Georgia
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58-1167100
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. 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)
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706.323.3431
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last report)
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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||
¨
Yes
þ
No
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Class
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April 26, 2016
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Common Stock, $.10 Par Value
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413,987,033
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Page
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PART I.
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Item 1.
|
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||
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Three Months Ended March 31, 2016, and 2015
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Three Months Ended March 31, 2016, and 2015
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March 31, 2016 and December 31, 2015
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Three Months Ended March 31, 2016, and 2015
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Three Months Ended March 31, 2016, and 2015
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 2.
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Item 6.
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/s/ KPMG LLP
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Three Months Ended
March 31, |
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||||||||
(In millions, except for share and per-share amounts - Unaudited)
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2016
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2015
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|
|||||||
Revenues:
|
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|
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||||
Net premiums, principally supplemental health insurance
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$
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4,602
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$
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4,432
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Net investment income
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801
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|
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|
782
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|
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||
Realized investment gains (losses):
|
|
|
|
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|
|
||||
Other-than-temporary impairment losses realized
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(14
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)
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|
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(6
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)
|
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Sales and redemptions
|
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91
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68
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|
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Derivative and other gains (losses)
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(4
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)
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(49
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)
|
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||
Total realized investment gains (losses)
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|
73
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|
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13
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|
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Other income (loss)
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(25
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)
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|
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(1
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)
|
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Total revenues
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5,451
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5,226
|
|
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||
Benefits and expenses:
|
|
|
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||||
Benefits and claims, net
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3,025
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2,952
|
|
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||
Acquisition and operating expenses:
|
|
|
|
|
|
|
||||
Amortization of deferred policy acquisition costs
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292
|
|
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277
|
|
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||
Insurance commissions
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333
|
|
|
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330
|
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||
Insurance expenses
|
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563
|
|
|
|
530
|
|
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||
Interest expense
|
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65
|
|
|
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83
|
|
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||
Other expenses
|
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56
|
|
|
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41
|
|
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||
Total acquisition and operating expenses
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1,309
|
|
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1,261
|
|
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||
Total benefits and expenses
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4,334
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|
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4,213
|
|
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Earnings before income taxes
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1,117
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|
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1,013
|
|
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Income taxes
|
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386
|
|
|
|
350
|
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Net earnings
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$
|
731
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$
|
663
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Net earnings per share:
|
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||||
Basic
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$
|
1.75
|
|
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$
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1.52
|
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Diluted
|
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1.74
|
|
|
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1.51
|
|
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Weighted-average outstanding common shares used in
computing earnings per share (In thousands): |
|
|
|
|
|
|
||||
Basic
|
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418,748
|
|
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437,306
|
|
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Diluted
|
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420,920
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|
|
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439,927
|
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||
Cash dividends per share
|
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$
|
.41
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$
|
.39
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Three Months Ended
March 31, |
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(In millions - Unaudited)
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2016
|
2015
|
||||||||
Net earnings
|
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$
|
731
|
|
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|
$
|
663
|
|
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Other comprehensive income (loss) before income taxes:
|
|
|
|
|
|
|
||||
Unrealized foreign currency translation gains (losses) during
period |
|
689
|
|
|
|
9
|
|
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||
Unrealized gains (losses) on investment securities:
|
|
|
|
|
|
|
||||
Unrealized holding gains (losses) on investment securities during
period |
|
2,689
|
|
|
|
593
|
|
|
||
Reclassification adjustment for realized (gains) losses on
investment securities included in net earnings |
|
(77
|
)
|
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(50
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)
|
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||
Unrealized gains (losses) on derivatives during period
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3
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(4
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)
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Pension liability adjustment during period
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(2
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)
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0
|
|
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||
Total other comprehensive income (loss) before income taxes
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3,302
|
|
|
|
548
|
|
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Income tax expense (benefit) related to items of other comprehensive
income (loss) |
|
991
|
|
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195
|
|
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Other comprehensive income (loss), net of income taxes
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2,311
|
|
|
|
353
|
|
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||
Total comprehensive income (loss)
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$
|
3,042
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|
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$
|
1,016
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(In millions)
|
March 31,
2016 (Unaudited) |
|
December 31,
2015 |
||||||||
Assets:
|
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|
|
|
|
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||||
Investments and cash:
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|
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||||
Securities available for sale, at fair value:
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Fixed maturities (amortized cost $60,538 in 2016 and $56,903 in 2015)
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$
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67,267
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$
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60,795
|
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Fixed maturities - consolidated variable interest entities (amortized
cost $4,110 in 2016 and $3,739 in 2015) |
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4,861
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4,554
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||
Perpetual securities (amortized cost $1,695 in 2016 and $1,586 in 2015)
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1,723
|
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1,719
|
|
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Perpetual securities - consolidated variable interest entities
(amortized cost $244 in 2016 and $255 in 2015) |
|
186
|
|
|
|
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228
|
|
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||
Equity securities (cost $192 in 2016 and $117 in 2015)
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221
|
|
|
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135
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|
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||
Equity securities - consolidated variable interest entities
(cost $683 in 2016 and $363 in 2015) |
|
648
|
|
|
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363
|
|
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||
Securities held to maturity, at amortized cost:
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|
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Fixed maturities (fair value $42,807 in 2016 and $37,520 in 2015)
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35,515
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33,459
|
|
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Other investments
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450
|
|
|
|
|
294
|
|
|
||
Cash and cash equivalents
|
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3,449
|
|
|
|
|
4,350
|
|
|
||
Total investments and cash
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|
114,320
|
|
|
|
|
105,897
|
|
|
||
Receivables
|
|
723
|
|
|
|
|
705
|
|
|
||
Accrued investment income
|
|
750
|
|
|
|
|
768
|
|
|
||
Deferred policy acquisition costs
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8,929
|
|
|
|
|
8,511
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|
|
||
Property and equipment, at cost less accumulated depreciation
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443
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|
|
|
|
427
|
|
|
||
Other
(1)
|
|
2,601
|
|
|
|
|
1,948
|
|
|
||
Total assets
|
|
$
|
127,766
|
|
|
|
|
$
|
118,256
|
|
|
(In millions, except for share and per-share amounts)
|
March 31,
2016 (Unaudited) |
|
December 31,
2015 |
||||||||
Liabilities and shareholders’ equity:
|
|
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||
Policy liabilities:
|
|
|
|
|
|
|
|
||||
Future policy benefits
|
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$
|
75,071
|
|
|
|
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$
|
69,687
|
|
|
Unpaid policy claims
|
|
3,990
|
|
|
|
|
3,802
|
|
|
||
Unearned premiums
|
|
8,286
|
|
|
|
|
7,857
|
|
|
||
Other policyholders’ funds
|
|
6,781
|
|
|
|
|
6,285
|
|
|
||
Total policy liabilities
|
|
94,128
|
|
|
|
|
87,631
|
|
|
||
Income taxes
|
|
5,106
|
|
|
|
|
4,340
|
|
|
||
Payables for return of cash collateral on loaned securities
|
|
830
|
|
|
|
|
941
|
|
|
||
Notes payable
|
|
4,984
|
|
|
|
|
4,971
|
|
|
||
Other
(2)
|
|
2,697
|
|
|
|
|
2,665
|
|
|
||
Total liabilities
|
|
107,745
|
|
|
|
|
100,548
|
|
|
||
Commitments and contingent liabilities (Note 11)
|
|
|
|
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
|
|
|
|
||||
Common stock of $.10 par value. In thousands: authorized 1,900,000
shares in 2016 and 2015; issued 670,401 shares in 2016 and 669,723 shares in 2015 |
|
67
|
|
|
|
|
67
|
|
|
||
Additional paid-in capital
|
|
1,866
|
|
|
|
|
1,828
|
|
|
||
Retained earnings
|
|
24,565
|
|
|
|
|
24,007
|
|
|
||
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||
Unrealized foreign currency translation gains (losses)
|
|
(1,584
|
)
|
|
|
|
(2,196
|
)
|
|
||
Unrealized gains (losses) on investment securities
|
|
4,684
|
|
|
|
|
2,986
|
|
|
||
Unrealized gains (losses) on derivatives
|
|
(24
|
)
|
|
|
|
(26
|
)
|
|
||
Pension liability adjustment
|
|
(140
|
)
|
|
|
|
(139
|
)
|
|
||
Treasury stock, at average cost
|
|
(9,413
|
)
|
|
|
|
(8,819
|
)
|
|
||
Total shareholders’ equity
|
|
20,021
|
|
|
|
|
17,708
|
|
|
||
Total liabilities and shareholders’ equity
|
|
$
|
127,766
|
|
|
|
|
$
|
118,256
|
|
|
|
Three Months Ended
March 31, |
||||||||||
(In millions - Unaudited)
|
|
2016
|
|
|
|
2015
|
|
||||
Common stock:
|
|
|
|
|
|
|
|
||||
Balance, beginning of period
|
|
$
|
67
|
|
|
|
|
$
|
67
|
|
|
Balance, end of period
|
|
67
|
|
|
|
|
67
|
|
|
||
Additional paid-in capital:
|
|
|
|
|
|
|
|
||||
Balance, beginning of period
|
|
1,828
|
|
|
|
|
1,711
|
|
|
||
Exercise of stock options
|
|
10
|
|
|
|
|
17
|
|
|
||
Share-based compensation
|
|
21
|
|
|
|
|
7
|
|
|
||
Gain (loss) on treasury stock reissued
|
|
7
|
|
|
|
|
10
|
|
|
||
Balance, end of period
|
|
1,866
|
|
|
|
|
1,745
|
|
|
||
Retained earnings:
|
|
|
|
|
|
|
|
||||
Balance, beginning of period
|
|
24,007
|
|
|
|
|
22,156
|
|
|
||
Net earnings
|
|
731
|
|
|
|
|
663
|
|
|
||
Dividends to shareholders
|
|
(173
|
)
|
|
|
|
(171
|
)
|
|
||
Balance, end of period
|
|
24,565
|
|
|
|
|
22,648
|
|
|
||
Accumulated other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||
Balance, beginning of period
|
|
625
|
|
|
|
|
1,979
|
|
|
||
Unrealized foreign currency translation gains (losses) during
period, net of income taxes |
|
612
|
|
|
|
|
1
|
|
|
||
Unrealized gains (losses) on investment securities during period,
net of income taxes and reclassification adjustments |
|
1,698
|
|
|
|
|
354
|
|
|
||
Unrealized gains (losses) on derivatives during period, net of
income taxes |
|
2
|
|
|
|
|
(2
|
)
|
|
||
Pension liability adjustment during period, net of income taxes
|
|
(1
|
)
|
|
|
|
0
|
|
|
||
Balance, end of period
|
|
2,936
|
|
|
|
|
2,332
|
|
|
||
Treasury stock:
|
|
|
|
|
|
|
|
||||
Balance, beginning of period
|
|
(8,819
|
)
|
|
|
|
(7,566
|
)
|
|
||
Purchases of treasury stock
|
|
(612
|
)
|
|
|
|
(610
|
)
|
|
||
Cost of shares issued
|
|
18
|
|
|
|
|
21
|
|
|
||
Balance, end of period
|
|
(9,413
|
)
|
|
|
|
(8,155
|
)
|
|
||
Total shareholders’ equity
|
|
$
|
20,021
|
|
|
|
|
$
|
18,637
|
|
|
|
Three Months Ended March 31,
|
||||||||||
(In millions - Unaudited)
|
2016
|
|
2015
|
||||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||
Net earnings
|
|
$
|
731
|
|
|
|
|
$
|
663
|
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Change in receivables and advance premiums
|
|
32
|
|
|
|
|
141
|
|
|
||
Increase in deferred policy acquisition costs
|
|
(37
|
)
|
|
|
|
(29
|
)
|
|
||
Increase in policy liabilities
|
|
919
|
|
|
|
|
835
|
|
|
||
Change in income tax liabilities
|
|
(367
|
)
|
|
|
|
(156
|
)
|
|
||
Realized investment (gains) losses
|
|
(73
|
)
|
|
|
|
(13
|
)
|
|
||
Other, net
|
|
126
|
|
|
|
|
19
|
|
|
||
Net cash provided (used) by operating activities
|
|
1,331
|
|
|
|
|
1,460
|
|
|
||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Proceeds from investments sold or matured:
|
|
|
|
|
|
|
|
||||
Securities available for sale:
|
|
|
|
|
|
|
|
||||
Fixed maturities sold
|
|
266
|
|
|
|
|
484
|
|
|
||
Fixed maturities matured or called
|
|
408
|
|
|
|
|
66
|
|
|
||
Perpetual securities matured or called
|
|
35
|
|
|
|
|
156
|
|
|
||
Securities held to maturity:
|
|
|
|
|
|
|
|
||||
Fixed maturities matured or called
|
|
277
|
|
|
|
|
85
|
|
|
||
Costs of investments acquired:
|
|
|
|
|
|
|
|
||||
Available-for-sale fixed maturities acquired
|
|
(1,911
|
)
|
|
|
|
(1,442
|
)
|
|
||
Available-for-sale equity securities acquired
|
|
(364
|
)
|
|
|
|
0
|
|
|
||
Other investments, net
|
|
(123
|
)
|
|
|
|
(7
|
)
|
|
||
Settlement of derivatives, net
|
|
273
|
|
|
|
|
(1,983
|
)
|
|
||
Cash received (pledged or returned) as collateral, net
|
|
(189
|
)
|
|
|
|
503
|
|
|
||
Other, net
|
|
(159
|
)
|
|
|
|
60
|
|
|
||
Net cash provided (used) by investing activities
|
|
(1,487
|
)
|
|
|
|
(2,078
|
)
|
|
||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||
Purchases of treasury stock
|
|
(612
|
)
|
|
|
|
(610
|
)
|
|
||
Proceeds from borrowings
|
|
0
|
|
|
|
|
989
|
|
|
||
Dividends paid to shareholders
|
|
(167
|
)
|
|
|
|
(165
|
)
|
|
||
Change in investment-type contracts, net
|
|
45
|
|
|
|
|
84
|
|
|
||
Treasury stock reissued
|
|
7
|
|
|
|
|
13
|
|
|
||
Other, net
|
|
(39
|
)
|
|
|
|
11
|
|
|
||
Net cash provided (used) by financing activities
|
|
(766
|
)
|
|
|
|
322
|
|
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
21
|
|
|
|
|
1
|
|
|
||
Net change in cash and cash equivalents
|
|
(901
|
)
|
|
|
|
(295
|
)
|
|
||
Cash and cash equivalents, beginning of period
|
|
4,350
|
|
|
|
|
4,658
|
|
|
||
Cash and cash equivalents, end of period
|
|
$
|
3,449
|
|
|
|
|
$
|
4,363
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
||||
Income taxes paid
|
|
$
|
779
|
|
|
|
|
$
|
517
|
|
|
Interest paid
|
|
54
|
|
|
|
|
47
|
|
|
||
Noncash interest
|
|
12
|
|
|
|
|
36
|
|
|
||
Impairment losses included in realized investment losses
|
|
14
|
|
|
|
|
6
|
|
|
||
Noncash financing activities:
|
|
|
|
|
|
|
|
||||
Capital lease obligations
|
|
(1
|
)
|
|
|
|
0
|
|
|
||
Treasury stock issued for:
|
|
|
|
|
|
|
|
||||
Associate stock bonus
|
|
8
|
|
|
|
|
8
|
|
|
||
Shareholder dividend reinvestment
|
|
6
|
|
|
|
|
6
|
|
|
||
Share-based compensation grants
|
|
4
|
|
|
|
|
4
|
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
BUSINESS SEGMENT INFORMATION
|
|
Three Months Ended
March 31, |
|
||||||
(In millions)
|
2016
|
|
2015
|
|
||||
Revenues:
|
|
|
|
|
||||
Aflac Japan:
|
|
|
|
|
||||
Net earned premiums
|
$
|
3,179
|
|
|
$
|
3,078
|
|
|
Net investment income
|
622
|
|
|
613
|
|
|
||
Other income
|
8
|
|
|
8
|
|
|
||
Total Aflac Japan
|
3,809
|
|
|
3,699
|
|
|
||
Aflac U.S.:
|
|
|
|
|
||||
Net earned premiums
|
1,367
|
|
|
1,339
|
|
|
||
Net investment income
|
174
|
|
|
166
|
|
|
||
Other income
|
3
|
|
|
3
|
|
|
||
Total Aflac U.S.
|
1,544
|
|
|
1,508
|
|
|
||
Other business segments
|
65
|
|
|
26
|
|
|
||
Total business segment revenues
|
5,418
|
|
|
5,233
|
|
|
||
Realized investment gains (losses)
(1)
|
51
|
|
|
(4
|
)
|
|
||
Corporate
|
67
|
|
|
97
|
|
|
||
Intercompany eliminations
|
(42
|
)
|
|
(82
|
)
|
|
||
Other non-operating income (loss)
|
(43
|
)
|
|
(18
|
)
|
|
||
Total revenues
|
$
|
5,451
|
|
|
$
|
5,226
|
|
|
|
Three Months Ended
March 31, |
|
||||||
(In millions)
|
2016
|
|
2015
|
|
||||
Pretax earnings:
|
|
|
|
|
||||
Aflac Japan
|
$
|
838
|
|
|
$
|
819
|
|
|
Aflac U.S.
|
332
|
|
|
285
|
|
|
||
Other business segments
|
3
|
|
|
1
|
|
|
||
Total business segment pretax operating earnings
|
1,173
|
|
|
1,105
|
|
|
||
Interest expense, noninsurance operations
|
(29
|
)
|
|
(49
|
)
|
|
||
Corporate and eliminations
|
(35
|
)
|
|
(21
|
)
|
|
||
Pretax operating earnings
|
1,109
|
|
|
1,035
|
|
|
||
Realized investment gains (losses)
(1)
|
51
|
|
|
(4
|
)
|
|
||
Other non-operating income (loss)
|
(43
|
)
|
|
(18
|
)
|
|
||
Total earnings before income taxes
|
$
|
1,117
|
|
|
$
|
1,013
|
|
|
Income taxes applicable to pretax operating earnings
|
$
|
383
|
|
|
$
|
357
|
|
|
Effect of foreign currency translation on operating earnings
|
13
|
|
|
(58
|
)
|
|
(In millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||
Aflac Japan
|
|
$
|
107,153
|
|
|
|
|
$
|
97,646
|
|
|
Aflac U.S.
|
|
19,413
|
|
|
|
|
18,537
|
|
|
||
Other business segments
|
|
216
|
|
|
|
|
188
|
|
|
||
Total business segment assets
|
|
126,782
|
|
|
|
|
116,371
|
|
|
||
Corporate
|
|
25,627
|
|
|
|
|
23,375
|
|
|
||
Intercompany eliminations
|
|
(24,643
|
)
|
|
|
|
(21,490
|
)
|
|
||
Total assets
|
|
$
|
127,766
|
|
|
|
|
$
|
118,256
|
|
|
3.
|
INVESTMENTS
|
|
March 31, 2016
|
||||||||||||||||||||||
(In millions)
|
Cost or
Amortized Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||||||||||
Securities available for sale, carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Yen-denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Japan government and agencies
|
|
$
|
19,715
|
|
|
|
|
$
|
3,950
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
23,665
|
|
|
Municipalities
|
|
142
|
|
|
|
|
36
|
|
|
|
|
0
|
|
|
|
|
178
|
|
|
||||
Mortgage- and asset-backed securities
|
|
336
|
|
|
|
|
40
|
|
|
|
|
0
|
|
|
|
|
376
|
|
|
||||
Public utilities
|
|
1,497
|
|
|
|
|
221
|
|
|
|
|
18
|
|
|
|
|
1,700
|
|
|
||||
Sovereign and supranational
|
|
847
|
|
|
|
|
160
|
|
|
|
|
0
|
|
|
|
|
1,007
|
|
|
||||
Banks/financial institutions
|
|
2,514
|
|
|
|
|
326
|
|
|
|
|
156
|
|
|
|
|
2,684
|
|
|
||||
Other corporate
|
|
3,591
|
|
|
|
|
516
|
|
|
|
|
72
|
|
|
|
|
4,035
|
|
|
||||
Total yen-denominated
|
|
28,642
|
|
|
|
|
5,249
|
|
|
|
|
246
|
|
|
|
|
33,645
|
|
|
||||
Dollar-denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
|
104
|
|
|
|
|
12
|
|
|
|
|
0
|
|
|
|
|
116
|
|
|
||||
Municipalities
|
|
940
|
|
|
|
|
161
|
|
|
|
|
9
|
|
|
|
|
1,092
|
|
|
||||
Mortgage- and asset-backed securities
|
|
207
|
|
|
|
|
22
|
|
|
|
|
0
|
|
|
|
|
229
|
|
|
||||
Public utilities
|
|
5,584
|
|
|
|
|
667
|
|
|
|
|
132
|
|
|
|
|
6,119
|
|
|
||||
Sovereign and supranational
|
|
340
|
|
|
|
|
104
|
|
|
|
|
0
|
|
|
|
|
444
|
|
|
||||
Banks/financial institutions
|
|
2,654
|
|
|
|
|
533
|
|
|
|
|
15
|
|
|
|
|
3,172
|
|
|
||||
Other corporate
|
|
26,177
|
|
|
|
|
2,069
|
|
|
|
|
935
|
|
|
|
|
27,311
|
|
|
||||
Total dollar-denominated
|
|
36,006
|
|
|
|
|
3,568
|
|
|
|
|
1,091
|
|
|
|
|
38,483
|
|
|
||||
Total fixed maturities
|
|
64,648
|
|
|
|
|
8,817
|
|
|
|
|
1,337
|
|
|
|
|
72,128
|
|
|
||||
Perpetual securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Yen-denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Banks/financial institutions
|
|
1,692
|
|
|
|
|
100
|
|
|
|
|
172
|
|
|
|
|
1,620
|
|
|
||||
Other corporate
|
|
196
|
|
|
|
|
21
|
|
|
|
|
0
|
|
|
|
|
217
|
|
|
||||
Dollar-denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Banks/financial institutions
|
|
51
|
|
|
|
|
21
|
|
|
|
|
0
|
|
|
|
|
72
|
|
|
||||
Total perpetual securities
|
|
1,939
|
|
|
|
|
142
|
|
|
|
|
172
|
|
|
|
|
1,909
|
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Yen-denominated
|
|
602
|
|
|
|
|
26
|
|
|
|
|
48
|
|
|
|
|
580
|
|
|
||||
Dollar-denominated
|
|
273
|
|
|
|
|
16
|
|
|
|
|
0
|
|
|
|
|
289
|
|
|
||||
Total equity securities
|
|
875
|
|
|
|
|
42
|
|
|
|
|
48
|
|
|
|
|
869
|
|
|
||||
Total securities available for sale
|
|
$
|
67,462
|
|
|
|
|
$
|
9,001
|
|
|
|
|
$
|
1,557
|
|
|
|
|
$
|
74,906
|
|
|
|
March 31, 2016
|
||||||||||||||||||||||
(In millions)
|
Cost or
Amortized Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||||||||||
Securities held to maturity, carried at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Yen-denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Japan government and agencies
|
|
$
|
21,409
|
|
|
|
|
$
|
6,186
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
27,595
|
|
|
Municipalities
|
|
365
|
|
|
|
|
122
|
|
|
|
|
0
|
|
|
|
|
487
|
|
|
||||
Mortgage- and asset-backed securities
|
|
37
|
|
|
|
|
3
|
|
|
|
|
0
|
|
|
|
|
40
|
|
|
||||
Public utilities
|
|
3,309
|
|
|
|
|
282
|
|
|
|
|
71
|
|
|
|
|
3,520
|
|
|
||||
Sovereign and supranational
|
|
2,735
|
|
|
|
|
263
|
|
|
|
|
11
|
|
|
|
|
2,987
|
|
|
||||
Banks/financial institutions
|
|
4,566
|
|
|
|
|
215
|
|
|
|
|
50
|
|
|
|
|
4,731
|
|
|
||||
Other corporate
|
|
3,094
|
|
|
|
|
393
|
|
|
|
|
40
|
|
|
|
|
3,447
|
|
|
||||
Total yen-denominated
|
|
35,515
|
|
|
|
|
7,464
|
|
|
|
|
172
|
|
|
|
|
42,807
|
|
|
||||
Total securities held to maturity
|
|
$
|
35,515
|
|
|
|
|
$
|
7,464
|
|
|
|
|
$
|
172
|
|
|
|
|
$
|
42,807
|
|
|
|
December 31, 2015
|
||||||||||||||||||||||
(In millions)
|
Cost or
Amortized Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||||||||||
Securities available for sale, carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Yen-denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Japan government and agencies
|
|
$
|
17,293
|
|
|
|
|
$
|
1,862
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
19,155
|
|
|
Municipalities
|
|
128
|
|
|
|
|
9
|
|
|
|
|
0
|
|
|
|
|
137
|
|
|
||||
Mortgage- and asset-backed securities
|
|
322
|
|
|
|
|
33
|
|
|
|
|
0
|
|
|
|
|
355
|
|
|
||||
Public utilities
|
|
1,400
|
|
|
|
|
210
|
|
|
|
|
10
|
|
|
|
|
1,600
|
|
|
||||
Sovereign and supranational
|
|
791
|
|
|
|
|
180
|
|
|
|
|
0
|
|
|
|
|
971
|
|
|
||||
Banks/financial institutions
|
|
2,321
|
|
|
|
|
325
|
|
|
|
|
105
|
|
|
|
|
2,541
|
|
|
||||
Other corporate
|
|
3,337
|
|
|
|
|
448
|
|
|
|
|
33
|
|
|
|
|
3,752
|
|
|
||||
Total yen-denominated
|
|
25,592
|
|
|
|
|
3,067
|
|
|
|
|
148
|
|
|
|
|
28,511
|
|
|
||||
Dollar-denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. government and agencies
|
|
110
|
|
|
|
|
11
|
|
|
|
|
0
|
|
|
|
|
121
|
|
|
||||
Municipalities
|
|
926
|
|
|
|
|
151
|
|
|
|
|
6
|
|
|
|
|
1,071
|
|
|
||||
Mortgage- and asset-backed securities
|
|
200
|
|
|
|
|
27
|
|
|
|
|
0
|
|
|
|
|
227
|
|
|
||||
Public utilities
|
|
5,464
|
|
|
|
|
636
|
|
|
|
|
221
|
|
|
|
|
5,879
|
|
|
||||
Sovereign and supranational
|
|
331
|
|
|
|
|
105
|
|
|
|
|
0
|
|
|
|
|
436
|
|
|
||||
Banks/financial institutions
|
|
2,865
|
|
|
|
|
634
|
|
|
|
|
21
|
|
|
|
|
3,478
|
|
|
||||
Other corporate
|
|
25,154
|
|
|
|
|
1,774
|
|
|
|
|
1,302
|
|
|
|
|
25,626
|
|
|
||||
Total dollar-denominated
|
|
35,050
|
|
|
|
|
3,338
|
|
|
|
|
1,550
|
|
|
|
|
36,838
|
|
|
||||
Total fixed maturities
|
|
60,642
|
|
|
|
|
6,405
|
|
|
|
|
1,698
|
|
|
|
|
65,349
|
|
|
||||
Perpetual securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Yen-denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Banks/financial institutions
|
|
1,581
|
|
|
|
|
143
|
|
|
|
|
93
|
|
|
|
|
1,631
|
|
|
||||
Other corporate
|
|
183
|
|
|
|
|
22
|
|
|
|
|
0
|
|
|
|
|
205
|
|
|
||||
Dollar-denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Banks/financial institutions
|
|
77
|
|
|
|
|
35
|
|
|
|
|
1
|
|
|
|
|
111
|
|
|
||||
Total perpetual securities
|
|
1,841
|
|
|
|
|
200
|
|
|
|
|
94
|
|
|
|
|
1,947
|
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Yen-denominated
|
|
472
|
|
|
|
|
19
|
|
|
|
|
4
|
|
|
|
|
487
|
|
|
||||
Dollar-denominated
|
|
8
|
|
|
|
|
3
|
|
|
|
|
0
|
|
|
|
|
11
|
|
|
||||
Total equity securities
|
|
480
|
|
|
|
|
22
|
|
|
|
|
4
|
|
|
|
|
498
|
|
|
||||
Total securities available for sale
|
|
$
|
62,963
|
|
|
|
|
$
|
6,627
|
|
|
|
|
$
|
1,796
|
|
|
|
|
$
|
67,794
|
|
|
|
December 31, 2015
|
||||||||||||||||||||||
(In millions)
|
Cost or
Amortized Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
||||||||||||||||
Securities held to maturity, carried at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Yen-denominated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Japan government and agencies
|
|
$
|
20,004
|
|
|
|
|
$
|
3,387
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
23,391
|
|
|
Municipalities
|
|
341
|
|
|
|
|
74
|
|
|
|
|
0
|
|
|
|
|
415
|
|
|
||||
Mortgage- and asset-backed securities
|
|
36
|
|
|
|
|
2
|
|
|
|
|
0
|
|
|
|
|
38
|
|
|
||||
Public utilities
|
|
3,092
|
|
|
|
|
205
|
|
|
|
|
94
|
|
|
|
|
3,203
|
|
|
||||
Sovereign and supranational
|
|
2,555
|
|
|
|
|
182
|
|
|
|
|
26
|
|
|
|
|
2,711
|
|
|
||||
Banks/financial institutions
|
|
4,431
|
|
|
|
|
168
|
|
|
|
|
53
|
|
|
|
|
4,546
|
|
|
||||
Other corporate
|
|
3,000
|
|
|
|
|
260
|
|
|
|
|
44
|
|
|
|
|
3,216
|
|
|
||||
Total yen-denominated
|
|
33,459
|
|
|
|
|
4,278
|
|
|
|
|
217
|
|
|
|
|
37,520
|
|
|
||||
Total securities held to maturity
|
|
$
|
33,459
|
|
|
|
|
$
|
4,278
|
|
|
|
|
$
|
217
|
|
|
|
|
$
|
37,520
|
|
|
|
Aflac Japan
|
|
Aflac U.S.
|
||||||||||||||||||||
(In millions)
|
Amortized
Cost |
|
Fair
Value |
|
Amortized
Cost |
|
Fair
Value |
||||||||||||||||
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Due in one year or less
|
|
$
|
182
|
|
|
|
|
$
|
192
|
|
|
|
|
$
|
74
|
|
|
|
|
$
|
76
|
|
|
Due after one year through five years
|
|
3,305
|
|
|
|
|
3,560
|
|
|
|
|
712
|
|
|
|
|
768
|
|
|
||||
Due after five years through 10 years
|
|
11,490
|
|
|
|
|
11,675
|
|
|
|
|
2,222
|
|
|
|
|
2,381
|
|
|
||||
Due after 10 years
|
|
36,829
|
|
|
|
|
42,681
|
|
|
|
|
8,885
|
|
|
|
|
9,763
|
|
|
||||
Mortgage- and asset-backed securities
|
|
388
|
|
|
|
|
444
|
|
|
|
|
35
|
|
|
|
|
41
|
|
|
||||
Total fixed maturities available for sale
|
|
$
|
52,194
|
|
|
|
|
$
|
58,552
|
|
|
|
|
$
|
11,928
|
|
|
|
|
$
|
13,029
|
|
|
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Due in one year or less
|
|
$
|
222
|
|
|
|
|
$
|
223
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
Due after one year through five years
|
|
1,811
|
|
|
|
|
1,904
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||
Due after five years through 10 years
|
|
1,904
|
|
|
|
|
2,038
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||
Due after 10 years
|
|
31,541
|
|
|
|
|
38,602
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||
Mortgage- and asset-backed securities
|
|
37
|
|
|
|
|
40
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||
Total fixed maturities held to maturity
|
|
$
|
35,515
|
|
|
|
|
$
|
42,807
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
|
Aflac Japan
|
|
Aflac U.S.
|
||||||||||||||||||||
(In millions)
|
Amortized
Cost |
|
Fair
Value |
|
Amortized
Cost |
|
Fair
Value |
||||||||||||||||
Due in one year or less
|
|
$
|
322
|
|
|
|
|
$
|
284
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
Due after one year through five years
|
|
284
|
|
|
|
|
295
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||
Due after 10 years
|
|
1,294
|
|
|
|
|
1,276
|
|
|
|
|
39
|
|
|
|
|
54
|
|
|
||||
Total perpetual securities available for sale
|
|
$
|
1,900
|
|
|
|
|
$
|
1,855
|
|
|
|
|
$
|
39
|
|
|
|
|
$
|
54
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||
(In millions)
|
Credit
Rating |
|
Amortized
Cost |
|
Fair
Value |
|
Credit
Rating |
|
Amortized
Cost |
|
Fair
Value |
Japan National Government
(1)
|
A
|
|
$40,655
|
|
$50,636
|
|
A
|
|
$36,859
|
|
$42,025
|
|
Three Months Ended
March 31, |
|
||||||
(In millions)
|
2016
|
|
2015
|
|
||||
Realized investment gains (losses) on securities:
|
|
|
|
|
||||
Fixed maturities:
|
|
|
|
|
||||
Available for sale:
|
|
|
|
|
||||
Gross gains from sales
|
$
|
2
|
|
|
$
|
49
|
|
|
Gross losses from sales
|
(4
|
)
|
|
0
|
|
|
||
Net gains (losses) from redemptions
|
83
|
|
|
19
|
|
|
||
Other-than-temporary impairment losses
|
(12
|
)
|
|
(6
|
)
|
|
||
Total fixed maturities
|
69
|
|
|
62
|
|
|
||
Perpetual securities:
|
|
|
|
|
||||
Available for sale:
|
|
|
|
|
||||
Net gains (losses) from redemptions
|
10
|
|
|
0
|
|
|
||
Other-than-temporary impairment losses
|
(2
|
)
|
|
0
|
|
|
||
Total perpetual securities
|
8
|
|
|
0
|
|
|
||
Derivatives and other:
|
|
|
|
|
||||
Derivative gains (losses)
|
(4
|
)
|
|
(49
|
)
|
|
||
Total derivatives and other
|
(4
|
)
|
|
(49
|
)
|
|
||
Total realized investment gains (losses)
|
$
|
73
|
|
|
$
|
13
|
|
|
|
Three Months Ended
March 31, |
|
||||||
(In millions)
|
2016
|
|
2015
|
|
||||
Perpetual securities
|
$
|
2
|
|
|
$
|
0
|
|
|
Corporate bonds
|
12
|
|
|
2
|
|
|
||
Bank/financial institution bonds
|
0
|
|
|
4
|
|
|
||
Total other-than-temporary impairment losses realized
(1)
|
$
|
14
|
|
|
$
|
6
|
|
|
(In millions)
|
March 31, 2016
|
|
December 31,
2015 |
||||||||
Unrealized gains (losses) on securities available for sale
|
|
$
|
7,444
|
|
|
|
|
$
|
4,831
|
|
|
Deferred income taxes
|
|
(2,760
|
)
|
|
|
|
(1,845
|
)
|
|
||
Shareholders’ equity, unrealized gains (losses) on investment securities
|
|
$
|
4,684
|
|
|
|
|
$
|
2,986
|
|
|
|
March 31, 2016
|
||||||||||||||||||||||||||||||||||
|
Total
|
|
Less than 12 months
|
|
12 months or longer
|
||||||||||||||||||||||||||||||
(In millions)
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
||||||||||||||||||||||||
Fixed Maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Municipalities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dollar-denominated
|
|
$
|
44
|
|
|
|
|
$
|
9
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
44
|
|
|
|
|
$
|
9
|
|
|
Public utilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dollar-denominated
|
|
1,491
|
|
|
|
|
132
|
|
|
|
|
662
|
|
|
|
|
38
|
|
|
|
|
829
|
|
|
|
|
94
|
|
|
||||||
Yen-denominated
|
|
1,526
|
|
|
|
|
89
|
|
|
|
|
725
|
|
|
|
|
47
|
|
|
|
|
801
|
|
|
|
|
42
|
|
|
||||||
Sovereign and supranational:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Yen-denominated
|
|
309
|
|
|
|
|
11
|
|
|
|
|
97
|
|
|
|
|
1
|
|
|
|
|
212
|
|
|
|
|
10
|
|
|
||||||
Banks/financial institutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dollar-denominated
|
|
211
|
|
|
|
|
15
|
|
|
|
|
184
|
|
|
|
|
6
|
|
|
|
|
27
|
|
|
|
|
9
|
|
|
||||||
Yen-denominated
|
|
2,108
|
|
|
|
|
206
|
|
|
|
|
949
|
|
|
|
|
12
|
|
|
|
|
1,159
|
|
|
|
|
194
|
|
|
||||||
Other corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dollar-denominated
|
|
10,079
|
|
|
|
|
935
|
|
|
|
|
4,167
|
|
|
|
|
282
|
|
|
|
|
5,912
|
|
|
|
|
653
|
|
|
||||||
Yen-denominated
|
|
1,786
|
|
|
|
|
112
|
|
|
|
|
919
|
|
|
|
|
39
|
|
|
|
|
867
|
|
|
|
|
73
|
|
|
||||||
Total fixed maturities
|
|
17,554
|
|
|
|
|
1,509
|
|
|
|
|
7,703
|
|
|
|
|
425
|
|
|
|
|
9,851
|
|
|
|
|
1,084
|
|
|
||||||
Perpetual securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Yen-denominated
|
|
815
|
|
|
|
|
172
|
|
|
|
|
392
|
|
|
|
|
49
|
|
|
|
|
423
|
|
|
|
|
123
|
|
|
||||||
Total perpetual securities
|
|
815
|
|
|
|
|
172
|
|
|
|
|
392
|
|
|
|
|
49
|
|
|
|
|
423
|
|
|
|
|
123
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Yen-denominated
|
|
355
|
|
|
|
|
48
|
|
|
|
|
355
|
|
|
|
|
48
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||||
Total equity securities
|
|
355
|
|
|
|
|
48
|
|
|
|
|
355
|
|
|
|
|
48
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||||
Total
|
|
$
|
18,724
|
|
|
|
|
$
|
1,729
|
|
|
|
|
$
|
8,450
|
|
|
|
|
$
|
522
|
|
|
|
|
$
|
10,274
|
|
|
|
|
$
|
1,207
|
|
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||||||
|
Total
|
|
Less than 12 months
|
|
12 months or longer
|
||||||||||||||||||||||||||||||
(In millions)
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
|
Fair
Value |
|
Unrealized
Losses |
||||||||||||||||||||||||
Fixed Maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Municipalities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dollar-denominated
|
|
$
|
80
|
|
|
|
|
$
|
6
|
|
|
|
|
$
|
80
|
|
|
|
|
$
|
6
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
Public utilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dollar-denominated
|
|
2,127
|
|
|
|
|
221
|
|
|
|
|
1,689
|
|
|
|
|
132
|
|
|
|
|
438
|
|
|
|
|
89
|
|
|
||||||
Yen-denominated
|
|
1,487
|
|
|
|
|
104
|
|
|
|
|
1,062
|
|
|
|
|
73
|
|
|
|
|
425
|
|
|
|
|
31
|
|
|
||||||
Sovereign and supranational:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Yen-denominated
|
|
580
|
|
|
|
|
26
|
|
|
|
|
385
|
|
|
|
|
13
|
|
|
|
|
195
|
|
|
|
|
13
|
|
|
||||||
Banks/financial institutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dollar-denominated
|
|
366
|
|
|
|
|
21
|
|
|
|
|
348
|
|
|
|
|
11
|
|
|
|
|
18
|
|
|
|
|
10
|
|
|
||||||
Yen-denominated
|
|
2,350
|
|
|
|
|
158
|
|
|
|
|
1,147
|
|
|
|
|
14
|
|
|
|
|
1,203
|
|
|
|
|
144
|
|
|
||||||
Other corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dollar-denominated
|
|
13,430
|
|
|
|
|
1,302
|
|
|
|
|
11,068
|
|
|
|
|
770
|
|
|
|
|
2,362
|
|
|
|
|
532
|
|
|
||||||
Yen-denominated
|
|
1,151
|
|
|
|
|
77
|
|
|
|
|
343
|
|
|
|
|
5
|
|
|
|
|
808
|
|
|
|
|
72
|
|
|
||||||
Total fixed maturities
|
|
21,571
|
|
|
|
|
1,915
|
|
|
|
|
16,122
|
|
|
|
|
1,024
|
|
|
|
|
5,449
|
|
|
|
|
891
|
|
|
||||||
Perpetual securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dollar-denominated
|
|
6
|
|
|
|
|
1
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
6
|
|
|
|
|
1
|
|
|
||||||
Yen-denominated
|
|
645
|
|
|
|
|
93
|
|
|
|
|
216
|
|
|
|
|
12
|
|
|
|
|
429
|
|
|
|
|
81
|
|
|
||||||
Total perpetual securities
|
|
651
|
|
|
|
|
94
|
|
|
|
|
216
|
|
|
|
|
12
|
|
|
|
|
435
|
|
|
|
|
82
|
|
|
||||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Yen-denominated
|
|
191
|
|
|
|
|
4
|
|
|
|
|
191
|
|
|
|
|
4
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||||
Total equity securities
|
|
191
|
|
|
|
|
4
|
|
|
|
|
191
|
|
|
|
|
4
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||||
Total
|
|
$
|
22,413
|
|
|
|
|
$
|
2,013
|
|
|
|
|
$
|
16,529
|
|
|
|
|
$
|
1,040
|
|
|
|
|
$
|
5,884
|
|
|
|
|
$
|
973
|
|
|
|
|
March 31, 2016
|
|
|
December 31, 2015
|
|
||||||||||||||||||
(In millions)
|
Investments
in an Unrealized
Loss Position
|
Gross
Unrealized Losses |
Gross
Unrealized Losses that are Investment Grade |
Investments
in an Unrealized
Loss Position
|
Gross
Unrealized Losses |
Gross
Unrealized Losses that are Investment Grade |
||||||||||||||||||
Fixed Maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Public utilities
|
|
16
|
%
|
|
|
13
|
%
|
|
|
92
|
%
|
|
|
16
|
%
|
|
|
16
|
%
|
|
|
93
|
%
|
|
Sovereign and
supranational |
|
2
|
|
|
|
1
|
|
|
|
100
|
|
|
|
3
|
|
|
|
1
|
|
|
|
100
|
|
|
Banks/financial
institutions |
|
13
|
|
|
|
13
|
|
|
|
46
|
|
|
|
12
|
|
|
|
9
|
|
|
|
59
|
|
|
Other corporate
|
|
63
|
|
|
|
60
|
|
|
|
64
|
|
|
|
66
|
|
|
|
69
|
|
|
|
86
|
|
|
Total fixed
maturities |
|
94
|
|
|
|
87
|
|
|
|
|
|
|
97
|
|
|
|
95
|
|
|
|
|
|
||
Perpetual securities
|
|
4
|
|
|
|
10
|
|
|
|
100
|
|
|
|
3
|
|
|
|
5
|
|
|
|
100
|
|
|
Equity securities
|
|
2
|
|
|
|
3
|
|
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
||
Total
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
100
|
%
|
|
|
100
|
%
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(In millions)
|
Cost or Amortized
Cost |
|
Fair
Value |
|
Cost or Amortized
Cost |
|
Fair
Value |
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities, available for sale
|
|
$
|
4,110
|
|
|
|
|
$
|
4,861
|
|
|
|
|
$
|
3,739
|
|
|
|
|
$
|
4,554
|
|
|
Perpetual securities, available for sale
|
|
244
|
|
|
|
|
186
|
|
|
|
|
255
|
|
|
|
|
228
|
|
|
||||
Equity securities
|
|
683
|
|
|
|
|
648
|
|
|
|
|
363
|
|
|
|
|
363
|
|
|
||||
Other investments
|
|
20
|
|
|
|
|
21
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||
Other assets
|
|
114
|
|
|
|
|
114
|
|
|
|
|
102
|
|
|
|
|
102
|
|
|
||||
Total assets of consolidated VIEs
|
|
$
|
5,171
|
|
|
|
|
$
|
5,830
|
|
|
|
|
$
|
4,459
|
|
|
|
|
$
|
5,247
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other liabilities
|
|
$
|
175
|
|
|
|
|
$
|
175
|
|
|
|
|
$
|
293
|
|
|
|
|
$
|
293
|
|
|
Total liabilities of consolidated VIEs
|
|
$
|
175
|
|
|
|
|
$
|
175
|
|
|
|
|
$
|
293
|
|
|
|
|
$
|
293
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
(In millions)
|
Amortized
Cost |
|
Fair
Value |
|
Amortized
Cost |
|
Fair
Value |
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities, available for sale
|
|
$
|
4,908
|
|
|
|
|
$
|
5,291
|
|
|
|
|
$
|
4,731
|
|
|
|
|
$
|
5,093
|
|
|
Perpetual securities, available for sale
|
|
266
|
|
|
|
|
256
|
|
|
|
|
249
|
|
|
|
|
253
|
|
|
||||
Fixed maturities, held to maturity
|
|
2,651
|
|
|
|
|
2,886
|
|
|
|
|
2,477
|
|
|
|
|
2,636
|
|
|
||||
Total investments in VIEs not consolidated
|
|
$
|
7,825
|
|
|
|
|
$
|
8,433
|
|
|
|
|
$
|
7,457
|
|
|
|
|
$
|
7,982
|
|
|
Securities Lending Transactions Accounted for as Secured Borrowings
|
||||||||||||
December 31, 2015
|
||||||||||||
Remaining Contractual Maturity of the Agreements
|
||||||||||||
(In millions)
|
Overnight
and Continuous (1) |
|
Up to 30
days |
|
|
Total
|
||||||
Securities lending transactions:
|
|
|
|
|
|
|
||||||
Japan government and agencies
|
$
|
0
|
|
|
$
|
499
|
|
|
|
$
|
499
|
|
Public utilities
|
108
|
|
|
0
|
|
|
|
108
|
|
|||
Banks/financial institutions
|
13
|
|
|
0
|
|
|
|
13
|
|
|||
Other corporate
|
321
|
|
|
0
|
|
|
|
321
|
|
|||
Total borrowings
|
$
|
442
|
|
|
$
|
499
|
|
|
|
$
|
941
|
|
Gross amount of recognized liabilities for securities lending transactions
|
|
$
|
941
|
|
||||||||
Amounts related to agreements not included in offsetting disclosure in Note 4
|
|
$
|
0
|
|
4.
|
DERIVATIVE INSTRUMENTS
|
|
March 31, 2016
|
December 31, 2015
|
||||||||||||||||||||||||||||
(In millions)
|
Notional Amount
of Derivatives |
Asset Derivatives
Fair Value |
Liability Derivatives
Fair Value |
Notional Amount
of Derivatives |
Asset Derivatives
Fair Value |
Liability Derivatives
Fair Value |
||||||||||||||||||||||||
Counterparties' credit rating:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
AA
|
|
$
|
2,366
|
|
|
|
$
|
153
|
|
|
|
$
|
(58
|
)
|
|
|
$
|
2,187
|
|
|
|
$
|
166
|
|
|
|
$
|
(35
|
)
|
|
A
|
|
18,157
|
|
|
|
926
|
|
|
|
(199
|
)
|
|
|
19,940
|
|
|
|
510
|
|
|
|
(336
|
)
|
|
||||||
BBB
|
|
1,635
|
|
|
|
65
|
|
|
|
(75
|
)
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
||||||
Total
|
|
$
|
22,158
|
|
|
|
$
|
1,144
|
|
|
|
$
|
(332
|
)
|
|
|
$
|
22,127
|
|
|
|
$
|
676
|
|
|
|
$
|
(371
|
)
|
|
|
|
March 31, 2016
|
|
||||||||||||||||||||
(In millions)
|
Net Derivatives
|
|
Asset
Derivatives |
|
Liability
Derivatives |
||||||||||||||||||
Hedge Designation/ Derivative Type
|
Notional
Amount |
|
Fair Value
|
|
Fair Value
|
|
Fair Value
|
||||||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
|
$
|
75
|
|
|
|
|
$
|
(10
|
)
|
|
|
|
$
|
0
|
|
|
|
|
$
|
(10
|
)
|
|
Total cash flow hedges
|
|
75
|
|
|
|
|
(10
|
)
|
|
|
|
0
|
|
|
|
|
(10
|
)
|
|
||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forwards
|
|
12,711
|
|
|
|
|
629
|
|
|
|
|
635
|
|
|
|
|
(6
|
)
|
|
||||
Foreign currency options
|
|
1,485
|
|
|
|
|
(1
|
)
|
|
|
|
1
|
|
|
|
|
(2
|
)
|
|
||||
Total fair value hedges
|
|
14,196
|
|
|
|
|
628
|
|
|
|
|
636
|
|
|
|
|
(8
|
)
|
|
||||
Net investment hedge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forwards
|
|
773
|
|
|
|
|
(25
|
)
|
|
|
|
5
|
|
|
|
|
(30
|
)
|
|
||||
Foreign currency options
|
|
384
|
|
|
|
|
(18
|
)
|
|
|
|
4
|
|
|
|
|
(22
|
)
|
|
||||
Total net investment hedge
|
|
1,157
|
|
|
|
|
(43
|
)
|
|
|
|
9
|
|
|
|
|
(52
|
)
|
|
||||
Non-qualifying strategies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
|
6,580
|
|
|
|
|
231
|
|
|
|
|
493
|
|
|
|
|
(262
|
)
|
|
||||
Foreign currency forwards
|
|
61
|
|
|
|
|
4
|
|
|
|
|
4
|
|
|
|
|
0
|
|
|
||||
Credit default swaps
|
|
89
|
|
|
|
|
2
|
|
|
|
|
2
|
|
|
|
|
0
|
|
|
||||
Total non-qualifying strategies
|
|
6,730
|
|
|
|
|
237
|
|
|
|
|
499
|
|
|
|
|
(262
|
)
|
|
||||
Total derivatives
|
|
$
|
22,158
|
|
|
|
|
$
|
812
|
|
|
|
|
$
|
1,144
|
|
|
|
|
$
|
(332
|
)
|
|
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
$
|
16,012
|
|
|
|
|
$
|
1,144
|
|
|
|
|
$
|
1,144
|
|
|
|
|
$
|
0
|
|
|
Other liabilities
|
|
6,146
|
|
|
|
|
(332
|
)
|
|
|
|
0
|
|
|
|
|
(332
|
)
|
|
||||
Total derivatives
|
|
$
|
22,158
|
|
|
|
|
$
|
812
|
|
|
|
|
$
|
1,144
|
|
|
|
|
$
|
(332
|
)
|
|
|
|
December 31, 2015
|
|
||||||||||||||||||||
(In millions)
|
Net Derivatives
|
|
Asset
Derivatives |
|
Liability
Derivatives |
||||||||||||||||||
Hedge Designation/ Derivative Type
|
Notional
Amount |
|
Fair Value
|
|
Fair Value
|
|
Fair Value
|
||||||||||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
|
$
|
75
|
|
|
|
|
$
|
(15
|
)
|
|
|
|
$
|
0
|
|
|
|
|
$
|
(15
|
)
|
|
Total cash flow hedges
|
|
75
|
|
|
|
|
(15
|
)
|
|
|
|
0
|
|
|
|
|
(15
|
)
|
|
||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forwards
|
|
13,080
|
|
|
|
|
45
|
|
|
|
|
88
|
|
|
|
|
(43
|
)
|
|
||||
Foreign currency options
|
|
1,250
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||
Total fair value hedges
|
|
14,330
|
|
|
|
|
45
|
|
|
|
|
88
|
|
|
|
|
(43
|
)
|
|
||||
Net investment hedge:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forwards
|
|
763
|
|
|
|
|
13
|
|
|
|
|
19
|
|
|
|
|
(6
|
)
|
|
||||
Foreign currency options
|
|
266
|
|
|
|
|
(3
|
)
|
|
|
|
5
|
|
|
|
|
(8
|
)
|
|
||||
Total net investment hedge
|
|
1,029
|
|
|
|
|
10
|
|
|
|
|
24
|
|
|
|
|
(14
|
)
|
|
||||
Non-qualifying strategies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
|
6,599
|
|
|
|
|
264
|
|
|
|
|
563
|
|
|
|
|
(299
|
)
|
|
||||
Foreign currency forwards
|
|
11
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||
Credit default swaps
|
|
83
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
0
|
|
|
||||
Total non-qualifying strategies
|
|
6,693
|
|
|
|
|
265
|
|
|
|
|
564
|
|
|
|
|
(299
|
)
|
|
||||
Total derivatives
|
|
$
|
22,127
|
|
|
|
|
$
|
305
|
|
|
|
|
$
|
676
|
|
|
|
|
$
|
(371
|
)
|
|
Balance Sheet Location
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other assets
|
|
$
|
11,413
|
|
|
|
|
$
|
676
|
|
|
|
|
$
|
676
|
|
|
|
|
$
|
0
|
|
|
Other liabilities
|
|
10,714
|
|
|
|
|
(371
|
)
|
|
|
|
0
|
|
|
|
|
(371
|
)
|
|
||||
Total derivatives
|
|
$
|
22,127
|
|
|
|
|
$
|
305
|
|
|
|
|
$
|
676
|
|
|
|
|
$
|
(371
|
)
|
|
(In millions)
|
|
|
Hedging Derivatives
|
|
Hedged Items
|
|
|
||||||||||||||
Hedging Derivatives
|
Hedged Items
|
|
Total
Gains (Losses) |
|
Gains (Losses)
Excluded from Effectiveness Testing |
|
Gains (Losses)
Included in Effectiveness Testing |
|
Gains (Losses)
|
|
Ineffectiveness
Recognized for Fair Value Hedge |
||||||||||
Three Months Ended March 31, 2016:
|
|
|
|
|
|
|
|
||||||||||||||
Foreign currency
forwards |
Fixed-maturity securities
|
|
$
|
857
|
|
|
$
|
(44
|
)
|
|
$
|
901
|
|
|
$
|
(882
|
)
|
|
$
|
19
|
|
Foreign currency
options |
Fixed-maturity securities
|
|
(1
|
)
|
|
(1
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|||||
Three Months Ended March 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Foreign currency forwards
|
Fixed-maturity securities
|
|
$
|
37
|
|
|
$
|
(15
|
)
|
|
$
|
52
|
|
|
$
|
(39
|
)
|
|
$
|
13
|
|
Foreign currency options
|
Fixed-maturity securities
|
|
2
|
|
|
3
|
|
|
(1
|
)
|
|
1
|
|
|
0
|
|
|||||
Interest rate
swaptions |
Fixed-maturity securities
|
|
(91
|
)
|
|
19
|
|
|
(110
|
)
|
|
94
|
|
|
(16
|
)
|
|
Three Months Ended March 31,
|
|||||||||||||||||||
|
2016
|
2015
|
||||||||||||||||||
(In millions)
|
Realized Investment
Gains (Losses) |
Other
Comprehensive Income (Loss) (1) |
Realized Investment
Gains (Losses) |
Other
Comprehensive Income (Loss) (1) |
||||||||||||||||
Qualifying hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
|
$
|
0
|
|
|
|
$
|
3
|
|
|
|
$
|
0
|
|
|
|
$
|
(4
|
)
|
|
Total cash flow hedges
|
|
0
|
|
|
|
3
|
|
|
|
0
|
|
|
|
(4
|
)
|
|
||||
Fair value hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency forwards
(2)
|
|
(25
|
)
|
|
|
0
|
|
|
|
(2
|
)
|
|
|
0
|
|
|
||||
Foreign currency options
(2)
|
|
(1
|
)
|
|
|
0
|
|
|
|
3
|
|
|
|
0
|
|
|
||||
Interest rate swaptions
(2)
|
|
0
|
|
|
|
0
|
|
|
|
3
|
|
|
|
0
|
|
|
||||
Total fair value hedges
|
|
(26
|
)
|
|
|
0
|
|
|
|
4
|
|
|
|
0
|
|
|
||||
Net investment hedge:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Non-derivative hedging instruments
|
|
0
|
|
|
|
(15
|
)
|
|
|
0
|
|
|
|
(1
|
)
|
|
||||
Foreign currency forwards
|
|
0
|
|
|
|
(50
|
)
|
|
|
0
|
|
|
|
2
|
|
|
||||
Foreign currency options
|
|
0
|
|
|
|
(16
|
)
|
|
|
0
|
|
|
|
0
|
|
|
||||
Total net investment hedge
|
|
0
|
|
|
|
(81
|
)
|
|
|
0
|
|
|
|
1
|
|
|
||||
Non-qualifying strategies:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
|
10
|
|
|
|
0
|
|
|
|
(57
|
)
|
|
|
0
|
|
|
||||
Foreign currency forwards
|
|
11
|
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
||||
Credit default swaps
|
|
1
|
|
|
|
0
|
|
|
|
1
|
|
|
|
0
|
|
|
||||
Interest rate swaps
|
|
0
|
|
|
|
0
|
|
|
|
3
|
|
|
|
0
|
|
|
||||
Total non- qualifying strategies
|
|
22
|
|
|
|
0
|
|
|
|
(53
|
)
|
|
|
0
|
|
|
||||
Total
|
|
$
|
(4
|
)
|
|
|
$
|
(78
|
)
|
|
|
$
|
(49
|
)
|
|
|
$
|
(3
|
)
|
|
March 31, 2016
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
in Balance Sheet |
|
|
|
|
||||||||||||||||||||||
(In millions)
|
Gross Amount of Recognized Assets
|
|
Gross Amount
Offset in Balance Sheet |
|
Net Amount of Assets Presented in Balance Sheet
|
|
Carrying Value of Financial Instruments
|
Collateral Received
|
|
Net Amount
|
||||||||||||||||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency swaps
|
|
$
|
493
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
493
|
|
|
|
|
$
|
0
|
|
|
|
$
|
(308
|
)
|
|
|
|
$
|
185
|
|
|
Foreign currency forwards
|
|
644
|
|
|
|
|
0
|
|
|
|
|
644
|
|
|
|
|
0
|
|
|
|
(630
|
)
|
|
|
|
14
|
|
|
||||||
Foreign currency options
|
|
5
|
|
|
|
|
0
|
|
|
|
|
5
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
5
|
|
|
||||||
Credit default swaps
|
|
2
|
|
|
|
|
0
|
|
|
|
|
2
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
2
|
|
|
||||||
Total derivative assets,
subject to a master netting arrangement or offsetting arrangement |
|
1,144
|
|
|
|
|
0
|
|
|
|
|
1,144
|
|
|
|
|
0
|
|
|
|
(938
|
)
|
(1)
|
|
|
206
|
|
|
||||||
Securities lending and
similar arrangements |
|
790
|
|
|
|
|
0
|
|
|
|
|
790
|
|
|
|
|
0
|
|
|
|
(790
|
)
|
|
|
|
0
|
|
|
||||||
Total
|
|
$
|
1,934
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
1,934
|
|
|
|
|
$
|
0
|
|
|
|
$
|
(1,728
|
)
|
|
|
|
$
|
206
|
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset
in Balance Sheet |
|
|
|
|
|||||||||||||||||||||||
(In millions)
|
Gross Amount of Recognized Assets
|
|
Gross Amount Offset in Balance Sheet
|
|
Net Amount of Assets Presented in Balance Sheet
|
|
Carrying Value of Financial Instruments
|
Collateral Received
|
|
Net Amount
|
||||||||||||||||||||||||
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency swaps
|
|
$
|
563
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
563
|
|
|
|
|
$
|
0
|
|
|
|
$
|
(313
|
)
|
|
|
|
$
|
250
|
|
|
Foreign currency forwards
|
|
107
|
|
|
|
|
0
|
|
|
|
|
107
|
|
|
|
|
0
|
|
|
|
(96
|
)
|
|
|
|
11
|
|
|
||||||
Foreign currency options
|
|
5
|
|
|
|
|
0
|
|
|
|
|
5
|
|
|
|
|
0
|
|
|
|
(3
|
)
|
|
|
|
2
|
|
|
||||||
Credit default swaps
|
|
1
|
|
|
|
|
0
|
|
|
|
|
1
|
|
|
|
|
0
|
|
|
|
0
|
|
|
|
|
1
|
|
|
||||||
Total derivative assets,
subject to a master netting arrangement or offsetting arrangement |
|
676
|
|
|
|
|
0
|
|
|
|
|
676
|
|
|
|
|
0
|
|
|
|
(412
|
)
|
(1)
|
|
|
264
|
|
|
||||||
Securities lending and
similar arrangements |
|
921
|
|
|
|
|
0
|
|
|
|
|
921
|
|
|
|
|
0
|
|
|
|
(921
|
)
|
|
|
|
0
|
|
|
||||||
Total
|
|
$
|
1,597
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
1,597
|
|
|
|
|
$
|
0
|
|
|
|
$
|
(1,333
|
)
|
|
|
|
$
|
264
|
|
|
March 31, 2016
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
in Balance Sheet |
|
|
|
|
|||||||||||||||||
(In millions)
|
Gross Amount of Recognized Liabilities
|
|
Gross Amount Offset in Balance Sheet
|
|
Net Amount of Liabilities Presented in Balance Sheet
|
|
Carrying Value of Financial Instruments
|
Collateral Pledged
|
|
Net Amount
|
||||||||||||||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency swaps
|
|
$
|
(272
|
)
|
|
|
|
$
|
0
|
|
|
|
|
$
|
(272
|
)
|
|
|
|
$
|
0
|
|
|
|
$
|
33
|
|
|
|
|
$
|
(239
|
)
|
|
Foreign currency forwards
|
|
(36
|
)
|
|
|
|
0
|
|
|
|
|
(36
|
)
|
|
|
|
0
|
|
|
|
24
|
|
|
|
|
(12
|
)
|
|
||||||
Foreign currency options
|
|
(24
|
)
|
|
|
|
0
|
|
|
|
|
(24
|
)
|
|
|
|
0
|
|
|
|
17
|
|
|
|
|
(7
|
)
|
|
||||||
Total derivative liabilities,
subject to a master netting arrangement or offsetting arrangement |
|
(332
|
)
|
|
|
|
0
|
|
|
|
|
(332
|
)
|
|
|
|
0
|
|
|
|
74
|
|
(1)
|
|
|
(258
|
)
|
|
||||||
Securities lending and
similar arrangements |
|
(830
|
)
|
|
|
|
0
|
|
|
|
|
(830
|
)
|
|
|
|
790
|
|
|
|
0
|
|
|
|
|
(40
|
)
|
|
||||||
Total
|
|
$
|
(1,162
|
)
|
|
|
|
$
|
0
|
|
|
|
|
$
|
(1,162
|
)
|
|
|
|
$
|
790
|
|
|
|
$
|
74
|
|
|
|
|
$
|
(298
|
)
|
|
December 31, 2015
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
Gross Amounts Not Offset
in Balance Sheet |
|
|
|
|
|||||||||||||||||||||||
(In millions)
|
Gross Amount of Recognized Liabilities
|
|
Gross Amount Offset in Balance Sheet
|
|
Net Amount of Liabilities Presented in Balance Sheet
|
|
Carrying Value of Financial Instruments
|
Collateral Pledged
|
|
Net Amount
|
||||||||||||||||||||||||
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency swaps
|
|
$
|
(314
|
)
|
|
|
|
$
|
0
|
|
|
|
|
$
|
(314
|
)
|
|
|
|
$
|
0
|
|
|
|
$
|
1
|
|
|
|
|
$
|
(313
|
)
|
|
Foreign currency forwards
|
|
(49
|
)
|
|
|
|
0
|
|
|
|
|
(49
|
)
|
|
|
|
0
|
|
|
|
18
|
|
|
|
|
(31
|
)
|
|
||||||
Foreign currency options
|
|
(8
|
)
|
|
|
|
0
|
|
|
|
|
(8
|
)
|
|
|
|
0
|
|
|
|
1
|
|
|
|
|
(7
|
)
|
|
||||||
Total derivative liabilities,
subject to a master netting arrangement or offsetting arrangement |
|
(371
|
)
|
|
|
|
0
|
|
|
|
|
(371
|
)
|
|
|
|
0
|
|
|
|
20
|
|
(1)
|
|
|
(351
|
)
|
|
||||||
Securities lending and
similar arrangements |
|
(941
|
)
|
|
|
|
0
|
|
|
|
|
(941
|
)
|
|
|
|
921
|
|
|
|
0
|
|
|
|
|
(20
|
)
|
|
||||||
Total
|
|
$
|
(1,312
|
)
|
|
|
|
$
|
0
|
|
|
|
|
$
|
(1,312
|
)
|
|
|
|
$
|
921
|
|
|
|
$
|
20
|
|
|
|
|
$
|
(371
|
)
|
|
5.
|
FAIR VALUE MEASUREMENTS
|
|
March 31, 2016
|
||||||||||||||||||||||
(In millions)
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
Fair Value |
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Securities available for sale, carried at
fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Government and agencies
|
|
$
|
23,075
|
|
|
|
|
$
|
706
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
23,781
|
|
|
Municipalities
|
|
0
|
|
|
|
|
1,270
|
|
|
|
|
0
|
|
|
|
|
1,270
|
|
|
||||
Mortgage- and asset-backed securities
|
|
0
|
|
|
|
|
368
|
|
|
|
|
237
|
|
|
|
|
605
|
|
|
||||
Public utilities
|
|
0
|
|
|
|
|
7,819
|
|
|
|
|
0
|
|
|
|
|
7,819
|
|
|
||||
Sovereign and supranational
|
|
0
|
|
|
|
|
1,451
|
|
|
|
|
0
|
|
|
|
|
1,451
|
|
|
||||
Banks/financial institutions
|
|
0
|
|
|
|
|
5,830
|
|
|
|
|
26
|
|
|
|
|
5,856
|
|
|
||||
Other corporate
|
|
0
|
|
|
|
|
31,346
|
|
|
|
|
0
|
|
|
|
|
31,346
|
|
|
||||
Total fixed maturities
|
|
23,075
|
|
|
|
|
48,790
|
|
|
|
|
263
|
|
|
|
|
72,128
|
|
|
||||
Perpetual securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Banks/financial institutions
|
|
0
|
|
|
|
|
1,692
|
|
|
|
|
0
|
|
|
|
|
1,692
|
|
|
||||
Other corporate
|
|
0
|
|
|
|
|
217
|
|
|
|
|
0
|
|
|
|
|
217
|
|
|
||||
Total perpetual securities
|
|
0
|
|
|
|
|
1,909
|
|
|
|
|
0
|
|
|
|
|
1,909
|
|
|
||||
Equity securities
|
|
860
|
|
|
|
|
6
|
|
|
|
|
3
|
|
|
|
|
869
|
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
|
0
|
|
|
|
|
381
|
|
|
|
|
112
|
|
|
|
|
493
|
|
|
||||
Foreign currency forwards
|
|
0
|
|
|
|
|
644
|
|
|
|
|
0
|
|
|
|
|
644
|
|
|
||||
Foreign currency options
|
|
0
|
|
|
|
|
5
|
|
|
|
|
0
|
|
|
|
|
5
|
|
|
||||
Credit default swaps
|
|
0
|
|
|
|
|
0
|
|
|
|
|
2
|
|
|
|
|
2
|
|
|
||||
Total other assets
|
|
0
|
|
|
|
|
1,030
|
|
|
|
|
114
|
|
|
|
|
1,144
|
|
|
||||
Other investments
|
|
198
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
198
|
|
|
||||
Cash and cash equivalents
|
|
3,449
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
3,449
|
|
|
||||
Total assets
|
|
$
|
27,582
|
|
|
|
|
$
|
51,735
|
|
|
|
|
$
|
380
|
|
|
|
|
$
|
79,697
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
|
$
|
0
|
|
|
|
|
$
|
97
|
|
|
|
|
$
|
175
|
|
|
|
|
$
|
272
|
|
|
Foreign currency forwards
|
|
0
|
|
|
|
|
36
|
|
|
|
|
0
|
|
|
|
|
36
|
|
|
||||
Foreign currency options
|
|
0
|
|
|
|
|
24
|
|
|
|
|
0
|
|
|
|
|
24
|
|
|
||||
Total liabilities
|
|
$
|
0
|
|
|
|
|
$
|
157
|
|
|
|
|
$
|
175
|
|
|
|
|
$
|
332
|
|
|
|
December 31, 2015
|
||||||||||||||||||||||
(In millions)
|
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
Fair Value |
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Securities available for sale, carried at
fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Government and agencies
|
|
$
|
18,669
|
|
|
|
|
$
|
607
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
19,276
|
|
|
Municipalities
|
|
0
|
|
|
|
|
1,208
|
|
|
|
|
0
|
|
|
|
|
1,208
|
|
|
||||
Mortgage- and asset-backed securities
|
|
0
|
|
|
|
|
362
|
|
|
|
|
220
|
|
|
|
|
582
|
|
|
||||
Public utilities
|
|
0
|
|
|
|
|
7,479
|
|
|
|
|
0
|
|
|
|
|
7,479
|
|
|
||||
Sovereign and supranational
|
|
0
|
|
|
|
|
1,407
|
|
|
|
|
0
|
|
|
|
|
1,407
|
|
|
||||
Banks/financial institutions
|
|
0
|
|
|
|
|
5,993
|
|
|
|
|
26
|
|
|
|
|
6,019
|
|
|
||||
Other corporate
|
|
0
|
|
|
|
|
29,378
|
|
|
|
|
0
|
|
|
|
|
29,378
|
|
|
||||
Total fixed maturities
|
|
18,669
|
|
|
|
|
46,434
|
|
|
|
|
246
|
|
|
|
|
65,349
|
|
|
||||
Perpetual securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Banks/financial institutions
|
|
0
|
|
|
|
|
1,742
|
|
|
|
|
0
|
|
|
|
|
1,742
|
|
|
||||
Other corporate
|
|
0
|
|
|
|
|
205
|
|
|
|
|
0
|
|
|
|
|
205
|
|
|
||||
Total perpetual securities
|
|
0
|
|
|
|
|
1,947
|
|
|
|
|
0
|
|
|
|
|
1,947
|
|
|
||||
Equity securities
|
|
489
|
|
|
|
|
6
|
|
|
|
|
3
|
|
|
|
|
498
|
|
|
||||
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
|
0
|
|
|
|
|
462
|
|
|
|
|
101
|
|
|
|
|
563
|
|
|
||||
Foreign currency forwards
|
|
0
|
|
|
|
|
107
|
|
|
|
|
0
|
|
|
|
|
107
|
|
|
||||
Foreign currency options
|
|
0
|
|
|
|
|
5
|
|
|
|
|
0
|
|
|
|
|
5
|
|
|
||||
Credit default swaps
|
|
0
|
|
|
|
|
0
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
||||
Total other assets
|
|
0
|
|
|
|
|
574
|
|
|
|
|
102
|
|
|
|
|
676
|
|
|
||||
Other investments
|
|
176
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
176
|
|
|
||||
Cash and cash equivalents
|
|
4,350
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
4,350
|
|
|
||||
Total assets
|
|
$
|
23,684
|
|
|
|
|
$
|
48,961
|
|
|
|
|
$
|
351
|
|
|
|
|
$
|
72,996
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency swaps
|
|
$
|
0
|
|
|
|
|
$
|
21
|
|
|
|
|
$
|
293
|
|
|
|
|
$
|
314
|
|
|
Foreign currency forwards
|
|
0
|
|
|
|
|
49
|
|
|
|
|
0
|
|
|
|
|
49
|
|
|
||||
Foreign currency options
|
|
0
|
|
|
|
|
8
|
|
|
|
|
0
|
|
|
|
|
8
|
|
|
||||
Total liabilities
|
|
$
|
0
|
|
|
|
|
$
|
78
|
|
|
|
|
$
|
293
|
|
|
|
|
$
|
371
|
|
|
|
March 31, 2016
|
|||||||||||||||||||||||||||
(In millions)
|
Carrying
Value |
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
Fair Value |
||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities held to maturity,
carried at amortized cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Government and agencies
|
|
$
|
21,409
|
|
|
|
$
|
27,595
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
27,595
|
|
|
Municipalities
|
|
365
|
|
|
|
0
|
|
|
|
|
487
|
|
|
|
|
0
|
|
|
|
|
487
|
|
|
|||||
Mortgage and asset-backed
securities |
|
37
|
|
|
|
0
|
|
|
|
|
13
|
|
|
|
|
27
|
|
|
|
|
40
|
|
|
|||||
Public utilities
|
|
3,309
|
|
|
|
0
|
|
|
|
|
3,520
|
|
|
|
|
0
|
|
|
|
|
3,520
|
|
|
|||||
Sovereign and
supranational |
|
2,735
|
|
|
|
0
|
|
|
|
|
2,987
|
|
|
|
|
0
|
|
|
|
|
2,987
|
|
|
|||||
Banks/financial institutions
|
|
4,566
|
|
|
|
0
|
|
|
|
|
4,731
|
|
|
|
|
0
|
|
|
|
|
4,731
|
|
|
|||||
Other corporate
|
|
3,094
|
|
|
|
0
|
|
|
|
|
3,447
|
|
|
|
|
0
|
|
|
|
|
3,447
|
|
|
|||||
Other investments
|
|
252
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
253
|
|
|
|
|
253
|
|
|
|||||
Total assets
|
|
$
|
35,767
|
|
|
|
$
|
27,595
|
|
|
|
|
$
|
15,185
|
|
|
|
|
$
|
280
|
|
|
|
|
$
|
43,060
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other policyholders’ funds
|
|
$
|
6,781
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
6,649
|
|
|
|
|
$
|
6,649
|
|
|
Notes payable
(excluding capital leases) |
|
4,965
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
5,353
|
|
|
|
|
5,353
|
|
|
|||||
Total liabilities
|
|
$
|
11,746
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
12,002
|
|
|
|
|
$
|
12,002
|
|
|
|
December 31, 2015
|
|||||||||||||||||||||||||||
(In millions)
|
Carrying
Value |
Quoted Prices in
Active Markets for Identical Assets (Level 1) |
|
Significant
Observable Inputs (Level 2) |
|
Significant
Unobservable Inputs (Level 3) |
|
Total
Fair Value |
||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Securities held to maturity,
carried at amortized cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Government and agencies
|
|
$
|
20,004
|
|
|
|
$
|
23,391
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
23,391
|
|
|
Municipalities
|
|
341
|
|
|
|
0
|
|
|
|
|
415
|
|
|
|
|
0
|
|
|
|
|
415
|
|
|
|||||
Mortgage and asset-backed
securities |
|
36
|
|
|
|
0
|
|
|
|
|
12
|
|
|
|
|
26
|
|
|
|
|
38
|
|
|
|||||
Public utilities
|
|
3,092
|
|
|
|
0
|
|
|
|
|
3,203
|
|
|
|
|
0
|
|
|
|
|
3,203
|
|
|
|||||
Sovereign and
supranational |
|
2,555
|
|
|
|
0
|
|
|
|
|
2,711
|
|
|
|
|
0
|
|
|
|
|
2,711
|
|
|
|||||
Banks/financial institutions
|
|
4,431
|
|
|
|
0
|
|
|
|
|
4,546
|
|
|
|
|
0
|
|
|
|
|
4,546
|
|
|
|||||
Other corporate
|
|
3,000
|
|
|
|
0
|
|
|
|
|
3,216
|
|
|
|
|
0
|
|
|
|
|
3,216
|
|
|
|||||
Other investments
|
|
118
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
118
|
|
|
|
|
118
|
|
|
|||||
Total assets
|
|
$
|
33,577
|
|
|
|
$
|
23,391
|
|
|
|
|
$
|
14,103
|
|
|
|
|
$
|
144
|
|
|
|
|
$
|
37,638
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other policyholders’ funds
|
|
$
|
6,285
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
6,160
|
|
|
|
|
$
|
6,160
|
|
|
Notes payable
(excluding capital leases) |
|
4,991
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
5,285
|
|
|
|
|
5,285
|
|
|
|||||
Total liabilities
|
|
$
|
11,276
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
11,445
|
|
|
|
|
$
|
11,445
|
|
|
|
|
March 31, 2016
|
||||||||||||||||||||||
(In millions)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
Total
Fair Value |
||||||||||||||||
Securities available for sale, carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Government and agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
$
|
23,075
|
|
|
|
|
$
|
706
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
23,781
|
|
|
Total government and agencies
|
|
|
23,075
|
|
|
|
|
706
|
|
|
|
|
0
|
|
|
|
|
23,781
|
|
|
||||
Municipalities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
1,270
|
|
|
|
|
0
|
|
|
|
|
1,270
|
|
|
||||
Total municipalities
|
|
|
0
|
|
|
|
|
1,270
|
|
|
|
|
0
|
|
|
|
|
1,270
|
|
|
||||
Mortgage- and asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
368
|
|
|
|
|
0
|
|
|
|
|
368
|
|
|
||||
Broker/other
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
237
|
|
|
|
|
237
|
|
|
||||
Total mortgage- and asset-backed securities
|
|
|
0
|
|
|
|
|
368
|
|
|
|
|
237
|
|
|
|
|
605
|
|
|
||||
Public utilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
7,819
|
|
|
|
|
0
|
|
|
|
|
7,819
|
|
|
||||
Total public utilities
|
|
|
0
|
|
|
|
|
7,819
|
|
|
|
|
0
|
|
|
|
|
7,819
|
|
|
||||
Sovereign and supranational:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
1,451
|
|
|
|
|
0
|
|
|
|
|
1,451
|
|
|
||||
Total sovereign and supranational
|
|
|
0
|
|
|
|
|
1,451
|
|
|
|
|
0
|
|
|
|
|
1,451
|
|
|
||||
Banks/financial institutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
5,830
|
|
|
|
|
0
|
|
|
|
|
5,830
|
|
|
||||
Broker/other
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
26
|
|
|
|
|
26
|
|
|
||||
Total banks/financial institutions
|
|
|
0
|
|
|
|
|
5,830
|
|
|
|
|
26
|
|
|
|
|
5,856
|
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
31,346
|
|
|
|
|
0
|
|
|
|
|
31,346
|
|
|
||||
Total other corporate
|
|
|
0
|
|
|
|
|
31,346
|
|
|
|
|
0
|
|
|
|
|
31,346
|
|
|
||||
Total fixed maturities
|
|
|
23,075
|
|
|
|
|
48,790
|
|
|
|
|
263
|
|
|
|
|
72,128
|
|
|
||||
Perpetual securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Banks/financial institutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
1,648
|
|
|
|
|
0
|
|
|
|
|
1,648
|
|
|
||||
Broker/other
|
|
|
0
|
|
|
|
|
44
|
|
|
|
|
0
|
|
|
|
|
44
|
|
|
||||
Total banks/financial institutions
|
|
|
0
|
|
|
|
|
1,692
|
|
|
|
|
0
|
|
|
|
|
1,692
|
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
217
|
|
|
|
|
0
|
|
|
|
|
217
|
|
|
||||
Total other corporate
|
|
|
0
|
|
|
|
|
217
|
|
|
|
|
0
|
|
|
|
|
217
|
|
|
||||
Total perpetual securities
|
|
|
0
|
|
|
|
|
1,909
|
|
|
|
|
0
|
|
|
|
|
1,909
|
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
860
|
|
|
|
|
6
|
|
|
|
|
0
|
|
|
|
|
866
|
|
|
||||
Broker/other
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
3
|
|
|
|
|
3
|
|
|
||||
Total equity securities
|
|
|
860
|
|
|
|
|
6
|
|
|
|
|
3
|
|
|
|
|
869
|
|
|
||||
Total securities available for sale
|
|
|
$
|
23,935
|
|
|
|
|
$
|
50,705
|
|
|
|
|
$
|
266
|
|
|
|
|
$
|
74,906
|
|
|
|
|
March 31, 2016
|
||||||||||||||||||||||
(In millions)
|
|
Quoted Prices in Active Markets for Identical Assets
(Level 1) |
|
Significant Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
Total
Fair Value |
||||||||||||||||
Securities held to maturity, carried at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Government and agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
$
|
27,595
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
27,595
|
|
|
Total government and agencies
|
|
|
27,595
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
27,595
|
|
|
||||
Municipalities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
487
|
|
|
|
|
0
|
|
|
|
|
487
|
|
|
||||
Total municipalities
|
|
|
0
|
|
|
|
|
487
|
|
|
|
|
0
|
|
|
|
|
487
|
|
|
||||
Mortgage- and asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
13
|
|
|
|
|
0
|
|
|
|
|
13
|
|
|
||||
Broker/other
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
27
|
|
|
|
|
27
|
|
|
||||
Total mortgage- and asset-backed securities
|
|
|
0
|
|
|
|
|
13
|
|
|
|
|
27
|
|
|
|
|
40
|
|
|
||||
Public utilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
3,520
|
|
|
|
|
0
|
|
|
|
|
3,520
|
|
|
||||
Total public utilities
|
|
|
0
|
|
|
|
|
3,520
|
|
|
|
|
0
|
|
|
|
|
3,520
|
|
|
||||
Sovereign and supranational:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
2,987
|
|
|
|
|
0
|
|
|
|
|
2,987
|
|
|
||||
Total sovereign and supranational
|
|
|
0
|
|
|
|
|
2,987
|
|
|
|
|
0
|
|
|
|
|
2,987
|
|
|
||||
Banks/financial institutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
4,731
|
|
|
|
|
0
|
|
|
|
|
4,731
|
|
|
||||
Total banks/financial institutions
|
|
|
0
|
|
|
|
|
4,731
|
|
|
|
|
0
|
|
|
|
|
4,731
|
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
3,447
|
|
|
|
|
0
|
|
|
|
|
3,447
|
|
|
||||
Total other corporate
|
|
|
0
|
|
|
|
|
3,447
|
|
|
|
|
0
|
|
|
|
|
3,447
|
|
|
||||
Total securities held to maturity
|
|
|
$
|
27,595
|
|
|
|
|
$
|
15,185
|
|
|
|
|
$
|
27
|
|
|
|
|
$
|
42,807
|
|
|
|
|
December 31, 2015
|
||||||||||||||||||||||
(In millions)
|
|
Quoted Prices in Active Markets
for Identical Assets (Level 1) |
|
Significant Observable
Inputs (Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
Total
Fair Value |
||||||||||||||||
Securities available for sale, carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Government and agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
$
|
18,669
|
|
|
|
|
$
|
607
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
19,276
|
|
|
Total government and agencies
|
|
|
18,669
|
|
|
|
|
607
|
|
|
|
|
0
|
|
|
|
|
19,276
|
|
|
||||
Municipalities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
1,208
|
|
|
|
|
0
|
|
|
|
|
1,208
|
|
|
||||
Total municipalities
|
|
|
0
|
|
|
|
|
1,208
|
|
|
|
|
0
|
|
|
|
|
1,208
|
|
|
||||
Mortgage- and asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
362
|
|
|
|
|
0
|
|
|
|
|
362
|
|
|
||||
Broker/other
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
220
|
|
|
|
|
220
|
|
|
||||
Total mortgage- and asset-backed securities
|
|
|
0
|
|
|
|
|
362
|
|
|
|
|
220
|
|
|
|
|
582
|
|
|
||||
Public utilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
7,479
|
|
|
|
|
0
|
|
|
|
|
7,479
|
|
|
||||
Total public utilities
|
|
|
0
|
|
|
|
|
7,479
|
|
|
|
|
0
|
|
|
|
|
7,479
|
|
|
||||
Sovereign and supranational:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
1,407
|
|
|
|
|
0
|
|
|
|
|
1,407
|
|
|
||||
Total sovereign and supranational
|
|
|
0
|
|
|
|
|
1,407
|
|
|
|
|
0
|
|
|
|
|
1,407
|
|
|
||||
Banks/financial institutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
5,993
|
|
|
|
|
0
|
|
|
|
|
5,993
|
|
|
||||
Broker/other
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
26
|
|
|
|
|
26
|
|
|
||||
Total banks/financial institutions
|
|
|
0
|
|
|
|
|
5,993
|
|
|
|
|
26
|
|
|
|
|
6,019
|
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
29,378
|
|
|
|
|
0
|
|
|
|
|
29,378
|
|
|
||||
Total other corporate
|
|
|
0
|
|
|
|
|
29,378
|
|
|
|
|
0
|
|
|
|
|
29,378
|
|
|
||||
Total fixed maturities
|
|
|
18,669
|
|
|
|
|
46,434
|
|
|
|
|
246
|
|
|
|
|
65,349
|
|
|
||||
Perpetual securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Banks/financial institutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
1,742
|
|
|
|
|
0
|
|
|
|
|
1,742
|
|
|
||||
Total banks/financial institutions
|
|
|
0
|
|
|
|
|
1,742
|
|
|
|
|
0
|
|
|
|
|
1,742
|
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
205
|
|
|
|
|
0
|
|
|
|
|
205
|
|
|
||||
Total other corporate
|
|
|
0
|
|
|
|
|
205
|
|
|
|
|
0
|
|
|
|
|
205
|
|
|
||||
Total perpetual securities
|
|
|
0
|
|
|
|
|
1,947
|
|
|
|
|
0
|
|
|
|
|
1,947
|
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
489
|
|
|
|
|
6
|
|
|
|
|
0
|
|
|
|
|
495
|
|
|
||||
Broker/other
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
3
|
|
|
|
|
3
|
|
|
||||
Total equity securities
|
|
|
489
|
|
|
|
|
6
|
|
|
|
|
3
|
|
|
|
|
498
|
|
|
||||
Total securities available for sale
|
|
|
$
|
19,158
|
|
|
|
|
$
|
48,387
|
|
|
|
|
$
|
249
|
|
|
|
|
$
|
67,794
|
|
|
|
|
December 31, 2015
|
||||||||||||||||||||||
(In millions)
|
|
Quoted Prices in Active Markets
for Identical Assets (Level 1) |
|
Significant Observable
Inputs (Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
|
Total
Fair Value |
||||||||||||||||
Securities held to maturity, carried at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Government and agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
$
|
23,391
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
23,391
|
|
|
Total government and agencies
|
|
|
23,391
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
23,391
|
|
|
||||
Municipalities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
415
|
|
|
|
|
0
|
|
|
|
|
415
|
|
|
||||
Total municipalities
|
|
|
0
|
|
|
|
|
415
|
|
|
|
|
0
|
|
|
|
|
415
|
|
|
||||
Mortgage- and asset-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
12
|
|
|
|
|
0
|
|
|
|
|
12
|
|
|
||||
Broker/other
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
26
|
|
|
|
|
26
|
|
|
||||
Total mortgage- and asset-backed securities
|
|
|
0
|
|
|
|
|
12
|
|
|
|
|
26
|
|
|
|
|
38
|
|
|
||||
Public utilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
3,203
|
|
|
|
|
0
|
|
|
|
|
3,203
|
|
|
||||
Total public utilities
|
|
|
0
|
|
|
|
|
3,203
|
|
|
|
|
0
|
|
|
|
|
3,203
|
|
|
||||
Sovereign and supranational:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
2,711
|
|
|
|
|
0
|
|
|
|
|
2,711
|
|
|
||||
Total sovereign and supranational
|
|
|
0
|
|
|
|
|
2,711
|
|
|
|
|
0
|
|
|
|
|
2,711
|
|
|
||||
Banks/financial institutions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
4,546
|
|
|
|
|
0
|
|
|
|
|
4,546
|
|
|
||||
Total banks/financial institutions
|
|
|
0
|
|
|
|
|
4,546
|
|
|
|
|
0
|
|
|
|
|
4,546
|
|
|
||||
Other corporate:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Third party pricing vendor
|
|
|
0
|
|
|
|
|
3,189
|
|
|
|
|
0
|
|
|
|
|
3,189
|
|
|
||||
Broker/other
|
|
|
0
|
|
|
|
|
27
|
|
|
|
|
0
|
|
|
|
|
27
|
|
|
||||
Total other corporate
|
|
|
0
|
|
|
|
|
3,216
|
|
|
|
|
0
|
|
|
|
|
3,216
|
|
|
||||
Total securities held to maturity
|
|
|
$
|
23,391
|
|
|
|
|
$
|
14,103
|
|
|
|
|
$
|
26
|
|
|
|
|
$
|
37,520
|
|
|
Three Months Ended
March 31, 2016 |
||||||||||||||||||||||||||||||||||||||||||||
|
Fixed Maturities
|
|
Perpetual
Securities |
|
Equity
Securities |
|
Derivatives
(1)
|
|
|
|
||||||||||||||||||||||||||||||||||
(In millions)
|
Mortgage-
and Asset- Backed Securities |
|
Public
Utilities |
|
Sovereign
and Supranational |
|
Banks/
Financial Institutions |
|
Other
Corporate |
|
Banks/
Financial Institutions |
|
|
|
Interest
Rate Swaps |
|
Foreign
Currency Swaps |
|
Credit
Default Swaps |
|
Total
|
|
||||||||||||||||||||||
Balance, beginning of period
|
$
|
220
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
26
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
3
|
|
|
$
|
0
|
|
|
$
|
(192
|
)
|
|
$
|
1
|
|
|
$
|
58
|
|
|
Realized investment gains (losses) included
in earnings |
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
125
|
|
|
1
|
|
|
126
|
|
|
|||||||||||
Unrealized gains (losses) included in other
comprehensive income (loss) |
21
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
4
|
|
|
0
|
|
|
25
|
|
|
|||||||||||
Purchases, issuances, sales and settlements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Purchases
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|||||||||||
Issuances
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|||||||||||
Sales
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|||||||||||
Settlements
|
(4
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(4
|
)
|
|
|||||||||||
Transfers into Level 3
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|||||||||||
Transfers out of Level 3
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|||||||||||
Balance, end of period
|
$
|
237
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
26
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
3
|
|
|
$
|
0
|
|
|
$
|
(63
|
)
|
|
$
|
2
|
|
|
$
|
205
|
|
|
Changes in unrealized gains (losses) relating
to Level 3 assets and liabilities still held at the end of the period included in realized investment gains (losses) |
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
125
|
|
|
$
|
1
|
|
|
$
|
126
|
|
|
Three Months Ended
March 31, 2015 |
||||||||||||||||||||||||||||||||||||||||||||
|
Fixed Maturities
|
|
Perpetual
Securities |
|
Equity
Securities |
|
Derivatives
(1)
|
|
|
|
||||||||||||||||||||||||||||||||||
(In millions)
|
Mortgage-
and Asset- Backed Securities |
|
Public
Utilities |
|
Sovereign
and Supranational |
|
Banks/
Financial Institutions |
|
Other
Corporate |
|
Banks/
Financial Institutions |
|
|
|
Interest
Rate Swaps |
|
Foreign
Currency Swaps |
|
Credit
Default Swaps |
|
Total
|
|
||||||||||||||||||||||
Balance, beginning of period
|
$
|
223
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
26
|
|
|
$
|
0
|
|
|
$
|
149
|
|
|
$
|
3
|
|
|
$
|
0
|
|
|
$
|
(212
|
)
|
|
$
|
0
|
|
|
$
|
189
|
|
|
Realized investment gains (losses) included
in earnings |
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(83
|
)
|
|
1
|
|
|
(82
|
)
|
|
|||||||||||
Unrealized gains (losses) included in other
comprehensive income (loss) |
(1
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
1
|
|
|
0
|
|
|
0
|
|
|
(4
|
)
|
|
0
|
|
|
(4
|
)
|
|
|||||||||||
Purchases, issuances, sales and settlements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Purchases
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|||||||||||
Issuances
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|||||||||||
Sales
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|||||||||||
Settlements
|
(1
|
)
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
16
|
|
|
0
|
|
|
15
|
|
|
|||||||||||
Transfers into Level 3
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|||||||||||
Transfers out of Level 3
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|||||||||||
Balance, end of period
|
$
|
221
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
26
|
|
|
$
|
0
|
|
|
$
|
150
|
|
|
$
|
3
|
|
|
$
|
0
|
|
|
$
|
(283
|
)
|
|
$
|
1
|
|
|
$
|
118
|
|
|
Changes in unrealized gains (losses) relating
to Level 3 assets and liabilities still held at the end of the period included in realized investment gains (losses) |
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
0
|
|
|
$
|
(83
|
)
|
|
$
|
1
|
|
|
$
|
(82
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|||||||||||||
(In millions)
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Unobservable Input
|
|
Range
(Weighted Average) |
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||
Securities available for sale, carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
||
Mortgage- and asset-backed securities
|
|
|
$
|
237
|
|
|
|
Consensus pricing
|
|
Offered quotes
|
|
N/A
|
(d)
|
Banks/financial institutions
|
|
|
26
|
|
|
|
Consensus pricing
|
|
Offered quotes
|
|
N/A
|
(d)
|
|
Equity securities
|
|
|
3
|
|
|
|
Net asset value
|
|
Offered quotes
|
|
$1 - $724 ($8)
|
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
||
Foreign currency swaps
|
|
|
15
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
1.64% - 2.14%
|
(a)
|
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.15% - .60%
|
(b)
|
||
|
|
|
|
|
|
|
|
CDS spreads
|
|
32 - 147 bps
|
|
||
|
|
|
|
|
|
|
|
Foreign exchange rates
|
|
20.34%
|
(c)
|
||
|
|
|
12
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
1.64% - 2.14%
|
(a)
|
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.15% - .60%
|
(b)
|
||
|
|
|
|
|
|
|
|
CDS spreads
|
|
12 - 82 bps
|
|
||
|
|
|
85
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
1.64% - 2.14%
|
(a)
|
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.15% - .60%
|
(b)
|
||
|
|
|
|
|
|
|
|
Foreign exchange rates
|
|
20.34%
|
(c)
|
||
Credit default swaps
|
|
|
2
|
|
|
|
Discounted cash flow
|
|
Base correlation
|
|
64.18% - 69.87%
|
(e)
|
|
|
|
|
|
|
|
|
|
CDS spreads
|
|
84 bps
|
|
||
|
|
|
|
|
|
|
|
Recovery rate
|
|
36.95%
|
|
||
Total assets
|
|
|
$
|
380
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|||||||||||||
(In millions)
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Unobservable Input
|
|
Range
(Weighted Average) |
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||
Foreign currency swaps
|
|
|
$
|
119
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
1.64% - 2.14%
|
(a)
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.15% - .60%
|
(b)
|
||
|
|
|
|
|
|
|
|
CDS spreads
|
|
32 - 147 bps
|
|
||
|
|
|
|
|
|
|
|
Foreign exchange rates
|
|
20.34%
|
(c)
|
||
|
|
|
46
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
1.64% - 2.14%
|
(a)
|
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.15% - .60%
|
(b)
|
||
|
|
|
|
|
|
|
|
CDS spreads
|
|
35 - 213 bps
|
|
||
|
|
|
10
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
1.64% - 2.14%
|
(a)
|
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.15% - .60%
|
(b)
|
||
|
|
|
|
|
|
|
|
Foreign exchange rates
|
|
20.34%
|
(c)
|
||
Total liabilities
|
|
|
$
|
175
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|||||||||||||
(In millions)
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Unobservable Input
|
|
Range
(Weighted Average) |
|
||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||
Securities available for sale, carried at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
||
Mortgage- and asset-backed securities
|
|
|
$
|
220
|
|
|
|
Consensus pricing
|
|
Offered quotes
|
|
N/A
|
(d)
|
Banks/financial institutions
|
|
|
26
|
|
|
|
Consensus pricing
|
|
Offered quotes
|
|
N/A
|
(d)
|
|
Equity securities
|
|
|
3
|
|
|
|
Net asset value
|
|
Offered quotes
|
|
$1-$677 ($7)
|
|
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
||
Foreign currency swaps
|
|
|
7
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
2.20% - 2.62%
|
(a)
|
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.42% - 1.22%
|
(b)
|
||
|
|
|
|
|
|
|
|
CDS spreads
|
|
32 - 147 bps
|
|
||
|
|
|
|
|
|
|
|
Foreign exchange rates
|
|
20.05%
|
(c)
|
||
|
|
|
94
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
2.20% - 2.62%
|
(a)
|
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.42% - 1.22%
|
(b)
|
||
|
|
|
|
|
|
|
|
Foreign exchange rates
|
|
20.05%
|
(c)
|
||
Credit default swaps
|
|
|
1
|
|
|
|
Discounted cash flow
|
|
Base correlation
|
|
53.26% - 58.40%
|
(e)
|
|
|
|
|
|
|
|
|
|
CDS spreads
|
|
123 bps
|
|
||
|
|
|
|
|
|
|
|
Recovery rate
|
|
36.87%
|
|
||
Total assets
|
|
|
$
|
351
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
|
||||||||||||
(In millions)
|
|
Fair Value
|
|
Valuation Technique(s)
|
|
Unobservable Input
|
|
Range
(Weighted Average) |
|
||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||
Foreign currency swaps
|
|
|
$
|
158
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
2.20% - 2.62%
|
(a)
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.42% - 1.22%
|
(b)
|
||
|
|
|
|
|
|
|
|
CDS spreads
|
|
32 - 147 bps
|
|
||
|
|
|
|
|
|
|
|
Foreign exchange rates
|
|
20.05%
|
(c)
|
||
|
|
|
120
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
2.20% - 2.62%
|
(a)
|
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.42% - 1.22%
|
(b)
|
||
|
|
|
|
|
|
|
|
CDS spreads
|
|
35 - 213 bps
|
|
||
|
|
|
15
|
|
|
|
Discounted cash flow
|
|
Interest rates (USD)
|
|
2.20% - 2.62%
|
(a)
|
|
|
|
|
|
|
|
|
|
Interest rates (JPY)
|
|
.42% - 1.22%
|
(b)
|
||
|
|
|
|
|
|
|
|
Foreign exchange rates
|
|
20.05%
|
(c)
|
||
Total liabilities
|
|
|
$
|
293
|
|
|
|
|
|
|
|
|
|
6.
|
REINSURANCE
|
|
|
Three Months Ended
March 31, |
||||||||||
(In millions)
|
|
2016
|
|
2015
|
||||||||
Direct premium income
|
|
|
$
|
4,690
|
|
|
|
|
$
|
4,514
|
|
|
Ceded to other companies:
|
|
|
|
|
|
|
|
|
||||
Ceded Aflac Japan closed blocks
|
|
|
(134
|
)
|
|
|
|
(90
|
)
|
|
||
Other
|
|
|
(12
|
)
|
|
|
|
(10
|
)
|
|
||
Assumed from other companies:
|
|
|
|
|
|
|
|
|
||||
Retrocession activities
|
|
|
56
|
|
|
|
|
15
|
|
|
||
Other
|
|
|
2
|
|
|
|
|
3
|
|
|
||
Net premium income
|
|
|
$
|
4,602
|
|
|
|
|
$
|
4,432
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct benefits and claims
|
|
|
$
|
3,103
|
|
|
|
|
$
|
3,025
|
|
|
Ceded benefits and change in reserves for future benefits:
|
|
|
|
|
|
|
|
|
||||
Ceded Aflac Japan closed blocks
|
|
|
(121
|
)
|
|
|
|
(80
|
)
|
|
||
Other
|
|
|
4
|
|
|
|
|
(7
|
)
|
|
||
Assumed from other companies:
|
|
|
|
|
|
|
|
|
||||
Retrocession activities
|
|
|
53
|
|
|
|
|
14
|
|
|
||
Other
|
|
|
(14
|
)
|
|
|
|
0
|
|
|
||
Benefits and claims, net
|
|
|
$
|
3,025
|
|
|
|
|
$
|
2,952
|
|
|
7.
|
NOTES PAYABLE
|
(In millions)
|
March 31, 2016
|
|
December 31, 2015
|
||||||||
2.65% senior notes due February 2017
|
|
$
|
650
|
|
(1)
|
|
|
$
|
651
|
|
(1)
|
2.40% senior notes due March 2020
|
|
547
|
|
|
|
|
546
|
|
|
||
4.00% senior notes due February 2022
|
|
348
|
|
|
|
|
348
|
|
|
||
3.625% senior notes due June 2023
|
|
696
|
|
|
|
|
696
|
|
|
||
3.625% senior notes due November 2024
|
|
744
|
|
(2)
|
|
|
744
|
|
(2)
|
||
3.25% senior notes due March 2025
|
|
446
|
|
(2)
|
|
|
445
|
|
(2)
|
||
6.90% senior notes due December 2039
|
|
393
|
|
(2)
|
|
|
393
|
|
(2)
|
||
6.45% senior notes due August 2040
|
|
444
|
|
(2)
|
|
|
445
|
|
(2)
|
||
5.50% subordinated debentures due September 2052
|
|
486
|
|
|
|
|
486
|
|
|
||
Yen-denominated Uridashi notes:
|
|
|
|
|
|
|
|
||||
2.26% notes due September 2016 (principal amount 8 billion yen)
|
|
71
|
|
|
|
|
66
|
|
|
||
Yen-denominated Samurai notes:
|
|
|
|
|
|
|
|
||||
1.84% notes due July 2016 (principal amount 15.8 billion yen)
|
|
140
|
|
|
|
|
131
|
|
|
||
Capitalized lease obligations payable through 2023
|
|
19
|
|
|
|
|
20
|
|
|
||
Total notes payable
|
|
$
|
4,984
|
|
|
|
|
$
|
4,971
|
|
|
8.
|
SHAREHOLDERS’ EQUITY
|
(In thousands of shares)
|
2016
|
|
2015
|
||
Common stock - issued:
|
|
|
|
||
Balance, beginning of period
|
669,723
|
|
|
668,132
|
|
Exercise of stock options and issuance of restricted shares
|
678
|
|
|
722
|
|
Balance, end of period
|
670,401
|
|
|
668,854
|
|
Treasury stock:
|
|
|
|
||
Balance, beginning of period
|
245,343
|
|
|
225,687
|
|
Purchases of treasury stock:
|
|
|
|
||
Open market
|
10,152
|
|
|
9,827
|
|
Other
|
189
|
|
|
162
|
|
Dispositions of treasury stock:
|
|
|
|
||
Shares issued to AFL Stock Plan
|
(311
|
)
|
|
(295
|
)
|
Exercise of stock options
|
(64
|
)
|
|
(192
|
)
|
Other
|
(111
|
)
|
|
(106
|
)
|
Balance, end of period
|
255,198
|
|
|
235,083
|
|
Shares outstanding, end of period
|
415,203
|
|
|
433,771
|
|
|
Three Months Ended
March 31, |
|
|||||||
(In thousands)
|
2016
|
|
2015
|
||||||
Anti-dilutive share-based awards
|
|
2,682
|
|
|
|
|
1,878
|
|
|
|
|
Three Months Ended
March 31, 2016 |
|||||||||||||||||||||||||||||
(In millions)
|
Unrealized Foreign
Currency Translation Gains (Losses) |
|
Unrealized
Gains (Losses) on Investment Securities |
|
Unrealized
Gains (Losses) on Derivatives |
|
Pension Liability Adjustment
|
|
Total
|
||||||||||||||||||||
Balance, beginning of period
|
|
$
|
(2,196
|
)
|
|
|
|
$
|
2,986
|
|
|
|
|
$
|
(26
|
)
|
|
|
|
$
|
(139
|
)
|
|
|
|
$
|
625
|
|
|
Other comprehensive
income (loss) before reclassification |
|
612
|
|
|
|
|
1,748
|
|
|
|
|
2
|
|
|
|
|
(1
|
)
|
|
|
|
2,361
|
|
|
|||||
Amounts reclassified from
accumulated other comprehensive income (loss) |
|
0
|
|
|
|
|
(50
|
)
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
(50
|
)
|
|
|||||
Net current-period other
comprehensive income (loss) |
|
612
|
|
|
|
|
1,698
|
|
|
|
|
2
|
|
|
|
|
(1
|
)
|
|
|
|
2,311
|
|
|
|||||
Balance, end of period
|
|
$
|
(1,584
|
)
|
|
|
|
$
|
4,684
|
|
|
|
|
$
|
(24
|
)
|
|
|
|
$
|
(140
|
)
|
|
|
|
$
|
2,936
|
|
|
Three Months Ended
March 31, 2015 |
|||||||||||||||||||||||||||||
(In millions)
|
Unrealized Foreign
Currency Translation Gains (Losses) |
|
Unrealized
Gains (Losses) on Investment Securities |
|
Unrealized
Gains (Losses) on Derivatives |
|
Pension Liability Adjustment
|
|
Total
|
||||||||||||||||||||
Balance, beginning of period
|
|
$
|
(2,541
|
)
|
|
|
|
$
|
4,672
|
|
|
|
|
$
|
(26
|
)
|
|
|
|
$
|
(126
|
)
|
|
|
|
$
|
1,979
|
|
|
Other comprehensive
income (loss) before reclassification |
|
1
|
|
|
|
|
386
|
|
|
|
|
(2
|
)
|
|
|
|
0
|
|
|
|
|
385
|
|
|
|||||
Amounts reclassified from
accumulated other comprehensive income (loss) |
|
0
|
|
|
|
|
(32
|
)
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
(32
|
)
|
|
|||||
Net current-period other
comprehensive income (loss) |
|
1
|
|
|
|
|
354
|
|
|
|
|
(2
|
)
|
|
|
|
0
|
|
|
|
|
353
|
|
|
|||||
Balance, end of period
|
|
$
|
(2,540
|
)
|
|
|
|
$
|
5,026
|
|
|
|
|
$
|
(28
|
)
|
|
|
|
$
|
(126
|
)
|
|
|
|
$
|
2,332
|
|
|
|
|
(In millions)
|
Three Months Ended
March 31, 2016 |
|
||||
Details about Accumulated Other Comprehensive Income Components
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
Affected Line Item in the
Statements of Earnings |
||||
Unrealized gains (losses) on available-for-sale
securities |
|
$
|
91
|
|
|
Sales and redemptions
|
|
|
(14
|
)
|
|
Other-than-temporary impairment
losses realized |
|
|
|
77
|
|
|
Total before tax
|
|
|
|
(27
|
)
|
|
Tax (expense) or benefit
(1)
|
|
|
|
$
|
50
|
|
|
Net of tax
|
Amortization of defined benefit pension items:
|
|
|
|
|
||
Actuarial gains (losses)
|
|
$
|
(3
|
)
|
|
Acquisition and operating expenses
(2)
|
Prior service (cost) credit
|
|
3
|
|
|
Acquisition and operating expenses
(2)
|
|
|
|
0
|
|
|
Tax (expense) or benefit
(1)
|
|
|
|
$
|
0
|
|
|
Net of tax
|
Total reclassifications for the period
|
|
$
|
50
|
|
|
Net of tax
|
(In millions)
|
Three Months Ended
March 31, 2015 |
|
||||
Details about Accumulated Other Comprehensive Income Components
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
Affected Line Item in the
Statements of Earnings |
||||
Unrealized gains (losses) on available-for-sale
securities |
|
$
|
56
|
|
|
Sales and redemptions
|
|
|
(6
|
)
|
|
Other-than-temporary impairment
losses realized |
|
|
|
50
|
|
|
Total before tax
|
|
|
|
(18
|
)
|
|
Tax (expense) or benefit
(1)
|
|
|
|
$
|
32
|
|
|
Net of tax
|
Amortization of defined benefit pension items:
|
|
|
|
|
||
Actuarial gains (losses)
|
|
$
|
(4
|
)
|
|
Acquisition and operating expenses
(2)
|
Prior service (cost) credit
|
|
4
|
|
|
Acquisition and operating expenses
(2)
|
|
|
|
0
|
|
|
Tax (expense) or benefit
(1)
|
|
|
|
$
|
0
|
|
|
Net of tax
|
Total reclassifications for the period
|
|
$
|
32
|
|
|
Net of tax
|
|
Stock
Option Shares (in thousands) |
|
Weighted-Average
Remaining Term (in years) |
|
Aggregate
Intrinsic Value (in millions) |
|
Weighted-Average
Exercise Price Per Share |
|||||||||||||
Outstanding
|
|
7,920
|
|
|
|
|
4.8
|
|
|
|
$
|
90
|
|
|
|
|
$
|
51.79
|
|
|
Exercisable
|
|
5,979
|
|
|
|
|
3.4
|
|
|
|
86
|
|
|
|
|
48.86
|
|
|
10.
|
BENEFIT PLANS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||||||||||||||||||
|
|
Pension Benefits
|
|
Other
|
||||||||||||||||||||||||||||||||
|
|
Japan
|
|
U.S.
|
|
Postretirement Benefits
|
||||||||||||||||||||||||||||||
(In millions)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
Components of net periodic
benefit cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
|
|
$
|
4
|
|
|
|
|
$
|
4
|
|
|
|
|
$
|
6
|
|
|
|
|
$
|
6
|
|
|
|
|
$
|
0
|
|
|
|
|
$
|
0
|
|
|
Interest cost
|
|
|
2
|
|
|
|
|
2
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|
|
|
0
|
|
|
|
|
1
|
|
|
||||||
Expected return on plan
assets |
|
|
(1
|
)
|
|
|
|
(1
|
)
|
|
|
|
(6
|
)
|
|
|
|
(6
|
)
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||||
Amortization of net actuarial
loss |
|
|
0
|
|
|
|
|
0
|
|
|
|
|
3
|
|
|
|
|
4
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||||
Amortization of prior service
cost (credit) |
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
(3
|
)
|
|
|
|
(4
|
)
|
|
||||||
Net periodic (benefit) cost
|
|
|
$
|
5
|
|
|
|
|
$
|
5
|
|
|
|
|
$
|
11
|
|
|
|
|
$
|
12
|
|
|
|
|
$
|
(3
|
)
|
|
|
|
$
|
(3
|
)
|
|
11.
|
COMMITMENTS AND CONTINGENT LIABILITIES
|
•
|
difficult conditions in global capital markets and the economy
|
•
|
governmental actions for the purpose of stabilizing the financial markets
|
•
|
defaults and credit downgrades of securities in our investment portfolio
|
•
|
exposure to significant interest rate risk
|
•
|
concentration of business in Japan
|
•
|
limited availability of acceptable yen-denominated investments
|
•
|
failure to comply with restrictions on patient privacy and information security
|
•
|
foreign currency fluctuations in the yen/dollar exchange rate
|
•
|
deviations in actual experience from pricing and reserving assumptions
|
•
|
subsidiaries' ability to pay dividends to Aflac Incorporated
|
•
|
ability to continue to develop and implement improvements in information technology systems
|
•
|
concentration of our investments in any particular single-issuer or sector
|
•
|
decline in creditworthiness of other financial institutions
|
•
|
ability to attract and retain qualified sales associates and employees
|
•
|
differing judgments applied to investment valuations
|
•
|
significant valuation judgments in determination of amount of impairments taken on our investments
|
•
|
credit and other risks associated with Aflac's investment in perpetual securities
|
•
|
decreases in our financial strength or debt ratings
|
•
|
inherent limitations to risk management policies and procedures
|
•
|
extensive regulation and changes in law or regulation by governmental authorities
|
•
|
interruption in telecommunication, information technology and other operational systems, or a failure to maintain the security, confidentiality or privacy of sensitive data residing on such systems
|
•
|
catastrophic events including, but not necessarily limited to, epidemics, pandemics, tornadoes, hurricanes, earthquakes, tsunamis, acts of terrorism and damage incidental to such events
|
•
|
changes in U.S. and/or Japanese accounting standards
|
•
|
ability to effectively manage key executive succession
|
•
|
level and outcome of litigation
|
•
|
increased expenses and reduced profitability resulting from changes in assumptions for pension and other postretirement benefit plans
|
•
|
ongoing changes in our industry
|
•
|
loss of consumer trust resulting from events external to our operations
|
•
|
failure of internal controls or corporate governance policies and procedures
|
•
|
Our Business
|
•
|
Performance Highlights
|
•
|
Critical Accounting Estimates
|
•
|
Results of Operations, consolidated and by segment
|
•
|
Analysis of Financial Condition, including discussion of market risks of financial instruments
|
•
|
Capital Resources and Liquidity, including discussion of availability of capital and the sources and uses of cash
|
|
In Millions
|
|
Per Diluted Share
|
|||||||||||||
|
Three Months Ended March 31,
|
|||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
||||||||
Operating earnings
|
$
|
726
|
|
|
$
|
678
|
|
|
$
|
1.73
|
|
|
$
|
1.54
|
|
|
Items impacting net earnings, net of tax:
|
|
|
|
|
|
|
|
|
||||||||
Realized investment gains (losses):
|
|
|
|
|
|
|
|
|
||||||||
Securities transactions and impairments
|
50
|
|
|
40
|
|
|
.12
|
|
|
.10
|
|
|
||||
Impact of derivative and hedging activities:
|
|
|
|
|
|
|
|
|
||||||||
Hedge costs related to foreign currency investments
|
(29
|
)
|
|
(9
|
)
|
|
(.07
|
)
|
|
(.02
|
)
|
|
||||
Other derivative and hedging activities
|
12
|
|
(1)
|
(34
|
)
|
(1)
|
.03
|
|
|
(.08
|
)
|
|
||||
Other and non-recurring income (loss)
|
(28
|
)
|
|
(12
|
)
|
|
(.07
|
)
|
|
(.03
|
)
|
|
||||
Net earnings
|
$
|
731
|
|
|
$
|
663
|
|
|
$
|
1.74
|
|
|
$
|
1.51
|
|
|
|
|
Three Months Ended
March 31, |
|
||||||
(In millions)
|
|
2016
|
|
2015
|
|
||||
Perpetual securities
|
|
$
|
2
|
|
|
$
|
0
|
|
|
Corporate bonds
|
|
12
|
|
|
2
|
|
|
||
Bank/financial institution bonds
|
|
0
|
|
|
4
|
|
|
||
Total other-than-temporary impairment losses realized
(1)
|
|
$
|
14
|
|
|
$
|
6
|
|
|
|
Three Months Ended
March 31, |
|
||||||
(In millions)
|
2016
|
|
2015
|
|
||||
Net premium income
|
$
|
3,179
|
|
|
$
|
3,078
|
|
|
Net investment income:
|
|
|
|
|
||||
Yen-denominated investment income
|
322
|
|
|
319
|
|
|
||
Dollar-denominated investment income
|
300
|
|
|
294
|
|
|
||
Net investment income
|
622
|
|
|
613
|
|
|
||
Other income (loss)
|
8
|
|
|
8
|
|
|
||
Total operating revenues
|
3,809
|
|
|
3,699
|
|
|
||
Benefits and claims, net
|
2,283
|
|
|
2,228
|
|
|
||
Operating expenses:
|
|
|
|
|
||||
Amortization of deferred policy acquisition costs
|
151
|
|
|
149
|
|
|
||
Insurance commissions
|
187
|
|
|
183
|
|
|
||
Insurance and other expenses
|
350
|
|
|
320
|
|
|
||
Total operating expenses
|
688
|
|
|
652
|
|
|
||
Total benefits and expenses
|
2,971
|
|
|
2,880
|
|
|
||
Pretax operating earnings
(1)
|
$
|
838
|
|
|
$
|
819
|
|
|
Weighted-average yen/dollar exchange rate
|
115.35
|
|
|
119.16
|
|
|
|
In Dollars
|
In Yen
|
||||||||||
Percentage change over
previous period:
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
|
||||||||
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|||||
Net premium income
|
3.3
|
%
|
|
(13.5
|
)%
|
|
.1
|
%
|
|
.2
|
%
|
|
Net investment income
|
1.4
|
|
|
(7.5
|
)
|
|
(1.7
|
)
|
|
7.2
|
|
|
Total operating revenues
|
3.0
|
|
|
(12.6
|
)
|
|
(.2
|
)
|
|
1.3
|
|
|
Pretax operating earnings
(1)
|
2.4
|
|
|
(12.2
|
)
|
|
(.8
|
)
|
|
1.8
|
|
|
|
Including Foreign
Currency Changes |
|
|
Excluding Foreign
Currency Changes
(2)
|
|||||||||||
|
Three Months
|
|
|
Three Months
|
|||||||||||
|
2016
|
|
|
|
2015
|
|
|
|
2016
|
|
|
2015
|
|
|
|
Net investment income
|
(1.7
|
)
|
%
|
|
7.2
|
%
|
|
|
(.2
|
)
|
%
|
|
.1
|
|
%
|
Total operating revenues
|
(.2
|
)
|
|
|
1.3
|
|
|
|
.1
|
|
|
|
.2
|
|
|
Pretax operating earnings
(1)
|
(.8
|
)
|
|
|
1.8
|
|
|
|
.2
|
|
|
|
(2.9
|
)
|
|
|
Three Months Ended
March 31, |
|
|
|||
Ratios to total revenues:
|
2016
|
|
|
2015
|
|
|
Benefits and claims, net
|
59.9
|
%
|
|
60.2
|
%
|
|
Operating expenses:
|
|
|
|
|
|
|
Amortization of deferred policy acquisition costs
|
4.0
|
|
|
4.0
|
|
|
Insurance commissions
|
4.9
|
|
|
5.0
|
|
|
Insurance and other expenses
|
9.2
|
|
|
8.7
|
|
|
Total operating expenses
|
18.1
|
|
|
17.7
|
|
|
Pretax operating earnings
(1)
|
22.0
|
|
|
22.1
|
|
|
|
In Dollars
|
|
In Yen
|
|
||||||||||
|
Three Months
|
|
Three Months
|
|
||||||||||
(In millions of dollars and billions of yen)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
||||||
New annualized premium sales
|
$
|
271
|
|
|
$
|
226
|
|
|
31.2
|
|
|
27.0
|
|
|
Increase (decrease) over prior period
|
19.7
|
%
|
|
(15.7
|
)%
|
|
15.5
|
%
|
|
(2.2
|
)%
|
|
|
Three Months
|
|
|||
|
2016
|
(1)
|
|
2015
|
(1)
|
New money yield
(2)
|
2.14
|
%
|
|
3.88
|
%
|
Return on average invested assets, net of investment expenses
(3)
|
2.79
|
|
|
2.86
|
|
Portfolio book yield, including dollar-denominated investments, end of period
(2)
|
2.75
|
%
|
|
2.81
|
%
|
|
Three Months Ended
March 31, |
|
||||||
(In millions)
|
2016
|
|
2015
|
|
||||
Net premium income
|
$
|
1,367
|
|
|
$
|
1,339
|
|
|
Net investment income
|
174
|
|
|
166
|
|
|
||
Other income
|
3
|
|
|
3
|
|
|
||
Total operating revenues
|
1,544
|
|
|
1,508
|
|
|
||
Benefits and claims
|
690
|
|
|
710
|
|
|
||
Operating expenses:
|
|
|
|
|
||||
Amortization of deferred policy acquisition costs
|
141
|
|
|
128
|
|
|
||
Insurance commissions
|
146
|
|
|
147
|
|
|
||
Insurance and other expenses
|
235
|
|
|
238
|
|
|
||
Total operating expenses
|
522
|
|
|
513
|
|
|
||
Total benefits and expenses
|
1,212
|
|
|
1,223
|
|
|
||
Pretax operating earnings
(1)
|
$
|
332
|
|
|
$
|
285
|
|
|
Percentage change over previous period:
|
|
|
|
|
||||
Net premium income
|
2.1
|
|
%
|
3.5
|
|
%
|
||
Net investment income
|
5.1
|
|
|
3.3
|
|
|
||
Total operating revenues
|
2.3
|
|
|
3.6
|
|
|
||
Pretax operating earnings
(1)
|
16.6
|
|
|
(6.1
|
)
|
|
|
Three Months Ended
March 31, |
|
|||
Ratios to total revenues:
|
2016
|
|
|
2015
|
|
Benefits and claims
|
44.7
|
%
|
|
47.1
|
%
|
Operating expenses:
|
|
|
|
|
|
Amortization of deferred policy acquisition costs
|
9.1
|
|
|
8.5
|
|
Insurance commissions
|
9.5
|
|
|
9.7
|
|
Insurance and other expenses
|
15.2
|
|
|
15.8
|
|
Total operating expenses
|
33.8
|
|
|
34.0
|
|
Pretax operating earnin
gs
(1)
|
21.5
|
|
|
18.9
|
|
|
Three Months
|
||||||||
(In millions)
|
2016
|
|
|
2015
|
|
|
|||
New annualized premium sales
|
$
|
328
|
|
|
|
$
|
316
|
|
|
Increase (decrease) over prior period
|
3.7
|
|
%
|
|
(.5
|
)
|
%
|
|
Three Months
|
||||
|
2016
|
|
|
2015
|
|
Income-loss protection:
|
|
|
|
|
|
Short-term disability
|
23.4
|
%
|
|
23.6
|
%
|
Life
|
5.6
|
|
|
6.0
|
|
Asset-loss protection:
|
|
|
|
|
|
Accident
|
30.0
|
|
|
29.0
|
|
Critical care
(1)
|
21.4
|
|
|
21.1
|
|
Supplemental medical:
|
|
|
|
|
|
Hospital indemnity
|
14.0
|
|
|
14.6
|
|
Dental/vision
|
5.6
|
|
|
5.7
|
|
Total
|
100.0
|
%
|
|
100.0
|
%
|
|
Three Months
|
|
|||
|
2016
|
|
|
2015
|
|
New money yield
(1)
|
4.67
|
%
|
|
3.79
|
%
|
Return on average invested assets, net of investment expenses
(2)
|
5.02
|
|
|
5.21
|
|
Portfolio book yield, end of period
(1)
|
5.74
|
%
|
|
5.85
|
%
|
(In millions)
|
As
Reported |
|
Exchange
Effect |
|
Net of
Exchange Effect |
||||||||||||
Yen/dollar exchange rate
(1)
|
|
112.68
|
|
|
|
|
|
|
|
|
120.61
|
|
|
||||
Investments and cash
|
|
$
|
114,320
|
|
|
|
|
$
|
4,738
|
|
|
|
|
$
|
109,582
|
|
|
Deferred policy acquisition costs
|
|
8,929
|
|
|
|
|
381
|
|
|
|
|
8,548
|
|
|
|||
Total assets
|
|
127,766
|
|
|
|
|
5,318
|
|
|
|
|
122,448
|
|
|
|||
Policy liabilities
|
|
94,128
|
|
|
|
|
5,536
|
|
|
|
|
88,592
|
|
|
|||
Total liabilities
|
|
107,745
|
|
|
|
|
5,932
|
|
|
|
|
101,813
|
|
|
|
|
Aflac Japan
|
|
|
Aflac U.S.
|
|
|||||||||||||||
(In millions)
|
March 31,
2016 |
December 31,
2015 |
March 31,
2016 |
|
December 31,
2015 |
||||||||||||||||
Securities available for sale, at fair value:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities
|
|
$
|
58,552
|
|
|
|
$
|
52,304
|
|
|
|
$
|
13,029
|
|
|
|
|
$
|
12,522
|
|
|
Perpetual securities
|
|
1,855
|
|
|
|
1,890
|
|
|
|
54
|
|
|
|
|
57
|
|
|
||||
Equity securities
|
|
793
|
|
|
|
493
|
|
|
|
76
|
|
|
|
|
5
|
|
|
||||
Total available for sale
|
|
61,200
|
|
|
|
54,687
|
|
|
|
13,159
|
|
|
|
|
12,584
|
|
|
||||
Securities held to maturity, at amortized cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities
|
|
35,515
|
|
|
|
33,459
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||
Total held to maturity
|
|
35,515
|
|
|
|
33,459
|
|
|
|
0
|
|
|
|
|
0
|
|
|
||||
Total investment securities
|
|
$
|
96,715
|
|
|
|
$
|
88,146
|
|
|
|
$
|
13,159
|
|
|
|
|
$
|
12,584
|
|
|
(In millions)
|
March 31, 2016
|
|
December 31, 2015
|
|
||||||||||||||||||||
Yen/dollar exchange rates
|
97.68
|
|
|
112.68
(1)
|
|
|
127.68
|
|
|
105.61
|
|
|
120.61
(1)
|
|
|
135.61
|
|
|
||||||
Yen-denominated financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Securities available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed maturities
(2)
|
$
|
37,694
|
|
|
$
|
32,676
|
|
|
$
|
28,837
|
|
|
$
|
31,544
|
|
|
$
|
27,621
|
|
|
$
|
24,566
|
|
|
Fixed maturities - consolidated variable
interest entities (3) |
1,118
|
|
|
969
|
|
|
855
|
|
|
1,016
|
|
|
890
|
|
|
792
|
|
|
||||||
Perpetual securities
|
1,911
|
|
|
1,656
|
|
|
1,462
|
|
|
1,883
|
|
|
1,649
|
|
|
1,466
|
|
|
||||||
Perpetual securities - consolidated
variable interest entities (3) |
208
|
|
|
181
|
|
|
159
|
|
|
214
|
|
|
187
|
|
|
167
|
|
|
||||||
Equity securities
|
161
|
|
|
139
|
|
|
123
|
|
|
408
|
|
|
357
|
|
|
318
|
|
|
||||||
Equity securities - consolidated variable
interest entities |
509
|
|
|
441
|
|
|
389
|
|
|
149
|
|
|
130
|
|
|
116
|
|
|
||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fixed maturities
|
40,969
|
|
|
35,515
|
|
|
31,343
|
|
|
38,212
|
|
|
33,459
|
|
|
29,758
|
|
|
||||||
Cash and cash equivalents
|
364
|
|
|
316
|
|
|
279
|
|
|
730
|
|
|
640
|
|
|
569
|
|
|
||||||
Derivatives
|
3,260
|
|
|
1,145
|
|
|
817
|
|
|
2,416
|
|
|
676
|
|
|
968
|
|
|
||||||
Other financial instruments
|
199
|
|
|
172
|
|
|
152
|
|
|
179
|
|
|
156
|
|
|
139
|
|
|
||||||
Subtotal
|
86,393
|
|
|
73,210
|
|
|
64,416
|
|
|
76,751
|
|
|
65,765
|
|
|
58,859
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Notes payable
|
253
|
|
|
219
|
|
|
194
|
|
|
234
|
|
|
205
|
|
|
183
|
|
|
||||||
Derivatives
|
749
|
|
|
332
|
|
|
1,384
|
|
|
545
|
|
|
371
|
|
|
1,901
|
|
|
||||||
Subtotal
|
1,002
|
|
|
551
|
|
|
1,578
|
|
|
779
|
|
|
576
|
|
|
2,084
|
|
|
||||||
Net yen-denominated financial instruments
|
85,391
|
|
|
72,659
|
|
|
62,838
|
|
|
75,972
|
|
|
65,189
|
|
|
56,775
|
|
|
||||||
Other yen-denominated assets
|
8,918
|
|
|
7,731
|
|
|
6,822
|
|
|
8,195
|
|
|
7,176
|
|
|
6,382
|
|
|
||||||
Other yen-denominated liabilities
|
103,720
|
|
|
89,913
|
|
|
79,350
|
|
|
94,775
|
|
|
82,988
|
|
|
73,808
|
|
|
||||||
Consolidated yen-denominated net assets
(liabilities) subject to foreign currency fluctuation (2) |
$
|
(9,411
|
)
|
|
$
|
(9,523
|
)
|
|
$
|
(9,690
|
)
|
|
$
|
(10,608
|
)
|
|
$
|
(10,623
|
)
|
|
$
|
(10,651
|
)
|
|
(In millions)
|
March 31,
2016 |
|
December 31,
2015 |
|
||||||||
Effect on yen-denominated debt and perpetual securities
|
|
$
|
(10,483
|
)
|
|
|
|
$
|
(8,693
|
)
|
|
|
Effect on dollar-denominated debt and perpetual securities
|
|
(3,673
|
)
|
|
|
|
(4,482
|
)
|
|
|
||
Effect on total debt and perpetual securities
|
|
$
|
(14,156
|
)
|
|
|
|
$
|
(13,175
|
)
|
|
|
|
Three Months Ended
March 31, 2016 |
|
Twelve Months Ended
December 31, 2015 |
|
Three Months Ended
March 31, 2015 |
|||||||||
AAA
|
|
1.9
|
%
|
|
|
|
1.4
|
%
|
|
|
|
2.7
|
%
|
|
AA
|
|
2.3
|
|
|
|
|
1.6
|
|
|
|
|
5.0
|
|
|
A
|
|
66.9
|
|
|
|
|
39.3
|
|
|
|
|
11.7
|
|
|
BBB
|
|
17.7
|
|
|
|
|
25.7
|
|
|
|
|
15.3
|
|
|
BB or lower
|
|
11.2
|
|
|
|
|
32.0
|
|
|
|
|
65.3
|
|
|
Total
|
|
100.0
|
%
|
|
|
|
100.0
|
%
|
|
|
|
100.0
|
%
|
|
|
|
March 31, 2016
|
|
|
|
December 31, 2015
|
|
||||||||||||
|
Amortized
Cost |
|
Fair
Value |
|
Amortized
Cost |
|
Fair
Value |
||||||||||||
AAA
|
|
1.3
|
%
|
|
|
|
1.2
|
%
|
|
|
|
1.3
|
%
|
|
|
|
1.3
|
%
|
|
AA
|
|
5.4
|
|
|
|
|
5.3
|
|
|
|
|
5.7
|
|
|
|
|
5.7
|
|
|
A
|
|
61.4
|
|
|
|
|
64.9
|
|
|
|
|
61.0
|
|
|
|
|
63.0
|
|
|
BBB
|
|
26.7
|
|
|
|
|
24.2
|
|
|
|
|
26.9
|
|
|
|
|
25.1
|
|
|
BB or lower
|
|
5.2
|
|
|
|
|
4.4
|
|
|
|
|
5.1
|
|
|
|
|
4.9
|
|
|
Total
|
|
100.0
|
%
|
|
|
|
100.0
|
%
|
|
|
|
100.0
|
%
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortized
|
|
% of
|
|
|
|
Ratings
|
|||||||
(In millions)
|
Cost
|
|
Total
|
|
Seniority
|
|
Moody’s
|
|
S&P
|
|
Fitch
|
|||
Japan National Government
(1)
|
$
|
40,655
|
|
|
39.82
|
%
|
|
Senior
|
|
A1
|
|
A+
|
|
A
|
Republic of South Africa
|
532
|
|
|
.52
|
|
|
Senior
|
|
Baa2
|
|
BBB-
|
|
BBB-
|
|
Bank of America NA
|
401
|
|
|
.39
|
|
|
|
|
|
|
|
|
|
|
Bank of America Corp.
|
222
|
|
|
.22
|
|
|
Senior
|
|
Baa1
|
|
BBB+
|
|
A
|
|
Bank of America Corp.
|
177
|
|
|
.17
|
|
|
Lower Tier II
|
|
Baa3
|
|
BBB
|
|
A-
|
|
Bank of America NA
|
2
|
|
|
.00
|
|
|
Senior
|
|
A1
|
|
A
|
|
A+
|
|
Bank of Tokyo-Mitsubishi UFJ Ltd.
|
399
|
|
|
.39
|
|
|
|
|
|
|
|
|
|
|
BTMU Curacao Holdings NV
|
399
|
|
|
.39
|
|
|
Lower Tier II
|
|
A2
|
|
—
|
|
A-
|
|
Investcorp SA
|
378
|
|
|
.37
|
|
|
|
|
|
|
|
|
|
|
Investcorp Capital Limited
|
328
|
|
|
.32
|
|
|
Senior
|
|
Ba2
|
|
—
|
|
BB
|
|
Investcorp Capital Limited
|
50
|
|
|
.05
|
|
|
Senior
|
|
Ba2
|
|
—
|
|
—
|
|
JP Morgan Chase & Co.
|
347
|
|
|
.34
|
|
|
|
|
|
|
|
|
|
|
JPMorgan Chase & Co. (including Bear Stearns Companies Inc.)
|
313
|
|
|
.30
|
|
|
Senior
|
|
A3
|
|
A-
|
|
A+
|
|
JPMorgan Chase & Co. (Bank One Corp.)
|
17
|
|
|
.02
|
|
|
Lower Tier II
|
|
Baa1
|
|
BBB+
|
|
A
|
|
JPMorgan Chase & Co. (NBD Bank)
|
11
|
|
|
.01
|
|
|
Lower Tier II
|
|
A1
|
|
A-
|
|
A
|
|
JPMorgan Chase & Co. (FNBC)
|
6
|
|
|
.01
|
|
|
Senior
|
|
Aa1
|
|
A+
|
|
—
|
|
Banobras
|
328
|
|
|
.32
|
|
|
Senior
|
|
A3
|
|
BBB+
|
|
BBB+
|
|
Sultanate of Oman
|
311
|
|
|
.30
|
|
|
Senior
|
|
A3
|
|
BBB-
|
|
—
|
|
Koninklijke Ahold NV
|
307
|
|
|
.30
|
|
|
|
|
|
|
|
|
|
|
Koninklijke Ahold NV
|
293
|
|
|
.29
|
|
|
Senior
|
|
Baa2
|
|
BBB
|
|
BBB
|
|
Ahold USA Lease
|
14
|
|
|
.01
|
|
|
Senior
|
|
Baa2
|
|
BBB
|
|
—
|
|
Petroleos Mexicanos (Pemex)
|
301
|
|
|
.29
|
|
|
|
|
|
|
|
|
|
|
Pemex Proj FDG Master TR
|
266
|
|
|
.26
|
|
|
Senior
|
|
Baa3
|
|
BBB+
|
|
BBB+
|
|
Pemex Finance Ltd.
|
35
|
|
|
.03
|
|
|
Senior
|
|
Baa1
|
|
A
|
|
A+
|
|
Nordea Bank AB
|
299
|
|
|
.29
|
|
|
|
|
|
|
|
|
|
|
Nordea Bank AB
|
228
|
|
|
.22
|
|
|
Tier I
|
|
Baa3
|
|
BBB
|
|
—
|
|
Nordea Bank Finland
|
70
|
|
|
.07
|
|
|
Upper Tier II
|
|
Baa2
|
|
—
|
|
—
|
|
Nordea Bank AB
|
1
|
|
|
.00
|
|
|
Senior
|
|
Aa3
|
|
AA-
|
|
AA-
|
|
AXA
|
290
|
|
|
.28
|
|
|
|
|
|
|
|
|
|
|
AXA-UAP
|
240
|
|
|
.24
|
|
|
Upper Tier II
|
|
A3
|
|
BBB
|
|
BBB
|
|
AXA
|
50
|
|
|
.04
|
|
|
CC FNB
|
|
A3
|
|
BBB
|
|
BBB+
|
|
Deutsche Telekom AG
|
288
|
|
|
.28
|
|
|
|
|
|
|
|
|
|
|
Deutsche Telekom AG
|
266
|
|
|
.26
|
|
|
Senior
|
|
Baa1
|
|
BBB+
|
|
BBB+
|
|
Deutsche Telekom International Finance
|
22
|
|
|
.02
|
|
|
Senior
|
|
Baa1
|
|
BBB+
|
|
BBB+
|
|
CFE
|
284
|
|
|
.28
|
|
|
Senior
|
|
Baa1
|
|
BBB+
|
|
BBB+
|
|
Barclays Bank PLC
|
279
|
|
|
.27
|
|
|
|
|
|
|
|
|
|
|
Barclays Bank PLC
|
123
|
|
|
.12
|
|
|
Lower Tier II
|
|
Baa3
|
|
BBB-
|
|
A-
|
|
Barclays Bank PLC
|
110
|
|
|
.11
|
|
|
Upper Tier II
|
|
Ba1
|
|
BB
|
|
BBB
|
|
Barclays Bank PLC
|
46
|
|
|
.04
|
|
|
Tier 1
|
|
Ba2
|
|
BB
|
|
BB+
|
|
Subtotal
|
$
|
45,399
|
|
|
44.44
|
%
|
|
|
|
|
|
|
|
|
Total debt and perpetual securities
|
$
|
102,102
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
March 31, 2016
|
|
December 31, 2015
|
|
||||||||||
(In millions)
|
Amortized Cost
|
|
% of
Total |
|
Amortized Cost
|
|
% of
Total |
|
||||||
Japan
|
$
|
43,619
|
|
|
42.7
|
%
|
|
$
|
39,593
|
|
|
41.3
|
%
|
|
United States and Canada
(1)
|
32,686
|
|
|
32.0
|
|
|
31,622
|
|
|
33.0
|
|
|
||
United Kingdom
|
2,592
|
|
|
2.5
|
|
|
2,697
|
|
|
2.8
|
|
|
||
Germany
|
2,729
|
|
|
2.7
|
|
|
2,558
|
|
|
2.7
|
|
|
||
France
|
1,854
|
|
|
1.8
|
|
|
1,755
|
|
|
1.8
|
|
|
||
Peripheral Eurozone
|
2,770
|
|
|
2.7
|
|
|
2,762
|
|
|
2.9
|
|
|
||
Portugal
|
211
|
|
|
.2
|
|
|
200
|
|
|
.2
|
|
|
||
Italy
|
1,620
|
|
|
1.6
|
|
|
1,514
|
|
|
1.6
|
|
|
||
Ireland
|
210
|
|
|
.2
|
|
|
364
|
|
|
.4
|
|
|
||
Spain
|
729
|
|
|
.7
|
|
|
684
|
|
|
.7
|
|
|
||
Nordic Region
|
2,035
|
|
|
2.0
|
|
|
1,906
|
|
|
1.9
|
|
|
||
Sweden
|
728
|
|
|
.7
|
|
|
682
|
|
|
.7
|
|
|
||
Norway
|
546
|
|
|
.6
|
|
|
512
|
|
|
.5
|
|
|
||
Denmark
|
355
|
|
|
.3
|
|
|
332
|
|
|
.3
|
|
|
||
Finland
|
406
|
|
|
.4
|
|
|
380
|
|
|
.4
|
|
|
||
Other Europe
|
2,682
|
|
|
2.6
|
|
|
2,502
|
|
|
2.6
|
|
|
||
Netherlands
|
1,469
|
|
|
1.4
|
|
|
1,367
|
|
|
1.4
|
|
|
||
Switzerland
|
262
|
|
|
.3
|
|
|
246
|
|
|
.3
|
|
|
||
Czech Republic
|
444
|
|
|
.4
|
|
|
415
|
|
|
.4
|
|
|
||
Austria
|
124
|
|
|
.1
|
|
|
115
|
|
|
.1
|
|
|
||
Belgium
|
194
|
|
|
.2
|
|
|
182
|
|
|
.2
|
|
|
||
Poland
|
177
|
|
|
.2
|
|
|
166
|
|
|
.2
|
|
|
||
Luxembourg
|
12
|
|
|
.0
|
|
|
11
|
|
|
.0
|
|
|
||
Asia excluding Japan
|
3,529
|
|
|
3.5
|
|
|
3,325
|
|
|
3.5
|
|
|
||
Africa and Middle East
|
2,630
|
|
|
2.6
|
|
|
2,478
|
|
|
2.6
|
|
|
||
Latin America
|
2,276
|
|
|
2.2
|
|
|
2,172
|
|
|
2.3
|
|
|
||
Australia
|
2,236
|
|
|
2.2
|
|
|
2,135
|
|
|
2.2
|
|
|
||
All Others
|
464
|
|
|
.5
|
|
|
437
|
|
|
.4
|
|
|
||
Total debt and perpetual securities
|
$
|
102,102
|
|
|
100.0
|
%
|
|
$
|
95,942
|
|
|
100.0
|
%
|
|
|
March 31, 2016
|
|||||||||||||||||||||
|
Cost or
Amortized Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
|||||||||||||||
|
|
|
|
|||||||||||||||||||
(In millions)
|
|
|
|
|||||||||||||||||||
Securities available for sale,
carried at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Independent exploration and production
|
|
$
|
1,295
|
|
|
|
|
$
|
55
|
|
|
|
|
$
|
136
|
|
|
|
|
$
|
1,214
|
|
Integrated energy
|
|
620
|
|
|
|
|
52
|
|
|
|
|
30
|
|
|
|
|
642
|
|
||||
Midstream
|
|
1,261
|
|
|
|
|
69
|
|
|
|
|
100
|
|
|
|
|
1,230
|
|
||||
Oil field services
|
|
1,174
|
|
|
|
|
24
|
|
|
|
|
259
|
|
|
|
|
939
|
|
||||
Refiners
|
|
465
|
|
|
|
|
5
|
|
|
|
|
26
|
|
|
|
|
444
|
|
||||
Government owned - energy related
|
|
922
|
|
|
|
|
182
|
|
|
|
|
21
|
|
|
|
|
1,083
|
|
||||
Natural gas utilities
|
|
357
|
|
|
|
|
57
|
|
|
|
|
1
|
|
|
|
|
413
|
|
||||
Total fixed maturities
|
|
6,094
|
|
|
|
|
444
|
|
|
|
|
573
|
|
|
|
|
5,965
|
|
||||
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Integrated energy
|
|
7
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
7
|
|
||||
Midstream
|
|
5
|
|
|
|
|
1
|
|
|
|
|
0
|
|
|
|
|
6
|
|
||||
Oil field services
|
|
2
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
2
|
|
||||
Refiners
|
|
3
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
3
|
|
||||
Total equity securities
|
|
17
|
|
|
|
|
1
|
|
|
|
|
0
|
|
|
|
|
18
|
|
||||
Total securities available for sale
|
|
6,111
|
|
|
|
|
445
|
|
|
|
|
573
|
|
|
|
|
5,983
|
|
||||
Securities held to maturity,
carried at amortized cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Integrated energy
|
|
231
|
|
|
|
|
14
|
|
|
|
|
0
|
|
|
|
|
245
|
|
||||
Government owned - energy related
|
|
266
|
|
|
|
|
0
|
|
|
|
|
8
|
|
|
|
|
258
|
|
||||
Natural gas utilities
|
|
222
|
|
|
|
|
31
|
|
|
|
|
0
|
|
|
|
|
253
|
|
||||
Total fixed maturities
|
|
719
|
|
|
|
|
45
|
|
|
|
|
8
|
|
|
|
|
756
|
|
||||
Total securities held to maturity
|
|
719
|
|
|
|
|
45
|
|
|
|
|
8
|
|
|
|
|
756
|
|
||||
Total securities available for sale
and held to maturity |
|
$
|
6,830
|
|
|
|
|
$
|
490
|
|
|
|
|
$
|
581
|
|
|
|
|
$
|
6,739
|
|
|
December 31, 2015
|
|||||||||||||||||||||
|
Cost or
Amortized Cost |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|
Fair
Value |
|||||||||||||||
|
|
|
|
|||||||||||||||||||
(In millions)
|
|
|
|
|||||||||||||||||||
Securities available for sale,
carried at fair value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Independent exploration and production
|
|
$
|
1,270
|
|
|
|
|
$
|
73
|
|
|
|
|
$
|
139
|
|
|
|
|
$
|
1,204
|
|
Integrated energy
|
|
575
|
|
|
|
|
55
|
|
|
|
|
27
|
|
|
|
|
603
|
|
||||
Midstream
|
|
1,246
|
|
|
|
|
76
|
|
|
|
|
144
|
|
|
|
|
1,178
|
|
||||
Oil field services
|
|
1,155
|
|
|
|
|
27
|
|
|
|
|
228
|
|
|
|
|
954
|
|
||||
Refiners
|
|
460
|
|
|
|
|
6
|
|
|
|
|
30
|
|
|
|
|
436
|
|
||||
Government owned - energy related
|
|
887
|
|
|
|
|
182
|
|
|
|
|
25
|
|
|
|
|
1,044
|
|
||||
Natural gas utilities
|
|
344
|
|
|
|
|
53
|
|
|
|
|
1
|
|
|
|
|
396
|
|
||||
Total fixed maturities
|
|
5,937
|
|
|
|
|
472
|
|
|
|
|
594
|
|
|
|
|
5,815
|
|
||||
Equity securities
|
|
3
|
|
|
|
|
0
|
|
|
|
|
0
|
|
|
|
|
3
|
|
||||
Total securities available for sale
|
|
5,940
|
|
|
|
|
472
|
|
|
|
|
594
|
|
|
|
|
5,818
|
|
||||
Securities held to maturity,
carried at amortized cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Integrated energy
|
|
242
|
|
|
|
|
9
|
|
|
|
|
0
|
|
|
|
|
251
|
|
||||
Government owned - energy related
|
|
249
|
|
|
|
|
5
|
|
|
|
|
0
|
|
|
|
|
254
|
|
||||
Natural gas utilities
|
|
207
|
|
|
|
|
18
|
|
|
|
|
0
|
|
|
|
|
225
|
|
||||
Total fixed maturities
|
|
698
|
|
|
|
|
32
|
|
|
|
|
0
|
|
|
|
|
730
|
|
||||
Total securities held to maturity
|
|
698
|
|
|
|
|
32
|
|
|
|
|
0
|
|
|
|
|
730
|
|
||||
Total securities available for sale
and held to maturity |
|
$
|
6,638
|
|
|
|
|
$
|
504
|
|
|
|
|
$
|
594
|
|
|
|
|
$
|
6,548
|
|
|
|
March 31, 2016
|
|
|
|
December 31, 2015
|
|
||||||||||||||||
(In millions)
|
Amortized
Cost |
|
Fair
Value |
|
Amortized
Cost |
|
Fair
Value |
||||||||||||||||
Publicly issued securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities
|
|
$
|
73,565
|
|
|
|
|
$
|
85,712
|
|
|
|
|
$
|
68,528
|
|
|
|
|
$
|
74,933
|
|
|
Perpetual securities
|
|
51
|
|
|
|
|
72
|
|
|
|
|
77
|
|
|
|
|
111
|
|
|
||||
Equity securities
|
|
868
|
|
|
|
|
860
|
|
|
|
|
473
|
|
|
|
|
489
|
|
|
||||
Total publicly issued
|
|
74,484
|
|
|
|
|
86,644
|
|
|
|
|
69,078
|
|
|
|
|
75,533
|
|
|
||||
Privately issued securities:
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed maturities
|
|
26,598
|
|
|
|
|
29,223
|
|
|
|
|
25,573
|
|
|
|
|
27,936
|
|
|
||||
Perpetual securities
|
|
1,888
|
|
|
|
|
1,837
|
|
|
|
|
1,764
|
|
|
|
|
1,836
|
|
|
||||
Equity securities
|
|
7
|
|
|
|
|
9
|
|
|
|
|
7
|
|
|
|
|
9
|
|
|
||||
Total privately issued
|
|
28,493
|
|
|
|
|
31,069
|
|
|
|
|
27,344
|
|
|
|
|
29,781
|
|
|
||||
Total investment securities
|
|
$
|
102,977
|
|
|
|
|
$
|
117,713
|
|
|
|
|
$
|
96,422
|
|
|
|
|
$
|
105,314
|
|
|
(Amortized cost, in millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||||||
Privately issued securities as a percentage of total investment securities
|
|
27.7
|
%
|
|
|
|
28.4
|
%
|
|
||
Privately issued securities held by Aflac Japan
|
|
$
|
25,765
|
|
|
|
|
$
|
24,602
|
|
|
Privately issued securities held by Aflac Japan as a percentage of total
investment securities |
|
25.0
|
%
|
|
|
|
25.5
|
%
|
|
(Amortized cost, in millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||||||
Privately issued reverse-dual currency securities
|
|
$
|
5,884
|
|
|
|
|
$
|
5,372
|
|
|
Publicly issued collateral structured as reverse-dual currency securities
|
|
1,395
|
|
|
|
|
1,303
|
|
|
||
Total reverse-dual currency securities
|
|
$
|
7,279
|
|
|
|
|
$
|
6,675
|
|
|
Reverse-dual currency securities as a percentage of total investment
securities |
|
7.1
|
%
|
|
|
|
6.9
|
%
|
|
|
March 31, 2016
|
|
December 31, 2015
|
|
||||||||||||||||||||||||||||
(In millions)
|
Par
Value |
|
Amortized
Cost |
|
Fair
Value |
|
Unrealized
Gain (Loss) |
|
Par
Value |
|
Amortized
Cost |
|
Fair
Value |
|
Unrealized
Gain(Loss) |
|
||||||||||||||||
Investcorp Capital
Limited |
$
|
378
|
|
|
$
|
378
|
|
|
$
|
327
|
|
|
$
|
(51
|
)
|
|
$
|
357
|
|
|
$
|
357
|
|
|
$
|
324
|
|
|
$
|
(33
|
)
|
|
Republic of Tunisia
|
328
|
|
|
198
|
|
|
239
|
|
|
41
|
|
|
307
|
|
|
185
|
|
|
243
|
|
|
58
|
|
|
||||||||
Navient Corp
|
296
|
|
|
157
|
|
|
157
|
|
|
0
|
|
|
279
|
|
|
148
|
|
|
155
|
|
|
7
|
|
|
||||||||
UPM-Kymmene
|
275
|
|
|
275
|
|
|
254
|
|
|
(21
|
)
|
|
257
|
|
|
257
|
|
|
252
|
|
|
(5
|
)
|
|
||||||||
KLM Royal Dutch Airlines
(1)
|
266
|
|
|
196
|
|
|
217
|
|
|
21
|
|
|
249
|
|
|
183
|
|
|
205
|
|
|
22
|
|
|
||||||||
Barclays Bank PLC
(1)
|
242
|
|
|
156
|
|
|
217
|
|
|
61
|
|
|
230
|
|
|
148
|
|
|
228
|
|
|
80
|
|
|
||||||||
Deutsche Postbank AG
|
213
|
|
|
213
|
|
|
161
|
|
|
(52
|
)
|
|
199
|
|
|
199
|
|
|
175
|
|
|
(24
|
)
|
|
||||||||
Telecom Italia SpA
|
177
|
|
|
177
|
|
|
228
|
|
|
51
|
|
|
166
|
|
|
166
|
|
|
214
|
|
|
48
|
|
|
||||||||
Generalitat de
Catalunya |
160
|
|
|
59
|
|
|
127
|
|
|
68
|
|
|
149
|
|
|
55
|
|
|
126
|
|
|
71
|
|
|
||||||||
Diamond Offshore
Drilling Inc. |
129
|
|
|
147
|
|
|
89
|
|
|
(58
|
)
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
||||||||
IKB Deutsche
Industriebank AG |
115
|
|
|
49
|
|
|
87
|
|
|
38
|
|
|
108
|
|
|
46
|
|
|
79
|
|
|
33
|
|
|
||||||||
Noble Holdings
International Ltd. |
104
|
|
|
107
|
|
|
54
|
|
|
(53
|
)
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
||||||||
Alcoa, Inc.
|
100
|
|
|
83
|
|
|
85
|
|
|
2
|
|
|
100
|
|
|
77
|
|
|
81
|
|
|
4
|
|
|
||||||||
Weatherford Bermuda
|
94
|
|
|
94
|
|
|
72
|
|
|
(22
|
)
|
|
94
|
|
|
92
|
|
|
70
|
|
|
(22
|
)
|
|
||||||||
Petrobras International
Finance Company |
91
|
|
|
91
|
|
|
71
|
|
|
(20
|
)
|
|
91
|
|
|
88
|
|
|
64
|
|
|
(24
|
)
|
|
||||||||
Societe Generale
(1)
|
89
|
|
|
65
|
|
|
80
|
|
|
15
|
|
|
83
|
|
|
61
|
|
|
73
|
|
|
12
|
|
|
||||||||
Cenovus Energy Inc
|
75
|
|
|
78
|
|
|
64
|
|
|
(14
|
)
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
||||||||
Teck Resources Ltd.
|
70
|
|
|
72
|
|
|
46
|
|
|
(26
|
)
|
|
70
|
|
|
69
|
|
|
32
|
|
|
(37
|
)
|
|
||||||||
Transocean Inc.
|
68
|
|
|
72
|
|
|
36
|
|
|
(36
|
)
|
|
68
|
|
|
71
|
|
|
38
|
|
|
(33
|
)
|
|
||||||||
Eskom Holdings
Limited |
50
|
|
|
50
|
|
|
46
|
|
|
(4
|
)
|
|
50
|
|
|
50
|
|
|
43
|
|
|
(7
|
)
|
|
||||||||
Votorantim Overseas
Trading IV Ltd |
50
|
|
|
49
|
|
|
50
|
|
|
1
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
||||||||
Commerzbank AG
(includes Dresdner Bank) |
*
|
|
|
*
|
|
|
*
|
|
|
*
|
|
|
332
|
|
|
213
|
|
|
321
|
|
|
108
|
|
|
||||||||
DEPFA Bank PLC
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
166
|
|
|
166
|
|
|
166
|
|
|
0
|
|
|
||||||||
Other Issuers (below $50
million in par value) (2) |
333
|
|
|
314
|
|
|
271
|
|
|
(43
|
)
|
|
333
|
|
|
306
|
|
|
277
|
|
|
(29
|
)
|
|
||||||||
Subtotal
(3)
|
3,703
|
|
|
3,080
|
|
|
2,978
|
|
|
(102
|
)
|
|
3,688
|
|
|
2,937
|
|
|
3,166
|
|
|
229
|
|
|
||||||||
Senior secured bank loans
(4)
|
1,515
|
|
|
1,527
|
|
|
1,487
|
|
|
(40
|
)
|
|
1,400
|
|
|
1,327
|
|
|
1,362
|
|
|
35
|
|
|
||||||||
High yield corporate bonds
(5)
|
646
|
|
|
659
|
|
|
622
|
|
|
(37
|
)
|
|
609
|
|
|
621
|
|
|
581
|
|
|
(40
|
)
|
|
||||||||
Grand Total
|
$
|
5,864
|
|
|
$
|
5,266
|
|
|
$
|
5,087
|
|
|
$
|
(179
|
)
|
|
$
|
5,697
|
|
|
$
|
4,885
|
|
|
$
|
5,109
|
|
|
$
|
224
|
|
|
Split-Rated Securities
|
|||||||
(In millions)
|
Amortized
Cost |
|
Investment-Grade
Status |
||||
Commerzbank AG (includes Dresdner Bank)
|
|
$
|
228
|
|
|
|
Investment Grade
|
Telecom Italia SpA
|
|
177
|
|
|
|
Below Investment Grade
|
|
Alberta Energy Company LTD.
|
|
165
|
|
|
|
Investment Grade
|
|
Vale SA
|
|
158
|
|
|
|
Investment Grade
|
|
Diamond Offshore Drilling Inc.
|
|
147
|
|
|
|
Below Investment Grade
|
|
Devon Energy Corp.
|
|
139
|
|
|
|
Investment Grade
|
|
Marathon Oil Corp.
|
|
132
|
|
|
|
Investment Grade
|
|
Energias de Portugal SA (EDP)
|
|
123
|
|
|
|
Investment Grade
|
|
Barclays Bank PLC
(1)
|
|
110
|
|
|
|
Below Investment Grade
|
|
Goldman Sachs Capital I
|
|
109
|
|
|
|
Investment Grade
|
(In millions)
|
Total
Amortized Cost |
|
Total
Fair Value |
|
Percentage
of Total Fair Value |
|
Gross
Unrealized Gains |
|
Gross
Unrealized Losses |
|||||||||||||||||||
Available-for-sale fixed maturities and
perpetual securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Investment-grade securities
|
|
$
|
61,321
|
|
|
|
|
$
|
68,950
|
|
|
|
|
58.6
|
%
|
|
|
|
$
|
8,624
|
|
|
|
|
$
|
995
|
|
|
Below-investment-grade securities
|
|
5,266
|
|
|
|
|
5,087
|
|
|
|
|
4.3
|
|
|
|
|
335
|
|
|
|
|
514
|
|
|
||||
Held-to-maturity fixed maturities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Investment-grade securities
|
|
35,515
|
|
|
|
|
42,807
|
|
|
|
|
36.4
|
|
|
|
|
7,464
|
|
|
|
|
172
|
|
|
||||
Equity securities
|
|
875
|
|
|
|
|
869
|
|
|
|
|
.7
|
|
|
|
|
42
|
|
|
|
|
48
|
|
|
||||
Total
|
|
$
|
102,977
|
|
|
|
|
$
|
117,713
|
|
|
|
|
100.0
|
%
|
|
|
|
$
|
16,465
|
|
|
|
|
$
|
1,729
|
|
|
(In millions)
|
Total
Amortized Cost |
|
Total
Unrealized Loss |
|
Less than Six Months
|
|
Six Months to Less
than 12 Months |
|
12 Months
or Longer |
|||||||||||||||||||||||
Amortized
Cost |
|
Unrealized
Loss |
|
Amortized
Cost |
|
Unrealized
Loss |
|
Amortized
Cost |
|
Unrealized
Loss |
||||||||||||||||||||||
Available-for-sale fixed
maturities and
perpetual securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Investment-grade
securities |
$
|
12,677
|
|
|
$
|
995
|
|
|
$
|
1,868
|
|
|
$
|
91
|
|
|
$
|
2,889
|
|
|
$
|
202
|
|
|
$
|
7,920
|
|
|
$
|
702
|
|
|
Below-
investment-grade securities |
3,328
|
|
|
514
|
|
|
1,476
|
|
|
69
|
|
|
402
|
|
|
64
|
|
|
1,450
|
|
|
381
|
|
|||||||||
Held-to-maturity
fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Investment-grade
securities |
4,045
|
|
|
172
|
|
|
577
|
|
|
12
|
|
|
1,356
|
|
|
36
|
|
|
2,112
|
|
|
124
|
|
|||||||||
Equity securities
|
403
|
|
|
48
|
|
|
403
|
|
|
48
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|||||||||
Total
|
$
|
20,453
|
|
|
$
|
1,729
|
|
|
$
|
4,324
|
|
|
$
|
220
|
|
|
$
|
4,647
|
|
|
$
|
302
|
|
|
$
|
11,482
|
|
|
$
|
1,207
|
|
(In millions)
|
Total
Amortized Cost |
|
Total
Unrealized Loss |
|
Less than 20%
|
|
20% to 50%
|
|
Greater than 50%
|
||||||||||||||||||||||
Amortized
Cost |
|
Unrealized
Loss |
|
Amortized
Cost |
|
Unrealized
Loss |
|
Amortized
Cost |
|
Unrealized
Loss |
|||||||||||||||||||||
Available-for-sale fixed
maturities and perpetual securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investment-grade
securities |
$
|
12,677
|
|
|
$
|
995
|
|
|
$
|
11,552
|
|
|
$
|
711
|
|
|
$
|
1,125
|
|
|
$
|
284
|
|
|
$
|
0
|
|
|
$
|
0
|
|
Below-
investment-grade securities |
3,328
|
|
|
514
|
|
|
2,377
|
|
|
182
|
|
|
799
|
|
|
251
|
|
|
152
|
|
|
81
|
|
||||||||
Held-to-maturity
fixed maturities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Investment-grade
securities |
4,045
|
|
|
172
|
|
|
4,045
|
|
|
172
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
||||||||
Equity securities
|
403
|
|
|
48
|
|
|
333
|
|
|
31
|
|
|
70
|
|
|
17
|
|
|
0
|
|
|
0
|
|
||||||||
Total
|
$
|
20,453
|
|
|
$
|
1,729
|
|
|
$
|
18,307
|
|
|
$
|
1,096
|
|
|
$
|
1,994
|
|
|
$
|
552
|
|
|
$
|
152
|
|
|
$
|
81
|
|
(In millions)
|
Credit
Rating |
|
Amortized
Cost |
|
Fair
Value |
|
Unrealized
Loss |
||||||||||||||
Diamond Offshore Drilling Inc.
|
|
BB
|
|
|
|
$
|
147
|
|
|
|
|
$
|
89
|
|
|
|
|
$
|
(58
|
)
|
|
Noble Holdings International Ltd.
|
|
B
|
|
|
|
107
|
|
|
|
|
54
|
|
|
|
|
(53
|
)
|
|
|||
Deutsche Postbank AG
|
|
BB
|
|
|
|
213
|
|
|
|
|
161
|
|
|
|
|
(52
|
)
|
|
|||
Investcorp Capital Limited
|
|
BB
|
|
|
|
378
|
|
|
|
|
327
|
|
|
|
|
(51
|
)
|
|
|||
AXA
(1)
|
|
BBB
|
|
|
|
290
|
|
|
|
|
240
|
|
|
|
|
(50
|
)
|
|
|||
Bank of Ireland
|
|
BBB
|
|
|
|
177
|
|
|
|
|
137
|
|
|
|
|
(40
|
)
|
|
|||
Bank of America Corp.
|
|
BBB
|
|
|
|
401
|
|
|
|
|
363
|
|
|
|
|
(38
|
)
|
|
|||
Transocean Inc.
|
|
BB
|
|
|
|
72
|
|
|
|
|
36
|
|
|
|
|
(36
|
)
|
|
|||
Kommunal Lanspensjonskasse (KLP)
(1)
|
|
BBB
|
|
|
|
217
|
|
|
|
|
183
|
|
|
|
|
(34
|
)
|
|
|||
Devon Energy Corp.
|
|
BBB
|
|
|
|
139
|
|
|
|
|
105
|
|
|
|
|
(34
|
)
|
|
(In millions)
|
March 31, 2016
|
|
December 31, 2015
|
|
% Change
|
|||||||||||
Aflac Japan
|
|
$
|
5,794
|
|
|
|
|
$
|
5,370
|
|
|
|
|
7.9
|
%
|
(1)
|
Aflac U.S.
|
|
3,135
|
|
|
|
|
3,141
|
|
|
|
|
(.2
|
)
|
|
||
Total
|
|
$
|
8,929
|
|
|
|
|
$
|
8,511
|
|
|
|
|
4.9
|
%
|
|
(In millions)
|
March 31, 2016
|
|
December 31, 2015
|
|
% Change
|
|||||||||||
Aflac Japan
|
|
$
|
84,883
|
|
|
|
|
$
|
78,460
|
|
|
|
|
8.2
|
%
|
(1)
|
Aflac U.S.
|
|
9,924
|
|
|
|
|
9,815
|
|
|
|
|
1.1
|
|
|
||
Other
|
|
58
|
|
|
|
|
43
|
|
|
|
|
34.9
|
|
|
||
Intercompany eliminations
(2)
|
|
(737
|
)
|
|
|
|
(687
|
)
|
|
|
|
7.3
|
|
|
||
Total
|
|
$
|
94,128
|
|
|
|
|
$
|
87,631
|
|
|
|
|
7.4
|
%
|
|
(In millions)
|
March 31,
2016 |
|
December 31,
2015 |
||||||||
Aflac Japan net assets
|
|
$
|
16,089
|
|
|
|
|
$
|
13,558
|
|
|
Aflac Japan unhedged dollar-denominated net assets
|
|
(8,302
|
)
|
|
|
|
(8,111
|
)
|
|
||
Consolidated yen-denominated net assets (liabilities)
|
|
$
|
7,787
|
|
|
|
|
$
|
5,447
|
|
|
(In millions)
|
2016
|
|
2015
|
|
||||
Dividends declared or paid by Aflac
|
$
|
0
|
|
|
$
|
369
|
|
|
Management fees paid by Aflac
|
60
|
|
|
93
|
|
|
(In millions)
|
2016
|
|
2015
|
|
||||
Operating activities
|
$
|
1,331
|
|
|
$
|
1,460
|
|
|
Investing activities
|
(1,487
|
)
|
|
(2,078
|
)
|
|
||
Financing activities
|
(766
|
)
|
|
322
|
|
|
||
Exchange effect on cash and cash equivalents
|
21
|
|
|
1
|
|
|
||
Net change in cash and cash equivalents
|
$
|
(901
|
)
|
|
$
|
(295
|
)
|
|
(In millions)
|
2016
|
|
2015
|
|
||||
Aflac Japan
|
$
|
1,042
|
|
|
$
|
982
|
|
|
Aflac U.S. and other operations
|
289
|
|
|
478
|
|
|
||
Total
|
$
|
1,331
|
|
|
$
|
1,460
|
|
|
(In millions)
|
2016
|
|
2015
|
|
||||
Aflac Japan
|
$
|
(1,129
|
)
|
|
$
|
(1,925
|
)
|
|
Aflac U.S. and other operations
|
(358
|
)
|
|
(153
|
)
|
|
||
Total
|
$
|
(1,487
|
)
|
|
$
|
(2,078
|
)
|
|
(In millions of dollars and thousands of shares)
|
2016
|
|
2015
|
|
||||
Treasury stock purchases
|
$
|
612
|
|
|
$
|
610
|
|
|
Number of shares purchased:
|
|
|
|
|
||||
Open market
|
10,152
|
|
|
9,827
|
|
|
||
Other
|
189
|
|
|
162
|
|
|
||
Total shares purchased
|
10,341
|
|
|
9,989
|
|
|
(In millions of dollars and thousands of shares)
|
2016
|
|
2015
|
|
||||
Stock issued from treasury:
|
|
|
|
|
||||
Cash financing
|
$
|
7
|
|
|
$
|
13
|
|
|
Noncash financing
|
18
|
|
|
18
|
|
|
||
Total stock issued from treasury
|
$
|
25
|
|
|
$
|
31
|
|
|
Number of shares issued
|
486
|
|
|
593
|
|
|
(In millions)
|
2016
|
|
2015
|
|
||||
Dividends paid in cash
|
$
|
167
|
|
|
$
|
165
|
|
|
Dividends through issuance of treasury shares
|
6
|
|
|
6
|
|
|
||
Total dividends to shareholders
|
$
|
173
|
|
|
$
|
171
|
|
|
(In millions of dollars and billions of yen)
|
2016
|
|
2015
|
|
||||
Aflac Japan management fees paid to Parent Company
|
$
|
13
|
|
|
$
|
12
|
|
|
Expenses allocated to Aflac Japan (in dollars)
|
33
|
|
|
28
|
|
|
||
Aflac Japan profit remittances to Aflac U.S. (in dollars)
|
219
|
|
|
250
|
|
|
||
Aflac Japan profit remittances to Aflac U.S. (in yen)
|
25.0
|
|
|
30.0
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
Total
Number of Shares Purchased |
|
Average
Price Paid Per Share |
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum
Number of Shares that May Yet Be Purchased Under the Plans or Programs |
|
|||||
January 1 - January 31
|
3,492,400
|
|
|
$
|
57.29
|
|
|
3,492,400
|
|
|
44,879,158
|
|
|
February 1 - February 29
|
3,584,566
|
|
|
58.20
|
|
|
3,435,930
|
|
|
41,443,228
|
|
|
|
March 1 - March 31
|
3,229,684
|
|
|
62.07
|
|
|
3,224,000
|
|
|
38,219,228
|
|
|
|
Total
|
10,306,650
|
|
(2)
|
$
|
59.10
|
|
|
10,152,330
|
|
|
38,219,228
|
|
(1)
|
Item 6.
|
Exhibits
|
|
4.14
|
|
-
|
|
First Supplemental Indenture, dated as of September 26, 2012, between Aflac Incorporated and The Bank of New York Mellon Trust Company, N.A., as trustee (including the form of 5.50% Subordinated Debenture due 2052) - incorporated by reference from Form 8-K dated September 26, 2012, Exhibit 4.2 (File No. 001-07434).
|
|
10.0*
|
|
-
|
|
American Family Corporation Retirement Plan for Senior Officers, as amended and restated October 1, 1989 – incorporated by reference from 1993 Form 10-K, Exhibit 10.2 (File No. 001-07434).
|
|
10.1*
|
|
-
|
|
Amendment to American Family Corporation Retirement Plan for Senior Officers, dated December 8, 2008 – incorporated by reference from 2008 Form 10-K, Exhibit 10.1 (File No. 001-07434).
|
|
10.2*
|
|
-
|
|
Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated January 1, 2009 – incorporated by reference from 2008 Form 10-K, Exhibit 10.5 (File No. 001-07434).
|
|
10.3*
|
|
-
|
|
First Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated January 1, 2009 – incorporated by reference from 2012 Form 10-K, Exhibit 10.3 (File No. 001-07434).
|
|
10.4*
|
|
-
|
|
Second Amendment to the Aflac Incorporated Supplemental Executive Retirement Plan, as amended and restated January 1, 2009 - incorporated by reference from 2014 Form 10-K, Exhibit 10.4 (File No. 001-07434).
|
|
10.5*
|
|
-
|
|
Aflac Incorporated Executive Deferred Compensation Plan, as amended and restated, effective September 1, 2015 – incorporated by reference from Form 10-Q for September 30, 2015, Exhibit 10.5 (File No. 001-07434).
|
|
10.6*
|
|
-
|
|
Aflac Incorporated 2013 Management Incentive Plan - incorporated by reference from the 2012 Proxy Statement, Appendix B (File No. 001-07434).
|
|
10.7*
|
|
-
|
|
1999 Aflac Associate Stock Bonus Plan, amended and restated as of January 1, 2013 - incorporated by reference from Form 10-Q for March 31, 2013, Exhibit 10.10 (File No. 001-07434).
|
|
10.8*
|
|
-
|
|
Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from the 1997 Shareholders’ Proxy Statement, Appendix B (File No. 001-07434).
|
|
10.9*
|
|
-
|
|
Form of Officer Stock Option Agreement (Non-Qualifying Stock Option) under the Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.5 (File No. 001-07434).
|
|
10.10*
|
|
-
|
|
Form of Officer Stock Option Agreement (Incentive Stock Option) under the Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.6 (File No. 001-07434).
|
|
10.11*
|
|
-
|
|
Notice of grant of stock options and stock option agreement to officers under the Aflac Incorporated 1997 Stock Option Plan – incorporated by reference from Form 8-K dated January 28, 2005, Exhibit 10.7 (File No. 001-07434).
|
|
10.12*
|
|
-
|
|
2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from the 2012 Proxy Statement, Appendix A (File No. 001-07434).
|
|
10.13*
|
|
-
|
|
Form of Non-Employee Director Stock Option Agreement (NQSO) under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.14*
|
|
-
|
|
Notice of grant of stock options to non-employee director under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.15*
|
|
-
|
|
Form of Non-Employee Director Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.16*
|
|
-
|
|
Notice of restricted stock award to non-employee director under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.17*
|
|
-
|
|
U.S. Form of Employee Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.18*
|
|
-
|
|
Japan Form of Employee Restricted Stock Award Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.19*
|
|
-
|
|
Notice of time based restricted stock award under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.22 (File No. 001-07434).
|
|
10.20*
|
|
-
|
|
Notice of performance based restricted stock award under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.21*
|
|
-
|
|
U.S. Form of Employee Stock Option Agreement (Non-Qualifying Stock Option) under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.22*
|
|
-
|
|
Japan Form of Employee Stock Option Agreement (Non-Qualifying Stock Option) under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.23*
|
|
-
|
|
U.S. Form of Employee Stock Option Agreement (Incentive Stock Option) under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.24*
|
|
-
|
|
U.S. Notice of grant of stock options under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.28 (File No. 001-07434).
|
|
10.25*
|
|
-
|
|
Japan Notice of grant of stock options under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012 – incorporated by reference from Form 10-Q for June 30, 2013, Exhibit 10.29 (File No. 001-07434).
|
|
10.26*
|
|
-
|
|
Japan Form of Restricted Stock Unit Agreement under the 2004 Aflac Incorporated Long-Term Incentive Plan, as amended and restated March 14, 2012.
|
|
10.27*
|
|
-
|
|
Aflac Incorporated Retirement Plan for Directors Emeritus, as amended and restated, dated February 9, 2010 – incorporated by reference from 2009 Form 10-K, Exhibit 10.26 (File No. 001-07434).
|
|
10.28*
|
|
-
|
|
Amendment to Aflac Incorporated Retirement Plan for Directors Emeritus, as amended and restated, dated August 10, 2010 – incorporated by reference from Form 10-Q for September 30, 2010, Exhibit 10.27 (File No. 001-07434).
|
|
10.29*
|
|
-
|
|
Aflac Incorporated Employment Agreement with Daniel P. Amos, as amended and restated, dated August 20, 2015 - incorporated by reference from Form 10-Q for September 30, 2015, Exhibit 10.29 (File No. 001-07434).
|
|
10.30*
|
|
-
|
|
Aflac Incorporated Employment Agreement with Kriss Cloninger III, as amended and restated, dated August 20, 2015 - incorporated by reference from Form 10-Q for September 30, 2015, Exhibit 10.30 (File No. 001-07434).
|
|
10.31*
|
|
-
|
|
Aflac Employment Agreement with Paul S. Amos II, as amended and restated, dated August 19, 2015 - incorporated by reference from Form 10-Q for September 30, 2015, Exhibit 10.31 (File No. 001-07434).
|
|
10.32*
|
|
-
|
|
Aflac Employment Agreement with Eric M. Kirsch, as amended and restated, dated December 1, 2015 - incorporated by reference from Form 8-K dated December 1, 2015, Exhibit 10.1 (File No. 001-07434).
|
|
10.33*
|
|
-
|
|
Aflac Incorporated Employment Agreement with Frederick J. Crawford, effective June 30, 2015 – incorporated by reference from Form 8-K dated June 24, 2015, Exhibit 10.1 (File No. 001-07434).
|
|
11
|
|
-
|
|
Statement regarding the computation of per-share earnings for the Registrant.
|
|
12
|
|
-
|
|
Statement regarding the computation of ratio of earnings to fixed charges for the Registrant.
|
|
15
|
|
-
|
|
Letter from KPMG LLP regarding unaudited interim financial information.
|
|
31.1
|
|
-
|
|
Certification of CEO dated May 4, 2016, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
|
31.2
|
|
-
|
|
Certification of CFO dated May 4, 2016, required by Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
|
|
32
|
|
-
|
|
Certification of CEO and CFO dated May 4, 2016, pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
-
|
|
XBRL Instance Document.
(1)
|
|
101.SCH
|
|
-
|
|
XBRL Taxonomy Extension Schema.
|
|
101.CAL
|
|
-
|
|
XBRL Taxonomy Extension Calculation Linkbase.
|
|
101.DEF
|
|
-
|
|
XBRL Taxonomy Extension Definition Linkbase.
|
|
101.LAB
|
|
-
|
|
XBRL Taxonomy Extension Label Linkbase.
|
|
101.PRE
|
|
-
|
|
XBRL Taxonomy Extension Presentation Linkbase.
|
(1)
|
Includes the following materials contained in this Quarterly Report on Form 10-Q for the period ended March 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Earnings, (ii) Consolidated Statements of Comprehensive Income (Loss), (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Shareholders’ Equity, (v) Consolidated Statements of Cash Flows, (vi) Notes to the Consolidated Financial Statements
|
|||
|
|
|
|
|
*
|
Management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 6 of this report
|
|
|
Aflac Incorporated
|
|
|
|
May 4, 2016
|
|
/s/
Frederick J. Crawford
|
|
|
(Frederick J. Crawford)
|
|
|
Executive Vice President,
Chief Financial Officer
|
|
|
|
May 4, 2016
|
|
/s/
June Howard
|
|
|
(June Howard)
Senior Vice President, Financial Services; Chief Accounting Officer
|
1.
|
Grant of the Option
.
The Option is granted as of
«date»
,
(the "Date of Grant"). The number of Option Shares and the exercise price per share of the Option are subject to adjustment from time to time as provided in Section 3 of the Plan.
|
2.
|
Status of the Option
. The Option is not intended to qualify as an “Incentive Stock Option” within the meaning of Section 422 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”).
|
3.
|
Expiration of the Option
. The Option shall expire and may no longer be exercised on or after the date ten (10) years after the Date of Grant (the "Expiration Date").
|
4.
|
Non-assignability
. Except under the laws of descent and distribution, the Grantee shall not be permitted to sell, transfer, pledge or assign the Option or this Agreement. This Option shall be exercisable, during the Grantee's lifetime, only by the Grantee. Without limiting the generality of the foregoing, except as otherwise provided herein, the Option may not be assigned, transferred, pledged or hypothecated in any way, shall not be assignable by operation of law, and shall not be subject to execution, attachment or similar process. Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the Option shall be null and void and without effect.
|
5.
|
Exercisability and Duration of the Option
.
|
6.
|
Certain Securities Law and Other Requirements
. The Option shall not be exercisable to any extent, and the Company shall not be obligated to transfer any Option Shares to the Grantee upon exercise of the Option, if such exercise, in the opinion of counsel for the Company, would violate the Securities Act of 1933 (the “Securities Act”) or any other federal or state statutes having similar requirements as may be in effect at that time. The Company shall be under no obligation to register the Option Shares pursuant to the Securities Act or any other federal or state securities laws. Unless the Company has filed an effective registration statement pursuant to the Securities Act covering the exercise of the Option, the Grantee, upon purchasing the Option Shares shall be required to represent to the Company that the Grantee is acquiring such shares for investment purposes and not with a view to their sale or distribution, and each certificate for such shares shall have
|
7.
|
No Additional Rights
. Neither this Agreement nor any of the transactions contemplated hereby shall affect any right of the Grantee to continue as a director of the Company or otherwise to provide services to the Company or any of its Affiliates.
|
8.
|
Notices
. Except as otherwise provided in Section 5(c) hereof, all notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile or telex, (c) one day after timely delivery to an overnight delivery courier, or (d) on the fifth day following the date of deposit in the United States mail if sent first class, postage prepaid, by registered or certified mail.
|
9.
|
Failure to Enforce Not a Waiver
. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|
10.
|
Incorporation of Plan
. The Plan is hereby incorporated by reference into this Agreement and made a part hereof, and the Option and this Agreement shall be subject to all terms and conditions of the Plan.
|
11.
|
Amendments
. The Board of Directors may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Grantee hereunder without the Grantee's consent.
|
12.
|
Protections Against Violations of Agreement
. No purported sale, assignment, mortgage, hypothecation, transfer, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any of the Option Shares by any holder thereof in violation of the provisions of this Agreement or the Certificate of Incorporation or the By-laws of the Company will be valid, and the Company will not transfer any of said Option Shares on its books nor will any of said Option Shares be entitled to vote, nor will any dividends be paid thereon, unless and until there has been full compliance with said provisions to the satisfaction of the Company. The foregoing restrictions are in addition to and not in lieu of any other remedies, legal or equitable, available to enforce said provisions.
|
13.
|
Survival of Terms
. This Agreement shall apply to and bind the Grantee and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.
|
14.
|
Rights as a Stockholder
. Neither the Grantee nor any of the Grantee's successors in interest shall have any rights as a stockholder of the Company with respect to any shares of Company Stock subject to the Option until the date of issuance of a stock certificate for such shares of Company Stock.
|
15.
|
Authority of the Board
. The Board of Directors shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Board of
|
16.
|
Representations
. The Grantee hereby acknowledges that the Grantee has reviewed with the Grantee's own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Grantee understands that the Grantee (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.
|
17.
|
Acceptance
. The Grantee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under this Agreement.
|
18.
|
Authorization
. The Grantee hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to carry out any of the transactions contemplated by this Agreement.
|
19.
|
Certain Defined Terms
. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.
|
20.
|
Interpretation
. Headings to provisions of this Agreement are intended for convenience of reference only and shall have no effect on the interpretation of this Agreement.
|
21.
|
Severability
. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in this Agreement.
|
22.
|
Applicable Law
. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.
|
NOTICE OF GRANT OF STOCK OPTIONS
|
|
AFLAC INCORPORATED
|
AND STOCK OPTION AGREEMENT
|
|
ID: 58-1167100
|
|
|
Worldwide Headquarters
|
|
|
1932 Wynnton Road
|
|
|
Columbus, Georgia 31999
|
«Name»
|
|
|
Option Number:
|
«Number»
|
«Add1»
|
|
|
Plan:
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«Plan»
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«Add2»
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«Add3»
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Shares
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Full Vest
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Expiration Date
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«sharesperiod1»
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«vestdateperiod1»
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«expiredateperiod1»
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/s/ Daniel P. Amos
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<<Date>>
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By Daniel P. Amos
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Option Date
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Aflac Incorporated
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<<Name>>
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Date
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A.
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Award.
The Company hereby grants to Participant a restricted stock award of
«shares»
shares (each, a “Share”) of Aflac Incorporated Common Stock, par value $.10 per share, subject to the terms and conditions set forth herein and in the 2004 Aflac Incorporated Long-Term Incentive Plan (as Amended and Restated March 14, 2012) (the “Plan”).
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B.
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Restrictions on Transfer
. Until the restriction on transfer of the Shares lapses as provided in Paragraph D, below, or as otherwise provided in the Plan, no transfer of the Shares or any of the Participant’s rights with respect to such Shares, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Unless the Board of Directors determines otherwise, upon any attempt to transfer a Share or any rights in respect of a Share before the lapse of such restrictions, such Share, and all of the rights related thereto, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind.
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C.
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Forfeiture
. Upon the cessation of the Participant’s membership on the Board of Directors for any reason (other than death, disability or retirement as provided in paragraph D), any and all Shares as to which the restrictions on transferability shall not have lapsed pursuant to Paragraph D, below, or as otherwise provided in the Plan shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind.
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D.
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Vesting
. Except to the extent otherwise provided under the Plan, the restrictions on transferability set forth in Paragraph B, above, shall remain in effect with respect to all of the Shares until, and shall lapse on, the earlier of the first (1st) anniversary of the date of this Agreement or the cessation of the Participant’s membership on the Board of Directors for reasons of death, disability, retirement (i.e., the cessation of membership on the Board of Directors either (1) after ten (10) years of service on the Board of Directors or (2) as of the date of the first annual Shareholders’ meeting of the Company on or after the date the Participant attains age 75, and is no longer eligible to stand for reelection as per the By-laws of the Company).
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E.
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Miscellaneous
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1.
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No Additional Rights
. Neither this Agreement nor any of the transactions contemplated hereby shall affect any right of the Participant to continue as a director of the Company or otherwise to provide services to the Company or any of its Affiliates or any of the terms or conditions of any such service.
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2.
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Notices
. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) upon confirmation of receipt when such notice or other communication is sent by facsimile or telex, (c) one day after timely delivery to an overnight delivery courier, or (d) on the fifth day following the date of deposit in the United States mail if sent first class, postage prepaid, by registered or certified mail.
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3.
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Section 83(b) Election
. The Participant acknowledges that it is the Participant's sole responsibility and not the Company's responsibility to file timely any election under Section 83(b) of the Internal Revenue Code of 1986, as amended, even if the Participant requests the Company or its agents to make this filing on the Participant's behalf. The Participant shall notify the Secretary of the Company of any such election within ten (10) days of filing notice of the election with the Internal Revenue Service.
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4.
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Failure to Enforce Not a Waiver
. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
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5.
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Incorporation of Plan
. The Plan is hereby incorporated by reference into this Agreement and made a part hereof, and the Shares and this Agreement shall be subject to all terms and conditions of the Plan.
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6.
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Amendments
. The Board of Directors may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant's consent.
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7.
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Survival of Terms
. This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.
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8.
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Rights as a Stockholder
. Subject to the restrictions set forth in the Plan and this Agreement, the Participant shall possess all incidents of ownership with respect to the shares, including the right to vote such shares, provided that all dividends with respect to such shares will be recorded as additional Restricted Stock and held in book entry form until the restrictions on the underlying shares shall have lapsed. Upon vesting of the underlying shares, as described in Paragraph D above, and within thirty (30) days thereafter, the additional Restricted Stock attributable to dividends on the underlying shares shall be released (paid) to the Participant free of the restrictions described in this Agreement.
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9.
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Authority of the Board
. The Board of Directors shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Board of Directors as to any such matter of interpretation or construction shall be final, binding and conclusive.
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10.
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Representations
. The Participant hereby acknowledges that the Participant has reviewed with the Participant's own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.
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11.
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Acceptance
. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement and that the Participant has read and understands the terms and provisions thereof, and accepts the Shares subject to all the terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board of Directors upon any questions arising under this Agreement.
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12.
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Authorization
. The Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to carry out any of the transactions contemplated by this Agreement, including without limitation the transfer of the Shares to the Company upon their forfeiture by the Participant.
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13.
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Certain Defined Terms
. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.
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14.
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Interpretation
. Headings to provisions of this Agreement are intended for convenience of reference only and shall have no effect on the interpretation of this Agreement.
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15.
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Severability
. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in this Agreement.
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16.
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Applicable Law
. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.
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NOTICE OF GRANT OF AWARD
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AFLAC INCORPORATED
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AND AWARD AGREEMENT
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ID: 58-1167100
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Worldwide Headquarters
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1932 Wynnton Road
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Columbus, Georgia 31999
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Award Number:
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Plan: LTIP
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Shares
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Full Vest
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<______>
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<__________>
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By Daniel P. Amos
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Date
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Aflac Incorporated
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Date
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A.
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Award
. the Company hereby grants to the Participant a Restricted Stock Award of
[
NUMBER
]
shares (each, a “share”) of Aflac Incorporated Common Stock, par value $.10 per share, subject to the terms and conditions set forth herein and in the Plan. The number of shares and the exercise price per share of the Award are subject to adjustment from time to time as provided in Section 3(c) of the Plan.
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B.
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Restrictions on Transfer
. Until the restrictions on transfer of the shares lapse as provided in Paragraph D below, or as otherwise provided in the Plan, no transfer of the shares or any of the Participant’s rights with respect to such shares, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Unless the Committee determines otherwise, upon any attempt to transfer a share or any rights in respect of a share before the lapse of such restrictions, such share, and all of the rights related thereto, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind.
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C.
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Forfeiture
. Except as otherwise provided in Paragraph D below, upon termination of the Participant’s employment with the Company and all of its Affiliates, any shares as to which the restrictions on transferability shall not already have lapsed pursuant to Paragraph D below, or as otherwise provided in the Plan, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind. In the case of a Participant who served as a non-employee sales associate of an Affiliate of the Company immediately before becoming an employee, if such Participant voluntarily terminates employment with the Company or an Affiliate but continues immediately thereafter to perform
bona fide
services for an Affiliate as a sales associate, the Participant shall be treated as continuing employment with the Company or an Affiliate for purposes of this Agreement. If the Committee or its delegate determines, in its sole discretion, that such a Participant is no longer providing
bona fide
services to an Affiliate as a sales associate, the Participant shall be deemed to have terminated employment for purposes of this Agreement on the date as of which such services are determined to have ceased. The Committee may require the Participant to provide such evidence of continuing services as it deems appropriate. The Committee may establish policies and procedures to be followed by the Committee or its delegate in determining whether a Participant is providing
bona fide
services as a sales associate, and
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D.
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Vesting
. The shares shall vest as set forth in the Notice of Grant; provided that (i) the shares shall vest immediately upon the death or Disability of the Participant while employed by the Company or any Affiliate, and (ii) in the event of the Participant’s Retirement then (A) any service-based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to such termination of employment and (B) to the extent performance vesting goals are established in respect of the shares, any shares as to which the restrictions on transferability shall not already have lapsed shall not be forfeited unless and until it shall have been determined by the Committee that any such performance vesting goals will not be attained. For the purposes of this Paragraph D, “Disability” means a physical or mental condition that qualifies the Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or an Affiliate employing the Grantee. For the purposes of this Paragraph D, “Retirement” means voluntary termination of employment with the Company and all Affiliates after (i) attaining age 65, (ii) qualifying for Rule of 80 retirement (combined age and years of service totaling 80), or (iii) attaining age 55 and completing 15 Years of Service. For purposes of this Paragraph D, “Years of Service” means a Participant’s complete 12-month periods of continuous employment (excluding any periods in which the Participant incurs a break in service) with the Company and its Affiliates. A Participant’s Years of Service shall include employment by a predecessor employer whose stock or substantially all of whose assets are acquired by the Company, as determined by the Committee or its designee. Upon vesting, as described above in this Paragraph D, and within thirty (30) days thereafter, the shares shall be released (paid) to the Participant free of the restrictions described in this Agreement.
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E.
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Miscellaneous
.
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1.
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Book Entry; Legends
. Until the restrictions on transfer have lapsed, the shares shall be held in book-entry form by the Company, as nominee for the Participant. As a condition to the grant of shares, the Participant shall deliver to the Company, upon request, a stock power, endorsed in blank, relating to the shares in such form as the Secretary of the Company may require. The Participant agrees that each book-entry statement evidencing shares shall bear the following legend:
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2.
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No Additional Rights
. Neither this Agreement nor any of the transactions contemplated hereby shall affect any right of the Participant to continue as an employee of the Company or any Affiliate or otherwise to provide services to the Company or any Affiliate or any of the terms or conditions of any such service.
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3.
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Notices
. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) by mail, or (c) by electronic communication. The addresses for such notices shall be set out in the Notice of Grant. Either party hereto may change such party’s address for notices by notice duly given pursuant hereto.
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4.
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Securities Laws Requirements
. The Company shall not be obligated to transfer any shares to the Participant free of the restrictive legend described in Paragraph E.1, above, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (or any other federal or state statutes having similar requirements as may be in effect at the time transfer otherwise would be made).
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5.
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Section 83(b) Election
. The Participant acknowledges that it is the Participant’s sole responsibility and not the Company’s responsibility to file timely any election under Section 83(b) of the Internal Revenue Code of 1986, as amended, even if the Participant requests the Company or its agents to make this filing on the Participant’s behalf. The Participant shall notify the Secretary of the Company of any such election within ten (10) days of filing notice of the election with the Internal Revenue Service.
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6.
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Failure to Enforce Not a Waiver
. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
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7.
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Incorporation of Plan
. The Plan is hereby incorporated by reference into this Agreement and made a part hereof, and the shares and this Agreement shall be subject to all terms and conditions of the Plan.
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8.
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Amendments
. The Committee may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant’s consent.
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9.
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Survival of Terms
. This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.
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10.
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Rights as a Stockholder
. Subject to the restrictions set forth in the Plan and this Agreement, the Participant shall possess all incidents of ownership with respect to
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11.
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Authority of the Board
. The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.
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12.
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Representations
. The Participant hereby acknowledges that the Participant has reviewed with the Participant’s own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.
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13.
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Acceptance
. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement and that the Participant has read and understands the terms and provisions thereof, and accepts the shares subject to all the terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under this Agreement.
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14.
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Authorization
. The Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to carry out any of the transactions contemplated by this Agreement, including without limitation the transfer of the shares to the Company upon their forfeiture by the Participant.
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15.
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Withholding Requirements
. The Company’s obligations under this Agreement shall be subject to all applicable tax and other withholding requirements, and the Company shall, to the extent permitted by law, have the right to deduct any withholding amounts from any payment or transfer of any kind otherwise due to the Participant (including the shares).
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16.
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Certain Defined Terms
. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.
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17.
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Interpretation
. Headings to provisions of this Agreement are intended for convenience of reference only and shall have no effect on the interpretation of this Agreement.
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18.
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Severability
. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in this Agreement.
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19.
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Applicable Law
. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.
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A.
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Award
. the Company hereby grants to the Participant a Restricted Stock Award of
[
NUMBER
]
shares (each, a “share”) of Aflac Incorporated Common Stock, par value $.10 per share, subject to the terms and conditions set forth herein and in the Plan. The number of shares and the exercise price per share of the Award are subject to adjustment from time to time as provided in Section 3(c) of the Plan.
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B.
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Restrictions on Transfer
. Until the restrictions on transfer of the shares lapse as provided in Paragraph D below, or as otherwise provided in the Plan, no transfer of the shares or any of the Participant’s rights with respect to such shares, whether voluntary or involuntary, by operation of law or otherwise, shall be permitted. Unless the Committee determines otherwise, upon any attempt to transfer a share or any rights in respect of a share before the lapse of such restrictions, such share, and all of the rights related thereto, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind.
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C.
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Forfeiture
. Except as otherwise provided in Paragraph D below, upon termination of the Participant’s employment with the Company and all of its Affiliates, any shares as to which the restrictions on transferability shall not already have lapsed pursuant to Paragraph D below, or as otherwise provided in the Plan, shall be immediately forfeited by the Participant and transferred to, and reacquired by, the Company without consideration of any kind. In the case of a Participant who served as a non-employee sales associate of an Affiliate of the Company immediately before becoming an employee, if such Participant voluntarily terminates employment with the Company or an Affiliate but continues immediately thereafter to perform
bona fide
services for an Affiliate as a sales associate, the Participant shall be treated as continuing employment with the Company or an Affiliate for purposes of this Agreement. If the Committee or its delegate determines, in its sole discretion, that such a Participant is no longer providing
bona fide
services to an Affiliate as a sales associate, the Participant shall be deemed to have terminated employment for purposes of this Agreement on the date as of which such services are determined to have ceased. The Committee may require the Participant to provide such evidence of continuing services as it deems appropriate. The Committee
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D.
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Vesting
. The shares shall vest as set forth in the Notice of Grant; provided that (i) the shares shall vest immediately upon the death or disability (within the meaning of Code Section 422(c)(6)) of the Participant while employed by the Company or any Affiliate, and (ii) in the event of the Participant’s Retirement then (A) any service-based vesting requirement shall be deemed fully satisfied if such Restricted Stock Award was made at least one full year prior to such termination of employment and (B) to the extent performance vesting goals are established in respect of the shares, any shares as to which the restrictions on transferability shall not already have lapsed shall not be forfeited unless and until it shall have been determined by the Committee that any such performance vesting goals will not be attained. For the purposes of this Paragraph D, “Retirement” means voluntary termination of employment with the Company and all Affiliates after attaining age 60. Upon vesting, as described above in this Paragraph D, and within thirty (30) days thereafter, the shares shall be released (paid) to the Participant free of the restrictions described in this Agreement.
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E.
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Miscellaneous
.
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1.
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Book Entry; Legends
. Until the restrictions on transfer have lapsed, the shares shall be held in book-entry form by the Company, as nominee for the Participant. As a condition to the grant of shares, the Participant shall deliver to the Company, upon request, a stock power, endorsed in blank, relating to the shares in such form as the Secretary of the Company may require. The Participant agrees that each book-entry statement evidencing shares shall bear the following legend:
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2.
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No Additional Rights
. Neither this Agreement nor any of the transactions contemplated hereby shall affect any right of the Participant to continue as an employee of the Company or any Affiliate or otherwise to provide services to the Company or any Affiliate or any of the terms or conditions of any such service.
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3.
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Notices
. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) by mail, or (c) by electronic communication. The addresses for such notices shall be set out in the Notice of Grant. Either party hereto may change such party’s address for notices by notice duly given pursuant hereto.
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4.
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Securities Laws Requirements
. The Company shall not be obligated to transfer any shares to the Participant free of the restrictive legend described in Paragraph E.1, above, if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as amended (or any other federal or state statutes having similar requirements as may be in effect at the time transfer otherwise would be made).
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5.
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Section 83(b) Election
. The Participant acknowledges that it is the Participant’s sole responsibility and not the Company’s responsibility to file timely any election under Section 83(b) of the Internal Revenue Code of 1986, as amended, even if the Participant requests the Company or its agents to make this filing on the Participant’s behalf. The Participant shall notify the Secretary of the Company of any such election within ten (10) days of filing notice of the election with the Internal Revenue Service.
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6.
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Failure to Enforce Not a Waiver
. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
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7.
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Incorporation of Plan
. The Plan is hereby incorporated by reference into this Agreement and made a part hereof, and the shares and this Agreement shall be subject to all terms and conditions of the Plan.
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8.
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Amendments
. The Committee may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant’s consent.
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9.
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Survival of Terms
. This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.
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10.
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Rights as a Stockholder
. Subject to the restrictions set forth in the Plan and this Agreement, the Participant shall possess all incidents of ownership with respect to the shares, including the right to vote such shares, provided that all dividends with respect to such shares will be recorded as additional Restricted Stock and held by the nominee until the restrictions on the underlying shares shall have lapsed. Upon vesting of the underlying shares, as described in Paragraph D above, and within thirty (30) days thereafter, the additional Restricted Stock attributable to dividends on the underlying shares shall be released (paid) to the Participant free of the restrictions described in this Agreement.
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11.
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Authority of the Board
. The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.
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12.
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Representations
. The Participant hereby acknowledges that the Participant has reviewed with the Participant’s own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contemplated by this Agreement.
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13.
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Acceptance
. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement and that the Participant has read and understands the terms and provisions thereof, and accepts the shares subject to all the terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under this Agreement.
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14.
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Authorization
. The Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to carry out any of the transactions contemplated by this Agreement, including without limitation the transfer of the shares to the Company upon their forfeiture by the Participant.
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15.
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Withholding Requirements
. The Company’s obligations under this Agreement shall be subject to all applicable tax and other withholding requirements, and the Company shall, to the extent permitted by law, have the right to deduct any withholding amounts from any payment or transfer of any kind otherwise due to the Participant (including the shares).
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16.
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Certain Defined Terms
. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.
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17.
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Interpretation
. Headings to provisions of this Agreement are intended for convenience of reference only and shall have no effect on the interpretation of this Agreement.
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18.
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Severability
. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in this Agreement.
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19.
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Applicable Law
. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.
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NOTICE OF GRANT OF PERFORMANCE BASED
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AFLAC INCORPORATED
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RESTRICTED STOCK AND RESTRICTED
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Worldwide Headquarters
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STOCK AWARD AGREEMENT
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1932 Wynnton Road
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Columbus,Georgia 31999
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«name»
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Award Number:
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«Number»
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«Address1»
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Plan:
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«Plan»
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«Address2»
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«Address3»
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Shares
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Full Vest
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«Shares»
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«Vestdate»
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/s/ Daniel P. Amos
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<<Date>>
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by Daniel P. Amos
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Option Date
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Aflac Incorporated
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<<name>>
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Date
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1.
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Grant of the Option
. This Option is granted effective as of
[DATE]
(the “Date of Option Grant”). The Number of Option Shares and the exercise price per share of the Option are subject to adjustment from time to time as provided in Section 3(c) of the Plan.
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2.
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Status of the Option
. This Option is not intended to qualify as an “Incentive Stock Option” (“ISO”) (within the meaning of Section 422 of the US Internal Revenue Code of 1986, as amended) (the “Code”).
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3.
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Term of the Option
. This Option shall terminate and may no longer be exercised on the first to occur of (a) the date 10 years after the Date of Option Grant (the “Option Term Date”), (b) the last date for exercising the Option following termination of the Grantee’s employment with the Company and all of its Affiliates as described in Paragraph 5(b) below, or (c) upon a corporate reorganization as described in Section 3(d) of the Plan.
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4.
|
Non-assignability
. Upon the death of a Grantee, outstanding Options may be exercised only by the executor or administrator of the Grantee’s estate or by a person who shall have acquired the right to such exercise by will or by the laws of descent and distribution. No transfer of an Option by will or the laws of descent and distribution shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (ii) an agreement by the transferee to comply with all the terms and conditions of the Option that are or would have been applicable to the Grantee and to be bound by the acknowledgments made by the Grantee in connection with the grant of the Option. During the lifetime of a Grantee, the Committee may, in its sole discretion, permit the transfer of an outstanding Option, unless such Option is an Incentive Stock Option and the Committee and the Grantee intend that it shall retain such status. Subject to the approval of the Committee and to any conditions that the Committee may prescribe, a Grantee may, upon providing written notice to the Secretary of the Company, elect to transfer any or all Options granted to such Grantee pursuant to the Plan to members of his or her immediate family (including, but not limited to, children, grandchildren and spouse or to trusts for the benefit of such immediate family members or to partnerships in which such family members are the only partners) or to other persons or entities approved by the Committee; provided, however, that no such transfer by any Grantee may be made in exchange for consideration.
|
5.
|
Exercisability and Duration of the Option
.
|
(a)
|
Right to Exercise
. Unless otherwise determined by the Committee and set forth upon the attached Notice of Grant of Stock Options and Stock Option Agreement, this Option shall be exercisable immediately on the Date of Option Grant.
|
(b)
|
Duration of the Option
. This Option shall automatically and without notice terminate and become null and void on the earliest to occur of the following:
|
1.
|
The Option Term Date or;
|
2.
|
A. Upon the termination of a Grantee’s employment from the Company and all Affiliates for
|
B.
|
Upon the 1) voluntary termination of a Grantee’s employment with the Company and all Affiliates for any reason other than death, Disability or Retirement (as defined in subparagraph D below), or 2) upon the termination of a Grantee’s employment by the Company and all Affiliates without Cause, Options subject to this Option Agreement not then exercisable (unvested) shall expire immediately on the date of such termination, and Options to the extent then exercisable (vested) may be exercised until the expiration of the 3-month period following the date of termination, at which time any unexercised Option subject to this Option Agreement shall expire, unless the Grantee has accumulated 15 Years of Service. If the Grantee has 15 Years of Service, vested Options shall remain exercisable until the end of their original 10-year term. For purposes of this Option Agreement, “Disability” means a physical or mental condition that qualifies the Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or an Affiliate employing the Grantee. For purposes of this Option Agreement, “Years of Service” means a Grantee’s complete 12-month periods of continuous employment (excluding any periods in which the Grantee incurs a break in service) with the Company and its Affiliates. A Grantee’s Years of Service shall include employment by a predecessor employer whose stock or substantially all of whose assets are acquired by the Company, as determined by the Committee or its designee.
|
C.
|
Upon the termination of a Grantee’s employment by the Company and all Affiliates for reason of death or Disability, Options subject to this Option Agreement not then exercisable (unvested) shall vest immediately on the date of such termination and may be exercised along with other vested Options until the end of their original 10-year term.
|
D.
|
Upon a Grantee’s Retirement, the Options not then exercisable (unvested) shall vest immediately provided that the Grantee’s Retirement date is at least 1 full year after the Date of Option Grant, and shall remain exercisable until the end of their original 10-year term. If the Grantee’s Retirement date is less than 1 year from the Date of Option Grant, the unvested Options shall expire immediately on the date of such Retirement. For purposes of this Option Agreement, “Retirement” means voluntary termination of employment with the Company and all Affiliates after (i) attaining age 65, (ii) qualifying for Rule of 80 retirement (combined age and years of service totaling 80), or (iii) attaining age 55 and completing 15 Years of Service.
|
E.
|
In the case of a Grantee who served as a non-employee sales associate for an Affiliate of the Company immediately before becoming an employee, if such Grantee voluntarily terminates employment with the Company and all Affiliates
|
(c)
|
Method of Exercise
. To exercise the Option as to all or any part of the shares covered thereby, the Grantee or after his or her death, the person authorized to exercise the Option, as provided in Paragraph 4 above, “Non-assignability”, if unable to do so in person), shall deliver written notice of such exercise to the Company official designated by the Committee (or, in absence of such designation, the Secretary of the Company). The notice shall identify the Option being exercised and specify the number of shares being purchased. The date of receipt of such notice shall be deemed the date of exercise. The notice of exercise shall be accompanied by full payment of the amount of the aggregate purchase price of the shares being purchased under the Option being exercised in a form permitted under the terms of the Plan.
|
(d)
|
Payment
. Payment in full of the purchase price for the shares purchased pursuant to the exercise of this Option shall be made, in accordance with Section 7(c)(iii) of the Plan, upon exercise of the Option. All shares sold under the Plan shall be fully paid and non-assessable by one of the following methods.
|
1.
|
Payment shall be made in cash (which may be borrowed in accordance with Paragraph 2 below) or by tender of previously held Common Stock, under procedures established by the Committee pursuant to Section 7(c)(iii) of the Plan. In such a case, the current fair market value of the shares tendered as of the date of the Company’s receipt of notice of exercise, given pursuant to Paragraph 5(c) herein, “Method of Exercise”, shall be treated as payment of the corresponding amount of the purchase price of the shares being acquired under the Option.
|
2.
|
The Secretary of the Company shall have full authority to direct the proper officers of the Company to issue or transfer shares of Common Stock pursuant to the exercise of an Option granted under this Option Agreement. As soon as practicable after its receipt of such notice and payment, the Company shall cause the shares so purchased to be issued to the Grantee or to the person authorized to exercise the Option after his or her death, as the case may be, and shall promptly thereafter cause such shares to be delivered to such Grantee or other person. The holding periods referred to in Section 6 herein; “Conditions on Grantee’s Sale of Shares” shall be measured from the date of issuance.
|
6.
|
Conditions on Grantee’s Sale of Shares
.
|
(a)
|
Unless the Company has filed an effective Registration Statement, pursuant to the Securities Act of 1933, covering the shares offered under this Option, the Grantee, upon purchasing shares shall be required to represent to the Company at that time that he or she is acquiring such shares for investment purposes and not with a view to their sale or distribution, and such shares shall have printed or stamped thereon appropriate language, as determined by the Secretary of the Company.
|
(b)
|
The Secretary of the Company may, at his or her discretion, require the Grantee, on any exercise of an Option granted thereunder or any portion thereof and as a condition to the Company’s obligation to accept the notice of exercise and to deliver the shares subject to exercise, to take such action as is, in his or her sole judgment, necessary or prudent to insure that issuance of the shares of Common Stock pursuant to exercise of the Option shall be in compliance with applicable law.
|
7.
|
No Contract of Employment
. Nothing in this Stock Option Agreement, nor any action taken by the Secretary of the Company related to his or her responsibilities associated with this Stock Option Agreement shall create any right on the part of the Grantee or any other person to enter into or continue in the employ of (or as a director) of the Company or any Affiliate, or affect the right of the Company or any Affiliate to terminate the Grantee’s employment at any time, subject to the provisions of law or any agreement for consulting services or contract of employment between the Company or any Affiliate and the Grantee.
|
8.
|
No Rights as Shareholder
. The Grantee shall not have any voting or dividend rights or any other rights of a shareholder in respect of any shares of Common Stock covered by this Option prior to the time that the Grantee’s name is recorded on the Company’s shareholder ledger as the holder of record of such shares acquired pursuant to an exercise of the Option.
|
9.
|
Termination or Amendment
. The Board may terminate or amend the Plan and/or the Option at any time; provided, however, that no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Grantee.
|
10.
|
Applicable Law
. This Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.
|
11.
|
Subject to Plan
. Except as may be specifically set forth herein or upon the Notice of Grant of Stock Options and Option Agreement, the rights of the Grantee are subject to all of the terms and conditions of the Plan, the provisions of which are herein incorporated by reference herein.
|
1.
|
Grant of the Option
. This Option is granted effective as of
[DATE]
(the “Date of Option Grant”). The Number of Option Shares and the exercise price per share of the Option are subject to adjustment from time to time as provided in Section 3(c) of the Plan.
|
2.
|
Status of the Option
. This Option is not intended to qualify as an “Incentive Stock Option” (“ISO”) (within the meaning of Section 422 of the US Internal Revenue Code of 1986, as amended) (the “Code”).
|
3.
|
Term of the Option
. This Option shall terminate and may no longer be exercised on the first to occur of (a) the date 10 years after the Date of Option Grant (the “Option Term Date”), (b) the last date for exercising the Option following termination of the Grantee’s employment with the Company and all of its Affiliates as described in Paragraph 5 (b) below, or (c) upon a corporate reorganization as described in Section 3(d) of the Plan.
|
4.
|
Non-assignability
. Upon the death of a Grantee, outstanding Options may be exercised only by the executor or administrator of the Grantee’s estate or by a person who shall have acquired the right to such exercise by will or by the laws of descent and distribution. No transfer of an Option by will or the laws of descent and distribution shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (ii) an agreement by the transferee to comply with all the terms and conditions of the Option that are or would have been applicable to the Grantee and to be bound by the acknowledgments made by the Grantee in connection with the grant of the Option. During the lifetime of a Grantee, the Committee may, in its sole discretion, permit the transfer of an outstanding Option. Subject to the approval of the Committee and to any conditions that the Committee may prescribe, a Grantee may, upon providing written notice to the Secretary of the Company, elect to transfer any or all Options granted to such Grantee pursuant to the Plan to members of his or her immediate family (including, but not limited to, children, grandchildren and spouse or to trusts for the benefit of such immediate family members or to partnerships in which such family members are the only partners) or to other persons or entities approved by the Committee; provided, however, that no such transfer by any Grantee may be made in exchange for consideration.
|
5.
|
Exercisability and Duration of the Option
.
|
(a)
|
Right to Exercise
. Unless otherwise determined by the Committee and set forth upon the attached Notice of Grant of Stock Options and Stock Option Agreement, this Option shall be exercisable immediately on the Date of Option Grant.
|
(b)
|
Duration of the Option
. This Option shall automatically and without notice terminate and become null and void on the earliest to occur of the following:
|
1.
|
The Option Term Date or;
|
2.
|
A. Upon the termination of a Grantee’s employment from the Company and all Affiliates for
|
B.
|
Upon the 1) voluntary termination of a Grantee’s employment with the Company and all Affiliates for any reason other than death, disability or retirement at normal retirement age (age 60), or 2) upon the termination of a Grantee’s employment by the Company and all Affiliates without Cause, Options subject to this Option Agreement not then exercisable (unvested) shall expire immediately on the date of such termination, and Options to the extent then exercisable (vested) may be exercised until the expiration of the 3-month period following the date of termination, at which time any unexercised Option subject to this Option Agreement shall expire, unless the Grantee has accumulated 15 Years of Service. If the Grantee has 15 Years of Service, vested Options shall remain exercisable until the end of their original 10-year term. For purposes of this Option Agreement, “Years of Service” means a Grantee’s complete 12-month periods of continuous employment (excluding any periods in which the Grantee incurs a break in service) with the Company and its Affiliates. A Grantee’s Years of Service shall include employment by a predecessor employer whose stock or substantially all of whose assets are acquired by the Company, as determined by the Committee or its designee.
|
C.
|
Upon the termination of a Grantee’s employment by the Company (and all Affiliates), for reason of death, or becoming disabled (within the meaning of Section 422 (c)(6) of the Code), Options subject to this Option Agreement not then exercisable (unvested) shall vest immediately on the date of such termination and may be exercised along with other vested Options until the end of their original ten-year term.
|
D.
|
Upon a Grantee’s voluntary termination after attaining age 60, the Options not then exercisable (unvested) shall vest immediately provided that the Grantee’s termination date is at least 1 full year after the Date of Option Grant, and shall remain exercisable until the end of their original ten-year term. If the Grantee’s termination date is less than 1 year from the Date of Option Grant, the unvested Options shall expire immediately on the date of such termination.
|
E.
|
In the case of a Grantee who served as a non-employee sales associate for an Affiliate of the Company immediately before becoming an employee, if the Grantee voluntarily terminates employment with the Company and all Affiliates but continues immediately thereafter to perform bona fide services for the Company or any Affiliate as a sales associate (including where the Grantee forms or joins a sales agency affiliated with the Company), the Grantee shall be treated as continuing employment with the Company or an Affiliate for purposes of vesting and expiration of this Option. If the Committee or its delegate determines, in its sole discretion, that such a Grantee is no longer providing bona fide services
|
(c)
|
Method of Exercise
. To exercise the Option as to all or any part of the shares covered thereby, the Grantee or after his or her death, the person authorized to exercise the Option, as provided in Paragraph 4 above, “Non-assignability”, if unable to do so in person), shall deliver written notice of such exercise to the Company’s official designated by the Committee (or, in absence of such designation, the Secretary of the Company). The notice shall identify the Option being exercised and specify the number of shares being purchased. The date of receipt of such notice shall be deemed the date of exercise. The notice of exercise shall be accompanied by full payment of the amount of the aggregate purchase price of the shares being purchased under the Option being exercised in a form permitted under the terms of the Plan.
|
(d)
|
Payment
. Payment in full of the purchase price for the shares purchased pursuant to the exercise of this Option shall be made, in accordance with Section 7(c)(iii) of the Plan, upon exercise of the Option. All shares sold under the Plan shall be fully paid and non-assessable by one of the following methods.
|
1.
|
Payment shall be made in cash (which may be borrowed in accordance with Paragraph 2 below) or by tender of previously held Common Stock, under procedures established by the Committee pursuant to Section 7(c)(iii) of the Plan. In such a case, the current fair market value of the shares tendered as of the date of the Company’s receipt of notice of exercise, given pursuant to Paragraph 5(c) herein, “Method of Exercise”, shall be treated as payment of the corresponding amount of the purchase price of the shares being acquired under the Option.
|
2.
|
The Secretary of the Company shall have full authority to direct the proper officers of the Company to issue or transfer shares of Common Stock pursuant to the exercise of an Option granted under this Option Agreement. As soon as practicable after its receipt of such notice and payment, the Company shall cause the shares so purchased to be issued to the Grantee or to the person authorized to exercise the Option after his or her death, as the case may be, and shall promptly thereafter cause one or more certificates for such shares to be delivered to such Grantee or other person. The holding periods referred to in Section 6 herein; “Conditions on Grantee’s Sale of Shares” shall be measured from the date of issuance.
|
(a)
|
Unless the Company has filed an effective Registration Statement, pursuant to the Securities Act of 1933, covering the shares offered under this Option, the Grantee, upon purchasing shares shall be required to represent to the Company at that time that he or she is acquiring such shares for investment purposes and not with a view to their sale or distribution, and for such shares shall have printed or stamped thereon appropriate language, as determined by the Secretary of the Company.
|
(b)
|
The Secretary of the Company may, at his or her discretion, require the Grantee, on any exercise of an Option granted thereunder or any portion thereof and as a condition to the Company’s obligation to accept the notice of exercise and to deliver the shares subject to exercise, to take such
|
7.
|
No Contract of Employment
. Nothing in this Stock Option Agreement, nor any action taken by the Secretary of the Company related to his or her responsibilities associated with this Stock Option Agreement shall create any right on the part of the Grantee or any other person to enter into or continue in the employ of (or as a director) of the Company or an Affiliate, or affect the right of the Company or Affiliate to terminate the Grantee’s employment at any time, subject to the provisions of law or any agreement for consulting services or contract of employment between the Company or Affiliate and the Grantee.
|
8.
|
No Rights as Shareholder
. The Grantee shall not have any voting or dividend rights or any other rights of a shareholder in respect of any shares of Common Stock covered by this Option prior to the time that the Grantee’s name is recorded on the Company’s shareholder ledger as the holder of record of such shares acquired pursuant to an exercise of the Option.
|
9.
|
Termination or Amendment
. The Board may terminate or amend the Plan and/or the Option at any time; provided, however, that no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Grantee.
|
10.
|
Applicable Law
. This Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.
|
11.
|
Subject to Plan
. Except as may be specifically set forth herein or upon the Notice of Grant of Stock Options and Option Agreement, the rights of the Grantee are subject to all of the terms and conditions of the Plan, the provisions of which are herein incorporated by reference herein.
|
1.
|
Grant of the Option
. This Option is granted effective as of
[DATE]
(the “Date of Option Grant”). The Number of Option Shares and the exercise price per share of the Option are subject to adjustment from time to time as provided in Section 3(c) of the Plan.
|
2.
|
Status of the Option
. This Option is intended to qualify as an “Incentive Stock Option” (“ISO”) (within the meaning of Section 422 of the US Internal Revenue Code of 1986, as amended) (the “Code”).
|
3.
|
Term of the Option
. This Option shall terminate and may no longer be exercised on the first to occur of (a) the date 10 years after the Date of Option Grant (the “Option Term Date”), (b) the last date for exercising the Option following termination of the Grantee’s employment with the Company and all of its Affiliates as described in Paragraph 5(b) below, or (c) upon a corporate reorganization as described in Section 3(d) of the Plan.
|
4.
|
Non-assignability
. Upon the death of a Grantee, outstanding Options may be exercised only by the executor or administrator of the Grantee’s estate or by a person who shall have acquired the right to such exercise by will or by the laws of descent and distribution. No transfer of an Option by will or the laws of descent and distribution shall be effective to bind the Company unless the Committee shall have been furnished with (i) written notice thereof and with a copy of the will and/or such evidence as the Committee may deem necessary to establish the validity of the transfer and (ii) an agreement by the transferee to comply with all the terms and conditions of the Option that are or would have been applicable to the Grantee and to be bound by the acknowledgments made by the Grantee in connection with the grant of the Option. During the lifetime of a Grantee, the Committee may, in its sole discretion, permit the transfer of an outstanding Option, unless such Option is an Incentive Stock Option and the Committee and the Grantee intend that it shall retain such status. Subject to the approval of the Committee and to any conditions that the Committee may prescribe, a Grantee may, upon providing written notice to the Secretary of the Company, elect to transfer any or all Options granted to such Grantee pursuant to the Plan to members of his or her immediate family (including, but not limited to, children, grandchildren and spouse or to trusts for the benefit of such immediate family members or to partnerships in which such family members are the only partners) or to other persons or entities approved by the Committee; provided, however, that no such transfer by any Grantee may be made in exchange for consideration.
|
5.
|
Exercisability and Duration of the Option
.
|
(a)
|
Right to Exercise
. Unless otherwise determined by the Committee and set forth upon the attached Notice of Grant of Stock Options and Stock Option Agreement, this Option shall be exercisable immediately on the Date of Option Grant.
|
(b)
|
Duration of the Option
. This Option shall automatically and without notice terminate and become null and void on the earliest to occur of the following:
|
1.
|
The Option Term Date; or
|
2.
|
A. Upon the termination of a Grantee’s employment from the Company and all Affiliates for
|
B.
|
Upon the 1) voluntary termination of a Grantee’s employment with the Company and all Affiliates for any reason other than death, Disability or Retirement (as defined in subparagraph D below), or 2) upon the termination of a Grantee’s employment by the Company and all Affiliates without Cause, Options subject to this Option Agreement not then exercisable (unvested) shall expire immediately on the date of such termination, and Options to the extent then exercisable (vested) may be exercised until the expiration of the 3-month period following the date of termination, at which time any unexercised Option subject to this Option Agreement shall expire, unless the Grantee has accumulated 15 Years of Service. If the Grantee has 15 Years of Service, vested Options shall remain exercisable until the end of their original 10-year term. For purposes of this Option Agreement, “Disability” means a physical or mental condition that qualifies the Grantee for long-term disability benefits under a long-term disability plan maintained by the Company or an Affiliate employing the Grantee. For purposes of this Option Agreement, “Years of Service” means a Grantee’s complete 12-month periods of continuous employment (excluding any periods in which the Grantee incurs a break in service) with the Company and its Affiliates. A Grantee’s Years of Service shall include employment by a predecessor employer whose stock or substantially all of whose assets are acquired by the Company, as determined by the Committee or its designee.
|
C.
|
Upon the termination of a Grantee’s employment by the Company and all Affiliates for reason of death or Disability, Options subject to this Option Agreement not then exercisable (unvested) shall vest immediately on the date of such termination and may be exercised along with other vested Options until the end of their original 10-year term.
|
D.
|
Upon a Grantee’s Retirement, the Options not then exercisable (unvested) shall vest immediately provided that the Grantee’s Retirement date is at least 1 full year after the Date of Option Grant, and shall remain exercisable until the end of their original 10-year term. If the Grantee’s Retirement date is less than 1 year from the Date of Option Grant, the unvested Options shall expire immediately on the date of such Retirement. For purposes of this Option Agreement, “Retirement” means voluntary termination of employment with the Company and all Affiliates after (i) attaining age 65, (ii) qualifying for a Rule of 80 retirement (combined age and years of service totaling 80) or (iii) attaining age 55 and completing 15 Years of Service.
|
E.
|
Options shall remain exercisable until the expiration date determined under this Paragraph 5(b)2, but (with the exception of a termination caused by death) shall not qualify for the favorable tax treatment provided for ISOs within the meaning of
|
F.
|
In the case of a Grantee who served as a non-employee sales associate for an Affiliate of the Company immediately before becoming an employee, if such a Grantee voluntarily terminates employment with the Company and all Affiliates but continues immediately thereafter to perform
bona fide
services for the Company or an Affiliate as a sales associate, the Grantee shall be treated as continuing employment with the Company or an Affiliate for purposes of vesting and expiration of this Option; provided, the Grantee shall not be treated as continuing employment for purposes of determining the ISO status of this Option. If the Committee or its delegate determines, in its sole discretion, that such a Grantee is no longer providing
bona fide
services to an Affiliate as a sales associate, the Grantee shall be deemed to have terminated employment for purposes of this Section 5 on the date as of which such services are determined to have ceased. The Committee may require the Grantee to provide such evidence of continuing services as it deems appropriate. The Committee may establish policies and procedures to be followed by the Committee or its delegate in determining whether a Grantee is providing
bona fide
services as a sales associate, and such policies (including any amendments or modifications thereto) shall be considered part of this Stock Option Agreement and shall be binding on the Grantee.
|
(c)
|
Method of Exercise
. To exercise the Option as to all or any part of the shares covered thereby, the Grantee (or after his or her death, the person authorized to exercise the Option, as provided in Paragraph 4 above, “Non-assignability”, if unable to do so in person), shall deliver written notice of such exercise to the Company’s official designated by the Committee (or, in absence of such designation, the Secretary of the Company). The notice shall identify the Option being exercised and specify the number of shares being purchased. The date of receipt of such notice shall be deemed the date of exercise. The notice of exercise shall be accompanied by full payment of the amount of the aggregate purchase price of the shares being purchased under the Option being exercised in a form permitted under the terms of the Plan.
|
(d)
|
Payment
. Payment in full of the purchase price for the shares purchased pursuant to the exercise of this Option shall be made, in accordance with Section 7(c)(iii) of the Plan, upon exercise of the Option. All shares sold under the Plan shall be fully paid and non-assessable by one of the following methods.
|
1.
|
Payment shall be made in cash (which may be borrowed in accordance with Paragraph 2 below) or by tender of previously held Common Stock, under procedures established by the Committee pursuant to Section 7(c)(iii) of the Plan. In such a case, the current fair market value of the shares tendered as of the date of the Company’s receipt of notice of exercise, given pursuant to Paragraph 5(c) herein, “Method of Exercise”, shall be treated as payment of the corresponding amount of the purchase price of the shares being acquired under the Option.
|
2.
|
The Secretary of the Company shall have full authority to direct the proper officers of the Company to issue or transfer shares of Common Stock pursuant to the exercise of an Option granted under this Option Agreement. As soon as practicable after its receipt of such notice and payment, the Company shall cause the shares so purchased to be issued to the Grantee or to the person authorized to exercise the Option after his or her death, as the case may be, and shall promptly thereafter cause such shares to be delivered to
|
3.
|
If any Grantee disposes of shares of Common Stock acquired on the exercise of an Incentive Stock Option by sale or exchange either:
|
A.
|
within 2 years after the date of the grant of the Option under which such shares were acquired, or;
|
B.
|
within 1 year after the transfer of the shares so acquired;
|
ii.
|
the amount realized from such disposition, stating the fees and commissions relating to such disposition separately; and
|
iii.
|
the Grantee’s adjusted basis in such shares.
|
(a)
|
Unless the Company has filed an effective Registration Statement, pursuant to the Securities Act of 1933, covering the shares offered under this Option, the Grantee, upon purchasing shares shall be required to represent to the Company at that time that he or she is acquiring such shares for investment purposes and not with a view to their sale or distribution, and shares shall have printed or stamped thereon appropriate language, as determined by the Secretary of the Company.
|
(b)
|
The Secretary of the Company may, at his or her discretion, require the Grantee, on any exercise of an Option granted thereunder or any portion thereof and as a condition to the Company’s obligation to accept the notice of exercise and to deliver the shares subject to exercise, to take such action as is, in his or her sole judgment, necessary or prudent to insure that issuance of the shares of Common Stock pursuant to exercise of the Option shall be in compliance with applicable law.
|
7.
|
No Contract of Employment
. Nothing in this Stock Option Agreement, nor any action taken by the Secretary of the Company related to his or her responsibilities associated with this Stock Option Agreement shall create any right on the part of the Grantee or any other person to enter into or continue in the employ of (or as a director) of the Company or any Affiliate, or affect the right of the Company or any Affiliate to terminate the Grantee’s employment at any time, subject to the provisions of law or any agreement for consulting services or contract of employment between the Company or any Affiliate and the Grantee.
|
8.
|
No Rights as Shareholder
. The Grantee shall not have any voting or dividend rights or any other rights of a shareholder in respect of any shares of Common Stock covered by this Option prior to the time that the Grantee’s name is recorded on the Company’s shareholder ledger as the holder of record of such shares acquired pursuant to an exercise of the Option.
|
9.
|
Termination or Amendment
. The Board may terminate or amend the Plan and/or the Option at any time; provided, however, that no such termination or amendment may adversely affect the Option or any unexercised portion hereof without the consent of the Grantee unless such amendment is required to enable the Option to continue qualification as an incentive stock option.
|
10.
|
Applicable Law
. This Option Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.
|
11.
|
Subject to Plan
. Except as may be specifically set forth herein or upon the Notice of Grant of Stock Options and Option Agreement, the rights of the Grantee are subject to all of the terms and conditions of the Plan, the provisions of which are herein incorporated by reference herein.
|
A.
|
Award
. The Company hereby grants to the Participant an Award of
«Shares»
Restricted Stock Units (“Stock Units”), each representing the right to receive a share of Aflac Incorporated Common Stock, par value $.10 per share (a “share”), subject to the terms and conditions set forth herein and in the Plan.
|
B.
|
Forfeiture
. Except as otherwise provided in Paragraph C, below, upon termination of the Participant’s employment with the Company and all of its Affiliates, any Stock Units which shall not already have vested pursuant to Paragraph C, below, or as otherwise provided in the Plan, shall be immediately forfeited by the Participant. In the case of a Participant who served as a non-employee sales associate (including where the Participant forms or joins a sales agency affiliated with the Company) of an Affiliate of the Company immediately before becoming an employee, if such Participant voluntarily terminates employment with the Company or an Affiliate but continues immediately thereafter to perform
bona fide
services for an Affiliate as a sales associate, the Participant shall be treated as continuing employment with the Company or an Affiliate for purposes of this Agreement. If the Committee or its delegate determines, in its sole discretion, that such a Participant is no longer providing
bona fide
services to an Affiliate as a sales associate, the Participant shall be deemed to have terminated employment for purposes of this Agreement on the date as of which such services are determined to have ceased. The Committee may require the Participant to provide such evidence of continuing services as it deems appropriate. The Committee may establish policies and procedures to be followed by the Committee or its delegate in determining whether a Participant is providing
bona fide
services as a sales associate, and such policies (including any amendments or modifications thereto) shall be considered part of this Agreement and shall be binding on the Participant.
|
C.
|
Vesting
. The Stock Units shall vest on one or more calendar dates as set forth in the Notice of Grant; provided that (i) upon the death or disability (within the meaning of Code Section 422(c)(6)) of the Participant while employed by the Company or an Affiliate, all outstanding Stock Units shall become immediately fully vested; and (ii) upon the Participant’s voluntary termination of employment with the Company (and
|
D.
|
Delivery of Shares
. Within 74 days of the calendar vesting date set forth in the Notice of Grant, the Company shall deliver a number of shares equal to the number of vested shares. In the event that any Stock Units vest prior to the applicable calendar vesting date set forth in the Notice of Grant due to the Participant’s disability or voluntary retirement after attaining age 60, the shares subject to such Stock Units shall not be delivered to the Participant until the applicable calendar vesting date. Notwithstanding the foregoing provisions of this Paragraph D, if any Restricted Stock Units become vested upon a Participant’s death, or if the Participant dies after becoming vested in Stock Units due to retirement or disability, shares in respect of such Stock Unit shall be delivered to the Participant’s beneficiary within 74 days after the Participant’s death.
|
E.
|
Dividends
. Dividends are paid in the form of shares rather than cash, The number of Stock Units shall be increased by the number of shares that would have been received as a dividend had the Stock Units been outstanding shares. Additional Stock Units credited under the Section shall vest or be forfeited, and shares shall be delivered to Participants, at the same time as the Stock Units to which they relate.
|
F.
|
Miscellaneous
.
|
1.
|
No Rights as a Stockholder
. Prior to delivery of shares pursuant to Paragraph E, the Participant shall have no rights of a stockholder of the Company, including the right to vote such shares or to receive any cash dividends.
|
2.
|
No Additional Rights
. Neither this Agreement nor any of the transactions contemplated hereby shall affect any right of the Participant to continue as an employee of the Company or any Affiliate or otherwise to provide services to the Company or any Affiliate or any of the terms or conditions of any such service.
|
3.
|
Restriction on Transfer
. Except as otherwise provided in the Plan, the Participant may not transfer or assign any of the Participant’s rights with respect to this Award, whether voluntary or involuntary, by operation of law or otherwise. Unless the Committee determines otherwise, if a Participant makes any attempt to transfer or assign the rights with respect to this Award, the Award shall be immediately forfeited by the Participant without consideration at any time.
|
4.
|
Notices
. All notices or other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) by mail, or (c) by electronic communication. The addresses for such notices shall be set out in the Notice of Grant. Either party hereto may change such party’s address for notices by notice duly given pursuant hereto.
|
5.
|
Securities Laws Requirements
. The Company shall not be obligated to transfer any shares to the Participant free of restrictions on transfer if such transfer, in the opinion of counsel for the Company, would violate the Securities Act of 1933, as
|
6.
|
Failure to Enforce Not a Waiver
. The failure of the Company to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof.
|
7.
|
Incorporation of Plan
. The Plan is hereby incorporated by reference into this Agreement and made a part hereof, and the shares and this Agreement shall be subject to all terms and conditions of the Plan.
|
8.
|
Amendments
. The Committee may amend the terms of this Agreement prospectively or retroactively at any time, but no such amendment shall impair the rights of the Participant hereunder without the Participant’s consent.
|
9.
|
Survival of Terms
. This Agreement shall apply to and bind the Participant and the Company and their respective permitted assignees and transferees, heirs, legatees, executors, administrators and legal successors.
|
10.
|
Authority of the Board
. The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.
|
11.
|
Representations
. The Participant hereby acknowledges that the Participant has reviewed with the Participant’s own tax advisors the Federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for any tax liability that may arise as a result of the transactions contem-plated by this Agreement.
|
12.
|
Acceptance
. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement and that the Participant has read and understands the terms and provisions thereof, and accepts the shares subject to all the terms and conditions of the Plan and this Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under this Agreement.
|
13.
|
Authorization
. The Participant hereby authorizes and directs the Secretary of the Company, or such other person designated by the Company, to take such steps as may be necessary to carry out any of the transactions contemplated by this Agreement.
|
14.
|
Withholding Requirements
. The Company’s obligations under this Agreement shall be subject to all applicable tax and other withholding requirements, and the Company shall, to the extent permitted by law, have the right to deduct any
|
15.
|
Certain Defined Terms
. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Plan.
|
16.
|
Interpretation
. Headings to provisions of this Agreement are intended for convenience of reference only and shall have no effect on the interpretation of this Agreement.
|
17.
|
Severability
. If any provision of this Agreement is held to be invalid or unenforceable, the other provisions of this Agreement shall not be affected but shall be applied as if the invalid or unenforceable provision had not been included in this Agreement.
|
18.
|
Applicable Law
. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, except to the extent that federal law is controlling.
|
|
2016
|
|
2015
|
||||
Numerator (In millions):
|
|
|
|
||||
Basic and diluted: net earnings applicable to common stock
|
$
|
731
|
|
|
$
|
663
|
|
Denominator (In thousands):
|
|
|
|
||||
Weighted-average outstanding shares used in the
computation of earnings per share - basic |
418,748
|
|
|
437,306
|
|
||
Dilutive effect of share-based awards
|
2,172
|
|
|
2,621
|
|
||
Weighted-average outstanding shares used in the
computation of earnings per share - diluted |
420,920
|
|
|
439,927
|
|
||
Earnings per share:
|
|
|
|
||||
Basic
|
$
|
1.75
|
|
|
$
|
1.52
|
|
Diluted
|
1.74
|
|
|
1.51
|
|
(In thousands)
|
2016
|
|
2015
|
||||
Fixed charges:
|
|
|
|
||||
Interest expense
(1)
|
$
|
65,158
|
|
|
$
|
82,657
|
|
Interest on investment-type contracts
|
16,132
|
|
|
13,649
|
|
||
Rental expense deemed interest
|
135
|
|
|
133
|
|
||
Total fixed charges
|
$
|
81,425
|
|
|
$
|
96,439
|
|
Earnings before income tax
(1)
|
$
|
1,117,154
|
|
|
$
|
1,012,349
|
|
Add back:
|
|
|
|
||||
Total fixed charges
|
81,425
|
|
|
96,439
|
|
||
Total earnings before income tax and fixed charges
|
$
|
1,198,579
|
|
|
$
|
1,108,788
|
|
Ratio of earnings to fixed charges
|
14.7x
|
|
|
11.5x
|
|
/s/ KPMG LLP
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
of Aflac Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
Date:
|
May 4, 2016
|
|
/s/
Daniel P. Amos
|
|
|
|
Daniel P. Amos
|
|
|
|
Chairman and Chief Executive Officer
|
1.
|
I have reviewed this
quarterly
report on Form
10-Q
of Aflac Incorporated;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
|
|
Date:
|
May 4, 2016
|
|
/s/ Frederick J. Crawford
|
|
|
|
Frederick J. Crawford
|
|
|
|
Executive Vice President, Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/
Daniel P. Amos
|
||
Name:
|
|
Daniel P. Amos
|
Title:
|
|
Chief Executive Officer
|
Date:
|
|
May 4, 2016
|
/s/
Frederick J. Crawford
|
||
Name:
|
|
Frederick J. Crawford
|
Title:
|
|
Chief Financial Officer
|
Date:
|
|
May 4, 2016
|