Proxy Statement under Captions
(filed electronically)

ITEM 10.

  

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers - see Part I, Item 4 herein

     1. Election of Directors; Section 16(a) Beneficial Ownership Reporting Compliance; The Audit Committee; Audit Committee Report; The Corporate Governance Committee; and Code of Business Conduct and Ethics

ITEM 11.

   EXECUTIVE COMPENSATION      Director Compensation; The Compensation Committee; Compensation Committee Report; Compensation Discussion and Analysis; 2009 Summary Compensation Table; 2009 Grants of Plan-Based Awards; 2009 Outstanding Equity Awards at Fiscal Year-End; 2009 Option Exercises and Stock Vested; Pension Benefits; Nonqualified Deferred Compensation; Potential Payments Upon Termination or Change-In-Control; and Compensation Committee Interlocks and Insider Participation

ITEM 12.

   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS      Voting Securities; Principal Shareholders; 1. Election of Directors; Security Ownership of Management; and Equity Compensation Plan Information

ITEM 13.

   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE      Related Person Transactions; and Director Independence

ITEM 14.

   PRINCIPAL ACCOUNTING FEES AND SERVICES      3. Ratification of Appointment of Independent Registered Public Accounting Firm; and The Audit Committee
       
       

 

144


Table of Contents
These excerpts taken from the AFL 10-K filed Feb 29, 2008.
PART III
 
Pursuant to General Instruction G to Form 10-K, Items 10 through 14 are incorporated by reference from the Company’s definitive Notice and Proxy Statement relating to the Company’s 2008 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or about March 20, 2008, pursuant to Regulation 14A under the Exchange Act. The Audit Committee Report and Compensation Committee Report to be included in such proxy statement shall be deemed to be furnished in this report and shall not be incorporated by reference into any filing under the Securities Act of 1933 as a result of such furnishing in Items 11 and 12, respectively.
 
         
        Refer to the Information Contained in the Proxy
        Statement under Captions (filed electronically)
 
 
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.
Executive Officers -
see Part I, Item 4 herein
  1. Election of Directors; Section 16(a) Beneficial Ownership Reporting Compliance; The Audit Committee; Audit Committee Report; The Corporate Governance Committee; and Code of Business Conduct and Ethics
         
  EXECUTIVE COMPENSATION.   Director Compensation; The Compensation Committee; Compensation Committee Report; Compensation Discussion and Analysis; 2007 Summary Compensation Table; 2007 Grants of Plan-Based Awards; 2007 Outstanding Equity Awards at Fiscal Year- End; 2007 Option Exercises and Stock Vested; Pension Benefits; Nonqualified Deferred Compensation; Potential Payments Upon Termination or Change-In-Control; and Compensation Committee Interlocks and Insider Participation
         
  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.   Voting Securities; Principal Holders; 1. Election of Directors; Security Ownership of Management; and Equity Compensation Plan Information


III-1


 

         
        Refer to the Information Contained in the Proxy
        Statement under Captions (filed electronically)
 
  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.   Related Person Transactions; and Director Independence
         
  PRINCIPAL ACCOUNTING FEES AND SERVICES.   5. Ratification of Appointment of Independent Registered Public Accounting Firm; and The Audit Committee


III-2


 

PART III


 



Pursuant to General Instruction G to
Form 10-K,
Items 10 through 14 are incorporated by reference from the
Company’s definitive Notice and Proxy Statement relating to
the Company’s 2008 Annual Meeting of Shareholders, which
will be filed with the Securities and Exchange Commission on or
about March 20, 2008, pursuant to Regulation 14A under
the Exchange Act. The Audit Committee Report and Compensation
Committee Report to be included in such proxy statement shall be
deemed to be furnished in this report and shall not be
incorporated by reference into any filing under the Securities
Act of 1933 as a result of such furnishing in Items 11 and
12, respectively.


 
































































         

 

 

 

 

Refer to the Information Contained in the Proxy


 

 

 

 

Statement under Captions (filed
electronically)

 



 


DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.



Executive Officers -
see Part I, Item 4 herein


 

1. Election of Directors; Section 16(a) Beneficial
Ownership Reporting Compliance; The Audit Committee; Audit
Committee Report; The Corporate Governance Committee; and Code
of Business Conduct and Ethics

 

 

 

 

 



 

EXECUTIVE COMPENSATION.

 

Director Compensation; The Compensation Committee; Compensation
Committee Report; Compensation Discussion and Analysis; 2007
Summary Compensation Table; 2007 Grants of Plan-Based Awards;
2007 Outstanding Equity Awards at Fiscal Year- End; 2007 Option
Exercises and Stock Vested; Pension Benefits; Nonqualified
Deferred Compensation; Potential Payments Upon Termination or
Change-In-Control;
and Compensation Committee Interlocks and Insider Participation

 

 

 

 

 



 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.


 

Voting Securities; Principal Holders; 1. Election of Directors;
Security Ownership of Management; and Equity Compensation Plan
Information





III-1





 























































         

 

 

 

 

Refer to the Information Contained in the Proxy


 

 

 

 

Statement under Captions (filed
electronically)

 



 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.


 

Related Person Transactions; and Director Independence

 

 

 

 

 



 

PRINCIPAL ACCOUNTING FEES AND SERVICES.

 

5. Ratification of Appointment of Independent Registered Public
Accounting Firm; and The Audit Committee









III-2





 



PART III

Pursuant to General Instruction G to Form 10-K, Items 10 through 14 are incorporated by reference from the Company’s definitive Notice and Proxy Statement relating to the Company’s 2007 Annual Meeting of Shareholders, which will be filed with the Securities and Exchange Commission on or about March 21, 2007, pursuant to Regulation 14A under the Exchange Act. The Audit Committee Report and Compensation Committee Report to be included in such proxy statement shall be deemed to be furnished in this report and shall not be incorporated by reference into any filing under the Securities Act of 1933 as a result of such furnishing in Items 11 and 12, respectively.

 

 

 

Refer to the Information Contained in the Proxy
Statement under Captions (filed electronically)

ITEM 10.

 

DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE
GOVERNANCE.

Executive Officers -
see Part I, Item 1 herein

 

1. Election of Directors; Section 16(a) Beneficial Ownership Reporting Compliance; The Audit Committee; Audit Committee Report; The Corporate Governance Committee; Code of Business Conduct and Ethics

ITEM 11.

 

EXECUTIVE COMPENSATION.

 

2006 Director Compensation; The Compensation Committee; Compensation Committee Report; Compensation Discussion and Analysis; 2006 Summary Compensation Table; 2006 Grants of Plan-Based Awards; 2006 Outstanding Equity Awards at Fiscal Year-End; 2006 Option Exercises and Stock Vested; Pension Benefits; Nonqualified Deferred Compensation; Potential Payments Upon Termination or Change-In-Control; and Compensation Committee Interlocks and Insider Participation

ITEM 12.

 

SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT AND
RELATED STOCKHOLDER
MATTERS.

 

Voting Securities and Principal Holders Thereof; 1. Election of Directors; Security Ownership of Management; and Equity Compensation Plan Information

III-1




Table of Contents

 

 

 

 

Refer to the Information Contained in the Proxy
Statement under Captions (filed electronically)

ITEM 13.

 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

Related Person Transactions; and Director Independence

ITEM 14.

 

PRINCIPAL ACCOUNTING FEES
AND SERVICES.

 

2. Ratification of Appointment of Independent Registered Public Accounting Firm; The Audit Committee

 

III-2




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